TCR_Public/101217.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 17, 2010, Vol. 14, No. 349

                            Headlines

ACCENTIA BIOPHARMACEUTICALS: Has $47.8MM Net Loss in Fiscal 2010
ACCESS PHARMACEUTICALS: Sells $6.5-Mil. in Securities to Investors
AIG BAKER TALLAHASSEE: Files for Chapter 11 in Alabama
AIG BAKER TALLAHASSEE: Case Summary & Creditors Lists
AMBAC FIN'L: Court to Convene Initial Case Conference on Dec. 21

AMBAC FIN'L: Proposes to Pay Tax & Employee Obligations
AMBAC FIN'L: Wants to Waive Rule 2015(3) Requirements
AMBAC FIN'L: Wants to Tap Ordinary Course Professionals
AMBAC FIN'L: Bonds Valued at 9.5 Cents in Credit Swaps Auction
AMERICAN APPAREL: M. Bailey & A. Taylor Do Not Own Any Securities

AVITAR INC: Files Form 15 as Stockholders Only Number to 192
BAKERS FOOTWEAR: Incurs $8.93-Mil. Net Loss in Oct. 30 Qtr.
BAKHTAVER IRANI: Court Extends Filing of Schedules Until Jan. 21
BAKHTAVER & ASPI: Taps Wasserman Jurista as Bankruptcy Counsel
BEAR STEARNS: Goldman Denies Causing Funds' Collapse

BERMEDLEN INC: Case Summary & 20 Largest Unsecured Creditors
BERNARD L MADOFF: Court Sets Bongiorno Bail at $2.4MM
BUILDERS FINANCIAL: Plan Offers 10% to Preferreds in 10 Years
CALYPTE BIOMEDICAL: 10-Q Exhibit Kept Confidential
CAPITAL HOME: Section 341(a) Meeting Scheduled for Jan. 13

CATHOLIC CHURCH: Del. to Abandon O'Connor Inheritance
CATHOLIC CHURCH: Oregon Complies Charter to Protect Children
CAVALYN MULLER: Case Summary & 20 Largest Unsecured Creditors
CENTAUR LLC: Court OKs AHT Bid for Pa. Harness-Racing License
CHINA BAK: PKF Hong Kong Raises Going Concern Doubt

CLEARWIRE CORP: Board Appoints SprintNextel-Named Directors
CONCHO RESOURCES: S&P Retains 'BB' Rating on Senior Unsec. Notes
COSINE COMMUNICATIONS: Amends Docs. for Going-Private Proposal
CREDITRON FINANCIAL: Must Sell to Veteran to Avoid Liquidation
CYNERGY DATA: Former CEO Seeks $60 Million in Defense Costs

DARLING INTERNATIONAL: S&P Assigns 'BB-' Corporate Credit Rating
DECORATOR INDUSTRIES: Amex Lifts Trading Halt
DENNY'S CORP: To Repurchase Common Stock Under Rule 10b5-1
DIGITAL TELECOMMUNICATIONS: To Shut Down Operations in January
DIVINE SQUARE: Files List of 20 Largest Unsecured Creditors

DWAYN ST. OURS: Case Summary & 12 Largest Unsecured Creditors
EMPIRE RESORTS: Former Mohegan Sun Exec. Named New CFO
ENNIS COMMERCIAL: To Pay Unsecureds in 10 Years at 2% Interest
EXTENDED STAY: Wins Approval of Zurich Insurance Deal
FIRST AMERICANS: Ex-Principals Accused of $29 Million Fraud

FLORIDA LANDMASTERS: Case Summary & 11 Largest Unsecured Creditors
FONTAINEBLEAU LAS VEGAS: BofA Answers Aurelius Complaint
FONTAINEBLEAU LAS VEGAS: Judge OKs Waldman Withdrawal as Counsel
FRASER PAPERS: Creditors' Meeting Scheduled for Jan. 10, 2011
FX REAL ESTATE: Investor Pays $100,000 for Securities

GENERAL MARITIME: Bridge Loan's Sale Deadline Moved to January 15
GEOEYE INC: SPADAC Deal Won't Affect Moody's 'B1' Corp. Rating
GERALD MURPHY: Case Summary & 9 Largest Unsecured Creditors
GOTTSCHALKS INC: Delays SEC Reports, Busy with Bankruptcy Case
GREAT ATLANTIC & PACIFIC: Wants to Limit Trading to Protect NOLs

GREAT ATLANTIC & PACIFIC: Proposes to Pay Sales & Use Taxes
GREAT ATLANTIC & PACIFIC: Proposes KCC as Claims & Notice Agent
GREAT ATLANTIC & PACIFIC: Gets Interim Nod to Pay Key Vendors
GREAT ATLANTIC & PACIFIC: Aletheia Has 26.8% Equity Stake
GSI GROUP: John Roush Assumes Duties as Chief Executive Officer

GULFSTREAM INTERNATIONAL: Headed for Jan. 4 Auction
HAPPY VALLEY: Case Summary & 8 Largest Unsecured Creditors
HARRISBURG, PA: Admitted Into State Act 47 Program
HCP INC: Moody's Reviews 'Ba1' Preferred Stock Rating
HCR HEALTHCARE: $6.1 Bil. Deal Won't Affect Moody's 'B2' Rating

HENRY CO: S&P Assigns 'B' Preliminary Corporate Credit Rating
HUNTINGTON BANCSHARES: S&P Ups Counterparty Credit Rating From BB+
I-10 BARKER: Plan Outline Filed; All Creditors to Be Paid in Full
JUNIPER GROUP: Callable Notes Converted to Common Shares
KANSAS CITY SOUTHERN: Moody's Assigns 'B1' Rating to New Notes

KANSAS CITY SOUTHERN: S&P Assigns 'BB-' Rating to $185 Mil. Notes
KCXP INVESTMENTS: Case Summary & 4 Largest Unsecured Creditors
KRYSTAL KOACH: Schedules Jan. 4 Auction for Assets
KV PHARMACEUTICAL: Centerbridge Has Warrants to Buy 12.6MM Shares
LEHMAN BROTHERS: LBSF Commences Suit vs. BofA, Ceago & LII

LEHMAN BROTHERS: Neuberger Commences Suit vs. Fridator, et al.
LEHMAN BROTHERS: Neuberger Commences Suit vs. Brown Brothers
LEHMAN BROTHERS: $3 Billion in Claims Change Hands in November
LEHMAN BROTHERS: Loses Battle Over GBP148-Mil. UK Pension Debt
LEHMAN BROTHERS: DBS Bank Wins Dismissal of Investors' Suit

LOPEZ 3B: Voluntary Chapter 11 Case Summary
LSP BATESVILLE: S&P Downgrades Rating on $150 Mil. Bonds to 'CC'
MAJESTIC STAR: Proposes to Hire Ernst & Young
METRO-GOLDWYN-MAYER: Court OKs Cair, Zolfo Services Pact
METRO-GOLDWYN-MAYER: Klee Tuchin Approved as Co-Counsel

METRO-GOLDWYN-MAYER: Skadden Approved as Legal Counsel
MILACRON INC: Court Approves Request to Liquidate Under Ch. 7
MPG TRUST: Aristeia Owns 3.9% of Preferred Shares
MPG TRUST: Mariner Owns 8.6% of Preferred Shares
MTR GAMING: Moody's Gives Negative Outlook, Affirms 'B3' Rating

NATIONAL CORP: Closing for Ranger Coal Merger due December 17
NETWORK COMMUNICATIONS: Exchange Offer Extended for One Day
NICHOLAS MARSCH: Court Denies Ch. 7 Conversion for Now
NYC OFF-TRACK: Jan. 19 Hearing Set for Case Dismissal Plea
OAKRIDGE ESTATES: Case Summary & 20 Largest Unsecured Creditors

OLDE PRAIRIE: Can Borrow Funds to Pay Real Estate Taxes Due
OLDE PRAIRIE: Ordered to File New Disclosure Statement by Feb. 21
OPTI CANADA: S&P Downgrades Corporate Credit Rating to 'CCC-'
OSCAR DE JESUS: Voluntary Chapter 11 Case Summary
PALM TREE: Case Summary & 5 Largest Unsecured Creditors

PHOENIX WORLDWIDE: Plan Confirmation Hearing Set for February 15
PRECISION PARTS: Creditor Beats Preference with New Value Defense
PRODIGY HEALTH: S&P Raises Counterparty Credit Rating to 'B+'
RACE POINT: S&P Assigns 'BB' Rating to $275 Mil. Senior Loan
RAIN CII: Moody's Withdraws 'B1' Senior Secured Revolver Loan

REALOGY CORP: 88% of Existing Notes Tendered for Exchange
ROCK & REPUBLIC: Fights Lender's Threat to Halt Exclusivity
RYLAND GROUP: Board Approves Amendment to Bylaws
SALEM BAPTIST: Case Summary & 8 Largest Unsecured Creditors
SCHUTT SPORTS: Platinum Beats Rawlings at Auction

SCHUTT SPORTS: Platinum Equity Completes Acquisition
SHILO INN: Section 341(a) Meeting Scheduled for Jan. 10
SHYONA INC: Case Summary & 19 Largest Unsecured Creditors
SIDERA NETWORKS: Moody's Assigns 'B2' Ratings to $25 Mil. Loan
SNOQUALMIE ENTERTAINMENT: S&P Raises Issuer Credit Rating to 'B-'

SPRINT NEXTEL: Fitch Downgrades Issuer Default Rating to 'BB-'
STONE GATE: Voluntary Chapter 11 Case Summary
SUPERMEDIA INC: Buying Reorganization Debt Below Par
SYRACUSE RESORT: Voluntary Chapter 11 Case Summary
TAGISH LAKE: Obtains Shareholder Approval of Plan of Arrangement

TAYLOR BEAN: Selling Office Building for $1.35 Million
TELECONNECT INC: D. Benschop Discloses 5.38% Equity Stake
TERRESTAR NETWORKS: Court OKs Restrictions on Claims Trading
TERRESTAR NETWORKS: Parties Object to EchoStar Backstop Pact
TERRESTAR NETWORKS: Seeks Alternative Transactions to Sell Assets

TERRESTAR NETWORKS: Judge Pushes Back Bid to Send Plan for Voting
TERRESTAR NETWORKS: QUALCOMM Wants to Clarify Rejected Pacts
THOMAS NGUYEN: Case Summary & 17 Largest Unsecured Creditors
TOLEDO EDISON: Fitch Affirms 'BB+' Issuer Default Rating
TOUSA INC: Hearing on Regal Oaks Sale on January 13

TRAVELCLICK INC: Moody's Upgrades Rating on Senior Loan to 'Ba2'
TRICO MARINE: Receives Consents from 97.5% of Notes Outstanding
UNISYS CORP: Fitch Gives Stable Outlook for Industry in 2011
VERTIS HOLDINGS: Court Confirms Pre-Packaged Ch. 11 Plan
WB SANCTUARY: Files List of 20 Largest Unsecured Creditors

WOLF HOLLOW: S&P Junks Rating on $260 Mil. Senior Loan From 'B'
WORKFLOW MANAGEMENT: Promises to Pay All Creditors in Full
YELLOWSTONE CLUB: Buyer Opposes Blixseth's Bid to Disqualify Judge

* Fitch Gives Stable Outlook for Technology Industry in 2011
* Moody's Says PIK-Toggle Debt More Likely to Default

* Claims Trading Perks Up in November on Lehman Revival
* Blackstone Bankruptcy Team Founder Art Newman Dies

* BOOK REVIEW: A Hundred Years of Medicine

                            *********

ACCENTIA BIOPHARMACEUTICALS: Has $47.8MM Net Loss in Fiscal 2010
----------------------------------------------------------------
Accentia BioPharmaceuticals Inc. filed on December 14, 2010, its
annual report on Form 10-K for the fiscal year ended September 30,
2010.

The Company incurred a net loss of $47.80 million on
$10.46 million of net sales for fiscal 2010, compared with a net
loss of $5.26 million on $10.56 million of net sales for fiscal
2009.

Cherry, Bekaert & Holland, L.L.P., in Tampa, Fla., gave a "going
concern" qualification, noting of the cumulative net losses of
$53.2 million during the past two years, and a working capital
deficiency of roughly $147.6 million including liabilities subject
to compromise.

The Company's balance sheet at September 30, 2010, showed
$5.01 million in total assets, $150.26 million in total
liabilities, $7.53 million in Series A convertible redeemable
preferred stock, and a stockholders' deficit of $152.78 million.

                     Emergence from Chapter 11

Of the liabilities, $6,692,808 is not subject to compromise, all
current, and $143,570,128 is subject to compromise.

As reported in the November 26, 2010 edition of the Troubled
Company Reporter, Accentia emerged from Chapter 11 protection, and
its reorganization plan became effective, on November 17, 2010.

The Bankruptcy Court confirmed the Plan on November 2.  The Plan
provides for, among other things, a restructuring of prepetition
debt, as follows: (i) roughly $33.1 million of secured
indebtedness outstanding under the Company's prepetition debt
instruments; (ii) roughly $26.2 million of unsecured indebtedness
outstanding under the Company's prepetition debt instruments
through either issuance of a new interest bearing unsecured note
or conversion into the Company's common stock; and (iii) roughly
$9.0 million in general unsecured indebtedness through either
issuance of a new 40-month interest bearing unsecured note or
conversion into the Company's common stock.  All outstanding
shares of the Company's common stock will remain issued and
outstanding at and after the Effective Date of the Plan.

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

               http://researcharchives.com/t/s?710f

                 About Accentia Biopharmaceuticals

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Other OTC: ABPI) -- http://www.Accentia.net/-- is a
biotechnology company that is developing Revimmune(TM) as a
comprehensive system of care for the treatment of autoimmune
diseases.  Additionally, through its majority-owned subsidiary,
Biovest International, Inc., the Company is developing BiovaxID(R)
as a therapeutic cancer vaccine for treatment of follicular non-
Hodgkin's lymphoma ("FL") and mantle cell lymphoma ("MCL").
Through its  wholly-owned subsidiary, Analytica International,
Inc., the Company conducts a health economics research and
consulting business which we market to the pharmaceutical and
biotechnology industries, using its operating cash flow to support
its corporate administration and product development activities.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M.D. Fla. Lead
Case No. 08-17795).  Attorneys at Stichter, Riedel, Blain &
Prosser, in Tampa, Florida, and represented the Debtors.  Adam H.
Friedman, Esq., at Olshan Grundman Frome Rosenzweig, and Paul J.
Battista, Esq., at Genovese Joblove & Battista PA, represented the
official committee of unsecured creditors.  In their bankruptcy
petition, the Debtors disclosed assets of $134,919,728 and debts
of $77,627,355 as of June 30, 2008.


ACCESS PHARMACEUTICALS: Sells $6.5-Mil. in Securities to Investors
------------------------------------------------------------------
As of December 10, 2010, Access Pharmaceuticals Inc. entered into
securities purchase agreements with accredited investors whereby
the Company agreed to sell securities, in the form of "units", to
investors.

Each unit consists of one share of the Company's common stock, par
value $0.01 per share and a warrant to acquire 0.3 shares of
Common Stock at an exercise price of $3.06 per whole share of
Common Stock.  The units will be issued at a price of $2.55 per
unit.

In connection with the Company's proposed offering of up to
approximately 3.14 million units for an aggregate purchase price
of up to approximately $8 million, the Company announced on
December 10, 2010, the receipt of commitments from investors to
purchase approximately 2.35 million units for an aggregate
purchase price of approximately $6 million.  Since that date, the
Company has received additional commitments from investors to
purchase additional 196,000 units for an additional purchase price
of approximately $500,000.

Closing was expected to occur by December 14.

                   Common Stock Purchase Warrants

The Warrants issued upon closing will be exercisable for an
aggregate of up to approximately 941,000 shares of our Common
Stock at an exercise price of $3.06 per share.  Under certain
circumstances, the warrants can also be exercised on a cashless
basis.  The warrants will expire five years from the date of
issuance.  The warrant exercise price is subject to adjustment,
under certain circumstances, including an equitable adjustment for
stock splits, dividends, combinations, reorganizations and the
like.

A full-text copy of the Form of Securities Purchase Agreement
dated as of December 10, 2010, is available for free at:

               http://ResearchArchives.com/t/s?7107

A full-text copy of the Form of Common Stock Warrant issued by
Access Pharmaceuticals Inc. is available for free at:

               http://ResearchArchives.com/t/s?7108

                    About Access Pharmaceuticals

Access Pharmaceuticals, Inc., is an emerging biopharmaceutical
company focused on developing pharmaceutical products primarily
based upon its nanopolymer chemistry technologies and other drug
delivery technologies.  The Company currently has one approved
product, one product candidate at Phase 3 of clinical development,
three product candidates in Phase 2 of clinical development and
other product candidates in pre-clinical development.

The Company's balance sheet at Sept. 30, 2010, showed
$2.27 million in total assets, $32.73 million in total
liabilities, and a stockholders' deficit of $30.45 million

The Company reported a $17,340,000 net loss on $352,000 of total
revenues for December 31, 2009, compared with a $31,431,000 net
loss on $291,000 of total revenues for December 31, 2008.

Following the Company's 2009 results, Whitely Penn LP of Dallas,
Texas, expressed substantial doubt against Access Pharmaceuticals'
ability as a going concern.  The firm reported that the Company
has had recurring losses from operations, negative cash flows from
operating activities and has an accumulated deficit.


AIG BAKER TALLAHASSEE: Files for Chapter 11 in Alabama
------------------------------------------------------
AIG Baker Tallahassee LLC filed for Chapter 11 protection (Bankr.
N.D. Ala. Case No. 10-07353) on Dec. 14 in Birmingham, Alabama.
Affiliate Baker Tallahassee Communities LLC filed a separate
Chapter 11 petition (Case No. 10-07354).

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the Debtors own the Fallschase mixed-use development in
Tallahassee, Florida.  The project, a master-planned community,
includes residential, retail and office uses. Anchor tenants
include Costco Wholesale Corp., Wal-Mart Stores Inc. and
Sportsman's Warehouse.  The ultimate owners of the project are AIG
Baker LLC and Alex Baker LP, who own 15 shopping centers and 35
projects.

Mr. Rochelle relates that the filing in Chapter 11 took place on
the eve of a hearing on a motion by the lender for summary
judgment of foreclosure.


AIG BAKER TALLAHASSEE: Case Summary & Creditors Lists
-----------------------------------------------------
Debtor: AIG Baker Tallahassee, LLC
        1701 Lee Branch Lane
        Birmingham, AL 35242

Bankruptcy Case No.: 10-07353

Debtor-affiliate that filed separate Chapter 11 petition:

   Debtor                                  Case No.
   ------                                  --------
AIG Baker Tallahassee Communities, LLC     10-07354

Chapter 11 Petition Date: December 14, 2010

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

Judge: Thomas B Bennett

Debtors' Counsel: Lee R. Benton, Esq.
                  BENTON & CENTENO, LLP
                  2019 3rd Avenue N
                  Birmingham, AL 35203
                  Tel: (205) 278-8000
                  E-mail: lbenton@bcattys.com

Estimated Assets & Debts (In millions):

                            Assets           Debts
                            ------           -----
Tallahassee, LLC           $50 to $100     $50 to $100
Tallahassee Communities    $50 to $100     $50 to $100

The petitions were signed by Ronald L. Carlson, executive vice
president.

AIG Baker Tallahassee, LLC's List of five Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
City of Tallahassee                Settlement           $4,000,000
James R. English, Esq.
300 South Adams Street
Tallahassee, FL 32301

Doris Maloy                        Property Taxes         $213,434
Leon County Tax Collector
P.O. Box 1835
Tallahassee, FL 32302-1835

State of Florida                   Taxes                    $9,725
Department of Revenue
5050 W. Tennessee Street
Tallahassee, FL 32399-0100

Croft & Associates, P.C.           Trade Debt               $1,980

Guilday Tucker Schwartz & Simpson  Trade Debt                 $200

AIG Baker Tallahassee Communities, LLC's List of four Largest
Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Doris Maloy                        Property Taxes         $238,517
Leon County Tax Collector
P.O. Box 1835
Tallahassee, FL 32302-1835

Fallschase Community               Trade Debt              $48,980
Development District
6131 Lyons Road, Suite 100
Coconut Creek, FL 33073

Bateman Harden PA                  Trade Debt              $10,926
P.O. Box 1454
Tallahassee, FL 32302

Wachovia Bank                      Trade Debt               $5,350


AMBAC FIN'L: Court to Convene Initial Case Conference on Dec. 21
----------------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York will conduct an initial case
management conference in Ambac Financial Group, Inc.'s Chapter 11
case on December 21, 2010.

Judge Chapman determined that the case management conference will
aid in the efficient conduct of the Debtor's Chapter 11 case,
according to an order dated December 8, 2010.

At the initial case conference, Judge Chapman will consider the
effective administration of the Debtor's bankruptcy case, which
may include, among other things, topics as retention of
professionals; creation to review budget and fee requests; use of
alternative dispute resolution; timetables; and scheduling of
additional case management conferences.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr.
S.D.N.Y. Case No. 10-15973) on November 8, 2010.  Ambac said it
will continue to operate in the ordinary course of business as
"debtor-in-possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is
its largest shareholder.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor.  The
Blackstone Group LP is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Ambac Financial Group Inc.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMBAC FIN'L: Proposes to Pay Tax & Employee Obligations
-------------------------------------------------------
Ambac Financial Group, Inc., seeks the Bankruptcy Court's
permission to pay and honor:

  (a) all claims relating to certain taxes and fees;

  (b) all amounts payable to MJK Tax Services, a critical
      vendor, with respect of services rendered prepetition; and

  (c) all prepetition claims relating to employee wages,
      benefits, and reimbursable expenses.

The Debtor regularly pays franchise taxes to the Delaware
Secretary of State to maintain its existence as a Delaware
corporation.  The Debtor is also required to make estimated
Delaware Franchise Tax payments on March 1, June 1, September 1
and December 1 of each year, and was required to make an
estimated Delaware Franchise Tax payment of about $36,000, on
December 1, 2010.  The Debtor however has failed to make this
payment, as that payment could potentially be considered a
payment on account of a prepetition claim.

Overdue estimated Delaware Franchise Tax payments accrue interest
at the rate of 1.5% per month.  Failure to make timely estimated
Delaware Franchise Tax payments could result in the assessment of
additional penalties against the Debtor.  Notwithstanding Section
525(a) of the Bankruptcy Code, the Delaware Secretary of State
has indicated that it will designate the Debtor as "not in good
standing" for failure to timely pay those taxes, which could
significantly impair the Debtor's ability to do business in
Delaware and complete a successful reorganization.

The Debtor is also required to withhold from Employee Wages
amounts relating to federal, state, and local income taxes and
social security and Medicare taxes for remittance to the
appropriate taxing authority.  These amounts are referred to as
the Payroll Taxes.  The Debtor must then pay, from its own funds,
social security and Medicare taxes and additional amounts for
federal and state unemployment insurance.  Although the Debtor is
not aware of any at this time, there may exist other prepetition
"trust fund" type taxes, franchise taxes, business license fees,
annual report filing fees, and other charges or assessments by
governmental units, and for which, if those Taxes and Fees remain
unpaid, the Debtor may incur significant additional liability,
Allison H. Weiss, Esq., at Dewey & LeBoeuf LLP, in New York,
relates.

In addition, the Debtor utilizes tax recovery services furnished
by MJK Tax Services to recover tax refunds from the Delaware
Department of Corporations of about $80,000 and $130,000 for the
2008 and 2009 calendar years.

As of the Petition Date, the Debtor employs four employees, which
are owed one day's gross wages in these amounts:

  Name                    Title                       Owed Wages
  ----                    -----                       ----------
  David W. Wallis         Pres., Chief Exec. Officer     $4,807

  Michael A. Callen       Chairman                       $3,125

  David Trick             Sr. Managing Director,         $2,307
                          Chief Financial Officer

  Diana Adams             Senior Managing Director       $2,163

While the vast majority of the Employees' benefits are furnished
by Ambac Assurance Corp. or funded by the Employees, certain
benefits are paid by the Debtor.  As a result of the Debtor's
bankruptcy filing, certain third party benefit providers have
discontinued, or have threatened to discontinue, services, Ms.
Weiss tells the Court.  In addition, the Debtor reimbursed its
Employees and certain AAC employees for expenses incurred on
behalf of and for the benefit of the Debtor.

Certain of the Debtor's and AAC's employees were also provided
with company credit cards, which are used in the ordinary course
of business to pay reimbursable expenses.  As a result of the
filing of the Debtor's bankruptcy case, the credit card issuer
has ceased extending credit to the Debtor and its affiliates,
including AAC, according to Ms. Weiss.

Ms. Weiss asserts that because the Payroll Taxes are not property
of the Debtor's estate, those amounts, and similar trust fund
taxes, are not subject to normal bankruptcy prohibitions against
payment.  However, failure to pay the Payroll Taxes and other
trust fund taxes could result in the Debtor's directors and
officers being held personally liable for those taxes, she
stresses.  The Debtor thus asks the Court to confirm that the
trust fund withholding is not property of its estate and that it
may transmit the Payroll Taxes and similar trust fund taxes to
the proper parties in the ordinary course of business.

Ms. Weiss further notes that claims relating to the Debtor's Tax
Obligations and Employee Obligations are entitled to priority
status under Section 507 of the Bankruptcy Code.  Paying the
Employee Obligations would also reduce the amount of priority
claims which would otherwise be asserted against the Debtor's
estate, she insists.

More importantly, as the Debtor has only four Employees, the
Debtor cannot afford the loss of any Employee at this time and
the Debtor must do its utmost to motivate its Employees by paying
the Employee Obligations, Ms. Weiss stresses.  The Debtor's
failure to pay the Employee Obligations has imposed a burden on
the Debtor's few Employees, who should not have to bear that
burden while they work diligently on helping the Debtor to
reorganize, she points out.

In addition, the Critical Vendor's services are essential to the
Debtor's ability to assure that no unnecessary tax liability is
incurred and that valuable tax refunds will be recovered for the
Debtor's estate, Ms. Weiss emphasizes.

The Debtor further asks the Court to authorize and direct
financial institutions to honor, process, and pay all fund
transfer requests relating to the Tax, Critical Vendor, and
Employee Obligations.

At the Debtor's request, the Court shortened the notice period on
the Tax Obligations Motion and will consider the Tax Obligations
Motion on December 21, 2010.  Parties are given until December 20
to file any objections to the Motion.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr.
S.D.N.Y. Case No. 10-15973) on November 8, 2010.  Ambac said it
will continue to operate in the ordinary course of business as
"debtor-in-possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is
its largest shareholder.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor.  The
Blackstone Group LP is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Ambac Financial Group Inc.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMBAC FIN'L: Wants to Waive Rule 2015(3) Requirements
-----------------------------------------------------
Ambac Financial Group, Inc., seeks the Court's permission to waive
reporting requirements under Rule 2015.3 of the Federal Rules of
Bankruptcy Procedure.

Rule 2015.3 requires a Chapter 11 debtor to file, no later than
five days before the date set for the meeting of creditors under
Section 341 of the Bankruptcy Code and every six months
thereafter, periodic financial reports identifying the value,
operations and profitability and other information, as further
required by Official Form B26, including valuation estimates,
financial statements, balance sheets, statements of income,
statements of cash flows, statement of changes in
shareholders'/partners' equity, and descriptions of operations of
each entity that is not a publicly traded corporation or a debtor
in a Chapter 11 case, and in which the debtor holds a substantial
or controlling interest.

As a publicly traded company, the Debtor is required to file
periodic reports with the U.S. Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934.  Following the
Petition Date, the Debtor continues to submit those periodic
reports with the SEC, which include annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and
other reports required under the Securities Laws.

Allison H. Weiss, Esq., at Dewey & LeBoeuf LLP, in New York,
relates that the Debtor's SEC Filings contain consolidated
financial information regarding the balance sheets and statements
of income and cash flows of Ambac as a whole, including financial
information on a consolidated basis regarding each of the
Debtor's non-debtor subsidiaries, including those in which the
Debtor holds a substantial or controlling interest within the
meaning of Rule 2015.3 -- Rule 2015.3 Entities.

In addition, as insurance companies, Ambac Assurance Corporation,
AAC's Segregated Account, Everspan Financial Guarantee
Corporation and Ambac Assurance UK Limited are each statutorily
required to file quarterly or annual financial statements on an
individual basis with the Office of the Commissioner of Insurance
for the State of Wisconsin or the Financial Services Authority
for the United Kingdom, as applicable, Ms. Weiss discloses.  The
Debtor's Statutory Filings contain detailed financial information
with respect to each Insurance Subsidiary, prepared according to
statutory accounting principles, including financial data
regarding assets, liabilities, statutory surplus, income
statements, and cash flows, she notes.  The Debtor's Statutory
Filings are available to the public at:

        http://www.ambac.com/investor_statutory.html

For those reasons, the Debtor believes that information
already available to the public in the form of the Debtor's
Public Disclosures satisfies the Rule 2015.3 Reporting
Requirements with respect to the Rule 2015.3 Entities.  As those
Public Disclosures are publicly available, the Debtor believes
its creditors have timely received that information as required
by Rule 2015.3(b).

On the contrary, Ms. Weiss insists, duplication of information in
the Public Disclosures in separate reports would only be
administratively burdensome on the Debtor's already stretched
resources and present additional costs that will provide no
commensurate benefit to the Debtor, its creditors, or any other
parties-in-interest.

Should the Court not grant a Rule 2015.3 Waiver, the Debtor asks
Judge Chapman to approve certain modifications of the Rule
2015.3(d) requirements.

Ms. Weiss explains that the Debtor's subsidiaries include 26
legal entities, of which (i) only two are directly owned by the
Debtor, (ii) AAC is the main operating subsidiary, and (iii) only
nine have material operations or value.  Requiring the Debtor to
divert its limited remaining resources to prepare and file
detailed Rule 2015.3 Reports with respect to dozens of entities,
many of which have no material operations or value, would place
an unnecessary burden on the Debtor's estate while providing
interested parties with little to no information relevant to the
Debtor's financial position, she emphasizes.

The Debtor thus proposed these modifications to Rule 2015.3
Reporting Requirements:

  (a) The Debtor will file its Rule 2015.3 Reports within 10
      business days after filing its Form 10-Q or 10-K for the
      applicable quarter to which the Rule 2015.3 Reports
      pertain.

  (b) With respect to the Material Subsidiaries, the Debtor
      will include in its Rule 2015.3 Reports only (i) a
      consolidating balance sheet, and (ii) a consolidating
      statement of operations in lieu of providing all of the
      Rule 2015.3 Information required by Official Form B26.

  (c) For Rule 2015.3 Entities that are inactive, with no
      significant operations, or otherwise are determined by the
      Debtor to have a value of $0, the Debtor will disclose the
      identity and nature of those entities in brief narrative
      form in lieu of providing all of the Rule 2015.3
      Information otherwise set forth in Official Form B26.

The proposed Rule 2015.3 Modifications reflect information that
the Debtor can prepare without expending significant resources,
Ms. Weiss points out.  She also assures the Court that the relief
in the Debtor's Motion will not prejudice any party-in-interest.

The Debtor aver that it intends to work with the U.S. Trustee,
the Official Committee of Unsecured Creditors and other key
constituents to provide reasonable access to information
regarding the Debtor's business and financial affairs on a
continuing basis.

Indeed, the Debtor and its professionals are working diligently
to complete its Schedules of Liabilities and Statements of
Financial Affairs, currently due on December 22, 2010, which will
provide considerable information on the Debtor's business
operations and financial position to all parties-in-interest, Ms.
Weiss adds.

The Court is set consider the Debtor's request on December 21,
2010.  Objections are due no later December 16.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr.
S.D.N.Y. Case No. 10-15973) on November 8, 2010.  Ambac said it
will continue to operate in the ordinary course of business as
"debtor-in-possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is
its largest shareholder.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor.  The
Blackstone Group LP is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Ambac Financial Group Inc.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMBAC FIN'L: Wants to Tap Ordinary Course Professionals
-------------------------------------------------------
In the ordinary course of business, Ambac Financial Group, Inc.
retains the services of several professionals, namely:

   Ordinary Course Professional           Services Rendered
   ----------------------------           -----------------
   Jackson Lewis LLP                      Legal services

   Morris, Nichols, Arsht & Tunnel LLP    Legal services

   Murphy, Pearson, Bradley & Feeney LLP  Legal services

   Nicholas H. Politan LLC                Mediation services for
                                          shareholder litigation

   Patterson, Belknap, Webb & Tyler LLP   Legal services

   Proskauer Rose LLP                     Legal services

   Tru Partners Consulting                Tax consulting in
                                          relation to disputed
                                          tax assessment

"It is essential that the employment of the OCPs, many of whom
are already familiar with the Debtor's business and financial
affairs, be continued to avoid disruption of the Debtor's normal
business operations during this critical time," Allison H. Weiss,
Esq., at Dewey & LeBoeuf LLP, in New York, tells the Court.

By this motion, the Debtor seeks the Court's permission to employ
the OCPs subject to certain procedures set forth in the ordinary
course, nunc pro tunc to the Petition Date.

To govern the employment of the OCPs, the Debtor proposes these
procedures:

  (1) Within 30 days after (i) the entry of an order granting
      the OCP Motion, and (ii) the date on which the OCP
      commences postpetition services for the Debtor, each OCP
      will provide to the Debtor's attorneys: (a) an affidavit
      certifying that the OCP does not represent or hold any
      interest adverse to the Debtor or its estate with respect
      to the matter for which that OCP is to be employed, and
      (b) a completed retention questionnaire.

  (2) The Debtor will then file the OCP Affidavit and Retention
      Questionnaire with the Court and serve a copy on (i) the
      U.S. Trustee for Region 2; (ii) counsel to The Bank of New
      York, as trustee in respect of the Debtor's Senior Notes;
      (iii) Law Debenture Trust Company of New York, as trustee
      with respect of the Debtor's Directly Issued Subordinated
      Capital Securities; and (iv) counsel to the Official
      Committee of Unsecured Creditors.

  (3) Any objecting Reviewing Party or any other objecting party
      will have 15 days following service to notify the Debtor,
      the Reviewing Parties, and the relevant OCP, in writing,
      of any objection to the retention based upon the OCP
      Affidavit or Retention Questionnaire.  If no objection is
      timely filed, the employment and compensation of that OCP
      will be deemed approved, without further order from the
      Court.  If an Objection is timely filed and that objection
      cannot be resolved within 20 days of the filing date of
      the Objection, the Objection will be set for a hearing
      before the Court.

  (4) The Debtor proposes that it be permitted to pay each OCP,
      without a prior application to the Court by that
      professional, 100% of the fees and disbursements incurred,
      upon the submission to, and approval by, the Debtor of an
      appropriate invoice setting forth, in reasonable detail,
      the nature of the services rendered and disbursements
      incurred.  However, if any amount owed for an OCP's fees
      and disbursements exceeds a total of $35,000 per month per
      professional on a "rolling basis," then the payments to
      that OCP for those excess amounts will be subject to the
      prior approval of the Court in accordance with Sections
      330 and 331 of the Bankruptcy Code, the Federal Rules of
      Bankruptcy Procedure, Local Bankruptcy Rules for the
      Southern District of New York, the fee guidelines
      promulgated by the U.S. Trustee and the Amended Guidelines
      for Fees and Disbursements for Professionals in Southern
      District of New York Bankruptcy Cases.

      Paying fees on a "rolling basis" means that an OCP whose
      fees and disbursements were less than $35,000 in any month
      would be eligible to apply the difference between $35,000
      and the amount billed in that month to any immediately
      following month in which fees and disbursements exceed
      $35,000; provided, however, that payment during any
      subsequent month will not exceed $50,000 per OCP.

  (5) Beginning on January 15, 2011, and on the 15th day of the
      subsequent month following the end of each quarter
      thereafter in which the Debtor's Chapter 11 case is
      pending, the Debtor will file with the Court and serve on
      the Reviewing Parties a statement compiling payment
      information with respect to each OCP paid during the
      immediately preceding three-month period.  That statement
      will include these information: (i) the name of the OCP;
      (ii) the aggregate amounts paid as compensation for
      services rendered and reimbursement of expenses incurred
      by that OCP during the reported quarter; and (iii) a
      general description of the services rendered by that OCP.

The Debtor reserves its right to supplement the list of the OCPs
in accordance with the proposed OCP procedures.  The Debtor
further reserves the right to request the retention of additional
OCPs from time to time during the pendency of its Chapter 11
case.

Ms. Weiss assures Judge Chapman that:

  (a) the OCPs are necessary for the Debtor's daily operations;

  (b) the expenses for the OCPs will be kept to a minimum; and

  (c) the OCPs will not perform substantial services relating to
      bankruptcy matters without permission of the Court.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr.
S.D.N.Y. Case No. 10-15973) on November 8, 2010.  Ambac said it
will continue to operate in the ordinary course of business as
"debtor-in-possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is
its largest shareholder.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor.  The
Blackstone Group LP is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Ambac Financial Group Inc.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMBAC FIN'L: Bonds Valued at 9.5 Cents in Credit Swaps Auction
--------------------------------------------------------------
Credit derivatives traders settling contracts that protected
against a default by Ambac Financial Group Inc. set a value of
9.5 cents on the dollar for debt of the company, the lowest price
for the bonds since they were issued, Shannon D. Harrington of
Bloomberg News reported.

An auction to settle the credit derivative trades for AFG was
held on December 10, 2010, according to www.creditfixings.com,
the web site of the auction's administrators Markit Group Ltd.
and Creditex, a unit of Intercontinental Exchange Inc.  According
to the auction Web site, 14 dealers submitted inside markets,
physical settlement requests and limit orders to the AFG auction.

A related report by Katy Burne of Dow Jones Newswires noted that
the auction determined the market value for the AFG bonds, and
the compensation to be paid out to investors for protection
sellers.

The 9.5-cent price means sellers of swaps on AFG will pay 90.5
cents on the dollar to buyers of protection to settle the
contracts, Bloomberg explained, citing data posted in the auction
Web site.  Bloomberg further stated that credit-swap traders are
settling contracts protecting about $1.58 billion of AFG debt,
citing data from the Depository Trust and Clearing Corp.

Bloomberg noted that AFG bonds dropped as dealers participating
in the auction reported a net demand to sell $407.9 million of
debt, which was matched with orders from the banks and their
clients.  The International Swaps and Derivatives Association
stated that AFG bonds with about $847 million outstanding were
deliverable into the auction, Bloomberg noted.

Bloomberg also cited the fall of AFG's $400 million of 5.95%
bonds due in December 2036 and its $250 million of 9.5% notes due
in February 2021 on December 10, 2010, at 4:15 p.m. in New York,
citing data from Trace, the bond-reporting system of the
Financial Industry Regulatory Authority.

The auction Web site disclosed that the final price for the debt
fell from an initial value of 12.75% to 9.5% on the dollar after
the auction's first round.

The Dow Jones Newswires report added that the 12.75% initial
price implied a recovery of 87 cents on the dollar.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr.
S.D.N.Y. Case No. 10-15973) on November 8, 2010.  Ambac said it
will continue to operate in the ordinary course of business as
"debtor-in-possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is
its largest shareholder.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor.  The
Blackstone Group LP is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Ambac Financial Group Inc.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN APPAREL: M. Bailey & A. Taylor Do Not Own Any Securities
-----------------------------------------------------------------
In separate Form 3 filing with the Securities and Exchange
Commission on November 30, 2010, Martin E. Bailey and Adrian
Taylor disclosed that they do not beneficially own any securities
of American Apparel, Inc.  Mr. Bailey serves as chief
manufacturing officer at American Apparel while Mr. Taylor acts as
corporate controller.

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 30, 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

The Company's balance sheet at September 30, 2010, showed
$322.7 million in total assets, $231.3 million in total
liabilities, and stockholders' equity of $91.4 million.

American Apparel disclosed in its quarterly report on Form 10-Q
for the third quarter of 2010 that based upon results of
operations for the nine months ended September 30, 2010, and
through the issuance of the financial statements and projected for
the remainder of 2010, the Company may not have sufficient
liquidity necessary to sustain operations for the next twelve
months, and that it is probable that beginning January 31, 2011,
the Company will not be in compliance with the minimum
Consolidated EBITDA covenant under the $80,000,000 term loan with
Lion Capital LLP.

"Noncompliance with covenants under the Lion Credit Agreement
would constitute an event of default under the BofA Credit
Agreement, which, if not waived, could block the Company from
making borrowings under the BofA Credit Agreement," the Company
said in the filing.  "These factors, among others, raise
substantial doubt that the Company will be able to continue as a
going concern."


AVITAR INC: Files Form 15 as Stockholders Only Number to 192
------------------------------------------------------------
Avitar Inc. filed with the Securities and Exchange Commission on
November 30, 2010, a Form 15 certification of termination of
registration of its common stock pursuant to Rule 12g-4(a)(1) and
Rule 12g-4(a)(2).

Avitar said there are only 192 holders of common stock as of
November 30, well below the threshold of 300 holders for the class
of securities.

With the filing of the Form 15, the Company's duty to file any
reports under Section 13(a) will be suspended immediately.

On November 30, 2010, Avitar filed a current report on Form 8-K,
saying that it has issued a press release updating its Joint
Venture Agreement with Johnny Famous Shoes, Inc. and advising that
due to a production delay, certain orders have been lost but have
been replaced by new orders

                         About Avitar Inc.

Avitar Inc. (OTC BB: AVRN.OB)-- http://www.avitarinc.com/--
develops, manufactures and markets proprietary products in the
oral fluid diagnostic market, disease and clinical testing market,
and customized polyurethane applications used in the wound
dressing industry.

                          *     *     *

Avitar, a small business issuer, last filed a quarterly report on
Form 10-Q in February 2008 and an annual report on Form 10-K in
December 2007.

BDO Seidman LLP, in Boston, expressed substantial doubt about
Avitar Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Sept. 30, 2007.  The auditing firm reported that the
company has suffered recurring losses from operations and has
working capital and stockholder deficits as of Sept. 30, 2007.

Avitar Inc.'s consolidated balance sheet at Dec. 31, 2007, showed
$1,452,056 in total assets, $9,335,504 in total liabilities, and
$3,215,490 in convertible preferred stock and redeemable
convertible preferred stock, resulting in an $11,098,938 total
stockholders' deficit.


BAKERS FOOTWEAR: Incurs $8.93-Mil. Net Loss in Oct. 30 Qtr.
-----------------------------------------------------------
Bakers Footwear Group Inc. filed its quarterly report on Form 10-
Q, reporting a net loss of $8.93 million on $40.58 million of net
sales for the 13 weeks ended Oct. 30, 2010, compared with a net
loss of $10.17 million on $39.04 million of net sales for the 13
weeks ended Oct. 31, 2009.

The Company's balance sheet at Oct. 30, 2010, showed
$51.16 million in total assets, $45.51 million in total current
liabilities, $8.91 million in accrued rent liabilities, $4 million
in subordinated convertible debentures, $4 million in subordinated
debentures, and stockholders' deficit of $11.25 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?7109

Peter Edison, chairman and chief executive officer of Bakers
Footwear Group stated in an earnings release, "We are pleased to
continue our positive sales performance and report a 5.9% increase
in comparable store sales for the quarter.  Our comps were
positive in each month of the quarter and improved sequentially
from August through October.  By category, dress shoes and casual
boots were particularly strong and we also saw a favorable
response to our launch of H by Halston in early September.  As we
look ahead, we remain optimistic about our ability to continue our
favorable sales trends during the holiday selling season.  We
expect to report solid sales growth in the fourth quarter, driven
by continued momentum in casual boots and the launch of our Wild
Pair brand in select Bakers stores."

                      About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC Bulletin
Board: BKRS.OB) is a mall-based, specialty retailer of footwear
and accessories for young women.  The Company's merchandise
includes private label and national brand dress, casual and sport
shoes, boots, sandals and accessories.  The Company currently
operates 236 stores nationwide.

As reported in the Troubled Company Reporter on May 4, 2010,
Ernst & Young LLP, in St. Louis, Mo., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its results for the fiscal year ended January 30, 2010.
The independent auditors noted that the Company has incurred
substantial losses from operations in recent years
and has a significant working capital deficiency.


BAKHTAVER IRANI: Court Extends Filing of Schedules Until Jan. 21
----------------------------------------------------------------
The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey extended, at the behest of Bakhtaver K.
Irani and Aspi K. Irani, the deadline for the filing of schedules
of assets and liabilities and statement of affairs and statement
of executor contracts for an additional of 30 days, to January 21,
2010.

The Debtors were unable to file completed Schedules and Statement
of Affairs at the time of the filing of the Petition.  The
emergent nature of the Chapter 11 filing, as well as the demands
made upon the Debtors by their business obligations didn't allow
for same.

Franklin Lakes, New Jersey-based Bakhtaver A. Irani and Aspi K.
Irani filed for Chapter 11 bankruptcy protection on December 8,
2010 (Bankr. D. N.J. Case No. 10-47961).  Daniel Stolz, Esq., at
Wasserman, Jurista & Stolz, serves as the Debtors' bankruptcy
counsel.  The Debtors estimated their assets and debts at
$10 million to $50 million.


BAKHTAVER & ASPI: Taps Wasserman Jurista as Bankruptcy Counsel
--------------------------------------------------------------
Bakhtaver and Aspi Irani ask for authorization from the U.S.
Bankruptcy Court for the District of New Jersey to employ
Wasserman, Jurista & Stolz, P.C., as bankruptcy counsel.

WJ&S will represent the Debtor in its capacity as debtor-in-
possession.

   Robert B. Wasserman, Partner                      $525
   Steven Z. Jurista, Partner                        $500
   Daniel M. Stolz, Partner                          $500
   Stuart M. Brown, Of Counsel                       $450
   Kenneth L. Moskowitz, Of Counsel                  $450
   Norman D. Kallen, Of Counsel                      $450
   Keith Marlowe, Of Counsel                         $450
   Leonard C. Walczyk, Partner                       $400
   Michael McLauhglin, Partner                       $400
   Scott S. Rever, Associate                         $375
   Donald W. Clarke, Associate                       $250
   Pamela Bellina, Paralegal                         $150
   Legal Assistants                                  $100

Daniel M. Stolz, Esq., at Wasserman Jurista, assures the Court
that the firm does not hold or represent any interest adverse to
the Debtors' estates and is a "disinterested person" under
Section 101(14) of the Bankruptcy Code.

Franklin Lakes, New Jersey-based Bakhtaver A. Irani and Aspi K.
Irani filed for Chapter 11 bankruptcy protection on December 8,
2010 (Bankr. D. N.J. Case No. 10-47961).  The Debtors estimated
their assets and debts at $10 million to $50 million.


BEAR STEARNS: Goldman Denies Causing Funds' Collapse
----------------------------------------------------
American Bankruptcy Institute reports that Goldman Sachs Group
Inc. told a U.S. panel examining the financial crisis that the
company was not responsible for toppling two Bear Stearns & Co.
hedge funds in early 2007.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a financial services firm
serving governments, corporations, institutions and individuals
worldwide.  The investment bank collapsed in 2008 and was sold in
a distressed sale to JPMorgan Chase in a transaction backed by the
U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint liquidators.  The joint
liquidators filed for Chapter 15 petitions before the U.S.
Bankruptcy Court for the Southern District of New York the next
day.  On August 30, 2007, the Honorable Burton R. Lifland denied
the Funds protection under Chapter 15 of the Bankruptcy Code.


BERMEDLEN INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bermedlen, Inc.
        112 East Penn Street
        Bedford, PA 15522

Bankruptcy Case No.: 10-71438

Chapter 11 Petition Date: December 13, 2010

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Debtor's Counsel: James R. Walsh, Esq.
                  Roger P. Poorman, Esq.
                  SPENCE CUSTER SAYLOR WOLFE & ROSE
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: (814) 536-0735
                  Fax: (814) 539-1423
                  E-mail: jwalsh@spencecuster.com
                          rpoorman@spencecuster.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/pawb10-71438.pdf

The petition was signed by Alice Faye Latshaw, president.


BERNARD L MADOFF: Court Sets Bongiorno Bail at $2.4MM
-----------------------------------------------------
Reuters reports that Annette Bongiorno, one of Bernard Madoff's
longest serving employees, will have to give up at least $2.4
million and her husband's money for a judge to consider granting
her bail on criminal charges, a New York court heard on Wednesday.
Reuters relates U.S. District Judge Laura Taylor Swain gave Ms.
Bongiorno, 62, until Noon on Thursday to disclose to U.S.
prosecutors the whereabouts of millions of dollars they say are
proceeds from Mr. Madoff's Ponzi scheme.  Ms. Bongiorno worked in
the investment advisory arm of Bernard L. Madoff Investment
Securities for 40 years until Mr. Madoff's December 11, 2008
arrest.  She is under house arrest in Boca Raton, Florida.

                        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.


BUILDERS FINANCIAL: Plan Offers 10% to Preferreds in 10 Years
-------------------------------------------------------------
Steve Daniels at Chicago Business reports that Builders Financial
Corp., the parent of the Chicago-based Builders Bank, has filed a
proposed Chapter 11 plan that would offers to pay holders of about
$40 million in trust-preferred securities just 10 cents on the
dollar over the next decade.

According to the report, under the Plan, Builders Bank owner and
CEO Mitchell Saywitz would preserve its equity in the holding
company under his reorganization plan.  Mr. Mitchell along with
his wife is sole owner of Builders Financial.

Under Mr. Saywitz's bankruptcy plan, he pledges to pay his trust-
preferred holders a total of $4.5 million over 10 years, with
$1.7 million of that to be paid in the last four years.  Mr.
Saywitz has promised to make the first payment of $100,000 himself
and has guaranteed to pay the second installment of $150,000 the
following year if the bank can't afford to do it, according to the
report.

Based in Chicago, Illinois, Builders Financial Corporation filed
for Chapter 11 bankruptcy protection on July 13, 2010 (Bankr. N.D.
Ill. Case No.: 10-31180).  Judge Bruce W. Black precedes the case.
David K. Welch, Esq., at Crane Heyman Simon Welch & Clar,
represents the Debtor in its restructuring efforts.  The Debtor
estimated assets between $1 million and $10 million, and debts of
$10 million and $50 million.


CALYPTE BIOMEDICAL: 10-Q Exhibit Kept Confidential
--------------------------------------------------
Calypte Biomedical Corporation submitted an application under Rule
24b-2 requesting confidential treatment for information it
excluded from the Exhibits to a Form 10-Q filed on October 29,
2010, as amended on Form 10-Q/A filed on November 22, 2010.

Based on representations by Calypte Biomedical Corporation 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 10.198 will not be
released to the public until October 28, 2015.

In October 2010, Calypte Corporation filed its quarterly report on
Form 10-Q, showing a net loss of $571,000 on $59,000 of net sales
for the three months ended June 30, 2010, compared with a net loss
of $798,000 on $200,000 of net sales for the same period a year
earlier.  The Company's balance sheet at June 30, 2010, showed
$5.21 million in total assets, $21.11 million in total
liabilities, and a stockholders' deficit of $15.90 million.  A
full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6d65

                      About Calypte Biomedical

Portland, Ore.-based Calypte Biomedical Corporation develops,
manufactures, and distributes in vitro diagnostic tests, primarily
for the diagnosis of Human Immunodeficiency Virus infection.

Odenberg, Ullakko, Muranishi & Co. LLP, in San Francisco,
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 defaulted on
$6.3 million of 8% Convertible Promissory Notes and related
Interest Notes and $5.2 million of 7% Promissory Notes, has
suffered recurring operating losses and negative cash flows from
operations, and management believes that the Company's cash
resources will not be sufficient to sustain its operations through
2010 without additional financing.


CAPITAL HOME: Section 341(a) Meeting Scheduled for Jan. 13
----------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Capital
Home Sales, LLC's creditors on January 13, 2010, at 1:30 p.m.  The
meeting will be held at 219 South Dearborn, Office of the U.S.
Trustee, 8th Floor, Room 802, Chicago, Illinois 60604.

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

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

Portland, Oregon-based Capital Home Sales, LLC -- dba Falcon
Financial, LLC; Kestral Financial, LLC; Emerald Financial, LLC;
Teal Financial, LLC; Harrier Financial, LLC; Goshawk Financial,
LLC; Heron Financial, LLC; Wigeon Financial, LLC; Kestral Onel,
LLC; Kestral Rentals; Wigeon Rentals; and Goshawk Rentals -- filed
for Chapter 11 bankruptcy protection on December 8, 2010 (Bankr.
N.D. Ill. Case No. 10-54387).  Gregory K. Stern, Esq., at Gregory
K. Stern, P.C., serves as the Debtor's counsel.  The Debtor
estimated its assets at $50 million to $100 million and debts at
$10 million to $50 million.


CATHOLIC CHURCH: Del. to Abandon O'Connor Inheritance
-----------------------------------------------------
The Catholic Diocese of Wilmington, Inc., notifies the U.S.
Bankruptcy Court for the District of Delaware and parties-in-
interest of its intention to abandon any interest in a certain
estate property, or the proceeds of the property, pursuant to
Section 554(a) of the Bankruptcy Code and Rule 6007 of the Federal
Rules of Bankruptcy Procedure.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, informs Judge Sontchi that the
Diocese is one of 18 beneficiaries under the will of Francis
O'Connor, of New Castle County, in Delaware.

In his will, the Decedent bequeathed a 4% share of "the residue of
his estate, real and personal, per stirpes and not der capita, out
right and free of trust, wherever situate" to "Catholic Diocese of
Wilmington (Priest Retirement Fund)".  The Diocese was contacted
by the Executrices of the Decedent's estate, and counsel to the
estate, who represent that the estate's primary asset is a
condominium unit located at 1000 Fountainview Circle, Unit 303, in
Newark, Delaware 19713.

The Executrices have found buyers for the Property for $155,000
and, on behalf of the Decedent's estate, entered into an Agreement
of Sale with the buyers on October 18, 2010.  The Executrices and
the buyers would like to move to closing, but the closing attorney
contends the Executrices need a power of attorney from each of the
beneficiaries under the will, in order to have proper legal
authority to sign the deed and convey title to the Property.  The
Executrices have obtained POAs from the 17 other beneficiaries
under the will having 96% of the beneficial interest in the
Property.

On November 3, 2010, the Agreement of Sale was amended so as to
permit the buyers to take possession of the Property pending final
settlement.

While the Diocese believes the execution of a POA in favor of the
Executrices under these circumstances would be an "ordinary
course" transaction permitted by Section 363(c) of the Bankruptcy
Code, the closing attorney has requested a "comfort order"
confirming the same.

The Diocese believes the cost of any motion practice in the
Bankruptcy Court concerning the Property would outweigh any
economic benefit to the bankruptcy estate and general creditors
from the Property, particularly given that any proceeds of the
sale of the Property ultimately distributed to the Diocese would
be subject to a testamentary restriction limiting the use the
proceeds for the payment of clergy pensions.

Accordingly, the Diocese proposes to abandon any interest of the
estate in the Property because it is burdensome to the estate and
of inconsequential value and benefit to the estate.

Mr. Patton notes that following abandonment, the estate's interest
in the Property will revert to the Diocese.  Thereafter, the
Diocese intends to execute a POA in favor of the Executrices and
to receive and use the cash proceeds of the Property for the
payment of clergy pensions.

Objections to the proposed abandonment must be filed with the
Court on December 21, 2010.  A hearing on the matter will not be
scheduled unless an objection is filed by that deadline.

                  About the Diocese of Wilmington

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

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

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


CATHOLIC CHURCH: Oregon Complies Charter to Protect Children
------------------------------------------------------------
Archbishop John G. Vlazny received a letter dated November 23,
2010 reporting that the Archdiocese of Portland [in Oregon] is in
compliance with the Charter to Protect Children.  The letter from
The Gavin Group, the independent auditors of Catholic dioceses
across the United States, stated, "Based on the analysis of the
results of the 2010 Full Audit of the Archdiocese of Portland OR,
you have been found to be in compliance with the Charter for the
Protection of Children and Young People."

The Charter was adopted by the United States Conference of
Catholic Bishops in June 2002, and revised in June 2005.  The
Charter provides policies and procedures for the protection of
children.  The policies and practices of the Archdiocese received
full on-sight audits in 2003, 2004, 2005, 2007, 2010 and data
collection audits were performed in 2008 and 2009.

The Archdiocese of Portland is committed to providing a safe
environment for all parishioners and students.  Since 1995,
employee background checks have been a requirement in hiring
procedures for those working with children.  A background check
for volunteers working with minors was required beginning in 2002.
These background checks need to be renewed every three years.
Since 2007, more than 59,900 background checks have been done for
nearly 25,000 individuals who are employees or volunteers.

Parishes and Catholic schools in the Archdiocese have one or more
trainers to work with teachers, staff and parents.  The
Archdiocese uses a safe environment and protection program called
"Called to Protect Program" by Praesidium, Inc.  For adults, this
program teaches about the warning signs of possible sexual abuse
or boundary violations with minors, and how to respond to those
warning signs.  Nearly 40,000 parents and adult family members
have received this training.  There is also a required on-going
training program on the internet for those working four or more
times per year with minors called Armatus.

The Archdiocese has an Office for Child Protection/Victim
Assistance, which began in 2002.  Ms. Cathy Shannon is the
director, e-mail cshannon@archdpdx.org.

Created as an archdiocese in 1846, the Archdiocese of Portland
includes 124 parishes and 23 missions.  The Archdiocese of
Portland includes Catholic parishes in western Oregon from the
Columbia River to the California boarder and from the Cascades to
the Pacific Ocean.

                   About Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for Chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on February 27,
2007.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CAVALYN MULLER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cavalyn Muller
        4092 Carters Creek Pike
        Franklin, TN 37064

Bankruptcy Case No.: 10-13468

Chapter 11 Petition Date: December 14, 2010

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

Judge: Marian F Harrison

Debtor's Counsel: E. Covington Johnston, Esq.
                  JOHNSTON & STREET
                  238 Public Sq.
                  Franklin, TN 37064
                  Tel: (615) 791-1819
                  Fax: (615) 791-1418
                  E-mail: ecjohnston@covad.net

Scheduled Assets: $1,059,710

Scheduled Debts: $768,608

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb10-13468.pdf


CENTAUR LLC: Court OKs AHT Bid for Pa. Harness-Racing License
-------------------------------------------------------------
Eric Poole at Calkins Media reports that a a Delaware-based
federal bankruptcy court approved the $5.6 million bid of American
Harness Tracks LLC, based in Pittsburgh, made in October for
rights to Pennsylvania's final harness-racing license.  That
license is now held by Centaur Gaming, which is liquidating assets
as part of the bankruptcy procedure.

According to the report, American Harness Tracks has until the end
of this year to formally apply for the harness-racing license.  If
the Harness Racing Commission approves the application, the
company could then apply for the casino license.

                        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.


CHINA BAK: PKF Hong Kong Raises Going Concern Doubt
---------------------------------------------------
China BAK Battery, Inc., filed on December 14, 2010, its annual
report on Form 10-K for the fiscal year ended September 30, 2010.

PKF Hong Kong, a member of PKF International, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a working capital deficiency and accumulated deficit from net
losses incurred for each of the three years in the period ended
September 30, 2010.

The Company reported a net loss of $32.78 million on
$214.80 million of net revenues for fiscal 2010, compared with a
net loss of $13.99 million on $211.14 million of net revenues for
fiscal 2009.

The Company's balance sheet at September 30, 2010, showed
$457.33 million in total assets, $306.90 million in total
liabilities, and stockholders' equity of $150.43 million.

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

               http://researcharchives.com/t/s?7110

Shenzhen, PRC-based China BAK Battery, Inc., is a global
manufacturer of lithium-based battery cells.


CLEARWIRE CORP: Board Appoints SprintNextel-Named Directors
-----------------------------------------------------------
On December 10, 2010, the Board of Directors of Clearwire
Corporation appointed William R. Blessing, Mufit Cinali and
Hossein Eslambolchi, Ph.D as directors of the Company, with the
appointments effective immediately.

The nominations of Messrs. Blessing, Cinali and Eslambolchi were
made by Sprint Nextel Corporation pursuant to the terms of the
Equityholders' Agreement dated November 28, 2008 by and among the
Company, Sprint, Google Inc., Comcast Corporation, Time Warner
Cable Inc., Bright House Networks LLC, Intel Corporation and Eagle
River Holdings, LLC., to fill the positions left open by the
resignations on September 28, 2010 of Keith O. Cowan, Steve Elfman
and Daniel R. Hesse.

Mr. Blessing is currently a consultant to Burns & McDonnell where
he advises clients on smart grid and telecommunications strategy.
Prior to this, he served as Senior Vice President, Corporate
Strategy and Development for Embarq Corporation, an integrated
communications services provider. He also held various executive
positions with Sprint from 1990 to 2005.

Mr. Cinali is currently a Managing Director with Springwell
Capital Partners, LLC. He has also held strategy, development and
M&A positions with Hughes Electronics Corporation, AT&T, GE
Capital Corporation, and Bain and Company.

Dr. Eslambolchi holds extensive experience in the
telecommunications industry and is currently a technical advisor
to Ericsson Corporation and the University of California School
of Engineering.  He has held several senior positions with
AT&T including global Chief Technology Officer, global Chief
Information Officer, Chief President and Chief Executive Officer
of AT&T Labs and AT&T Global Network Services.

                   About Clearwire Corporation

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

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

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

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


CONCHO RESOURCES: S&P Retains 'BB' Rating on Senior Unsec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating
on U.S. exploration and production company Concho Resources
Inc.'s senior unsecured notes to '4' from '3', indicating S&P's
expectation of average (30% to 50%) recovery for lenders in a
payment default.  The revision reflects the recent issuance of
$600 million of senior unsecured debt that was upsized from
$350 million, to which S&P had originally rated.  The issue
rating remains 'BB'.

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

                           Ratings List

                      Concho Resources Inc.

         Corporate credit rating           BB/Stable/--

                    Revised Recovery Rating
                        Senior unsecured

                                        To             From
                                        --             ----
       $600 mil sr unsecd nts           BB             BB
        Recovery rating                 4              3


COSINE COMMUNICATIONS: Amends Docs. for Going-Private Proposal
--------------------------------------------------------------
CoSine Communications, Inc. filed with the Securities and Exchange
Commission Amendment No. 4 to its Schedule 13E-3 in connection
with a proposed transaction to deregister its shares of common
stock, $0.0001 par value per share, under the federal securities
laws.  At a special meeting of stockholders, the Company's
stockholders of record will vote on approval of amendments of the
Company's Certificate of Incorporation to effect a 1-for-500
reverse stock split immediately followed by a 500-for-1 forward
stock split of Common Stock.

As a result of the transaction, (a) registered stockholders owning
fewer than 500 immediately prior to the effective time of the
Reverse Stock Split ("Cashed-out Stockholders") will receive
$2.24 in cash, without interest, for each share held immediately
prior to the effective time of the Reverse Stock Split, and they
will no longer be the Company's stockholders, and (b) each share
of Common Stock held by a registered stockholder owning 500 or
more shares immediately prior to the effective time of the Reverse
Stock Split will continue to represent one share of Common Stock
after completion of the Transaction.

The Special Committee and the Board have decided that the costs of
being a Securities and Exchange Commission ("SEC") reporting
company currently outweigh the benefits and, thus, it is no longer
in the Company's best interests or the best interests of its
stockholders, including unaffiliated stockholders (consisting of
stockholders other than our executive officer, directors, 10%
stockholders and their affiliates) for the Company to remain an
SEC reporting company. The Transaction is intended to make CoSine
a non-SEC reporting company.

A copy of Amendment No. 4 is available for free at:

               http://ResearchArchives.com/t/s?70f2

A copy of the original Schedule 13E-3:

               http://researcharchives.com/t/s?70f2

                    About Cosine Communications

Los Gatos, California-based CoSine Communications, Inc. (Pink
Sheets:COSN.pk) was founded in 1998 as a global telecommunications
equipment supplier.  As of December 31, 2006, CoSine had ceased
all its product and customer service related operations.  CoSine's
strategic plan is to redeploy its existing resources to identify
and acquire, or invest in, one or more operating businesses with
the potential for generating taxable income or capital gains.
This strategy may allow CoSine to realize future cash flow
benefits from its net operating loss carry-forwards.  No
candidates have been identified, and no assurance can be given
that CoSine will find suitable candidates, and if it does, that it
will be able to utilize its existing NOLs.

Burr Pilger Mayer Inc. of San Jose, California, which audited the
Company's annual report for 2009, said that that the CoSine
Communications Inc.'s actions in September 2004 in connection with
its ongoing evaluation of strategic alternatives to terminate most
of its employees and discontinue production activities in an
effort to conserve cash, raise substantial doubt about its ability
to continue as a going concern.

The Company's balance sheet at Sept. 30, 2010, showed
$21.84 million in total assets, $189.0 in total current
liabilities, and stockholder's equity of $21.65 million.


CREDITRON FINANCIAL: Must Sell to Veteran to Avoid Liquidation
--------------------------------------------------------------
Ed Palatella at GoErie.com reports that a federal bankruptcy judge
gave Veteran Call Center, the prospective buyer of the assets of
Creditron Financial Corp., until Dec. 20, 2010, to reach a sales
agreement with Creditron.  The Judge set Feb. 28, 2010, as a
closing date for the sale.

The judge would shut the Company by converting the Chapter 11 case
to Chapter 7 liquidation if the deal fell through, according to
the report.  About 400 workers are at risk of loosing their job.

Based in Erie, Pennsylvania, Creditron Financial Corporation dba
Teletron Marketing Group Inc. filed for Chapter 11 bankruptcy
protection on July 3, 2010 (Bankr. W.D. Penn. Case No.: 08-11289).
Stephen H. Hutzelman, Esq., Plate Shapira Hutzelman Berlin May, et
al., represents the Debtor.  Debtor's financial condition as of
July 3, 2008, showed $3 million in total assets, and $4.8 million
in total debts.


CYNERGY DATA: Former CEO Seeks $60 Million in Defense Costs
-----------------------------------------------------------
Bankruptcy Law360 reports that the co-founder and former CEO of
Cynergy Data LLC is challenging the Company's blueprint for
reorganization, arguing it doesn't account for more than
$60 million he says he is owed in indemnification costs for
bankruptcy-related litigation.

                        About Cynergy Data

Launched in 1995, Cynergy Data was a merchant credit card
processing service provider.  The Company and two affiliates --
Cynergy Data Holdings, LLC, and Cynergy Prosperity Plus, LLC --
filed for Chapter 11 bankruptcy protection on September 1, 2009
(Bankr. D. Del. Case No. 09-13038).  Cynergy Data said that it had
assets of $109.5 million against debts of $186.1 million as of
June 30, 2009.

The Company's legal advisor is Nixon Peabody LLP; its financial
and restructuring advisor is CM&D Management Services LLC; its
industry expert is Unicorn Partners, LLC; and its investment
bankers are Stifel, Nicolaus & Company and Peter J. Solomon
Company.  The Company also hired Pepper Hamilton LLP as bankruptcy
and restructuring counsel.  Charles D. Moore of Conway MacKenzie,
Inc., serves as chief restructuring officer.  Kurtzman Carson &
Consultants LLC serves as claims and notice agent.

Cynergy Data filed for Chapter 11 to complete the sale of all of
its assets to an affiliate of The ComVest Group.  The $81 million
sale was completed October 2009.  The Debtor was renamed to
Liquidation Co. LLC following the sale.


DARLING INTERNATIONAL: S&P Assigns 'BB-' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
corporate credit rating to Irving, Texas-based Darling
International Inc.  The outlook is stable.

"At the same time, S&P assigned a 'BB+' issue-level rating
(two notches above the corporate credit rating) to Darling's
$300 million senior secured term loan B facility maturing 2016,
with a recovery rating of '1', indicating S&P's expectation for
very high (90%-100%) recovery in the event of a payment default,"
said Standard & Poor's credit analyst Christopher Johnson.

S&P also assigned 'B' issue-level rating (two notches below the
corporate credit rating) to Darling's $250 million senior
unsecured notes maturing 2018, with a recovery rating of '6',
indicating its expectations for negligible (0-10%) recovery in the
event of a payment default.

The company intends to use debt proceeds totaling about
$725 million, including the recently issued $250 unsecured notes,
$175 million drawn on a $325 million revolving credit facility
(not rated) maturing 2015, and $300 million senior secured term
loan B, together with cash on hand, to purchase Griffin Industries
and pay fees and expenses.

The 'BB-' corporate credit rating reflects S&P's opinion that
Darling has a weak business risk profile and a significant
financial risk profile pro forma for the pending acquisition.

Darling's business risk profile reflects its reliance on the
volatile protein-processing industry for a significant portion of
the byproduct supplies it needs to operate its food rendering
facilities, as well as its exposure to the food service industry,
which S&P believes faces challenging near-term growth prospects.
Still, S&P believes healthy demand for the company's finished
products -- Meat and Bone Meal, Bleachable Fancy Tallow, and
Yellow Grease -- used for animal feed, pet food, and to a lesser
extent bio-diesel, will continue to support the company's high
rates of sales turnover and modest seasonal working capital needs.
S&P also expect the combined company's scale will enable it to
maintain its leading market positions in the noncaptive segment of
the U.S. protein byproduct rendering industry while generating
good operating margins (currently over 17%), which benefit in part
from formula-based pricing.

Darling's financial risk profile primarily reflects the proposed
significant levels of debt and financial leverage that will follow
its acquisition of Griffin Industries.  S&P believes pro forma
adjusted debt to EBITDA for the transaction will be close to 3x
compared with a leverage ratio of less than 1x for the 12 months
ended Sept. 30, 2010.  S&P also believes the company will continue
to generate meaningful levels of free cash flow, which should
allow for the future deleveraging while maintaining an adequate
liquidity position.  S&P believes the company will repay debt by
more than $50 million with free cash flow and improve leverage to
below 3x by fiscal year ending
Dec. 31, 2011.


DECORATOR INDUSTRIES: Amex Lifts Trading Halt
---------------------------------------------
Decorator Industries, Inc. disclosed that NYSE/AMEX has notified
the Company that it will lift, effective immediately, the trading
halt in the Company's common stock.

The Company has filed its 10-Q for the third quarter ended October
2, 2010 and is current with its SEC filing obligations and is in
compliance with all NYSE Amex listing standards.  The Exchange
will be lifting the trading halt as a result of the Company's
compliance.

As previously announced, the Company, as a cost-saving matter,
intends to delist its common stock from AMEX and deregister its
common stock under the Securities Exchange Act of 1934. The
delisting will be effective the morning of December 21, 2010.

Decorator Industries, Inc. is a leading supplier of interior
furnishings for the hospitality, manufactured housing and
recreational vehicle industries.


DENNY'S CORP: To Repurchase Common Stock Under Rule 10b5-1
----------------------------------------------------------
Denny's Corporation announced the adoption of a pre-arranged stock
trading plan for the purpose of repurchasing a limited number of
Denny's Corporation common stock in accordance with guidelines
specified under Rule 10b5-1 of the Securities Exchange Act of 1934
and the Company's policies regarding stock transactions.  This
plan has been established in accordance with, and as a part of,
the Company's stock repurchase program previously announced on
November 9, 2010.

Rule 10b5-1 allows a company to adopt a written, pre-arranged
stock trading plan at a time when it does not have material, non-
public information and avoid concerns about whether it had
material, non-public information at the time of the repurchase
transactions pursuant to the plan.

Repurchases under the Company's 10b5-1 plan will be administered
through an independent broker.  The plan will cover the repurchase
of shares commencing no earlier than January 13, 2011 and expiring
June 14, 2011.  Repurchases are subject to SEC regulations as well
as certain price, market volume and timing constraints specified
in the plan.

                      About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

Denny's carries "B2" corporate family and probability of default
ratings from Moody's Investors Service.

As reported by the Troubled Company Reporter on Sept. 15, Standard
and Poor's affirmed Denny's Corp.'s corporate credit rating at
'B+'.


DIGITAL TELECOMMUNICATIONS: To Shut Down Operations in January
--------------------------------------------------------------
WinonaDailyNews.com reports that Digital Telecommunications said
it will cease to provide service by Jan. 13, 2011, leaving about
25 workers with out work.

A person with knowledge of the matter said a dispute with Qwest is
the reason for the company ending its operations.  "DTI filed
bankruptcy in August largely due to a 450% price increase from
Qwest in some products.  A case is pending at the Minnesota Public
Utilities Commission.  In addition, Qwest has not provided all
carrier to carrier billing detail, which also is a significant
loss to DTI.  As a result, DTI is no longer able to continue,"
source quotes the person as stating.

Based in Winona, Minnesota, Digital Telecommunications Inc. filed
for Chapter 11 bankruptcy protection on Aug. 16, 2010 (Bankr.
D. Minn. Case No. 10-36001).  Judge Dennis D. O'Brien precedes the
case.  Clinton E. Cutler, Esq., Fredrikson & Byron, P.A.,
represents the Debtor in its restructuring efforts.  The Debtor
estimated both assets and debts of between $1 million and $10
million in its petition.


DIVINE SQUARE: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Divine Square LW, LLC, has filed with U.S. Bankruptcy Court for
the Southern District of Florida its list of 20 largest unsecured
creditors, disclosing:

  Entity                         Nature of Claim      Claim Amount
  ------                         ---------------      ------------
Intervest National Bank         Bank Loan            Claim of
625 Court Street                                     approximately
Clearwater, FL 33756                                 $14,800,000.
                                                     Value of
                                                     security
                                                     estimated at
                                                     $8-10 million
                                                     but subject
                                                     to valuation

Florida Power & Light           Utility Service           $28,759
General Mail Facility
Miami, FL 33188-0001

TM Realty Services, LLC         Property                  $20,000
2150 Coral Way                  Management
Miami, FL 33145                 Services

Colliers Abood Wood-Fay         Commissions               $15,845

Control Building Services, Inc. Property Services         $15,351

Kone, Inc.                      Elevator                  $10,481
                                Repairs/Service

Otis Elevator Company           Elevator                   $9,940
                                Repairs/Service

Debon Air                       Air Conditioning           $8,818
                                Service/Repairs

Security Services of America    Security Services          $7,631

Marlins Clean Green, Inc.       Janitorial Services        $6,461

Nor-Seg                         Security Services          $6,330

Gregory R. Beck, P.A.           Legal Services             $5,052

Creative Carpet Concepts        Carpeting                  $5,069

City of North Miami Beach       Water & Sewer              $3,041

Pick's Safe & Lock Corp.        Lock Repairs               $1,243

Essex Electrical Service, Inc.  Electrical Services        $1,015

Latite Roofing & Sheet Metal    Roof Repair                $1,009

AT&T                            Telecommunications           $952

CBS Property Maintenance        Tree Service                 $835

Dalco Electric, Inc.            Electrical Services          $750

                        About Divine Square

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


DWAYN ST. OURS: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Dwayne R. St. Ours
               Irina St. Ours
               P.O. Box 717
               Gorham, ME 04038

Bankruptcy Case No.: 10-22062

Chapter 11 Petition Date: December 14, 2010

Court: United States Bankruptcy Court
       District Court of Maine (Portland)

Debtor's Counsel: Joseph L. Goodman, Esq.
                  THE GOODMAN LAW FIRM, P.A.
                  P.O. Box 7523
                  Portland, ME 04112
                  Tel: (207) 775-4335
                  E-mail: joe@goodmanlawfirm.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' 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/meb10-22062.pdf

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Irina I, LLC                           10-22061   12/14/10


EMPIRE RESORTS: Former Mohegan Sun Exec. Named New CFO
------------------------------------------------------
On December 13, 2010, Empire Resorts Inc. appointed Laurette J.
Pitts to serve as its Chief Financial Officer.  Ms. Pitts replaces
Joseph A. D'Amato as Chief Financial Officer of the Company.

Mr. D'Amato, who previously served as both Chief Executive Officer
and Chief Financial Officer, will continue to serve as the
Company's Chief Executive Officer.

Ms. Pitts has served in various capacities in the gaming industry
since 1992.  Prior to her employment with the Company, Ms. Pitts
most recently served from December 2008 until December 2010 as
Regional Vice President of Finance and Administration for American
Racing and Entertainment, LLC, a private company that owns and
operates horseracing, resort, and gaming facilities, including
Tioga Downs and Vernon Downs.  She previously served as Chief
Financial Officer for Mohegan Sun at Pocono Downs, a gaming and
entertainment facility owned by the Mohegan Tribe of Indians of
Connecticut, from April 2005 until November 2008.

The Company entered into an employment agreement with Ms. Pitts,
dated as of December 13, 2010, which provides for a term ending on
December 13, 2012 unless Ms. Pitts' employment is terminated
earlier by either party in accordance with the provisions thereof.
Ms. Pitts is to receive a base salary at the annual rate of
$215,000 per year and such incentive compensation and bonuses, if
any, as the Compensation Committee of the Board of Directors of
the Company in its discretion may determine under any annual bonus
plan maintained by the Company for its senior executives.

As an additional incentive for entering into the Employment
Agreement, Ms. Pitts received an option to purchase 150,000 shares
of the Company's common stock pursuant to the Company's 2005
Equity Incentive Plan.  Ms. Pitts is also entitled under the
Employment Agreement to receive reimbursement from the Company of
up to $15,000 in relocation fees.  In the event that the Company
terminates Ms. Pitts' employment with Cause or Ms. Pitts resigns
without Good Reason (as defined in the Employment Agreement), the
Company's obligations are limited generally to paying Ms. Pitts
her base salary through the termination date.

In the event that the Company terminates Ms. Pitts' employment
without Cause or Ms. Pitts resigns with Good Reason, the Company
is generally obligated to continue to pay Ms. Pitts' compensation
for the lesser of (i) 18 months or (ii) the remainder of the term
of the Employment Agreement and accelerate the vesting of the
options granted in contemplation of the Employment Agreement,
which options shall remain exercisable through the remainder of
its original 5 year term.

In the event that the Company terminates Ms. Pitts' employment
without Cause or Ms. Pitts resigns with Good Reason on or
following a Change of Control, other than as a result of the
acquisition of shares of the Company's common stock by Kien Huat
Realty III Limited, the Company's largest stockholder, the Company
is generally obligated to continue to pay Ms. Pitts' compensation
for the greater of (i) 24 months or (ii) the remainder of the term
of the Employment Agreement and accelerate the vesting of the
options granted in contemplation of the Employment Agreement,
which options shall remain exercisable through the remainder of
its original 5 year term.

                        About Empire Resorts

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

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

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


ENNIS COMMERCIAL: To Pay Unsecureds in 10 Years at 2% Interest
--------------------------------------------------------------
The Hon. Whitney Rimel of the U.S. Bankruptcy Court for the
Eastern District of California has continued until February 4,
2011, at 11:00 a.m., the hearing to consider adequacy of the
disclosure statement explaining Ennis Commercial Properties, LLC's
Plan of Reorganization.  Objections, if any, are due January 24.

In a civil minute order for the hearing held December 1, the Court
also ordered that the Debtor file an amended disclosure statement
by January 7, 2011.

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

The present iteration of the Disclosure Statement says that the
Debtor will continue operating its business following emergence.
The Debtor will serve as its own disbursing agent and will make
all disbursements required by the Plan.

The Debtor relates that majority of secured claims are on real
property which is generating rental income.  Most of these income-
generating properties will provide positive cash flow after the
claims are paid.  The Debtor will pay unsecured claims from the
rental income.  In addition, the Debtor has in escrow a sale of
the property located at 1850 S. Central and the Debtor estimates
the sale will net $200,000.  The Debtor also intends to sell
several unencumbered and unimproved lots and use the proceeds of
the sale to make payments to unsecured creditors

                 Treatment of Claims and Interests

Under the Plan, secured claims will be treated as, among other
things:

   -- make all payments to the secured claim of G.E. Capital as
      they come due under the terms of the note and deed of trust;

   -- surrender the property to the Bank of the United security
      Bank;

   -- apportion the share of the Wells Fargo Bank payment
      amounting to $1,265 allocable to the 320 W. Henderson
      property, the remaining amount of the payment will be paid
      by the owner(s) of the other eleven properties, and all
      payments on the claim will be made as they come due under
      the terms of the note and deed of trust; and

   -- secured creditor Bank of Sierra will have relief from the
      automatic stay to take whatever actions are allowed under
      state law to foreclose the property.

General unsecured creditors will be paid a total of $2,014,480
under the Plan.  The Debtor will pay the amount in 10 years at
2% interest per annum.  Payments will be made monthly to unsecured
creditors on a pro rata basis after the effective date beginning
in the fourth month following the effective date.

Ben Ennis, the sole holder of equity interests in the Debtor, will
maintain its ownership interest under the Plan.

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

                      About Ennis Commercial

Porterville, California-based Ennis Commercial Properties, LLC
filed for Chapter 11 bankruptcy protection on March 16, 2010
(Bankr. E.D. Calif. Case No. 10-12709).  Peter L. Fear, Esq., who
has an office in Fresno, California, represents the Debtor.  The
Company estimated assets and debts at $10 million to $50 million.

An affiliate, Ennis Homes, Inc. (Case No. 09-10848) filed for
Chapter 11 on February 2, 2009.  Two other affiliates also filed
for Chapter 11 in 2009.


EXTENDED STAY: Wins Approval of Zurich Insurance Deal
-----------------------------------------------------
Extended Stay Inc. obtained from the U.S. Bankruptcy Court for the
Southern District of New York approval of a deal with Zurich
American Insurance Company and Extended Stay LLC.

The deal was hammered out to allow the assumption and assignment
to Extended Stay LLC of ESI's insurance agreements with Zurich
American that relate to the policy period June 30, 2005, to
June 30, 2006.

ESI's obligations under the insurance agreements could not be
assumed and assigned pursuant to the restructuring plan that was
confirmed by the Court since the company is not a debtor under
the restructuring plan, according to ESI's lawyer, Jacqueline
Marcus, Esq., at Weil Gotshal & Manges LLP, in New York.

The Court confirmed the restructuring plan for ESI's 74
affiliated debtors on July 20, 2010.  Pursuant to the
restructuring plan, an investment group led by Centerbridge
Partners LP will pay the ESI affiliates $3.925 billion and will
contribute certificates representing interests in a $4.1 billion
mortgage debt for the equity of ESI's affiliates.

Under the deal, Extended Stay LLC agreed to assume ESI's
obligations under the insurance agreements for the 2005-2006
policy period.  In return, ESI will assign to Extended Stay LLC
its rights, title and interest in any return premium or dividends
owed or which may become due with respect to the insurance
policies.

ESI will also assign the so-called "loss reimbursement fund" that
was established pursuant to the insurance agreements as well as
all recoveries related to claims asserted under the insurance
policies.

The deal is formalized in a 10-page agreement, a copy of which is
available at http://bankrupt.com/misc/ESI_AgreementZurich.pdf

                       About Extended Stay

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

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

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

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


FIRST AMERICANS: Ex-Principals Accused of $29 Million Fraud
-----------------------------------------------------------
Bankruptcy Law360 reports that three principals of First Americans
Insurance Services Inc. have been indicted on 25 counts of
conspiracy, mail fraud and insurance fraud for allegedly duping
more than 250 investors out of $29 million.

Grand Island, Nebraska-based First Americans Insurance Service,
Inc. -- http://www.fais.com/-- operates an insurance company.
First Americans filed for Chapter 11 bankruptcy protection on Jan.
12, 2009 (Bankr. D. Neb.  Case No. 09-40067).  Robert F. Craig,
Esq., at Robert F. Craig, P.C., assists the company in its
restructuring effort.  The company estimated $1 million to
$10 million in assets and $100 million to $500 million in
liabilities.


FLORIDA LANDMASTERS: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Florida Landmasters, LLC
        P.O. Box 49437
        Sarasota, FL 34230

Bankruptcy Case No.: 10-29643

Chapter 11 Petition Date: December 13, 2010

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

Judge: K. Rodney May

Debtor's Counsel: Don M Stichter, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: dstichter.ecf@srbp.com

Estimated Assets: $0 to $50,000

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

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Chamberlain Properties, LLC            10-29644   12/13/10
  Assets: $500,001 to $1,000,000
  Debts: $10,000,001 to $50,000,000
Creighton Office Center, LLC           10-29646   12/13/10
Lakeside Properties, LLC               10-29647   12/13/10
North Port Hospital Holdings, LLC      10-29648   12/13/10
North Port Parkway, LLC                10-29649   12/13/10
North Port Restaurants, LLC            10-29653   12/13/10
North Port Retail Center, LLC          10-29654   12/13/10
North Port Town Center, LLC            10-29651   12/13/10
Price Health Park, LLC                 10-29657   12/13/10
Price Projects, LLC                    10-29655   12/13/10
Snover Development, LLC                10-29658   12/13/10
Toledo Blade Interchange, LLC          10-29659   12/13/10
North Port Gateway, LLC                09-06029   03/30/09
  Assets: $10 million to $50 million
  Debts: $10 million to $50 million

The petitions were signed by Frank Menke, III, managing member.

A list of Florida Landmasters' 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flmb10-29643.pdf

In its list of 20 largest unsecured creditors, Chamberlain
Properties placed only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Sarasota County Tax Collector                    $58,317
101 S.Washington Blvd.
Sarasota, FL 34236


FONTAINEBLEAU LAS VEGAS: BofA Answers Aurelius Complaint
--------------------------------------------------------
In October, ACP Master Ltd. and Aurelius Capital Master Ltd. filed
with the U.S. Bankruptcy Court a second amended complaint.  In
their second amended complaint, the Plaintiffs said they are
bringing the action against Defendants Bank of America, N.A., et
al., because the Defendants refused to fund the Revolving Loan
when Fontainebleau's Credit Agreement required them to do so, to
the detriment of the Plaintiffs' predecessors-in-interest.

In response to the second amended complaint filed by ACP Master
Ltd. and Aurelius Capital Master Ltd., counsel for Bank of
America, N.A., Craig V. Rasile, Esq., at Hunton & Williams LLP,
Miami, Florida, contends that the Aurelius Complaint fails to
state a claim upon which relief can be granted.  He argues that
the Aurelius Plaintiffs' claims against BofA are barred:

  -- by the doctrines of laches, waiver and acquiescence;

  -- by their failure to mitigate, minimize, or avoid their
     alleged damages;

  -- by the doctrine of equitable estoppel;

  -- by the doctrine of unclean hands;

  -- because their own acts or omissions caused or, in the
     alternative, contributed to their alleged damages; and

  -- by the doctrine of frustration of purpose.

To the extent that the Aurelius Plaintiffs failed to mitigate,
minimize or avoid any loss or damage referred to in the Aurelius
Complaint, any recovery against BofA must be reduced by that
amount, Mr. Rasile contends.  He adds that the Aurelius Complaint
does not describe the claims made against BofA with sufficient
particularity to enable BofA to determine all defenses it has to
the multidistrict litigation, and hence, BofA reserves the right
to assert other defenses as discovery proceeds.

Accordingly, BofA asks the U.S. District Court for the Southern
District of Florida to dismiss the Aurelius Plaintiffs' claims
with prejudice, enter judgment in BofA's favor, and award BofA its
reasonable attorney's fees and costs of suit.

   Court Sets Hearing on Motion for Partial Final Judgment

As previously reported, the Court entered final judgment on
September 20, 2010, against the Chapter 7 Trustee, Soneet R.
Kapila, on his claims against the Revolving Lenders for their
failure to fund Fontainebleau's Notices of Borrowing dated March 2
and March 3, 2009, in breach of the Fontainebleau Credit
Agreement.  The Chapter 7 Trustee filed an appeal on the Final
Judgment.

In connection with the Trustee Appeal, the Term Lender Plaintiffs
asked the Court for a partial final judgment so that they may take
an appeal, at the same time as the Chapter 7 Trustee, of their
claims seeking damages from the Revolving Lenders.

Accordingly, District Court Judge Alan S. Gold sets certain dates
with respect to the Term Lenders' request.  The Court sets the
oral argument on the request for December 17, 2010.

To assist the Court, the parties will deliver to the Chambers a
joint binder containing tabbed and indexed courtesy copies of the
motion and any responses, replies, exhibits, and memoranda of law
by December 1, 2010.

                     BofA, et al., Object
                    to Term Lenders' Motion

Defendants Bank of America, N.A., Merrill Lynch Capital
Corporation, Bank of Scotland plc, Barclays Bank PLC, Camulos
Master Fund, L.P., Deutsche Bank Trust Company Americas, HSH
Nordbank AG, New York Branch, JPMorgan Chase Bank, N.A. MB
Financial Bank, N.A., The Royal Bank of Scotland plc and Sumitomo
Mitsui Banking Corporation jointly filed a memorandum of law in
opposition to the Term Lenders' request for partial summary
judgment.

Representing the Defendants, Craig V. Rasile, Esq., at Hunton &
Williams LLP, in Miami, Florida, tells the Court that the Term
Lenders are not entitled to a partial final summary judgment under
Rule 54(b) of the Federal Rules of Civil Procedure.

Mr. Rasile argues that instead of focusing on an immediate
appeal's effect on the ongoing litigation in the Court, the Term
Lenders assert that that they need to accompany the Chapter 7
Trustee to the Eleventh Circuit because there is "substantial
identity of issues" between their proposed appeal and the Chapter
7 Trustee's appeal, and that Rule 54(b) certification is necessary
to avoid duplicative appeals.  He asserts that the Term Lenders'
premise is demonstrably false because there are significant
differences between the two appeals.

Unlike the summary judgment order being appealed by the Chapter 7
Trustee, the principal basis for the May 28, 2010 order dismissing
the Term Lenders' credit agreement claims was the standing issue -
- which is the Court's holding that the Term Lenders are not
intended beneficiaries of the Defendants' lending commitment to
Fontainebleau, Mr. Rasile contends.

The Court's ruling on the "fully drawn" issue was merely an
alternative ground for dismissal, Mr. Rasile says.  Thus, the
Eleventh Circuit would not even need to consider the Term Lenders'
arguments on the "fully drawn" issue -- the two appeals' sole
commonality -- except in the unlikely event that it reverses the
Court's standing ruling, he says.

As previously reported, Judge Gold denied Fontainebleau's motion
for partial summary judgment on the basis that the term "fully
drawn" is unambiguous as used in the Credit Agreement.  The
defendants/lenders asserted that the March 2, 2009 notice of
borrowing did not comply with the Credit Agreement because a term-
loan facility had not been fully funded.  However, Fontainebleau
alleged that the plain terms of the Credit Agreement required that
the term loan be "fully drawn," meaning "fully requested," which
the March 2 notice accomplished.

Even as to the "fully drawn" issue, the Term Lenders concede that
their interests are "not entirely" aligned with Fontainebleau's,
and that "they have raised different arguments for their
positions," Mr. Rasile contends.  Thus, he insists, an immediate
Term Lender appeal would only serve to multiply the issues before
the Eleventh Circuit.

The Term Lenders offer no reason to depart from the long-standing
federal policy against piecemeal appeals, Mr. Rasile also argues.
Therefore, the Defendants ask the Court to deny the request for
Rule 54(b) certification.

                     Term Lenders Respond

In his appeal, the Chapter 7 Trustee will argue in the Eleventh
Circuit that the Court misconstrued the phrase "fully drawn" in
the Credit Agreement and that the Defendants should have funded
their commitments, relates Brett M. Amron, Esq., at Bast Amron,
LLP, in Miami, Florida, on behalf of the Term Lenders.

In the MDL, the Court decided the identical issue against the Term
Lenders when it entered the Final Judgment and granted the
Revolving Lenders' motion to dismiss, Mr. Amron contends.  He
asserts that both the Chapter 7 Trustee's case and the Term
Lenders' case, thus, deal with the same contract interpretation
issue, against the same lenders regarding the same two Notices of
Borrowing.

"The question raised by this motion is one of timing only: whether
it makes more sense for the Eleventh Circuit to consider these
identical issues once and for all now, or consider them again a
second time, perhaps a year or more from now, when the panel will
have to reacquaint itself with the dispute," Mr. Amron argues.  He
points out that judicial and party resources are conserved when a
court is able to consider a single issue once, rather than in
multiple proceedings conducted months or years apart.

Hence, Mr. Amron asserts, among other things, that the Court
should grant partial judgment in favor of the Term Lenders under
Rule 54(b) to permit the Eleventh Circuit to address the Credit
Agreement disputes just once.

     Court Denies Fontainebleau's Confidentiality Request

Fontainebleau Resorts asked the Court to enter a confidentiality
order, ruling that any documents it produced to the parties in the
MDL are done so without waiver of the attorney-client privilege,
the work product privilege, the accountant-client privilege or any
other privilege which might apply, but are yet unknown because the
documents have not been reviewed.

However, United States Magistrate Judge Jonathan Goodman denied
the request.  He opined that the terms of the proposed
Confidentiality Order submitted by Fontainebleau Resorts would
place the burden on the requesting parties to produce back to
Fontainebleau Resorts all of the documents, which they copy off
the servers.  He noted that the process might reveal attorney work
product because it would demonstrate, which documents the
requesting parties deem important enough to copy.

Additionally, the proposed order would impose time constraints on
the requesting parties, which are unreasonable under the
circumstances, Judge Goodman added.  He ruled that Fontainebleau's
own discovery delays should not result in the imposition of
discovery burdens on the requesting parties.

            Court Rules on Sanctions Motion

The Court granted the Term Lenders' request for sanctions against
Fontainebleau Resorts LLC relating to Fontainebleau Resorts'
failure to produce materials subject to a subpoena issued by the
Term Lenders on April 22, 2010.

Judge Goodman did not hold Fontainebleau Resorts in contempt of
law due to its failure, but he directed it to produce the
materials sought in the April 22 Subpoena.

Prior to the entry of the order, Fontainebleau Resorts asked the
Court for leave to file a response to the Motion for Sanctions.
However, the Court denied the request because it did not contain
the required certificate attesting to a pre-filing conference with
opposing counsel.  The Court added that it specifically instructed
the parties to not submit any responses before the hearing to
consider the Motion for Sanctions.

Judge Goodman concluded that Fontainebleau Resorts is not in
compliance with the order requiring it to produce the subpoenaed
files and a privilege log.  Therefore, Judge Goodman directed
Fontainebleau Resorts to produce responsive, non-privileged e-
mails, electronic files and privilege logs.

If Fontainebleau does not fully and timely comply with the order,
then the Term Lenders will file a "Notice of Non-Compliance,"
Judge Goodman said.  He noted that he will schedule a show cause
hearing to determine why Fontainebleau Resorts should not be
sanctioned, and will require a managing member of Fontainebleau
Resorts to personally appear at the hearing.

The Court reserved ruling on the issue of monetary sanctions, the
request for fees and costs, and on the Term Lenders' demand that
the servers themselves be turned over.

Although the relevant hard-copy documents have already been
produced, they were produced beyond the deadline, and without a
request for additional time, Judge Goodman noted.  Hence, Judge
Goodman reserved ruling on the Term Lender's motion for fees and
costs with regard to the finally-produced documents.

To avoid any confusion or misunderstanding, producing the
remainder of the responsive materials and the privilege logs will
not necessarily immunize Fontainebleau Resorts from an order
awarding attorney's fees and costs, Judge Goodman said.  He
explained that Fontainebleau Resorts may well be sanctioned for
its tardy conduct to date, but the Court's evaluation of whether
sanctions are appropriate, and, if so, the amount of the
sanctions, will likely be affected by Fontainebleau's compliance
based on the order.  He added that at the risk of stating the
obvious, Fontainebleau Resorts' exposure to sanctions will be
aggravated should it fail to fully and timely comply with the
order.

Third Parties, Fontainebleau Resorts, LLC, Fontainebleau Resorts
Properties I, LLC and Fontainebleau Resorts Holdings, LLC,
subsequently filed a notice of compliance of Judge Goodman's order
on Motion for Sanctions.  Fontainebleau said it has made available
to counsel for Term Lenders and Defendants all hard copy and
electronic documents, which are responsive to the various
subpoenas served upon Fontainebleau Resorts.

               Court Supplements Sanction Order

Although Fontainebleau's Notice does not expressly say that it
produced all responsive documents and data, and Fontainebleau did
not conduct a privilege review, Judge Goodman said it is his
understanding that Fontainebleau is not withholding responsive
documents and data on privilege grounds.  He also noted that (i)
the Term Lenders have not filed any Notice of Non-Compliance as
provided in the initial Sanction Order, which indicates that all
responsive documents and data have now been produced, and (ii) it
does not appear as though Fontainebleau will be providing any
privilege logs.

Under the circumstances, it is now appropriate to revisit the Term
Lenders' request for monetary sanctions, Judge Goodman said.

If the Term Lenders intend to move forward on their demand for
monetary sanctions, then they must file a supporting memorandum
outlining the relevant factual and procedural background and
applicable legal authority, Judge Goodman ruled.  He also urged
the Term Lenders to follow the "less is more" maxim if they decide
to pursue the sanctions issue.

If the Term Lenders do not submit the supporting memorandum, then
the Court will treat the monetary sanctions demand as waived and
will deny the request for monetary sanctions as moot.  However, if
the Term Lenders file the supporting memorandum, then
Fontainebleau will have 14 days to submit a response.

            Term Lenders File Non-Compliance Notice

The Term Lenders argue that Fontainebleau Resorts failed to
produce responsive, non-privileged e-mails and electronic files,
and a privilege log for information obtained from the e-mail
server.

Lorenz Michel Pruss, Esq., at Dimond Kaplan & Rotherstein PA, in
Coconut Grove, Florida, relates that Fontainebleau Resorts
provided hard-drives containing approximately (i) 126 gigabytes of
data, with nearly 700,000 e-mails and attachments, and (ii) 800
gigabytes of data, with nearly 600,000 documents.

The files appear to include every document on Fontainebleau
Resorts' document server, going back approximately a decade, Mr.
Pruss avers.   He discloses that Fontainebleau Resorts' counsel
has confirmed that she did nothing to search or otherwise review
the documents for responsiveness.   He points out the Term Lenders
are determining the additional costs that will be required to
narrow the "dump" to a responsive set of documents.

The Term Lenders also filed a supplemental memorandum in further
support of their Motion for Sanctions.  They insist that
Fontainebleau still has not produced responsive, non-privileged e-
mails and electronic files.  They also assert that Fontainebleau's
unjustified failure to produce documents is sufficient by itself
to support an award of monetary sanctions to compensate them for
the thousands of dollars of attorney's fees they incurred in
prosecuting their requests.

Fontainebleau's continuing conduct warrants an award of
substantial monetary sanctions, Mr. Pruss argues.  However, he
contends, the Term Lenders are prepared to "eat" the law and
motion costs they previously incurred as well as the future cost
they will have to incur to narrow Fontainebleau's voluminous
production -- but not while retaining the risk that they will then
be pilloried for having obtained and reviewed privileged documents
that Fontainebleau took no steps to review.

                     Fontainebleau Reacts

In response to the Term Lenders' non-compliance accusations,
Fontainebleau Resorts LLC, Fontainebleau Resorts Properties I LLC
and Fontainebleau Resorts Holdings LLC tell the Court that a copy
of their filtered e-mail server was provided to the Term Lenders.

Fontainebleau -- third party to the action with no employees --
spent over $25,000, through IKON, to search the e-mail server as
requested by the Term Lenders, yet Term Lenders now complain,
amazingly, that they have received too much data, Ms. Springer
contends.  She asserts that if the search terms were over-
inclusive, the fault does not lie with Fontainebleau.

Clearly, it cannot be said that Fontainebleau simply "dumped" the
entire e-mail server on Term Lenders as the original e-mail server
contained approximately 400 gigabytes of data and the e-mail
server produced to Term Lenders contains approximately 100
gigabytes of data -- a 75% reduction, Ms. Springer argues.
Nonetheless, she asserts, Rule 34(b)(2)(E) provides that a party
may produce documents "as they are kept in the ordinary course of
business. . ."

To suggest that Fontainebleau should be required to incur further
expense on behalf of the Term Lenders is procedurally and
substantively unfair, Ms. Springer argues.  She points out that
although Fontainebleau is a third party to the proceeding with
limited resources and no employees, it has made available for
inspection and copying all documents, which are responsive to the
Term Lenders' subpoena.

"It is clear what the modus operandi of Term Lenders is: cause
[Fontainebleau] to do all of its work and incur all of its
expenses," Ms. Springer alleges.

Ms. Springer also informs the Court that Fontainebleau provided a
partial privilege log with respect to the e-mail server on
November 8, 2010.  However, due to a ministerial error, the log
was provided one day after the deadline.

           Court Further Supplements Sanction Order

In his second supplement to the Sanction Order, Judge Goodman
noted that according to their supplemental memorandum, the Term
Lenders are not seeking a monetary award, and instead, they seek
clarification from the Court that they will not have an obligation
to conduct, in essence, their own privilege review of the
documents produced by Fontainebleau and to return potentially
privileged documents back to Fontainebleau.

Judge Goodman said that before the Court can move forward in
resolving the matter, it requires additional information on the
contents of the "partial" privilege log furnished by
Fontainebleau.  In particular, he said, the court would like to
know whether the entries on the "partial" privilege log refer to
documents that are being withheld as privileged or whether the
documents listed on the log refer to documents that Fontainebleau
has already produced.

Accordingly, Judge Goodman directed Fontainebleau to provide the
necessary information to the Court by November 19, 2010.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of around
$150 million.  The bankruptcy case was subsequently converted to
Chapter 7.

Soneet R. Kapila has been named the trustee for the Chapter 7 case
of Fontainebleau Las Vegas.


FONTAINEBLEAU LAS VEGAS: Judge OKs Waldman Withdrawal as Counsel
----------------------------------------------------------------
United States Magistrate Judge Jonathan Goodman conditionally
granted the request filed by Waldman Trigoboff Hildebrandt Marx &
Calnan, P.A., to withdraw as counsel for Non-Debtor Fontainebleau
Resorts, LLC.

Judge Alan S. Gold previously referred the request to Judge
Goodman for consideration.

Judge Goodman directed Waldman to immediately advise Fontainebleau
Resorts that it must obtain a new counsel within 30 days.  After
new counsel is obtained, Waldman may proceed with its requested
withdrawal at any time during the next 30 days by filing a
stipulation for substitution of counsel with the Court, which will
be signed by Waldman, the new counsel, and a representative of
each Fontainebleau client, he said.

Attached to the stipulation is a proposed order ratifying the
stipulation and approving the substitution of new counsel, Judge
Goodman further explained.  Waldman may not withdraw until the
stipulation is approved by the Court.

Until the Court approves the substitution, Waldman will retain
responsibility for coordinating appropriate responses to the
discovery materials, which the Court previously ordered produced
and which are the subject of a separate order on a motion for
sanctions.  Assuming that new counsel is retained within 30 days,
Waldman will also coordinate with new counsel in complying with
Fontainebleau's discovery obligations, Judge Goodman said.

Judge Goodman reminded the parties that the Court will not
entertain motions to continue Fontainebleau's discovery
obligations because of the appearance of new counsel or because of
new counsel's need to familiarize itself with the case file.

If, however, Fontainebleau does not obtain new counsel within 30
days, then Waldman will, after the expiration of the 30 days, file
a notice with the Court indicating that Fontainebleau has not
obtained new counsel.

"If this scenario unfolds, then the Court will quickly schedule
and hold a hearing to determine whether and when Waldman Trigoboff
can withdraw, why its clients did not timely arrange for
replacement counsel, and whether other remedies are appropriate to
ensure that the Term Lender Plaintiffs and Bank of America are not
further prejudiced," Judge Goodman ruled.  "The hearing will also
address any steps necessary to prevent the District Court's
scheduling order from being undermined," he added.

If this hearing becomes necessary, managing members of
Fontainebleau entities will be required to attend and provide
testimony and supporting documentation, Judge Goodman said.  A
shareholder/partner from Waldman will also be required to attend.

                         *     *     *

As the Court's direction, Fontainebleau disclosed that it is
unable, and therefore do not intend, to retain replacement counsel
for Waldman within the deadline set forth by Judge Goodman.


FRASER PAPERS: Creditors' Meeting Scheduled for Jan. 10, 2011
-------------------------------------------------------------
A meeting of creditors of Fraser Papers, Inc./Papiers Fraser Inc.,
FPS Canada Inc., Fraser Papers Holdings, INc., Fraser Timer
Limited, Fraser Papers Limited and Fraser N.H. LLC, entitled to
vote on the consolidated plan of arrangement proposed by the
Applicants under the Companies' Creditors Arrangement Act will be
held at the Hyatt Regency Toronto at 10:00 a.m. on Mon., Jan. 10,
2011.

Copies of the plan and other relevant documents are available at
the Monitor's Web site at http://www.pwc.com/car-fraserpapers/

Assuming creditors vote to accept the Applicants' plan, the
Monitor will ask the Ontario Court to enter an order sanctioning
the plan at a hearing scheduled for 10:00 a.m. on Jan. 12, 2011.

                      About Fraser Papers

Fraser Papers -- http://www.fraserpapers.com/-- is an integrated
specialty paper company that produces a broad range of specialty
packaging and printing papers.  The Company has operations in New
Brunswick, Maine, New Hampshire and Quebec.

On June 18, 2009, citing continued operating losses, weak markets
for pulp and lumber, impending debt repayments and significant
pension funding obligations, the Company and its subsidiaries
filed for protection under the Companies Creditors Arrangement Act
(Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and
Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
09-12123).  Fraser is represented by Michael Barrack, Esq.,
Robert I. Thornton, Esq., and D.J. Miller, Esq., at
ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del.
Fraser has said it is developing a restructuring plan to present
to its creditors by Oct. 16, 2009, with the objective of emerging
with a sustainable and profitable specialty papers business.

In July 2010, Fraser Papers disclosed that the Ontario Superior
Court of Justice has granted a further extension of the initial
Order under which Fraser Papers, together with its subsidiaries,
was granted creditor protection under the Companies' Creditors
Arrangement Act.  This extension is through October 29, 2010 and
was supported by PricewaterhouseCoopers Inc., the Court appointed
Monitor of the Company's CCAA process.


FX REAL ESTATE: Investor Pays $100,000 for Securities
-----------------------------------------------------
On December 8, 2010, FX Real Estate and Entertainment Inc. entered
into a subscription agreement with an accredited investor pursuant
to which investor purchased from FX 100 units at a purchase price
of $1,000 per Unit.  Each Unit consists of (x) one share of the
Company's Series B Convertible Preferred Stock, $0.01 par value
per share, and (y) a warrant to purchase up to a specified number
of shares of the Company's common stock at a specified exercise
price per share.

The number of shares of the Company's common stock underlying each
Warrant is 6,559.53 shares and the exercise price per share at
which each Warrant is exercisable is $0.4574.  The Warrants are
exercisable for a period of 5 years.

The Company generated aggregate proceeds of $100,000 from the
sales of the Units pursuant to the Subscription Agreements. The
Company intends to use the proceeds to fund working capital
requirements and for general corporate purposes.

In August 2010, the Company said in a Form 8-K that it created
2,500 shares of Series B Convertible Stock by filing a Certificate
of Designation with the Secretary of State of the State of
Delaware thereby amending its Amended and Restated Certificate of
Incorporation, as amended.

The Company has issued and sold thus far an aggregate of 1,850
shares of the Series B Convertible Preferred Stock as part of the
Units and the sale of other units reported in the August 2010 Form
8-K and.  The designation, powers, preferences and rights of the
shares of Series B Convertible Preferred Stock and the
qualifications, limitations and restrictions thereof are contained
in the Series B Certificate of Designation and are summarized in
the August 2010 Form 8-K.

Because there are at least 1,667 shares of Series B Convertible
Preferred Stock outstanding, the Company's board of directors is
required, at the request of the holders of a majority of the
Series B Convertible Preferred Stock, to increase its size by one
member and cause such resulting vacancy to be filled by a director
designated by such holders.  Such holders have not made such a
request thus far.

                        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.


GENERAL MARITIME: Bridge Loan's Sale Deadline Moved to January 15
-----------------------------------------------------------------
On December 14, 2010, General Maritime Corporation entered into an
amendment to its Bridge Loan Credit Facility, dated as of October
4, 2010, by and among the Company, as parent, Arlington Tankers
Ltd., as borrower, the lenders party thereto, Nordea Bank Finland
plc, New York Branch, as the administrative agent and collateral
agent and DnB Nor Bank ASA, New York Branch, together with Nordea,
as joint lead arrangers and joint book runners.

The Amendment revises the sale of assets covenant to extend the
date by which the Company must sell assets to repay the loans made
to the Company pursuant to the Bridge Loan Credit Facility from
December 15, 2010 to January 15, 2011.

                   About General Maritime Corp.

Based in New York City, General Maritime Corporation through its
subsidiaries provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The Company operates its business in one business
segment, which is the transportation of international seaborne
crude oil and petroleum products.  The Company's vessels are
primarily available for charter on a spot voyage or time charter
basis.

Standard & Poor's Ratings Services in December 2010 lowered its
long-term corporate rating on General Maritime Corp. to 'CCC+'
from 'B', and placed the ratings on CreditWatch with negative
implications.  At the same time, S&P lowered its ratings on the
company's senior unsecured notes to 'CCC-', two notches below the
new corporate credit rating; the recovery rating of '6', which
indicates S&P's expectation that lenders will receive a negligible
(0%-10%) recovery in a payment default scenario, remains
unchanged.

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


GEOEYE INC: SPADAC Deal Won't Affect Moody's 'B1' Corp. Rating
--------------------------------------------------------------
Moody's Investors Service said that GeoEye's announced acquisition
of SPADAC Inc. for a total purchase price of about $46 million
does not impact the Company's ratings, including its B1 Corporate
Family and Probability of Default Ratings.

The last rating action on Geoeye was on October 1, 2010, when
Moody's assigned a B3 rating to Geoeye's new 2nd lien notes.

Note that Moody's has transferred the methodology used in rating
Geoeye from the Global Telecommunications Industry to the Global
Aerospace and Defense Industry methodology.

Headquartered in Dulles, VA, GeoEye, Inc., is a commercial
satellite imagery company (formed as a result of ORBIMAGE's
January 2006 acquisition of Space Imaging) operating three earth
imaging satellites -- Geoeye-1, OrbView-2 and IKONOS.  The company
also owns and operates a network of ground stations and has an
extensive archive of images and has advanced geospatial imagery
processing capabilities.


GERALD MURPHY: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Gerald R. Murphy
               Lori L. Gatewood-Murphy
               2400 SE Saturn
               Topeka, KS 66605-3529

Bankruptcy Case No.: 10-42216

Chapter 11 Petition Date: December 13, 2010

Court: United States Bankruptcy Court
       District of Kansas (Topeka)

Judge: Janice Miller Karlin

Debtor's Counsel: Charles T. Engel, Esq.
                  ENGEL LAW, P.A.
                  800 SW Jackson Suite 1000
                  Topeka, KS 66612
                  Tel: (785) 233-6700
                  Fax: (785) 233-6701
                  E-mail: chuck@engellawpa.com

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

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

A list of the Joint Debtors' nine largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ksb10-42216.pdf


GOTTSCHALKS INC: Delays SEC Reports, Busy with Bankruptcy Case
--------------------------------------------------------------
In a regulatory filing Tuesday, Gottschalks Inc. discloses that it
will not be able to file its its quarterly report for the fiscal
quarter ended October 30, 2010, before the prescribed due date, as
it has been immersed in bankruptcy related matters since it filed
for for Chapter 11 on January 14, 2009.  The Company says it
cannot make any assurance as to when, if ever, it will complete
and file the Form 10-Q.

The Company has also not filed the following periodic reports:

1) Quarterly Report on Form 10-Q for the fiscal quarter ended
   October 31, 2009;

2) Annual Report on Form 11-K for the fiscal year ended
   December 31, 2009;

3) Annual Report on Form 10-K for the fiscal year ended
   January 30, 2010;

4) Quarterly Report on Form 10-Q for the fiscal quarter ended
   May 1, 2010; and

5) Quarterly Report on Form 10-Q for the fiscal quarter ended
   July 31, 2010.

The Company anticipates that that the results for the fiscal
quarter ended October 31, 2010, will reflect an operating loss and
a net loss for each of the three months and nine months that could
be significantly greater than in the prior year periods due, in
part, to the closure of 59 full-line Gottschalks department stores
and 3 specialty stores; the cessation of retail operations;
potential asset impairment charges; the results of certain on-
going liquidation sales of remaining assets; the winding down of
operations; and increased professional fees and costs related to
its Chapter 11 proceedings.

                      About Gottschalks Inc.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- was a
department and specialty store chain in United States that
operated 58 full-line department stores and 3 specialty stories
in 6 western states.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  Stephen H. Warren, Esq.,
Karen Rinehart, Esq., Alexandra B. Redwine, Esq., and Ana Acevedo,
Esq., at O'Melveny & Myers LLP, represents the Debtor as counsel.
Mark D. Collins, Esq., Michael J. Merchant, Esq., and Lee E.
Kaufman, Esq., at Richards, Layton & Finger, P.A., serve as the
Debtors' co-counsel.  The Debtor selected Kurtzman Carson
Consultants LLC as its claims agent.  When the Debtor filed for
protection from its creditors, it disclosed $288,438,000 in
total assets and $197,072,000 in total debts.


GREAT ATLANTIC & PACIFIC: Wants to Limit Trading to Protect NOLs
----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York to enter an order establishing notification
and hearing procedures for (i) transfers of equity securities
that must be complied with before transfers of the stock are
deemed effective, and (ii) asserting a claim of worthless stock
deduction with respect to the Equity Securities that must be
complied with before the claims of worthless stock deductions are
deemed effective.

The Procedures for Trading in Equity Securities and Procedures
for Claiming a Worthless Stock Deduction are necessary to protect
and preserve the Debtors' valuable tax attributes, including net
operating loss carryforwards (NOLs), which are estimated to total
approximately $858 million as well as certain tax and business
credits of approximately $121 million, relates Paul Basta, Esq.,
at Kirkland & Ellis LLP, in New York.

Mr. Basta says the NOLs are of significant value to the Debtors
and their estates because the Debtors can carry their NOLs
forward to offset their future taxable income for up to 20
taxable years, thereby reducing their future aggregate tax
obligations.  "Such NOLs also may be utilized by the Debtors to
offset any taxable income generated by transactions completed
during these Chapter 11 cases," he explains.

Also of significant value, the Tax Credits may be used as a
dollar for dollar offset against taxes owed, Mr. Basta continues.

While the value of these Tax Attributes is contingent on whether
the Debtors will have sufficient taxable income to use the Tax
Attributes before they expire, they could translate into
potential future tax savings for the Debtors of approximately
$464 million, based on a combined federal and state income tax
rate of 40%, Mr. Basta says.

        Procedures for Trading in Equity Securities

  a. Substantial Shareholders must file with the Court, and
     serve on proposed counsel to the Debtors, a declaration of
     his/her status, on or before the later of (i) 30 days after
     entry of the Interim Order of the NOL Motion and (ii) 10
     days after becoming a Substantial Shareholder.

     A "Substantial Shareholder" is any person or entity that
     (x) has Beneficial Ownership of at least 7,875 shares of
     the Debtors' Preferred Stock (representing approximately
     4.5% of all issued and outstanding shares of Preferred
     Stock) or (y) 4,100,000 shares of Common Stock
     (representing approximately 4.5% of all issued and
     outstanding shares of Common Stock on a fully converted
     basis).

  b. Substantial Shareholders or potential Substantial
     Shareholders must file with the Court, and serve on counsel
     to the Debtors and upon counsel to the administrative agent
     for the Debtors' proposed postpetition secured lender,
     Davis Polk & Wardwell LLP, an advance written declaration
     of an intended transfer of Beneficial Ownership of Equity
     Securities that would result in either:  (i) an increase in
     the amount of Equity Securities of which a Substantial
     Shareholder has Beneficial Ownership or would result in a
     person or entity becoming a Substantial Shareholder, or
     (ii) in a person or entity ceasing to be a Substantial
     Shareholder.

     "Beneficial Ownership" of Equity Securities is determined
     under Section 382 of the Internal Revenue Code and related
     regulations, and includes direct and indirect ownership;
     ownership by the holder's family members and entities
     acting in concert with the holder to make a coordinated
     acquisition of equity securities and ownership of equity
     securities that the holder has an Option to acquire; and
     for purposes of determining Beneficial Ownership of
     Common Stock, each share of Preferred Stock is treated as
     200 shares of Common Stock.

     An "Option" to acquire equity securities includes any
     contingent purchase, warrant, convertible debt, put, call,
     stock subject to risk of forfeiture, contract to acquire
     stock or similar interest, regardless of whether it is
     contingent or otherwise not currently exercisable.

  c. The Debtors have 20 calendar days after receipt of a
     Declaration of Proposed Transfer to object on the grounds
     that the transfer might adversely affect their ability to
     utilize their Tax Attributes.  If they object, the
     transaction would not be effective unless the objection is
     withdrawn or the transaction is approved by a final order
     of the Court that is no longer subject to an appeal.  If
     the Debtors do not object, the transaction could proceed
     solely as set forth in the Declaration of Proposed
     Transfer.

                   Procedures for Claiming
                 Worthless Stock Deductions

  a. Any person or entity that currently is or becomes a 50%
     Shareholder must file with the Court, and serve upon
     counsel to the Debtors and Davis Polk a notice of his/her
     status on or before the later of (i) 30 days after the date
     of entry of the Interim Order of the NOL Motion, and (ii)
     10 days after becoming a 50% Shareholder.

     A "50% Shareholder" is any person or entity that, within
     that person's or entity's last three taxable years, (x) has
     Beneficial Ownership of at least 87,500 shares of the
     Debtors' Preferred Stock (representing approximately 50% of
     all issued and outstanding shares of Preferred Stock) or
     (y) 45,640,207 shares of the Common Stock (representing
     approximately 50% of all issued and outstanding shares of
     Common Stock on a fully converted basis).

  b. Prior to filing any federal or state tax return, or any
     amendment to a return, claiming any deduction for
     worthlessness of the Equity Securities, for a tax year
     ending before the Debtors' emergence from Chapter 11
     protection, the 50% Shareholder must file with the Court,
     and serve upon counsel to the Debtors, an advance written
     declaration, of the intended claim of worthlessness.

  c. The Debtors will have 20 calendar days after receipt of a
     Declaration of Intent to object on the grounds that such
     claim might adversely affect the Debtors' ability to
     utilize their Tax Attributes.  If the Debtors object, the
     filing of the return with the claim would not be permitted
     unless approved by a final order of the Court that is no
     longer subject to appeal.  If the Debtors do not object,
     the filing of the return with the claim would be permitted
     as set forth in the Declaration of Intent to Claim a
     Worthless Security Deduction.

                  Notice of Procedures

To ensure parties-in-interest receive appropriate notice of the
Procedures for Trading in Equity Securities and Procedures for
Claiming a Worthless Stock Deduction, the Debtors request that
the Court approve their notice provisions, which include:

  -- No later than five business days following entry of the
     Interim Order on the NOL Motion, the Debtors will serve by
     overnight mail, a notice to: (a) holders of more than one
     million shares of Common Stock; (b) all holders of
     Preferred Stock; (c) the entities listed on the
     Consolidated List of Creditors Holding the 40 Largest
     Unsecured Claims; (d) transfer agents for any Equity
     Security; (e) the Securities and Exchange Commission; (f)
     the Internal Revenue Service; (g) counsel to the
     administrative agent for the Debtors' proposed
     postpetition secured lender, Davis Polk & Wardwell LLP; and
     (h) those parties who have requested service of papers.

  -- Within five business days following entry of the Order
     granting the NOL Motion, the Debtors will (i) publish the
     Notice of Order in The Wall Street Journal (National
     Edition), and (ii) submit the Notice of Order to Bloomberg
     Professional Service for potential publication by
     Bloomberg.

                           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: Proposes to Pay Sales & Use Taxes
-----------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., and its debtor-
affiliates seek approval from the U.S. Bankruptcy Court for the
Southern District of New York to pay their prepetition taxes,
business license and other fees.

In the ordinary course of operating their business, the Debtors
pay sales and use taxes, franchise taxes, income taxes and real
and personal property taxes.  They are also required to pay
business licenses, permits and annual reporting fees.

The Debtors estimate that about $11.1 million will become due and
payable on account of their sales and use taxes, and about
$61,000 on account of license fees within 21 days after following
their bankruptcy filing.

Meanwhile, the Debtors estimate that no franchise, state income
and personal property taxes will become due and payable within 21
days after December 12, 2010.  But they have accrued about
$25,000 in franchise taxes and $125,000 in state income taxes
that are not yet due and payable as of that date.

With respect to their other business taxes, including commercial
rent and mercantile tax, the Debtors estimate that they have
incurred about $2.3 million that are not yet due and payable.
Meanwhile, about $234,000 on account of those taxes will be due
and payable within 21 days after December 12, 2010.

Paul Basta, Esq., at Kirkland & Ellis LLP, in New York, says the
proposed payment of taxes and fees will eliminate unnecessary
distractions from the Debtors' reorganization efforts.

"Any litigation related to the failure to pay taxes and fees
would prove distracting for the Debtors," Mr. Basta says in court
papers.

"It is in the best interest of the Debtors' estates to eliminate
the possibility of these distractions and to enable the Debtors
to continue operating without interruption and focusing on their
restructuring plan," he says.

                           About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

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

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

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

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

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


GREAT ATLANTIC & PACIFIC: Proposes KCC as Claims & Notice Agent
---------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., and its debtor-
affiliates seek the Bankruptcy Court's authority to employ
Kurtzman Carson Consultants LLC as their notice and claims agent
in their Chapter 11 cases.

The Debtors note that KCC -- one of the country's leading Chapter
11 administrators, with experience in noticing, claims
administration, solicitation, balloting, and facilitating other
administrative aspects of Chapter 11 cases -- is fully equipped
to handle the volume of mailing involved in properly sending the
required notices to, and processing the claims of, creditors in
their Chapter 11 cases.

As notice and claims agent, KCC will:

  (a) Notify all potential creditors of the filing of the
      Bankruptcy petitions and of the setting of the first
      meeting of creditors, pursuant to Section 341(a) of the
      Bankruptcy Code;

  (b) Prepare and serve required notices in the Chapter 11
      cases, including notices of the commencement of the
      Chapter 11cases; the initial meeting of creditors under
      Section 341(a); objections to claims; and any hearings on
      a disclosure statement and confirmation of a plan or plans
      of reorganization; and

  (c) Maintain an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs,
      listing the Debtors' known creditors and the amounts owed
      to the creditors;

  (d) Provide access to the public for examination of copies of
      the proofs of claim or proofs of interest filed in the
      Chapter 11 cases without charge during regular business
      hours;

  (e) Establish accounts with financial institutions in the name
      of and as agent for the Debtors solely for purposes as
      required to effect distributions under a plan of
      reorganization;

  (f) Furnish a notice of the last date for the filing of proofs
      of claims and a form for the filing of a proof of claim,
      after the notice and form are approved by the Court;

  (g) File with the Clerk's Office an affidavit or certificate
      of service, which includes a copy of the notice, a list of
      persons to whom it was mailed, and the date mailed, within
      10 days of service;

  (h) Docket all claims received by the Clerk's Office, maintain
      the official claims registers for each Debtor on behalf of
      the Clerk, and provide the Clerk with certified duplicate,
      unofficial Claims Registers on a monthly basis, unless
      otherwise directed;

  (i) Record all transfers of claims and provide any notices of
      the transfers;

  (j) Specify in the applicable Claims Register, these
      information for each claim docketed: (1) the claim number
      assigned, (2) the date received, (3) the name and address
      of the claimant and agent, if applicable, who filed the
      claim, and (4) the classification of the claim;

  (k) Relocate by messenger all of the actual proofs of claim
      filed with the Court to KCC, not less than weekly;

  (l) Upon completion of the docketing process for all claims
      received to date by the Clerk's Office for each case, turn
      over to the Clerk copies of the claims register for the
      Clerk's review;

  (m) Make changes in the Claims Registers pursuant to any
      applicable order of the Court;

  (n) Maintain the official mailing list for each Debtor of all
      entities that have filed a proof of claim, which list will
      be available upon request by a party-in-interest or the
      Clerk;

  (o) Provide other claims processing, noticing, and
      administrative services as may be requested from time to
      time by the Debtors; and

  (p) File with the Court the final version of the claims
      register immediately before the close of the Chapter 11
      cases.

Thirty days prior to the close of the Chapter 11 cases, an order
dismissing the Agent will be submitted terminating the
services of the Agent upon completion of its duties and
responsibilities.  At the close of the case, KCC will box and
transport all original documents, in proper format, as provided
by the Clerk's Office, to the Federal Archives Record
Administration, located at Central Plains Region, 200 Space
Center Drive, Lee's Summit, in Missouri.

In addition, KCC will maintain and update the Debtors' master
mailing list of creditors and perform other administrative tasks
pertaining to the administration of the chapter 11 cases as may
be requested by the Debtors or the Clerk's Office.

In exchange for its services, the Debtors intend to pay KCC at
the rates or prices set by KCC, and in effect as of the date of
the parties' agreement, in accordance with KCC's Fee Structure.
The Debtors also intend to reimburse KCC for its reasonable out-
of-pocket expenses.

The Debtors believe that the fees and expenses incurred by KCC
are administrative in nature and should not be subject to the
standard fee application procedures for professionals.

Prior to the Petition Date, the Debtors paid KCC a retainer of
$75,000.  Additionally, under the terms of the parties'
engagement letter, the Debtors have agreed to indemnify and hold
harmless KCC, its affiliates, members, directors, officers,
employees, consultants, subcontractors, and agents from and
against any and all losses resulting from their performance under
the Engagement Letter.  The indemnification will exclude,
however, losses resulting from KCC's bad faith, negligence, gross
negligence, willful misconduct, or any action or inaction by KCC
which constitutes a material breach of the Engagement Letter.

KCC Vice President of Corporate Restructuring Services Albert H.
Kass assures the Court that KCC neither holds nor represents any
interest adverse to the Debtors' estates in connection with any
matter on which it would be employed and that it is a
"disinterested person," as referenced in Section 327(a) of the
Bankruptcy Code and as defined in Section 101(14), as modified by
Section 1107(b).

                           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 Interim Nod to Pay Key Vendors
-------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., and its debtor-
affiliates seek interim court approval to earmark as much as
$62 million to pay the pre-bankruptcy claims of so-called critical
vendors, and another $5 million to pay claims that are entitled
to priority.

The critical vendors include merchandisers which directly supply
products to the Debtors' store locations via direct-store-
delivery or similar supply processes; brokerage firms and other
suppliers which provide the Debtors "private label" needs;
advertisers and printers and other service providers.

As of December 12, 2010, the Debtors owe these vendors around
$62 million, including claims totaling about $55 million that may
be entitled to priority.  The $62 million is about 29% of the
Debtors' accrued payables of approximately $212 million.

"The Debtors' business could not function, let alone generate the
cash required to implement a restructuring plan, if the Debtors
were cut-off from inventory supplied by their critical vendors,"
says Frederic Brace, the Debtors' chief administrative officer.

"The Debtors' operations could be materially impaired if they
were denied access to trade credit from these parties," Mr. Brace
says in court papers.

The Debtors' lawyer, Paul Basta, Esq., at Kirkland & Ellis LLP,
in New York, says absent payment of the vendor claims, it would
be difficult for the Debtors to maintain "sufficient levels of
inventory with the variety, freshness, and quality required by
their customers."

Mr. Basta further says that the Debtors will make the payments
only to the extent necessary to preserve business stability and
maintain liquidity or access to inventory.

The Debtors also propose to implement a process for the payment
of these pre-bankruptcy claims.  A copy of the document detailing
the proposed payment process is available without charge
at http://bankrupt.com/misc/A&P_PaymentProcess.pdf

In return for paying those claims, the vendor will be required to
enter into trade agreements that would ensure the continued
supply of goods or services to the Debtors.

In connection with the payment of vendor claims, the Debtors have
developed and implemented a postpetition process  or protocol to
review and challenge any payment requested or proposed on account
of vendor claims.

Under the protocol, requests for "critical vendor" treatment,
including payment on account of pre-bankruptcy claims, will be
routed through a centralized control center staffed by
specifically identified executives and advisors including
Kirkland and the Debtors' management consultant, Huron Consulting
Group.

All aspects of any proposed payment to a vendor will be
scrutinized for the amount of payment at issue, the terms offered
by the particular vendor, the business need for the goods or
services, among other things.

Material business terms including proposed payments require
written approval by specifically-designated executives, following
review and oversight by the Debtors' professionals.

Under the protocol, all payments of more than $100,000 require
personal approval from the Debtors' chief restructuring officer.
They must also be documented pursuant to an executed trade
agreement, with any specific exception from this requirement to
be made only by the CRO.

Payment may only be physically executed by one, specifically-
designated member of the Debtors' treasury staff when the payment
process has been completed and upon presentation of completed
documentation.

                          *     *     *

Judge Robert D. Drain issued an order granting the Debtors'
request on an interim basis.

The Interim Order provides that the Debtors are authorized, but
not directed, to pay Critical Vendor Claims, which include claims
under Section 503(b)(9) of the Bankruptcy Code, provided that
payments will not exceed $62 million (the Critical Vendor Cap) in
the aggregate.  The Debtors' payment of Critical Vendor Claims
will not exceed the Critical Vendor Cap unless otherwise ordered
by the Court after notice and a hearing.

The Payment Procedures and the form of Trade Agreement are
approved in their entirety, the Court said.

The Debtors are further authorized, but not directed, to pay up
to $5 million in Section 503(b)(9) Claims.  Payments made on
account of the Section 503(b)(9) Clams will not count against the
Critical Vendor Cap.

Judge Drain held that the Debtors will condition payment of
Critical Vendor Claims and Section 503(b)(9) Claims upon the
execution of a Trade Agreement except as otherwise provided by
the Payment Procedures, and the Debtors are authorized to enter
into the Trade Agreements when and if the Debtors determine that
it is appropriate to do so.

Regardless of whether a Trade Agreement has been executed, if any
party accepts payment and does not continue supplying goods or
services to the Debtors in accordance with the trade terms at
least as favorable to the Debtors as those practices and
programs in place historically, prior to the Petition Date,
then (a) any payment on account of a prepetition claim received
by the party will be deemed in the Debtors' discretion, an
improper postpetition transfer and, therefore, immediately
recoverable by the Debtors in cash upon written request by the
Debtors, and (b) upon recovery by the Debtors, any prepetition
claim of the party will be reinstated as if the payment had not
been made.

A final hearing to consider entry of a final order on the request
will be held on January 10, 2011.  Any objections or responses
must be filed on or before January 4.

                           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: Aletheia Has 26.8% Equity Stake
---------------------------------------------------------
In an amended 13D filing with the Securities and Exchange
Commission dated November 29, 2010, Aletheia Research &
Management, Inc., disclosed that it beneficially owns 15,098,542
shares of Common Stock of Great Atlantic & Pacific Tea Co. Inc.
representing 26.8% of the shares outstanding.  As of October 20,
2010, the Company had a total of 56,280,414 shares of common stock
- $1 par value outstanding.

                             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).


GSI GROUP: John Roush Assumes Duties as Chief Executive Officer
---------------------------------------------------------------
GSI Group Inc. disclosed that on December 14, 2010 John Roush
assumed his duties as the Company's new Chief Executive Officer.
The Company had previously announced that Mr. Roush, 45, would
become GSI's Chief Executive Officer by early 2011.  Mr. Roush
comes to GSI after a successful 12-year career with PerkinElmer,
Inc., where he served in several senior leadership positions, most
recently as president of PerkinElmer's $1.2 billion Environmental
Health business, which supplies instrumentation to laboratory and
scientific markets. Mr. Roush succeeds Michael E. Katzenstein, who
has served as the Company's interim principal executive officer
since May 2010.

"John Roush is a technology executive with a record of exceptional
accomplishment.  He is superbly qualified to assume the CEO role
at GSI, and we are very fortunate to have attracted such an
exceptional individual to lead the Company," said Chairman of the
Board Stephen W. Bershad.  "The Board of Directors sought an
individual who possessed the leadership skills to advance the
Company to its full potential and John's experience and personal
attributes matched our criteria precisely," added Bershad.

"I am very excited to assume the leadership reins at GSI. It is an
honor for me to have been selected as the Company's CEO, and I am
greatly encouraged by the prospects for future growth and
development.  We have a tremendous opportunity to advance our
position in the markets where the Company operates and capitalize
on our core strengths," said Roush.

"I would also like to acknowledge the fine work from Mike
Katzenstein and the FTI restructuring team and their efforts and
contributions in providing their expertise and leadership through
this challenging transitional period," said Bershad.

GSI also announced that the Company's Board of Directors has
approved a 1-for-3 reverse stock split, which the Company expects
to become effective by the end of 2010.  The Company's
shareholders had previously approved the reverse stock split at
the annual and special meeting of shareholders on November 23,
2010.  The Company intends to file an application to list its
common shares on the NASDAQ Global Market by the end of 2010, and
expects that NASDAQ will make a decision on the Company's
application by the end of January 2011.

                       About GSI Group Inc.

Headquartered in Bedford, Massachusetts, GSI Group Inc.
-- http://www.gsig.com/-- supplies precision technology to the
global medical, electronics, and industrial markets and
semiconductor systems.  GSI Group Inc.'s common shares are quoted
on Pink Sheets OTC Markets Inc. (LASR.PK).

GSI Group together with two of its subsidiaries filed for
Chapter 11 protection on Nov. 20, 2009 (Bankr. D. Del. Lead Case
No. 09-14110).  William R. Baldiga, Esq., at Brown Rudnick LLP,
represented the Debtors as lead counsel.  Mark Minuti, Esq., at
Saul Ewing LLP, represented the Debtors as its local counsel.  On
July 23, 2010, the Debtors consummated their reorganization
through a series of transactions contemplated by a Chapter 11
plan.   The Company's shareholders prior to the emergence from
bankruptcy retained approximately 86.1% of its capital stock
following emergence.

                           *     *     *

In November 2010, Standard & Poor's Ratings Services said that it
has affirmed its ratings, including the 'B' corporate credit
rating, on Assumption, Ill.-based GSI Group LLC.  At the same
time, S&P revised the outlook to stable from negative.

S&P said the ratings on GSI reflect the company's highly leveraged
financial profile, which more than offsets its weak business risk
profile.  GSI operates in cyclical and competitive niche
agricultural equipment markets and faces raw material cost
volatility.  The company's leading position in its niche markets
partially offsets these factors.  S&P expects its operating
performance to continue to recover in 2011, primarily on better
conditions in its end markets.


GULFSTREAM INTERNATIONAL: Headed for Jan. 4 Auction
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Gulfstream International Group Inc. received approval
of procedures for selling Gulfstream Airlines.  Under the court-
approved schedule, bids are due January 3, an auction will be
conducted on January 4, and the Court will conduct a hearing on
January 5 to approve the sale.  Gulfstream originally sought a
December 5 auction.

According to the report, Gulfstream said it doesn't have enough
funding to continue operating in Chapter 11 absent a quick sale.
In addition, absent a buyer, aircraft Raytheon Aircraft Credit
could seek to repossess 21 planes the Debtor is using.

Mr. Rochelle relates Gulfstream is working on an agreement to sell
the airline to Chicago-based Victory Park Capital Advisors LLC,
the provider of financing for the Chapter 11 case.

The sale rules provided that any deal to buy the airline must be
acceptable Raytheon.  Gulfstream won't accept an offer to purchase
only the operating certificate.  A buyer is eligible to take
advantage of an offer from Raytheon to sell the aircraft at a
specified price.

                   About Gulfstream International

Gulfsteram International Airlines (NYSE Amex:GIA) is a regional
air carrier based in Fort Lauderdale, Florida.  GIA operates a
fleet of turboprop Beechcraft 19000 aircraft, and specializes in
providing travelers with access to niche locations not typically
covered by major carriers.  GIA operates more than 150 scheduled
flights per day, serving nine destinations in Florida, 10
destinations in the Bahamas, five destinations from Continental
Airline's hub under the Department of Transportation's Essential
Air Service Program and supports charter service to Cuba through a
services agreement with Gulfstream Air Charter, Inc., an entity
otherwise unrelated to the Debtors.

GIA operates as a Continental Connection carrier, as well as for
United Airlines, Northwest Airlines and Copa Airlines, through
respective code share agreements.

GIA has 620 employees, including 530 working full-time.

Fort Lauderdale, Florida-based Gulfstream International Group,
Inc., filed for Chapter 11 bankruptcy protection on November 4,
2010 (Bankr. S.D. Fla. Case No. 10-44131).  Brian K Gart, Esq., at
Berger Singerman, P.A., assists the Debtor in its restructuring
effort.  The Debtor estimated its assets at $100,001 to $500,000
and debts at $1 million to $10 million.

Affiliates Gulfstream International Group, Inc., Gulfstream
International Airline, Inc., Gulfstream Training Academy, Inc.,
GIA Holdings Corp., Inc., and Gulstream Connection, Inc., filed
separate Chapter 11 petitions on November 4, 2010.


HAPPY VALLEY: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Happy Valley 160, L.L.C.
        301 W. Deer Valley Road, Suite 9
        Phoenix, AZ 85027

Bankruptcy Case No.: 10-39628

Chapter 11 Petition Date: December 13, 2010

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

Judge: Charles G. Case II

Debtor's Counsel: Mark W. Roth, Esq.
                  POLSINELLI SHUGHART P.C.
                  One East Washington Street
                  CityScape Building, Suite 1200
                  Phoenix, AZ 85004
                  Tel: (602) 650-2012
                  Fax: (602) 926-8562
                  E-mail: mroth@polsinelli.com

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

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

The petition was signed by Stephen A. Kohner of Sak Family LP,
manager.

Debtor's List of eight Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Barclay/Pleasant Valley LLC        Waterline              $232,991
7702 E. Doubletree Ranch Road,
Suite 220
Scottsdale, AZ 85258

Knudsen/Smith Engineering          --                      $22,287
2525 W. Greenway Road, Suite 302
Phoenix, AZ 85023

City Of Peoria                     --                       $3,000
8401 W. Monroe Street
Peoria, AZ 85345

Desiento Verde                     --                       $2,000

Marvin F. Poer & Co.               --                       $1,332

Aricor Water Solutions             --                         $800

Ironwood Design Group              --                         $775

Auto Owners Insurance              --                          $37



HARRISBURG, PA: Admitted Into State Act 47 Program
--------------------------------------------------
As widely reported, the state of Pennsylvania accepted the city of
Harrisburg into Act 47, the state's oversight program for
distressed cities.

The approval of Harrisburg's to the program was a widely
anticipated decision as the capital city struggles with its fiscal
problems, Dow Jones' Small Cap reports.

Act 47 aims to stabilize municipalities under severe financial
strain and set them on a path for sustainable fiscal health.  The
program provides cities with a state-appointed coordinator who
drafts a recovery plan, and the cities are eligible for other
revenue sources unavailable to other local governments, such as a
commuter tax.

The state Department of Community and Economic Development is
appoints a coordinator who has 90 days to develop a recovery plan
for consideration by the mayor and city council, according to Bill
Rochelle, the bankruptcy columnist for Bloomberg News.

"This is an important first step on the city's road to fiscal
recovery," Mayor Linda Thompson said in a written statement
obtained by Dow Jones.  "There will be difficult choices to be
made by the city's leaders as we craft a comprehensive long-term
recovery plan. But we have an opportunity to become the model for
comeback cities, and it is my intention to seize that
opportunity," she added.

                    About Harrisburg, PA

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The City Council of Harrisburg, Pennsylvania, voted 5-2 on
September 28 to seek professional advice on bankruptcy or state
oversight.  Harrisburg needed state aid to avoid default on
$3.3 million of bond payments this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.

In November 2010, the city council tapped Cravath, Swaine and
Moore LLP as debt restructuring advisors.  Cravath is working on
"pro bono" basis.


HCP INC: Moody's Reviews 'Ba1' Preferred Stock Rating
-----------------------------------------------------
Moody's Investors Service has placed the ratings of HCP, Inc.
(senior unsecured at Baa3) under review direction uncertain.  The
ratings action is a result of HCP's announcement that it has
signed a definitive agreement to acquire substantially all of the
real estate assets of privately-owned HCR ManorCare, Inc. for a
purchase price of $6.1 billion.

The consideration for the purchase will consist of $3.528 billion
in cash; $1.72 billion reinvested from the payoff of HCP's
original $1.49 billion debt investments in HCR ManorCare; and
$852 million in HCP common stock issued directly to the
shareholders of HCR ManorCare (a fixed 25.7 million shares, or,
at HCP's option, a cash equivalent to the currently agreed value
of those shares).  HCP will acquire from HCR ManorCare 338 post-
acute, skilled nursing and assisted living facilities located in
30 states.  HCR ManorCare and its affiliates will continue to
operate the assets pursuant to a long term triple-net master lease
supported by a guaranty from HCR ManorCare.  In addition, HCR
ManorCare will grant HCP an option to acquire a 9.9% interest in
HCR ManorCare for an additional purchase price of $95 million.

Moody's notes that the transaction is expected to bring enhanced
size and scope to HCP's portfolio, reduced leverage and stronger
credit metrics, once the acquisition is funded with the
anticipated debt and equity mix.  However, HCP will have
substantially increased its tenant concentration in HCR ManorCare
to 32% (from 11% currently) and increased its exposure to the
skilled nursing sector to 38% for skilled and post-acute (from 16%
currently), which could increase the REIT's earnings volatility.
Nevertheless, HCP, through various acquisitions, has diversified
its portfolio into five segments -- senior housing (35% at 3Q10,
29% after), life science (21% to 14%), medical office (18% to
12%), skilled nursing and post-acute care (16% to 38%), and acute
care hospital (10% to 7%) providing greater resilience in market
downturns.  HCP's tenant exposure after this transaction will
include HCR ManorCare (32% of annualized revenues), Emeritus (6%),
Sunrise Senior Living (6%), Brookdale (4%), and HCA (4%).  Moody's
expects HCP will continue working to reduce its exposure to weaker
tenants.

HCP has a good liquidity and funding profile due to its large
credit line and manageable near-term debt maturities through 2012.
The REIT also benefits from a DRIP program that consistently
brings in equity.  During 2010, the REIT raised $1 billion of
equity, which helped HCP reduce the sizable amount of debt assumed
through the acquisition of CNL Retirement in 2006 and Slough
Estates in 2007.  As of 3Q10 effective leverage (debt + preferred
equity/gross assets) was 42.5% down from 44.8% at YE09, and net
debt/EBITDA was 5.6x down from 6.1x at YE09.  Fixed charge
coverage improved to 2.8x from 2.6x at YE09.  Although HCP has
obtained a commitment for a bridge loan in an amount up to
$3.3 billion to complete the acquisition, HCP intends to issue
debt and equity securities in lieu of borrowing under the bridge
loan.

Moody's review will focus on the progress and consummation of the
proposed HCR ManorCare portfolio acquisition and the ultimate
funding of the acquisition.  Upward ratings movement would result
from fixed charge coverage (including capitalized interest and pro
rata share of joint ventures) above 2.5x on a sustainable basis; a
reduction in secured debt to less than 10% of gross assets; and a
reduction in operator concentration with the top two tenants
approaching 35% of revenues.  A return to a stable outlook would
be predicated upon fixed charge coverage declining to 2.3x for
several quarters; secured debt in the mid-to-high teens; and any
missteps in the HCR ManorCare acquisition or unresolved issues
with HCA or Brookdale.  A downgrade would result from a sustained
fixed charge coverage below 2.0x, secured debt in the mid-20%
range, a substantial deterioration in operating performance,
leading to negative earnings growth through three quarters, or a
highly leveraged acquisition.

Moody's last rating action with respect to HCP was on April 21,
2010, when Moody's affirmed the Baa3 senior unsecured ratings and
changed the outlook to positive.

These ratings have been placed under review direction uncertain:

* HCP, Inc. -- Senior unsecured at Baa3; senior unsecured debt
  shelf at (P)Baa3; preferred stock at Ba1; preferred stock shelf
  at (P)Ba1.

HCP, Inc., headquartered in Long Beach, California, USA, is a real
estate investment trust that invests primarily in real estate
serving the healthcare industry in the United States.  As of
September 30, 2010, HCP's portfolio consisted of interests in 670
facilities among these segments: 250 senior housing, 102 life
science, 252 medical office, 45 skilled nursing and 21 hospital,
in addition to $2.0 billion of mezzanine and other secured loans.
HCP had total assets of $12.2 billion and total equity of
$6.3 billion.


HCR HEALTHCARE: $6.1 Bil. Deal Won't Affect Moody's 'B2' Rating
---------------------------------------------------------------
Moody's Investors Service commented that the announcement of the
sale of the real estate associated with the long term care
operations of HCR Healthcare LLC to HCP, Inc., for approximately
$6.1 billion has no immediate impact on the B2 Corporate Family
Rating of HCR Healthcare.

Moody's most recent rating action on HCR Healthcare was the
upgrade of the rating on the senior secured credit facility to Ba2
(LGD2, 15%) from Ba3 (LGD2, 18%) and the affirmation of the
Corporate Family Rating on August 5, 2009.

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

HCR Healthcare, based in Toledo, Ohio, provides a range of health
care services, including skilled nursing care, assisted living,
post-acute medical and rehabilitation care, hospice care, home
health care and rehabilitation therapy.  The company generated
revenue of approximately $4.1 billion for the twelve months ended
September 30, 2010.


HENRY CO: S&P Assigns 'B' Preliminary Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to El Segundo, California-based Henry Co.
The rating outlook is stable.

At the same time, S&P assigned a 'B+' preliminary issue-level
rating (one notch higher than the corporate credit rating) to
Henry's proposed $20 million revolving credit facility and
$135 million first-lien term loan.  The preliminary recovery
rating is '2', indicating S&P's expectation of substantial (70%
to 90%) recovery for lenders in the event of a payment default.
S&P is also assigning a preliminary 'CCC+' (two notches lower
than the corporate credit rating) issue-level rating and
preliminary '6' recovery rating to the company's proposed
$40 million second lien term loan.  The '6' preliminary recovery
indicates S&P's expectation that lenders can expect negligible
(0% to 10%) recovery in the event of a default.

Proceeds from the proposed financings will be used to refinance
its current debt and fund a dividend to shareholders.

"The preliminary ratings on Henry reflect what S&P considers to be
the company's aggressive financial risk profile based on its
relatively modest free cash flow generation, adequate liquidity,
and its expectations that adjusted leverage -- including operating
leases and preferred stock of approximately $30 million -- will be
in the mid-4x range by the end of 2011," said Standard & Poor's
credit analyst Tobias Crabtree.  "The ratings also reflect what
S&P considers to be its weak business risk profile, as S&P
believes the company has leading positions in its roof cements and
coatings and wax emulsions products, which is somewhat offset by
its high customer concentration risk and considerable exposure to
challenging residential and nonresidential construction end
markets."  In addition, S&P believes the company's asbestos-
related claims connected to its prior roofing products are
sufficiently addressed via its insurance coverage at this time.

The ratings incorporate S&P's expectation that demand for Henry's
products sold to residential end markets, which account for
approximately 60% of its sales, may moderately increase as housing
markets and the general economy continue to recover.
Specifically, S&P believes repair and replacement markets, which
are a key driver for the company's retail segment sales, could
improve at least 3% to 5% over the next year.  In addition,
Standard & Poor's economists expect new housing starts in 2011 to
increase approximately 17% from 2010's expected level of about
590,000 units.  S&P expects operating results for sales of the
company's products related to commercial end markets, which
represent about 40% of its recent sales, to remain weak given
Standard & Poor's economists view that nonresidential end markets
are unlikely to begin recovering until 2012.  Along with a
moderate benefit of increased sales of new products, S&P believes
Henry's sales over the next 12 to 18 months could increase
modestly from 2009's level of approximately $282 million.  S&P is
forecasting that adjusted EBITDA for the similar period could
improve to the mid-$40 million range from 2009's level of
approximately $40 million due to the expectation that margins
remain relatively steady at about 14%.  A key risk to S&P's
forecast is a greater than expected increase in raw material costs
(i.e., asphalt, paraffin wax, and mineral spirits) that the
company is unable to offset with higher prices due to the low
demand environment, which could result in significantly reduced
profitability.  S&P estimates materials costs constituted more
than 80% of the company's total cost of sales.

Henry is a private-equity owned, supplier of roof cements and
coatings, air and vapor barriers, and wax emulsions for moisture
resistant gypsum board serving customers in the residential and
commercial construction end markets.

The stable rating outlook reflects S&P's expectation that Henry's
operating performance during the next several quarters will result
in credit measures that S&P would consider to be in-line with the
ratings given the company's weak business risk profile.
Specifically, S&P expects adjusted leverage to be in the mid-4x
range over the next year based upon adjusted EBITDA of in the mid-
$40 million range.  This expectation is based on a gradual
recovery in the company's residential end markets, especially
repair and replacement construction activity, but still weak
commercial construction activity.  The outlook also incorporates
S&P's view that the company's liquidity, primarily from funds from
operations and availability on its revolving credit facility, will
remain adequate and that its covenant cushion will be at least 20%
over this time period.

S&P could take a negative rating action if sales and adjusted
EBITDA were to moderate from its projected level of more than
$40 million in 2011 due to a double dip recession and reduced
construction activity or rapidly rising raw material costs.
Specifically, for a lower rating, EBITDA would have to decline to
the low-$30 million range in 2011 for the company's cushion with
regards to its tightening financial covenants to fall below 10%.

S&P could raise the rating if a greater-than-expected recovery in
residential and commercial construction were to result in leverage
likely to remain below 4x.  Specifically, this could occur if
adjusted EBITDA were to approach $50 million over the next year
coupled with some modest debt repayment from free cash flow
generation.


HUNTINGTON BANCSHARES: S&P Ups Counterparty Credit Rating From BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its long-
term counterparty credit rating on Huntington Bancshares to 'BBB'
from 'BB+' and on Huntington National Bank to 'BBB+' from 'BBB-'.
The outlook is stable.

"The upgrade reflects S&P's expectations that Huntington's credit
quality and profitability will continue to improve in 2011, while
its capital levels remain strong and provide ongoing protection
against further economic headwinds," said Standard & Poor's credit
analyst Catherine Mattson.  Huntington's credit quality has
improved through 2010, with nonperforming assets (including
restructured loans and loans 90 days past due) falling to 4.48% of
related assets at Sept. 30, 2010, compared with 7.07% at year-end
2009.  Similarly, net charge-offs have fallen to an annualized
2.48% in the first three quarters of 2010 from 3.75% in 2009,
demonstrating management's aggressive approach to tackling its
sizable asset-quality problems.

The improvement in credit has in turn led to the company reporting
a profit in each quarter this year, as loan-loss provisions fell
in response.  These profits follow reported losses in 2008 and
2009 due to a combination of outsize credit losses and goodwill
impairment charges.  Although S&P has observed significant
improvement in Huntington's credit quality, S&P believes the loan
portfolio could still be susceptible to persistent economic
weakness within its footprint until a more prominent recovery is
present.

However, S&P expects the improving trend to continue as
nonperforming loans run off and the newer loans made under tighter
underwriting standards implemented last year make up an increasing
percentage of the loan portfolio.  Moreover, the company has been
making good progress in growing its noninterest income, reducing
its expenses, and improving its liquidity and core deposit base.
S&P expects these initiatives to strengthen the company in the
longer term, as credit quality gradually improves and earnings
rebound.

Huntington announced yesterday it was selling $920 million of
common stock as part of its plan to repay $1.4 billion of TARP
preferred.  Following the offering, its pro-forma tangible common
equity will increase to a strong 7.86% from 6.2% at Sept. 30,
2010.  The company's risk-adjusted capital ratio under S&P's
framework will rise to a solid 8.1% from its current 6.6% and
compares well to those of similarly rated peers.  S&P expects
Huntington to maintain its capital at these strong levels as it
continues to work to improve its credit quality and profitability
through 2011.

The outlook is stable.  S&P expects Huntington's credit quality
and profitability to continue to improve in 2011 while current
capital levels remain stable.  If loss rates rise from current
levels and profitability falls, S&P could revise the outlook to
negative.


I-10 BARKER: Plan Outline Filed; All Creditors to Be Paid in Full
-----------------------------------------------------------------
I-10 Barker Cypress, Ltd., filed with the U.S. Bankruptcy Court
for the Southern District of Texas on December 9, 2010, a First
Amended Disclosure Statement explaining its plan of organization
dated October 29, 2010.

Solicitation of votes on the Plan may only begin after copies of
the disclosure statement, after approval of the same by the Court,
have been sent to all claimants entitled to vote on the Plan.

The Plan terms contemplate the sale of the Debtor's 83,000 square
foot shopping center on 17.2 acres of commercial land in Houston,
Texas (the "Property") and the payment in full of all creditors.
The Property is 80% leased and has an appraised fair market value
of roughly $24 million.  New shares will be issued to the holders
of Equity Interests in Class 6, in exchange for their existing
interests which will be canceled and extinguished.

Prior to the filing of the Disclosure Statement and Plan of
Reorganization, the Debtor negotiated a sale of one of the
buildings ("Building A") on the Property to Chimney Joint
Venture.  The Debtor's motion to sell Building A is currently
pending before this Court.  The Sale Motion contemplates a sale of
Building A for $950,000, the net proceeds of which would satisfy
the taxes against the Property and a portion of the Allowed
Secured Claim of Compass Bank, owed $17,261,509.  The Debtor
anticipates that the closing of the sale of Building A will occur
prior to confirmation of its Plan.

Pursuant to the Plan terms, with the exception of Priority Claims
and Pre-Petition Ad Valorem Tax Claims under Class 1 and Pending
State Court Litigation Claims (Disputed) under Class 5, all other
creditors are impaired.

The Plan proposes the following treatment for the various claims
and interests in the Debtor:

Class 1. Priority Claims and Pre-Petition Ad Valorem Tax Claims.
        Allowed Priority Claims will be paid in full, in cash, on
        the Effective Date of the Plan, or the date that is ten
        (10) Business Days after the date the Claim is Allowed.

Class 2. Secured Claim of Compass Bank. To the extent not
        previously paid from the proposed sale of Building A,
        Compass will receive at the election of the Debtor, either
        (i) the proceeds of the sale of the remaining Property to
        the extent of its Allowed Secured Claim (after payment of
        superior liens and Closing Costs, if any, or (ii) transfer
        of a portion of the Property, without representation or
        warranty, in full or partial satisfaction of Compass'
        Allowed Secured Claim. The Debtor anticipates that it will
        require a twenty-four (24) month period from the Plan's
        Effective Date (the "Marketing Period") to lease the
        remaining vacant lease space and obtain a purchaser for
        the entire Property. During the Marketing Period, Compass
        will continue to receive the amount of $75,000 per month
        from the existing cash flow from the Debtor's operations.
        During the Marketing Period, Compass will take no action
        to foreclose its liens against the Property.

Class 3. Unsecured Claims (Trade Debt Equal to or Less than
         $1,000). Each holder of an Allowed Unsecured Claim in
         Class 3 will be paid in full, in cash, on or before
         thirty (30) days after the Effective Date of the Plan.

Class 4. Unsecured Claims (Exceeding $1,000).  Each holder of an
         Allowed Unsecured Claim in Class 4 will receive payment
         in two (2) installments.  The first installment will be
         made thirty (30) days after the Plan's Effective Date in
         an amount equal to 50% the Allowed Claim of each
         Unsecured Claimant in Class 4. The balance of the Claim
         will be paid one hundred eighty (180) days after the
         Effective Date of the Plan. Alternatively, if a holder of
         an Allowed Class 4 Claim elects to reduce its claim to
         75% of its Allowed Claim, it shall be paid ten (10) days
         after the Effective Date of the Plan.

Class 5. Pending State Court Litigation Claims. The Pending State
         Court Litigation Claims have been stayed pursuant to 11
         U.S.C. Section, and no request to lift the automatic stay
         has been filed. Until that time as the Allowed Claims in
         Class 5 are adjudicated (either through the pending
         state court litigation or the claims objection process
         before the Bankruptcy Court), the holders of those
         claims will receive no distributions under the Plan. The
         Debtor reserves all rights of setoff in connection with
         any and all Class 5 claims. In the event that it is
         determined that a holder of a Class 5 Claim has an
         Allowed Claim, (after all setoffs and credits to the
         Debtor) that Allowed Claim will be paid in accordance
         with the treatment of Class 4 creditors.

Class 6. Equity Interests. On the Effective Date, all Equity
         Interests will be canceled and extinguished.  New shares
         of stock will be issued to the holders of Equity
         Interests.  However, until all superior classes of claims
         are satisfied, holders of Class 6 Equity Interests will
         not receive or retain distributions or dividends on
         account of their Equity Interests.  Class 6 is Impaired
         and is deemed to have accepted the Plan.

A complete text of the Disclosure Statement is available for free
at http://bankrupt.com/misc/I-10Barker_DS.pdf

                         About I-10 Barker

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

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


JUNIPER GROUP: Callable Notes Converted to Common Shares
--------------------------------------------------------
During the period October 1, 2010 through December 13, 2010,
Juniper Group Inc. approved the conversion of Callable Notes into
unrestricted shares of common stock pursuant to the provisions of
Rule 144(b)(1).

The Convertible Securities were originally issued under Section
4(2) of the Securities Act of 1933 as private transactions exempt
from registration and in all recent conversions the provisions of
Rule 144(c)(1) were met in that the Company is a reporting issuer,
the recipients were non-affiliates of the Company and each had
held the Convertible Securities in excess of a full year.

A total of 1,010,195,024 shares of unrestricted common stock were
issued during the period October 1, 2010 through December 13,
2010in exchange for the satisfaction of $144,900 in Convertible
Securities conversions.  The conversions were taken in response to
the request of the holders of the Convertible Securities and upon
satisfactory compliance with the provisions of Rule 144 and its
provisions.

                        About Juniper Group

Boca Raton, Fla.-based Juniper Group, Inc., is a holding company.
The Company was incorporated in the State of Nevada in 1997 and
conducts its business through indirect wholly-owned subsidiaries.

The Company's wireless infrastructure services operating
subsidiaries primarily focus their activities in the Eastern and
Central United States.  The Company's intention is to be able to
support the increased demand in the deployment of wireless
infrastructure services with leading wireless telecommunication
companies in providing them with maintenance and upgrading of
wireless telecommunication network sites, site acquisitions, site
surveys, co-location facilitation, tower construction and antenna
installation to tower system integration, hardware and software
installations.

                         *    *    *

The Company's balance sheet at September 30, 2010, showed
$1.1 million in total assets, $29.3 million in total liabilities,
and a stockholders' deficit of $28.2 million.

Liebman Goldberg & Hymowitz, LLP, in Garden City, New York,
expressed substantial doubt about Juniper Group, Inc.'s ability to
continue as a going concern, following the Company's 2009 results.
The independent auditors noted that the Company has a working
capital deficiency and has suffered recurring losses from
operations.


KANSAS CITY SOUTHERN: Moody's Assigns 'B1' Rating to New Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Kansas City
Southern de Mexico, S.A. de C.V.'s new $185 million notes due
2020.  The company's other ratings (corporate family rating of B1)
are unaffected by the action.  The ratings outlook is positive.

                        Ratings Rationale

The company intends to use proceeds from the new notes offering to
partially repay its existing 7-5/8% senior notes due 2013 and 12-
1/2% senior notes due 2016, which have been tendered for
redemption.

KCSM's senior notes are rated B1, the same as the corporate family
rating, as the senior unsecured obligations of KCSM comprise a
substantial majority of that company's debt structure.  Moody's
Loss Given Default Methodology is not applied to Mexican entities
including KCSM.

The last rating action was on November 15, 2010, when Moody's
changed the ratings of KCSM, corporate family rating to B1 from
B2.

Kansas City Southern operates a Class I railway in the central
U.S. (The Kansas City Southern Railway Company) and, through its
wholly-owned subsidiary Kansas City Southern de Mexico, S.A. de
C.V., owns the concession to operate Mexico's northeastern
railroad.


KANSAS CITY SOUTHERN: S&P Assigns 'BB-' Rating to $185 Mil. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB-' rating to Kansas City Southern de Mexico S.A. de C.V.'s
proposed $185 million senior unsecured notes due 2020.  The issue-
level rating on the notes is the same as the 'BB-' corporate
credit ratings on KCSM and its parent, Kansas City Southern.
Based on Standard & Poor's recovery criteria for Mexico, the
unsecured recovery rating is capped at '3', indicating that
lenders can expect meaningful (50% to 70%) recovery in the event
of a payment default.  The company will use proceeds from the debt
issue, along with other borrowings, to pay off KCSM's 7.625% notes
due 2013 and 12.5% notes due 2016.

The ratings on freight railroad KCS reflect its aggressive
financial risk profile, capital intensity, and meaningful exposure
to cyclical end markets such as automotive and manufacturing,
particularly in Mexico through its KCSM subsidiary; KCS acquired
the Mexican railroad company in April 2005.  The favorable
characteristics of the U.S. freight railroad industry and the
company's strategically located rail network partly offset these
risks.  S&P views the company's business risk profile as
satisfactory and consider its financial profile aggressive.
Given improving freight volumes (particularly in Mexico) and
stable pricing trends, S&P expects KCS to maintain satisfactory
operating profitability and generate funds from operations in
the $500 million to $600 million range in 2010.

Liquidity is adequate.  Although liquidity concerns have been a
limiting rating factor in the past, KCS's liquidity position has
improved in the past several quarters.  Following the proposed
refinancing, S&P expects KCS's maturity profile to improve, given
its limited refinancing needs through 2013.  However (pro forma
for the refinancing), the company still has substantial
refinancing needs of about $450 million in 2013.  Cash sources
include existing cash balances of $69 million and expected FFO of
$500 million to $600 million.  S&P expects cash uses to include
some investment in working capital, capital spending of about
$310 million, and annual cash outlays for preferred stock
dividends totaling about $10 million to $15 million.

KCS has access to a $125 million U.S. revolving credit facility,
which expires on April 28, 2013, and includes a letter of
credit sublimit of $25 million and swingline advances of up to
$15 million.  KCSM has commitments for a $100 million revolving
credit facility to support liquidity in Mexico.  As of Sept. 30,
2010, KCS was in compliance with its debt covenants.  S&P believes
it will remain so with an adequate cushion.  The bank agreement
includes limitations on the incurrence of additional debt, asset
sales, mergers, and restricted payments.  In addition, it contains
various financial covenants, including minimum interest expense
coverage and maximum leverage ratios.

Given the rebound in volumes and the stable pricing environment,
S&P expects KCS's operating performance, profitability, and cash
flow to continue to strengthen over the next few quarters.  S&P
could lower the ratings if liquidity becomes constrained or if FFO
to total debt consistently falls below 20%.  Alternatively, S&P
could raise the ratings on the company if earnings improvement
results in FFO to total debt in the upper-20% area on a sustained
basis.

                          Ratings List

            Kansas City Southern de Mexico S.A. de C.V.
                      Kansas City Southern

    Corporate credit rating                      BB-/Stable/--

                           New Rating

            Kansas City Southern de Mexico S.A. de C.V.

         $185 mil sr unsec notes due 2020             BB-
         Recovery rating                              3


KCXP INVESTMENTS: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: KCXP Investments, LLC
          dba Jet Ranch Hangar Community Association
        134 Lakes Boulevard
        Dayton, NV 89403

Bankruptcy Case No.: 10-54847

Chapter 11 Petition Date: December 14, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Kevin A. Darby, Esq.
                  DARBY LAW PRACTICE, LTD.
                  4777 Caughlin Parkway
                  RENO, NV 89519
                  Tel: (775) 322-1237
                  Fax: (775) 996-7290
                  E-mail: kevin@darbylawpractice.com

Scheduled Assets: $12,588,750

Scheduled Debts: $6,027,645

The petition was signed by Tom McManus, manager.

Debtor's List of four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Sterling Air, Ltd.                 Improvement Project    $173,161
2640 E. College Parkway            Management Services
Carson City, NV 89706

Carson City Treasurer              Parcel 005-021-04       $92,135
201 N. Carson Street, Suite 5
Carson City, NV 89701

Valley Construction Co.            Building Improvements   $42,348
500 Ryland Street, Suite 300
Reno, NV 89502

Valley Construction                Architectural           $20,000
                                   Services


KRYSTAL KOACH: Schedules Jan. 4 Auction for Assets
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Krystal Koach Inc. received approval from the
bankruptcy court to sell its assets at a Jan. 4 auction.  A
hearing to approve the sale is set for Jan. 6.

Krystal Infinity LLC is under contract to buy the assets, absent
higher and better offers.  Under the asset purchase agreement,
Kristal Infinity will purchase the assets for an aggregate
purchase price of $9 million, which is expected to consist of cash
in the amount of $6.5 million and the credit of the DIP financing
in the amount of $2.5 million, plus the assumption of additional
direct indebtedness of anticipated to exceed $2.67 million and
certain contingent liabilities.  A copy of the Kristal Infinity
APA is available for free at:

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

El Molino Advisors, Inc., the Debtor's financial advisor and
marketing consultant, is soliciting other offers for the business.
El Molino can be reached at:

     Lawrence Perkins
     E-mail: lperkins@elmolinoinc.com
     Phone: (213) 291-2547

An auction will be conducted and Krystal Infinity will be start
the bidding if qualified bids are received by the deadline.

The winning bidder will have until January 25, 2010, to consummate
the sale.

                        About Krystal Koach

Orange, California-based Krystal Koach, Inc., dba Krystal
Enterprises, manufactures stretch limousines and customer shuttle
buses in the U.S.  It filed for Chapter 11 bankruptcy protection
on November 19, 2010 (Bankr. C.D. Calif. Case No. 10-26547).  Ron
Bender, Esq., who has an office in Los Angeles, California,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Affiliate Krystal Air, LLC (Bankr. C.D. Calif. Case No. 10-23983)
filed a separate Chapter 11 petition on November 3, 2010.


KV PHARMACEUTICAL: Centerbridge Has Warrants to Buy 12.6MM Shares
-----------------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
November 29, 2010, U.S. Healthcare I, LLC, and U.S. Healthcare II,
L.L.C disclosed that they have right to purchase an aggregate of
12,587,511 shares of Class A Common Stock of KV Pharmaceutical Co.
According to the filing, the 9,900,000 shares are exercisable
starting November 17, 2010 and the remaining 2,687,511 shares are
exercisable starting November 30, 2010.  Both warrants will expire
on November 17, 2015.

The securities reported are held directly by each of U.S.
Healthcare I, L.L.C. and U.S. Healthcare II, L.L.C.  Centerbridge
Partners Holdings, LLC is the general partner of Centerbridge
Partners, L.P., which is the managing member of each of
Centerbridge Credit Advisors, L.L.C. and Centerbridge Special
Credit Advisors, L.L.C.  CCA and CSCA are the investment managers
of each of USH I and USH II, respectively, with respect to which
each has voting and dispositive authority over the securities
reported.  Jeffrey Aronson and Mark T. Gallogly are the managing
members of CPH.  Therefore, CPH, CP, CCA , CSCA and Messrs.
Aronson and Gallogly may be deemed to be the beneficial owners of
the securities reported herein.  Each of CPH, CP, CCA , CSCA and
Messrs. Aronson and Gallogly disclaims beneficial ownership of
such securities except to the extent of his or its pecuniary
interest.

In a separate Schedule 13D on November 29, 2010, U.S. Healthcare
I, et al., disclosed warrants to purchase shares of the Company's
Class A Common Stock:

                                            Amount        Equity
                                      Beneficially Owned  Stake
                                      ------------------  ------
U.S. Healthcare I, LLC                     8,433,632     16.76%
U.S. Healthcare II, LLC                    4,153,879      8.25%
Centerbridge Credit Advisors, LLC          8,433,632     16.76%
Centerbridge Special Credit Advisors, LLC  4,153,879      8.25%
Centerbridge Partners, L.P.               12,587,511     25.00%
Centerbridge Partners Holdings, LLC       12,587,511     25.00%
Jeffrey H. Aronson                        12,587,511     25.00%
Mark T. Gallogly                          12,587,511     25.00%

The warrants reported which warrants provide for the right to
purchase up to 12,587,511 shares of Class A Common Stock were
issued in connection with the financing arrangements entered into
with USH I and USH II pursuant to the terms of a Credit and
Guaranty Agreement, dated November 17, 2010, by and among the
Company, certain of the Company's subsidiaries, USH I and USH II.
The funds for the Financing were derived from the available
working capital of USH I and USH II.

On November 17, 2010, the Reporting Persons acquired the Warrants
for investment in the ordinary course of business pursuant to that
certain Stock Warrant Purchase Agreement dated November 17, 2010,
by and between USH I, USH II and the Issuer because they believed
that the Warrants, when purchased, represented an attractive
investment opportunity.

Pursuant to the Stock Warrant Purchase Agreement, on November 17,
2010, a portion of the Warrants were issued to USH I and USH II,
which portion of the Warrants is exercisable into 6,633,000 shares
and 3,267,000 shares of Class A Common Stock, respectively, at an
exercise price of $1.62 per share.  The Stock Warrant Purchase
Agreement provides for the issuance of a second warrant to USH I
and USH II which will be exercisable into 1,800,632 shares and
886,879 shares of Class A Common Stock, respectively, at an
exercise price of $1.62 per share.  The issuance of the Warrants
by the Company was in connection with the Financing entered into
with USH I and USH II pursuant to the terms of the Credit and
Guaranty Agreement.

On November 17, 2010, the Reporting Persons may be deemed the
beneficial owners of an aggregate of 12,587,511 shares of Class A
Common Stock issuable upon the exercise of the Warrants,
representing approximately 25% of the Class A Common Stock.

The aggregate percentage of Class A Common Stock beneficially
owned by the Reporting Persons is based upon the 37,747,470 shares
of Class A Common Stock reported to be outstanding as of
November 17, 2010, by the Issuer in Exhibit 99.2 of its Form 8-K
filed with the Securities and Exchange Commission on November 17,
2010.

                  About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --=20
http://www.kvpharmaceutical.com/-- is a fully integrated=20
specialty pharmaceutical company that develops, manufactures,=20
markets, and acquires technology-distinguished branded and=20
generic/non-branded prescription pharmaceutical products.  The=20
Company markets its technology distinguished products through=20
ETHEX Corporation, a subsidiary that competes with branded=20
products, and Ther-Rx Corporation, the company's branded drug=20
subsidiary.


LEHMAN BROTHERS: LBSF Commences Suit vs. BofA, Ceago & LII
----------------------------------------------------------
Lehman Brothers Special Financing, Inc., filed a complaint
against Bank of America, National Association, as trustee, Ceago
ABS CDO 2007-1, Ltd., Ceago ABS CDO 2007-1, LLC, and Long Island
International Ltd. to prevent certain unenforceable ipso facto
clauses from improperly modifying LBSF's right to priority of
payment with respect to approximately $150 million in collateral
in connection with a collateralized debt obligation transaction
called Ceago ABS CDO 2007-1.

LBSF is party to certain derivative swap transactions with Caego,
as the Issuer, in connection with the Ceago Transaction.  Lehman
Brothers Holdings, Inc., is LBSF's credit support provider and
guarantor under the Swap Agreements.  The transaction documents
generally require the Trustee to make termination payments owed
to LBSF under the Swap Agreements prior to disbursing interest
and principal payments to the Noteholders in the Ceago
Transaction.

The governing indenture, however, also contains a provision that
the Trustee and LII, as the Controlling Noteholder, contend
eliminates altogether LBSF's priority lien with respect to the
Synthetic Counterparty Collateral in instances where LBSF is the
"Defaulting Party."  The indenture includes a further provision
that modifies LBSF's Senior Payment Priority with respect to the
CDO Collateral held by the Trustee, making the right junior to
the payment rights of the Noteholders in instances where LBSF was
the "Defaulting Party."  The Swap Agreements expressly provide
that the filing of a bankruptcy petition by LBSF (or LBHI) is an
Event of Default under which LBSF becomes the "Defaulting Party."

As a result of certain postpetition actions taken by the Trustee,
the Controlling Noteholder can direct the Trustee to terminate
the Swap Agreements and liquidate the collateral held by the
Trustee and, the Controlling Noteholder contends that it can
exercise that power without LBSF's consent.  In that event, the
Trustee would declare LBSF the Defaulting Party and, based on the
Priority Modification Provisions, distribute to the Noteholders
the Synthetic Counterparty Collateral and CDO Collateral that
otherwise would have been due and owing to LBSF.  LBSF's
resulting loss of its Senior Payment Priority position by
operation of the Priority Modification Provisions would cost the
bankruptcy estate and its creditors approximately $150 million.

LBSF, through the complaint, seeks declaratory relief and final
declaratory judgment from the Court that the Payment Priority
Exchange improperly modified LBSF's Senior Payment Priority as a
result of a bankruptcy filing and, thus, the Priority
Modification Provisions constitute unenforceable ipso facto
clauses that violate Sections 365(e)(1) and 541(c)(1) of the
Bankruptcy Code and that LBSF is entitled to Senior Payment
Priority.

LBSF also seeks preliminary declaratory relief and final
declaratory judgment that any action to enforce the Payment
Priority Exchange as a result of a bankruptcy filing violates the
automatic stay and is void ab initio.

Alternatively, LBSF seeks judgment that the Payment Priority
Exchange was:

  -- a preferential transfer that is avoidable pursuant to
     Section 547, and, pursuant to Sections 550 and 551, it is
     entitled to recover and preserve Senior Payment Priority
     for the benefit of its estate;

  -- a constructive fraudulent transfer that is avoidable
     pursuant to Section 548, and, pursuant to Sections 550 and
     551, it is entitled to recover and preserve Senior Payment
     Priority for the benefit of its estate;

  -- an unauthorized postpetition transfer that is avoidable
     pursuant to Section 549(a), and, pursuant to Sections 550
     and 551, it is entitled to recover and preserve Senior
     Payment Priority for the benefit of its estate.

                       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
disclosed 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: Neuberger Commences Suit vs. Fridator, et al.
--------------------------------------------------------------
Neuberger Berman LLC filed a complaint against The Fridator
Trust, Morgan Stanley & Co., Inc., Lehman Brothers Inc., and
Lehman Brothers Commercial Corp. seeking a declaration of the
rights, title and interest of each of the parties in the proceeds
of the currency exchange transactions between Neuberger and
Morgan Stanley.

The action arises from a series of currency exchange transactions
between Neuberger, on one hand, and Morgan Stanley, on the other
hand.  The settlement date for the currency exchange transactions
was September 30, 2008.  The currency exchange transactions were
entered into by Neuberger for Fridator's account.

Based on the applicable currency exchange rates on the settlement
date, Neuberger had a gain on the Morgan Stanley Currency
Exchanges and Morgan Stanley had a loss.  Morgan Stanley is
presently holding the Morgan Stanley Currency Proceeds.
Neuberger is owed the Morgan Stanley Currency Proceeds from
Morgan Stanley.

Lehman asserts that it is entitled to the payment of the Morgan
Stanley Currency Proceeds.  Fridator also asserts that it is
entitled to the payment of the same proceeds.

As a result of the conflicting claims, Morgan Stanley has
retained the proceeds.

According to Neuberger, a declaration from the Court will assist
the parties to the lawsuit in determining their rights and
responsibilities.

Neuberger also asks the Court to restrain and enjoin the
defendants from commencing or prosecuting any action seeking
amounts from Neuberger due under the Morgan Stanley Currency
Exchanges.

Neuberger also seeks award for attorney fees, costs,
disbursements and expenses it incurred in the action.

James W. Giddens, LBI's SIPA Trustee, tells the Court that it is
not asserting a claim to the Morgan Stanley Proceeds.  The
Trustee says the allegations in the Complaint are therefore not
applicable to the LBI estate and he therefore neither admits nor
denies them.

Fridator argues that the Complaint fails to state a claim upon
which relief may be granted and that declaratory judgment is
improper because there is no actual or justiciable controversy
concerning the trade proceeds.  Fridator asserts that it is not a
proper or necessary party to the action and that Neuberger's
claims are barred, in whole or in part, by the doctrines of
waiver, estoppels, acquiescence and unclean hands.

Morgan Stanley denies that Neuberger Berman "is owed sums of
money from Morgan Stanley."  Morgan Stanley asserts that
Neuberger's alleged damages are non-existent and speculative.
Morgan Stanley thus seeks a declaratory judgment from the Court
in its favor on all claims asserted against it by Neuberger and
for the costs, disbursements, and attorney's fees incurred in the
action, together with sanctions pursuant to Rule 9011 of the
Federal Rules of Bankruptcy Procedure.

                       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
disclosed 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: Neuberger Commences Suit vs. Brown Brothers
------------------------------------------------------------
Neuberger Berman LLC filed an action for interpleader and
declaratory judgment against Brown Brothers Harriman & Co.,
Westpac Banking Corp., The Fridator Trust, HSBC Securities (USA),
Inc., Lehman Brothers, Inc., and Lehman Brothers Commercial Corp.

The action stems from a series of currency exchange transactions
between Neuberger Berman, on one hand, and each of BBH, Westpac
and HSBC, on the other hand.  The settlement date for each of
these currency exchange transactions was September 30, 2008.
Each of the currency exchange transactions was entered into by
Neuberger Berman for the account of defendant The Fridator Trust.

Neuberger Berman, through the complaint, wants the Court to
determine the defendants' rights to funds it is obligated to pay
pursuant to the currency exchange transactions.  Neuberger Berman
says it has no interest in, or claim to, those funds, but has an
interest in the expeditious and efficient resolution of potential
conflicting ownership claims to the funds that may lead to
inconsistent determinations of liability.

Neuberger Berman also seeks a declaration whether, for certain
currency exchange transactions, it is owed sums of money from
certain defendants.  Neuberger says a declaration from the Court
will assist the parties to the lawsuit in determining their
rights and responsibilities.

James Giddens, the LBI SIPA Trustee, asserts that LBI is the sole
party entitled to the proceeds of the transactions.

Westpac also asserts that it is the only party entitled to the
Westpac currency proceeds.  Westpac points out that Lehman's only
involvement in the Westpac currency exchanges was limited in its
capacity as agent for or custodian on behalf of Neuberger.

Fridator asserts that the interpleader is improper because there
are no competing claims to the trade proceeds, and Neuberger has
no legitimate claim or concern that it may be exposed to double
liability.

BBH asserts that all claims against it are barred pursuant to the
doctrine of acquiescence, estoppel, ratification and waiver.  BBH
also concurs with Westpac that Lehman's involvement in the BBH
currency exchanges was limited.

                       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
disclosed 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: $3 Billion in Claims Change Hands in November
--------------------------------------------------------------
More than 300 claims totaling more than US$3.3 billion,
EUR1.37 million, CHF41.6 million, and AU$10 million changed hands
in the Debtors' bankruptcy cases in November 2010.  Among the
largest claims traded were:

Transferor           Transferee          Claim No.   Claim Amount
---------            ----------          ---------   ------------
Frank Russell        JPMorgan Chase        67146   US$390,121,073
Company              Bank N.A.

JPMorgan Chase       Taconic Opportunity   67146   US$109,172,158
Bank N.A.            Fund L.P.

Cantor Fitzgerald    FCOMA LBU LLC          2430   US$100,148,932
Securities

Lehman Brothers      JA Solar Holdings     62783   US$100,000,000
International Europe Co. Ltd.

JA Solar Holdings    RBS Securities Inc.   62783   US$100,000,000
Co. Ltd.

JA Solar Holdings    RBS Securities Inc.   67200   US$100,000,000
Co. Ltd.

AB2 Fund             Elliott Associates    16748    US$97,008,891

Deutsche Bank AG     CVI GVF (Lux)         18966    US$95,148,160
London Branch        Master S.a.r.l.

Deutsche Bank AG     CVI GVF (Lux)         18969    US$95,148,160
London Branch        Master S.a.r.l.

Frank Russell        JPMorgan Chase        32145    US$82,729,004
Company          Bank N.A.

                       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
disclosed 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: Loses Battle Over GBP148-Mil. UK Pension Debt
--------------------------------------------------------------
Lehman Brothers Holdings Inc.'s European unit lost its challenge
of a U.K. watchdog's order for the company to cover the deficit
in its pension funds, according to a December 10, 2010 report by
Bloomberg News.

The High Court in London issued on December 10 a ruling in favor
of the U.K. Pensions Regulator following a hearing last month
where the Lehman unit argued that the regulator does not have the
power to issue financial support direction against companies in
administration or liquidation, the report said.

"Parliament has legislated to create financial obligations
applicable to and payable by a company in an insolvency process,"
Judge Michael Briggs said in his order.  That could be "an
impediment to the achievement of the objectives of the rescue
culture but the ability of the court to make a prospective
priority order will, I think, keep that potential damage to a
minimum."

LBHI filed the largest bankruptcy in U.S. history in September
2008.  Its U.K. unit is being liquidated in London.

                       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
disclosed 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: DBS Bank Wins Dismissal of Investors' Suit
-----------------------------------------------------------
Andrea Tan reporting for Bloomberg News said DBS Bank Ltd. won
dismissal of a lawsuit by 215 investors in Singapore who sought
S$18 million for losses tied to Lehman Brothers Holdings Inc.-
related investments, the Straits Times said, citing a court
ruling.

The investors sued the bank claiming the product's prospectus and
pricing statement were inconsistent, and the investment should be
declared void, the newspaper said, according to Bloomberg.

                       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
disclosed 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)


LOPEZ 3B: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Lopez 3B, LLC
        8626 Centreville Road, Ste.101
        Manassas, VA 20110

Bankruptcy Case No.: 10-20410

Chapter 11 Petition Date: December 13, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Joseph Michael Langone, Esq.
                  LAW OFFICES OF JOSEPH M. LANGONE
                  11876 Sunrise Valley Dr. Suite 201-C
                  Reston, VA 20191
                  Tel: (703) 391-1161
                  Fax: (703) 391-1163
                  E-mail: langonej@hotmail.com

Scheduled Assets: $750,000

Scheduled Debts: $1,411,873

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

The petition was signed by Carlos Lopez, CFO.


LSP BATESVILLE: S&P Downgrades Rating on $150 Mil. Bonds to 'CC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on LSP
Batesville's $150 million senior secured bonds due 2014
($49.65 million outstanding) and $176 million senior secured
bonds to 'CC' from 'CCC'.  The outlook remains negative.

The downgrade follows a review of management's forecast for the
next year.  According to that forecast, LSP Batesville will have
to draw approximately $4 million from the debt service reserve to
make the January 2011 debt service payment.  After this draw,
approximately $476,000 will remain in the debt service reserve
account.  While management believes that LSP Batesville will be
able to pay July 2011 debt service from operational cash flow,
given the substantial depletion of the debt service reserve, LSP
Batesville will not have sufficient funds to make the January 2012
debt service payment.  As the date of likely eventual payment
default is known, S&P is lowering the ratings as per its criteria.

On Jan. 31, 2011, Complete Energy is expected to transfer its
96.3% equity interest in CEP Batesville Acquisition, the plant's
owner, to BGH Equity partners under the terms of a settlement of a
previously defaulted $123 million loan under which Complete's
equity interest in CEP Batesville Acquisition served as
collateral.  New management has yet to articulate its plans for
LSP Batesville, so the possibility of future capital injections
from the new ownership has not been factored into the rating at
this time.


MAJESTIC STAR: Proposes to Hire Ernst & Young
---------------------------------------------
BankruptcyData.com reports that Majestic Star Casino filed with
the U.S. Bankruptcy Court a motion seeking to retain Ernst & Young
(Contact: Thomas LaPlaca) at these hourly rates: national
partner/principal/executive director at $610 to 760, national
senior manager/manager at 500 to 592, principal/partner at 483 to
585, executive director at 420 to 490, senior manager at 420 to
490, manager at 330 to 400, senior at 210 to 375 and staff at 10
to 190.

                         About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nev., and is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Inc., on June 7, 1996.
The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-14136) on November 23, 2009.

The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- filed
separate Chapter 11 petitions.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC serves as
the Debtors' claims and notice agent.

The Majestic Star Casino's balance sheet at June 30, 2009, showed
total assets of $406.42 million and total liabilities of $749.55
million.  When it filed for bankruptcy, the Company estimated less
than $500 million in assets and less than $1 billion in debts.


METRO-GOLDWYN-MAYER: Court OKs Cair, Zolfo Services Pact
--------------------------------------------------------
The Bankruptcy Court approved the standard services agreement
among Metero-Goldwyn-Mayer Studios Inc., CAIR Management LLC,
Zolfo Cooper Management LLC and Stephen Cooper.

In a December 2, 2010 order, the Court authorized the Debtors to
perform under the agreement subject to these terms:

  (1) CAIR, Mr. Cooper, Zolfo Cooper, and their affiliates will
      not act in any other capacity in connection with the
      Debtors' Chapter 11 cases.

  (2) In case the Debtors seek to have CAIR or Zolfo Cooper
      personnel assume additional or different executive officer
      positions, or to materially change the terms of the
      agreement by modifying the functions of the executive
      officers; adding new executive officers; or altering and
      expanding the scope of the agreement, a motion to modify
      the retention must be filed.

  (3) Zolfo Cooper, CAIR, and Mr. Cooper, must file with the
      Court, with copies to the U.S. Trustee and any official
      committee appointed in the Chapter 11 cases, a report of
      staffing on the engagement for the previous month.  The
      report should include the names and functions filled of
      the individuals assigned.  All staffing must be subject to
      review by the Court in the event an objection is filed.

  (4) No principal, employee or independent contractor of CAIR
      or Zolfo Cooper or its affiliates must serve as director
      of any of the Debtors during the pendency of their cases.

  (5) Zolfo Cooper, CAIR, and Mr. Cooper, must file with the
      Court, and provide notice to the U.S. Trustee and any
      official committee appointed, of reports of compensation
      earned and expenses incurred on a monthly basis.  The
      reports should describe generally the services provided,
      identify the compensation earned by each executive officer
      and staff employee provided, and itemize the expenses
      incurred.  Detailed time records need not be included in
      the reports.  All compensation will be subject to review
      by the Court in the event an objection is filed.

  (6) Success fees, transaction fees, or other back-end fees
      must be approved by the Court at the conclusion of the
      case on a reasonableness standard and are not being pre-
      approved by entry of the order approving the standard
      services agreement.  No success fee, transaction fee, or
      back-end fee should be sought upon conversion of the case,
      dismissal of the case for cause, or appointment of a
      trustee.

  (7) The indemnification provisions described in the agreement
      are approved.  The Debtors are permitted to indemnify
      those persons serving as executive officers on the same
      terms as provided to the Debtors' other officers and
      directors under the corporate bylaws and applicable state
      law, along with insurance coverage under the Debtors'
      directors and officers policy.

  (8) For a period of three years after the conclusion of the
      engagement, CAIR, Mr. Cooper, Zolfo Cooper or any of their
      affiliates should not make any investments in the Debtors
      or the reorganized companies.

  (9) CAIR, Mr. Cooper, and Zolfo Cooper should each disclose
      all facts that may have a bearing on whether the firm, its
      subsidiaries or any individuals working on the engagement
      hold or represent any interest adverse to the Debtors,
      their creditors or other concerned parties.  The
      obligation to disclose is a continuing obligation.

(10) CAIR or Zolfo Cooper employees who are appointed officers
      of the Debtors will be subject to all duties and
      obligations pertaining to their status as officers under
      applicable law.

(11) The Debtors are not obligated to reimburse CAIR, Cooper,
      and Zolfo Cooper or the associate directors' expenses for
      legal counsel.

The Debtors are also authorized to pay the compensation stated in
the agreement, including the $375,000 monthly fee, the Court
said.

Of the monthly fee, Zolfo Cooper will receive $112,500 while CAIR
will receive $262,500.  Mr. Murphy will also receive $75,000 from
CAIR's share of the monthly fee, according to the December 2
order.

                 About Metro-Goldwyn-Mayer Studios

Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/-- is
actively engaged in the worldwide production and distribution of
motion pictures, television programming, home video, interactive
media, music, and licensed merchandise.  The company owns the
world's largest library of modern films, comprising around 4,100
titles.  Operating units include Metro-Goldwyn-Mayer Studios Inc.,
Metro-Goldwyn-Mayer Pictures Inc., United Artists Films Inc., MGM
Television Entertainment Inc., MGM Networks Inc., MGM Distribution
Co., MGM International Television Distribution Inc., Metro-
Goldwyn-Mayer Home Entertainment LLC, MGM ON STAGE, MGM Music, MGM
Consumer Products and MGM Interactive.  In addition, MGM has
ownership interests in domestic and international TV channels
reaching over 130 countries.

As of September 30, 2010, the Debtors' unaudited consolidated
financial statements, as prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements, included $2,673,772,000 in total assets and
$3,451,493,000 in total liabilities

Excluding certain adjustments made by the Company in accordance
with GAAP, the Debtors' total outstanding liabilities would be
$5,766,721,000, which includes the total face value of outstanding
principal and accrued, but unpaid, interest under the Credit
Agreement and interest rate swap agreements.

Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774),
to seek confirmation of their "pre-packaged" plan of
reorganization.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, serves as bankruptcy counsel to the Debtors.  Klee,
Tuchin, Bogdanoff & Stern LLP is the legal counsel.  Moelis &
Company is the financial advisor.  Donlin Recano & Company, Inc.,
is the claims and notice agent.  CAIR Management, LLC, Stephen F.
Cooper, and Zolfo Cooper Management LLC, is the Debtors'
management service providers.


METRO-GOLDWYN-MAYER: Klee Tuchin Approved as Co-Counsel
-------------------------------------------------------
Metro-Goldwyn-Mayer Studios Inc. and its affiliates received
approval from Bankruptcy Court to employ Klee, Tuchin, Bogdanoff &
Stern LLP as their bankruptcy co-counsel effective November 3,
2010.

The Debtors selected Klee Tuchin because of the firm's extensive
experience and knowledge of the Chapter 11 bankruptcy process.
The firm is also familiar with the Debtors' business and
financial affairs, according to court papers.

As bankruptcy counsel, Klee Tuchin will be tasked to render these
services:

  (1) provide legal advice with respect to the Debtors' powers
      and duties as debtors-in-possession in the continued
      operation of their businesses and management of their
      properties;

  (2) prepare legal papers on behalf of the Debtors;

  (3) appear in Court on behalf of the Debtors; and

  (4) prepare and pursue confirmation of a plan and approval of
      a disclosure statement or sale of the Debtors' assets.

Klee Tuchin will be paid for its services on an hourly basis and
will be reimbursed for its expenses.  The firm's hourly rates
are:

    Professionals           Hourly Rates
    -------------           ------------
    Partners & Of-Counsel     $550-975
    Associates                $375-490
    Paralegals                    $250
    Law Clerks                    $170

Kenneth Klee, Esq., a partner at Klee Tuchin, assures the Court
that the firm does not hold or represent any interest adverse to
the Debtors' estates and is a "disinterested person" under
Section 101(14) of the Bankruptcy Code.

                 About Metro-Goldwyn-Mayer Studios

Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/-- is
actively engaged in the worldwide production and distribution of
motion pictures, television programming, home video, interactive
media, music, and licensed merchandise.  The company owns the
world's largest library of modern films, comprising around 4,100
titles.  Operating units include Metro-Goldwyn-Mayer Studios Inc.,
Metro-Goldwyn-Mayer Pictures Inc., United Artists Films Inc., MGM
Television Entertainment Inc., MGM Networks Inc., MGM Distribution
Co., MGM International Television Distribution Inc., Metro-
Goldwyn-Mayer Home Entertainment LLC, MGM ON STAGE, MGM Music, MGM
Consumer Products and MGM Interactive.  In addition, MGM has
ownership interests in domestic and international TV channels
reaching over 130 countries.

As of September 30, 2010, the Debtors' unaudited consolidated
financial statements, as prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements, included $2,673,772,000 in total assets and
$3,451,493,000 in total liabilities

Excluding certain adjustments made by the Company in accordance
with GAAP, the Debtors' total outstanding liabilities would be
$5,766,721,000, which includes the total face value of outstanding
principal and accrued, but unpaid, interest under the Credit
Agreement and interest rate swap agreements.

Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774),
to seek confirmation of their "pre-packaged" plan of
reorganization.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, serves as bankruptcy counsel to the Debtors.  Klee,
Tuchin, Bogdanoff & Stern LLP is the legal counsel.  Moelis &
Company is the financial advisor.  Donlin Recano & Company, Inc.,
is the claims and notice agent.  CAIR Management, LLC, Stephen F.
Cooper, and Zolfo Cooper Management LLC, is the Debtors'
management service providers.


METRO-GOLDWYN-MAYER: Skadden Approved as Legal Counsel
------------------------------------------------------
Metro-Goldwyn-Mayer Studios Inc. and its units received approval
to employ Skadden, Arps, Slate, Meagher & Flom LLP as their legal
counsel effective November 3, 2010.

The Debtors selected Skadden because of its experience and
knowledge in the field of debtors' and creditors' rights and
business reorganizations under Chapter 11 of the Bankruptcy Code,
according to Metro-Goldwyn-Mayer Studios Inc. Executive Vice-
President Scott Packman.

"Skadden Arps has assembled a highly qualified team of
professionals and paraprofessionals to provide services to the
Debtors during these cases," Mr. Packman said.

As legal counsel, Skadden will be tasked to provide these
services to the Debtors:

  (1) advise the Debtors with respect to their powers and duties
      as debtors and-debtors-in-possession in the continued
      management and operation of their businesses and
      properties;

  (2) attend meetings and negotiate with representatives of
      creditors and other parties, and advise and consult on the
      conduct of the cases;

  (3) take all necessary actions to protect and preserve the
      Debtors' estates including the prosecution of actions on
      their behalf, the defense of actions commenced against
      their estates, negotiations concerning litigation in which
      the Debtors may be involved, and objections to claims
      filed against the estates;

  (4) prepare legal papers on behalf of the Debtors;

  (5) negotiate and prepare on the Debtors' behalf, plan of
      reorganization, disclosure statement and related
      agreements, and take any necessary action to obtain
      confirmation of the plan;

  (6) advise the Debtors in connection with any sale of assets;
      and

  (7) appear before the Court, any appellate courts and the U.S.
      Trustee.

Skadden Arps will be paid for its services on an hourly basis and
will be reimbursed for its expenses.  Its hourly rates range
from:

              $725 to $1,050    partners
              $695 to $835      counsel
              $360 to $680      associates
              $175 to $295      legal assistants/support staff

Jay Goffman, Esq., a member of Skadden Arps, assures the Court
that his firm does not hold or represent any interest adverse to
the Debtors' estates and is a "disinterested person" under
Section 101(14) of the Bankruptcy Code.

                 About Metro-Goldwyn-Mayer Studios

Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/-- is
actively engaged in the worldwide production and distribution of
motion pictures, television programming, home video, interactive
media, music, and licensed merchandise.  The company owns the
world's largest library of modern films, comprising around 4,100
titles.  Operating units include Metro-Goldwyn-Mayer Studios Inc.,
Metro-Goldwyn-Mayer Pictures Inc., United Artists Films Inc., MGM
Television Entertainment Inc., MGM Networks Inc., MGM Distribution
Co., MGM International Television Distribution Inc., Metro-
Goldwyn-Mayer Home Entertainment LLC, MGM ON STAGE, MGM Music, MGM
Consumer Products and MGM Interactive.  In addition, MGM has
ownership interests in domestic and international TV channels
reaching over 130 countries.

As of September 30, 2010, the Debtors' unaudited consolidated
financial statements, as prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements, included $2,673,772,000 in total assets and
$3,451,493,000 in total liabilities

Excluding certain adjustments made by the Company in accordance
with GAAP, the Debtors' total outstanding liabilities would be
$5,766,721,000, which includes the total face value of outstanding
principal and accrued, but unpaid, interest under the Credit
Agreement and interest rate swap agreements.

Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774),
to seek confirmation of their "pre-packaged" plan of
reorganization.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, serves as bankruptcy counsel to the Debtors.  Klee,
Tuchin, Bogdanoff & Stern LLP is the legal counsel.  Moelis &
Company is the financial advisor.  Donlin Recano & Company, Inc.,
is the claims and notice agent.  CAIR Management, LLC, Stephen F.
Cooper, and Zolfo Cooper Management LLC, is the Debtors'
management service providers.


MILACRON INC: Court Approves Request to Liquidate Under Ch. 7
-------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Milacron's motion for an order converting the Debtors' Chapter 11
reorganization cases to Chapter 7 liquidation status.

BData says the Company sought this conversion on the following
grounds: "The only issue that remains outstanding is the Debtors'
interest in real property located in Charlevoix, MI. The Debtors
have attempted to sell the property, without success. At this
time, the Debtors do not believe continued marketing of the
property by the estate or using estate assets to pursue other
sales methods will result in a positive return on investment."
This plastics processing equipment supplier filed for Chapter 11
protection on March 10, 2009, listing total pre-petition assets of
$603 million.

                         About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The Company and six of its affiliates filed for chapter 11
protection (Bankr. S.D. Ohio Case No. 09-11235) on March 10, 2009.
On the same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
is the Debtors' financial advisor.  Rothschild Inc. is the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the noticing, balloting and disbursing agent
for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Timothy J.
Hurley, Esq., and W. Timothy Miller, Esq., at Taft Stettinius &
Hollister LLP serve as counsel for the Official Committee of
Unsecured Creditors.

At September 30, 2008, the Company's balance sheet showed
$586.1 million in assets and $648.5 million in debts.

On August 21, 2009, the Company completed a sale of substantially
all of its assets to Milacron LLC, a company formed by affiliates
of Avenue Capital Group, certain funds and accounts managed by DDJ
Capital Management LLC and certain other entities that held
roughly 93% of the Company's 11.5% Senior Secured Notes.  Milacron
Inc. asked the Bankruptcy Court to change its name to MI 2009 Inc.
following the asset sale.


MPG TRUST: Aristeia Owns 3.9% of Preferred Shares
-------------------------------------------------
In a Schedule 13D filing with the Securities and Exchange
Commission on November 29, 2010, Aristeia Capital, LLC disclosed
that it beneficially owns 393,299 shares 7.625% Series A
Cumulative Redeemable Preferred Stock, par value $.01 per share,
of MPG Office Trust, Inc., representing 3.9% of the shares
outstanding.  The percentages used are calculated based upon an
aggregate of 10,000,000 shares of Preferred Stock outstanding as
of November 5, 2010, as reported in the Compay's Form 10-Q filed
on November 9, 2010.

The shares are held by Aristeia Master, L.P. or the "Fund".
Aristeia Capital, L.L.C. is the investment manager of the Fund and
has voting and investment control with respect to the shares or
other interests held by the Fund.

The Company suspended dividends on the Preferred Stock on December
19, 2008.  The dividend payment due on October 31, 2010 was the
eighth dividend for which dividends on the Preferred Stock have
not been paid.  In its most recent Quarterly Report on Form 10-Q
filed with the United States Securities and Exchange Commission
on November 9, 2010, the Company indicated that due to its current
liquidity position and the availability of substantial net
operating loss carryforwards, it does not expect to pay dividends
and distributions on the Preferred Stock for the foreseeable
future.  According to the Form 10-Q, as of October 31, 2010, the
eight missed dividend payments total $38.1 million.

According to the terms of the Preferred Stock, as set forth in the
Company's Articles Supplementary for the Preferred Stock, as a
result of the failure to pay dividends on the Preferred Stock for
six consecutive or non-consecutive dividend periods, the holders
of the Preferred Stock are entitled to vote as a single class to
elect two additional persons to serve as directors of the Company
until all dividends in arrears and the then current period's
dividend have been fully paid or declared and a sum sufficient for
the payment thereof set aside for payment.  The Preferred
Directors will be elected for a one-year term and each will serve
until his successor is duly elected and qualified or until such
Preferred Director's right to hold office terminates, whichever is
earlier.  If any vacancy shall occur among the Preferred
Directors, such vacancy may be filled by written consent of the
Preferred Director remaining in office, or if none remains in
office, by a vote of the majority of the holders of record of the
outstanding Preferred Stock.  Holders of 10 percent of the
outstanding Preferred Stock are entitled to request the Company
call a meeting to elect such Preferred Directors.

Aristeia Capital has delivered to the Company a written request
that the Company call a special meeting of holders of Preferred
Stock to elect Preferred Directors and has nominated each of
Edward J. Ratinoff and Robert Deutschman as nominees to be elected
as members of the Board of Directors of the Issuer at a special
meeting of holders of Preferred Stock.  Each of the Nominees has
consented to being named as a nominee for the Board in any proxy,
consent or information statement issued relating to the election
of directors of the Company at any Special Meeting of holders of
Preferred Stock or otherwise and has agreed to serve as a director
if so elected.  To the knowledge of Aristeia Capital, neither of
the Nominees beneficially owns any Preferred Stock or common
stock, par value $0.01 per share, of the Company.

On November 29, 2010, Aristeia Capital entered into a Letter
Agreement with Caspian Capital Advisors, LLC, pursuant to which
each of the Aristeia Capital and Caspian has agreed to be
responsible for one-half of certain costs and expenses incurred in
connection with the calling of the Special Meeting and the
election of directors at the Special Meeting.  The Letter
Agreement will terminate at the earliest of (a) the mutual
agreement in writing of the Reporting Person and Caspian to
terminate the Letter Agreement and (b) the completion of the
Special Meeting.  Caspian has delivered to the Company a written
request to call a Special Meeting similar to the Meeting Request.

Aristeia Capital does not believe that the limited voting rights
of the Preferred Stock should result in the Shares being deemed to
be voting, equity securities subject to the reporting obligations
under Section 13(d) of the Act.  Nevertheless,  Aristeia Capital
has determined to take a conservative position with respect to the
matter and as a result has determined to make this filing on
Schedule 13D.  Similarly, as a result of the Letter Agreement, the
delivery of the Meeting Request and the matters contemplated
thereby, Aristeia Capital may be deemed to have formed a group
within the meaning of Rule 13d-5(b) under the Act with Caspian.
Aristeia Capital expressly disclaims membership in a group with,
and beneficial ownership of any securities beneficially owned by,
Caspian or any other person.

As a holder of Preferred Stock, Aristeia Capital is considering
its options with respect to the election of directors at the
Special Meeting, but intends to vote for the Nominees at the
Special Meeting.  In connection therewith, Aristeia Capital may
from time to time engage in discussions with management, the
Board, other shareholders of the Issuer and other relevant
parties, including representatives of any of the foregoing,
concerning the election of directors 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 stockholder's 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.


MPG TRUST: Mariner Owns 8.6% of Preferred Shares
------------------------------------------------
In a Schedule 13D filing with the Securities and Exchange
Commission on November 29, 2010, Mariner Investment Group, LLC
disclosed that it beneficially owns 863,047 shares of 7.625%
Series A Cumulative Redeemable Preferred Stock, par value $.01 per
share of MPG Office Trust, Inc., representing 8.6% of the
10,000,000 Preferred shares outstanding.  According to the filing,
Caspian Capital Advisors, LLC also beneficially owns 262,936 or
2.6%  while Caspian Credit Advisors, LLC beneficially owns 516,489
or 5.2%.

The percentages used are calculated based upon an aggregate of
10,000,000 shares of Preferred Stock outstanding as of November 5,
2010, as reported in the Company's Form 10-Q filed on November 9,
2010.

The shares are held by Caspian Capital Partners, L.P., 262,936;
Mariner LDC, 83,662; Caspian Select Credit Master Fund Ltd.,
475,304, and Caspian Solitude Master Fund LP, 41,185.

The Company suspended dividends on the Preferred Stock on
December 19, 2008.  The dividend payment due on October 31, 2010,
was the eighth dividend for which dividends on the Preferred Stock
have not been paid.  In its most recent Quarterly Report on Form
10-Q filed with the United States Securities and Exchange
Commission on November 9, 2010, the Company indicated that due to
its current liquidity position and the availability of substantial
net operating loss carryforwards, it does not expect to pay
dividends and distributions on the Preferred Stock for the
foreseeable future.  According to the Form 10-Q, as of October 31,
2010, the eight missed dividend payments total $38.1 million.

According to the terms of the Preferred Stock, as set forth in the
Company's Articles Supplementary for the Preferred Stock, as a
result of the failure to pay dividends on the Preferred Stock for
six consecutive or non-consecutive dividend periods, the holders
of the Preferred Stock are entitled to vote as a single class to
elect two additional persons to serve as directors of the Company
until all dividends in arrears and the then current period's
dividend have been fully paid or declared and a sum sufficient for
the payment thereof set aside for payment.  The Preferred
Directors will be elected for a one-year term and each will serve
until his successor is duly elected and qualified or until such
Preferred Director's right to hold office terminates, whichever is
earlier.  If any vacancy shall occur among the Preferred
Directors, such vacancy may be filled by written consent of the
Preferred Director remaining in office, or if none remains in
office, by a vote of the majority of the holders of record of the
outstanding Preferred Stock.  Holders of 10 percent of the
outstanding Preferred Stock are entitled to request the Company
call a meeting to elect such Preferred Directors.

The Reporting Persons have delivered to the Company a written
request that the Company call a special meeting of holders of
Preferred Stock to elect Preferred Directors and has nominated
each of Edward J. Ratinoff and Robert Deutschman as nominees to be
elected as members of the Board of Directors of the Company at a
special meeting of holders of Preferred Stock.  Each of the
Nominees has consented to being named as a nominee for the Board
in any proxy, consent or information statement issued relating to
the election of directors of the Company at any Special Meeting of
holders of Preferred Stock or otherwise and has agreed to serve as
a director if so elected.  To the knowledge of the Reporting
Persons, neither of the Nominees beneficially owns any Preferred
Stock or common stock, par value $0.01 per share, of the Company.

On November 29, 2010, the Reporting Persons entered into a Letter
Agreement with Aristeia Capital, L.L.C., pursuant to which each of
the Reporting Persons and Aristeia has agreed to be responsible
for one-half of certain costs and expenses incurred in connection
with the calling of the Special Meeting and the election of
directors at the Special Meeting.  The Letter Agreement will
terminate at the earliest of (a) the mutual agreement in writing
of the Reporting Persons and Aristeia to terminate the Letter
Agreement and (b) the completion of the Special Meeting.  Aristeia
has delivered to the Issuer a written request to call a Special
Meeting similar to the Meeting Request.

The Reporting Persons do not believe that the limited voting
rights of the Preferred Stock should result in the Shares being
deemed to be voting, equity securities subject to the reporting
obligations under Section 13(d) of the Act.  Nevertheless, the
Reporting Persons have determined to take a conservative position
with respect to the matter and as a result have determined to make
this filing on Schedule 13D.  Similarly, as a result of the Letter
Agreement, the delivery of the Meeting Request and the matters
contemplated thereby, the Reporting Persons may be deemed to have
formed a group within the meaning of Rule 13d-5(b) under the Act
with Aristeia.  The Reporting Persons expressly disclaim
membership in a group with, and beneficial ownership of any
securities beneficially owned by, Aristeia or any other person.

As holders of Preferred Stock through the Accounts, the Reporting
Persons are considering their options with respect to the election
of directors at the Special Meeting, but intend to vote for the
Nominees at the Special Meeting.  In connection therewith, the
Reporting Persons may from time to time engage in discussions with
management, the Board, other shareholders of the Issuer and other
relevant parties, including representatives of any of the
foregoing, concerning the election of directors 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 September 30, 2010, showed
$3.26 billion in total assets, $4.16 billion in total liabilities,
and a stockholder's 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.


MTR GAMING: Moody's Gives Negative Outlook, Affirms 'B3' Rating
---------------------------------------------------------------
Moody's Investors Service changed the rating outlook on MTR Gaming
Group to negative from stable and affirmed all the existing long
term ratings.

These ratings were affirmed:

* Corporate Family Rating -- B3

* Probability of Default Rating -- B3

* $260 million Senior Secured Notes due 2014 -- B2 (LGD3, 35%)

* $125 million Senior Subordinated Notes due 2012 -- Caa2 (LGD5,
  87%)

The negative outlook considers the refinancing risk associated
with MTR's $125 million Senior Subordinated Notes which become
current in June 2011.  "Although Moody's believes MTR should be
able to refinance given its current leverage of approximately 5.0x
debt/EBITDA and relatively stable EBITDA, the persistent topline
pressure at its Mountaineer Casino in West Virginia and longer-
term threat from Ohio's new casinos, could affect its ability to
refinance timely or at favorable terms, thus a concern," commented
Moody's lead analyst John Zhao.  Additionally, any comprehensive
refinancing could probably result in more debt and higher annual
interest cost, further impairing MTR's already weak interest
coverage and free cash flow.  As of September 30, 2010, MTR's
EBIT/Interest was around 0.9x and free cash flow was slightly
positive.  The outlook revision also incorporates the tough
operating environment MTR is still faced with, such as increased
regional competition and weak gaming demand.

"MTR's ratings will likely be downgraded if Moody's believes the
company will not be able to refinance by Mid- 2011 or terms of the
refinancing would result in weakened credit metrics," added Zhao.

The B3 CFR continues to reflect the longer-term challenges MTR
will likely face when the new casinos in Cleveland and Columbus,
OH are expected open in the next 2-3 years, as both of MTR's
properties draw a significant percentage of its patrons from Ohio.
(76% for Mountaineer's and 44% of Presque Isle Downs' slot players
are Ohio residents) Moody's acknowledges that the proposed
installation of video lottery terminals at MTR's Scioto Downs
racetrack in Ohio could mitigate some of the negative impact.
However, it remains unclear that the incoming governor of Ohio
will approve the plan.  Further, Moody's views that MTR's current
capital structure and liquidity position may constrain its ability
to fund the VLT project without obtaining additional financing.

More positively, the rating affirmation considers the relatively
stable EBITDA despite the topline pressure, in part due to the
implementation of cost containment programs as well as the
increased contribution from Presque Isle Downs & Casino after its
timely opening of table games in July 2010.  The affirmation also
reflects Moody's expectation that total debt/EBITDA will remain
below 5.5x and EBIT/Interest around 1.0x, and liquidity would be
adequate in the next year.

MTR, through its subsidiaries, owns and operates Mountaineer
Casino, Racetrack & Resort in Chester, West Virginia; Presque Isle
Downs & Casino in Erie, Pennsylvania and Scioto Downs in Columbus,
Ohio.  MTR reported net revenues of approximately $424 million in
the last twelve months ended September 30, 2010.


NATIONAL CORP: Closing for Ranger Coal Merger due December 17
-------------------------------------------------------------
Effective December 10, 2010, National Coal Corp. entered into
Amendment No. 1 to Agreement and Plan of Merger to the Agreement
and Plan of Merger dated September 27, 2010, by and among National
Coal, Ranger Energy Investments, LLC, a Delaware limited
liability, and Ranger Coal Holdings, LLC, a Delaware limited
liability company and a wholly owned subsidiary of Ranger
Energy.  Pursuant to the Amendment:

     i) the closing date and time for the merger was scheduled for
        2:00 p.m., Eastern Time, on December 15, 2010,

    ii) the latest possible closing date was extended from
        December 14, 2010 to December 17, 2010 and

   iii) Ranger Energy agreed to deposit $12,314,250 with Wells
        Fargo Bank, N.A. to pay in full all principal and interest
        on the Company's 10.5% Senior Secured Notes due 2010 which
        is due to holders other than Ranger Energy or its
        affiliates.

A full-text copy of the amended agreement and plan of merger is
available for free at http://ResearchArchives.com/t/s?7104

                       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."


NETWORK COMMUNICATIONS: Exchange Offer Extended for One Day
-----------------------------------------------------------
Network Communications, Inc., along with its subsidiaries and
affiliates, extended its exchange offer and consent solicitation
for any and all of its outstanding 10-3/4% Senior Notes due 2013
(CUSIP No. 64125B AC5).  The expiration date of the Offer was
moved to 11:59 p.m., New York City time on December 16, 2010.

As of 5:00 p.m., New York City time, on December 15, 2010, the
Company has received tenders and tender commitments with respect
to roughly $172 million aggregate principal amount of Senior
Notes, representing roughly 98% of the outstanding Senior Notes.

As reported by the Troubled Company Reporter on November 19, 2010,
Network warned that if the Exchange Offer is unsuccessful, as a
result of a failure to satisfy the Minimum Tender Condition or
otherwise, the Company will seek to implement the Restructuring by
commencing cases under chapter 11 of the U.S. Bankruptcy Code and
seeking confirmation of a prepackaged plan of reorganization.  In
connection with the Exchange Offer, the Company is simultaneously
soliciting acceptances of the Prepackaged Plan as an alternative
to the Exchange Offer.

An aggregate principal amount of $175 million of Senior Notes are
subject for exchange.  Noteholders are being asked to exchange
their existing Senior Notes in return for their pro rata share of
New Common Stock of NCI and their pro rata share of new senior
subordinated pay-in-kind notes in an aggregate principal amount of
up to $45 million.

The closing of the Exchange Offer is conditioned upon,
among other things, (a) 100% of the aggregate principal amount of
Senior Notes being validly tendered and not withdrawn and (b) 100%
of the lenders under the Company's senior bank credit facilities
executing an amended and restated credit agreement.

Network Communications has elected not to make the June 1, 2010
interest payment of roughly $9.4 million on its 10-3/4% Senior
Notes.  As reported by the TCR on September 7, 2010, Network
Communications cited the continued challenges in the markets that
it serves, the lack of a rebound in revenue and the inability to
secure a new revolving loan facility to replace the current
commitment that was slated to expired in November 2010.

The Company's senior secured lenders have accelerated all amounts
outstanding under the Company's revolving and term loan credit
agreements, which in turn triggered an event of default under the
Senior Notes indenture and the senior subordinated credit
agreement.

According to the September TCR report, the Company's total debt
outstanding, excluding unamortized discounts, is roughly $296.0
million.  The TCR said the Company and its parent, Gallarus Media
Holdings, Inc., obtained an agreement from its secured lenders
dated June 1, 2010, permitting it to have continued access to and
use of its cash as it works with its stakeholders to restructure
its balance sheet.  The Agreement, as amended, was to expire
August 31, 2010.

                  About Network Communications

Lawrenceville, Ga.-based Network Communications, Inc., is a
leading local media company providing lead generation, advertising
and internet marketing services to the housing industry.  The
Company's leading brands are Apartment Finder, The Real Estate
Book, DigitalSherpa, Unique Homes, New England Home and Atlanta
Homes & Lifestyles.

The Company's balance sheet at December 6, 2009, showed
$362.4 million in total assets, $330.3 million in total
liabilities, and stockholders' equity of $32.1 million.


NICHOLAS MARSCH: Court Denies Ch. 7 Conversion for Now
------------------------------------------------------
The Hon. Peter W. Bowie of the U.S. Bankruptcy Court for the
Southern District of California said in an order that the motion
to convert Nicholas Marsch, III's Chapter 11 case was ?taken under
submission.?

James L. Kennedy, the Chapter 11 Trustee for the Debtor, asked the
Court to convert the case to one under Chapter 7 of the Bankruptcy
Code explaining that no reorganization purpose remains in the
case, no good reason exists to keep the case in Chapter 11.

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.

Pyle Sims Duncan Stevenson represents James L. Kennedy, Chapter 11
trustee for the Debtor.


NYC OFF-TRACK: Jan. 19 Hearing Set for Case Dismissal Plea
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that New York City Off-Track Betting Corp. has filed a
motion asking the U.S. Bankruptcy Court for the Southern District
of New York to dismiss its Chapter 9 case.  A hearing on the
request is scheduled for January 19.

As reported in the Dec. 10, 2010 edition of the Troubled Company
Reporter, NYC OTB began closing down December 7 after the state
Senate voted down legislation for a bailout to be effected through
a Chapter 9 reorganization plan.  The New York Times reported that
about 50 parlors around the city were shuttered and some 1,000
employees lost their jobs.

                        Chapter 9 Plan Off

Early December, the bankruptcy judge signed an order approving a
disclosure statement explaining the Chapter 9 municipal
reorganization plan for Off-Track Betting Corp.  NYC OTB, however,
said it wouldn't solicit creditors' votes unless the legislation
proposed by outgoing New York Governor David Paterson passes.

NYC OTB has warned that unless a special session of the New York
legislature adopts enabling legislation, the Debtor would close
down starting December for lack of cash.

Republicans in the state Senate, however, blocked the measure.

                    About NYC Off-Track Betting

New York City Off-Track Betting Corporation is a public benefit
corporation, which operates an off-track pari-mutuel betting
system on thoroughbred and harness horse races held at all 11 race
tracks located in New York State and certain race tracks located
outside of the State.  Since NYC OTB's inception in 1971, it has
made payments of nearly $2 billion to the State horse racing
industry, more than $1.4 billion to New York City and nearly
$600 million to the State.  In 2008 alone, NYC OTB made statutory
contributions in an aggregate amount of $128.6 million to the
State horse racing industry, the State, the City, and other local
municipalities.  NYC OTB's operations are regulated by the State.

NYC OTB sought protection under Chapter 9 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 09-17121) on December 3, 2009.  NYC
OTB is represented by Richard Levin, Esq., at Cravath, Swaine &
Moore LLP., in New York City, and Michael S. Fox, Esq., Herbert C.
Ross, Esq., David Y. Wolnerman, Esq., at Olshan Grundman Frome
Rosenzweig & Wolosky LLP in New York City.

At September 30, 2009, NYC OTB disclosed $18,468,147 in total
assets, $74,912,742 in total current liabilities, $6,982,887 in
long-term liabilities, and $201,020,000 in long-term post
employment benefits.


OAKRIDGE ESTATES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Oakridge Estates, LLC
          dba Oakridge Estates of Ohio, LLC
        113 Muir Woods
        Cary, NC 27513

Bankruptcy Case No.: 10-10255

Chapter 11 Petition Date: December 14, 2010

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

Judge: Stephani W. Humrickhouse

Debtor's Counsel: J.M. Cook, Esq.
                  J.M. COOK, P.A.
                  P.O. Box 2241
                  Raleigh, NC 27602
                  Tel: (919) 675-2411
                  E-mail: J.M.Cook@jmcookesq.com

Scheduled Assets: $1,686,400

Scheduled Debts: $1,447,390

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb10-10255.pdf

The petition was signed by Mary Lawrence, member-manager.


OLDE PRAIRIE: Can Borrow Funds to Pay Real Estate Taxes Due
-----------------------------------------------------------
At a hearing on December 13, the U.S. Bankruptcy Court for the
Northern District of Illinois granted Olde Prairie Block Owner,
LLC, authority to obtain postpetition financing secured by a
superpriority lien on substantially all of the Debtor's assets
pursuant to the terms of the DIP Facility Commitment Letter and
Term Sheet, only to the extent and in the amount necessary to pay
real estate taxes due as of December 13, 2010.

The Order is effective nunc pro tunc to December 10, 2010.

                     About Olde Prairie Block

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.


OLDE PRAIRIE: Ordered to File New Disclosure Statement by Feb. 21
-----------------------------------------------------------------
At a hearing on December 10, 2010, to approve the adequacy of the
Disclosure Statement for Olde Prairie Block Owner, LLC's Second
Amended Plan, the U.S. Bankruptcy Court for the Northern District
of Illinois sustained the objection of Rosa Scarcelli and ordered
the Debtor to file an amended disclosure statement by February 21,
2010, with notice to creditors.  Any objections to the amended
disclosure statement are to be filed by February 27, 2010.

A status hearing on the adequacy of any amended disclosure
statement will be held on March 7, 2010, at 11:00 a.m.

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

                     About Olde Prairie Block

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.


OPTI CANADA: S&P Downgrades Corporate Credit Rating to 'CCC-'
-------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its long-term
corporate credit rating on Calgary, Alta.-based OPTI Canada Inc.
to 'CCC-' from 'CCC+'.  The outlook is negative.  At the same
time, Standard & Poor's lowered its senior secured debt rating on
OPTI's secured revolving credit facility and first lien debt to
'CCC+' from 'B', and its senior secured debt rating on the second-
lien obligations to 'CCC' from 'B-'.  The '1' recovery rating on
the company's secured revolving credit facility and first-lien
debt and the '2' recovery rating on the second-lien debt are
unchanged.

"As the ongoing operational issues at the Long Lake project
continues to stall production ramp-up, the acceleration of OPTI's
cash burn is faster than S&P expected during its most recent
review in August," said Standard & Poor's credit analyst Michelle
Dathorne.  "Given the company's relatively finite cash resources
in 2011, its progress on its strategic review process is also
straining its liquidity position and overall financial
flexibility.  As a result, S&P believes its ability to satisfy its
financial and operational obligations has weakened further," Ms.
Dathorne added.

The ratings on OPTI reflect Standard & Poor's view of the
company's high leverage, forecast weak cash flow profile, and the
opportunity costs associated with ongoing production shortfalls
because operating efficiency continues to deviate from S&P's
expectations.  S&P believes that somewhat offsetting these
weaknesses are the long-term growth prospects inherent in the Long
Lake in-situ project's and OPTI's other oil sadns leases' large
resource base; and the potential to achieve a competitive cost
profile (which includes total operating and sustaining capital
spending) when the project can hit and sustain production levels
at design capacity.

Given the delayed ramp-up at its Long Lake project, production
levels and realized revenues and cash flows have underperformed
S&P's initial expectations.  Its substantial debt has dwarfed the
negligible cash flows to date, so OPTI's cash flow protection
measures continue to pressure its overall credit profile.  With
fully adjusted debt-to-capital at 71.9% (Standard & Poor's-
calculated) at Sept. 30, 2010, and S&P's expectation of negative
free cash flow generation (after financing costs and capital
spending), S&P believes leverage is unlikely to improve in 2011.
Because achieving even its revised forecast cash flows depends
entirely on Long Lake hitting its production targets, S&P believes
there is additional risk of negative cash flow generation
exceeding its estimates if there are additional operating issues
in 2011.

In the long term, S&P believes OPTI's business risk profile could
benefit from the company's large resource base and potential for
competitive unit operating costs (including sustaining capital),
which Standard & Poor's views as equal to the full-cycle costs for
conventional exploration and production companies.  At year-end
2009, OPTI's total proven and probable reserves were 711 million
barrels of raw bitumen (based on the company's 35% ownership
interest in the Long Lake project), and the total contingent and
prospective resources associated with its total land portfolio
were an estimated 1.1 billion barrels and 300 million barrels,
respectively.

The negative outlook reflects Standard & Poor's increasing concern
regarding the accelerating erosion of OPTI's liquidity, and the
diminishing financial flexibility inherent in its decreasing cash
resources.  In addition, the continued delay in completing its
strategic review process, although consistent with the timing of
other transactions in the oil sands sector, is putting further
pressure on the company's cash flow position relative to its
spending obligations.  Any further unscheduled shutdowns or
operational issues could materially constrain OPTI's ability to
fund its obligations and further deteriorate its financial risk
profile.  As a result of its highly leveraged balance sheet, there
is no cushion for incremental debt at the 'CCC-' rating.  A
further negative rating action is likely if the company is unable
to conclude its strategic review process by the end of second-
quarter 2011, or if Long Lake's production ramp-up stalls again,
thereby increasing S&P's estimate of OPTI's forecast negative free
cash flow.  Considering the highly leveraged financial risk
profile, a near-term positive rating action is unlikely without a
significant equity infusion.


OSCAR DE JESUS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Oscar Torres De Jesus
        Carr. #112 Km 2 Buzon 419 Isabela PR
        P.O. Box 1769
        Hatillo, PR 00659

Bankruptcy Case No.: 10-11717

Chapter 11 Petition Date: December 14, 2010

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

Debtor's Counsel: Rafael A. Gonzalez Valiente, Esq.
                  LATIMER, BIAGGI, RACHID & GODREAU
                  P.O. Box 9022512
                  San Juan, PR 00902-2512
                  Tel: (787) 724-0230
                  E-mail: rgonzalez@lbrglaw.com

Scheduled Assets: $21,244,150

Scheduled Debts: $13,340,713

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


PALM TREE: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Palm Tree Realty Holding Company, LLC
        16 Fogg Drive
        Durham, NH 03824

Bankruptcy Case No.: 10-15280

Chapter 11 Petition Date: December 14, 2010

Court: United States Bankruptcy Court
       District of New Hampshire (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Peter N. Tamposi, Esq.
                  THE TAMPOSI LAW GROUP
                  159 Main Street
                  Nashua, NH 03060
                  Tel: (603) 204-5513
                  E-mail: peter@thetamposilawgroup.com

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

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

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nhb10-15280.pdf

The petition was signed by Richard L. Proulx, Jr., managing
member.


PHOENIX WORLDWIDE: Plan Confirmation Hearing Set for February 15
----------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida will convene a hearing on
February 15, 2011, at 1:30 p.m., consider the confirmation of
Phoenix Worldwide Industries, Inc.' Plan of Reorganization.

Any objections to the confirmation of the Plan, and ballots
accepting or rejecting the Plan are due February 1.

The deadline for filing proponents report and confirmation
affidavit is on February 10.

As reported in the Troubled Company Reporter on June 29, the Plan
provides for secured claims to be paid in full in equal monthly
installments over a five year period with interest accruing at 5%
per annum, beginning as of the effective date of the Plan.
Claimants will maintain their lien until this obligation is paid
in full.

Under the Plan, general unsecured claims of $1,000 or less will be
paid in full on the effective date of the Plan.  These claims are
estimated to be $14,017.  General unsecured claims of $1,001 or
more will be paid in equal annual installments over ten years.
These claims are estimated to be $2,405,639.

The holders of equity security interests in the Debtor will retain
their equity interests, subject only to dilution by the proposed
equity investment sought by the Debtor.

The funds required for the initial payments to creditors upon the
effective date will come from continued commercial operations and,
if necessary, from either an exit funding facility or an equity
infusion.

                About Phoenix Worldwide Industries

Miami, Florida-based Phoenix Worldwide Industries, Inc. --
http://www.phoenixworldwide.com/-- dba Phoenix Worldwide
Industries, Inc., Forensic Vehicle Division and Phoenix IVS
Division develops surveillance technologies for government and law
enforcement agencies.

The Company filed for Chapter 11 on June 29, 2009 (Bankr. S.D.
Fla. Case No. 09-23201).  Jeffrey P. Bast, Esq., at Bast Amron LLP
represents the Debtor.  The Debtor estimated assets and debts at
$10 million to $50 million.


PRECISION PARTS: Creditor Beats Preference with New Value Defense
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a creditor, Gibraltar Industries Inc., successfully
beat a preference claim by Precision Parts International Services
Corp.  PPI alleged that Gibraltar received $3.23 million within 90
days of bankruptcy that had to be returned as a preference.
Gibraltar raised the "new value defense", and emerged with a
settlement where it will pay only $2,000.

Mr. Rochelle relates that although the preference went by the
wayside, Gibraltar still has an unsecured claim to be paid a small
percentage along with other creditors.  Gibraltar also likely paid
counsel fees to beat back the preference claim.

                       About Precision Parts

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sold products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  PPI and its units operated six manufacturing
facilities throughout North America, including a facility in
Mexico operated on their behalf by Intermex Manufactura de
Chihuahua under a shelter and logistics agreement.

The Company and eight of its affiliates filed for Chapter 11
protection on December 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  Attorneys at Pepper Hamilton LLP are bankruptcy
counsel to the Debtors.  Alvarez & Marsal North America LLC is the
Debtor's financial advisors and Kurtzman Carson Consultants LLC is
the claims, noticing and balloting agent.  PPI Holdings, Inc.,
estimated assets and debts between $100 million and $500 million
in its Chapter 11 petition.


PRODIGY HEALTH: S&P Raises Counterparty Credit Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its counterparty
credit rating on Prodigy Health Group Inc. to 'B+' from 'B'.  The
outlook on the rating is stable.

In addition, Standard & Poor's raised its rating on Prodigy's
$20 million revolver due in 2011 and its $171 million first-lien
term loan due in 2012 to 'BB-' from 'B+' (one notch higher than
the 'B+' counterparty credit rating on the company).  The recovery
rating on these debt issues is '2', indicating S&P's expectation
for substantial (70%-90%) recovery for lenders in the event of
default.

Standard & Poor's also raised its rating on the company's
$75 million second-lien term loan due in 2013 to 'B-'from 'CCC+'
(two notches below the 'B+' counterparty credit rating).  The
recovery rating on this debt issue is '6', indicating S&P's
expectation for negligible (0%-10%) recovery for lenders in the
event of default.

"The rating action reflects Prodigy's continuing trends of
earnings growth and debt reduction," said Standard & Poor's credit
analyst Neal Freedman.  Prodigy's earnings have steadily grown
reflecting the successful integration of its acquisitions.
Adjusted EBITDA as of Sept. 30, 2010, was $42.4 million compared
with $39.0 million in 2009.  EBITDA interest coverage (excluding
imputed interest on operating leases) as of Sept. 30, 2010, was
4.3x, which is a significant improvement compared with 3.2x in
2009 and is consistent with the rating.  This improvement reflects
the July 31, 2010, acquisition of Administrative Enterprises Inc.
Prodigy has also reduced its debt during the first three quarters
of 2010 to about $230 million as of Sept. 30, 2010, from about
$244 million at year-end 2009, and S&P is expecting further debt
reduction in the remainder of 2010 and in 2011.

The stable outlook indicates a low likelihood of a change to the
ratings over the next 12 months.  "If earnings were to deteriorate
such that EBITDA interest coverage were to fall significantly
below S&P's expectations or such that there was a strong
possibility of breaching a financial covenant included in the loan
agreements, the ratings could come under pressure," said Mr.
Freedman.  "Conversely, should revenue and earnings significantly
exceed its expectations S&P would consider raising the ratings by
one notch."

The stable outlook also reflects Standard & Poor's expectation
that Prodigy will continue to meet its earnings, leverage, and
interest coverage targets in 2010 and 2011.


RACE POINT: S&P Assigns 'BB' Rating to $275 Mil. Senior Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB'
rating to Race Point's $275 million, seven-year senior secured
term loan.

S&P also assigned a preliminary recovery rating of '1' to the
loan, indicating its expectation for high (90%-100%) recovery of
principal in the event of a payment default.  The outlook is
stable.  Ratings are preliminary pending review of final structure
and legal documents, which S&P expects to meet its criteria for
special-purpose entities.  S&P expects this structure to insulate
the co-borrowers from any control effects of the parent's ArcLight
funds.


RAIN CII: Moody's Withdraws 'B1' Senior Secured Revolver Loan
-------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings on Rain CII
Carbon's senior secured revolver (B1), term loans A&B (B1), and
senior subordinated notes (B3) for business reasons.  The bank
facilities have been repaid in full and terminated while all but
approximately $16 million of the subordinated notes due 2015 has
been tendered and repaid.  This residual amount comprises only
about 4% of the debt in the capital structure.  The repayments
were made with proceeds from the issuance of $400 million of
senior secured notes (B1) due 2018.

Moody's last rating action on Rain was November 12, 2010, when the
corporate family and probability of default ratings were upgraded
to B1 from B2 and a B1 rating was assigned to the $400 million
senior secured notes issue due 2018.

Rain is a majority owned subsidiary of Rain CII Carbon (India)
Limited (corporate family rating B2 -- under review for possible
downgrade).  Rain CII, as the combined companies are referred to,
is the world's largest calcined petroleum coke producer with
capacity of approximately 2.5 million metric tons (RCC
contributing 1.9 million metric tons).  For the twelve months
ended June 30, 2010, Rain generated approximately $430 million in
revenues.


REALOGY CORP: 88% of Existing Notes Tendered for Exchange
---------------------------------------------------------
Realogy Corporation said holders of roughly $2.67 billion
aggregate principal amount -- or roughly 88% -- of the Existing
Notes have validly tendered and not withdrawn their Existing Notes
prior to the Consent Time in connection with Realogy's private
exchange offers and consent solicitations relating 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,

thereby satisfying the minimum condition in the Exchange Offers
requiring the valid tender of at least $2.65 billion aggregate
principal amount of Existing Notes.

Realogy also had received the required consents in the Exchange
Offers for certain amendments to the indenture governing the
Existing Senior Cash Notes and the indenture governing the
Existing Senior Toggle Notes.

As of 5:00 p.m., New York City time, on December 14, 2010, roughly
$1,564 million, $421 million and $685 million aggregate principal
amount of the Existing Senior Cash Notes, Existing Senior Toggle
Notes and Existing Senior Subordinated Notes, respectively --
representing roughly 92%, 90% and 78% respectively of the
aggregate principal amount of each series of Existing Notes
outstanding -- were validly tendered and not withdrawn in the
Exchange Offers, and the related consents thereby validly
delivered, and not revoked.  Of the total Existing Notes validly
tendered and not withdrawn in the Exchange Offers as of the
Consent Time, roughly $2.069 billion aggregate principal amount
were tendered for Convertible Notes, which does not exceed the
Convertible Notes Limit, and roughly $601 million aggregate
principal amount were tendered for the Extended Maturity Notes.

Of the total Existing Senior Cash Notes validly tendered, roughly
$461 million aggregate principal amount were tendered for 11.50%
Senior Cash Notes due 2017, and roughly $1,102 million aggregate
principal amount were tendered for 11.00% Series A Convertible
Senior Subordinated Notes due 2018.  Of the total Existing Senior
Toggle Notes validly tendered, roughly $130 million aggregate
principal amount were tendered for 12.00% Senior Cash Notes due
2017, and roughly $291 million aggregate principal amount were
tendered for 11.00% Series B Convertible Senior Subordinated Notes
due 2018.

Of the total Existing Senior Subordinated Notes validly tendered,
roughly $10 million aggregate principal amount were tendered for
13.375% Senior Subordinated Notes due 2018, and roughly $675
million aggregate principal amount were tendered for 11.00% Series
C Convertible Senior Subordinated Notes due 2018.

As of the Consent Time, the consents delivered in the Exchange
Offers for the Existing Senior Notes -- not including Existing
Senior Notes held by investment funds managed by Apollo Management
VI, L.P. or one of its affiliates (together with its affiliates,
"Apollo") -- exceeded the amount required under the Existing
Senior Indentures to approve the adoption of the Amendments to
each of the Existing Senior Indentures.  As of the Consent Time,
the consents delivered in the Exchange Offer for the Existing
Senior Subordinated Notes did not reach the amount required under
the indenture governing the Existing Senior Subordinated Notes to
approve the amendments to the Existing Senior Subordinated Notes
Indenture.

Pursuant to the terms of the Exchange Offers, Existing Notes
validly tendered, and not validly withdrawn at or prior to the
Consent Time, may not be withdrawn, and the related consents may
not be revoked.  Existing Notes tendered after the Consent Time
may not be withdrawn.

The Amendments to the Existing Senior Indentures will eliminate
substantially all of the restrictive covenants and certain of the
default provisions contained in the Existing Senior Indentures.

Based on the receipt of the required consents to the Amendments,
Realogy, Domus Holdings Corp., the indirect parent of Realogy and
a guarantor of the Existing Senior Notes, certain of Realogy's
subsidiaries that guarantee the Existing Senior Notes and the
trustee under the Existing Senior Cash Notes Indenture and the
Existing Senior Toggle Notes Indenture, have entered into
supplemental indentures reflecting the Amendments to each of the
Existing Senior Indentures. Such Amendments will not become
operative unless and until the Exchange Offers are consummated.

                        The Exchange Offers

Realogy also said Wednesday it will pay the applicable Total
Consideration for all Existing Notes validly tendered at or prior
to the New Expiration Time and accepted for exchange.
Accordingly, Eligible Holders validly tendering their Existing
Notes after the Consent Time and at or prior to the Expiration
Time will receive the same consideration in respect of their
Existing Notes accepted for exchange as Eligible Holders that
validly tendered, and did not validly withdraw, their Existing
Notes at or prior to the Consent Time.  Realogy has made this
change to the terms of the Exchange Offers in order to provide
prospective participants in the Existing Offers additional time to
consider tendering their Existing Notes and receive the Total
Consideration. The expiration of the Exchange Offers has been
extended to Midnight, New York City time, on December 29, 2010,
unless further extended by Realogy.

Eligible Holders that have validly tendered their Existing Notes,
and Eligible Holders that validly tender their Existing Notes at
or prior to the New Expiration Time, will receive the
consideration of, at the election of such Eligible Holder and
subject to the Convertible Notes Limit and any resulting
Proration:

      (i) $1,000 principal amount of New 11.50% Senior Cash Notes
or $1,000 principal amount of Series A Convertible Notes for each
$1,000 principal amount of Existing Senior Cash Notes validly
tendered and not validly withdrawn,

     (ii) $1,000 principal amount of New 12.00% Senior Cash Notes
or $1,000 principal amount of Series B Convertible Notes for each
$1,000 principal amount of Existing Senior Toggle Notes validly
tendered and not validly withdrawn and/or

    (iii) $1,000 principal amount of New Senior Subordinated Notes
or $1,000 principal amount of Series C Convertible Notes for each
$1,000 principal amount of Existing Senior Subordinated Notes
validly tendered and not validly withdrawn.

The Exchange Offers are open only to holders who are "qualified
institutional buyers" or institutional "accredited investors" as
such terms are defined under the Securities Act of 1933, as
amended.

The maximum aggregate principal amount of Existing Notes that may
be tendered for Convertible Notes -- Convertible Notes Limit -- in
the Exchange Offers is $2.3 billion.  In the event that the
aggregate principal amount of Existing Notes tendered for
Convertible Notes exceeds the Convertible Notes Limit, Convertible
Notes will only be issued in exchange for Existing Notes up to the
Convertible Notes Limit and will be apportioned pro rata among all
tendering Eligible Holders, to the extent they elected to receive
Convertible Notes, based on the principal amount of Existing Notes
tendered for Convertible Notes by such Eligible Holders.  In the
event of Proration, Eligible Holders that have elected to receive
Convertible Notes will receive New 11.50% Senior Cash Notes, New
12.00% Senior Cash Notes or New Senior Subordinated Notes, as the
case may be, for the portion of their corresponding tendered
Existing Notes for which they will not receive Convertible Notes.

Consummation of the Exchange Offers is conditioned upon the
satisfaction or waiver of the conditions set forth in the
confidential offering memorandum, dated November 30, 2010 and
related letter of transmittal and consent.  The conditions
include, among other things, the Company's receipt of all material
regulatory approvals from any relevant governmental authority,
including the Texas Department of Insurance, in connection with
the Exchange Offers.

Subject to the terms and conditions set forth in the Offering
Memorandum and the support agreement, dated November 30, 2010,
among Realogy, Holdings, Apollo, Paulson & Co. Inc., on behalf of
the several investment funds and accounts managed by it, and
Avenue Capital Management II, L.P., Realogy may waive any of these
or any other conditions to the consummation of the Exchange Offers
in its sole discretion.

Realogy currently expects that the settlement date for the
Exchange Offers and the issuance of the Extended Maturity Notes
and the Convertible Notes will occur on January 5, 2011 or as soon
as practicable thereafter, subject to the satisfaction or waiver
of the conditions set forth in the Offering Memorandum and the
Letter of Transmittal and any extension of the New Expiration
Time.

                        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.


ROCK & REPUBLIC: Fights Lender's Threat to Halt Exclusivity
-----------------------------------------------------------
Dow Jones's Small Cap reports that Rock & Republic Enterprises
Inc. is fighting RFK LLC's bid to halt its exclusivity, accusing
the lender, a rival of the apparel company, of making the move for
a "purely competitive purpose."

According to the report, Rock & Republic on Tuesday filed papers
with the U.S. Bankruptcy Court in Manhattan defending its request
to extend its right to file a bankruptcy-exit plan in the case
alongside unsecured creditors.

RFK earlier this week demanded that the company open the plan
process to include proposals from other parties in addition to the
creditors committee, the report notes.

"A further unconditional extension of exclusivity at this time
puts the claim of significant stakeholders in jeopardy," RFK said
in papers, Dow Jones' relates.

                    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.


RYLAND GROUP: Board Approves Amendment to Bylaws
------------------------------------------------
Effective December 8, 2010, the Board of Directors of The Ryland
Group Inc. approved an amendment to the Company's Bylaws which
amends Section 3.01 of the Bylaws in order to provide the Board
of Directors the additional flexibility to create committees
consisting of one director, as now permitted by Maryland law.

A full-text copy of the Amended Bylaws is available for free
at http://ResearchArchives.com/t/s?7105

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

For the third quarter ended September 30, 2010, the Company
reported a consolidated net loss of $29.9 million compared to a
consolidated net loss of $52.5 million for the same period in
2009.  The Company reported total revenues of $212.74 million for
the three months ended Sept. 30, 2010, compared with
$327.83 million in the third quarter of 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$1.70 billion in total assets, $1.11 billion in total liabilities,
and stockholder's equity of $585.75 million.

                           *     *      *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.


SALEM BAPTIST: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Salem Baptist Church of Jenkintown
        610 Summit Ave.
        Jenkintown, PA 19046

Bankruptcy Case No.: 10-30809

Chapter 11 Petition Date: December 14, 2010

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Magdeline D. Coleman

Debtor's Counsel: William D. Schroeder, Jr., Esq.
                  262A Bethlehem Pike, Suite 102
                  Colmar, PA 18915
                  Tel: (215) 822-2728
                  Fax: (215) 712-9510
                  E-mail: schroeder@jrlaw.org

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

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

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/paeb10-30809.pdf

The petition was signed by Gregory Harvey, chairman of the finance
committee.


SCHUTT SPORTS: Platinum Beats Rawlings at Auction
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Schutt Sports Inc. conducted a 20-hour auction that
resulted in an $8 million increase in the sale price for its
helmet manufacturing business.  Kranos Intermediate Holding Corp.,
the stalking horse bidder, started the auction with its $25.1
million offer.  Two other parties -- Two Point Conversion LLC and
Rawlings Sporting Goods Co. -- participated in the auction.
Kranos emerged the winning bidder with its $31.1 million offer.

According to Mr. Rochelle, Fenton, Missouri-based Rawlings
objected unsuccessfully to approval of the sale to Kranos, an
affiliate of Platinum Equity LLC.  Rawlings argued that Schutt
turned down its higher offer because Kranos would close sooner.

                     About Schutt Sports

Headquartered in Litchfield, Illinois, Schutt Sports, Inc. -- fka
Schutt Manufacturing Company, Schutt Sports Manufacturing Co.,
Schutt Sports Distribution Company, and Schutt Athletic Sales
Company -- and its affiliates manufacture team sporting equipment,
primarily for football, baseball and softball.

Schutt Sports filed for Chapter 11 bankruptcy protection on
September 6, 2010 (Bankr. D. Del. Case No. 10-12795).  The Company
was forced into Chapter 11 by a $29 million patent-infringement
judgment in favor of competitor Riddell Inc.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, assists
the Debtor in its restructuring effort.  Ernst & Young is the
Debtor's financial advisor.  Oppenheimer & Co., Inc., is the
Debtor's investment banker. The Official Committee of Unsecured
Creditors tapped Lowenstein Sandler PC as its counsel.

The Debtor estimated is assets and debts at $50 million to
$100 million as of the Petition Date.


SCHUTT SPORTS: Platinum Equity Completes Acquisition
----------------------------------------------------
Platinum Equity has completed the acquisition of substantially all
the assets of Schutt Sports through a transaction conducted under
Section 363 of the U.S. Bankruptcy Code. The United States
Bankruptcy Court for the District of Delaware approved the
transaction on December 15, 2010.

Schutt Sports is a leading domestic manufacturer of protective
sports equipment and aftermarket reconditioning services.

"Schutt Sports is a great company with a strong brand, quality
products and enormous potential," said Jacob Kotzubei, partner,
Platinum Equity, who led the team pursuing the Schutt acquisition.
"The business also has a strong management team, talented
employees and loyal customers. We are excited to help the company
achieve its full potential with the support of Platinum Equity's
financial resources and operations expertise."

Robert Erb, Schutt Sports CEO since 2007, will continue to lead
the company under Platinum Equity's ownership.

"I am grateful for the tremendous loyalty we have received
throughout this process and am excited to emerge a stronger,
healthier company poised for long-term growth and profitability,"
said Mr. Erb. "I am especially proud of the continued hard work
and support of our outstanding employees, dealers and suppliers.
Their extraordinary resolve and commitment to serving our
customers is a primary reason we are now positioned for long-term
success."

Mr. Kotzubei said that Platinum Equity's operations team is now
acting on a plan to assist Schutt Sports following the change in
ownership.

"Schutt Sports has done an exceptional job maintaining focus and
continuing to serve its customers throughout this process," said
Mr. Kotzubei. "We are now deploying additional operations
resources to support their efforts."

                       About Schutt Sports

Headquartered in Litchfield, Illinois, Schutt Sports, Inc. -- fka
Schutt Manufacturing Company, Schutt Sports Manufacturing Co.,
Schutt Sports Distribution Company, and Schutt Athletic Sales
Company -- and its affiliates manufacture team sporting equipment,
primarily for football, baseball and softball.

Schutt Sports filed for Chapter 11 bankruptcy protection on
September 6, 2010 (Bankr. D. Del. Case No. 10-12795).  The Company
was forced into Chapter 11 by a $29 million patent-infringement
judgment in favor of competitor Riddell Inc.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, assists
the Debtor in its restructuring effort.  Ernst & Young is the
Debtor's financial advisor.  Oppenheimer & Co., Inc., is the
Debtor's investment banker. The Official Committee of Unsecured
Creditors tapped Lowenstein Sandler PC as its counsel.

The Debtor estimated is assets and debts at $50 million to
$100 million as of the Petition Date.


SHILO INN: Section 341(a) Meeting Scheduled for Jan. 10
-------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Shilo
Inn, Killeen, LLC's creditors on January 10, 2010, at 2:15 p.m.
The meeting will be held at Room 2610, 725 S Figueroa Street, Los
Angeles, CA 90017.

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

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

Portland, Oregon-based Shilo Inn, Killeen, LLC, filed for Chapter
11 bankruptcy on December 6, 2010 (Bankr. C.D. Calif. Case No. 10-
62057).  David B. Golubchik, Esq., and John-Patrick M. Fritz,
Esq., Levene Neale Bender Rankin Et Al, serve as bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate Shilo Inn, Diamond Bar, LLC (Bankr. C.D. Calif. Case No.
10-60884) filed separate Chapter 11 petition on November 29, 2010.


SHYONA INC: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Shyona, Inc.
        dba Quality Suites of Cordova
        8166 Varnavas Drive
        Cordova, TN 38016

Bankruptcy Case No.: 10-33624

Chapter 11 Petition Date: December 14, 2010

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

Judge: Jennie D. Latta

Debtor's Counsel: Michael P. Coury, Esq.
                  BUTLER, SNOW, O'MARA, STEVENS & CANNADA
                  Suite 500, 6075 Poplar Avenue
                  Memphis, TN 38119
                  Tel: (901) 680-7200
                  Fax: (901) 680-7201
                  E-mail: mike.coury@butlersnow.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 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnwb10-33624.pdf

The petition was signed by Bharatkumar Patel, secretary/director
of operations.


SIDERA NETWORKS: Moody's Assigns 'B2' Ratings to $25 Mil. Loan
--------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to the $25 million
add-on Term Loan B and $6.25 million incremental revolving credit
facility of Sidera Networks, Inc.  Both the additional term loan
and incremental revolver are being issued as amendments to the
existing secured credit facilities under the accordion feature
of the original facility.  The revolver, which now totals
$50 million, is due August 2015 and the term loan is due August
2016.  Both the term loan and revolver are rated B2, in line with
the company's B2 Corporate Family Rating.

Net proceeds from the term loan and a very modest drawdown of the
revolver (Moody's estimates about $2.0 million), together with
almost $30 million of equity capital, will be used to acquire Long
Island Fiber Exchange, Inc., a facilities based fiber optic
service provider on Long Island and Westchester.

Moody's has taken these rating actions:

Assignments:

Issuer: Sidera Networks, Inc.

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B3

  -- $6.25 Million Senior Secured Revolving Credit Facility due
     2015, Assigned B2 (LGD3-34%)

  -- $25 Million Senior Secured Term Loan due 2016, Assigned B2
     (LGD3-34%)

                        Ratings Rationale

Sidera's B2 corporate family rating reflects the company's small
scale, the highly competitive environment in which it operates and
the inherent capital intensity of the business.  The acquisition
of LIFE broadens Sidera's NY Metro presence as the LIFE and Sidera
networks are contiguous with minimal overlap.  Although the
acquisition price is about 9x EBITDA, Sidera's leverage ratio will
remain unchanged as the private equity partners are contributing
about $30 million of common equity towards the $58 million cash
purchase price.

Sidera's ratings are supported by growing demand for the company's
high bandwidth services and the stability of its contracted,
recurring revenues.  However, revenue growth has slowed in recent
quarters following the company's separation from its former cable
parent.  Management attributes the weak top line growth to a loss
of sales traction and is implementing a more focused sales
organization with experienced sales leadership.

Moody's is concerned about the high capital expenditures needed to
drive revenue growth and the company's stated intention to remain
acquisitive.  Without profitable growth, the company's leverage
and coverage metrics are unlikely to improve as its cash flow
profile does not offer the opportunity to deleverage by repaying
debt.  Recent sales weakness combined with high leverage may
pressure the company's credit metrics going forward, though to
date the company has maintained relatively constant EBITDA levels.

The outlook remains stable based on Moody's expectation that the
company, with adequate liquidity to fund growth, will be able to
capitalize on favorable near-term wholesale bandwidth capacity
demand trends as it improves its sales organization.

Moody's believes that the company has good liquidity, as the
company is expected to be very modestly free cash flow positive
for FY 2011, with essentially full access to its $50 million
revolver.  Additionally, Moody's notes that over 90% of the
company's capital expenditures are success-based or growth driven,
which reduces the risk of building ahead of demand.

The ratings for the debt instruments reflect both the overall
probability of default for Sidera, to which Moody's has assigned a
B3 PDR, and a below-average mean family loss given default
assessment of 35% (or an above-average mean family recovery
estimate of 65%), in line with Moody's LGD Methodology and typical
treatment for an all-first-lien senior secured debt capital
structure.

Sidera's ratings could come under pressure if adjusted leverage
fails to trend below 4.5x on a sustainable basis, which may result
from additional debt-funded acquisitions or if heightened
competition or churn or poor sales execution threaten the
company's sales or earnings growth.  Ratings could also come under
pressure if the company's liquidity profile deteriorates.

A rating upgrade is not likely at this time.  Howerver, upward
rating pressure could build if the company significantly
diversifies its revenue base either geographically or through
acquisitions that do not weaken the company's credit metrics.
Additionally, if the company's free cash flow-to-total debt ratio
exceeds 10% on a sustainable basis, an upgrade may be considered.

The last rating action for Sidera Networks, Inc. (formerly RCN
Corp.) was on November 9, 2010, when Moody's assigned ratings to a
new $45 million Term Loan C and a $25 million incremental
revolving credit facility.

RCN Corporation (dba Sidera Networks) is a US-based broadband
infrastructure provider.  The company's fiber network serves
wireless providers, carriers, and enterprise customers in the
Northeast, mid-Atlantic, and Chicago.

Headquartered in Herndon, VA, Sidera Networks, Inc., is a US-based
broadband infrastructure provider.  The company's fiber network
serves wireless providers, carriers, and enterprise customers in
the Northeastern and mid-Atlantic regions of the United States,
and Chicago.  As of December 31, 2009, the company has access to
and/or owns approximately 10,000 fiber route miles and 335,000
fiber strand miles.


SNOQUALMIE ENTERTAINMENT: S&P Raises Issuer Credit Rating to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issuer credit rating
for King County, Washington-based Snoqualmie Entertainment
Authority to 'B-' from 'CCC'.  S&P's rating on the Authority's
senior unsecured debt was also raised to 'B-' from 'CCC'.  S&P
removed the ratings from CreditWatch, where they were placed with
positive implications Oct. 29, 2010.  The Snoqualmie Entertainment
Authority is an unincorporated instrumentality of the Snoqualmie
Indian Tribe, which was created to develop and operate the
Snoqualmie Casino.

"The upgrade reflects S&P's belief that the Authority has
sufficient covenant headroom in the intermediate term due to the
recently negotiated amendment with its furniture, fixtures, and
equipment lenders," said Standard & Poor's credit analyst Michael
Halchak.  "Additionally, given the Authority's substantially
improved operating performance in recent quarters, and S&P's
expectations for future performance, S&P believes that the
Authority will generate sufficient levels of cash flow to meet it
fixed-charge payments."

The 'B-' issuer credit rating reflects the Authority's narrow
business position as an operator of a single casino property, high
debt leverage, limited operating history, and uncertainty around
the Tribe's financial policy and potential expansion
opportunities.  These factors are only somewhat tempered by
substantially improved operating performance in recent quarters.

The Authority does not publicly disclose its financial
information.  However, EBITDA grew over 50% through the first nine
months of 2010 year over year.  The increase in operating
performance is primarily attributable to the easy comps in 2009,
as the facility's initial performance during the ramp-up phase was
impacted by severe weather conditions in the Pacific Northwest,
coupled with greater-than-expected operating costs.  S&P
anticipates flat operating performance in 2011 compared with 2010,
as S&P believes the property has fully ramped up and current
operating performance is likely representative of future EBITDA
generation.  S&P also does not anticipate any near-term changes in
competitive dynamics.  However, there is potential unforeseen
volatility in operating performance due to adverse weather
conditions, as previously experienced in the property's initial
quarters, which could pressure customer visitation.

Although S&P anticipates that the Authority will end 2011 with
credit measures that are good for the 'B-' rating, the relatively
short operating track record and a lack of clarity around the
Tribe's financial policy currently constrain the rating.  In
addition, there is uncertainty surrounding the size, scope, and
timing of future development plans.  The recent FF&E amendment
allows for $50 million in expansion capital spending.  The
Authority has contemplated, among other things, the addition of
additional gaming capacity and/or expanding the entertainment
venue.


SPRINT NEXTEL: Fitch Downgrades Issuer Default Rating to 'BB-'
--------------------------------------------------------------
Fitch Ratings has downgraded the ratings for Sprint Nextel
Corporation and its subsidiaries:

Sprint Nextel Corporation

  -- Issuer Default Rating  to 'BB-' from 'BB';
  -- Senior Unsecured Credit Facility to 'BB-' from 'BB';
  -- Senior Unsecured Notes to 'BB-' from 'BB'.

Sprint Capital Corporation

  -- IDR to 'BB-' from 'BB';
  -- Senior Unsecured Notes to 'BB-' from 'BB'.

Nextel Communications Inc.

  -- IDR to 'BB-' from 'BB';
  -- Senior Unsecured Notes to 'BB-' from 'BB'.

The Rating Outlook on Sprint Nextel and its subsidiaries is
Negative.

The rating downgrade reflects the increased credit risk,
financially and operationally, resulting from Sprint Nextel's
recently announced network modernization project.  Risks from this
plan include:

  -- The timing of benefits, both operationally and financially,
     will take some time to fully ramp up while Sprint Nextel
     incurs significant costs upfront that will lead to pressured
     levels of EBITDA and likely constrained FCF levels in the
     interim.

  -- Execution risk exists surrounding a myriad of technical
     modifications, and the substantial scale and duration of the
     project will require significant changes to the underlying
     infrastructure.

  -- Potential for uncertainties and challenges arising during the
     project could increase costs, delay cost benefits or affect
     operating results.  These risks may include the potential for
     greater than expected retention costs or higher than expected
     churn from remaining iDEN postpaid subscribers.

Sprint Nextel's low investment levels in its CDMA network relative
to its peers during the past couple of years has led to the
growing competitive disadvantage from a cost perspective for the
company that will continue to impact profitability for the next
couple of years.  Fitch believes the modernization project will
significantly improve Sprint Nextel's cost structure, address the
upgradeability of its technology platform and further improve the
quality of its network.  Nevertheless, the long-term duration of
the project is burdened with complexities as competitors will
continue to strengthen their service offerings during this time.

During the past two quarters, the strategic importance of
Clearwire to Sprint Nextel has also increased as Clearwire has
added approximately 1.7 million wholesale subscribers, which Fitch
believes are largely Sprint Nextel subscribers.  The wholesale
subscribers represent a mid single digit percentage of Sprint
Nextel's CDMA subscriber base.  However, Fitch's concern has
increased regarding the companies' growing split in opinion over
Clearwire's retail distribution plans and the wholesale data
pricing that Sprint Nextel pays Clearwire for 4G enabled
smartphones.  Consequently, the future funding levels that Sprint
Nextel may make in Clearwire is uncertain.  Sprint Nextel
currently has a 30 day window for the Exchangeable Notes ending on
Jan.  2, 2011 to consider a further investment in the company or
Sprint Nextel could elect a different funding option.  Failure by
Sprint Nextel and Clearwire to resolve their differences in a
timely manner could result in the companies falling behind
competitively with their 4G deployments and affect Sprint Nextel's
momentum with adding 4G subscribers.

Positively, Sprint Nextel has continued improving the past
negative operating trends within its CDMA postpaid business as
third quarter results show increased gross addition share,
improved postpaid churn and relatively stable ARPU.  Recent
improvements to the customer experience, brand, aggressively
priced plans and in particular the new 3G/4G handsets that can
access Clearwire's WiMAX network have been key drivers in the
operational improvement with stabilizing Sprint's CDMA postpaid
segment.  As a result, when combined with growth in the prepaid
segment, the company's revenue profile has stabilized although
Sprint Nextel must continue to sustain improved performance and
improve churn to generate positive postpaid additions despite a
competitive environment and challenging economy, which to date has
not shown signs of a meaningful recovery.

In regards to the potential for Clearwire to cause a breach of
covenants, including the cross-default provisions under the Sprint
Capital Corp indenture, Fitch believes the company has options to
mitigate this risk.  The Clearwire equityholders' agreement was
recently amended to permit, among other things, that Sprint may
unilaterally surrender voting securities to reduce its voting
security interest percentage below 50%.

Sprint Nextel's liquidity position is in excess of $5 billion,
including $4.7 billion in cash at the end of the third quarter of
2010.  However, the company has in excess of $6 billion maturing
within the next three years.  While Sprint Nextel has indicated in
the past its preference to repay maturing debt, in order to
maintain sufficient flexibility with the likely capital
requirements over the next several years, it's uncertain if the
company will continue with further material debt reduction beyond
maturing debt due next month.  Near term maturities include
$1.7 billion due in January 2011 and $2.75 billion of debt due in
March 2012.  LTM free cash flow was $2.7 billion on capital
spending levels as a % of revenue at 6%.  During the past three
years, the company has reduced debt by $2 billion.  Leverage at
the end of the third quarter of 2010 was 3.5 times, within
previous rating expectations.

Sprint Nextel's $2.1 billion unsecured revolving credit facility
expires in October 2013.  As of Sept. 30, 2010, the company
had $1.4 billion in letters of credit outstanding, leaving
$700 million of borrowing capacity.  The borrowing capacity under
the revolver should continue to increase as the letter of credit
reduces.  Sprint Nextel maintains adequate flexibility under the
leverage covenant, with leverage of 3.6x at the end of third
quarter 2010, leaving approximately a 19% cushion against further
EBITDA loss under the leverage calculation.  The facility steps
down from 4.5x in .25x increments to 4x beginning in 2013 which
could pose a risk for the company if EBITDA is under pressure or
the company does not reduce debt due to the capital requirements
from the network modernization.

Fitch believes the 'BB-' level will give Sprint Nextel more
flexibility to address the financial and operational pressures
resulting from the network modernization.  Going forward, the
ratings could be downgraded by one notch in the event Sprint's
relationship with Clearwire deteriorates further and/or the
company is unable to sustain its improved operating performance.
In order for Sprint Nextel to stabilize its Outlook, key rating
drivers include: (1) Further clarity on the financial and
operational impacts from the network modernization; (2) Favorable
resolution to the strategic differences between Clearwire and
Sprint Nextel; (3) Clarity on the potential funding requirements
for Clearwire; (4) The ability of Sprint Nextel to sustain further
improvement in subscriber trends as competitive intrusions
increase;(5) Mitigation of potential cross default provisions;
(6) Maintain sufficient levels of liquidity to address its
maturity profile and cash requirements.


STONE GATE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Stone Gate Winery
        8290 West Sahara Avenue Suite 186
        Las Vegas, NV 89117

Bankruptcy Case No.: 10-33258

Chapter 11 Petition Date: December 14, 2010

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Gerry G. Zobrist, Esq.
                  GERRY G. ZOBRIST, LTD.
                  5440 West Sahara Ave., Ste. 105
                  Las Vegas, NV 89146
                  Tel: (702) 656-5156
                  Fax: (702) 656-5157
                  E-mail: gerry@zobristlaw.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 Jim Scott, manager.


SUPERMEDIA INC: Buying Reorganization Debt Below Par
----------------------------------------------------
On December 13, 2010, SuperMedia Inc. entered into the First
Amendment to the Loan Agreement, dated as of December 31, 2009, by
and among the Company, lenders from time to time party thereto and
JPMorgan Chase Bank, N.A., as collateral agent and administrative
agent for the Lenders.

Effective upon the execution of the Amendment by more than half of
the Lenders under the Loan Agreement and for 90 days thereafter,
the Company, subject to the procedures and conditions set forth in
the Amendment and Loan Agreement, will be allowed to repurchase
and retire debt below par utilizing cash up to a maximum of
approximately $185,000,000 if:

    (i) no default or event of default has occurred or is
        occurring;

   (ii) the Company can certify that no event of default could
        reasonably be expected to occur during the succeeding four
        calendar quarters if such Voluntary Prepayment is not
        made;

  (iii) the Company has obtained approval of at least 2/3 of the
        Company's Board of Directors for such Voluntary
        Prepayment; and

   (iv) the Company has unrestricted cash of at least
        $150,000,000.

In connection with any Voluntary Prepayment, the Company is
required to notify the Lenders that the Company desires to prepay
the debt below par and provide the prepayment amount and the price
within a range equal to a percentage of par of the principal
amount of debt to be prepaid.

In connection with the Amendment, the Company made certain
representations and warranties to the Agent and the Lenders.

                       About SuperMedia Inc.

SuperMedia Inc., formerly Idearc Inc. is a yellow pages directory
publisher in the United States.  It provides media advertising
programs to the clients and consumers, through the
SuperYellowPages, Superpages.com and SuperpagesDirect, as well as
services, such as the SuperGuarantee and SuperTradeExchange
Programs.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  Toby L.
Gerber, Esq., at Fulbright & Jaworski, LLP, represented the
Debtors in their restructuring efforts.  Idearc completed its debt
restructuring and its plan of reorganization became effective as
of December 31, 2009.

                           *     *     *

In December 2010, Standard & Poor's Ratings Services lowered its
corporate credit rating on SuperMedia to 'CC' from 'B-'.
S&P also lowered its issue-level rating on the company's senior
secured credit facility to 'CC' from 'B-'.  At the same time, S&P
placed these ratings on CreditWatch with negative implications.
The recovery rating on the senior secured debt remains unchanged
at '3', indication S&P's expectation of meaningful (50% to 70%)
recovery for lenders in the event of a payment default.

"The downgrade reflects S&P's view that the company's discussion
about a proposed amendment, which would allow for subpar
repurchases of its term debt of up to $185 million for 90 days
from the effective date of the amendment, suggests a high
probability of a subpar buyback," explained Standard & Poor's
credit analyst Andy Liu.  "Under Standard & Poor's criteria, S&P
would view these subpar buybacks as tantamount to a default.  The
term loan is trading at a significant discount to the par value,
and buybacks could be done by means of a tender offer."


SYRACUSE RESORT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Syracuse Resort LLC
        dba Syracuse Resort Development
        683 Middle Neck Road
        Great Neck, NY 11023

Bankruptcy Case No.: 10-79601

Chapter 11 Petition Date: December 13, 2010

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

Judge: Robert E. Grossman

Debtor's Counsel: James O. Guy, Esq.
                  49 Spice Mill Boulevard
                  Clifton Park, NY 12065
                  Tel: (518) 320-7136
                  E-mail: jguylaw@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 Bruce Benjamin, managing member.


TAGISH LAKE: Obtains Shareholder Approval of Plan of Arrangement
----------------------------------------------------------------
Tagish Lake Gold Corp. disclosed that at a special meeting of the
Company's shareholders held today, the Company's shareholders
approved the previously announced plan of arrangement involving
New Pacific Metals Corp.  The Company intends to seek the final
court order for the Arrangement at the Supreme Court of British
Columbia on December 16, 2010.  The closing of the Arrangement is
expected to occur after the satisfaction and/or waiver of all
conditions precedent to the Arrangement, which is currently
expected to occur on or about December 20, 2010.

New Pacific currently holds approximately 79.2% of the outstanding
common shares of the Company.  The Arrangement is being proposed
in order to allow New Pacific to acquire the remaining Shares. If
the Arrangement is completed, the Company will become a wholly-
owned subsidiary of New Pacific.

                        About Tagish Lake

Tagish Lake Gold Corp. explores for and develops high grade gold-
silver mineral deposits in the Yukon Territory of Canada.  The
Company is currently focused on its wholly owned, 178 km2 Skukum
Mineral District located 80 km by road south of Whitehorse.  The
Skukum Mineral District hosts the Skukum Creek gold-silver
deposit, the Goddell Gully and the Mt. Skukum gold deposits.

In May 2010, Tagish Lake commenced proceedings in the Supreme
Court of British Columbia pursuant to the Companies' Creditors
Arrangement Act (Canada).   Grant Thornton Limited was appointed
as the Monitor for the Company.


TAYLOR BEAN: Selling Office Building for $1.35 Million
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Taylor Bean & Whitaker Mortgage Corp. will sell a
24,000 square-foot office building for $1.35 million unless a
better offer turns up before the sale-approval hearing on Jan. 7.
The building at 950 Grayson Highway, Lawrenceville, Georgia,
stands on an 8.2-acre plot.

                         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.


TELECONNECT INC: D. Benschop Discloses 5.38% Equity Stake
---------------------------------------------------------
Dirk L. Benschop, director, president, treasurer and secretary of
Teleconnect Inc., disclosed in a Schedule 13D filing with the
Securities and Exchange Commission on November 30, 2010, that he
beneficially owns 303,001 shares of the company's common stock
through his ownership of DLB Finance and Consultancy BV.  The
amount of shares Mr. Benschop beneficially owns represents 5.38%
of the shares outstanding as of November 30, 2010.

Mr. Benschop originally acquired an irrevocable proxy to vote
shares of common stock owned by Mr. Leonardo Geeris for no
consideration on December 11, 2008.  Mr. Benschop did not pay any
consideration for the irrevocable proxy that he acquired from Mr.
Leonardo Geeris during December 2008.  This proxy expired in
November 2009.

Mr. Benschop acquired 291,180 shares of common stock of the
Company from Mr. Leonardo Geeris during February 2009 for
services.

Mr. Benschop acquired 11,821 shares of the common stock of the
Issuer in exchange for his ownership interest in Hollandsche
Exploitatie Maatschappij BV, a company acquired by the Issuer in
exchange for the common stock of the Issuer, effective October 15,
2010.

The purpose of the acquisition of the irrevocable proxy from Mr.
Leonardo Geeris covering the securities of the Company owned by
Mr. Geeris was to allow Mr. Benschop to take timely management and
Board decisions, in the best interest of the Company.

The purpose of the award of the securities of the Company to DLB
Finance and Consultancy BV resulting from the debt forgiveness of
Mr. Geeris was to provide a management incentive to the new
Director.

The purpose of the exchange of his ownership interest in
Hollandsche Exploitatie Maatschappij BV was for investment
purposes.

As of November 30, 2010:

   (a) There were no proposals for the acquisition of any
       additional securities of the Company or the disposition of
       any securities of the Company.

   (b) There were no pending proposals regarding an extraordinary
       transaction such as a merger or a reorganization involving
       the Company and its subsidiaries except for the recent
       acquisition of Hollandsche Exploitatie Maatschappij BV by
       the Company.

   (c) There were no proposals relating to a sale or transfer of a
       material amount of the assets of the Company or its
       subsidiaries.

   (d) There were no proposals or plans to change the total
       authorized number or term of directors on the Board of
       Directors or to fill any existing vacancies.  However,
       three new members,  Mr. Les Pettitt, Mr. Gustavo Gomez and
       Mr. Kees Lenselink were appointed to the Board of Directors
       on October 8, 2010, to fill the remaining three vacancies.

   (e) There were no proposals to cause a material change in the
       present capitalization or dividend policy of the Company.

   (f) There were no proposals or plans to make changes in the
       Company's business or corporate structure apart from the
       acquisition of Hollandsche Exploitatie Maatschappij BV on
       October 15, 2010, which reinforces the Company's previously
       announced primary activity being the age validation service
       provided at retail stores to avoid the sale of alcohol and
       tobacco to minors.

   (g) There were no proposals to change the Company's charter, by
       laws or instruments corresponding thereto or other sections
       which may impede the acquisition of control of the Company
       by any person.

   (h) There were no current plans or proposals to cause the
       Common Stock of the Company to be delisted from the Pink
       Sheets over-the-counter market.

   (i) There were no current plans or proposals to cause the
       Common Stock of the Company to become eligible for
       termination of registration pursuant to Section 12(g)(4) of
       the Securities Exchange Act of 1934.

                      About Teleconnect Inc.

Based in Breda, The Netherlands, Teleconnect Inc. (OTC: TLCO)
-- http://teleconnect.es/-- derives its revenues from continuing
operations primarily from the sale of multimedia kiosks and
hardware components to retail chains in the Netherlands. These
kiosks and components can be applied to different functions such
as recharging prepaid telephone cards.

On May 3, 2010, the Company signed a letter of intent to acquire
100% of Hollandsche Exploitatie Maatschappij BV (HEM) in The
Netherlands. The purchase price contemplated by the letter of
intent is 12% of the outstanding common stock of the Company, post
emission. The purchase of HEM is subject to due diligence by
Teleconnect as well as shareholders' approval. HEM, established
in 2007, developed an age validation system, "Ageviewers", which
utilizes the Company's products in its processes.

Teleconnect reported a net loss US$335,712 on US$111 of revenue
for the three months ended March 31, 2010, compared with a net
loss of US$312,861 on US$95,061 of revenue for the same period of
2009.

The Company's balance sheet at March 31, 2010, showed US$2,055,793
in assets, US$2,974,233 of liabilities, and a stockholders'
deficit of US$918,440.


TERRESTAR NETWORKS: Court OKs Restrictions on Claims Trading
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted TerreStar Networks Inc. and its units' request for the
establishment of restrictions on claims trading.

TerreStar Networks sought an order from the Bankruptcy Court:

  (a) requiring these parties to provide certain information
      necessary to prepare and obtain approval of an application
      to the Federal Communications Commission to transfer
      control of TerreStar License Inc. to reorganized TSL and
      to prepare and obtain a grant of any required petition for
      declaratory ruling:

         * Holders of allowed Senior Secured PIK Notes Claims,
           allowed Other Unsecured Claims, and Exchangeable PIK
           Notes Claims in reorganized TSN -- such holder being
           referred to as a "potential equityholder;" and

         * Any entity that, through purchase, acquisition or any
           other means, obtains or increases the amount of
           Claims it holds in reorganized TSN, in a way that the
           Transferee is a Potential Equityholder;

  (b) restricting the purchase or sale of any claims against the
      Debtors during the "Licensing Period" to the extent that
      purchase or sale of Claims could result in either:

         * an entity becoming or ceasing to be a holder of at
           least 8% of total equity in Reorganized TSN at the
           expected time of confirmation in Reorganized TSN --
           such entity being referred to as a "substantial
           equityholder;" or

         * an entity (y) becoming or ceasing to be the largest
           holder of equity in Reorganized TSN, or (z) the
           holder of more than 50% of the total outstanding
           equity in Reorganized TSN -- such entity being
           referred to as a "controlling equityholder;" and

  (c) establishing notification and hearing procedures to
      request relief from the Trading Restrictions for the
      duration of the Licensing Period, which is defined as the
      period from the day that the FCC Application is submitted
      with the FCC until the occurrence of the effective date of
      a Chapter 11 plan of reorganization in the Debtors' cases.

The Debtors' request is designed to protect its interests in a
FCC application for the transfer of the control of TSL to
reorganized TSL.

                          *     *     *

The Court's order provides that upon the occurrence of any
purchase, sale, or other transfer of claims, the Debtors are
authorized to report the information regarding the transaction,
including, without limitation, the information contained in any
Transfer Notice, as applicable, to the Federal Communications
Commission as reasonably necessary to amend, correct, or update
the FCC license application, or otherwise advise the FCC of the
transaction, without regard to whether the initial Transfer Notice
was filed under seal.

It is expressly understood that the Debtors may submit the
information regarding acquisitions and dispositions of Claims to
the FCC, and that information will not be submitted under seal.

Any purchase, sale or other transfer of Claims in violation of
the procedures previously submitted by the Debtors will be null
and void "ab initio" as an act in violation of the Restricted
Trading Order.

                   Canadian Recognition Sought

Under the Companies' Creditors Arrangement Act, TerreStar
Networks Inc., in its capacity as the foreign representative of
the U.S. Debtors and on its own behalf, asked the Superior
Court of Justice (Commercial List) for the Province of Ontario,
in Canada to recognize and implement in Canada the Restricted
Trading Order of the U.S. Bankruptcy Court.

TSN asserts that the recognition of the Restricted Trading Order
is necessary for the protection of the Debtors' property and the
interests of their creditors.

                     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)


TERRESTAR NETWORKS: Parties Object to EchoStar Backstop Pact
------------------------------------------------------------
TerreStar Networks, Inc.; TerreStar National Services, Inc.;
0887729 B.C. Ltd.; TerreStar License Inc.; TerreStar Networks
Holdings (Canada) Inc.; and TerreStar Networks (Canada) Inc. seek
the United States Bankruptcy Court for the Southern District of
New York's:

  -- approval of TSN's entry into an Equity Purchase and
     Commitment Agreement with EchoStar Corporation in
     conjunction with the TSN Debtors' Joint Chapter 11 Plan
     of Reorganization; and

  -- authorization and approval of TSN's payment of a backstop
     commitment fee, the reimbursement of the reasonable fees,
     expenses, disbursements and charges of the Backstop Party
     and indemnification of the Backstop Party.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, contends that the Backstop Commitment Agreement is an
integral component of the Plan.

The Plan specifically contemplates a $125 million rights offering
to be made available to holders of the Debtors' 15% Senior
Secured Notes, as well as the Debtors' unsecured creditors.
Thus, to ensure that at least $100 million is raised from the
rights offering, EchoStar, the TSN Debtors' Plan Sponsor, as well
as its largest creditor, has committed to purchase up to
$100 million of the new preferred equity being offered pursuant to
the rights offering under the Plan.  The proceeds raised from the
rights offering will be used not only to pay off the DIP
Financing, but also to fund the Reorganized TSN Debtors'
operations after the Plan's Effective Date.

                 Backstop Pact Similar to RSA,
                      Committee Asserts

The Official Committee of Unsecured Creditors maintains that the
Backstop Commitment Agreement contains strikingly similar terms,
conditions and controls on the Debtors and the fate of these
Chapter 11 cases as the withdrawn Restructuring Support Agreement
between the Debtors and EchoStar.

The Creditors Committee notes that in addition to controls that
further "lock in" the deal with EchoStar, the Backstop Commitment
Agreement also seeks payment of a $3 million fee in favor of
EchoStar as a commitment fee if the deal is done and as a break-
up fee if the deal does not get done -- even if it is not done
because EchoStar breaches its commitment.

David M. Posner, Esq., at Otterbourg Steindler Houston & Rosen
PC, in New York, notes that almost all key stakeholders in the
Debtors' Chapter 11 cases objected to the assumption of the RSA
and the Debtors sought approval of the Backstop Commitment
Agreement a week after they withdrew the RSA Assumption Motion.

The Creditors' Committee argues that it has not been afforded a
realistic opportunity to fulfill its fiduciary duties as the
Backstop Agreement Motion was filed late prior to a shortened
Thanksgiving holiday week.

Mr. Posner asserts that approval of the Backstop Commitment
Agreement at this time will likely stall the Debtors' efforts to
"market" the company because, among other things, it creates a
$3 million hurdle for a competing bidder to surmount and requires
creditors and other parties to make an investment decision based
solely upon a term sheet and other minimal information.

The Committee believes that there is value to be realized for
unsecured creditors beyond the minimal 3% common equity
distribution contemplated by the Debtors' proposed Chapter 11
Plan of Reorganization.  The Committee also asserts that the
Backstop Commitment Agreement will only substantially hinders its
anticipated negotiations with either EchoStar or other potential
buyers since the Agreement provides for a distribution of the
Rights pursuant to the same 3% distribution and will necessitate
a re-subscription offer if the proposed distributions are
modified.

The Committee thus asks Judge Lane to deny the Debtors' entry
into the Backstop Commitment Agreement.

                   Harbinger Capital Objects

Harbinger Capital Partners Master Fund I, Ltd. and Credit
Distressed Blue Line Master Fund, LTD., both of which are
affiliated with Harbinger Capital Partners LLC, in their capacity
as substantial holders of the 6.5% senior exchangeable payment-
in-kind notes points out that if the Backstop Commitment
Agreement is approved, the TSN Debtors' estates would incur a
cost of at least $3 million with absolutely no benefit.

Debra A. Dandeneau, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that the proposed order would entitle EchoStar to
receive a termination fee if, for any reason, the Plan is not
consummated by the aggressive timetable imposed by EchoStar.

"The TSN Debtors will be obligating themselves to the Termination
Fee with no benefit to anyone other than EchoStar," Ms. Dandeneau
says.

           Ad Hoc Group Offers Own Backstop Agreement

The Ad Hoc Group of Holders of 15% Senior Secured Notes tells the
Court that it seeks to provide a necessary counterweight to
EchoStar and ensure that value is maximized for the Debtors'
estates.

The Ad Hoc Group discloses that it is actively and constructively
involved in the Debtors' Chapter 11 cases, negotiating with
EchoStar regarding post-emergence minority shareholder rights and
proposing modifications to the DIP Facility and the Disclosure
Statement.

Consistent with its efforts in other aspects of the Debtors'
Chapter 11 cases, the Ad Hoc Group also seeks to provide a better
'backstop' for the TSN Debtors' Plan, Jonathan S. Henes, Esq., at
Kirkland & Ellis LLP, in New York, reveals.

"In that regard, the Ad Hoc Group has proposed its own backstop
to the Debtors' rights offering," Mr. Henes says.

The Alternative Backstop provides greater benefits to the Debtors
and their estates than does the EchoStar Backstop Agreement, Mr.
Henes asserts.  He discloses that the Alternative Backstop is for
the full $125 million Rights Offering -- as opposed to $100
million in the EchoStar Backstop Agreement -- with a commitment
fee of 2.5% and without an "overallotment" or "right of first
refusal."

Though failure to enter into the EchoStar Backstop Agreement
could potentially result in an event of default under the DIP
Agreement, Mr. Henes says that the Ad Hoc Group is prepared to
ensure that the Debtors' Chapter 11 cases continue to proceed
smoothly by providing, if necessary, replacement debtor-in-
possession financing that would provide the Debtors with
sufficient liquidity to operate during their Chapter 11 cases.

For these reasons, the Ad Hoc Group asks Judge Lane to deny
approval of the EchoStar Backstop Agreement.

Copies of the term sheet and commitment agreement for the
Alternative Backstop is available for free at:

          http://bankrupt.com/misc/TrStrAltBkTrmSht.pdf
         http://bankrupt.com/misc/TrStrAltBkComtAgmt.pdf

A blacklined version of the Alternative Backstop against the
EchoStar Backstop Agreement is available for free at:

           http://bankrupt.com/misc/TrStrAltBkComtAgmt

                     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)


TERRESTAR NETWORKS: Seeks Alternative Transactions to Sell Assets
-----------------------------------------------------------------
Concurrently with the pursuit of their Chapter 11 Plan of
Reorganization and Disclosure Statement and in the full exercise
of their fiduciary duties, TerreStar Networks Inc. and its units
are also seeking alternative transactions for the sale of any or
all of their assets, which may result in greater value for
stakeholders and estates than the value which will result from the
Plan.

Pursuant to a notice filed in the Court on November 29, 2010, the
assets which would be the subject of any Alternative Transaction
are those assets owned, held or used in the TSN Debtors'
businesses, which include without limitation:

  (1) license from the Federal Communications Commission to
      use 20 MHz of the 2.0 GHz band in the United States for
      mobile satellite service and ancillary terrestrial
      service;

  (2) license from Industry Canada, the Canadian communications
      regulatory authority, to utilize the MSS portion of the
      same S-Band spectrum in Canada;

  (3) rights in the TerreStar-1 and TerreStar-2 satellites; and

  (4) other assets which comprise the TSN Debtors' satellite
      communications network.

The TSN Debtors urge all parties interested in pursuing an
Alternative Transaction to contact their financial advisor,
Blackstone Advisory Partners LP.

Interested parties may also contact the Official Committee of
Unsecured Creditors' proposed financial advisor, FTI Consulting,
Inc., or proposed counsel, Otterbourg Steindler Houston & Rosen,
PC, for further information about the Debtors' Chapter 11 cases.

                     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)


TERRESTAR NETWORKS: Judge Pushes Back Bid to Send Plan for Voting
-----------------------------------------------------------------
American Bankruptcy Institute reports that Bankruptcy Judge Sean
H. Lane on Friday pushed back TerreStar Networks Inc. bid to send
the Company's reorganization plan to creditors for a vote in a
prelude to a fight over the Company's plan to exit chapter 11
protection in the hands of EchoStar Corp.

Various parties have objected to the adequacy of the disclosure
statement explaining TerreStar Networks Inc. and its units'
proposed plan of reorganization.

The Official Committee of Unsecured Creditors in cases asked the
Court to deny approval of the TSN Debtors' Disclosure Statement
for their Chapter 11 Plan of Reorganization.  EchoStar Corporation
takes total control under the auspices of being the plan sponsor
and the Debtors' focus has been to hurtle through space fast
enough to satisfy the timetable EchoStar has dictated, David M.
Posner, Esq., at Otterbourg Steindler Houston & Rosen PC, in New
York, counsel to the Creditors' Committee, contends.

Harbinger Capital Partners LLC also asked the Court to deny
approval of the Disclosure Statement.

Debra A. Dandeneau, Esq., at Weil Gotshal & Manges LLP, in New
York, argues that nothing in the Proposed Disclosure Statement
answers the fundamental questions that a holder of unsecured
claims may have like:

  -- What can an unsecured claimholder receive under the Plan?

  -- How an unsecured claimholder's recovery compare to that of
     similarly situated creditors in other classes?

  -- What are the estimated claims against the TSN Debtors?

  -- Do the unsecured claims include a deficiency claim with
     respect to the Senior Secured Notes?

  -- What is the value of the TSN Debtors' assets?

  -- What is the value of the TSN Debtors' unencumbered assets?

The filing of an amended Disclosure Statement and revised Plan on
the eve of the Objection Deadline, which reflect extensive
changes to the original filed documents, cannot remedy the fact
that the Disclosure Statement that parties have had the required
28-day period to review did not contain adequate information, as
required by the Bankruptcy Code, Ms. Dandeneau emphasizes.

Sprint Nextel Corporation asks the Court to deny approval of the
TSN Debtors' Disclosure Statement as the Chapter 11 Plan it
describes is inherently unconfirmable.  Sprint Nextel points out
that under the Plan, the value of the reorganized entities will be
allocated for the benefit of the Senior Secured Noteholders.  It
argues that the result is premised on two faulty assumptions:

  (1) That the Senior Secured Noteholders have a lien on
      substantially all of the Debtors' assets; and

  (2) That it is appropriate for the Debtors' estates to be
      substantively consolidated for purposes of voting and
      distribution.

An ad hoc group of holders of 15% Senior Secured Notes issued by
TerreStar Networks Inc. asserts that the Disclosure Statement
does not provide 'adequate information' so as to enable a
hypothetical investor of the relevant class to make an informed
judgment about whether to vote in favor of a proposed plan of
reorganization.  The Ad Hoc Noteholder Group consists of 14
different entities that hold an aggregate amount of approximately
$273 million of the 15% senior secured payment-in-kind notes of
TSN.  Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New
York, argues the EchoStar-sponsored plan, as currently drafted,
is dangerously susceptible to unfair discrimination objections at
the confirmation hearing, and the Disclosure Statement is
presently devoid of any discussion of these specific process
risks.

Other parties that filed objections are Deutsche Bank National
Trust Company, as indenture trustee for the 6.5% Senior
Exchangeable PIK Notes due 2014, and Solus Alternative Asset
Management LP, in its capacity as a holder of 6.5% senior
exchangeable payment-in-kind notes due 2014 of TerreStar Networks,
Inc.

                    Omnibus Reply to Objections

The Debtors assert that the Disclosure Statement they proposed
meets the statutory requirement of adequacy and should be
approved.

The Debtors made this assertion in light of the objections lodged
by (i) Harbinger Capital Partners LLC, et al.; (ii) the Official
Committee of Unsecured Creditors; (iii) Sprint Nextel
Corporation; (iv) the ad hoc committee of 15% senior secured
payment in kind noteholders; (v) Deutsche Bank National Trust
Company, as indenture trustee for the 6.5% Senior Exchangeable
PIK Notes due 2014; and (vi) Solus Alternative Asset Management
against the Disclosure statement.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, notes that the TSN Debtors are filing a further revised
Disclosure Statement in response to issues raised by interested
parties.  He adds that before filing an amended Disclosure
Statement on December 2, 2010, the TSN Debtors reached out to
interested parties and sought feedback on the Disclosure
Statement, including making requests for additional disclosures.

To a large extent, the TSN Debtors incorporated those comments
and requests in the Disclosure Statement and have made every
effort to address the objections to the Disclosure Statement,
whether formal or informal, by adding disclosure or otherwise
revising the Disclosure Statement and, where applicable, the
Plan, Mr. Dizengoff tells Judge Lane.

"Despite these efforts, certain Objectors are still objecting to
the Motion," Mr. Dizengoff laments.

The Objections generally fall into two categories: (a) objections
concerning the adequacy of -- or requesting additional --
disclosure; and (b) objections concerning confirmation of the
Plan.

Mr. Dizengoff asserts that each of the objections should be
overruled.  He argues that a disclosure statement hearing is not
the proper venue for disgruntled creditors to raise substantive
issues related to a Chapter 11 plan in an effort to improve their
proposed plan treatment or as a medium for parties to initiate
specialized discussions of their particular needs and concerns.

The Disclosure Statement, Mr. Dizengoff points out, contains
comprehensive information related to, among other things, (1) the
TSN Debtors' businesses, (2) events leading up to the filing for
bankruptcy protection under Chapter 11, (3) descriptions of
significant developments in the TSN Debtors' reorganization
efforts, (4) descriptions and summaries of the transactions and
treatment of classes contemplated by the Plan, (5) important
valuation, liquidation and projections analyses of the TSN
Debtors, (6) risk factors related to the Plan, (7) tax
information for stakeholders, as well as all (8) other necessary
and important facts in the TSN Debtors' Chapter 11 cases.

With regard to the second category, Mr. Dizengoff argues that
they are premature.  He says that the proper time and place to
deal with plan-related objections -- like all objections under
Section 1129 of the Bankruptcy Code -- is at the confirmation
hearing, not at the hearing on the Disclosure Statement.

Mr. Dizengoff further argues that the Debtors have complied with
the notice requirements for the Disclosure Statement hearing and
that Harbinger's and the Committee's assertion otherwise is
frivolous.  Both Objectors assert that the Disclosure Statement
hearing should be postponed because the TSN Debtors filed an
amended Disclosure Statement.

"The plain language of Rule 3017(a) of the Federal Rules of
Bankruptcy Procedure, which expressly acknowledges that there
will be modifications to a disclosure statement between its
filing and the disclosure statement hearing, shows that the
suggestion that the hearing must be postponed because the TSN
Debtors amended the Disclosure Statement is contrary to the
language and intent of the Bankruptcy Rules," Mr. Dizengoff
emphasizes.

For these reasons, the Debtors ask Judge Lane to overrule the
Objections and approve the Disclosure Statement.

Along with their omnibus response to the Disclosure Statement
Objections, the TSN Debtors also prepared a summary and reply
chart, a copy of which is available for free at:

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

Mr. Dizengoff notes that concurrently with the filing of the
Omnibus Response, the TSN Debtors are filing a further revised
Disclosure Statement in response to issues raised by interested
parties.  A document containing riders of material revisions to
the Disclosure Statement in response to the Disclosure Statement
Objections is available for free at:

          http://bankrupt.com/misc/TrrStr2ndAmDSriders.pdf

                     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)


TERRESTAR NETWORKS: QUALCOMM Wants to Clarify Rejected Pacts
------------------------------------------------------------
QUALCOMM Incorporated is a counterparty to one of the agreements
TerreStar Networks and its units are seeking to reject.

QUALCOMM tells the Court that it is current on all of its
obligations to the Debtors under the QUALCOMM Agreement, however,
the Debtors failed to make payments totaling $2,280,850 required
under the Agreement.  QUALCOMM adds that an additional $1,543,900
will become payable from TerreStar during the first two quarters
of 2011.

In a statement submitted to the Court, QUALCOMM relates that it
does not oppose the Debtors' request to reject the QUALCOMM
Agreement.  QUALCOMM however is concerned that the Debtors'
rejection request is ambiguous with respect to the ongoing
obligations of the parties under the QUALCOMM Agreement.

Daniel A. Lowenthal, Esq., at Patterson Belknap Webb & Tyler LLP,
in New York, says that when read in conjunction with the Debtors'
schedules and statements of financial affairs, the contract
rejection request is likewise ambiguous with respect to what
other agreements, if any, remain extant between and among
QUALCOMM and the Debtors.

Mr. Lowenthal notes that Exhibit A to the Contract Rejection
Motion identifies the Agreement as a "Chipset Development
agreement to provide chipset with capability to provide TSN
service," but Schedule G to TerreStar's schedules of assets and
liabilities identifies four different contracts between TerreStar
and QUALCOMM.  Those contracts consist of a development agreement
and three purchase agreements.

"It is not clear whether the reference to 'purchase agreements'
on Schedule G refers to the amendments to the Agreement, work
orders issued in connection with the Agreement, or some other
agreements.  It is therefore also not clear whether the Debtors
intend to reject all extant agreements with QUALCOMM or if the
Debtors believe there are other independent agreements with
QUALCOMM that are not subject to the [Request]," Mr. Lowenthal
points out.

Before the Court can determine whether the rejection of the
Agreement is a valid exercise of the Debtors' business judgment,
Mr. Lowenthal asserts that the Debtors ought to clarify what
agreements with QUALCOMM, if any, they believe will survive the
Contract Rejection Motion.

Against this backdrop, QUALCOMM reserves all rights and remedies
with respect to the QUALCOMM Agreement, including the right to
file one or more proofs of claim for all damages arising out of
the Debtors' rejection of the Agreement, and to assert a right to
payment of an administrative expense claim for any postpetition
breach.

                     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)


THOMAS NGUYEN: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Thomas T M Nguyen
               Hoa Thi Le
               8204 155th Ave SE
               Newcastle, WA 98059

Bankruptcy Case No.: 10-24892

Chapter 11 Petition Date: December 14, 2010

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

Judge: Marc Barreca

Debtor's Counsel: Jeffrey B Wells, Esq.
                  500 Union St., Suite 502
                  Seattle, WA 98101
                  Tel: (206) 624-0088
                  E-mail: eajbwellaw@aol.com

Scheduled Assets: $2,268,500

Scheduled Debts: $2,035,251

A list of the Joint Debtors' 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-24892.pdf


TOLEDO EDISON: Fitch Affirms 'BB+' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed the ratings of FirstEnergy and its
subsidiaries, FirstEnergy Solutions, Ohio Edison Co., Pennsylvania
Power Co., the Cleveland Electric Illuminating Co., the Toledo
Edison Co., Jersey Central Power & Light Co., Metropolitan Edison
Co. and Pennsylvania Electric Co.  Approximately $15.3 billion of
debt is affected.

Fitch has concurrently revised the Rating Outlooks for FE and FES
to Negative from Stable.  The Negative Outlooks reflects credit
metrics for these entities that are weak relative to guidelines
and similarly rated utility holding company and competitive
generation company peers for the 'BBB' rating category.  FE's
consolidated ratios of EBITDA to interest and funds from
operations interest coverage were 4.1 times and 4.2x, respectively
for the 12-month period ended Sept. 30, 2010.  Fitch forecasts
consolidated credit coverage ratios to decline over the next two
years.  FES has experienced a significant deterioration in credit
metrics with EBITDA to interest declining to 3.4x for the 12-month
period ended Sept. 30, 2010, from 5.4x as of year-end 2009; and
FFO declining to 4.8x from 6.5x for the same time period.  Credit
ratios were impacted by higher interest expense associated with
the $1.5 billion of debt issuances in July 2009.  Going forward,
credit ratios are expected to continue to decrease over the
ratings horizon due to low realized power prices.  Due to the
majority of FES' contracts having a relatively short-term duration
(three years or less), the company's near-term hedged position is
strong with in excess of 90% hedged for 2011.  While FES'
financial performance is exposed to commodity prices and
competitive generation pricing, the company's retail strategy
provides somewhat of a buffer to short-term price changes.  Fitch
notes that with the Pennsylvania market opening up in January
2011, the prior Provider of Last Resort contracts that FES had
with FE's Pennsylvania utilities (MetEd and Penelec) will expire
and FES has been participating in the auctions for load.

FE has a pending merger with Allegheny Energy (IDR 'BBB-', Stable
Outlook); the Negative Outlook for FE will remain in place pending
a comprehensive review by Fitch of the combined company, including
an update on business strategy, legal and capital structure, and
financial position.

The Rating Outlooks for OE, Penn Power, CEI, TE, JCPL, MetEd and
Penelec remain Stable.

The ratings for FE take into consideration the company's cash
flows from ownership of seven regulated electric transmission and
distribution utilities, improved operating performance at its
generating fleet, as well as relatively quiet regulatory
environments in Ohio and New Jersey.  In general, credit metrics
for JCPL and MetEd are strong for their respective categories,
while OE and Penn Power are consistent with other 'BBB-' utility
peers.  CEI and TE have below average financial profiles, however,
they benefit from the functional and financial ties to FE.  FE
manages its regulated operating subsidiaries as a system from an
organizational, operational and liquidity perspective; as such,
the ratings of the utilities are closely aligned with that of the
parent.  Rating concerns primarily relate to weakening credit
protection measures, higher business risk at the generation
subsidiary, FES, due to merchant risks, a deregulated market in
Pennsylvania beginning in 2011, struggling regional economies, as
well as exposure to stricter environmental legislation.

The ratings for FES reflect the company's large portfolio of low-
cost generation assets, primarily comprised of coal and nuclear
plants, and higher business risk as the company becomes more
dependent on market-based generation rates, the relatively short-
term nature of the rolling hedging strategy, exposure to costs
relating to changes in environmental legislation, which Fitch
considers probable, and the impact of the economic recession on
regional power prices and demand.

FE continues to have adequate access to short-term liquidity
through a $2.75 billion revolving credit facility at FE and
$495 million of additional loans and credit agreements at its
operating companies.  As of Oct. 22, 2010, FE and its subsidiaries
had approximately $2.8 billion of available liquidity, including
$911 million of cash on hand.  FE's regulated companies also have
the ability to borrow from each other and the holding company to
meet their short-term working capital requirements.  A similar,
but separate, arrangement exists among FE's unregulated
subsidiaries.  Consolidated debt maturities over the next several
years are considered manageable and are: $337 million in 2011,
$99 million in 2012, $557 million in 2013 and $531 million in
2014.  Fitch notes that FE's parent has a $250 million maturity in
2011.  Maturing debt is expected to be financed through a
combination of internally generated cash flows and external debt
refinancing.  FE's capital spending plans continue to decline
following the completion of its environmental compliance program.
Capex in 2010 is expected to be approximately $1.8 billion, and
then decrease to $1.4 billion for 2011.  Fitch notes that the AYE
merger will impact the company's plans for credit facilities as
well as capital spending, both of which will be taken into
consideration during the analysis of the combined company.

In February 2010, FE entered into an agreement to merge with AYE
in a stock-for-stock transaction, under which AYE shareholders
would receive 0.667 shares of FE common stock in exchange for each
share of AYE, valued as of Feb. 10, 2010, close at $27.65 per
share or $4.7 billion in aggregate.  FE would also assume
approximately $3.8 billion of AYE net debt (excluding tariff
securitization debt of $0.5 billion).  The combined company, which
would operate under the FirstEnergy name, would increase in scale,
with 10 regulated electric distribution companies in seven states
(Ohio, Pennsylvania, Maryland, New York, New Jersey, Virginia and
West Virginia) and approximately 24,000 MW of generating capacity.
The merger has received approvals from shareholders of both
companies as well as the Virginia State Corporation Commission.
Additionally, FE has filed stipulated agreements in West Virginia,
Pennsylvania and Maryland and is awaiting regulatory approvals of
these agreements.  The remaining necessary approvals are the
Federal Energy Regulatory Commission and the Department of
Justice, both of which are currently reviewing the merger
documents and the company expects the review to be completed in
time to meet the anticipated merger closing schedule of the first
half of 2011.

Fitch affirms these ratings with a Negative Outlook:

FirstEnergy Corp.

  -- Issuer Default Rating at 'BBB';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR and short-term debt at 'F2'.

FirstEnergy Solutions Corp.

  -- IDR at 'BBB';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR and short-term debt at 'F2'.

Fitch affirms these ratings with a Stable Outlook:

Ohio Edison Co.

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB';
  -- Secured debt at 'BBB+';
  -- Short-term IDR and short-term debt at 'F2'.

Pennsylvania Power Co.

  -- IDR 'BBB-';
  -- Senior secured debt at 'BBB+'.

BVPS II Funding Corp.

  -- Senior secured debt at 'BBB'.

PNPP II Funding Corp.

  -- Senior secured debt at 'BBB'.

The Toledo Edison Co.

  -- IDR at 'BB+';
  -- Senior secured debt at 'BBB'.

The Cleveland Electric Illuminating Co.

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

Pennsylvania Electric Co.

  -- IDR at 'BBB-'
  -- Senior secured debt at 'BBB+';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR and commercial paper at 'F3'.

Jersey Central Power & Light Co.

  -- IDR at 'BBB';
  -- Senior unsecured debt at 'BBB+';
  -- Short-term IDR and commercial paper at 'F2'.

Metropolitan Edison Co.

  -- IDR at 'BBB-';
  -- Senior secured debt at 'BBB+';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR and short-term debt at 'F3'.


TOUSA INC: Hearing on Regal Oaks Sale on January 13
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on January 13, 2011, to consider approval
of TOUSA Homes' assets in the subdivision known as Regal Oaks at
Old Town in Osceola County, Florida, to CLC Regal Oaks Inc. for
$6,800,000.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Tousa won't hold a formal auction, higher
bids are welcome, though they must be submitted on or before the
January 13 sale hearing.  Under the parties' agreement, if buyer
CLC Regal Oaks doesn't end up purchasing the project, there won't
be a breakup fee.

                          About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M.
Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman,
Esq., at Berger Singerman, to represent them in their
restructuring efforts.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  Ernst & Young LLP is the Debtors' independent
auditor and tax services provider.  Kurtzman Carson Consultants
LLC acts as the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.


TRAVELCLICK INC: Moody's Upgrades Rating on Senior Loan to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service upgraded to Ba2 from Ba3 the rating on
TravelCLICK Inc.'s senior secured credit facility.  This rating
action reflects a revised estimate of expected loss, consistent
with Moody's Loss Given Default methodology, resulting from
$12 million in permanent repayment of the term loan's balance.
At September 30, 2010, TravelCLICK has reduced the term loan to
$78 million from an original face amount of $90 million.

                        Ratings Rationale

Concurrently, Moody's affirmed the B1 Corporate Family Rating and
Probability of Default Rating.  Contrary to fluctuating trends in
the lodging industry, TravelCLICK has reported fairly stable
consolidated revenues and earnings over the past couple years.  An
industry-wide trend towards a greater percentage of bookings made
directly on hotel websites benefited TravelCLICK's overall
reservation system volumes and partially offset the negative
impact of customers' lower average occupancy and Average Daily
Room rates.  Additionally, the company has reduced debt and
continues to maintain a good liquidity profile.  Financial
leverage of about 3.7 times at September 30, 2010, is considered
strong for the rating category and Moody's expects interest
coverage and free cash flow to remain solid.  However, the B1 CFR
continues to be constrained by the company's relatively modest
revenue size, reliance on strategic partners, and the
vulnerability of revenues to highly cyclical demand within the
luxury and upper upscale hotel industry.

The stable outlook reflects Moody's expectations that TravelCLICK
will experience modest revenue growth in the near-term as customer
occupancy and ADR rates continue to rebound, particularly within
the business traveler segment.  While scheduled step-downs in the
maximum leverage covenant in 2011 may cause covenant tightness,
Moody's anticipates that the company will use its cash balance, if
necessary, to further reduce the outstanding balance on the term
loan and maintain compliance with its covenants.

Due to TravelCLICK's relatively modest size and vulnerability to
end-market demand cyclicality, it is unlikely the CFR will be
upgraded in the near term.  However, the ratings or outlook could
be raised if TravelCLICK significantly expands its revenue base
and permanently reduces indebtedness such that financial leverage
and free cash flow to debt can be sustained at about 3 times and
above 10%, respectively.  The outlook or ratings could be
pressured if there is a material change in TravelCLICK's capital
structure or strategic alliances, or if the company's
profitability or liquidity profile deteriorates.  Specifically,
financial leverage and free cash flow to debt approaching 5 times
and below 4%, respectively, could lead to negative ratings
pressure.

Moody's upgraded these ratings:

  -- $15 million senior secured revolver due December 2012, to Ba2
     (LGD2, 29%) from Ba3 (LGD2, 29%)

  -- $78 (formerly $90) million senior secured term loan due
     December 2013, to Ba2 (LGD2, 29%) from Ba3 (LGD2, 29%)

Moody's affirmed the below ratings:

  -- Corporate Family Rating, B1
  -- Probability of Default Rating, B1

TravelCLICK Holdings, Inc., is a leading provider of marketing and
reservation services to independent and chain hotels worldwide.
Headquartered in Schaumburg, Illinois, TravelCLICK reported
revenue of $185 million in the twelve months ended September 30,
2010.


TRICO MARINE: Receives Consents from 97.5% of Notes Outstanding
---------------------------------------------------------------
In a regulatory filing Tuesday, Trico Marine Services, Inc.,
discloses that on December 13, 2010, Trico Shipping AS amended its
solicitation of consents and waivers, dated November 24, 2010, as
amended December 7, 2010 (as so amended, the "Consent
Solicitation"), from the holders of its 11-7/8% Senior Secured
Notes due 2014 (the "Notes") to extend the expiration date of the
Consent Solicitation to 5:00 p.m., Eastern Time, December 14,
2010.

As of 5:00 p.m., Eastern time, December 13, 2010, the original
expiration date of the Consent Solicitation, Trico Shipping had
received consents and waivers from the holders of 389,887,000
principal amount of Notes, representing roughly 97.5% of the Notes
outstanding, and had received indications of intent to consent and
waiver from the holders of roughly an additional 1.5% of the Notes
outstanding.

As reported in the Troubled Company Reporter on December 13, 2010,
the Consent Solicitation provides for modification and waivers to
certain provisions contained in the indenture pursuant to which
the Notes were issued, dated as of October 30, 2009, among Trico
Shipping, as issuer, the guarantors identified therein and
Deutsche Bank National Trust Company (as successor trustee to
Wells Fargo Bank, N.A.), as trustee thereunder (the "Trustee") (as
amended by the First Supplemental Indenture, dated as of June 25,
2010, the Second Supplemental Indenture, dated as of September 21,
2010, and as may be further amended by a third supplemental
indenture to be entered into on or after the consummation of the
consent solicitation if the requisite consents are obtained,
referred to hereafter as the "Indenture"), and certain other
amendments, supplements and waivers to any of the covenants and
related definitions in the Indenture or in other related
agreements and documents reasonably necessary or appropriate to
implement the foregoing.

                        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.


UNISYS CORP: Fitch Gives Stable Outlook for Industry in 2011
------------------------------------------------------------
Fitch Ratings has published its annual outlook on the U.S.
Technology sector.  The report titled '2011 Outlook: U.S.
Technology' gives an overview of Technology sub-sectors hardware,
IT services, semi-conductors, distributors, and electronic
manufacturing services, among others.

Fitch has a Stable Outlook on the U.S. Technology sector for 2011.
Fitch expects global Information Technology spending in 2011 to
exceed worldwide GDP with mid-single digit growth driven by
emerging markets, continued commercial refresh of PC's and
servers, and increased demand for storage, analytics and
virtualization products.  Operating profitability should continue
to improve as cost reduction initiatives result in positive
operating leverage.  Fitch expects higher growth will be mitigated
by a pressured public sector, normalized supply chain demand with
minimal benefit from inventory replenishment, and potential
pricing pressures from the increasing overlap of product offerings
by the largest IT companies.

Given the general fragility of the economy, Fitch believes there
is limited upside ratings potential for the overall sector outside
of companies already on positive outlook.  Nonetheless, the
majority of investment grade IT companies have material amounts of
liquidity, as well as debt capacity at existing ratings.  The
biggest concern heading into 2011 is the risk IT companies use up
this liquidity and capacity (via shareholder returns and/or
exorbitant M&A premiums) on the heels of an economic downturn.
This concern is mitigated by the sectors' historically
conservative stance towards leverage and shareholder returns.

The stable outlook takes into account Fitch's belief that the
sector has adequate capacity to withstand an unforeseen downturn
in the economy.  The consistency and rational behavior of the
supply chain served the industry well during challenging economic
and industry conditions, and Fitch expects similar behavior will
continue to benefit the industry in 2011.

Key Themes and Concerns of Fitch's IT Outlook:

  -- Heading into 2011, the Investment Grade Technology sector is
     marked by strong liquidity and, in many cases, debt capacity
     at existing ratings. As such, Fitch believes these Investment
     Grade Technology companies could withstand a double-dip
     recession and still maintain existing ratings. The high-yield
     technology sector for the most part does not benefit from
     this flexibility as companies, including First Data and
     Freescale, would likely not be able to withstand another
     pullback in the economy.

  -- Fitch expects M&A activity to continue to be robust in 2011
     led by the continued push for end-to-end enterprise solutions
     and the need to solidify market positions in higher growth
     areas within the IT industry, such as storage and security.
     Positively, most M&A activity will likely be in the moderate
     range ($3 billion and below) and to be at least partially
     funded with cash.  Shareholder demands have been very limited
     over the last year And Fitch expects companies with large
     cash balances but working capital deficits (i.e., A/R and
     Inventory less A/P and Deferred Revenues) will continue to
     take a measured approach to share repurchases, dividends, and
     M&A.

  -- Pricing pressures and limited demand visibility are likely to
     continue for the foreseeable future.  Further, Fitch expects
     fiscal issues related to the public sector will worsen over
     the course of 2011 and therefore could dampen intermediate
     term growth.

  -- LBO risk will continue to garner headlines as many companies
     trade at low multiples relative to prior years.  However, the
     fallout of deals related to Fidelity National and Seagate
     over the last nine months could point to a more conservative
     stance for now by lenders and equity sponsors towards the
     pricing pressures and hyper-cyclical nature of the IT sector.

  -- The consumer shift to tablets and smart phones will likely be
     at the expense of traditional personal computers and
     printers.  This could result in elongated lifecycles for
     consumer PCs and printers.  As such, PC manufacturers that
     have traditionally benefited from a favorable cash conversion
     cycle on these consumer products could have a negative impact
     to free cash flow.

A list of Fitch-rated issuers in the U.S. technology sector and
their current Issuer Default Ratings:

  -- Accenture Plc. ('A+'; Stable);
  -- Advanced Micro Devices, Inc. ('B'; Stable)
  -- Agilent Technologies Inc. ('BBB'; Positive);
  -- Anixter Inc. ('BB+'; Stable);
  -- Anixter International Inc. ('BB+'; Stable);
  -- Arrow Electronics, Inc. ('BBB-'; Stable);
  -- Avnet, Inc. ('BBB-'; Stable);
  -- Broadridge Financial Solutions ('BBB+'; Stable);
  -- CA Inc. ('BBB+'; Stable);
  -- Computer Sciences Corp. ('BBB+'; Positive);
  -- Convergys Corp. ('BBB-'; Stable);
  -- Corning Incorporated ('BBB+'; Positive);
  -- Dell Inc. ('A'; Stable);
  -- Eastman Kodak Company ('B-'; Negative);
  -- eBay, Inc. ('A'; Stable);
  -- First Data Corp. ('B'; Stable);
  -- Fidelity National Information Services Inc. ('BB+'; Stable);
  -- Flextronics International Ltd. ('BBB-'; Stable);
  -- Freescale Semiconductor, Inc. ('CCC'; Positive);
  -- Hewlett-Packard Company ('A+'; Stable);
  -- Ingram Micro Inc. ('BBB-'; Stable);
  -- International Business Machines Corp. ('A+'; Stable);
  -- International Rectifier Corp. ('BB'; Stable);
  -- Jabil Circuit, Inc. ('BBB-'; Stable);
  -- KLA-Tencor Corp. ('BBB'; Stable);
  -- Microsoft Corp. ('AA+'; Stable);
  -- Moneygram International Inc. ('B+'; Stable);
  -- Moneygram Payment Systems Worldwide, Inc. ('B+'; Stable);
  -- Motorola, Inc. ('BBB-'; Positive);
  -- Oracle Corp. ('A'; Positive);
  -- Sanmina-SCI Corp. ('B+'; Stable);
  -- Seagate Technology ('BB+'; Stable);
  -- SunGard Data Systems Inc. ('B'; Stable);
  -- Tech Data Corporation ('BB+'; Stable);
  -- Texas Instruments Incorporated ('A+'; Stable);
  -- The Western Union Company ('A-'; Stable);
  -- Tyco Electronics Ltd. ('BBB'; Positive);
  -- Unisys Corp. ('B+'; Stable);
  -- Xerox Corporation ('BBB'; Stable).



VERTIS HOLDINGS: Court Confirms Pre-Packaged Ch. 11 Plan
--------------------------------------------------------
Vertis Holdings, Inc. announced that the U.S. Bankruptcy Court of
the Southern District of New York has confirmed the Company's Plan
of Reorganization, clearing the way for Vertis to emerge from its
voluntary pre-packaged Chapter 11 reorganization by the end of
2010. The confirmed Plan, which was previously approved by the
overwhelming majority of note holders, will strengthen Vertis'
capital structure, reducing total debt by approximately 60
percent, or more than $700 million, while substantially lowering
interest costs, extending maturities and increasing liquidity.

Vertis also announced at the confirmation hearing that Chief
Financial Officer Gerald Sokol Jr. will be appointed to the role
of interim president and chief executive officer, effective at the
time of emergence. Mr. Sokol will succeed Quincy L. Allen, who
will be leaving at the Board's request. Vertis will launch a
comprehensive search for a permanent president and chief executive
officer and will consider all appropriate internal and external
candidates for the position. Mr. Sokol will also continue as chief
financial officer throughout the transition.

"Today's confirmation is a key milestone in positioning Vertis for
long-term growth and success," said Vertis Board member Marjorie
Bowen. "Jerry has played a pivotal role in Vertis' successful
recapitalization and brings a strong understanding of our business
and the markets we serve. We are confident in Jerry's leadership
through this transition, and we are excited about the Company's
future."

Mr. Sokol stated, "I am pleased that I will be serving as the
interim chief executive officer and look forward to working with
our Board and the management team to enhance Vertis' position as a
leading marketing communications company. I am proud of all we
have already accomplished together to strengthen our capital
structure and to give this Company the financial flexibility to
meet our clients' evolving needs through product innovation,
technology development and strategic acquisitions. I want to thank
our employees, clients, suppliers, lenders, note holders and
especially our largest shareholders, Avenue Capital and Alden
Global Capital, for all that they have done to support our
Company, and look forward to the future we will build together."

Mr. Sokol joined Vertis as chief financial officer in December
2009, overseeing the finance, IT and supply chain management
groups. Prior to joining Vertis, he served as executive vice
president of AOL Finance, Operations and Strategy for the AOL
division of Time Warner. He previously served as CEO, president
and acting board chairman for NTN Communications, an interactive
and Internet game development company, where he successfully
architected a major financial, product and organizational
restructuring. He has also held the position of vice president of
finance and treasurer at Tele-Communications, Inc. (TCI), which
was the largest U.S. cable TV company and prior owner of Liberty
Media, where he managed a $14 billion debt portfolio, structured
numerous cable and programming acquisitions, and led several IPOs.

Completion of Financing and Private Placement

Vertis' Plan of Reorganization will be effective upon satisfaction
of all closing conditions. This includes closing the Company's
previously announced $425 million Term Loan from Morgan Stanley
Senior Funding, Inc., $175 million Revolving Credit Facility from
GE Capital, Restructuring Finance and Private Placement of new
Vertis equity.

In connection with the Confirmation and pursuant to the terms of
Vertis' previously announced offer to certain eligible holders of
its outstanding 18 1/2% Senior Secured Second Lien Notes due 2012
(the ''Second Lien Notes'') to purchase up to an aggregate of
10,000,000 shares of its common stock (the "New Common Stock")
(the "Private Placement"), Vertis announced that the Payment
Deadline for the Private Placement is 10:00 a.m., New York City
time, on December 20, 2010 (the "Payment Deadline"). Eligible
holders of Second Lien Notes that validly submitted the related
subscription form (the "Subscription Form") to Kurtzman Carson
Consultants LLC, the subscription agent for the Private Placement
(the "Subscription Agent"), must deliver their subscription
payments prior to the Payment Deadline, in accordance with the
procedures set forth in the Subscription Form, in order to receive
shares of New Common Stock in the Private Placement. Subscription
payments delivered after the Payment Deadline may not be accepted
and the related Subscription Form may be deemed null and void.
Shares of New Common Stock for which subscription payments are not
received will be subscribed for by certain holders of Second Lien
Notes that have previously agreed to backstop the Private
Placement.

                     About Vertis Holdings

Vertis -- http://www.thefuturevertis.com/-- is a marketing
communications company that delivers advertising, direct marketing
and interactive solutions to prominent brands across North
America.

Baltimore, Maryland-based Vertis Holdings, Inc., filed for Chapter
11 bankruptcy protection on November 17, 2010 (Bankr. S.D.N.Y.
Case No. 10-16170).  The Debtor estimated its assets and debts at
more than $1 billion.  Affiliates also filed separate Chapter 11
petitions -- American Color Graphics, Inc. (Bankr. S.D.N.Y. Case
No. 10-16169), Vertis Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-
16170), Vertis, Inc. (Bankr. S.D.N.Y. Case No. 10-16171), ACG
Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-16172), Webcraft, LLC
(Bankr. S.D.N.Y. Case No. 10-16173), and Webcraft Chemicals, LLC
(Bankr. S.D.N.Y. Case No. 10-16174).

Mark A. McDermott, Esq., and Kenneth S. Ziman, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, serve as counsel to the Debtors.
Kurtzman Carson Consultants is the claims and notice agent.
Perella Weinberg Partners is the investment banker and financial
advisor.  FTI Consulting Inc. is the restructuring and financial
advisor.

This is the Debtors' second journey through chapter 11.  On
July 15, 2008, Vertis and American Color Graphics, each commenced
prepackaged chapter 11 cases (Bankr. D. Del. Case No. 08-11460) to
complete a merger.  In August 2008, Vertis emerged from
bankruptcy, completing a merger with ACG.


WB SANCTUARY: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------
WB Sanctuary Development Partners, LP, has filed with U.S.
Bankruptcy Court for the Southern District of Texas its list of 20
largest unsecured creditors, disclosing:

  Entity                         Nature of Claim      Claim Amount
  ------                         ---------------      ------------
Cullins Interests, Ltd
P.O. Box 1969
Spring, TX 77383                 Bullder Deposit           $50,000

PES Holdings, Inc.
11425 Hufsmith Kuykendahl        Bullder Deposit           $50,000

Delta Precast, L.L.C.
2900 De Soto
Houston, TX 77091                Trade Debt                $45,240

Bridgestone MUD                                            $27,312

Exterior Designs                 Landscape                 $14,372

Andrews & Meyers                 Services                  $12,784

ModSpace                         Trade                     $10,157

Hovis Surveying, Inc.            Services                   $8,272

Bridgestone MUD                                             $7,053

G. W. Paiser & Associates, Inc.  Tax Consultant             $6,028

Silversands Services             Landscape                  $5,069

Preventive Services LP           Services                   $2,672

Sign Solutions                   Signage                    $2,573

MetroStudy                       Services                   $2,500

Ed. L. Lewis, CPA                Services                   $2,445

Tallas Insurance Agency          Insurance                  $1,757

Construction Services Group      Trade Debt                 $1,500

Glunt Investment & Development   Postage and                $1,055
Co., Inc.                        Miscellaneous

Hoover Slovacek, LLP             Services                     $849

Texas Four                       Services                     $744

                         About WB Sanctuary

Dallas, Texas-based WB Sanctuary Development Partners, LP, filed
for Chapter 11 bankruptcy protection on December 6, 2010 (Bankr.
S.D. Tex. Case No. 10-41169).  Micheal W. Bishop, Esq., at Looper
Reed, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


WOLF HOLLOW: S&P Junks Rating on $260 Mil. Senior Loan From 'B'
---------------------------------------------------------------
Standard & Poor's Rating Services lowered its rating on Wolf
Hollow's $260 million senior secured bank facility to 'CCC+' from
'B'.  The recovery ratings on the first lien facilities remain at
'1'.

In addition, S&P lowered the rating on the $110 million second-
lien term loan to 'CCC' from 'CCC+'.  S&P revised the recovery
rating on the second-lien facilities to a '6' from a '4'.  The
outlook is negative.

The downgrade stems from project leverage, financial performance,
and refinancing risk.  S&P estimates that in the first half of
2011, Wolf Hollow will be materially close to its leverage
covenant of 8.25x.  Lower market heat rates, higher operating
costs, or a combination of these two that results in an EBITDA
that is approximately $700,000 less than current management
forecasts would result in a breach of the covenant.  Wolf Hollow's
proximity to a technical default is compounded by the fact that as
of January 2008 equity contributions are excluded in the financial
covenant calculations.

The downgrade was also driven by Wolf Hollow's financial
performance.  Though its debt service coverage ratio as per the
credit agreement has been consistently above covenanted levels of
1.2x, on the cash basis by which Standard & Poor's calculates DSCR
that takes into account major maintenance costs and capital
expenditures, the ratio has been at or below 1x each quarter on a
trailing 12-month basis from December 2009 to September 2010.

Lastly Wolf Hollow faces refinancing risk, struggling to sweep
cash to the first-lien term loan beyond the minimum required
amortization.  At the end of 2011, six months before the maturity
of the first-lien term loan, debt per kilowatt will stand at
approximately $326/kW on all drawn amounts under the first- and
second-lien term loans, $342/kW on all amounts on the first lien,
and $495/kW on a fully consolidated basis.  Recent asset sales in
the Electric Reliability Council of Texas region have cleared at
prices of approximately $330/kW.


WORKFLOW MANAGEMENT: Promises to Pay All Creditors in Full
----------------------------------------------------------
Workflow Management, Inc., et al., submitted to the U.S.
Bankruptcy Court for the Eastern District of Virginia a proposed
Plan of Reorganization and an explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Plan implements and is
built around these key elements:

   -- payment in full of all creditors through (i) payment in cash
      of certain claims in accordance with the terms of the Plan;
      (ii) reinstatement of all legal, equitable and contractual
      rights  for certain Claims; (iii) reinstatement of terms of
      the Unsecured Notes, absent any rights provided due to
      defaults that occurred or were continuing on or prior to the
      Petition Date; and (iv) the modification of the terms of (a)
      the First Lien Credit Facility and (b) the Second Lien
      Credit Facility, on substantially the terms;

   -- the preservation of Intercompany Claims, the Workflow Equity
      Interests and the Subsidiary Equity Interests;

   -- the preservation of the substantial net operating loss
      carryforward of the Debtors; and

   -- obtaining the unsecured Exit Loan.

Equity Interests of WF Capital and Subsidiary Equity Interests
will be fully reinstated and retained.

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

The Debtors are represented by:

     McGUIREWOODS LLP
     Douglas M. Foley, Esq.
     Patrick L. Hayden, Esq.
     9000 World Trade Center
     101 West Main Street
     Norfolk, VA 23510
     Tel: (757) 640-3700

     TAVENNER & BERAN, PLC
     Lynn L. Tavenner, Esq.
     Paula S. Beran, Esq.
     20 North Eighth Street, Second Floor
     Richmond, VA 23219
     Tel: (804) 783-8300

                      About Workflow Management

Headquartered in Dayton, Ohio Workflow Management, Inc., fka
Workflow Graphics, Inc. -- http://www.workflowone.com/-- offers
commercial printing services, including print buying and document
management capabilities, through three divisions: WorkflowOne,
Freedom Graphics Services, and United Envelope.  It also
distributes office products and promotional items through an
online ordering system.  Its customers include both small and
large companies throughout North America in such sectors as
financial services, health care, retail, and government.

Workflow Management Inc., and its affiliates, filed for Chapter 11
bankruptcy protection on September 29, 2010 (Bankr. E.D. Va. Lead
Case No. 10-74617).  Cullen A. Drescher, Esq., Daniel F. Blanks,
Esq., Douglas M. Foley, Esq., and Patrick L. Hayden, Esq., at
McGuireWoods LLP; Sarah Beckett Boehm, Esq., at McGuireWoods LLP;
and Rosa J. Evergreen, Esq., at Arnold & Porter LLP, assist the
Debtors in their restructuring effort.  Arnold & Porter LLP is the
Debtors' special counsel.  Kaufman & Canoles, P.C., is the
Debtors' corporate counsel.  FTI Consulting is the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.

Workflow Management estimated assets and debts at $100 million
to $500 million as of the Chapter 11 filing.


YELLOWSTONE CLUB: Buyer Opposes Blixseth's Bid to Disqualify Judge
------------------------------------------------------------------
Yellowstone Mountain Club LLC's buyer says club founder Timothy
Blixseth's accusation that the judge in the case is biased is not
grounded in reason, Dow Jones' Small Cap reports.

Instead, the buyer says it is a sign of Blixseth's dissatisfaction
with the outcome of the Montana club's restructuring, according to
the report.

The report notes CrossHarbor Capital Partners LLC, the Boston
investment firm that purchased the luxury ski-and-golf retreat out
of Chapter 11 protection in 2009, is opposing Blixseth's motion to
disqualify the bankruptcy judge charged with overseeing the club
founder's challenge to the $115-million deal because of the
judge's alleged bias against him.

"A reasonable person, with knowledge of the facts, would not be
able to reasonably question this court's impartiality,"
CrossHarbor said, the report adds.

                   About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for Chapter
11 on Nov. 10, 2008 (Bankr. D. Mont. Case No. 08-61570).  The
Company's owner affiliate Edra D. Blixseth, filed for Chapter 11
on March 27, 2009 (Bankr. D. Mont. Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC, represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.

The Court entered an order confirming The Yellowstone Club's
Chapter 11 Plan of Reorganization in June 2009.


* Fitch Gives Stable Outlook for Technology Industry in 2011
------------------------------------------------------------
Fitch Ratings has published its annual outlook on the U.S.
Technology sector.  The report titled '2011 Outlook: U.S.
Technology' gives an overview of Technology sub-sectors hardware,
IT services, semi-conductors, distributors, and electronic
manufacturing services, among others.

Fitch has a Stable Outlook on the U.S. Technology sector for 2011.
Fitch expects global Information Technology spending in 2011 to
exceed worldwide GDP with mid-single digit growth driven by
emerging markets, continued commercial refresh of PC's and
servers, and increased demand for storage, analytics and
virtualization products.  Operating profitability should continue
to improve as cost reduction initiatives result in positive
operating leverage.  Fitch expects higher growth will be mitigated
by a pressured public sector, normalized supply chain demand with
minimal benefit from inventory replenishment, and potential
pricing pressures from the increasing overlap of product offerings
by the largest IT companies.

Given the general fragility of the economy, Fitch believes there
is limited upside ratings potential for the overall sector outside
of companies already on positive outlook.  Nonetheless, the
majority of investment grade IT companies have material amounts of
liquidity, as well as debt capacity at existing ratings.  The
biggest concern heading into 2011 is the risk IT companies use up
this liquidity and capacity (via shareholder returns and/or
exorbitant M&A premiums) on the heels of an economic downturn.
This concern is mitigated by the sectors' historically
conservative stance towards leverage and shareholder returns.

The stable outlook takes into account Fitch's belief that the
sector has adequate capacity to withstand an unforeseen downturn
in the economy.  The consistency and rational behavior of the
supply chain served the industry well during challenging economic
and industry conditions, and Fitch expects similar behavior will
continue to benefit the industry in 2011.

Key Themes and Concerns of Fitch's IT Outlook:

  -- Heading into 2011, the Investment Grade Technology sector is
     marked by strong liquidity and, in many cases, debt capacity
     at existing ratings. As such, Fitch believes these Investment
     Grade Technology companies could withstand a double-dip
     recession and still maintain existing ratings. The high-yield
     technology sector for the most part does not benefit from
     this flexibility as companies, including First Data and
     Freescale, would likely not be able to withstand another
     pullback in the economy.

  -- Fitch expects M&A activity to continue to be robust in 2011
     led by the continued push for end-to-end enterprise solutions
     and the need to solidify market positions in higher growth
     areas within the IT industry, such as storage and security.
     Positively, most M&A activity will likely be in the moderate
     range ($3 billion and below) and to be at least partially
     funded with cash.  Shareholder demands have been very limited
     over the last year And Fitch expects companies with large
     cash balances but working capital deficits (i.e., A/R and
     Inventory less A/P and Deferred Revenues) will continue to
     take a measured approach to share repurchases, dividends, and
     M&A.

  -- Pricing pressures and limited demand visibility are likely to
     continue for the foreseeable future.  Further, Fitch expects
     fiscal issues related to the public sector will worsen over
     the course of 2011 and therefore could dampen intermediate
     term growth.

  -- LBO risk will continue to garner headlines as many companies
     trade at low multiples relative to prior years.  However, the
     fallout of deals related to Fidelity National and Seagate
     over the last nine months could point to a more conservative
     stance for now by lenders and equity sponsors towards the
     pricing pressures and hyper-cyclical nature of the IT sector.

  -- The consumer shift to tablets and smart phones will likely be
     at the expense of traditional personal computers and
     printers.  This could result in elongated lifecycles for
     consumer PCs and printers.  As such, PC manufacturers that
     have traditionally benefited from a favorable cash conversion
     cycle on these consumer products could have a negative impact
     to free cash flow.

A list of Fitch-rated issuers in the U.S. technology sector and
their current Issuer Default Ratings:

  -- Accenture Plc. ('A+'; Stable);
  -- Advanced Micro Devices, Inc. ('B'; Stable)
  -- Agilent Technologies Inc. ('BBB'; Positive);
  -- Anixter Inc. ('BB+'; Stable);
  -- Anixter International Inc. ('BB+'; Stable);
  -- Arrow Electronics, Inc. ('BBB-'; Stable);
  -- Avnet, Inc. ('BBB-'; Stable);
  -- Broadridge Financial Solutions ('BBB+'; Stable);
  -- CA Inc. ('BBB+'; Stable);
  -- Computer Sciences Corp. ('BBB+'; Positive);
  -- Convergys Corp. ('BBB-'; Stable);
  -- Corning Incorporated ('BBB+'; Positive);
  -- Dell Inc. ('A'; Stable);
  -- Eastman Kodak Company ('B-'; Negative);
  -- eBay, Inc. ('A'; Stable);
  -- First Data Corp. ('B'; Stable);
  -- Fidelity National Information Services Inc. ('BB+'; Stable);
  -- Flextronics International Ltd. ('BBB-'; Stable);
  -- Freescale Semiconductor, Inc. ('CCC'; Positive);
  -- Hewlett-Packard Company ('A+'; Stable);
  -- Ingram Micro Inc. ('BBB-'; Stable);
  -- International Business Machines Corp. ('A+'; Stable);
  -- International Rectifier Corp. ('BB'; Stable);
  -- Jabil Circuit, Inc. ('BBB-'; Stable);
  -- KLA-Tencor Corp. ('BBB'; Stable);
  -- Microsoft Corp. ('AA+'; Stable);
  -- Moneygram International Inc. ('B+'; Stable);
  -- Moneygram Payment Systems Worldwide, Inc. ('B+'; Stable);
  -- Motorola, Inc. ('BBB-'; Positive);
  -- Oracle Corp. ('A'; Positive);
  -- Sanmina-SCI Corp. ('B+'; Stable);
  -- Seagate Technology ('BB+'; Stable);
  -- SunGard Data Systems Inc. ('B'; Stable);
  -- Tech Data Corporation ('BB+'; Stable);
  -- Texas Instruments Incorporated ('A+'; Stable);
  -- The Western Union Company ('A-'; Stable);
  -- Tyco Electronics Ltd. ('BBB'; Positive);
  -- Unisys Corp. ('B+'; Stable);
  -- Xerox Corporation ('BBB'; Stable).


* Moody's Says PIK-Toggle Debt More Likely to Default
-----------------------------------------------------
Moody's said December 9 that its study of 62 companies that issued
debt with payment-in-kind toggle features, mostly during the
credit bubble, shows a default rate of almost 30% in 2009, which
is substantially higher than the 17% default rate for other
comparably rated corporate issuers, said the ratings agency in a
new report.  Over two-thirds of the PIK defaults were distressed
exchanges.

"The PIK toggle feature allows borrowers to choose whether to pay
interest in cash, by issuing more debt, or some combination of
both," said Lenny Ajzenman, Moody's Senior Vice President.  "The
structure is often seen as a way a company can get through a rough
patch without defaulting," he added.

However, Moody's study shows that the PIK toggle issuers were more
likely to have their ratings downgraded from the single "B"
category to the "Caa" and "Ca" categories, and that they also had
a much higher average annual default rate over the last four
years.

"Many of these companies had private equity sponsors, which tend
to favor distressed exchanges because equity investments are more
likely to be preserved under this default method than under a
bankruptcy," said Mr. Ajzenman.

Despite these defaults, a PIK election is not always a sign of
weakening credit quality, the report said.  Some companies in the
study used the PIK feature to deploy cash for growth investments
or capital spending, rather than for interest.

Some used PIK with little effect on their ratings or liquidity,
while others didn't exercise the PIK option at all.  Nevertheless,
the high incidence of default among PIK toggle issuers suggests
that this feature was associated with risky capital structures
during the 2006 to 2008 period.  "About half of the companies we
analyzed exercised the PIK option and had rating downgrades or
defaults," Mr. Ajzenman noted.  Some of these companies remain
low-rated and at high risk of a subsequent default.

The report, "PIK Toggle: Not So Kind During the Downturn," is
available on Moody's web site, http://www.moodys.com/


* Claims Trading Perks Up in November on Lehman Revival
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to data compiled from court records by
SecondMarket Inc., the trading of claims against bankrupt
companies perked up in November with an increase in trading of
liabilities owing by Lehman Brothers Holdings Inc.  Only three
months in the last year had more claim trades than November, based
on notices filed in bankruptcy courts, according to data compiled
from court records by SecondMarket Inc.

SecondMarket, which tracks claims trading of 500 debtors, says
Lehman holding company was responsible for 285 trades in November
representing $2.84 billion face amount of claims.  Lehman
represented 88 percent in dollar amount of all November trades.
Over the last year, traded claims of Lehman and its brokerage
subsidiary totaled $36.25 billion.  Casino owner Trump
Entertainment Resorts Inc. was in second place with five traded
claims for $730 million.

According to SecondMarket, November's totals were given a
$205 million boost when Bank of America NA sold its mortgage
against the 49-story Everglades on the Bay condominium in Miami.


* Blackstone Bankruptcy Team Founder Art Newman Dies
----------------------------------------------------
Michael J. De La Merced, writing for The New York Times' DealBook,
reports that Arthur B. Newman, the founder of the Blackstone
Group's restructuring practice and one of the deans of the
bankruptcy world, died on Thursday morning, a spokesman for the
firm said.  He was 67.  The cause was cancer, the spokesman, Peter
Rose, told DealBook.

The NY Times notes Mr. Newman retired last year as co-head of
Blackstone's restructuring practice, which is one of the major
players in the industry.


* BOOK REVIEW: A Hundred Years of Medicine
------------------------------------------
Authors: C. D. Haagensen and Wyndham E. B. Lloyd
Publisher: Beard Books
Softcover: 460 pages
List Price $34.95
Review by Henry Berry

A Hundred Years of Medicine is presented in four parts.  Part I
discusses the historical background of modern medicine, which is
considered to have begun in England around the middle of the
1700s.  About half of the chapters in Part II on the history of
infectious disease remain, for the most part, as Lloyd wrote them.
The other half of Lloyd's chapters in Part II and all of Part III,
"Surgery During the Last Hundred Years," and Part IV, "New Social
Aspects of Medicine," have been entirely rewritten by Haagensen.
Haagensen's extensive 2000 update of Lloyd's original 1943 work is
in keeping with that author's original intention that his
"historical essay may prove to be of value not only to the layman
[its primary audience] . . . but also to those medical
practitioners and students who have not found time for any
specialized study of the history of medicine."

This book is not presumed nor intended to be comprehensive.  Lloyd
remarks in the preface to the original edition that his intent is
to present the subject matter in a manner that is not "too
technical [for] the non-medical reader."  However, A Hundred Years
of Medicine does provide a thorough discussion of medical issues,
including advances in surgery during this time, that the reader is
certain to find fascinating.

Part I, a general history of medicine titled "Medicine Up to a
Hundred Years Ago," demonstrates the progress that has been made
in the medical field, including the contributions of its primary
professionals (doctors) and institutions (hospitals).  Hospitals,
which became prevalent in the eighteenth century, were not only
centers for the treatment of medical problems, but also served as
places for conducting scientific and research studies that would
further the field of medicine.  Part I also contains a broad
historical section that sets the context for the advances in
understanding and treatment of disease and the major improvements
in surgical procedures during the nineteenth and early twentieth
centuries.

In the second and third parts, on diseases and surgery
respectively, the reader learns that "important medical advances
are not made in a single day but are generally the result of a
laborious series of steps made by a number of different workers
over long periods of years."  It is here that the book moves from
a historical treatise to a discussion of particular medical
conditions and their treatments.  Lloyd and Haagensen illuminate
the developments in chronological order so the reader can
appreciate the challenges, breakthroughs, and notable junctures in
medical and surgical achievements.  The authors also follow,
however, parallel developments in other areas of medicine that,
taken together, portray the forward movement of the entire medical
field.  In line with this approach, the general subject of disease
in Part II is delineated into chapters on the three main areas of
developments of germ theory: ineffective organisms, germs outside
the body, and germs inside the body.  Also found in this part are
separate chapters on the introduction of chemotherapy; the
campaigns to combat tuberculosis, diabetes, and anemia; and the
role of vitamins in preventive medicine.

The nineteenth century was notable for the large strides made in
the recognition, diagnosis, and treatment of disease.  At the core
of this advancement was the discovery of the animal cell.  This,
in turn, led to the conception of the living body as a vast
organization consisting of millions of tiny individual cells.
This view, which came to be known as Cell Theory, quickly spread
throughout the medical field because it answered centuries-old
medical mysteries and gave doctors scientifically-based guidance
for identifying and treating diseases.  Eventually it led to
developments in disease prevention and public sanitation for
individuals and governments.  First posited little more than one
hundred years ago, Cell Theory remains the basic principal of
today's medical field by which doctors are educated and trained
and diseases are treated.

In recent decades, Cell Theory has led to remarkable progress in
the treatment of cancer and one day may result in a cure for it,
as tuberculosis and polio were cured in earlier times.

The authors similarly cover the historical turning point in the
field of surgery.  Surgery is considered the "opening of the great
cavities of the body, the abdomen and chest . . . to operate upon
the viscera."  Before the early 1800s, medical treatment had been
limited to dealing with wounds and diseases on the "surface of the
body and in the extremities."  There were no doctors called
surgeons as such.  But in 1809 in his home in Danville, Kentucky,
where he had begun his practice in 1795, thirty-eight-year old
Ephraim McDowell removed a twenty-two and a half-pound ovarian
tumor from a woman in what was the first surgery lasting twenty-
five minutes without anesthesia.  It was seven years before
McDowell performed another ovariotomy, and not until the 1820s
before other doctors performed the operation.  With the
introduction of anesthesia in the early 1840s, surgery quickly
moved into new areas and developed rapidly.

With such engaging, sometimes dramatic material and portrayals of
the pioneers of medicine, A Hundred Years of Medicine offers a
readable and memorable history of medicine.

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***