TCR_Public/101220.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 20, 2010, Vol. 14, No. 352

                            Headlines

A & J AUTO: Files for Chapter 7 Bankruptcy
ALEXANDER PROPERTIES: Case Summary & 17 Largest Unsec. Creditors
ALTER COMMUNICATIONS: Court Confirms Chapter 11 Exit Plan
AMARU INC: Restates 2009 10K; Has $33.7 Million Restated Net Loss
AMBAC FIN'L: Applies for Blackstone as Financial Advisor

AMBAC FIN'L: Proposes Dewey & LeBoeuf as Counsel
AMBAC FIN'L: Proposes Togut Segal as Conflicts Counsel
AMBAC FIN'L: Wants KPMG LLP as Tax Consultants
AMERICAN REMANUFACTURERS: Reopened to Pursue Avoidance Actions
AMERICAN STANDARD: Garnishment Release Doesn't Equal New Value

AMERIGAS PARTNERS: Moody's Affirms 'Ba2' Corporate Family Rating
ANGIOTECH PHARMA: Exchange Offer Start Deadline Moved to Jan. 11
APPALACHIAN COMMUNITY BANK: Closed; Peoples Bank Assumes Deposits
ARYX THERAPEUTICS: Restructuring Plan Terminates All Employees
ASHLAND LAKES: Case Summary & 19 Largest Unsecured Creditors

ASTRUM MARKETING: Not Affiliated with Newport's Astrum Hearing
AVP PRO BEACH: Volleyball Sold to Owner-Lender RJSM
BAKERS FOOTWEAR: Posts $8.9 Million Net Loss in October 30 Quarter
BANK OF AMERICA: S&P Raises Hybrid Ratings to 'BB+' From 'BB'
BANK OF MIAMI: Closed; 1st United Bank Assumes All Deposits

BERNARD L MADOFF: Trustee Settles with Picower Estate for $5-Bil.
BEST ENERGY: Issues Warrants to Eliminate $125,000 Term Loan Debt
BIOVEST INTERNATIONAL: Posts $8.2 Million Net Loss in Fiscal 2010
BRESNAN BROADBAND: S&P Withdraws 'B+' Corporate Credit Rating
CABLEVISION SYSTEMS: New Unit Acquires Bresnan Properties

CABLEVISION SYSTEMS: Board Approves Rainbow Leveraged Spin-Off
CAPSALUS CORP: White Hat Founder Named New Chief Executive
CATHAY FOREST: Unable to Timely File 3rd Quarter Fin'l Statements
CENTRAL FALLS, R.I.: Needs State Aid to Avert Collapse
CHENIERE ENERGY: Paulson Entities Disclose 4.9% Equity Stake

CHESTATEE STATE BANK: Closed; Bank of Ozarks Assumes All Deposits
CHINA TEL: ChinaTel and GBNC to Contribute Resources in China
CHRYSLER LLC: Chrysler Holding Dismissed From Auto Dealer's Suit
CINRAM INTERNATIONAL: Bank Debt Trades at 23% Off
CITIGROUP INC: S&P Raises Rating on Junior Debt to 'BB+'

CLAIRE'S STORES: Moody's Upgrades Corp. Family Rating to 'Caa2'
CLARE HOUSE: Court Says Residents Have Interest in Real Property
CLAIRE'S STORES: Bank Debt Trades at 9% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 15% Off in Secondary Market
CLEARWIRE CORP: Intel Corporation Discloses 33.1% Equity Stake

CLEARWIRE CORP: Purchasers Exercise Over-Allotment Option
COMMUNITY NATIONAL: Closed; Farmers & Merchants Assumes Deposits
COMPETITIVE TECH: Posts $1.1 Million Net Loss in Oct. 31 Quarter
COMPOSITE TECHNOLOGY: Posts $19.8 Million Net Loss in Fiscal 2010
COMPUTER CONSULTANTS: Case Summary & 20 Largest Unsec Creditors

COUNTERPATH CORP: Posts $846,000 Net Loss in October 31 Quarter
DEX MEDIA EAST: Bank Debt Trades at 20% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 10% Off in Secondary Market
DIVERSIFIED INDUSTRIES: Creditors Accepts Proposal Under BIA
DOABA ENTERPRISES: Case Summary & 6 Largest Unsecured Creditors

DREIER LLP: Trustee Files Lawsuit Against 2 Investors for $144.4MM
DREIER LLP: Trustee Files Lawsuit to Get Rid Of $101 Million Claim
DREIER LLP: Trustee Files One Dozen Fraud Lawsuits
DRYSHIPS INC: Offering of Ocean Rig Stock at $17.5 Per Share
DYNEGY INC: Icahn Deal Won't Affect Moody's 'Caa1' Rating

EDUCATION RESOURCES: Court Clarifies First Marblehead Order
EMPIRE RESORTS: L. Cappelli Owns 3.6 Million Shares
ENERGAS RESOURCES: Delays Filing of Quarterly Report on Form 10-Q
ENIO CORDOBA: Case Summary & 19 Largest Unsecured Creditors
EPICEPT CORP: Terminates Equity Distribution Deal With Maxim

FIFTH THIRD: Fitch Affirms Support Rating Floor at 'B'
FILENE'S BASEMENT: Second Distribution Made to Creditors
FILMYARD HOLDINGS: S&P Assigns Corporate Credit Rating at 'B'
FIRST SOUTHERN BANK: Closed; Southern Bank Assumes All Deposits
FIRST PROTECTION: 9th Cir. Rejects LLC Transfer Defense

FLOWSERVE CORP: S&P Assigns 'BB+' Rating to $1 Bil. Loan
FOXBOROUGH ULTRAMAR: Case Summary & 13 Largest Unsecured Creditors
FPD LLC: Sale Hearing on Anderson Pointe Project Today
FREESCALE SEMICONDUCTOR: Bank Debt Trades at 5% Off
GELTECH SOLUTIONS: Shatner Gets Options for 2MM Shares for Svcs.

GLOBAL DIVERSIFIED: Delays Filing of Form 10-Q for October 31
GREAT ATLANTIC & PACIFIC: Proposes to Honor Customer Programs
GREAT ATLANTIC & PACIFIC: Proposes to Pay Wages & Benefits
GREAT ATLANTIC & PACIFIC: Wants to Honor Trust Fund Obligations
GREAT ATLANTIC & PACIFIC: Wants to Pay Warehousing Charges

GREENBRIER COS: To Sell 3-Mil. Shares in At-The-Market Offering
GTC BIOTHERAPEUTICS: LFB Discloses 100% Equity Stake
HAMILTON BEACH: S&P Raises Corporate Credit Rating to 'B+'
HDT WORLDWIDE: S&P Withdraws 'B' Corporate Credit Rating
HERBST GAMING: Bank Debt Trades at 42% Off in Secondary Market

HUSKY ENERGY: Moody's Reviews 'Ba1' Junior Subordinated Rating
HUNTER DEFENSE: S&P Affirms Corporate Credit Rating at 'B+'
HAMPTON ROADS: Former WTC Market Manager Named Shore Bank CEO
HERCULES OFFSHORE: Files Offshore Fleet Status Report
HARRAH'S ENTERTAINMENT: HOC Bank Debt Trades at 104.63%

HAWKER BEECHCRAFT: Bank Debt Trades at 14% Off in Secondary Market
HYTHIAM INC: Kelly McCrann Joins Board of Directors
HYTHIAM INC: Irving Co. Office Space Lease Extended Through 2013
IDEARC INC: Settlement of Levy Class Suit Not Enforceable
INFOLOGIX INC: Has Deal to Sell to Stanley at $4.75 Per Share

INOVA TECHNOLOGY: Has Backlog of $20-Mil. of Funded Projects
INOVA TECHNOLOGY: Delays Form 10-Q for Oct. 31 Quarter
INTELSAT SA: Reorganization to Be Complete in "Next Few Months"
INTERNATIONAL COAL: Fairfax and WL Ross May Resell 40-Mil. Shares
IRVINE SENSORS: Issues $118,600 in Promissory Notes

J'S CONSTRUCTION: Case Summary & 8 Largest Unsecured Creditors
JAKE'S GRANITE: District Court Rules on SNS Lawsuit
JAMES MACPHERSON: Case Summary & 20 Largest Unsecured Creditors
JOHNS-MANVILLE: Bankr. Ct. Directs Travelers to Pay Settlement
KAPWEST CORP: Case Summary & Largest Unsecured Creditor

KH FUNDING: Court Extends Filing of Schedules Until Dec. 30
LA VILLITA: Case Summary & 20 Largest Unsecured Creditors
LEHMAN BROTHERS: Aussie Liquidators Want Revised PTCL Deal
LEHMAN BROTHERS: Copy of Settlement With Heritage Fields
LEHMAN BROTHERS: LBI Trustee Removal Period Extended to June

LEHMAN BROTHERS: LBI Trustee Wants to Compel UBS Payment
LEHMAN BROTHERS: LBI Trustee Wants Until May 9 to Decide on Leases
LITTLE TOKYO: Gets Permission to Use Cash Collateral Until March 4
LOCAL INSIGHT: Names Zipper's J. Sakys as Interim Controller & CAO
LOEHMANN'S INC: Wins Nod for $25 Million Rights Offering

LOUIS PEARLMAN: Court Says Bank Fraud Wasn't a Ponzi Scheme
METRO-GOLDWYN-MAYER: Debt Trades at 56% Off in Secondary Market
METRO-GOLDWYN-MAYER: Moelis Approved as Financial Advisor
METRO-GOLDWYN-MAYER: Reed Smith Serves as Counsel for German Unit
MICHAEL BROSNAN: Case Summary & 12 Largest Unsecured Creditors

MOMENTIVE SPECIALTY: New KG to Guarantee Foreign Secured Debt
MULTI-PLASTICS INC: Section 341(a) Meeting Scheduled for Jan. 12
NADOWESSIOUX PROPERTIES: Voluntary Chapter 11 Case Summary
NAVISTAR INT'L: Panel OKs 2011 Incentive Plan Criteria
NELS ANDERSON: Case Summary & 20 Largest Unsecured Creditors

NEOMEDIA TECHNOLOGIES: Acquires US Patent Rights from BP GBL
NEW ORIENTAL: NASDAQ Grants Request to Remain Listed
NORTHWESTERN STONE: Case Summary & 20 Largest Unsecured Creditors
NYC OFF-TRACK: Few Potential Rescue Plans Floating Around
N.L.C. UNITRUST: Case Summary & 2 Largest Unsecured Creditors

OSI RESTAURANT: Bank Debt Trades at 6% Off in Secondary Market
OTC HOLDINGS: Wins Confirmation of Reorganization Plan
PALAZZO SPLENDORE: Case Summary & Largest Unsecured Creditor
PARK AVENUE GARAGE: 2nd Cir. Affirms Lease Rejection Ruling
PENINSULA GAMING: S&P Puts 'B+' Rating on CreditWatch Negative

P.M.C. VENTURES: Voluntary Chapter 11 Case Summary
POINT BLANK: Committees Have Permission to File Plan
POINT BLANK: Rejects Class-Action Settlement Agreement
PRIUM SPOKANE: Case Summary & 14 Largest Unsecured Creditors
QUEPASA CORP: Has Deal to Sell 1.71MM Shares for $12.9MM

RACE POINT: Moody's Affirms 'Ba2' Rating on $275 Mil. Loan
RAJAK JAMAL: Case Summary & 4 Largest Unsecured Creditors
REALOGY CORP: Bank Debt Trades at 7% Off in Secondary Market
REALOGY CORP: S&P May Put 'C' Rating on Notes After Exchange Offer
REDCO DEVELOPMENT: Plan Filing Exclusivity Extended Until Jan. 31

REDDY ICE: Grants Stock Options to Executives Under Incentive Plan
REGAL ENTERTAINMENT: Faces Criminal Charges by Kings County DA
REXAIR LLC: Moody's Assigns 'B1' Ratings to New Senior Facilities
RHI ENTERTAINMENT: Wins Interim Loan to Support Prepack Case
RHI ENTERTAINMENT: Has Interim OK to Continue Film Financing Pacts

RIGGING & WELDING: Gets OK to Obtain Financing to Buy Cranes
RITE AID: Incurs $79.1-Mil. Net Loss in Nov. 27 Quarter
RODOLFO MIRANDA: Case Summary & 20 Largest Unsecured Creditors
RUSSELL EBERSOLE: Motion for Relief from Stay Conditionally Denied
SANITARY AND IMPROVEMENT: Chapter 9 Case Summary & Creditors List

SEARCHMEDIA HOLDINGS: Files Form 10-Q; Has $8MM Loss in 1st Qtr.
SEQUENOM INC: ObGyn Journal Accepts Unit's Research Results
SINOBIOMED INC: Acquires All Data Center Assets of Keychain Ltd.
SPARTA COMMERCIAL: Delays Form 10-Q for October 31 Quarter
STILLWATER MINING: To Buy Benton's Interest in Bermuda Property

SWIFT INSTRUMENTS: Ch. 7 Trustee Fails in Subordination Bid
SWIFT TRANSPORTATION: Moody's May Raise Ratings on Public Offering
SWIFT TRANSPORTATION: Moody's Raises Corp. Family Rating to 'B2'
TAB ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
TELEFLEX INC: S&P Assigns 'BB' Corporate Credit Rating

TERRA INDUSTRIES: Moody's Withdraws 'Ba3' Corporate Family Rating
TERRESTAR NETWORKS: Committee Proposes FTI as Advisor
TERRESTAR NETWORKS: Proposes Epiq as Subscription Agent
TERRESTAR NETWORKS: Wins Nod for Blackstone as Fin'l Advisor
TIB FINANCIAL: Reverse Stock Split Reduces Shares to 50,000,000

TITAN INTERNATIONAL: S&P Affirms 'B+' Corporate Credit Rating
TOXAWAY 64: Case Summary & 4 Largest Unsecured Creditors
TRAILER BRIDGE: S&P Affirms 'B-' Corporate Credit Rating
TREETOPS OF PAGOSA: Case Summary & 5 Largest Unsecured Creditors
TRIBUNE CO: Bank Debt Trades at 32% Off in Secondary Market

TRICO MARINE: Closes Sale of Trico Saber and Trico Star to Lewek
TRICO MARINE: Authorized Again to Sell Vessel Truckee River
TWAIN CONDOMINIUMS: Case Summary & 20 Largest Unsecured Creditors
UNITED AMERICAS: Closed; State Bank and Trust Assumes Deposits
UNITED MARITIME: S&P Affirms 'B' Corporate Credit Rating

USEC INC: Former Bechtel Chief Elected to Board of Directors
VALLECITO GAS: No Answer If Mineral Lease Transfer Violated Stay
VEBLEN WEST: Cash Collateral Use Hearing Today
VEBLEN WEST: Equity Owners Withdraw Proposed Plan
VERENIUM CORP: To Issue 2-Mil. Shares Under Incentive Plan

VERENIUM CORP: Reports 2010 Business Update and 2011 Outlook
VITRO SAB: Wins Victory Over Noteholders in New York Court
WASTE2ENERGY HOLDINGS: Misses $75,000 Principal Due December
WASTE2ENERGY HOLDINGS: Sells $83,000 Notes in Private Placement
WILDERNESS CROSSINGS: U.S. Trustee's Conversion Request Rejected

WORKFLOW MANAGEMENT: Has Cash Use, Disclosure Hearing for Jan. 13

* Moody's Low-Rated Junk Companies Have $109-Bil. in Maturities
* S&P's Says Global Corporate Defaults Now 76 After A&P Demise
* Bank Failures Reach 157 This Year as 6 More Lenders Close

* BOND PRICING -- For Week From Dec. 13 to 17, 2010

                            *********

A & J AUTO: Files for Chapter 7 Bankruptcy
------------------------------------------
Laura Mortkowitz, writing for Crain's New York Business, reports
that Bronx-based A & J Auto Parts & Sales, which does business as
Junk Cars R Us, filed for Chapter 7 bankruptcy in U.S. Bankruptcy
Court, listing assets of $64,500 and liabilities of $539,823.

The report says four car-donation organizations are among the 45
creditors with claims against the company.  Charities had sold
donated junk cars to A & J, which the company then scrapped.
However, the company still owed the charities money, with Kars 4
Kids claiming $25,375.

According to the report, the shop is facing six lawsuits, five of
which have reached judgment and were business-related, dealing
with non-payment of advertising, an alarm system and worker's
compensation.  Bankruptcy lawyer Gregory Kuczinski said the
company's bank accounts were restrained, and it was unable to do
business.  The sixth suit, filed by the company's landlord, will
be stayed because of the bankruptcy filing.  A & J is currently in
the process of closing down.

A & J Auto Parts & Sales, which does business as Junk Cars R Us,
is a 5-year-old auto salvage company.

The report notes the company's owner, Anthony Falgiano, also owns
A & J Auto Parts in Swiftwater, Penn., which is not closing
because it is a separate corporation.


ALEXANDER PROPERTIES: Case Summary & 17 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Alexander Properties, L.L.C.
        c/o Kyriakos Efthimiadis
        510 Duvall Lane
        Annapolis, MD 21403

Bankruptcy Case No.: 10-38095

Chapter 11 Petition Date: December 14, 2010

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

Judge: Nancy V. Alquist

Debtor's Counsel: James C. Olson, Esq.
                  10451 Mill Run Circle, Suite 400
                  Owings Mills, MD 21117
                  Tel: (410) 356-8852
                  Fax: (410) 356-8804
                  E-mail: jcolson@msn.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-38095.pdf

The petition was signed by Kyriakos Efthimiadis, managing member.


ALTER COMMUNICATIONS: Court Confirms Chapter 11 Exit Plan
---------------------------------------------------------
According to the Baltimore Business Journal, Judge James F.
Schneider of the Baltimore bankruptcy court approved Alter
Communications Inc.'s Chapter 11 exit plan on December 16.  Under
the plan, Alter's unsecured creditors will divide 85% of the
company's earnings over the next five years.  The plan should go
into effect late next month, according to Business Journal.

Melanie Cohen, writing for Dow Jones' Daily Bankruptcy Review,
reports that according to court documents filed with the
bankruptcy court in October, all priority claims will be fully
repaid and disputed claims won't be paid until they become
allowed.  The plan should become effective 30 days after the
plan's confirmation.

Based in Baltimore, Maryland, Alter Communications publishes the
Baltimore Jewish Times.  Other publications include the magazine
Style, with 90,000 circulation, and Chesapeake Life, with a
circulation of 57,000.

Alter Communications filed for Chapter 11 (Bankr. D. Md. Case No.
10-18241) on April 14, 2010.  Alan M. Grochal, Esq., and Maria
Ellena Chavez-Ruark, Esq., at Tydings and Rosenberg, in Baltimore,
serve as the Debtor's bankruptcy counsel.  The Debtor listed both
estimated assets and debts between $1 million and $10 million.


AMARU INC: Restates 2009 10K; Has $33.7 Million Restated Net Loss
-----------------------------------------------------------------
Amaru, Inc., filed on December 15, 2010, Amendment No. 3 to its
Form 10-K for the fiscal year ended December 31, 2009.

On May 28, 2010, the Company announced that its previously issued
financial statements for the year ended December 31, 2009,
included in the Company's Form 10-K, which was filed on March 31,
2010, should no longer be relied upon.

Management began a review of its reporting policies with respect
to its film library and concluded that its film library should
have been impaired at December 31, 2009, based upon a lack of
historical revenue from which to calculate a fair value in
accordance with ASC 926, "Entertainment - Films."  This Amendment
on Form 10-K/A includes the changes and restatement of the
December 31, 2009 year ended financial statements.

As a result, the Company's film library was written down an
additional $8,547,662 and recorded on the income statement as an
impairment loss on film library.  This resulted in an increase in
net loss and accumulated deficit for the period ended December 31,
2009, in the amount of $8,547,662.

The Company reported a restated loss of $33.7 million on $22,016
of revenue for 2009, compared with a net loss of $17.2 million on
$203,066 for 2008.

The Company's restated balance sheet at December 31, 2010, showed
$4.23 million, $3.40 million, and stockholders' equity of
$835,348.

Mendoza Berger & Company, LLP, in Irvine, California, expressed
substantial doubt about Amaru, Inc.'s ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted of the Company's accumulated losses
from operations at December 31, 2009, and lack of significant
revenue.

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

               http://researcharchives.com/t/s?7117

                       About Amaru Inc.

Singapore-based Amaru Inc. provides entertainment-on-demand and e-
commerce channels on Broadband, and 3G devices.  The Company
delivers both wire and wireless solutions, streaming via
computers, TV sets, PDAs and 3G hand phones.  The Company launches
e-commerce channels (portals) that provide on-line shopping but
with a difference, merging two leisure activities of shopping and
entertainment.


AMBAC FIN'L: Applies for Blackstone as Financial Advisor
--------------------------------------------------------
Ambac Financial Group, Inc., seeks the Bankruptcy Court's
permission to employ Blackstone Advisory Partners L.P. as its
financial advisor, nunc pro tunc to the Petition Date.

As the Debtor's financial advisor, Blackstone will:

  (a) assist in the development of financial models, cash flow
      projections and liquidity needs of the Debtor and its
      primary subsidiary Ambac Assurance Corporation;

  (b) assist in the development of financial data and
      presentations to the Debtor's board of directors, various
      creditors and other third parties;

  (c) analyze various restructuring scenarios and the potential
      impact of these scenarios on the recoveries of those
      stakeholders;

  (d) provide strategic advice with regard to restructuring or
      refinancing the Debtor's obligations;

  (e) evaluate the Debtor's debt capacity and alternative
      capital structures;

  (f) participate in negotiations among the Debtor and its
      creditors and other interested parties;

  (g) value securities offered by the Debtor in connection with
      restructuring of its obligations;

  (h) provide expert witness testimony concerning any of the
      financial advisory services provided by Blackstone;

  (i) provide general advice on asset sale alternatives; and

  (j) provide other advisory services as are customarily
      provided in connection with the analysis and negotiation
      of a Chapter 11 case as requested and mutually agreed.

The Debtor has agreed to pay Blackstone in accordance with this
fee structure:

  1. A monthly advisory fee of $250,000, payable in cash on the
     eighth day of each month following the Petition Date.

  2. An additional fee equal to $8,000,000 payable upon
     consummation of a restructuring.  A restructuring will be
     deemed to have been consummated upon the execution,
     confirmation and consummation of a Plan of Reorganization
     pursuant to an order of the Court or the sale of all or
     substantially all of the Company or its assets.

  3. Reimbursement of all reasonable out-of-pocket expenses
     incurred during the engagement.  The Debtor will pay
     Blackstone on the Petition Date and maintain thereafter a
     $25,000 expense advance for which Blackstone will account
     upon termination of the engagement.

From June 2009 through November 2010, the Debtor, either directly
or indirectly through a subsidiary, paid to Blackstone about
$1,517,3212 in fees and expenses as compensation for prepetition
professional services including those relating to a potential
capital raise for the Debtor, the potential restructuring of the
Debtor's debt capital structure, and the potential commencement
of the Debtor's Chapter 11 case.

Robert J. Gentile, vice president in the compliance department of
Blackstone, discloses that his firm has been engaged by certain
parties-in-interest in the Debtor's Chapter 11 case in matters
unrelated to the bankruptcy case.  Among other things, he reveals
that:

  * Affiliates of Blackstone serve as general partners for and
    manage a number of private investmnet funds, of which the
    investors are primarily hundreds of unrelated third parties;

  * Some of the financial institutions that are parties-in-
    interest and certain other parties-in-interest may have co-
    invested with Blackstone Funds or may have extended credit
    or provided investment banking services to Blackstone, the
    Blackstone Funds or companies owned by the Blackstone Funds;

  * Blackstone may enter into confidentiality agreements with
    certain parties-in-interest;

  * Blackstone is engaged to provide advisory services to five
    parties-in-matters in matters unrelated to the Debtor or
    its Chapter 11 case.  Three of those parties are American
    International Group, Bank of Scotland, and Deutsche Bank.
    The other parties' names have been withheld due to
    confidentiality agreements;

  * Blackstone has been engaged to provide financial advisory
    services by Davis Polk & Wardwell LLP, as counsel to
    JPMorgan Chase Bank, N.A.;

  * Blackstone has been engaged to provide financial advisory
    services by Kirkland & Ellis LLP, as counsel to the ad hoc
    committee of secured lenders in Capmark Financial Group
    Inc.'s bankruptcy case;

  * Blackstone has been engaged to provide advisory services by
    counsel to an ad hoc committee of creditors, which eight
    members are parties-in-interest in the Debtor's Chapter 11
    case.  The identity of the eight members is subject to
    confidentiality agreements to which the firm is a party;

  * Blackstone has been engaged to provide financial advisory
    services by Davis Polk & Wardwell LLP, as counsel to
    Barclays Capital Real Estate Finance Inc. as a holder of
    certain mezzanine loans pledged by Highland Hospitality L.P.
    and HHC TRS Holding Corp.;

  * Blackstone has been engaged by the Bank of Scotland plc, as
    administrative agent under the Marnell Sher Credit
    Agreements as its financial advisor on behalf of the
    lenders; and

  * Blackstone has been engaged to act as a mediator to
    facilitate discussions among Ambac Assurance Corporation,
    The Weinstein Company LLC and The Weinstein Portfolio
    Funding Company LLC in connection with a potential
    restructuring of TWC and WPFC.

Stefan Feuerabendt, senior managing director of Blackstone,
relates that his firm does not believe that any of its
involvement with any of the entities listed in the Gentile
Declaration will adversely affect the Debtor in any way.
Blackstone has not represented, does not represent, and will not
represent any entity on the Parties-in-Interest List in the
Debtor's Chapter 11 case nor have any relationship with any such
entity which would be adverse to the Debtor, he assures the
Court.

Messrs. Gentile and Feuerabendt maintain that Blackstone is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                       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 Dewey & LeBoeuf as Counsel
------------------------------------------------
Ambac Financial Group, Inc., seeks the Bankruptcy Court's
permission to employ Dewey & LeBoeuf LLP as its counsel, nunc pro
tunc to the Petition Date.

As the Debtor's counsel, Dewey & LeBoeuf will:

  (a) advise the Debtor in connection with the legal aspects of
      a financial restructuring under Chapter 11;

  (b) prepare on behalf of the Debtor, as debtor-in-possession,
      all necessary motions, applications, answers, orders,
      reports, and other papers in connection with the
      administration of the Debtor's estate;

  (c) take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on
      the Debtor's behalf, the defense of any actions commenced
      against the Debtor, the negotiation of disputes in which
      the Debtor is involved, like adversary proceedings,
      contested matters and matters before other courts,
      tribunals and adjudicative bodies, and the preparation of
      objections to claims filed against the Debtor's estate;

  (d) take all necessary actions, including to negotiate and
      prepare on behalf of the Debtor, a Chapter 11 plan and
      related disclosure statement and all related documents,
      and further actions as may be required in connection with
      the administration of the Debtor's estate; and

  (e) perform all other necessary legal services in connection
      with the prosecution of the Debtor's Chapter 11 case.

The Debtor will pay Dewey & LeBoeuf's professionals according to
the firm's customary hourly rates:

          Title                            Rate per Hour
          -----                            -------------
          Partners                          $695 to $975
          Counsel                           $625 to $800
          Associates                        $385 to $625
          Paraprofessionals                 $125 to $385

The Debtor will also reimburse Dewey & LeBoeuf for actual and
necessary expenses incurred.

The Debtor discloses that in the one year before the Petition
Date, it paid Dewey & LeBoeuf $5,012,143 in fees and $107,532 as
expenses for services performed on several regulatory, tax and
corporate matters.  The Debtor further states that on Nov. 3 and
8, 2010, it advanced retainers to Dewey & LeBoeuf aggregating
$3 million and $1.5 million, on account of financial
restructuring and reorganization services performed and to be
performed, including in connection with its Chapter 11 case, and
related expenses incurred and to be incurred.

As of the Petition Date, Dewey & LeBoeuf has a remaining credit
balance of approximately $3 million in favor of the Debtor.
Dewey & LeBoeuf will continue to hold the excess amounts as
retainer.

Michael Groll, Esq., a member at Dewey & LeBoeuf -- mgroll@dl.com
-- relates that his firm has rendered services within the past
two years to certain parties in matters unrelated to the Debtor
and its Chapter 11 case.

A schedule of the parties Dewey & LeBoeuf represented in the past
two years in matters unrelated to the Debtor's case is available
for free at:

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

Mr. Groll discloses that Dewey & LeBoeuf also represented Loyens
& Loeff (USA) BV, Goldman Sachs International, Hudson, Oracle
Corporation, Pacific Indemnity and RBC Capital Markets in matters
unrelated to the Debtor.

In addition, Mr. Groll notes that certain parties are potential
clients of Dewey & LeBoeuf, a schedule of which is available for
free at http://bankrupt.com/misc/Ambac_DeweyPotentialClients.pdf

Mr. Groll reveals further that Barclays PLC, Private Banking &
Investment Banking; and Blackstone Advisory Services LP are
related entities to Dewey & LeBoeuf.

In addition, Mr. Groll relates that Lauren C. Cohen, an associate
in Dewey & LeBoeuf's Business Solutions and Governance group,
recently joined his group from Willkie, Farr & Gallagher LLP.
While in Wilkie Farr, she worked with Judge Shelley C. Chapman, a
former partner at that firm, on matters unrelated to the Debtor
or its Chapter 11 case.  Ms. Cohen may, from time to time, be
asked to work on matters related to the Debtor's Chapter 11 case.

Dewey & LeBoeuf provided summer and temporary employment to the
son of the Debtor's general counsel, Mr. Groll adds.

One junior associate of Dewey & LeBoeuf is on a secondment to the
Debtor, Mr. Groll relates.  The secondment began on October 6,
2010, and will continue until December 31, 2010.  Dewey & LeBoeuf
continues to pay this employee's salary, and the secondee is not
considered an employee of the Debtor.  Mr. Groll adds that a
member and two employees of Dewey & LeBoeuf own the Debtor's
securities.  Pursuant to Dewey & LeBoeuf's policy, all personnel
of Dewey & LeBoeuf are barred from trading in securities with
respect to which they possess confidential information, he
assures the Court.

Despite those disclosures, Mr. Groll assures the Court that that
Dewey & LeBoeuf is a "disinterested person" as the term is
defined under Section 101(14) of the Bankruptcy Code.

                       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 Togut Segal as Conflicts Counsel
------------------------------------------------------
Ambac Financial Group, Inc., seeks the Bankruptcy Court's
permission to employ Togut, Segal & Segal LLP as its conflicts
counsel.

As the Debtor's conflicts counsel, Togut Segal will:

  (a) advise the Debtor, where Dewey & LeBoeuf LLP is or may be
      conflicted, regarding its powers and duties as a Debtor-
      in-possession in the continued management of its
      businesses and properties;

  (b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

  (c) take necessary action to protect and preserve the Debtor's
      estate, including prosecuting actions on the Debtor's
      behalf, defending any action commenced against and
      representing the Debtor's interests in negotiations
      concerning litigation, including, but not limited to,
      objections to claims filed against the Debtor's estate;

  (d) prepare on the Debtor's behalf motions, applications,
      adversary proceedings, answers, orders, reports and papers
      necessary to the administration of the Debtor's estate;

  (e) appear before the Court and any appellate courts and
      protect the interests of the Debtor's estate before those
      Courts; and

  (f) perform other necessary legal services and provide other
      necessary legal advice to the Debtor in connection with
      the Debtor's Chapter 11 case.

Togut Segal will also perform the duties of counsel to the Debtor
on matters which may arise where Dewey & LeBoeuf cannot perform
those services and while certain aspects of the representation
will necessarily involve Togut Segal and Dewey & LeBoeuf, the
services that Togut Segal will provide will be complementary
rather than duplicative of the services to be performed by such
lead bankruptcy counsel.

The Debtor will pay Togut Segal's professionals according to the
firm's customary hourly rates:

        Title                        Rate per Hour
        -----                        -------------
        Partners                      $800 to $935
        Associates and counsel        $180 to $720
        Paralegals and law clerks     $145 to $285

The Debtors will also reimburse Togut Segal for actual and
necessary expenses incurred.

Albert Togut, Esq., a senior member of Togut Segal, discloses
that on December 2, 2010, his firm was retained as conflicts
counsel for the debtors in the Chapter 11 case of GSC Group, Inc.
Togut Segal has been advised that Ambac Assurance Corporation, a
subsidiary of the Debtor, or one of its affiliates or
subsidiaries may have provided insurance for certain assets
subject to the GSC investment management and advisory services,
he relates.  He assures the Court that Togut Segal will not
represent GSC in any matters concerning the Debtor nor will the
firm represent the Debtor in any matter concerning GSC.  Dewey &
LeBoeuf will handle all matters concerning GSC that involve the
Debtor, he adds.

Mr. Togut maintains that Togut Segal is a "disinterested person"
as that term is defined under Section 101(14) of the Bankruptcy
Code.

                       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 KPMG LLP as Tax Consultants
----------------------------------------------
Ambac Financial Group, Inc., seeks the Bankruptcy Court's
authority to employ KPMG LLP as its auditor, tax consultants and
bankruptcy administration consultants, nunc pro tunc to the
Petition Date.

As the Debtor's tax consultant, KPMG will provide audit, tax
consulting and bankruptcy administration services, including, but
not limited to these services:

(A) Audit of Consolidated Financial Statements

    (a) Audit of the consolidated balance sheet of the Debtor
        and non-debtor affiliates as of December 31, 2010 and
        2009, the related consolidated statements of operations,
        Stockholders' equity and cash flows for each of the
        years in the three-year period ended December 31, 2010,
        and schedules and notes supporting those financial
        statements prepared in accordance with U.S. generally
        accepted accounting principles; and

    (b) Audit of the internal control over financial reporting
        as of December 31, 2010 in accordance with the standards
        of the Public Company Accounting Oversight Board
        Auditing Standard No. 5;

        -- performing tests of the accounting records and other
           procedures, as KPMG considers necessary in the
           circumstances, to provide a reasonable basis for
           KPMG's opinions;

        -- assessing the accounting principles used and
           significant estimates made by management, and
           evaluating the overall consolidated financial
           statement presentation; and

        -- obtaining an understanding of internal control over
           financial reporting, testing and evaluating the
           design and effectiveness of internal control over
           financial reporting, and performing other procedures
           as KPMG considered necessary in the circumstances.

    (c) Review, in accordance with Statement on Auditing
        Standards No. 100, Interim Financial Information, the
        consolidated balance sheets of AFG as of June 30 and
        September 30, 2010 and March 31, 2011, and the related
        consolidated statements of operations, stockholders'
        equity, and cash flows for the quarterly and year-to-
        date periods then ended and notes, which are to be
        included in the quarterly reports;

    (d) Audits of the statutory statements of admitted assets,
        liabilities and surplus of non-debtor affiliates as of
        December 31, 2010 and 2009, the related statements of
        operations, capital and surplus, and cash flow for each
        of the years in the two-year period ended December, 31,
        2010, and schedules supporting those financial
        statements, prepared in accordance with statutory
        statements of accounting principles;

    (e) Audits of the balance sheets of the non-debtor
        affiliates Juneau and Aleutian, as of December 31,
        2010 and 2009, the related consolidated statements
        of operations, stockholder's equity, and cash flows
        for each of the years in the two-year periods ended
        December 31, 2009, and schedules supporting such
        financial statements, prepared in accordance with U.S.
        generally accepted accounting principles;

    (f) Issuance of a comfort letter if required and requested;

    (g) Report to the Audit and Risk Assessment Committee in
        writing regarding corrected misstatements, uncorrected
        misstatements, significant difficulties encountered with
        the Debtor and other matters required to be communicated
        by auditing standards;

    (h) Read minutes of Audit and Risk Assessment Committee
        meetings for consistency with KPMG's understanding of
        the communications;

    (i) Issue a written report upon audit of Ambac Financial
        Group, Inc. Savings Incentive Plan, including audit of
        financial statements and supplemental schedules of the
        Savings Plan as of December 31, 2010 and 2009, and for
        the years ended December 31, 2010 and 2009;

    (j) Assistance regarding certain events and accounting
        pronouncements, which may have a significant impact on
        KPMG's audit efforts.  Examples of Out-of-Scope Audit
        Services to be evaluated for their impact on KPMG's
        efforts include:

        -- significant acquisitions;

        -- dispositions of businesses;

        -- significant and infrequent transactions with complex
           business implications;

        -- accounting and auditing matters related to this
           bankruptcy case to the extent it results in
           additional audit effort;

        -- change in operating segments or reporting units;

        -- asset impairment analyses;

        -- fresh start accounting and related audit efforts;

        -- review of registration statements or comfort letters
           provided to third parties;

        -- review and comment on comment letters received from
           the United States Securities and Exchange Commission
           and the Office of the Commissioner of Insurance of
           Wisconsin and responses provided to those letters
           related to accounting matters; and

        -- the adoption of new accounting or auditing
           pronouncements, etc.

(B) Tax Consulting Services

    (a) Analysis of Section 382 of the Internal Revenue Code
        issues including updating the existing Section 382
        analysis performed by KPMG, including a sensitivity
        analysis to reflect the impact of the proposed or
        hypothetical equity transactions pursuant to the
        restructuring;

    (b) Analysis of net unrealized built-in gains and losses and
        Notice 2003-65 as applied to the ownership change, if
        any, resulting from or in connection with the
        restructuring;

    (c) Analysis of the Debtor's tax attributes including net
        operating losses, tax basis in assets, and tax basis in
        stock of subsidiaries;

    (d) Analysis of cancellation of debt income, including the
        application of Section 108 of the Internal Revenue Code
        and consolidated tax return regulations relating to the
        restructuring of debt;

    (e) Analysis of the application of the attribute reduction
        rules under Section 108(b) and Section 1.1502-28 of the
        Treasury Regulations;

    (f) Analysis of the tax implications of any internal
        reorganizations and proposal of restructuring
        alternatives;

    (g) Analysis of the tax implications of any dispositions of
        assets or subsidiary stock pursuant to the
        restructuring;

    (h) Analysis of the potential bad debt and retirement tax
        losses; and

    (i) Investigate and review facts and tax issues, as
        requested by Dewey & LeBoeuf LLP, to support Dewey &
        LeBoeuf's representation of the Debtor in the adversary
        proceeding between the Debtor and the Internal Revenue
        Service, Case No. 10-04210, commenced in the Court on
        November 9, 2010.

(C) Bankruptcy Administration Services

    (a) Operational protocols: Support the Debtor's management
        with its operational protocols for bankruptcy reporting;

    (b) Bankruptcy reporting: Support the Debtor's management in
        its preparation of a Statement of Financial Affairs, a
        Schedule of Assets and Liabilities and a Monthly
        Operating Report by debtor entity as well as Rule 26 of
        the Federal Rules of Bankruptcy Procedure, if required;

    (c) Disclosure statement and plan of reorganization: Assist
        in the preparation of financial information required in
        the disclosure statement and plan of reorganization,
        including the pro forma balance sheet reflecting fresh
        start accounting.  KPMG's assistance will depend upon
        the Debtor's direction but tasks may pertain to,
        preparation of detailed financial information, liquidity
        analysis, best interest of creditors' test and plan
        feasibility;

    (d) External responses: Support the Debtor's management in
        its response to requests from the various stakeholders
        in the bankruptcy, including but not limited to the
        Office of the US Trustee for Region 2, and any
        statutorily appointed committees that may be
        established;

     (e) Claims analysis: Support the Debtor's management in its
         response to the claims reconciliation process,
         including matching claims to scheduled liabilities,
         evaluating claims, preparing exhibits to objections,
         and analyzing transfers to determine preferential
         treatment;

     (f) Project planning: Assist with timeline and critical
         path development and tracking;

     (g) Approach and work steps: Assist with the consideration
         of the alternatives in approach, timing, order, and
         adoption dates for fresh start reporting; the
         alternatives for on-going efficient processing of
         detailed accounting records; and the potential
         approaches for updating detailed records to reflect
         changes in values and the new accounting requirements
         subsequent to emergence;

     (h) Status meetings: Coordinate and conduct status update
         meetings with key Debtor's management personnel, for
         all work-streams; and

     (i) Coordination of advisors and key partners: Liaise with
         the Debtor's advisors and key business partners,
         including valuation team, attorneys, bankers, etc,
         throughout the course of the engagement.

In connection with the Integrated Audit, KPMG will provide for
services to be charged at both a fixed rate as well as an hourly
rate.  First, a fixed fee of $2.63 million is applicable to In-
Scope Audit Services, for which KPMG bills AFG on a monthly basis
in equal installments of $219,167 for a period of 12 months for
the Integrated Audit, and a fixed fee of $40,000 is applicable to
the Plan Audit Services.

Of the In-Scope Fixed Fee, $1,550,000 was paid before the
Petition Date.  The Plan Fixed Fee has not yet been paid.  Of the
Fixed Fees, the Debtor is responsible for $68,000, of which
$49,217 was paid prepetition.

With respect to any Out-of-Scope Audit Services to be performed
for the Integrated Audit, KPMG will be paid according its
professionals' hourly rates:

  Audit, Audit-Related & Other Services    Discounted Rates
  -------------------------------------    ----------------
  Partner/Managing Director                  $475 to $575
  Senior Manager/Manager                     $350 to $425
  Staff                                      $215 to $300

While non-debtor Ambac Assurance Corporation pays KPMG out of its
account for the Integrated Audit services, AAC later allocates
certain amounts to the Debtor and respective non-debtor entities
resulting in intercompany claims for the charges for which the
Debtor and non-debtor entities must reimburse AAC.  Thus, $68,000
of the Fixed Fees was allocated to the Debtor, and hourly fees
for Out-Of-Scope Audit Services will be allocated to the Debtor
as applicable.

Although KPMG will not charge for its In-Scope and Plan Audit
Services on an hourly basis, KPMG has informed the Debtor that it
will nonetheless maintain records of time spent by its
professionals in connection with the rendering of the In-Scope
and Plan Audit Services.

KPMG's tax consulting and bankruptcy administration services will
be invoiced to AAC.  AAC will pay KPMG out of its account for
those services and later allocate those amounts to the Debtor and
respective non-debtor entities resulting in intercompany claims
for the charges for which the Debtor and non-debtor entities
must reimburse AAC.  The allocation of the bankruptcy
administration services will be 100% to the Debtor, and the
allocation of the tax consulting services, although dependent
upon the nature of the work done, is anticipated to be 20% to the
Debtor.

KPMG informed the Debtor that the majority of fees to be charged
for tax consulting and bankruptcy administration services reflect
a reduction of approximately 15% to 40% from KPMG's normal and
customary rates, depending on the types of services to be
rendered.  Professional fees for bankruptcy administration
services will not exceed a blended hourly rate of $425, tested on
a monthly basis.  The hourly rates for tax consulting and
bankruptcy services to be rendered by KPMG are:

   Tax Consulting Services               Discounted Rate
   -----------------------               ---------------
   Partner                                   $635
   Managing Director                         $550
   Senior Manager                            $500
   Manager                                   $470
   Senior Associate                          $400
   Associate                                 $275

   Bankruptcy Administration Services    Discounted Rate
   ----------------------------------    ---------------
   Partner/Principal/Managing Director       $565
   Director                                  $550
   Manager                                   $485
   Senior Associate                          $385
   Associate                                 $265
   Intern/Para-Professional                  $115

KPMG also will seek reimbursement for reasonable necessary
expenses incurred.

Paul Laurenzo, a partner at KPMG, discloses that his firm may
have potential relationships with certain parties, a schedule of
which is available for free at:

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

Mr. Laurenzo further notes that in the one year before the
Petition Date, KPMG received from AAC payments totaling
$4,101,821 for past and future professional services and
expenses.  The amount comprises (i) $187,251 for tax
consulting services rendered to Ambac, (ii) $3,694,570 for audit
services rendered to Ambac, and (iii) $300,000 as a retainer for
audit services not yet performed for Ambac.  KPMG intends
to apply the retainer to any outstanding amounts.

KPMG does not believe any outstanding amounts are allocable to
the Debtor; however, to the extent amounts are allocable to the
Debtor, KPMG seeks authority to apply the retainer against those
amounts.  Mr. Laurennzo notes that of those amounts, $0 was
allocated to AFG for tax consulting services and $128,369 was
allocated to AFG for audit services.

Mr. Laurenzo maintains that KPMG is a "disinterested person" as
that term is defined under Section 101(14) of the Bankruptcy
Code.

                       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 REMANUFACTURERS: Reopened to Pursue Avoidance Actions
--------------------------------------------------------------
WestLaw reports that a bankruptcy court, in order to allow a
trustee to pursue accounts receivable claims belonging to debtors
whose Chapter 7 cases he had closed, would exercise its discretion
to sua sponte reopen these administratively consolidated Chapter 7
cases.  The trustee, in closing the cases, had not intended to
abandon these claims, but had apparently been operating under the
mistaken impression that he would be able to pursue these claims
in the lead debtor's case, which had not been closed.  The
trustee's continued pursuit of these claims in the lead case,
coupled with defendants' continued participation in discovery
after the other cases were closed, demonstrated that the trustee
did not intend to abandon these claims nor did the defendants
believe that they were abandoned.  While abandonment of estate
property is generally irrevocable, this rule carries less force
when property has been technically abandoned, since such technical
abandonment may occur inadvertently.  In re American
Remanufacturers, Inc., --- B.R. ----, 2010 WL 5030793, slip op.
http://is.gd/iQOXE(Bankr. D. Del.) (Walsh, J.).

              About American Remanufacturers Inc.

Headquartered in Anaheim, California, American Remanufacturers,
Inc., and its affiliates are privately held companies that produce
remanufactured automotive components that include "half shaft"
axles, brake calipers, and steering components.  The Debtors are
the second largest full-line manufacturer of undercar automotive
parts in the United States.  The Debtor with its nine affiliates
filed for chapter 11 protection on November 7, 2005 (Bankr. D.
Del. Case No. 05-20022).  Kara S. Hammond, Esq., Pauline K.
Morgan, Esq., Sean Matthew Beach, Esq., at Young Conaway Stargatt
& Taylor LLP and Alan W. Kornberg, Esq., Kelley A. Cornish, Esq.,
Margaret A. Phillips, Esq., and Benjamin I. Finestone, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP represent the
Debtors.  The Court converted the Debtors' chapter 11 cases to a
chapter 7 liquidation proceeding on Nov. 18, 2005.  Montague S.
Claybrook is the chapter 7 Trustee for the Debtors' estates.  When
the Debtors filed for chapter 11 protection, they estimated assets
between $10 million to $50 million and their debts at more than
$100 million.


AMERICAN STANDARD: Garnishment Release Doesn't Equal New Value
--------------------------------------------------------------
WestLaw reports that a judgment creditor did not extend new value
to the debtor prepetition, within the meaning of the defense to a
preferential transfer claim based on a contemporaneous exchange
for new value, by releasing its garnishment that had attached to
the debtor's bank account in exchange for the debtor's payment of
$24,000.  It did not matter that the release of the garnishment
permitted the debtor to access funds in its account to make
payroll payments.  The creditor's decision to forgo one method of
collection gave nothing of value back to the debtor, and left the
estate in a lesser position than before the transfer.  In re
American Standard Bldg. Systems, Inc., --- B.R. ----, 2010 WL
4942104 (Bankr. W.D. Va.).

Martinsville, Virginia-based American Standard Building Systems
Inc. manufactures prefabricated wood.  It filed a Chapter 11
petition (Bankr. W.D. Va. Case No. 08-60478) on February 29, 2008.
Andrew S. Goldstein, Esq., at Magee Foster Goldstein & Sayers,
P.C. represents the Debtor in this case.  When the Debtor filed
for bankruptcy, it listed assets of $3,090,219 and debts of
$4,435,439.  The Debtor's Chapter 11 case was converted to a
Chapter 7 proceeding on April 9, 2008.


AMERIGAS PARTNERS: Moody's Affirms 'Ba2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed AmeriGas Partners, L.P.'s Ba2
Corporate Family Rating and the Ba3 senior unsecured ratings on
its rated senior notes outstanding.  The outlook is stable.

                        Ratings Rationale

"Despite challenging economic conditions, the partnership
continues to maintain strong credit metrics and cash flow coverage
of its distributions," commented Pete Speer, Moody's Vice-
President.

AmeriGas' Ba2 CFR is supported by its leading market position in
the retail distribution of propane and geographic diversification.
The partnership has a track record of conservative financial
policies, resulting in relatively low financial leverage and
strong distribution coverage.  The rating also incorporates the
continued challenges of operating in the propane distribution
business that is highly fragmented, competitive and seasonal.  The
business contends with secularly declining volumes due to customer
conservation trends and the slow encroachment of natural gas over
time, which makes organic growth difficult and requires ongoing
acquisitions to maintain volumes.

Moody's expects AmeriGas to maintain adequate liquidity through
the current winter heating season primarily due to its combined
$275 million of committed bank credit facilities that had
availability of $148 million at September 30, 2010.  The
partnership had significant negative free cash flow (including
working capital changes) in its fiscal year ended September 30,
2010 that was primarily due to the reversal of abnormally
favorable working capital inflows in the previous year.  Moody's
expects break even cash flow in fiscal year 2011 based on planned
capital expenditures and more normal working capital fluctuations.
AmeriGas' credit facilities mature in July and October of 2011,
but Moody's expects the partnership to renew these facilities
based on its current financial performance and bank market
conditions.

A negative outlook or ratings downgrade is possible if AmeriGas
were to materially increase its leverage through debt funded
acquisitions or if there were a significant deterioration in its
sales volumes or operating margins.  Debt/EBITDA above 3.5x would
pressure the ratings.  The declining volume trends and Moody's
concerns regarding acquisition event risk for the propane sector
make a positive rating action unlikely in the near term.  If
AmeriGas can achieve moderate growth in sales volumes and EBITDA
and reduce Debt/EBITDA to below 3x on a sustainable basis, the
outlook could be changed to positive or the ratings upgraded.

The last rating action was on July 15, 2008 when AmeriGas' CFR was
upgraded to Ba2 from Ba3 and its senior notes were upgraded to Ba3
from B1.

AmeriGas Partners, L.P., is a publicly traded master limited
partnership that is the largest retail propane distributor in the
United States based on volumes of propane distributed annually.


ANGIOTECH PHARMA: Exchange Offer Start Deadline Moved to Jan. 11
----------------------------------------------------------------
Angiotech Pharmaceuticals, Inc. has reached an agreement with the
holders of a  majority of the outstanding 7.75% Senior
Subordinated Notes to extend certain deadlines outlined in the
previously announced Recapitalization Support Agreement dated
October 29, 2010 and amended on November 29, 2010.  Seventy-three
percent of the holders of the Subordinated Notes initially
executed the Support Agreement and support has increased such that
presently 84% of the holders of the Subordinated Notes have agreed
to be bound by the Support Agreement.

As the Company disclosed in October, under the Support Agreement,
the Consenting Noteholders have agreed to exchange their
Subordinated Notes for common stock in the Company.  Qualifying
holders of the Subordinated Notes participating in the Exchange
Offer would receive their pro rata share of up to 93.5% of the
common stock of Angiotech issued and outstanding following the
completion of the recapitalization transaction, subject to
potential dilution.  The Support Agreement provided that, as a
condition precedent to the implementation of the Exchange Offer,
Noteholders comprising at least 98% of the outstanding aggregate
principal amount of the Subordinated Notes must consent to the
Exchange Offer.

Under the Second Extension Agreement, the date by which Angiotech
must commence the Exchange Offer or otherwise commence
implementation of the recapitalization has been extended to
January 11, 2011.  Additionally, the date by which the Minimum
Exchange Offer Threshold must be achieved has been extended to
February 9, 2011.  All other deadlines in the Initial Support
Agreement with respect to the Exchange Offer and the
recapitalization have been extended.

The Company has also entered into an agreement with holders of a
majority of the Company's existing Senior Floating Rate Notes due
2013 to extend to January 11, 2011 the date by which Angiotech
must commence the exchange offer outlined in the previously
announced Floating Rate Note Support Agreement dated October 29,
2010 and amended on November 29, 2010.

As disclosed in October, under the terms of the FRN Support
Agreement, Angiotech will offer to exchange Existing Floating Rate
Notes for new floating rate notes.  The exchange offer will be
open to all qualifying holders of the Existing Floating Rate
Notes. The New Floating Rate Notes will be secured by a second
lien over the assets and property of the Company and certain of
its subsidiaries and will otherwise be issued on substantially the
same terms and conditions as the Existing Floating Rate Notes
other than amendments to certain covenants in respect of the
incurrence of additional indebtedness, liens and change of
control.

The Extension Agreements will be filed by the Company on both
SEDAR and EDGAR, and the descriptions of the Extension Agreements
contained in this press release are qualified by the full text of
the applicable Extension Agreements.

                          About Angiotech

Based in Vancouver, British Columbia, in Canada, Angiotech
Pharmaceuticals, Inc. (NASDAQ: ANPI; TSX: ANP) --
http://www.angiotech.com/-- is a global specialty pharmaceutical
and medical device company.  Angiotech discovers, develops and
markets innovative treatment solutions for diseases or
complications associated with medical device implants, surgical
interventions and acute injury.

The Company's balance sheet at Sept. 30, 2010, showed $
326.80 million in total assets, $60.30 million in total
liabilities, and a stockholder's deficit of $622.16 million.

In early December 2010, Angiotech said it has reached an agreement
with the holders of 76% of its 7.75% Senior Subordinated Notes to
extend certain deadlines outlined in their Recapitalization
Support Agreement dated October 29, 2010.  Seventy-three percent
of the holders of the Subordinated Notes executed the Initial
Support Agreement and presently, 85% of the holders of the
Subordinated Notes have consented to the Initial Support
Agreement. On November 29, 2010, Angiotech and the Trustee, at the
direction of a majority of the holders of its Subordinated Notes,
extended the grace period applicable to interest payments due on
the Subordinated Notes before an event of default occurs, with
such grace period applicable to the $9.7 million semi-annual
interest payment that was due on the Subordinated Notes on October
1, 2010 extended until December 30, 2010.

In November 2010, Moody's Investors Service downgraded the
probability of default rating of Angiotech to Ca/LD from Ca and
affirmed the Corporate Family Rating at Ca.  The company's other
existing debt ratings were affirmed.  The outlook is developing.

The assignment of the Ca/LD is the conclusion of the 30-day grace
period in which the company missed the original interest payment
of $9.7 million on its 7.75%, $250 million senior subordinated
notes due Oct. 1, 2010.  Moody's treats the failure to meet the
original contractual terms as a limited default.


APPALACHIAN COMMUNITY BANK: Closed; Peoples Bank Assumes Deposits
-----------------------------------------------------------------
Appalachian Community Bank, F.S.B., of McCaysville, Ga., was
closed on Friday, December 17, 2010, by The Office of Thrift
Supervision, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Peoples Bank
of East Tennessee of Madisonville, Tenn., to assume all of the
deposits of Appalachian Community Bank, F.S.B., except for
brokered deposits and certain out-of-state certificates of deposit
(CD).

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

As of September 30, 2010, Appalachian Community Bank, F.S.B., had
around $68.2 million in total assets and $76.4 million in total
deposits.  Peoples Bank of East Tennessee did not pay the FDIC a
premium for the deposits of Appalachian Community Bank, F.S.B.  In
addition to assuming all of the deposits of the failed bank,
Peoples Bank of East Tennessee agreed to purchase around $67.5
million of the failed bank's assets.  The FDIC will retain the
remaining assets for later disposition.

The FDIC and Peoples Bank of East Tennessee entered into a loss-
share transaction on $46.4 million of Appalachian Community Bank,
F.S.B.'s assets.  Peoples Bank of East Tennessee will share in the
losses on the asset pools covered under the loss-share agreement.
The loss-share transaction is projected to maximize returns on the
assets covered by keeping them in the private sector.  The
transaction also is expected to minimize disruptions for loan
customers.  For more information on loss share, please visit:

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

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-350-2746.  Interested parties also can
visit the FDIC's Web site at

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

On December 20, the FDIC will mail checks to those customers with
out-of-state CDs, as long as the funds were not used as collateral
for a loan.  Customers with brokered deposits should contact their
broker directly to obtain information on the status of their
funds.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $26.0 million.  Compared to other alternatives, Peoples
Bank of East Tennessee's acquisition was the least costly
resolution for the FDIC's DIF.  Appalachian Community Bank, F.S.B.
is the 154th FDIC-insured institution to fail in the nation this
year, and the 20th in Georgia.  The last FDIC-insured institution
closed in the state was Chestatee State Bank, Dawsonville, also on
December 17.


ARYX THERAPEUTICS: Restructuring Plan Terminates All Employees
--------------------------------------------------------------
ARYx Therapeutics Inc. on December 15 reported on its on-going
strategic corporate efforts to optimize the value of its assets on
behalf of the company's stockholders.

Over the course of the strategic process ARYx initiated earlier
this year, the most significant interest, even in the absence of a
binding offer, was shown in ARYx's gastrointestinal product
candidate, naronapride, demonstrating the potential value of the
asset.  Also, interactions with the US Food and Drug
Administration in April 2010 substantially clarified the remaining
clinical development requirements for the compound.  As a result,
the lead investors in ARYx encouraged the company to seek
substantial additional funding to continue the development of
naronapride internally, and such funding has been actively pursued
since late summer without final resolution.

"Our efforts over 2010 convinced us that the most significant
value from our product candidates could be achieved through the
continued internal development of naronapride," said Dr. Paul
Goddard, Ph.D., chairman and chief executive officer of ARYx.
"The substantial funding we sought would allow us to complete the
first of two planned pivotal Phase 3 clinical trials for
naronapride, at which time we would either seek a partner for the
continued development of naronapride or look to raise additional
funding to complete the development of the compound.  In either
instance, we expect the value of naronapride to reflect that
substantial, additional progress," added Dr. Goddard.

As part of its effort to build value in naronapride and to enable
the planned financing, ARYx submitted a proposed Phase 3 clinical
trial protocol to the FDA in September 2010 under the Special
Protocol Assessment procedure.  By responding to a SPA, the FDA
provides valuable guidance on the protocol to be applied to
planned clinical trials.  The FDA response to ARYx's SPA was due
the first week in November 2010.  However, the FDA has informed
ARYx it will not provide its response until the first quarter of
2011.

Due to this delay and the lack of clarity as to the path forward
for the development of naronapride, ARYx could not obtain the
financing it expected to close in November.  While ARYx believes
the FDA Response should provide clear and reasonable guidance on
the path forward for naronapride, there will not be sufficient
certainty until at least the end of the first quarter of 2011.
The completion of a financing to allow for the continued internal
development of naronapride requires that FDA guidance first be
provided allowing for an acceptable development path for the
product candidate.  Nevertheless, there is no assurance that such
a financing will occur even with a positive FDA Response.

ARYx has been working with its creditors and certain existing and
new investors to attempt to finance itself through the expected
FDA Response date.  As previously reported, ARYx's current cash
and cash equivalents are not sufficient to fund the company's
operations beyond the end of 2010 without additional funding.
ARYx has scheduled payments due on January 1, 2011 on its existing
secured debt obligations that exceed its projected cash balance on
such date.  Certain current and new investors have indicated a
willingness to potentially fund ARYx's minimal operations through
the date of the anticipated FDA Response.  Holders of ARYx's
secured debt have also indicated a willingness to defer principal
payments on their debt for a period of time, but no final
agreements have been agreed to with these parties.

On December 14, 2010, ARYx's Board of Directors approved a
restructuring plan providing for termination of all current
employees in order to substantially reduce the company's
operational expenses and, thereby, increase the likelihood of ARYx
attracting interim financing by reducing the costs incurred during
the period of time needed to obtain the FDA Response.  Under the
approved restructuring plan, all employees of ARYx, including
officers, have been terminated effective December 15, 2010.  All
employees have entered into consulting agreements to continue to
provide to ARYx services needed to allow the company to continue
to function, including facilitating the on-going FDA interactions.
Each of the officers currently remains in their respective roles.
There is no assurance ARYx will be able to obtain necessary
agreements from its secured creditors and the additional funding
from investors needed to continue operations beyond 2010 and
through to the anticipated FDA Response.

"While these decisions are very difficult, we believe it is
important to do everything possible to allow ARYx the time to
complete this important FDA interaction, leading potentially to a
value creating step for naronapride which could benefit both our
creditors and investors.  The departure of our remaining employees
should not in any way reflect on the value of their past
contributions.  This is a regrettable development that we cannot
avoid addressing, even if we eventually receive reasonable FDA
guidance.  ARYx sincerely thanks every employee for their
unfailing commitment up to now," concluded Dr. Goddard.

                      About ARYx Therapeutics

Fremont, Calif.-based ARYx Therapeutics, Inc. (NASDAQ: ARYX)
-- http://www.aryx.com/-- is a biopharmaceutical company focused
on developing a portfolio of internally discovered products
designed to eliminate known safety issues associated with well-
established, commercially successful drugs.  ARYx currently has
four products in clinical development: a prokinetic agent for the
treatment of various gastrointestinal disorders, naronapride (ATI-
7505); an oral anticoagulant agent for patients at risk for the
formation of dangerous blood clots, tecarfarin (ATI-5923); an oral
anti-arrhythmic agent for the treatment of atrial fibrillation,
budiodarone (ATI-2042); and, an agent for the treatment of
schizophrenia and other psychiatric disorders, ATI-9242.

The Company's balance sheet as of September 3, 2010, showed
$6.0 million in total assets, $13.7 million in total liabilities,
and a stockholders' deficit of $7.7 million.

As reported in the Troubled Company Reporter on April 9, 2010,
Ernst & Young LLP, in Palo Alto, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted of the Company's recurring losses from operations and
stockholders' deficit.


ASHLAND LAKES: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ashland Lakes, LLC
        9 Corporation Center
        Broadview Heights, OH 44147

Bankruptcy Case No.: 10-22080

Chapter 11 Petition Date: December 14, 2010

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Pat E Morgenstern-Clarren

Debtor's Counsel: Stephen D. Hobt, Esq.
                  1370 Ontario St., Suite 450
                  Cleveland, OH 44113-1744
                  Tel: (216) 771-4949
                  Fax: (216) 771-5353
                  E-mail: shobt@aol.com

Scheduled Assets: $3,802,750

Scheduled Debts: $3,636,865

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohnb10-22080.pdf

The petition was signed by Daniel E. Inks, general manager.


ASTRUM MARKETING: Not Affiliated with Newport's Astrum Hearing
--------------------------------------------------------------
Astrum Hearing Inc., an organization of growing network providers
of hearing healthcare services, is in no way affiliated with
Astrum Marketing Inc., also known as Astrum Hearing Solutions,
which is a debtor in a Chapter 7 bankruptcy pending in the Middle
District of Florida. In addition, Astrum Hearing Inc. is not
affiliated with any of the "Sears Hearing By Astrum" centers.

Astrum Hearing Inc. is owned by Newport Health Network Inc., also
known as Newport Audiology Centers, which is part of the Sonova
Holding AG group, a leading provider of innovative hearing
healthcare solutions from hearing systems to cochlear implant
systems, to a variety of hearing protection and wireless
communications systems.  Sonova has been successfully promoting
understanding and communication for over 60 years.

Astrum Hearing Inc. provides full service hearing healthcare and
cost containment services through our nationwide network of more
than 2,000 fully credentialed hearing healthcare centers.


AVP PRO BEACH: Volleyball Sold to Owner-Lender RJSM
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AVP Pro Beach Volleyball Tour Inc. was authorized by
the bankruptcy judge to sell the business to RJSM Partners LLC,
Ian S. Landsberg, a lawyer for AVP, said in an interview.  RJSM,
the secured lender owed $5.4 million, is also the 72% owner.

According to the report, Brigitte Gomelsky, Esq., at Landsberg &
Associates, said there were no other bids at auction.  AVP's offer
included $200,000 cash, a so-called credit bid of $50,000 of the
secured claim, and an estimated $175,000 outstanding on the loan
supporting the Chapter 11 case.

                           About AVP Pro

AVP, Inc. and AVP Pro Beach Volleyball Tour, Inc., headquartered
in Torrance, California, operate the "sole nationally recognized
men's and women's U.S. professional beach volleyball tour."  Tour
competitors include both women's and men's gold medalists from the
2008 Summer Olympics.

The two entities voluntarily filed for Chapter 11 bankruptcy
protection in Los Angeles, California, on October 29, 2010.  AVP
Pro Beach doing business as Association of Volleyball
Professionals, Inc. (Bankr. C.D. Calif. Case No. 10-56761)
scheduled assets of $183,957 against liabilities of $4,974,130.
AVP, Inc. (Bankr. C.D. Calif. Case No. 10-56777) scheduled
$196,957 in assets against $6,910,755 in liabilities.

Ian Landsberg, Esq., at Landsberg & Associates APC, in Encino,
California, serves as counsel to the Debtors.


BAKERS FOOTWEAR: Posts $8.9 Million Net Loss in October 30 Quarter
------------------------------------------------------------------
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 thirteen weeks ended October 30, 2010,
compared with a net loss of $10.17 million on $39.04 million of
net sales for the thirteen weeks ended October 31, 2009.

The Company's balance sheet at October 30, 2010, showed
$51.17 million in total assets, $62.42 million in total
liabilities, and a stockholders' deficit of $11.25 million.

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.

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

                http://researcharchives.com/t/s?7109

                      About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC Bulletin
Board: BKRS.OB) is a national, 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.  As of
October 30, 2010, the Company operated 236 stores, including 220
Bakers stores and 16 Wild Pair stores located in 35 states.


BANK OF AMERICA: S&P Raises Hybrid Ratings to 'BB+' From 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'A/A-
1' counterparty credit rating on Bank of America Corp.  S&P also
affirmed the ratings on various affiliates, including the 'A+/A-1'
counterparty credit rating on Bank of America N.A., its lead bank
subsidiary.  At the same time, S&P raised the stand-alone credit
profile of BofA by one notch to 'bbb+' from 'bbb' and the SACP of
Bank of America N.A. by one notch to 'a-' from 'bbb+'.  S&P raised
the hybrid ratings on BofA to 'BB+' from 'BB' and the hybrid
ratings on Bank of America N.A. to 'BBB-' from 'BB+'.  The
counterparty credit ratings now reflect two notches of uplift from
the SACPs from extraordinary support.

"S&P's ratings on BofA reflect the company's credit
characteristics and its belief that BofA is a highly systemically
important institution.  This view results in a current long-term
rating that reflects a two-notch uplift from BofA's SACP, compared
to the three notches S&P had indicated previously," said Standard
& Poor's credit analyst John K. Bartko.

S&P's raising the SACP reflects stabilization in BofA's credit
costs, derisking of the balance sheet, and improvement in capital
levels.  BofA's derisking efforts and nominal economic
improvements have combined to lower earnings pressures from
outsize credit costs.  Reserves are being released and S&P expects
ongoing improvement into 2011 as the company continues to shed
higher-risk assets and focuses on a revised, customer-driven
operating model.

Credit costs, though significantly improved, will remain elevated
compared to historic norms, in S&P's opinion.  Capital levels,
once a significant weakness in S&P's opinion, have been bolstered
and S&P expects continued improvement in this regard as the
absence of sizable dividend payments and improving earnings builds
retained earnings.  S&P also expect complementary reductions in
risk-weighted assets, with the company exceeding Basel minimums
throughout the phase-in period.  Although BofA's capital measures
have improved significantly, its capital is still below average
under S&P's risk-adjusted capital framework, compared to its
global peers.  BofA's RACF ratio is also below the average of U.S.
large financial institutions, which as of Sept. 30, 2010, was 6.1%
before diversification and 7.5% after-diversification.

S&P's ratings on BofA benefit from the depth and breadth of its
U.S. national banking franchise, which provides a broad
distribution platform enhanced by strong market positions.  The
addition of Merrill Lynch added substantially to BofA's investment
bank and wealth-management revenues and its non-U.S. capabilities.
Indeed, S&P expects the wealth-management franchise to be a key
driver of earnings growth while expanding international
diversification.

With the Merrill Lynch acquisition, some of BofA's now significant
business lines are wholesale-funded, and a considerable portion of
revenues is highly volatile.

However, the benefits of BofA's business position are somewhat
mitigated by a concentration in consumer-related exposures.
Currently, BofA's year-to-date results include a pretax loss of
$700 million from consumer-related businesses and pretax income of
$14.2 billion from commercial-oriented businesses, according to
S&P's calculations.  These distinctly different results reflect
the confluence of a previously high credit-risk appetite and a
concentration in consumer banking.  2010 metrics indicate
improvement in consumer-related performance, however, the
derisking process is ongoing and economic conditions have not
improved to the degree S&P anticipated earlier in the year.
Therefore, S&P expects continued incremental improvement into
2011, though S&P estimates results will remain below the company's
full earnings potential.  Further, S&P expects threats to earnings
such as mortgage representation and warranty costs to be contained
while the company's runoff loan portfolio -- which includes a
sizable portion of mortgage assets -- contracts meaningfully in
the near term.

The outlook is negative.  Currently, S&P's rating on BofA is two
notches higher than the SACP, reflecting its assumption of
potential extraordinary government support.  S&P first introduced
the concept of extraordinary support for the U.S. banks during
fourth-quarter 2008.  At that time, S&P said that the support is
temporary and S&P expects the SACPs and issuer credit ratings to
converge, reflecting progressively decreasing government support
as stability returns to the markets and existing funding and
capital support programs run off.  S&P continues to evaluate the
uplift S&P gives in the ratings for expectations of government
support for U.S. banks.  S&P is mindful that a key intent of the
Dodd-Frank legislation is to eliminate taxpayer bailouts of
systemic financial institutions, but S&P also recognizes there are
practical reasons why support may be maintained.  The reduction of
one notch of ratings uplift with this review is an interim step in
S&P's analytical process.

S&P is in the process of ascertaining whether BofA will show
sufficient additional improvement in operating performance and
profitability to benefit its SACP and eliminate the current gap
between the ICR and the SACP.


BANK OF MIAMI: Closed; 1st United Bank Assumes All Deposits
-----------------------------------------------------------
The Bank of Miami, National Association, of Coral Gables, Fla.,
was closed on Friday, December 17, 2010, by The Office of the
Comptroller of the Currency, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with 1st
United Bank of Boca Raton, Fla., to assume all of the deposits of
The Bank of Miami, N.A.

The three branches of The Bank of Miami, N.A., will reopen during
normal banking hours as branches of 1st United Bank.  Depositors
of The Bank of Miami, N.A., will automatically become depositors
of 1st United Bank.  Deposits will continue to be insured by the
FDIC, so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of The Bank of Miami, N.A.,
should continue to use their existing branch until they receive
notice from 1st United Bank that it has completed systems changes
to allow other 1st United Bank branches to process their accounts
as well.

As of September 30, 2010, The Bank of Miami, N.A., had around
$448.2 million in total assets and $374.2 million in total
deposits.  1st United Bank did not pay the FDIC a premium for the
deposits of The Bank of Miami, N.A.  In addition to assuming all
of the deposits of the failed bank, 1st United Bank agreed to
purchase around $442.3 million of the failed bank's assets.  The
FDIC will retain the remaining assets for later disposition.

The FDIC and 1st United Bank entered into a loss-share transaction
on $313.5 million of The Bank of Miami, N.A.'s assets.  1st United
Bank will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers.  For more information on loss
share, please visit:

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

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-323-6111.  Interested parties also can
visit the FDIC's Web site at


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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $64.0 million.  Compared to other alternatives, 1st United
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  The Bank of Miami, N.A., is the 152nd FDIC-insured
institution to fail in the nation this year, and the 29th in
Florida.  The last FDIC-insured institution closed in the state
was Gulf State Community Bank, Carrabelle, on November 19, 2010.


BERNARD L MADOFF: Trustee Settles with Picower Estate for $5-Bil.
------------------------------------------------------------------
Irving H. Picard, a partner with Baker & Hostetler LLP and the
SIPA Trustee for the consolidated liquidation of Bernard L. Madoff
Investment Securities LLC disclosed that he has entered into a
very significant settlement agreement for $5 billion to resolve
claims against the estate of the late Jeffry M. Picower and
certain related investment entities.

In conjunction with the additional $2.2 billion the Picower group
forfeited to the U.S. government, the settlement represents 100
percent payment of the monies received by the Picower estate and
related investors, Mr. Picard said.  "Every penny of the $7.2
billion recovered through these two settlements will be
distributed to BLMIS customers with valid claims."

A motion for approval of the settlement was filed with the United
States Bankruptcy Court for the Southern District of New York.  A
copy of the settlement motion is available on the Trustee's
website at http://www.madofftrustee.com/or on the Bankruptcy
Court's website at http://www.nysb.uscourts.gov/; docket no. 08-
01789(BRL).  The Bankruptcy Court will hold a hearing for approval
of the settlement motion on January 13, 2011.

"The importance of this settlement cannot be overstated, as it
shows significant progress in our efforts to assemble the largest
Customer Fund possible," said Mr. Picard.  "The $5 billion
agreement with the Picower estate and related investors represents
one of the largest settlements in any bankruptcy proceeding.  If
this settlement and the agreements reached recently with Union
Bancaire Privee and the Shapiro family are approved by the Court,
the Customer Fund will total more than $7.5 billion ? more than
one-third of the total principal we currently estimate was lost in
the Ponzi scheme," said Mr. Picard.  "As soon as is practicable
after the settlement is approved by the Bankruptcy Court, we will
ask the Court to approve an initial distribution from the Customer
Fund to BLMIS customers with allowed claims."

"This agreement puts the best interests of the Madoff customers
first, is fair and equitable, and avoids time-consuming litigation
which would have offered no certainty on the amount recovered and
delayed distributions to Madoff customers with valid claims," said
David J. Sheehan, counsel for the Trustee and a partner at Baker &
Hostetler LLP, the court-appointed counsel for the Trustee.

"As we have often stated, those who have received other people's
money, irrespective of their knowledge of the fraud, should return
the monies to the Trustee for payment to those Madoff customers
with valid claims who have recovered little or none of their
original deposits," said Mr. Sheehan.  "Mrs. Picower embraced this
concept and has set the appropriate high standard going forward."

Mr. Picard further stated, "When we filed suit against Mr. Picower
and others in the spring of 2009, the records available led us to
allege that Mr. Picower might have or should have known of Mr.
Madoff's fraud.  With the benefit of additional records, I have
determined that there is no basis to pursue the complaint against
Mr. Picower, and we have arrived at a business solution instead.

"I want to thank Mr. Picower's widow, Barbara, the other Picower
family members and the legal, business and other advisors who
worked with us to arrive at this agreement.  This resolution sets
a positive example for negotiation and settlement, versus
litigation, because Mrs. Picower fully understood the impact of
Madoff's crime and wanted to do the best she could to help BLMIS
customers," Mr. Picard continued.  "While this is a major
milestone, we still have much work to do and our focus will remain
on recovering additional funds that rightfully belong to the BLMIS
customers with valid claims."

Mrs. Picower said, "It is a great tragedy that my husband Jeffry's
sudden and untimely death last fall prevented him from seeing the
timely and full restoration of his reputation for honesty,
integrity and professional achievement and the resumption of his
life's work of caring for others and giving back to society
through philanthropy.  He was committed to overcoming the
devastation resulting from Bernard Madoff's fraud by reaching a
fair and generous settlement with Mr. Picard and also by
continuing the important charitable work that had been the focus
of our lives for so many years."

William D. Zabel of Schulte, Roth & Zabel, the law firm
representing Mrs. Picower and the estate of Jeffry Picower,
further noted that Mr. Picower's wills over the past two decades
always directed that the vast bulk of his accumulated wealth was
to be given to charity following his death.  In due course during
the administration of Mr. Picower's estate, pursuant to Mr.
Picower's will, his wife Barbara will be establishing a new
foundation to continue their charitable legacy.

The Trustee was represented by his firm, Baker & Hostetler.  In
addition to Mr. Sheehan, the Trustee acknowledges the
contributions of the Baker & Hostetler attorneys who worked on
this settlement agreement and filing: Oren Warshavsky, Thomas
Lucchesi, Lauren Resnick, Tracy Cole, Seanna Brown, Marc
Hirschfield, and Amy Vanderwal.

The Picower estate and related entities were represented by
Schulte, Roth & Zabel.  In addition to Mr. Zabel, the Trustee
acknowledges the work of Schulte, Roth & Zabel attorneys Marcy
Harris, Gary Stein, Susan Frunzi, Frank LaSalle, and Harry
Sandick.

                    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.


BEST ENERGY: Issues Warrants to Eliminate $125,000 Term Loan Debt
-----------------------------------------------------------------
On December 6, 2010, Best Energy Services Inc. entered into
Amendment No. 14 to its Revolving Credit, Term Loan and Security
Agreement with PNC Bank, National Association.  The amendment
reduces the Company's Term Loan repayment obligation for January,
February and March 2011 from $125,000 to $0.

In connection with amendment, the Company issued PNC a warrant to
purchase 250,000 shares of common stock for a period of 5 years at
an exercise price of $0.10.

                       About Best Energy

Headquartered in Houston, Texas, Best Energy Services, Inc.
(OTC BB: BEYS) -- http://www.BEYSinc.com/-- is a well
service/workover provider in the Hugoton Basin.

The Company's balance sheet at September 30, 2010, showed
$20.72 million in total assets, $30.58 million in total
liabilities, and a stockholders' deficit of $9.86 million.

M&K CPAs, PLLC, in Houston, Texas, expressed substantial doubt
about Best Energy Services, Inc.'s ability to continue as a going
concern, following the Company's 2009 results.  The independent
auditors noted that the Company's established source of
revenues is not sufficient to cover its operating costs.


BIOVEST INTERNATIONAL: Posts $8.2 Million Net Loss in Fiscal 2010
-----------------------------------------------------------------
Biovest International, Inc., filed on December 14, 2010, its
annual report on Form 10-K, reporting a net loss of $8.17 million
on $5.35 million of revenues for the fiscal year ended
September 30, 2010, compared with a net loss of $14.65 million on
$3.66 million of revenues for the same period ended September 30,
2009.

The Company's balance sheet at September 30, 2010, showed
$3.89 million in total assets, $80.83 million in total
liabilities, and a stockholders' deficit of $76.94 million.

Cherry, Bekaert & Holland, L.L.P., in Tampa, Fla., expressed
substantial doubt about Biovest International's ability to
continue as a going concern.  The independent auditors noted that
the Company incurred cumulative net losses since inception of
roughly $149 million and cash used in operating activities of
roughly $2.7 million during the two years ended September 30,
2010, and had a working capital deficiency of roughly
$79.6 million at September 30, 2010.

                    Emergence from Chapter 11

Of the total liabilities of $80,825,000, $3,927,000, all current,
is not subject to compromise, and 76,898,000 is subject to
compromise.

As reported in the Troubled Company Reporter on November 19, 2010,
Biovest emerged from Chapter 11 protection, and its reorganization
plan became effective, on November 17, 2010.

The Bankruptcy Court confirmed the Plan on October 27, 2010.  The
Plan restructured Biovest's balance sheet by reducing outstanding
debt, rescheduling debt payment obligations and reducing operating
expenses.  Under the Plan, stockholders retained their common
shares.  An important part of the confirmed restructuring was a
previously announced $7 million financing for which ROTH Capital
Partners, LLC, acted as the exclusive placement agent.  Structural
changes to certain agreements are now in effect including the
reduction of the outstanding royalty on BiovaxID sales from 35% to
6.30%, thus expected to enhance Biovest's commercial and
partnering opportunities.

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

               http://researcharchives.com/t/s?7113

                    About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB Market with the stock-ticker symbol "BVTI",
and, as of September 30, 2010, is a 75% owned subsidiary of
Accentia Biopharmaceuticals, Inc., a biotechnology company that is
developing Revimmune(TM) as a comprehensive system of care for the
treatment of autoimmune diseases.

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection on November 10, 2008 (Bankr. M.D. Fla. Case
No. 08-17796).


BRESNAN BROADBAND: S&P Withdraws 'B+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B+'
corporate credit rating on Purchase, New York-based cable operator
Bresnan Broadband Holdings LLC following the completion of its
acquisition by Cablevision Systems Corp.

The withdrawal of the corporate credit rating on Bresnan does not
affect S&P's issue-level ratings on Bresnan's new $840 million
senior secured credit facilities and $250 million unsecured notes.
This debt was issued in conjunction with the Cablevision
acquisition.  While Cablevision does not guarantee the new Bresnan
debt, S&P analyzes Bresnan on a consolidated basis with
Cablevision.


CABLEVISION SYSTEMS: New Unit Acquires Bresnan Properties
---------------------------------------------------------
Cablevision Systems Corporation has completed its acquisition of
Bresnan through a newly-formed subsidiary.  With the completion of
this transaction, Cablevision adds systems serving approximately
297,000 basic cable television subscribers and more than 629,000
homes passed in Montana, Wyoming, Colorado and Utah to its New
York-area cable system and operations.

Cablevision Chief Operating Officer Tom Rutledge, who will oversee
the Bresnan properties as part of Cablevision, said: "We have
tremendous respect for the Bresnan management team and employees
and the quality they have provided for many years to a growing
base of cable, high-speed Internet and phone customers.  We look
forward to continuing this history, this strong commitment to
localism and local operations, and to delivering even more
features and value including faster Internet, more HD programming
and other meaningful enhancements to our customers in these
markets."

The Bresnan acquisition is structured as a newly-formed,
independent, unrestricted subsidiary of Cablevision.  The
transaction was valued at $1.365 billion, subject to certain
adjustments, and was financed using an equity contribution by
Cablevision of approximately $400 million and non-recourse debt of
approximately $1 billion.  The newly-formed subsidiary's capital
structure consists of a $75 million Revolving Credit Facility, a
$765 million Term Loan Facility and $250 million 8.0% Senior Notes
due 2018.  Neither Cablevision nor any of its subsidiaries, other
than the newly-formed subsidiary, will have any obligations or
liability with respect to the new credit facility or Senior Notes.
About Cablevision Systems Corporation.

                     About Cablevision Systems

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

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

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

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


CABLEVISION SYSTEMS: Board Approves Rainbow Leveraged Spin-Off
--------------------------------------------------------------
Following the exploration of a possible spin-off of its Rainbow
Media Holdings LLC business, Cablevision Systems Corporation
announced that its board of directors has authorized the Company's
management to move forward with the leveraged spin-off of Rainbow
Media to Cablevision's stockholders.  The spin-off would be
structured as a tax-free pro rata distribution to stockholders and
is expected to be completed by mid-year 2011, subject to necessary
approvals.

Cablevision President and CEO James L. Dolan commented: "We are
moving forward with the spin-off of Rainbow from Cablevision,
which will create two distinct companies -- one led predominantly
by a premiere cable business and another that houses an attractive
portfolio of successful programming assets.  We believe this will
provide both Cablevision and Rainbow with greater flexibility to
freely pursue their own strategic objectives and individual
business plans, while allowing investors to more clearly evaluate
each of the separate companies' assets and future potential."
As part of the leveraged spin-off, a refinancing of what will be
the new Rainbow would create new debt, a portion of which would be
used to repay approximately $1.25 billion of Cablevision and CSC
Holdings, LLC debt.  It is anticipated that the spin-off would be
in the form of a pro rata distribution to all stockholders of
Cablevision, with holders of Class A common stock receiving Class
A shares in Rainbow and holders of Class B common stock receiving
Class B shares in Rainbow.  Both Cablevision and Rainbow would
continue to be controlled by the Dolan family through their
ownership of Class B shares.

The new Rainbow's assets will include:

   * National programming networks: AMC, WE tv, IFC, Sundance
     Channel and Wedding Central

   * IFC Entertainment, an independent film business that consists
     of multiple brands -- including IFC Films, IFC Productions
     and the IFC Center

   * Rainbow Network Communications, a full service network
     programming origination and distribution company, delivering
     programming to the cable, satellite and broadcast industries
     Businesses that will remain a part of Cablevision include the
     cable and telecommunications businesses, Newsday, News 12
     Networks, MSG Varsity and Clearview Cinemas.

Completion of the spin-off is subject to a number of external
conditions, including receipt of a private letter ruling from the
Internal Revenue Service, the filing and effectiveness of a Form
10 with the Securities and Exchange Commission and the
finalization of the terms and conditions of the required
financing, as well as final approval by Cablevision's board of
directors.  In late November, the company submitted a private
letter ruling request to the IRS regarding the leveraged spin-off.
Cablevision reiterated that it is not considering the sale of
Rainbow or its cable and telecommunications business.

                     About Cablevision Systems

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

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

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

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


CAPSALUS CORP: White Hat Founder Named New Chief Executive
----------------------------------------------------------
Kevin P. Quirk has been appointed CEO of Capsalus Corp.  He
succeeds acting CEO Tad M. Ballantyne, who will maintain his role
as chairman.

Quirk assumes this position with more than two decades of consumer
products operating experience spanning general management and
senior marketing roles in Fortune 500 corporations and start-up
ventures.  He is now responsible for determining Capsalus'
strategic direction and managing performance against overall
business objectives in keeping with the company's mission.

Quirk is the founder of White Hat Brands LLC, a functional
beverage manufacturer focused on children's health and wellness
issues, which he sold to Capsalus earlier this year after raising
multiple rounds of financing and stewarding the business to a
successful exit.  Before White Hat, he held a variety of senior-
level marketing positions for The Coca-Cola Company, initially
hired into the Coca-Cola Accelerated Program, the company's
coveted management training program, from which he was charged
with running the New England market.  He also served as director
of marketing for Minute Maid brands prior to his departure.  In
addition, Quirk spent nearly a decade at Anheuser-Busch, working
in brand management, field sales and marketing, wholesaler
development and strategic planning, most notably as market
development manager of the Wisconsin territory, and as founder of
the company's business development group, providing internal
management consulting to a network of more than 800 distributors.

"Kevin's proven track record as someone who excels at launching
successful brands, fostering business discipline, and managing
growth is a tremendous asset as we build our portfolio and drive
Capsalus' performance," said Ballantyne.

Quirk holds a BS in marketing and a BA in communications from
Saint Louis University, and a letter of MBA equivalence from
Harvard Business School.

                       About Capsalus Corp.

Atlanta, Ga.-based Capsalus Corp. offers a broad range of
solutions to global health problems.  WhiteHat Holdings, LLC, was
acquired on April 14, 2010.  In combining with WhiteHat, the
Company is creating a new, consumer-driven business unit, the
Nutritional Products Division, focused on healthy food and
beverages.

The Company has accumulated losses totaling $18.64 million from
inception through September 30, 2010, and a net working capital
deficit of $2.26 million as of September 30, 2010.

The Company's balance sheet at September 30, 2010, showed
$3.03 million in total assets, $4.58 million in total liabilities,
and a stockholders' deficit of $1.55 million.


CATHAY FOREST: Unable to Timely File 3rd Quarter Fin'l Statements
-----------------------------------------------------------------0
Cathay Forest Products Corp. provided its bi-weekly Default Status
Report in accordance with National Policy 12-203 - Cease Trade
Order for Continuous Disclosure Defaults.  On December 1, 2010 the
Company announced that it was not able to timely file its interim
financial statements and accompanying management's discussion and
analysis and related CEO and CFO certifications for the period
ended September 30, 2010.

In accordance with NP 12-203, and as previously announced, the
Company applied to the applicable securities commissions for
Management Cease Trade Orders related to the common shares of
Cathay Forest to be imposed against certain of the Company's
executive officers instead of a general Cease Trade Order being
imposed against all common shares of the Company.  On December 8,
2010, the Ontario Securities Commission issued a temporary
management cease trade order expiring on December 23, 2010 related
to the Company's common shares against certain executive officers
of the Company for so long as the 2010 Third Quarter Financial
Statements are not filed.  The issuance of such Management Cease
Trade Orders does not generally affect the ability of persons who
have not been directors, officers or insiders of the Company to
trade the common shares of the Company.  A general Cease Trade
Order may be imposed by the applicable securities commissions if
the Company fails to satisfy the provisions of the Alternative
Information Guidelines required pursuant to NP 12-203.

Cathay Forest is working with its auditors to complete the review
of the 2010 Third Quarter Financial Statements as soon as
possible.  Until the 2010 Third Quarter Financial Statements are
filed, the Company intends to satisfy the Alternative Information
Guidelines by issuing bi-weekly Default Status Reports, each of
which will be issued in the form of a press release.  If the 2010
Third Quarter Financial Statements are not filed beforehand, the
Company intends to issue its next Default Status Report on
December 30, 2010.

The Company reports that since its original announcement on
December 1, 2010 in respect of the delay in filing its 2010 Third
Quarter Financial Statements, there have not been any material
changes to the information provided in the Notice other than as
described herein nor any failure by the Company in fulfilling its
stated intention with respect to satisfying the Alternative
Information Guidelines.  In addition, there has not been any other
specified default by the Company under NP 12-203, nor are any
anticipated and there is no other material information concerning
the affairs of the Company that has not been generally disclosed.

                         About Cathay Forest

Cathay Forest is a forest products company that manages
approximately 1,000,000 hectares of standing timber properties and
fast-growth, high-yield poplar plantations in China and Russia.
Cathay Forest is building a world-class forest products company
through a customer base that includes the domestic Chinese pulp
and paper industry and other wood products customers in the
Japanese market.


CENTRAL FALLS, R.I.: Needs State Aid to Avert Collapse
------------------------------------------------------
Central Falls, R.I., should be annexed to a larger city to prevent
a near-term financial collapse that could hurt the state and its
other municipalities, the state-appointed receiver to Central
Falls, Mark Pfeiffer, said in a report in December 16, 2010, Dow
Jones' Small Cap reports.

In addition, Mr. Pfeiffer said, Rhode Island must pass legislation
reforming union contracts, pensions and retiree health care, which
would affect all municipalities but is essential for Central
Falls, since it won't be able to fund any other service, include
public safety, for about five years to fully meet its pension and
retiree health obligations, according to the report.

If annexation to the larger city of Pawtucket isn't successful,
Central Falls should regionalize services with another city or
town, potentially under a new form of government, Mr. Pfeiffer
said, the report notes.

Should these proposals fail, the last resort would be filing for
Chapter 9 municipal bankruptcy, which would affect the ability of
Rhode Island and its cities and towns to borrow money, Mr.
Pfeiffer added, Dow Jones' says.


CHENIERE ENERGY: Paulson Entities Disclose 4.9% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on December 6, 2010, the Paulson Entities disclosed
that they collectively own 2,824,085 shares of Common Stock of
Cheniere Energy, Inc. representing 4.9% of the shares outstanding.
As of November 1, 2010, there were 57,643,732 outstanding shares
of the Company.

The Paulson Entities disclosed shares ownership:

                                          Amount          Equity
                                     Beneficially Owned   Stake
                                     ------------------   ------
Paulson & Co. Inc.                      2,824,085         4.9%
Paulson Partners L.P.                           0           0%
Paulson Partners Enhanced, L.P.                 0           0%
Paulson International Ltd.                      0           0%
Paulson Advantage Select Ltd.              12,386         0.1%
Paulson Advantage Master Ltd.             717,444         1.2%
Paulson Advantage Plus Master Ltd.      2,018,580         3.5%
Paulson Enhanced Ltd.                           0           0%
Johnson Paulson                         2,824,085         4.9%

                       About Cheniere Energy

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

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

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


CHESTATEE STATE BANK: Closed; Bank of Ozarks Assumes All Deposits
-----------------------------------------------------------------
Chestatee State Bank of Dawsonville, Ga., was closed on Friday,
December 17, 2010, by the Georgia Department of Banking and
Finance, which appointed the Federal Deposit Insurance Corporation
as receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Bank of the Ozarks of
Little Rock, Ark., to assume all of the deposits of Chestatee
State Bank.

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

As of September 30, 2010, Chestatee State Bank had around $244.4
million in total assets and $240.5 million in total deposits.
Bank of the Ozarks did not pay the FDIC a premium for the deposits
of Chestatee State Bank.  In addition to assuming all of the
deposits of the failed bank, Bank of the Ozarks agreed to purchase
essentially all of the assets.

The FDIC and Bank of the Ozarks entered into a loss-share
transaction on $195.3 million of Chestatee State Bank's assets.
Bank of the Ozarks will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

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

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-238-8209.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $75.3 million.  Compared to other alternatives, Bank of
the Ozarks's acquisition was the least costly resolution for the
FDIC's DIF.  Chestatee State Bank is the 153rd FDIC-insured
institution to fail in the nation this year, and the 19th in
Georgia.  The last FDIC-insured institution closed in the state
was Darby Bank & Trust, Vidalia, on November 12, 2010.


CHINA TEL: ChinaTel and GBNC to Contribute Resources in China
-------------------------------------------------------------
On December 13, 2010, China Tel Group Inc. entered into a
Subscription and Shareholder Agreement with Golden Bridge Network
Communications Co., Ltd., a limited liability company organized
under the laws of the People's Republic of China.  Pursuant to the
Agreement, ChinaTel and GBNC will each contribute certain
resources in order to deploy and operate a 4G telecommunications
network in the PRC.  The material terms of the Agreement are as
follows:

   * GBNC shall contribute to the joint venture its right, title
     and interest in certain assets and entitlements GBNC holds in
     the PRC, which include existing wireless broadband access
     licenses and concessions in two PRC cites, internet service
     provider licenses in 26 PRC cities, GBNC's rights to apply
     for additional WBA and ISP licenses in additional cities and
     regions throughout the PRC, and other contracts and
     relationships.  ChinaTel shall contribute to the joint
     venture its technical expertise and the investment capital to
     finance the capital expenditures, operating expenses, and
     other negative cash flow of the joint venture.

   * The joint venture between GBNC and ChinaTel is represented by
     a series of new entities to be created, with interlocking
     ownership, each referred to in the Agreement by a fictitious
     name, with the actual name of each entity to be agreed based
     on legal and marketing considerations.  The Entities are "New
     Co," a parent company to be created in the Cayman Islands,
     "HK Co," a wholly owned subsidiary of New Co to be created in
     Hong Kong, and "WFOE," a wholly owned subsidiary of HK Co to
     be created in the PRC in a manner so as to qualify as a
     "wholly owned foreign enterprise" under PRC law.  GBNC shall
     subscribe to 51% and ChinaTel 49% of the stock of New Co.

   * The Board of Directors of each of the Entities shall be
     comprised of five Directors, three of whom shall be appointed
     by ChinaTel and two by GBNC.  The Bylaws of each of the
     Entities shall contain various provisions for the protection
     of majority and minority stockholders, requiring a 75% super-
     majority vote of shareholders on certain corporate action,
     and including joint signature on bank accounts, and custody
     of the corporate seal or "chop" of each of the Entities to be
     held in escrow by a neutral third party.

   * In addition to the Entities, a management company shall be
     created in Hong Kong or other jurisdiction to be agreed
     between GBNC and ChinaTel.  The management company shall be
     controlled by ChinaTel and shall enter into a management
     contract with WFOE to provide marketing, sales, additional
     spectrum acquisition, and other services to WFOE.

   * ChinaTel, or a company controlled by ChinaTel, shall purchase
     and then lease to WFOE at market rates such equipment and
     other CAPEX assets as are required for deployment of the
     joint venture's WBA networks.  The lease may include an
     option for WFOE to purchase the equipment for a nominal sum
     when the total amount of lease payments received equals
     repayment of all amounts ChinaTel has paid, including
     financing costs to others, to purchase the equipment.

   * The following events shall each occur within ten days after
     WFOE is registered to do business:

        i) ChinaTel shall issue to the management company 50
           million shares of its Series A common stock, of which 5
           million shares shall be issued to GBNC's CEO, Fu Jian-
           Hui,

       ii) ChinaTel shall pay in $5 million as the initial
           registered capital of WFOE, and

      iii) GBNC shall transfer to WFOE relevant rights of the
           assets and entitlements held by GBNC and identified in
           the Agreement.  As to any asset or right that is
           incapable of transfer of ownership, GBNC shall
           cooperate to contract with, lease, or otherwise convey
           to WFOE all or so much of the beneficial rights in such
           asset or right to the maximum extent authorized under
           PRC law.

           If ChinaTel fails to deposit the initial registered
           capital and shares within the time required, GBNC has
           the right to terminate the Agreement.

   * The $5 million initial registered capital of WFOE shall be
     used to meet part of the cash requirements for CAPEX and OPEX
     related to deployment and operation of WBA networks in the
     first two cities to be deployed, Fuzhou and Xiamen.  ChinaTel
     shall also pay or arrange financing for up to $20 million
     towards other CAPEX and OPEX for deployment and operation of
     WBA networks in those two cities.  Prior to the registration
     of WFOE to do business, ChinaTel shall advance funds
     necessary to commence immediately engineering work required
     for deployment of WBA networks in Fuzhou and Xiamen.

   * When GBNC obtains WBA licenses for seven additional cities --
     Quanzhou, Zhang Zhou, Longyan, Putian, Sanming, Nanping and
     Ningde -- ChinaTel shall pay in to increase the registered
     capital of WFOE from $5 million to $20 million and shall pay
     or arrange financing for up to $80 million towards other
     CAPEX and OPEX for deployment and operation of WBA networks
     in those seven additional cities.

   * When GBNC obtains WBA licenses for cities in addition to the
     first nine cities specifically identified, ChinaTel shall pay
     or arrange financing for CAPEX and OPEX required for
     deployment and operation of WBA networks in those additional
     cities, based on budgets to be agreed and formulas similar to
     actual expenses for the first nine cities.

   * WFOE shall be entitled to all revenue that is capable of
     being realized by the joint venture, including: (i) fees
     charged to WBA and ISP subscribers; (ii) lease, transport or
     co-location fees charged to third-party carrier users of any
     infrastructure equipment; (iii) lease or sale of hardware or
     devices marketed by WFOE; and (iv) value added services and
     applications.

   * The financial goals of the joint venture include: (i)
     permitting ChinaTel to fully report the financial results of
     WFOE as part of ChinaTel's consolidated financial statements;
     (ii) permitting New Co and HK Co to control the PRC-based
     assets of the joint venture, and the revenue to be generated
     from those assets; (iii) when PRC law allows, transforming
     WFOE into a foreign-invested telecommunications enterprise,
     so that ChinaTel's interests in the Entities can be converted
     to a direct 49% ownership in the FITE; and (iv) eventual
     public listing of WFOE's operations on a stock exchange, such
     as HKSE, NYSE, NASDAQ or London AIM in order to expand the
     base of equity capital available for deployment and expansion
     of the joint venture's WBA networks, and to recapture some or
     all of the respective investments of GBNC and ChinaTel.

   * From the proceeds of any public listing of WFOE's operations
     on a stock exchange, ChinaTel shall be entitled to repayment
     of the shortfall between lease payments and amounts ChinaTel
     has paid, including financing costs to others but without
     interest to ChinaTel, and repayment of all other amounts
     ChinaTel has invested in CAPEX or OPEX.

   * Except as to the proceeds generated by a public listing of
     WFOE's operations on a stock exchange, Golden Bridge and
     ChinaTel contemplate that substantially all excess free cash
     flow and net operating income generated by the joint venture
     shall be re-invested in the form of deploying additional
     cities and expanding geographic coverage and capacity in
     previously deployed cities for a period of ten years.

   * All profits in excess of amounts required to deploy
     additional cities, expand coverage and capacity in previously
     deployed cities, and other reserves for taxes, working
     capital, loan repayment, and other contingencies, shall be
     distributed in full in the form of dividends.

The source of funds for this acquisition of assets is the Isaac
Organization Inc., a Canadian corporation, pursuant to the Amended
and Restated Stock Purchase Agreement between ChinaTel and Isaac
dated May 9, 2010.  It is anticipated that ZTE Corporation, a PRC
company, will offer ChinaTel a favorable financing proposal for
CAPEX and OPEX, and facilitate ChinaTel's application for debt
financing by banks with which ZTE has relationships.

                         About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

The Company's balance sheet at June 30, 2010, showed $8.9 million
in total assets, $26.2 million in total liabilities, and a
stockholders' deficit of $17.3 million.

Mendoza Berger & Company, LLP, in Irvine, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has incurred a net
loss of $56.0 million for 2009, cumulative losses of
$165.4 million since inception, a negative working capital of
$68.8 million and a stockholders' deficit of $63.2 million, and
that the Company's viability is dependent upon its ability to
obtain future financing and the success of its future operations.


CHRYSLER LLC: Chrysler Holding Dismissed From Auto Dealer's Suit
----------------------------------------------------------------
Webster Chrysler Jeep, Inc., and Randy Henderson, as its
President, v. Chrysler Holding LLC, Chrysler, LLC, Daimlerchrysler
Financial Services Americas LLC, Chrysler Motors LLC, and Chrysler
Realty Company LLC, Case No. 08-CV-6535 (W.D. N.Y.), brings claims
against the defendants pursuant to the Automobile Dealer's Day in
Court Act, codified at 15 U.S.C. Secs. 1221-1226, the Equal Credit
Opportunity Act, codified at 15 U.S.C. Secs. 1691-1691f, and
several state statutory and common law causes of action claiming
that the defendants, inter alia, attempted to wrongfully terminate
the plaintiffs' motor vehicle franchise.  The action was commenced
on November 25, 2008.

Defendant Chrysler Holding LLC seeks to dismiss the plaintiffs'
Amended Complaint on grounds that the Amended Complaint fails to
state a claim against Chrysler Holding.  Chrysler Holding contends
that it is not a proper defendant for purposes of the plaintiffs'
ADDCA claim because it was not a party to the franchise agreement
entered into by the plaintiffs.  The defendant claims that as a
matter of law, it can not be held liable under the ADDCA because
it was not a party to any agreement with the plaintiffs.  Chrysler
Holding further claims that it may not be held liable to the
plaintiffs under the ECOA because it is not a creditor of the
plaintiffs.  The defendant also contends that the plaintiffs have
failed to state any claim against it under state statutory or
common law, and that in any event, because the court lacks
original jurisdiction over Chrysler Holding, the court should
dismiss the pending state claims against it.

The Plaintiffs oppose defendant's motions on grounds that Chrysler
Holding, as the parent company of the other named defendants, is
liable to the plaintiffs as a principal under an agency theory.
The Plaintiffs further argue that because no discovery has taken
place, and because the various Chrysler defendants and entities
have complex interrelationships, it is impossible at this stage of
the litigation to know exactly what role Chrysler Holding played
with respect to any franchise or finance agreements entered into
by the defendants with the plaintiffs, and therefore the
plaintiffs should be allowed to engage in discovery to ascertain
Chrysler Holding's role in allegedly attempting to wrongfully
terminate the plaintiffs' dealership.

District Judge Michael A. Telesca finds that defendant Chrysler
Holding is not an "automobile manufacturer" as that term is
defined under the ADDCA, and may not be held liable as a principal
of any agent automobile manufacturer, and therefore, Chrysler
Holding is not a proper defendant under the ADDCA.  Chrysler
Holding is not a creditor for purposes of the ECOA and may not be
held liable as a principal of any agent creditor, and therefore,
Chrysler Holding is not a proper defendant under the ECOA.  Judge
Telesca dismisses the plaintiff's state law causes of action
against Chrysler Holding for lack of subject matter jurisdiction
over Chrysler Holding.

A copy of the District Court's December 13, 2010 Decision and
Order is avialalbe at http://is.gd/iPFZ3from Leagle.com.

                          About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of December 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20%
equity interest in Chrysler Group.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans are to
be repaid with the proceeds of the bankruptcy estate's
liquidation.


CINRAM INTERNATIONAL: Bank Debt Trades at 23% Off
-------------------------------------------------
Participations in a syndicated loan under which Cinram
International, Inc., is a borrower traded in the secondary market
at 77.00 cents-on-the-dollar during the week ended Friday,
December 17, 2010, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents a
drop of 0.67 percentage points from the previous week, The Journal
relates.  The Company pays 175 basis points above LIBOR to borrow
under the facility.  The bank loan matures on April 26, 2011, and
carries Moody's B3 rating and Standard & Poor's CCC+ rating.  The
loan is one of the biggest gainers and losers among 193 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.
With headquarters in Toronto, Ontario, Canada, Cinram
International, Inc., is one of the world's largest independent
manufacturers, replicators and distributors of DVDs and audio CDs.

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

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

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


CITIGROUP INC: S&P Raises Rating on Junior Debt to 'BB+'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'A/A-
1' counterparty credit rating on Citigroup Inc.  S&P also affirmed
the ratings on various affiliates, including the 'A+/A-1'
counterparty credit rating on Citibank N.A., its lead bank
subsidiary.  At the same time, S&P raised the stand-alone credit
profile on Citi by one notch to 'bbb+' from 'bbb' and raised the
SACP of CitibankN.A.  by one notch to 'a-' from 'bbb+'.  S&P
raised the junior subordinated debt ratings on Citigroup Inc. to
'BB+' from 'BB-' and the preferred stock rating to 'BB+' from 'C'.
The counterparty credit ratings now reflect two notches of uplift
from the SACPs from extraordinary support.

"The upgrade of the SACP reflects Citi's sustained improvement in
earnings and its ability to further derisk Citi Holdings.
Accordingly, S&P now enhances the rating by two notches to reflect
the potential for additional support, compared to the three
notches S&P had indicated previously," said Standard & Poor's
credit analyst Stuart Plesser.

S&P's ratings consider that Citi is a highly diversified bank with
leading positions in various product lines and an unsurpassed
global reach.  In S&P's view, Citi retains a strong franchise in
the form of the businesses that management has designated as core,
including global wholesale/investment banking, its consumer-
banking business with a focus on affluent customers in large urban
areas, and its well-performing transaction-services operations.
Within these businesses, Citi now has a more focused strategy,
relying on its transaction-services business to garner commercial
clients while concentrating on affluent customers in its retail
operations.  S&P believes this strategy differs from its former
strategy of being a financial supermarket with a breadth of
products and a wide range of economically diverse customers.  S&P
believes that the new strategy should result in the company being
more manageable.

The company faces the challenge of realizing value from a wide
array of other businesses-organized as Citi Holdings-that it has
designated as nonstrategic and therefore has slated for
divestiture, restructuring, or winding down.  Rapid progress has
been made in downsizing Citi Holdings: Its total assets stood at
$421 billion at the end of third-quarter 2010, down $477 billon
from March 2008.

With this downsizing, Citi has substantially reduced its exposure
to the legacy trading positions that contributed to massive losses
in 2008 and had a destabilizing effect on the company.  Although
its loan portfolio continues to pressure Citi's earnings, signs of
stabilization and credit improvement have begun to materialize, as
reflected by five consecutive quarters of declining credit losses
on a managed basis.

However, Citi Holdings continues to weigh down Citigroup's
earnings.  Indeed, Citi Holdings has generated pretax losses in
all three quarters of 2010, although the losses narrowed in the
third quarter.  This contrasts sharply with Citicorp, which is on
target to produce a return on assets of 1.30% in 2010, with pretax
margins of more than 30.0%.  In addition, although S&P views
Citi's capital to be of high quality--as reflected by its above-
peer common Tier 1 ratio of 10.33% as of Sept. 30, 2010--its
capital ratio is still less than that of many of its global peers
under S&P's risk-adjusted capital framework.  Citi's RACF ratio is
also less than the average of U.S. large financial institutions,
which as of Sept. 30, 2010, was 6.1% before diversification and
7.5% after diversification.

S&P continues to evaluate whether Citi will be able to show
sufficient additional improvement in its operating performance and
profitability to benefit its SACP and eliminate the current gap
between the ICR and the SACP.  In particular, S&P is gauging the
ongoing divestiture of assets in Citi Holdings and expect the
percentage decline in assets to continue, albeit at lower levels
than in 2010.  S&P expects asset sales to be at or about the
economic value reflected in the financial statements, and expects
sales to be completed for the most part, without Citi financing.
S&P also expects credit trends to continue to improve in both
Citicorp and Citi Holdings.  In addition, S&P looks for further
revenue traction in Citicorp, and for it to have a return on
assets of 1.25% or higher in 2011 and for Citigroup to have a
return on asset in the range of 1.25%-1.50% over time.  Finally,
S&P expects continued improvement in capital measures, reflecting
both earnings improvement and further derisking of Citi Holdings.

The upgrade of Citi's hybrid capital issues reflects S&P's view of
the improvement in Citi's SACP.  With Citi's profitability
improving, S&P now rate these issues in line with global peers,
three notches below the SACP.  In addition, S&P has raised its
rating on Citi's approximately $312 million of preferred stock to
three notches below the SACP to reflect both improved company
profitability and the commencement of a preferred dividend in
October 2010.

The outlook is negative.  Currently, S&P's rating on Citigroup is
two notches higher than the SACP, reflecting its assumption of
potential government support.  S&P first introduced the concept of
extraordinary support for U.S. banks during fourth-quarter 2008.
At that time, S&P said that the support is temporary and S&P
expects the SACPs and issuer credit ratings to converge,
reflecting progressively decreasing expectation of government
support as stability returns to the markets and existing funding
and capital support programs run off.  S&P continues to evaluate
the uplift S&P give in the ratings for expectations of government
support for U.S. banks.  S&P is mindful that a key intent of the
Dodd-Frank legislation is to eliminate taxpayer bailouts of
systemic financial institutions, but S&P also recognizes there are
practical reasons why support may be maintained.  The reduction of
one notch of ratings uplift with this review is an interim step in
S&P's analytical process.

S&P is in the process of ascertaining whether Citi will show
sufficient additional improvement in operating performance and
profitability to benefit its SACP and eliminate the current gap
between the ICR and the SACP.


CLAIRE'S STORES: Moody's Upgrades Corp. Family Rating to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service upgraded Claire's Stores, Inc.'s
ratings, including its Corporate Family Rating and Probability of
Default Rating, to Caa2 from Caa3.  The Speculative Grade
Liquidity rating of SGL-3 was affirmed.  The rating outlook was
also revised to positive from stable.

                        Ratings Rationale

The upgrade reflects a decrease in Claire's probability of default
given that the company can now fully cover its interest expense.
This is due to earnings improvement from solid comparable store
sales growth, improved merchandise margins, and continued expense
discipline.  For the twelve months ending October 30, 2010
Claire's EBITA to interest expense was 1.0 time which Moody's
believes is sustainable.

Claire's Caa2 Probability of Default Rating reflects Moody's view
that although Claire's credit metrics have improved, they remain
very weak as a result of its heavy debt load.  For the twelve
months ending October 30, 2010, Claire's debt to EBITDA was very
high at 9.3 times.  However the rating reflects that Claire's
earnings can fully cover its interest expense even after it loses
its ability to defer paying cash interest on its $350 senior
unsecured notes in June 2011.  The rating is also supported by
Claire's adequate liquidity, lack of near dated debt maturities,
and ability to self fund growth capital expenditures.  Claire's
has several strong qualitative factors including its value
positioned price points, international geographic presence, well
known brand name, and high margins relative to specialty retail
peers.

The positive outlook reflects Moody's view that Claire's sales and
earnings will improve, which could lead to a higher rating over
time.  Claire's can self fund new store openings which will drive
earnings growth as will its value price points which continue to
resonate with consumers.  The positive outlook also reflects
Moody's view that Claire's current expense discipline will
continue.

These ratings were upgraded and LGD point estimates changed:

  -- Corporate Family Rating to Caa2 from Caa3

  -- Probability of Default Rating to Caa2 from Caa3

  -- $200 million senior secured revolving credit facility to Caa1
     (LGD 3, 34% from Caa2 (LGD 3, 33%)

  -- $1,450 million senior secured term loan to Caa1 (LGD 3, 34%)
     from Caa2 (LGD3, 33%)

  -- Senior unsecured notes to Caa3 (LGD 4, 67%) from Ca (LGD 4,
     65%)

These ratings are affirmed:

  -- Senior subordinated notes at Ca (LGD 6, 94%)
  -- Speculative Grade Liquidity rating at SGL-3

The last rating action on Claire's Stores, Inc., was on
December 18, 2009, when its Speculative Grade Liquidity rating was
upgraded to SGL-3 from SGL-4 and its Probability of Default Rating
was affirmed at Caa3 with a stable outlook.

Ratings could be upgraded should Claire's operating performance
improve to levels such that a refinancing of its debt maturities
is likely and the company could fully cover its interest expense
even if interest expense were to increase.  Quantitatively, EBITA
to interest expense would need to remain meaningfully above 1.0
time.  In addition, an upgrade would require Claire's to maintain
adequate liquidity.

Ratings could be downgraded should operating performance or
liquidity deteriorate, interest coverage weaken, or if for any
reason the overall probability of default were to increase.

Claire's Stores, Inc., headquartered in Hoffman Estates, IL, is
the leading specialty retailer of value-priced jewelry and fashion
accessories for pre-teens, teenagers, and young adults.  It
operates 2,971 stores and franchises 398 stores in North America
and Europe.  Revenues are about $1.4 billion.


CLARE HOUSE: Court Says Residents Have Interest in Real Property
----------------------------------------------------------------
Clare House Bungalow Homes Residents Association, v. Clare House
Bungalow Homes, L.L.C., a Washington limited liability company, et
al., Adv. Pro. No. 09-80164 (Bankr. E.D. Wash.), arose from a
state court law suit against Clare House Bungalow Homes, L.L.C.
and various entities which hold liens or Deeds of Trust on the
real estate of Clare House.  The state court complaint seeks a
determination that the interests of the members of the plaintiff
association who are residents of the 24 of 28 living units owned
and managed by Clare House are superior to the interests of the
defendants.  The state court action was a classic quiet title
action and sought to restrain the foreclosure sale then pending by
defendant Caudill Living Trust, which holds a Deed of Trust on the
real property.  Counterclaims were filed by Caudill Living Trust
which alleged that the actions of the plaintiff association and
its members constitute slander of title and that the filing of the
Lis Pendens on the real property records at the time of
commencement of the state court action was wrongful.  It seeks
damages on those counterclaims.  The state court quiet title
action was removed to the Bankruptcy Court following Clare House's
bankruptcy.

The defendants have sought summary judgment, alleging that their
interests are superior to those of the members of the plaintiff
association.  The plaintiff association's cross motion for summary
judgment alleges that its members hold interests superior to those
of the defendants.

Judge Patricia C. Williams grants the plaintiff association's
Motion for Summary Judgment, in part, to the extent it determines
that the resident agreements granted an interest in real property
to the Residents.  That interest is the exclusive right to occupy
and use the particular unit of each Resident and the non-exclusive
right of use of the common areas.  The right to receive a monetary
sum which arises after termination of the property interest is a
personal contract right.  Those real property interests of
Residents Raun and Hoffman who recorded their agreements in the
real property records are superior to the rights of the
defendants.  As to the other Residents, the priority or
superiority of their rights vis-a-vis the defendants must be
determined at trial.

Judge Williams rules that the defendants' Motion for Summary
Judgment seeking dismissal of the plaintiff association's causes
of action must be denied as is the defendants' request for an
award of damages and attorney fees based upon the counterclaims of
slander of title and wrongful filing of a lis pendens.  The
counterclaims must be dismissed.

A copy of Judge Williams' December 14, 2010 Memorandum Decision is
available at http://is.gd/iPbs3from Leagle.com.

Based in Spokane, Washington, Clare House Bungalow Homes, LLC, is
a senior living facility.  It filed for chapter 11 bankruptcy
(Bankr. E.D. Wash. Case No. 10-03507) on June 10, 2010.  Brant L.
Stevens, Esq. -- brantstevens2010@gmail.com -- in Spokane, serves
as the Debtor's counsel.  In its petition, the Debtor listed
$1 million to $10 million in both assets and debts.


CLAIRE'S STORES: Bank Debt Trades at 9% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 91.03 cents-
on-the-dollar during the week ended Friday, December 17, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.31
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 29, 2014, and carries
Moody's Caa2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 193 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of January 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

Claire's Stores carries 'Caa3' long term corporate family and
probability of default ratings, with 'stable' outlook, from
Moody's Investors Service, and 'B-' issuer credit ratings, with
'stable' outlook, from Standard & Poor's.


CLEAR CHANNEL: Bank Debt Trades at 15% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 84.70 cents-on-the-dollar during the week ended Friday,
December 17, 2010, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents an
increase of 4.49 percentage points from the previous week, The
Journal relates.  The Company pays 365 basis points above LIBOR to
borrow under the facility.  The bank loan matures on January 30,
2016, and carries Moody's Caa1 rating and Standard & Poor's CCC+
rating.  The loan is one of the biggest gainers and losers among
193 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                        About Clear Channel

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

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

                            *     *     *

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

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


CLEARWIRE CORP: Intel Corporation Discloses 33.1% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on December 6, 2010, Intel Corporation disclosed that
it beneficially owns 102,404,811 shares of Clearwire Corporation
Class A Common Stock, representing 33.1% of the shares
outstanding.  The number of shares outstanding of the Company's
Class A common stock as of November 1, 2010 was 243,264,716.  The
number of shares outstanding of the Company's Class B common stock
as of November 1, 2010 was 743,481,026.

Intel Corporation does not directly own any shares of Class A
Common Stock of the Company.  As of December 6, 2010, by reason of
the provisions of Rule 13d-3 under the Act, Intel Corporation is
deemed to beneficially own and to share voting and investment
power with respect to 102,404,811 shares of Class A Common Stock
that are beneficially owned as follows:

   -- 36,759,999 shares of Class A Common Stock that are
      beneficially owned as follows: 33,333,333 shares of Class A
      Common Stock that are held of record by Intel Capital;
      3,333,333 shares of Class A Common Stock that are held of
      record by Intel Cayman; and warrants exercisable for 93,333
      shares of Class A Common Stock that are held of record by
      Middlefield; and

   -- 65,644,812 shares of Class A Common Stock that are
      beneficially owned as follows: 21,881,604 shares of Class B
      Common Stock and Class B Common Units that are held of
      record by Intel Entity A; 21,881,604 shares of Class B
      Common Stock and Class B Common Units that are held of
      record by Intel Entity B; and 21,881,604 shares of Class B
      Common Stock and Class B Common Units that are held of
      record by Intel Entity C.

Each share of Class B Common Stock, together with one Class B
Common Unit, is exchangeable at any time at the option of the
holder, into one fully paid and nonassessable share of Class A
Common Stock of the Company.

On November 30, 2010, in connection with the offering by the
Company's operating subsidiary, Clearwire Communications LLC, of
$650 million aggregate principal amount of 8.25% exchangeable
notes due 2040, Intel Capital, Intel Cayman, Middlefield, Intel
Entity A, Intel Entity  B, and Intel Entity C executed a lock-up
agreement with respect to the Class A Common Stock.  The Offering
is part of a plan to raise over $1.3 billion through the offering
of debt securities in private placement transactions, which was
initially announced by the Issuer on December 2, 2010.

The Lock-up Agreements provide that each of the Intel
Stockholders, during the period beginning on December 2, 2010 and
ending on January 31, 2011, will not, subject to certain
exceptions:

   (1) lend, offer, pledge, sell, contract to sell, sell any
       option or contract to purchase, purchase any option or
       contract to sell, grant any option, right or warrant to
       purchase, or otherwise transfer or dispose of, directly or
       indirectly, any shares of Class A Common Stock or any
       securities convertible into or exercisable or exchangeable
       for Class A Common Stock held by such Intel Stockholder on
       the date of the Lock-up Agreement, or publicly disclose the
       intention to make any offer, sale, pledge or disposition;

   (2) enter into any swap or other agreement that transfers, in
       whole or in part, any of the economic consequences of
       ownership of the Class A Common Stock or such other
       securities, whether any such transaction is to be settled
       by delivery of Class A Common Stock or such other
       securities, in cash or otherwise; or

   (3) make any demand for or exercise any right with respect to
       the registration of any shares of Class A Common Stock or
       any security convertible into or exercisable or
       exchangeable for Class A Common Stock.

The foregoing restrictions do not apply to, among other things,
any disposition by the Intel Stockholders of any shares of Class A
Common Stock that such Intel Stockholders received as merger
consideration in the Clearwire Merger, or any contract, option or
other arrangement or understanding entered into by any of the
Intel Stockholders with respect to the hedging of such shares.

Further, pursuant to the terms of the Equityholders' Agreement,
each of the Intel Stockholders has preemptive rights with respect
to the proposed issuance and sale of Class A Common Stock and
rights to purchase or acquire Class A Common Stock, which would
include the exchangeable notes in the Offering; however, each of
the Intel Stockholders signed a stockholder acknowledgment as of
November 30, 2010, waiving its Preemptive Rights solely with
respect to the Offering.

                   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."


CLEARWIRE CORP: Purchasers Exercise Over-Allotment Option
---------------------------------------------------------
Clearwire Corporation announced the initial purchasers of the
8.25% exchangeable notes due 2040 issued by its operating
subsidiary, Clearwire Communications LLC, partially exercised
their $100,000,000 over-allotment option by purchasing an
additional $79,250,000 aggregate principal amount of the
Exchangeable Notes.

The offering of the additional Exchangeable Notes was completed
[Wednes]day.  Clearwire Communications previously issued
$650,000,000 aggregate principal amount of Exchangeable Notes on
December 8, 2010.

The Exchangeable Notes were issued in a private offering that is
exempt from the registration requirements of the Securities Act of
1933, as amended.  The Exchangeable Notes have not been registered
under the Securities Act or any state or other securities laws and
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

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

                   About Clearwire Corporation

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

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

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

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


COMMUNITY NATIONAL: Closed; Farmers & Merchants Assumes Deposits
----------------------------------------------------------------
Community National Bank of Lino Lakes, Minn., was closed on
Friday, December 17, 2010, by The Office of the Comptroller of the
Currency, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Farmers &
Merchants Savings Bank of Manchester, Iowa, to assume all of the
deposits of Community National Bank.
The two branches of Community National Bank will reopen during
normal hours as branches of Farmers & Merchants Savings Bank.
Depositors of Community National Bank will automatically become
depositors of Farmers & Merchants Savings Bank.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to applicable limits.
Customers of Community National Bank should continue to use their
existing branch until they receive notice from Farmers & Merchants
Savings Bank that it has completed systems changes to allow other
Farmers & Merchants Savings Bank branches to process their
accounts as well.
As of September 30, 2010, Community National Bank had around $31.6
million in total assets and $28.8 million in total deposits.
Farmers & Merchants Savings Bank did not pay the FDIC a premium
for the deposits of Community National Bank In addition to
assuming all of the deposits of the failed bank, Farmers &
Merchants Savings Bank agreed to purchase essentially all of the
assets.
Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-356-1848.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $3.7 million.  Compared to other alternatives, Farmers &
Merchants Savings Bank's acquisition was the least costly
resolution for the FDIC's DIF.  Community National Bank is the
157th FDIC-insured institution to fail in the nation this year,
and the eighth in Minnesota.  The last FDIC-insured institution
closed in the state was Community Security Bank, New Prague, on
July 23, 2010.


COMPETITIVE TECH: Posts $1.1 Million Net Loss in Oct. 31 Quarter
----------------------------------------------------------------
Competitive Technologies, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $1.09 million on $119,470 of
total revenue for the three months ended October 31, 2010,
compared with a net loss of $755,726 on $144,127 of total revenue
for the three months ended October 31, 2009.

Product sales were $107,996 in the first quarter of fiscal 2011,
compared with products sales of $135,096 in the first quarter of
fiscal 2010.

The Company's balance sheet at October 31, 2010, showed
$3.14 million in total assets, $1.62 million in total liabilities,
and shareholders' interest of $1.52 million.

As reported in the Troubled Company Reporter on November 2, 2010,
Mayer Hoffman McCann CPAs, in New York, expressed substantial
doubt about Competitive Technologies' ability to continue as a
going concern, following the Company's results for the fiscal year
ended July 31, 2010.  The independent auditors noted that at July
31, 2010, the Company has incurred operating losses since fiscal
year 2006.

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

               http://researcharchives.com/t/s?7116

                 About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc.
-- http://www.competitivetech.net/-- and its subsidiaries provide
distribution, patent and technology transfer, sales and licensing
services focusing on the needs of its customers, matching those
requirements with commercially viable technology or product
solutions.


COMPOSITE TECHNOLOGY: Posts $19.8 Million Net Loss in Fiscal 2010
-----------------------------------------------------------------
Composite Technology Corporation filed on December 14, 2010, its
annual report on Form 10-K for the fiscal year ended September 30,
2010.

SingerLewak LLP, in Irvine, Calif., expressed substantial doubt
about Composite Technology's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations.

The Company reported a net loss of $19.77 million on
$10.84 million of revenue for fiscal 2010, compared with a net
loss of $73.75 million on $19.60 million of revenue for fiscal
2009.

The Company's balance sheet at September 30, 2010, showed
$32.29 million in total assets, $57.32 million in total
liabilities, and a stockholders' deficit of $25.03 million.

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

               http://researcharchives.com/t/s?7112

Irvine, Calif.-based Composite Technology Corporation (OTC BB:
CPTC) -- http://www.compositetechcorp.com/-- develops, produces,
and markets innovative energy efficient and renewable energy
products for the electrical utility industry.  The Company was
incorporated in Florida on February 26, 1980, as El Dorado Gold &
Exploration, Inc., and reincorporated in Nevada on June 27, 2001,
and renamed Composite Technology Corporation.


COMPUTER CONSULTANTS: Case Summary & 20 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Computer Consultants & Merchants, Inc.
        344 Rogers Road
        Abbeville, SC 29620

Bankruptcy Case No.: 10-08896

Chapter 11 Petition Date: December 15, 2010

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Robert H. Cooper, Esq.
                  3523 Pelham Road, Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911
                  E-mail: bknotice@thecooperlawfirm.com

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

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/scb10-08896.pdf

The petition was signed by Elmer "Rocky" & Darla Dunkman, owner.


COUNTERPATH CORP: Posts $846,000 Net Loss in October 31 Quarter
---------------------------------------------------------------
CounterPath Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $845,999 on $2.6 million of revenue for
the three months ended October 31, 2010, compared with a net loss
of $1.7 million on $1.9 million of revenue for the same period
last year.

The Company's balance sheet at October 31, 2010, showed
$14.8 million in total assets, $4.5 million in total liabilities,
and stockholders' equity of $10.3 million.

BDO Canada LLP, in Vancouver, Canada, expressed substantial doubt
about CounterPath's ability to continue as a going concern,
following the Company's results for the fiscal year ended
April 30, 2010.  The independent auditors noted that the Company
had an accumulated deficit of $39.8 million at April 30, 2010, and
incurred a net loss for the year then ended of $5.4 million.

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

               http://researcharchives.com/t/s?7118

                  About CounterPath Corporation

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


DEX MEDIA EAST: Bank Debt Trades at 20% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 79.83 cents-on-
the-dollar during the week ended Friday, December 17, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.88
percentage points from the previous week, The Journal relates.
The Company pays 250 basis points above LIBOR to borrow under the
facility, which matures on October 24, 2014.  The debt is not
rated.  The loan is one of the biggest gainers and losers among
193 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

    About Dex Media East

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.


DEX MEDIA WEST: Bank Debt Trades at 10% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 89.70 cents-on-
the-dollar during the week ended Friday, December 17, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.00
percentage points from the previous week, The Journal relates.
The Company pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on October 24, 2014, and is not
rated.  The loan is one of the biggest gainers and losers among
193 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                        About Dex Media West

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case   No.
09-11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.


DIVERSIFIED INDUSTRIES: Creditors Accepts Proposal Under BIA
------------------------------------------------------------
Diversified Industries Ltd. disclosed further to its news release
on December 3, 2010, the Company's creditors have unanimously
accepted its Proposal to Creditors under the Bankruptcy and
Insolvency Act, R.S.C. 1985.G. Powroznik Group Inc., of G-Force
Group, the Trustee under the Proposal, will apply to the Court to
obtain its approval of the Proposal in January 2011.

A copy of the Proposal and relevant documents is posted on the
Trustee's website, at http://www.g-forcegroup.ca/current-
projects/diversified-industries.

If approved by the Court, implementation of the Proposal will
eliminate the Company's debt, cause a sale of all of the Company's
shares in CFR Chemicals Inc., all the Company's patents rights and
certain contingent claims receivable, and preserve the tax pools
as the only remaining material asset of the Company.  If the
Proposal is not approved by the Court, then the Company will
immediately become bankrupt.  The Company and the Trustee
anticipate that the Proposal will be accepted by the Court.


DOABA ENTERPRISES: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Doaba Enterprises, Inc.
        2526 Glen Dundee Way
        San Jose, CA 95148

Bankruptcy Case No.: 10-62773

Chapter 11 Petition Date: December 14, 2010

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

Judge: Charles Novack

Debtor's Counsel: Javed I. Ellahie, Esq.
                  ELLAHIE AND FAROOQUI LLP
                  12 S 1st St. #600
                  P.O. Box 1638
                  San Jose, CA 95113
                  Tel: (408) 294-0404
                  E-mail: ellahie@gmail.com

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

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

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-62773.pdf

The petition was signed by Jarnail Singh, president.


DREIER LLP: Trustee Files Lawsuit Against 2 Investors for $144.4MM
------------------------------------------------------------------
The bankruptcy trustee liquidating Dreier LLP filed two lawsuits
seeking to recover $144.4 million from investors in law firm
founder Marc Dreier's Ponzi scheme, claiming they knew or should
have known of the fraud, Dow Jones' Small Cap reports.

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier, currently in prison, was
charged by the U.S. government for conspiracy, securities fraud
and wire fraud (S.D.N.Y. Case No. 09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on December 16, 2008.  Stephen J. Shimshak, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP, was tapped as
counsel.  The Debtor estimated assets of $100 million to
$500 million, and debts between $10 million and $50 million in its
Chapter 11 petition.  Gowan, a partner with Diamond McCarthy, was
appointed Chapter 11 trustee.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Dreier LLP's Chapter 11 Estate, and Steven J. Reisman as post-
confirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that put Mr. Dreier into
bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D.N.Y.
Case No. 09-10371).

Mr. Dreier, 60, pleaded guilty to fraud and other charges in May
2009.  The scheme to sell $700 million in fake notes unraveled in
late 2008.  Mr. Dreier is serving a 20-year sentence in a federal
prison in Minneapolis.


DREIER LLP: Trustee Files Lawsuit to Get Rid Of $101 Million Claim
------------------------------------------------------------------
A bankruptcy trustee is suing to erase a $101 million claim and
the liens she says Marc Dreier wrongly and "desperately" granted
in artwork - including pieces by Andy Warhol and Roy Lichtenstein
-- in order to keep his Ponzi scheme alive, Dow Jones' Small Cap
reports.

                          About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier, currently in prison, was
charged by the U.S. government for conspiracy, securities fraud
and wire fraud (S.D.N.Y. Case No. 09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on December 16, 2008.  Stephen J. Shimshak, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP, was tapped as
counsel.  The Debtor estimated assets of $100 million to
$500 million, and debts between $10 million and $50 million in its
Chapter 11 petition.  Gowan, a partner with Diamond McCarthy, was
appointed Chapter 11 trustee.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Dreier LLP's Chapter 11 Estate, and Steven J. Reisman as post-
confirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that put Mr. Dreier into
bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D.N.Y.
Case No. 09-10371).

Mr. Dreier, 60, pleaded guilty to fraud and other charges in May
2009.  The scheme to sell $700 million in fake notes unraveled in
late 2008.  Mr. Dreier is serving a 20-year sentence in a federal
prison in Minneapolis.


DREIER LLP: Trustee Files One Dozen Fraud Lawsuits
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for the law firm that bore the name of
convicted swindler Marc Dreier filed a dozen fraudulent transfer
lawsuits yesterday as the door was slamming shut on the two years
for starting litigation.

Mr. Rochelle reports that the trustee's biggest target is Westford
Asset Management LLC, a long-time buyer in Marc Dreier's scam to
sell fraudulent notes.  The trustee is aiming to recover
$137.6 million from Westford based on allegations it knew or
should have known that the note program was fraudulent.  The
Westford firm recovered all of the $115 million it invested, the
complaint says, plus what the trustee called fictitious profits of
$22.6 million.

In addition, according to Mr. Rochelle, hedge fund adviser Elliott
Associates LP is being sued to void a security interest in $14.2
million of art.  The lien on art was intended to be security for
$99.9 million in notes that Elliott purchased.  The trustee
contends the art lien is fraudulent because the items belonged
to the firm and were being pledged for a loan to Marc Dreier.
Wachovia Bank NA and Wells Fargo Bank NA are being sued in a
complaint filed under seal.

Moreover, according to the report, the trustee is suing to recover
$9.2 million that Marc Dreier paid to the sellers of his
beachfront home in East Quogue, New York, one of the Hamptons
communities on eastern Long Island.

The trustee also filed a $4.7 million suit against the sellers of
Marc Dreier's condominium on Lexington Avenue in New York.

The trustee previously filed about 50 preference lawsuits to
recover as much as $4 million.

                           Family Members

Mr. Rochelle also reports that the trustee is suing family
members, including Mr. Dreier's brother for $950,000 and his
sister's stepson for $300,000. The landlord for his former wife is
a defendant in a $580,000 suit, while the landlord for an
apartment on East 57th Street in Manhattan is being sued for
$880,000.

Investment manager Armada Partners LP is being sued for
$13.5 million on the theory that the law firm made transfers for
Mr. Dreier's personal investments.

                          About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier, currently in prison, was
charged by the U.S. government for conspiracy, securities fraud
and wire fraud (S.D.N.Y. Case No. 09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on December 16, 2008.  Stephen J. Shimshak, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP, was tapped as
counsel.  The Debtor estimated assets of $100 million to
$500 million, and debts between $10 million and $50 million in its
Chapter 11 petition.  Gowan, a partner with Diamond McCarthy, was
appointed Chapter 11 trustee.

Wachovia Bank National Association, Sheila M. Gowan as trustee
for Dreier LLP's Chapter 11 Estate, and Steven J. Reisman as
postconfirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that put Mr. Dreier into
bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D.N.Y.
Case No. 09-10371).

Mr. Dreier, 60, pleaded guilty to fraud and other charges in May
2009.  The scheme to sell $700 million in fake notes unraveled in
late 2008.  Mr. Dreier is serving a 20-year sentence in a federal
prison in Minneapolis.


DRYSHIPS INC: Offering of Ocean Rig Stock at $17.5 Per Share
------------------------------------------------------------
DryShips Inc. has priced its offering by way of a private
placement of shares of Ocean Rig's common stock at $17.50 per
Share for total gross proceeds of $500 million.

The offering has been made to Norwegian professional investors and
eligible counterparties as defined in the Norwegian Securities
Trading Regulation 10-2 to 10-4, to non-United States persons in
reliance on Regulation S under the Securities Act of 1933, as
amended and in a concurrent private placement in the United States
only to qualified institutional buyers pursuant to Rule 144A under
the Securities Act. The offering is expected to close on December
20, 2010.

The net proceeds of the offering are expected to be used to
finance the construction costs of the ultra deepwater newbuilding
drillships under construction at Samsung, exercise options to
build further ultra deepwater drillships and general corporate
purposes.  Following this transaction Dryships Inc will own
approximately 78% of OceanRig UDW Inc.

The Shares have not been registered under the Securities Act or
the securities laws of any other jurisdiction and may not be
offered or sold in the United States or to or for the benefit of
U.S. persons unless so registered except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable securities laws
in other jurisdictions.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Shares, nor shall there be any
sale of the Shares in any jurisdiction in which such offer,
solicitation or sale is unlawful.  Any offer of the Shares will be
made only by means of a private placement memorandum.

In the European Economic Area, with respect to any Member State
that has implemented Directive 2003/71/EC the information in
respect of the Share offering is only addressed to and is only
directed at qualified investors in that Member State within the
meaning of the Prospectus Directive.

The joint lead managers for this transaction are DnB Nor Markets,
Fearnley Fonds ASA and Pareto Securities AS.

                       About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of September
10, 2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

The Company's balance sheet at Sept. 30, 2010, showed $5.80
million in total assets, $1.90 million in total current
liabilities, $1.10 million in total non current liabilities, and
stockholders' equity of $2.80 million.

On November 25, 2010, DryShips Inc. entered into a waiver letter
for its $230.0 million credit facility dated September 10, 2007,
as amended, extending the waiver of certain covenants through
December 31, 2010.

As reported in the Troubled Company Reporter on Sept. 29, 2010,
the Company said it is currently in negotiations with its lenders
to obtain waivers, waiver extensions or to restructure its debt.
As of June 30, 2010, the Company's theoretical exposure (current
portion of long-term debt less cash and cash equivalents less
restricted cash) amounted to $761.4 million.


DYNEGY INC: Icahn Deal Won't Affect Moody's 'Caa1' Rating
---------------------------------------------------------
Moody's Investors Service believes that the ratings and negative
rating outlook for Dynegy, Inc., and its subsidiary, Dynegy
Holdings, Inc (Caa1 Corporate Family Rating) will remain unchanged
at this time following the announcement that its board had agreed
to be acquired by Icahn Enterprises LP for $5.50 per share in
cash, or approximately $665 million.

"The current Caa1 Corporate Family Rating captures many of the
fundamental risks facing Dynegy," said A.J. Sabatelle, Senior Vice
President at Moody's.  "While weak operating cash flow, high debt
levels, and negative free cash flow are expected to persist over
the intermediate term, the planned acquisition by IEP adds
incremental uncertainty to an already challenged credit story",
adds Sabatelle.

During 2011 and 2012, Dynegy is expected to generate both negative
operating cash flow and negative free cash flow due to weak
operating margins, higher required lease payments, and
nondiscretionary capital expenditure requirements.  In addition,
Moody's remain concerned about Dynegy's liquidity (DHI's
speculative grade liquidity rating is SGL-4), given the negative
free cash flow profile over the next two years, the resulting
importance for DHI to maintain access to a credit facility and the
increased likelihood of a covenant violation under the existing
bank credit facility sometime during the next three quarters.

Moody's believes that the proposed transaction with IEP
constitutes a change of control under the company's secured credit
facilities requiring both the repayment of the funded obligations
and the termination of the credit facilities.  Based on Dynegy's
most recent financial statements, Moody's calculate funded debt
under the credit facilities as of November 1st at approximately
$552 million.  Based on the merger agreement terms, prior to
transaction close, Dynegy will use its reasonable efforts (at
IEP's expense) to assist IEP in a refinancing of all or any
portion of any required debt financing.  The merger agreement also
indicates that upon closing, IEP will make available not more than
$1 billion of credit facilities for Dynegy and its subsidiaries to
meet operating funding requirements or to repay any outstanding
indebtedness from the change of control.  At November 1, 2010,
Dynegy's cash on hand and short-term investments were
approximately $650 million.

Assuming the acquisition is completed, Moody's believes that the
terms and conditions of any replacement credit facility will allow
Dynegy to operate its business without risk of interruption during
this weak commodity cycle.  Moody's also believes that any new
credit facility may give Dynegy an option to use balance sheet
cash or the proceeds of new junior lien debt to repurchase
portions of the company's 2015 and beyond debt maturities
(approximates $3.5 billion) at a discount, in an effort to de-
lever the balance sheet.  To the extent that these events unfold,
Moody's will access the terms and conditions around any potential
debt repurchase strategy along with the amount of debt that is
actually repurchased.  Depending on the circumstances and the
magnitude of the final outcome surrounding this strategy, it is
possible that such transactions, should they occur, could be
considered a distressed exchange.  Moody's believes that a merger
with either IEP or another private equity firm, including the
prior suitor, The Blackstone Group L.P., increases the likelihood
of this type of strategy being pursued.

The announcement follows a November 2010 decision by Dynegy's
board to explore strategic alternatives following the unsuccessful
acquisition of the company by Blackstone that included the sale of
3,884 megawatts of Dynegy's California and Maine assets to NRG
Energy, Inc. Under the terms of this merger agreement, a wholly
owned subsidiary of IEP is expected to commence a tender offer for
all of the outstanding Dynegy shares not already owned no later
than December 22, 2010.  Moody's understand IEP and its affiliates
own about 9.9% of Dynegy's outstanding shares and have previously
acquired options to purchase about 5% of additional shares.  Also,
under the terms of the merger agreement, Dynegy will continue
pursuing strategic alternatives, during which Dynegy will solicit
proposals until January 24, 2011.  To the extent that a "superior"
all-cash offer is made and supported by Dynegy, and IEP does not
wish to top the "superior" offer, IEP has agreed that it will
support the offer.

Completion of the transaction is conditioned on, among other
things, regulatory approvals and satisfaction that at the close of
the tender offer, IEP and its affiliates own at least 50% of
Dynegy's shares (minimum condition).  Following receipt of the
minimum condition, a merger will be effected such that an IEP
subsidiary will be merged into Dynegy.  In the event that the
minimum condition is not met, the parties have agreed to complete
the transaction through a one-step merger after receipt of
stockholder approval.  Assuming no superior proposal is received
during the strategic alternatives process and the tender offer is
successfully completed, Dynegy expects to close the transaction in
the first quarter of 2011.

Moody's will monitor on-ongoing developments relating to this
transaction as well as the company's strategic alternatives
process.  As greater clarity emerges concerning the likelihood of
this transaction moving forward and as Moody's gain greater
insight into the direction of Dynegy, appropriate rating actions,
if necessary, will be disseminated.

The last rating action occurred on October 1, 2010, when the
ratings were downgraded to their current rating levels, with a
negative outlook.

Headquartered in Houston, Texas, Dynegy wholly-owns DHI, an
independent power producer that owns a portfolio of 12,100 MW of
electric generating assets.


EDUCATION RESOURCES: Court Clarifies First Marblehead Order
-----------------------------------------------------------
At the behest of The Education Resources Institute, Inc., Judge
Henry J. Boroff clarified his June 23, 2008 granting TERI
authority to reject certain contracts with The First Marblehead
Corporation and to enter into a transition service agreement with
First Marblehead.  Judge Boroff said Section 2.1(ii) of the TSA,
which incorporates data use restrictions, expressly refers to the
two-year limit on those restrictions and other surviving
obligations under Sec. 10.01 of the parties' database agreement.
Nothing in the June 23, 2008 Order was intended to extend the Data
Use Restrictions and other Surviving Obligations referenced in the
TSA beyond two years following the termination of the Database
Agreement.

A copy of Judge Boroff's December 14 Memorandum of Law is
available at http://is.gd/iPkuyfrom Leagle.com.

                   About The Education Resources

Headquartered in Boston, Massachusetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than
$17 billion in outstanding guarantees.

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No. 08-12540).  Daniel Glosband, Esq., Gina L.
Martin, Esq., at Goodwin Procter LLP, represented the Debtor in
its restructuring efforts.  Craig and Macauley PC served as the
Debtor's Conflicts Counsel, Grant Thornton LLP served as financial
advisors, Epiq Bankruptcy Solutions LLC served as Claims Agent,
Citigroup Global Markets Inc. served as investment banker, and
Rasky Baerlein Strategic Communications Inc. served as public
relations and public affairs advisor.  When the Debtor filed for
protection from its creditors, it estimated assets of more than
$1 billion and under $1 billion in debts.

On October 29, 2010, the Court entered an order confirming TERI's
Modified Fourth Amended Joint Plan of Reorganization.


EMPIRE RESORTS: L. Cappelli Owns 3.6 Million Shares
---------------------------------------------------
In an amended Form 3 filing with the Securities and Exchange
Commission on December 6, 2010, Louis Cappelli disclosed that he
beneficially owns 3,607,602 shares of Empire Resorts Inc. common
stock.

Louis R. Cappelli serves as the managing member and majority owner
of LRC Acquisition LLC, and indirectly owned the shares of Empire
Resorts, Inc., common stock reported on the original Form 3.  The
original Form 3 mistakenly reported that LRC directly owned
2,433,090 of the shares reported on the original Form 3, and that
Cappelli Resorts, LLC directly owned 1,174,512 of the shares
reported on the original Form 3.

The amendment to the original Form 3 is being filed to report that
LRC directly owned all of the shares reported on the original Form
3, and that Resorts owned none of the shares reported on the
original Form 3.  The six Form 4's filed by the reporting persons
subsequent to the filing original Form 3 also mistakenly reported
that Resorts, instead of LRC, directly owned 1,174,512 shares of
common stock of Empire.

Neither LRC nor Cappelli beneficially owns 10% of the outstanding
shares of Empire.  Each of LRC and Cappelli disclaims beneficial
ownership of the shares reported on the original Form 3 other than
the shares directly by such person.

                       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.


ENERGAS RESOURCES: Delays Filing of Quarterly Report on Form 10-Q
-----------------------------------------------------------------
Energas Resources Inc. said it could not timely file its quarterly
report on Form 10-Q for the period ended Oct. 31, 2010, because
it did not complete its financial statements for the nine months
ended October 31, 2010, by December 15, 2010.  As a result, the
Company said it needs more time to file the report.

                      About Energas Resources

Based in Oklahoma City, Oklahoma, Energas Resources Inc. (OTC BB:
EGSR) -- http://www.energasresources.com/-- is primarily engaged
in the operation, development, production, exploration and
acquisition of petroleum and natural gas properties in the
United States through its wholly-owned subsidiary, A.T. Gas
Gathering Systems Inc.  In addition, the company owns and operates
natural gas gathering systems located in Oklahoma, which serve
wells operated by the company for delivery to a mainline
transmission system.  The majority of the company's operations are
maintained and occur through A.T. Gas.

Smith, Carney & Co. P.C. has expressed substantial doubt against
Energas Resources Inc.'s ability as a going concern after auditing
the Company's results for the fiscal year ended January 31, 2010.

In its Form 10-K filed with the U.S. Securities and Exchange
Commission, the Company reported a net loss of $1.9 million on
$165,794 of total revenue for the year ended Jan. 21, 2010,
compared with a net loss of $2.4 million on $284,297 total revenue
during the same period a year ago.


ENIO CORDOBA: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Enio A. Cordoba
          dba The Granada
              Guitarras
              Let's Dance LA
        1005 Paladora Avenue
        Pasadena, CA 91104

Bankruptcy Case No.: 10-63400

Chapter 11 Petition Date: December 15, 2010

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

Judge: Barry Russell

Debtor's Counsel: Peter J. Leeson, Esq.
                  600 S. Lake Avenue, Suite 401
                  Pasadena, CA 91106
                  Tel: (626) 440-0050
                  Fax: (626) 440-0060
                  E-mail: pleeson@leesonlaw.com

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

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

A list of the Debtor's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-63400.pdf


EPICEPT CORP: Terminates Equity Distribution Deal With Maxim
------------------------------------------------------------
On February 5, 2010, EpiCept Corporation entered into an Equity
Distribution Agreement with Maxim Group LLC, as sales agent.  The
Agreement established an at-the-market program through which the
Company had the right to sell, from time to time and at its sole
discretion, shares of its common stock having an aggregate
offering price of up to $15 million.

On December 9, 2010, the Company terminated the Agreement in
accordance with the provisions of Section 7(a) of the Agreement.

                   About EpiCept Corporation

EpiCept is focused on the development and commercialization of
pharmaceutical products for the treatment of cancer and pain. The
Company's lead product is Ceplene(R), which has been granted full
marketing authorization by the European Commission for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  The Company
has two oncology drug candidates currently in clinical development
that were discovered using in-house technology and have been shown
to act as vascular disruption agents in a variety of solid tumors.
The Company's pain portfolio includes EpiCept(TM) NP-1, a
prescription topical analgesic cream in late-stage clinical
development designed to provide effective long-term relief of pain
associated with peripheral neuropathies.

The Company's balance sheet at Sept. 30, 2010, showed
$6.72 million in total assets, $20.92 in total liabilities, and a
stockholders' deficit of $14.19 million.

As reported in the Troubled Company Reporter on March 18, 2010,
Deloitte & Touche LLP in Parsippany, New Jersey, expressed
substantial doubt against EpiCept's ability continue as a going
concern after auditing the Company's financial statements for the
year ended December 31, 2009.  The independent auditors noted that
the Company has recurring losses from operations and a
stockholders' deficit of $9.1 million at  December 31, 2009.


FIFTH THIRD: Fitch Affirms Support Rating Floor at 'B'
------------------------------------------------------
Fitch Ratings has affirmed Fifth Third Bancorp's long-term and
short-term Issuer Default Ratings at 'A-' and 'F1', respectively.
In addition, Fitch has upgraded FITB's Individual Rating to 'B/C'
from 'C' and removed it from Rating Watch Positive.  The Rating
Outlook remains Stable.

Fitch's affirmation and upgrade of the Individual rating reflect
FITB's return to sustained profitability in 2Q'10, adequate
capital levels for the rating and improving asset quality trends.
Core earnings, as measured by pre-tax pre-provision earnings, have
trended up each quarter in 2010 and remain above similarly-rated
peers.  Moreover, FITB benefits from solid levels of noninterest
income, including deposit service charges, mortgage banking
income, investment advisory fees, and processing revenues.  While
some of this income is at risk due to legislative changes, Fitch
believes FITB will still have solid contribution from fee income
sources.

In addition, FITB continues to report improving asset quality
trends.  FITB has been battling ongoing asset quality issues since
late 2007 due to challenging residential housing markets in its
footprint, most notably in Florida and Michigan.  The company has
been aggressive in dealing with its problem portfolios, building
reserves to loans to a peak of 5.27% in 4Q'09.  Since that time,
FITB has been able to release some of its reserves with provisions
less than reported NCOs.  Nonetheless, reserves to loans remains
strong at 4.2% of loans and 201.64% of NPLs, as of Sept. 30, 2010.
NPAs (excluding accruing TDRs and held for sale loans) and late
stage delinquencies are down 35% and 68%, respectively, year-over-
year.  Further, new nonaccrual loans have declined for four
quarters in a row.

FITB's long-term ratings also reflect its strong liquidity profile
and good capital ratios.  FITB's capital base includes $3.4
billion in preferred stock issued to the U.S. Treasury as part of
the Capital Purchase Program in 4Q'08.  FITB will likely seek to
repay the government-preferred stock investment in the near term.
Fitch expects that the company will need to raise a certain amount
of common equity to receive approval for repayment.  Given the
uncertain economic environment, Fitch would view the raising of
additional common equity as prudent and necessary to maintain a
sound capital position, as well as to improve the quality of its
capital structure.

Fitch has upgraded and removed from Rating Watch Positive these
ratings:

Fifth Third Bancorp
Fifth Third Bank

  -- Individual to 'B/C' from 'C'.

Fitch has affirmed these ratings:

Fifth Third Bancorp

  -- Long-term Issuer Default Rating at 'A-';
  -- Preferred stock at 'BBB';
  -- Senior debt at 'A-';
  -- Subordinated debt at 'BBB+';
  -- Short-term IDR at 'F1';
  -- Short-term debt at 'F1';
  -- Support at '5';
  -- Support floor at 'NF'.

Fifth Third Bank

  -- Long-term IDR at 'A-';
  -- Senior debt at 'A-';
  -- Subordinated debt at 'BBB+';
  -- Long-term deposits at 'A';
  -- Short-term IDR at 'F1';
  -- Short-term deposits at 'F1'.

Fifth Third Capital Trust IV, V, VI, VII

  -- Preferred at 'BBB'.

The Rating Watch Negative is maintained for these:

Fifth Third Bank

  -- Support at '4';
  -- Support floor at 'B'.


FILENE'S BASEMENT: Second Distribution Made to Creditors
--------------------------------------------------------
Alan Cohen, Chairman of Abacus Advisors LLC and Chief
Restructuring Officer for FB Liquidating Estate (formerly known as
Filene's Basement, Inc.), disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

"The company is still reconciling claims that are disputed or that
were filed in amounts different from the amounts shown on the
company's records," said Cohen.  "As these claims are reconciled
and disputes are resolved, the Debtor will make additional
distributions to holders of allowed unsecured claims.  We
ultimately expect to pay dividends to unsecured creditors that
total 75% or more of their allowed claims."

As previously reported, secured creditors in the Chapter 11 case
have been paid in full, and holders of priority, administrative
and convenience class claims have received 100% of their allowed
claims.

                      About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22 on
May 4, 2009, (Bankr. D. Del. Case No. 09-11525).  James E.
O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq.,
Michael Seidl, Esq., and Timothy P. Cairns, Esq. at Pachulski
Stang Ziehl & Jones LLP, represented the Debtors in their
restructuring effort.  Epiq Bankruptcy Solutions serves as claims
and notice agent.  The Debtors listed $50,000,001 to $100,000,000
in assets and $100,000,001 to $500,000,000 in debts.

The Debtor is now formally named FB Liquidating Estate, following
the sale of all of its assets to Syms Corp. in June 2009.


FILMYARD HOLDINGS: S&P Assigns Corporate Credit Rating at 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Santa Monica, California-based FilmYard Holdings
LLC.  The rating outlook is stable.

At the same time, S&P assigned guaranteed subsidiary Miramax Film
NY LLC's $325 million first-lien term loan an issue-level rating
of 'BB-' (two notches higher than the 'B' corporate credit rating
on the parent company) with a recovery rating of '1', indicating
S&P's expectation of very high (90% to 100%) recovery for lenders
in the event of a payment default.

S&P also assigned the subsidiary's $83 million second-lien term
loan an issue-level rating of 'CCC+' (two notches lower than the
'B' corporate credit rating) with a recovery rating of '6',
indicating S&P's expectation of negligible (0% to 10%) recovery
for lenders in the event of a payment default.

The company will use the proceeds of the term loans to refinance
the original $408 million term loan extended upon the Dec. 3, 2010
closing of its acquisition of the Miramax film catalog and related
assets from The Walt Disney Co. S&P expects to withdraw its
preliminary issue-level and recovery ratings on the $408 million
term loan within a few days.

On Nov. 15, 2010, S&P assigned a preliminary 'B+' corporate credit
rating to FilmYard.  S&P's final rating is one notch lower than
its previous assessment because of the revised debt structure's
significantly higher interest burden and mandatory amortization
payments, which put additional stress on the company's financial
risk profile.

S&P's 'B' rating on FilmYard reflects the company's weak business
risk profile, characterized by minimal business diversity as a
pure film catalog with minimal investment in new films and its
lack of critical mass.  It also reflects the company's highly
leveraged financial risk profile, which incorporates S&P's
expectation of a long-term decline in EBITDA, a higher interest
burden and higher mandatory amortization payments than S&P
initially anticipated, and a tighter first-lien leverage covenant
than originally proposed.  S&P's assessment of a weak business
risk profile is also based on risks that declines in industrywide
DVD sales, especially the sale of catalog titles, are largely a
secular trend.

FilmYard plans to manage the Miramax assets solely as a film
library.  The company does not intend to engage in film
production, although S&P believes it may make small acquisitions
of films or additional libraries.  While this eliminates
production risk, it makes refreshment of the company's Miramax
assets dependent on future further acquisitions.  Without such
refreshment, cash flows from exploitation of the library will
decline over time as the films age, as even former hit movies are
eventually no longer able to command high licensing fees.  The
company's amended first-lien credit agreement significantly
reduces the amount that the company can spend on acquisitions in
any given year.


FIRST SOUTHERN BANK: Closed; Southern Bank Assumes All Deposits
---------------------------------------------------------------
First Southern Bank of Batesville, Ark., was closed on Friday,
December 17, 2010, by the Arkansas State Bank Department, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Southern Bank of Poplar Bluff, Mo., to
assume all of the deposits of First Southern Bank.

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

As of September 30, 2010, First Southern Bank had around $191.8
million in total assets and $155.8 million in total deposits.
Southern Bank paid the FDIC a premium of 0.25 percent to assume
all of the deposits of First Southern Bank.  In addition to
assuming all of the deposits of the failed bank, Southern Bank
agreed to purchase around $152.8 million of the failed bank's
assets.  The FDIC will retain the remaining assets for later
disposition.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-331-6306.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $22.8 million.  Compared to other alternatives, Southern
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  First Southern Bank is the 156th FDIC-insured institution to
fail in the nation this year, and the first in Arkansas.  The last
FDIC-insured institution closed in the state was ANB Financial,
NA, Bentonville, on May 9, 2008.


FIRST PROTECTION: 9th Cir. Rejects LLC Transfer Defense
-------------------------------------------------------
WestLaw reports that a postpetition transfer of a 50% interest in
the debtors' limited liability company to the debtor-wife's
mother, in exchange for her agreeing to make certain loans to
finance the LLC's operations, was not a transfer in the "ordinary
course of business," such as the debtors, as Chapter 11 debtors-
in-possession, were statutorily authorized to make prior to
conversion of their case to one under Chapter 7.  Accordingly, the
debtors and the debtor-wife's mother could not successfully assert
an "ordinary course of business" defense in an adversary
proceeding by the Chapter 7 trustee to avoid the transfer as an
unauthorized postpetition transfer.  The transfer did not satisfy
the vertical or horizontal dimensions tests for ordinariness.  In
re First Protection, Inc., ---B.R.----, 2010 WL 5059589, 10 Cal.
Daily Op. Serv. 15,230 (9th Cir. BAP).

Based in Scottsdale, Ariz., First Protection, Inc., sought Chapter
11 protection (Bankr. D. Ariz. Case No. 08-08964) on July 18,
2008, and is represented by Daniel E. Garrison, Esq., at Shugart
Thomson & Kilroy in Phoenix.  At the time of the filing, the
Debtor estimated its assets at more than $1 million and its debts
at less than $500,000.


FLOWSERVE CORP: S&P Assigns 'BB+' Rating to $1 Bil. Loan
--------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB+' issue-level rating with a '3' recovery rating, indicating
expectations of meaningful (50%-70%) recovery of principal and
prepetition interest in the event of a payment default to
Flowserve Corp.'s $1 billion senior secured credit facility due
2015, which includes a $500 million revolving credit facility and
a $500 million term loan.  The company will use the proceeds of
the issuance to repay the balance on its existing facility and for
general purposes.  S&P has withdrawn the rating on its existing
senior secured credit facilities -- which were rated 'BB+' with a
'3' recovery rating -- following the closing of this new credit
facility.

The 'BB+' rating and stable outlook on pump and valve manufacturer
Flowserve reflect its satisfactory business risk profile, good
credit measures, and S&P's view that its liquidity is adequate
following the closing of this transaction.  Although the company
has the capacity to make bolt-on acquisitions, there is risk that
it, absent an articulated financial policy, could modify its
strategy and become more aggressive.

                        Recovery Analysis

The rating on the $1 billion senior secured credit facility is
'BB+', the same as the corporate credit rating, and the recovery
rating is '3', indicating S&P's expectations of meaningful (50%-
70%) recovery of principal and prepetition interest in the event
of a payment default.

                          Ratings List

                         Flowserve Corp.

      Corporate credit rating                BB+/Stable/--

                           New Rating

                         Flowserve Corp.

           $500 mil sec revolv cred fac due 2015   BB+
             Recovery rating                       3

           $500 mil sec term loan due 2015         BB+
             Recovery rating                       3

                        Ratings Withdrawn

                          Flowserve Corp.

                                         To                 From
                                         --                 ----
$400 mil sec revolv cred fac Due 2012   NR                 BB+
   Recovery rating                       NR                 3

                                         To                 From
                                         --                 ----
$600 mil sec term loan due 2012         NR                 BB+
   Recovery rating                       NR                 3


FOXBOROUGH ULTRAMAR: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Foxborough Ultramar, Inc
        P.O. Box 910
        Yucaipa, CA 92399

Bankruptcy Case No.: 10-50272

Chapter 11 Petition Date: December 15, 2010

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

Judge: Meredith A. Jury

Debtor's Counsel: Arshak Bartoumian, Esq.
                  150 N. Santa Anita Avenue, Suite 200
                  Arcadia, CA 91006
                  Tel: (626) 446-6442
                  Fax: (626) 446-6454

Estimated Assets: $0 to $50,000

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

A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-50272.pdf

The petition was signed by Tony Hicks, president.


FPD LLC: Sale Hearing on Anderson Pointe Project Today
------------------------------------------------------
The Hon. Paul Mannes of the U.S. Bankruptcy Court for the District
of Maryland authorized FPD, LLC, et al., to auction a residential
home development subdivision project named Anderson Pointe located
in Raleigh, North Carolina.

The Debtor related that there is no stalking horse bidder to the
assets.  The sale will be free and clear of liens, claims and
interests.

The auction was scheduled December 17, 2010, at 2:00 p.m., at the
offices of Cole, Schotz, Meisel, Forman & Leonard, P.A., 300 E.
Lombard Street, Suite 2000, Baltimore, Maryland.  The bid deadline
was December 13.

The Debtor added that SunTrust Banks, Inc., holder of a lien on
the property, have the right to credit bid without submitting a
written bid.

The Court will consider the sale of the assets to the winning
bidder at a hearing on December 20, at 3:00 p.m.

                            About FPD

Prince Frederick, Maryland-based FPD, LLC, filed for Chapter 11
bankruptcy protection on September 3, 2010 (Bankr. D. Md. Case No.
10-30424).  G. David Dean, II, Esq., and Irving Edward Walker,
Esq., at Cole Schotz Meisel Forman & Leonard P.A., assist the
Debtor in its restructuring effort.  The Debtor estimated its
assets and debts at $1 million to $10 million.

Affiliates Acorn Land, LLC (Bankr. D. Md. Case No. 10-30437),
Breezewood Homes, LLC (Bankr. D. Md. Case No. 10-30441), First
Development Group, LLC (Bankr. D. Md. Case No. 10-30443), MD
Homes, LLC (Bankr. D. Md. Case No. 10-30444), NC Homes, LLC
(Bankr. D. Md. Case No. 10-30445), and Tidewater Land, LLC (Bankr.
D. Md. Case No. 10-30446) filed separate Chapter 11 petitions in
September 2010.

Acorn Land, Breezewood Homes, and MD Homes estimated their assets
and debts at $1 million to $10 million each.  First Development
estimated its assets and debts at $10 million to $50 million.

The Debtors' bankruptcy cases are jointly administered.


FREESCALE SEMICONDUCTOR: Bank Debt Trades at 5% Off
---------------------------------------------------
Participations in a syndicated loan under which Freescale
Semiconductor, Inc., is a borrower traded in the secondary market
at 95.01 cents-on-the-dollar during the week ended Friday,
December 17, 2010, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents an
increase of 0.57 percentage points from the previous week, The
Journal relates.  The Company pays 425 basis points above LIBOR to
borrow under the facility.  The bank loan matures on December 1,
2016, and carries Moody's B2 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
193 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Freescale Semiconductor, Inc. -- http://www.freescale.com/-- once
Motorola's Semiconductor Products Sector, is one of the oldest and
most diverse makers of microchips in the world.  It produces many
different kinds of chips for use in automobiles, computers,
industrial equipment, wireless communications and networking
equipment, and other applications.  The company's global client
roster includes such blue-chip companies as Alcatel-Lucent, Bosch,
Cisco Systems, Fujitsu, Hewlett-Packard, QUALCOMM, and Siemens, as
well as former parent Motorola.  Freescale nets about half of its
sales from the Asia/Pacific region.  The Blackstone Group, The
Carlyle Group, Permira Advisers, and TPG Capital own the company.

Freescale Semiconductor Holdings I, Ltd. carries a 'CCC' issuer
default rating from Fitch Ratings.

Freescale carries a B-/Stable/-- corporate credit rating from
Standard & Poor's.  "The rating on Freescale," said Standard &
Poor's credit analyst Lucy Patricola, "reflects S&P's expectation
that the company will continue on its current path to generate
over $800 million of EBITDA for 2010.  S&P expects leverage to
remain high but free cash flow to be slightly positive, preserving
existing cash balances of $1 billion."


GELTECH SOLUTIONS: Shatner Gets Options for 2MM Shares for Svcs.
----------------------------------------------------------------
On December 9, 2010, GelTech Solutions Inc. granted William
Shatner 2,000,000 five-year non-qualified stock options
exercisable at $1.20 per share in consideration for providing the
Company with future promotional and public relations services.

When the closing price of the Company's common stock closes at or
above a price listed in the first column, the corresponding number
of options in the second column shall vest and become exercisable.

The vesting and exercisability are subject to Mr. Shatner
providing services on the triggered vesting date.

                      About GelTech Solutions

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

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

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


GLOBAL DIVERSIFIED: Delays Filing of Form 10-Q for October 31
-------------------------------------------------------------
Global Diversified Industries Inc. said it could not timely file
its quarterly report on Form 10-Q for the period ended Oct. 31,
2010, due to its difficulty in completing and obtaining required
financial and other information without unreasonable effort and
expense.

                     About Global Diversified

Chowchilla, Calif.-based Global Diversified Industries, Inc., is a
holding company for two wholly owned subsidiaries, Lutrex
Enterprises, Inc., an entity which holds equipment and inventory
for the Company, and Global Modular, Inc., an entity which
provides sales, marketing, manufacturing and construction site
work of modular type structures.

The Company's balance sheet at July 31, 2010, showed $13.6 million
in total assets, $9.4 million in total liabilities, $11.0 million
in convertible redeemable preferred stock, and a stockholders'
deficit of $6.8 million.

M&K CPAS, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
results for the fiscal year ended April 30, 2010.  The independent
auditors noted that the Company has suffered recurring losses and
has generated negative cash flows from operations.


GREAT ATLANTIC & PACIFIC: Proposes to Honor Customer Programs
-------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., and its debtor-
affiliates seek interim court approval to maintain and
administer their customer programs.  The Debtors have maintained
the programs in the ordinary course of business to maximize
customer loyalty.  The programs aim to reward customer loyalty
and provide incentives to buy selected products from the Debtors'
stores.

These programs include:

  (1) Return and Exchange Policies

      Consistent with industry practice, the Debtors have
      traditionally maintained return, refund, exchange, price-
      guarantee, and rain-check policies with respect to both
      cash and credit purchases to accommodate their customers'
      needs.  These policies assure the Debtors' customers they
      will be "made whole" if merchandise is inadequate, damaged
      or defective, incorrectly processed or unavailable.

  (2) State Lotteries

      Many of the Debtors' stores sell lottery tickets and
      similar games of chance sponsored by the states of
      Connecticut, New York, Pennsylvania, Maryland,
      Massachusetts and New Jersey.  The Debtors "cash out"
      winning lottery tickets in amounts no greater than $600 in
      most of those states, and no greater than $1,000 in
      Pennsylvania.  The Debtors may then present the honored
      lottery ticket to the state regulatory agency for
      reimbursement.

  (3) Sales Promotions

      The Debtors conduct sales promotions at selected stores or
      banners.  These promotions include "buy one get one free"
      programs, a rebate if a customer purchases a certain
      amount of merchandise, and sweepstakes programs.

  (4) Coupon Program

      The Debtors maintain a coupon redemption program pursuant
      to which they honor certain third-party coupons
      distributed to their customers; and the Debtors' own
      coupons that are included in advertising circulars or
      distributed in their stores.  When a customer redeems a
      valid third-party coupon in one of the Debtors' stores,
      the Debtors deduct the amount of the coupon, or such other
      deduction as may be advertised, from the item's purchase
      price.  Third-party coupons are then processed and
      remitted to a third-party intermediary, who in turn
      collects the amounts from the various vendors and wires
      the Debtors the value of the coupons collected.

  (5) Prescription Drug Program

      The Debtors also honor certain third-party-paid
      prescription drug programs, pursuant to which eligible
      customers can purchase certain drugs at the pharmacies
      located in the Debtors' stores at a reduced price.  The
      Debtors bill the balance of the cost of the prescription
      drug and the co-pay amount to various insurance companies.

  (6) Gift Card Program

      The Debtors maintain a program by which their customers
      can purchase gift certificates or cards from their various
      banners that can be redeemed for merchandise at a later
      date.  As of November 29, 2010, about $10,500,000 in
      issued gift cards were outstanding.

  (7) Reward Card Program

      The Debtors offer their customers an opportunity to enroll
      in a customer reward card program which entitles them to
      receive certain benefits based on the amount they spend at
      the Debtors' stores.  Each of the Debtors' banners
      provides its own reward card program, although all reward
      cards are honored across the Debtors' stores.

      Customers enrolled in the reward card program may present
      their cards at checkout and receive instant discounts on
      hundreds of items, specially marked throughout the store.
      As of December 12, 2010, about 10 million unique reward
      cards were issued pursuant to the program.  The Debtors do
      not typically accrue a liability on account of these
      programs, rather, deducting any customer savings provided
      through these programs from revenue otherwise generated at
      the point of sale.

  (8) Money Transfer and Money Order Program

      Many of the Debtors' stores are pick-up locations for wire
      transfers sent from third parties electronically through
      Western Union North America to an identified transferee.
      Similarly, the Debtors sell and honor money orders issued
      by certain third parties, including Western Union.

  (9) Charitable Donations

      From time to time, the Debtors will make donations to
      certain charitable organizations or otherwise support
      community organizations and other groups.  The Debtors are
      currently administering a donation drive in partnership
      with the Island Harvest hunger relief organization.  They
      also operate two charitable foundations: The Waldbaums
      Foundation and the Pathmark We Care Foundation.

                           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 Wages & Benefits
----------------------------------------------------------
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 the pre-bankruptcy claims of
their employees.

The claims include unpaid wages and salaries of their full-time
and part-time employees, temporary employees and independent
contractors.

The Debtors estimate that they owe about $18.15 million to full-
time and part-time employees on account of accrued wages and
salaries earned prepetition.  Meanwhile, as much as $71,000 is
owed to independent contractors, and about $9,000 to Unitemp
Temporary Personnel.

As of December 12, 2010, the Debtors have about 13,016 full-time
employees, 27,672 part-time employees, and three temporary
employees, who are provided to the Debtors through Unitemp.

The Debtors also intend to pay these amounts owed as of
December 12, 2010:

  Expenses                         Amount
  --------                       ----------
  Payroll Taxes                  $8,560,000
  Reimbursable Expenses            $111,000
  AmEx Corporate Card Expenses      $27,000
  Relocation Program Expenses      $210,000

The Debtors maintain a relocation program, using a third-party
administrator, for employees who are required to move to a new
location within the United States after being hired or
transferred by the Debtors.

To streamline payment of reimbursable expenses, the Debtors have
an American Express corporate account under which credit cards
are available for use by five employees to pay for certain
business-related expenses and for use by the Debtors as a
business travel account.

The Debtors also seek court approval to continue their management
incentive plan, employee benefit programs, union employee benefit
program, and retirement plans.

As of their bankruptcy filing, the Debtors estimate that they owe
these amounts under the employee benefit program:

Programs                           Amount
--------                         ----------
Insurance Plans                     $50,000
Long-Term Disability Plan           $21,000
Short-Term Disability Plan          $84,000
Workers' Compensation Program      $433,000

The Debtors did not disclose how much is owed under the
Management Incentive Plan and the Union Employee Benefit Program.
Meanwhile, they estimate that about $429,000 has been withheld
from participating employees' paychecks and is owing for 401(k)
Savings Plan Contributions and about $9,000 is owed on account of
employer matching contributions.

To the extent any of the Debtors' employees asserts claims under
the Workers' Compensation Program, the Debtors propose that the
automatic stay be lifted to permit that employee to proceed with
his claims under the program.

In connection with the proposed payment of pre-bankruptcy claims,
the Debtors also ask the Court to issue an order directing
financial institutions to honor and pay all replacement checks or
wire transfer requests.

                           *     *     *

Judge Robert D. Drain issued an order authorizing the Debtors, on
an interim basis, to pay and honor all prepetition obligations
associated with their employee obligations and to continue the
programs and maintain funding in the ordinary course of business,
on account of:

  (a) Unpaid Compensation, Deductions and Payroll Taxes,
      Temporary Employee Compensation and Independent Contractor
      Compensation;

  (b) Reimbursable Expenses, American Express Corporate Card
      Expenses, Relocation Program Expenses;

  (c) the Employee Benefit Programs and the Union Employee
      Benefit Programs; and

  (d) the 401(k) Savings Plan and the Multiemployer Pension
      Plans.

Judge Drain held that the Debtors are authorized to pay and honor
all prepetition obligations associated with Independent
Contractor Compensation, provided that the Debtors will not
pay any Independent Contractor more than $11,725.

The Debtors and any applicable third parties are authorized to
continue to allocate and distribute Deductions and Payroll Taxes
to the appropriate third-party recipients or taxing authorities
in accordance with the Debtors' stated policies and prepetition
practices.

The Debtors are also authorized:

  * to pay all processing and administrative fees associated
    with and all costs and expenses incidental to payment of the
    Employee Obligations; and

  * to continue to honor all obligations to their Union
    Employees under the terms of existing collective bargaining
    agreements to which the Debtors are a party to.

Pursuant to Section 362(d) of the Bankruptcy Code, (a) Employees
are authorized to proceed with their workers' compensation claims
in the appropriate judicial or administrative forum under the
Workers' Compensation Program, and the Debtors are authorized to
pay all prepetition amounts relating to the Program in the
ordinary course of business, and (b) the notice requirements
pursuant to Rule 4001(d) of the Federal Rules of Bankruptcy
Procedure, with respect to clause (a), are waived.  This
modification of the Automatic Stay pertains solely to claims
under the Workers' Compensation Program.

The Interim Order and the Debtors' performances under the Order
will not constitute the assumption of, or approval of, the
Debtors' entry into any executory contract or postpetition
agreement.  The Debtors' right to contest any claim is fully
reserved.

A final hearing 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: Wants to Honor Trust Fund Obligations
---------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., and its debtor-
affiliates seek the Court's authority to release certain funds
held in trust and to continue to perform and honor obligations
under their prepetition consignment and deposit arrangements in
the ordinary course of business, in a manner consistent with past
practice.

A. Proceeds from Sale of Lottery Tickets

Many of the Debtors' stores sell lottery tickets and similar
games of chance sponsored by various states.  The Debtors
estimate that as of the Petition Date, they owe the various state
lottery agencies $643,949, and seek authority to release to the
Lottery Agencies any prepetition Lottery proceeds identified
after reconciling their accounts.

B. Gift Card Proceeds

The Debtors sell gift cards pursuant to that certain Safeway
Marketing Services Gift Card Alliance Partners Program Agreement
dated December 31, 2003, by and between the Debtors and Blackhawk
Network, Inc., pursuant to which Blackhawk serves as an
intermediary between the Debtors and the retailers.  The Debtors
estimate that as of the Petition Date, they do not owe Blackhawk
any Gift Card Proceeds, but seek authority to release to
Blackhawk any prepetition Gift Card Proceeds identified after
reconciling their accounts.

C. Money Transfers and Money Orders

The Debtors are parties to that certain Western Union North
America Agency Agreement (the WUNA Agreement) dated September 30,
2008, between the Debtors and WUNA, a unit consisting of Western
Union Financial Services, Inc., and Integrated Payments Systems,
Inc.  Pursuant to the WUNA Agreement, many of the Debtors' stores
allow customers (i) to wire money electronically throughout the
United States and Mexico, and (ii) to purchase money orders from
the stores for cash in face amounts up to $1,000.  The Debtors
estimate that as of the Petition Date they do not owe WUNA any
Wire Transfer Funds and Money Order Funds, but seek authority to
release to WUNA any prepetition Wire Transfer Funds and Money
Order Funds identified after reconciling their accounts.

D. Consignment Arrangements

Certain of the Debtors are parties to various Consignment
Arrangements.  Under the Consignment Arrangements, certain of the
Debtors' vendors provide the Debtors with products that are to be
sold to the Debtors' customers in the ordinary course of
business, and the Debtors do not pay the Consignment Vendors for
the goods until the products are actually sold.  The Debtors
generally remit the proceeds from the sale of a consigned good to
the Consignment Vendors on a weekly basis.

E. Deposit Arrangements

Certain of the Debtors are parties to Deposit Arrangements
including Coin Deposit Programs with Coinstar, Inc., and Bottle
Deposit Programs with TOMRA East, Inc.  Under the Deposit
Arrangements, certain of the Debtors' vendors install in the
Debtors' stores reverse vending machines where the Debtors'
customers may deposit coins and bottles for payment from the
Debtors in the ordinary course of business.  The machine
operators then reimburse the Debtors for the Coin/Bottle Deposit
Proceeds, and also pay the Debtors a commission.  The Debtors
generally receive their reimbursements and commissions from on a
monthly basis.

To uphold their reputation for reliability and to preserve the
loyalty, goodwill and support of their customers, the Debtors
must maintain their Lottery Programs, Gift Card Sales, Money
Transfers and Money Orders, Consignment Arrangements, and Deposit
Arrangements in the ordinary course of business and honor their
obligations under these consignment and deposit arrangements,
explains Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New
York.

Not only do the Debtors earn money directly from the Lottery
Programs, Gift Cards, WUNA, the Consignment Vendors, and the
Deposit Arrangements, but the Debtors also are compensated
indirectly because these programs and products attract customers
to the Debtors' stores and may incrementally increase revenue at
the point of sale, Mr. Basta says.

"I believe such activities will encourage the Debtors' Customers
to continue to purchase the Debtors' products and, ultimately,
lead to increased revenue," asserts Frederic F. Brace, the
Debtors' chief administrative officer and chief restructuring
officer.

                           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: Wants to Pay Warehousing Charges
----------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., and its
debtor-affiliates seek court approval to earmark as much as
$3.64 million to pay warehousing charges and claims of so-called
"miscellaneous lien claimants."

Of the $3.64 million, $240,000 will be used to pay warehousing
services that were provided to the Debtors prior to their
bankruptcy filing while $3.4 million will be paid to the
miscellaneous lien claimants.

The miscellaneous lien claimants include third parties tapped by
the Debtors to perform repairs of their electrical system,
refrigeration equipment, food service equipment, among other
things.  They could potentially assert liens against the Debtors'
property on account of their claims.

"Unless the Court authorizes the Debtors to pay the lien
claimants, it is unlikely the Debtors will continue to have
access to the merchandise in possession of the lien claimants,"
says the Debtors' lawyer, Paul Basta, Esq., at Kirkland & Ellis
LLP, in New York.

"Failure to satisfy the lien claimants' claims could have a
material adverse effect that could have severe repercussions on
the Debtors' retail business operations to the detriment of the
creditors," Mr. Basta says in court papers.

Mr. Basta also seeks a court ruling to grant administrative
expense priority to all obligations of the Debtors arising from
the postpetition delivery of merchandise.

                        PACA Procedures

Some of the Debtors' suppliers will be eligible to assert
potential claims under the Perishable Agricultural Commodities
Act of 1930.  In exercising their rights under PACA, claimants
may impose a trust on some merchandise sold in the Debtors'
stores, granting them priority ahead of all other creditors.

PACA provides various protections to fruit and vegetable sellers,
including the establishment of a statutory constructive trust
consisting of a buyer's entire inventory of food or other
derivatives of perishable agricultural commodities, and the
proceeds related to any sale of those commodities.

Assets subject to a PACA trust are preserved as a non-segregated
floating trust and may be commingled with non-trust assets.
A PACA trust is not property of a debtor's estate.

The Debtors estimate that $3.272 million has accrued on account
of PACA claims as of December 12, 2010.

To ensure that the supply of merchandise continues unimpeded, the
Debtors propose to implement a process for the reconciliation and
disposition of PACA claims.

Under the proposed process, claimants seeking the protection of a
PACA trust must deliver a valid and timely notice to the Debtors.
The Debtors will send a copy of the order approving the proposed
payment of lien claims to all entities and persons who have
delivered a valid and timely notice.

If the Debtors determine that a claim asserted in the notice is
valid, they will pay that claim as an administrative expense.
Any claimant that accepts payment from the Debtors on account of
its allowed claim will be deemed to have waived, released, and
discharged its claims.

Thirty days from entry of the final order approving the proposed
procedures, and every 30 days thereafter, the Debtors will file a
"PACA settlement report" with the Court listing all allowed PACA
claims for the preceding 30 day period.  After the period ending
90 days after entry of the PACA order, the Debtors will file with
the Court a "disputed claim report" that lists the claims, which
they believe are invalid.

Claimants objecting to the Debtors' determination of their claims
listed in the disputed claim report must provide the Debtors with
evidence or documentation demonstrating the basis for the
dispute.  Objections must be served no later than the 20th day
following the date the disputed claim report is filed.

With respect to each claim in the disputed claim report as to
which no objection is timely received, that claim will be deemed
invalid without further court order, and will not be entitled to
the priorities provided under PACA.

With respect to each claim in the disputed claim report as to
which an objection is timely received and the parties resolve the
objection, that claim will be treated as an allowed or disallowed
claim, in whole or part, as agreed to by the parties without
further court order upon the filing of the settlement report.

With regards to each claim in the disputed claim report as
to which an objection is timely received and the objection cannot
be resolved, that claim will not be deemed valid or invalid
except upon order of the Court.  If a resolution is not reached
by at least 60 days after the date of the disputed claim report,
or such later period as may be agreed to by the claimant, the
Debtors will arrange for a court hearing.

                           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).


GREENBRIER COS: To Sell 3-Mil. Shares in At-The-Market Offering
---------------------------------------------------------------
The Greenbrier Companies has agreed to sell 3,000,000 shares of
its common stock in an underwritten at-the-market public offering.

The last reported sale price of its common stock on December 13,
2010 was $22.73 per share. The offering is expected to close on
December 17, 2010, subject to customary closing conditions.

Greenbrier expects to use the net proceeds of the offering for
general corporate purposes, which may include such purposes as
working capital, capital expenditures, repayment or repurchase of
a portion of the company's indebtedness or acquisitions of, or
investments in, complementary businesses and products.

Goldman, Sachs & Co. is acting as the sole underwriter for the
offering.

                       About Greenbrier Cos.

Based in Lake Oswego, Oregon, The Greenbrier Companies Inc.
operates in three primary business segments: manufacturing,
refurbishment and parts, and leasing and services.  The
manufacturing segment, operating from four facilities in the
United States, Mexico and Poland, produces double-stack intermodal
railcars, conventional railcars, tank cars and marine vessels.
The refurbishment & parts segment performs railcar repair,
refurbishment and maintenance activities in the United States and
Mexico.  The leasing & services segment owns roughly 8,000
railcars and provides management services for roughly 225,000
railcars.

The Company's balance sheet at Aug. 31, 2010, showed $1.0 billion
in total assets, $2.63 million in revolving notes, $181.64 million
in accounts payable, $81.14 million in deferred income taxes,
$11.38 million in deferred revenue, $498.70 million in notes
payable, and stockholders' equity of $297.40 million

                           *     *     *

As reported by the Troubled Company Reporter on August 19, 2010,
Moody's Investors Service raised its Speculative Grade Liquidity
Rating for The Greenbrier Companies to SGL-3 from SGL-4.  At the
same time, Moody's affirmed the company's existing ratings,
including the corporate family rating of Caa1.  Greenbrier's
rating outlook is negative in consideration of the continued
sluggish demand for new railcars and the company's need to address
certain refinancing needs.


GTC BIOTHERAPEUTICS: LFB Discloses 100% Equity Stake
----------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on December 6, 2010, LFB Biotechnologies, S.A.S.
disclosed that it beneficially owns 1,000 shares of common stock
of GTC Biotherapeutics, Inc. representing 100% of the shares
outstanding.

On December 2, 2010, the sale of 61,100,000 shares of Common Stock
by GTC to LFB at a price of $0.30 per share was consummated.

Immediately following the closing of the Private Placement, LFB
converted the Series D convertible preferred stock owned by it
into Common Stock and then contributed all shares of Common Stock
to Merger Sub, which was then merged with and into GTC in
accordance with Massachusetts law.  At the effective time of the
Merger: (i) all shares of Common Stock held by LFB and Merger Sub
were cancelled, (ii) all shares of Common Stock held by the
minority stockholders were converted into the right to receive
$0.30 per share and (iii) the 1,000 shares of common stock of
Merger Sub owned by LFB were converted into 1,000 shares of Common
Stock of GTC and GTC became a wholly owned subsidiary of LFB.

                     About GTC Biotherapeutics

Framingham, Mass.-based GTC Biotherapeutics, Inc. (OTC BB: GTCB)
-- http://www.gtc-bio.com/-- develops, supplies and
commercializes therapeutic proteins produced through transgenic
animal technology.  ATryn(R), GTC's recombinant human
antithrombin, has been approved for use in the United States and
Europe.

In addition to ATryn(R), GTC is developing a portfolio of
recombinant human plasma proteins with known therapeutic
properties.  These proteins include recombinant forms of human
coagulation factors VIIa and IX, which are being developed for the
treatment of patients with hemophilia, and recombinant
alpha-fetoprotein, which is being developed for the treatment of
myasthenia gravis and multiple sclerosis.

The Company's balance sheet at September 30, 2010, showed
$24.5 million in total assets, $48.2 million in total liabilities,
and a stockholders' deficit of $23.8 million.

The Company has an accumulated deficit of $333.4 million at
September 30, 2010.  The Company also has negative working capital
of $7.8 million as of September 30, 2010.  Based on the Company's
cash balance as of September 30, 2010, as well as potential cash
receipts primarily from the funding of programs under the LFB
collaboration, GTC believes its capital resources will be
sufficient to fund operations to the middle of December 2010.

As reported in the Troubled Company Reporter on March 15, 2010,
PricewaterhouseCoopers LLP, in Boston, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
January 3, 2010.  The independent auditors noted of the Company's
recurring losses from operations and limited available funds as of
January 3, 2010.


HAMILTON BEACH: S&P Raises Corporate Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit and senior secured debt ratings on Glen Allen,
Va.-based Hamilton Beach Brands Inc. to 'B+' from 'B'.  The
outlook is stable.  Hamilton Beach had about $115 million of
reported debt outstanding as of Sept. 30, 2010.

"The upgrade and stable outlook reflect S&P's belief that Hamilton
Beach will sustain its improved profitability and credit measures
and maintain its adequate liquidity position," said Standard &
Poor's credit analyst Rick Joy.  The company has seen favorable
trends in recent quarters reflecting improving consumer demand for
small appliances.


HDT WORLDWIDE: S&P Withdraws 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it has withdrawn its
ratings, including the 'B' corporate credit rating, on HDT
Worldwide LLC.  S&P also withdrew the 'B+' issue-level rating and
'2' recovery rating on the company's proposed secured credit
facility, as  well as the 'CCC+' issue-level rating and '6'
recovery rating on its proposed unsecured notes.

"The ratings withdrawal follows HDT's plans to no longer pursue a
debt-financed dividend, which would have also included the
refinancing of debt at subsidiaries, Hunter Defense Technologies
Inc. and Airborne Holdings Inc.," said Standard & Poor's credit
analyst Christopher DeNicolo.  "The ratings on Hunter Defense are
not affected by the cancellation of this transaction."


HERBST GAMING: Bank Debt Trades at 42% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Herbst Gaming,
Inc., is a borrower traded in the secondary market at 57.79 cents-
on-the-dollar during the week ended Friday, December 17, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.43
percentage points from the previous week, The Journal relates.
The Company pays 187.5 basis points above LIBOR to borrow under
the facility, which matures on December 8, 2013.  Moody's has
withdrawn its rating on the bank debt.  The loan is one of the
biggest gainers and losers among 193 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                        About Herbst Gaming

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

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


HUSKY ENERGY: Moody's Reviews 'Ba1' Junior Subordinated Rating
--------------------------------------------------------------
Moody's Investors Service placed Husky Energy Inc.'s Baa2 senior
unsecured rating and Ba1 junior subordinated rating under review
for possible downgrade

                        Ratings Rationale

"The review for downgrade reflects the high level of cash capital
expenditures and execution risk that Husky will incur over the
next few years as it moves forward with its plan to grow
production from its Canadian conventional and offshore east coast
properties as well as develop the Liwan natural gas project
offshore China and the Sunrise oil sands project," said Terry
Marshall, Moody's Senior Vice President.  "While Husky's principal
shareholders have demonstrated and indicated strong support during
this period, Moody's believe that Husky's leverage metrics may
weaken as the first material production adds from Liwan and
Sunrise won't materialize until 2014 and 2015 at the earliest."

The review will focus on: i) the capital required and timeframe
involved in developing Liwan and Sunrise and bringing these
projects to full, economic production; ii) the capital required by
Husky to fund Sunrise capex beyond the remaining US$2.2 billion
commitment of BP; iii) the timing of Husky's expenditure under its
commitment to fund its remaining US$2.4 billion capital
expenditure at the Toledo refinery; iv) Husky's ability to arrest
its production decline in Western Canada and the capital required
to do so; v) the extent of debt and hybrid securities likely to be
used by Husky to fund its growth projects and capital commitments;
vi) the proceeds of asset sales that realistically can be expected
to cover funding shortfalls; vii) other strategic initiatives that
Husky or its major shareholders may undertake; and viii) the level
of commitment of major shareholders in taking their share of
dividends in kind for seven consecutive quarters beginning in the
second quarter of 2011 as they have indicated they may do.

Husky's most significant production adds will come from two long
cycle developments, the Liwan and Sunrise projects, which contain
significant execution risks.  The Liwan development is a joint
venture with China National Offshore Oil Company (Aa3, stable), a
strong partner that will manage the sale of offtake in mainland
China, while Husky manages sales in Hong Kong.

The Sunrise oil sands project is an upstream / downstream joint
venture with BP, under which BP funds the first US$2.5 billion
of capital on the upstream side.  BP's remaining commitment is
US$2.2 billion.  Husky's commitment to BP with respect to
downstream capital also totaled US$2.5 billion initially, of
which US2.4 billion remains, to be paid no later than 2015.

While Husky is a publicly traded company, the majority of its
common stock is closely held.  Approximately 36% is owned by L.F.
Investments (Barbados) Limited, which is 100% indirectly owned and
controlled by Mr. Li Ka-shing of Hong Kong.  Another 35% is owned
by U.F. Investments (Barbados) Ltd., which is 100% indirectly
owned by Hutchison Whampoa Limited (A3, negative) of which Mr. Li
Ka-shing is chairman.

Husky's principal shareholder.  Mr. Li Ka-shing, both directly and
through Hutchison Whampoa Limited has demonstrated support for
Husky's development initiatives by subscribing for their share
(approximately 70%) of a C$1 billion equity issue that was used to
fund the acquisition of western Canadian properties from Exxon
Mobil, and by announcing the intent to take their share of Husky's
$1.2 billion annual dividend in shares from the second quarter of
2011 through 2012.

Husky Energy Inc., headquartered in Calgary, Alberta, is a
diversified independent E&P company with principal assets in North
America and Southeast Asia.


HUNTER DEFENSE: S&P Affirms Corporate Credit Rating at 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on Hunter Defense Technologies
Inc.  The outlook remains stable.

"The ratings on Hunter Defense reflect its highly leveraged
financial risk profile, very aggressive financial policy, modest
revenue base, and limited product diversity.  Substantial defense
spending -- despite expected competing demands on the U.S. federal
budget -- and leading positions in niche markets somewhat offset
these factors," said Standard & Poor's credit analyst Christopher
DeNicolo.

Hunter Defense' indirect parent, HDT Worldwide LLC, recently
cancelled plans to pursue a debt-financed $163 million dividend.
As part of the transaction, the debt at Hunter Defense was to have
been fully repaid.  The transaction would have resulted in pro
forma debt to EBITDA at HDT of almost 5x, compared with S&P's
expectations of 3.5x for Hunter Defense in fiscal 2011.  Although
S&P believes the aborted transaction indicates a more-aggressive
financial policy than previously incorporated into the rating,
it's offset by expected improvements in the company's credit
protection measures due to the contributions from acquisitions and
good organic growth.

The outlook is stable.  Good demand for the company's products
over the next one to two years should result in modest growth in
revenues, earnings, and cash flows, enabling Hunter Defense to
maintain credit protection measures appropriate for current
ratings.  "S&P could lower the ratings if a delay in military
funding constrains liquidity or shifting priorities in defense
spending materially reduce demand for its products and cause debt
to EBITDA to increase above 5x and funds from operations to total
debt to decline below 5%, or result in tighter covenant
compliance," Mr. DeNicolo continued.  "S&P could also lower
ratings if Hunter or its parent pursue a dividend recap or similar
actions that cause a material deterioration in Hunter Defense's
financial profile.  S&P is unlikely to raise the ratings in the
near term due to the company's more-aggressive financial policy."


HAMPTON ROADS: Former WTC Market Manager Named Shore Bank CEO
-------------------------------------------------------------
Hampton Roads Bankshares Inc. announced that Shore Bank has named
W. Thomas Mears President and Chief Executive Officer.  Mr. Mears
brings over 20 years of banking experience in markets on the
Eastern Shore of Maryland and surrounding areas.  He joins Shore
Bank from Wilmington Trust, where he was Market Manager - Lower
Delaware and Eastern Shore of Maryland.  Mears succeeds Steven M.
Belote, who will assist with the transition and then assume
another position with the Company to be determined following the
completion of the transition.

Prior to Wilmington Trust, Mears served in positions of increasing
responsibility with Peninsula Bank, an affiliate of Mercantile
Bankshares Corp., from 1989 to 2006, then served as Regional
President/Market Executive for PNC after its acquisition of
Mercantile Bankshares Corp.

Mr. Mears is active in a number of community organizations on the
Eastern Shore of Maryland.  He is member of the Board of Directors
and past President of the United Way of the Lower Eastern Shore.
He is a member of the Atlantic General Hospital Foundation Board
of Directors and the Greater Salisbury Committee.  He is The Den
Leader for Cub Scout Pack 267 and Board/Committee member for Boy
Scout Troop 225.  He is a past Director of the Ocean City Chamber
of Commerce.

Mr. Mears graduated from Broadwater Academy in Exmore, Virginia in
1984 and went on to earned a BS in Economics from the Virginia
Polytechnic Institute and State University.  He also graduated
from the University of Maryland Banking School and the University
of Oklahoma Commercial Banking School.  Mears currently resides in
Berlin, Maryland with his wife, Laura and two sons, Davis and
Will.

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR)
-- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Yount, Hyde & Barbour, P.C., in Winchester, Va., expressed
substantial doubt about the Company's ability to continue as a
going concern in its report on the Company's restated consolidated
financial statements for the year ended December 31, 2009.  The
independent auditors noted that quantitative measures established
by regulation to ensure capital adequacy require the Company and
its subsidiary banks to maintain minimum amounts and ratios of
total and Tier I capital to risk-weighted assets, and Tier I
capital to average assets.  In addition, the Company has suffered
recurring losses from operations and declining levels of capital.

Hampton Roads Bankshares reported a net loss of $84.5 million on
$17.9 million of net interest income for the three months ended
September 30, 2010, compared with a net loss of $13.4 million on
$26.5 million of net interest income for the same period last
year.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company said in its Form 10-Q for the September 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010.  However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on September 30, 2010.


HERCULES OFFSHORE: Files Offshore Fleet Status Report
-----------------------------------------------------
On December 15, 2010, Hercules Offshore Inc. posted a report
entitled "Hercules Offshore Fleet Status Report".  The Fleet
Status Report includes the Hercules Offshore Rig Fleet Status,
which contains information for each of the Company's drilling
rigs, including contract dayrate and duration.

The Fleet Status Report also includes the Hercules Offshore
Liftboat Fleet Status Report, which contains information by
liftboat class for November 2010, including revenue per day and
operating days.

A full-text copy of the Status Report is available for free
at http://ResearchArchives.com/t/s?7122

                      About Hercules Offshore

Houston-based Hercules Offshore, Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  Its international offices
are in Angola, Grand Cayman, India, Malaysia, Mexico, Nigeria,
Qatar, and Saudi Arabia.

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

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


HARRAH'S ENTERTAINMENT: HOC Bank Debt Trades at 104.63%
-------------------------------------------------------
Participations in a syndicated loan under which Harrah's Operating
Company, Inc., is a borrower traded in the secondary market at
104.63 cents-on-the-dollar during the week ended Friday, December
17, 2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.90 percentage points from the previous week, The Journal
relates.  The Company pays 750 basis points above LIBOR to borrow
under the facility.  The bank loan matures on October 23, 2016,
and carries Moody's Caa1 rating and Standard & Poor's B rating.
The loan is one of the biggest gainers and losers among 193 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                        About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- through its wholly owned subsidiary,
Harrah's Operating Company, Inc., operates nearly 40 casinos
across the United States, primarily under the Harrah's(R),
Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the
London Clubs International family of casinos and the World Series
of Poker(R).  Private equity firms Apollo Global Management and
TPG Capital LP acquired Harrah's in January for $31 billion.

The Company's balance sheet at Sept. 30, 2010, showed $29.28
billion in total assets, $28.22 billion in total liabilities, and
stockholders' equity of $1.06 billion.

Harrah's Entertainment reported a net loss of $164.8 million on
$2.29 billion of net revenues for the quarter ended Sept. 30,
2010, compared with a net loss of $1.71 billion on $2.29 billion
of net revenues for the same period a year ago.

Harrah's carries 'Caa3' corporate family and probability of
default ratings, with "positive outlook", from Moody's Investors
Service.  It has 'B-' issuer credit ratings, with "stable"
outlook, from Standard & Poor's.


HAWKER BEECHCRAFT: Bank Debt Trades at 14% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 86.06 cents-on-
the-dollar during the week ended Friday, December 17, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.63
percentage points from the previous week, The Journal relates.
The Company pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on March 26, 2014, and carries
Moody's Caa1 rating and Standard & Poor's CCC+ rating.  The loan
is one of the biggest gainers and losers among 193 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

    About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.

Hawker Beechcraft Acquisition Company LLC reported net sales for
the three months ended September 30, 2010, of $594.7 million, a
decrease of $163.0 million compared to the third quarter of 2009.
During the three months ended September 30, 2010, the Company
recorded an operating loss of $81.4 million, compared to an
operating loss of $721.1 million during the comparable period in
2009.  The improved operating loss versus the prior period was
primarily due to charges of $581.5 million related to asset
impairments recorded during the three months ended September 27,
2009.

The Company's balance sheet at June 27, 2010, showed $3.420
billion in total assets, $3.408 billion in total liabilities, and
stockholders' equity of $11.6 million.

Hawker Beechcraft reported a net loss of $56.8 million on $639.3
million of total sales for the three months ended June 27, 2010,
compared with net income of $172.2 million on $816.3 million of
sales for the three months ended June 28, 2009.

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service.


HYTHIAM INC: Kelly McCrann Joins Board of Directors
---------------------------------------------------
Hythiam Inc. appointed Kelly McCrann to its Board of Directors,
effective December 9, 2010.  Kelly McCrann has decades of
experience in the healthcare industry and has previously held
executive level operations positions at DaVita, PacifiCare Health
Services and Coram Healthcare.  Kelly also has been involved in
consulting and venture capital, and has significant experience in
healthcare strategic development, venture financing and M&A
transactions.

"We are pleased Kelly McCrann has joined our Board," said Terren
Peizer, Hythiam's Chairman and CEO.  "Kelly's extensive healthcare
services operational experience will provide invaluable insights
as we broaden the Catasys substance dependence program's national
footprint.  In the coming months, we expect an acceleration in
Catasys contracts, health plan implementations, and further
pipeline expansion.  Kelly McCrann will contribute greatly to
the execution of our business model in the coming year."

"I am excited to be joining the Board of Directors at Hythiam, and
I look forward to working with Hythiam's Board and executive
management team," said Kelly McCrann.  "I believe the Company has
an outstanding solution for payors with high medical cost
substance dependence populations, and think the Company is
strategically well positioned to benefit from the backdrop of
healthcare reform, parity and payors' increased focus on
controlling costs."

                        About Hythiam, Inc.

Based in Los Angeles, Hythiam, Inc., is a healthcare services
management company, providing through its Catasys(R) subsidiary
specialized behavioral health management services for substance
abuse to health plans.

The Company's balance sheet at Sept. 30, 2010, showed
$3.48 million in total assets, $4.11 million in total liabilities,
and a stockholders' deficit of $634,000.  Stockholders' deficit
was $588,000 at June 30, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
BDO Seidman, LLP, in Los Angeles, expressed substantial doubt
about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses from operations and
negative cash flows from operating activities.


HYTHIAM INC: Irving Co. Office Space Lease Extended Through 2013
----------------------------------------------------------------
On December 9, 2010, Hythiam Inc. entered into the Eighth
Amendment to Lease by and between the Company and Irving Company
LLC, pursuant to which, among other things, the Company extended
the term of the lease on the office space located at 11150 Santa
Monica Boulevard, Suite 1500 through December 31, 2013.  The
signing of this lease extension will conclude all of the Company's
previously disclosed plans of reducing space and property leasing
costs and is expected to reduce occupancy costs by over $1,000,000
during the three year lease term.

On December 9, 2010, the board of directors of the Company
approved the adoption of the 2010 Stock Incentive Plan.  The Plan
allows the Company, under the direction of the Compensation
Committee of the Board of Directors, to make grants of stock
options, restricted and unrestricted stock and other stock-based
awards to employees, including the Company's executive officers,
consultants and directors.

The Plan allows for the issuance of up to 216,000,000 additional
shares of Common Stock pursuant to new awards granted under the
Plan and up to approximately 14,000,000 shares of Common Stock
that are represented by options outstanding under our 2003 and
2007 Stock Incentive Plans that expire or are cancelled without
delivery of shares of common stock on or after December 9, 2010.

The Company currently does not have authorized sufficient number
of shares of Common Stock and intends to file a definitive proxy
statement on Schedule 14A with the Securities and Exchange
Commission seeking shareholder approval to amend the Company's
Certificate of Incorporation to increase the authorized shares of
Common Stock.

                        About Hythiam, Inc.

Based in Los Angeles, Hythiam, Inc., is a healthcare services
management company, providing through its Catasys(R) subsidiary
specialized behavioral health management services for substance
abuse to health plans.

The Company's balance sheet at Sept. 30, 2010, showed
$3.48 million in total assets, $4.11 million in total liabilities,
and a stockholders' deficit of $634,000.  Stockholders' deficit
was $588,000 at June 30, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
BDO Seidman, LLP, in Los Angeles, expressed substantial doubt
about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses from operations and
negative cash flows from operating activities.


IDEARC INC: Settlement of Levy Class Suit Not Enforceable
---------------------------------------------------------
Judge Barbara J. Houser rules that Idearc Inc.'s purported
settlement agreement with plaintiffs in the class action, Levy v.
Verizon Information Services, Inc., et al., Case No. 06-CV-1583
(E.D.N.Y.), is not enforceable against the Debtor.  The Settlement
Agreement was not signed by the Debtors and is unenforceable under
Rule 2104 of the New York Civil Practice Law and Rules.  Moreover,
conditions precedent to the effectiveness of the Settlement were
not satisfied.

On April 4, 2006, Sabrina Levy and nine other named plaintiffs
commenced the EDNY Litigation to recover alleged unpaid "off the
clock" overtime compensation and other wages for themselves and
other similarly situated individuals under state and federal
employment statutes.

In early March 2009, the Debtors and the Plaintiffs reached a
tentative settlement and proceeded to draft a formal settlement
agreement of the EDNY Litigation. The Named Plaintiff themselves
never signed the Settlement Agreement, and neither did the
Debtors.  On March 31, 2009, one day after circulating the
Settlement Agreement, the Debtors filed their Chapter 11
petitions.

The Settlement Agreement split a total of $2.6 million between two
groups: (1) the Plaintiffs, who would receive $1.8 million as wage
compensation ($1.7 million for overtime and $100,000 for wage
deductions), and (2) the yet-to-be identified putative class
members of the uncertified state law Rule 23 classes who would
receive $700,000 for their overtime claims and $100,000 for their
dismissed wage deduction claims.

The Debtor has objected to Proof of Claim Number 1372, 1376, and
1464 filed by Sabrina Levy and all similarly situated class
members of the EDNY Litigation.  The Levy Claimants have
responded.

By letter dated November 16, 2010, the parties asked the Court to
resolve two threshold questions with respect to the Claim
Objection.  First, is the Settlement Agreement enforceable against
the Debtors? Second, if the Settlement Agreement is enforceable
against the Debtors, are the Plaintiffs' claims to $1.8 million
under the Settlement Agreement entitled to Sec. 507(a)(4) wage
priority under the Bankruptcy Code?

According to Judge Houser, even assuming that the Settlement
Agreement is enforceable against the Debtors, the $1.8 million was
not "earned" within 180 days prior to the Petition Date as
required by Sec. 507(a)(4) of the Bankruptcy Code.  It is
therefore not entitled to a fourth priority in distribution under
the Debtors' joint plan of reorganization.

A copy of Judge Houser's December 14 Memorandum Opinion is
available at http://is.gd/iPhjXfrom Leagle.com.

                         About Idearc Inc.

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- formerly known as Directories
Disposition Corporation, provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, their information directory for wireless
subscribers.  Idearc is the exclusive official publisher of
Verizon print directories in the markets in which Verizon is
currently the incumbent local exchange carrier.  Idearc uses the
Verizon brand on their print directories in their incumbent
markets, well as in their expansion markets.

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.  The Debtors tapped Moelis
& Company as their investment banker; Kurtzman Carson Consultants
LLC as their claims agent.  William T. Neary, the United States
Trustee for Region 6, appointed six creditors to serve on an
official committee of unsecured creditors of Idearc, Inc., and its
debtor-affiliates.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP,
co-counsel.  The Debtors' financial condition as of Dec. 31, 2008,
showed total assets of $1,815,000,000 and total debts of
$9,515,000,000.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of December 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.


INFOLOGIX INC: Has Deal to Sell to Stanley at $4.75 Per Share
-------------------------------------------------------------
Stanley Black & Decker and InfoLogix Inc. have entered into a
definitive agreement under which InfoLogix will be acquired by
Stanley for $4.75 per common share in cash.  The total transaction
value is approximately $61.2 million, including the assumption
of debt, of which approximately $22.1 million is currently
outstanding and a portion of which is convertible into shares of
common stock of InfoLogix.

InfoLogix will add an established provider of mobile workstations
and asset tracking solutions to Stanley's existing Healthcare
Solutions growth platform.  As part of Stanley Healthcare
Solutions, InfoLogix's business will be well-positioned to extend
its reach in healthcare and commercial markets by having access to
the resources, brand equity and global supply chain of a S&P 500
company.

"The acquisition of InfoLogix is consistent with Stanley Black &
Decker's portfolio diversification strategy and continues the
expansion of one of our growth platforms, Stanley Healthcare
Solutions," said Brian Kaner, CFO and COO of Stanley Convergent

Security/Healthcare Solutions. "Offering strategic technology
consulting services will enable Stanley Healthcare Solutions to
assist clients in improving workflow, productivity and
profitability through complete enterprise mobility solutions.
With a strong leadership team and talented employee base, we plan
to leverage InfoLogix's expertise in mobility solutions, clinical
integration services, and mobile managed services in expanding our
growing security and healthcare businesses."

"By combining InfoLogix's technologies, solutions and customer
relationships together with Stanley's suite of healthcare products
and services, intellectual property and global presence, we will
be uniquely positioned in the healthcare and mobility
marketplaces," said Dave Gulian, President and CEO of InfoLogix.
"InfoLogix has enabled 2,200 healthcare and commercial
organizations to make better decisions, mobilize their data
investments, and manage their systems and supply chain.  We look
forward to joining with Stanley and driving accelerated growth
while extending our services globally."

The transaction, which is subject to various closing conditions,
including the filing with the Securities and Exchange Commission
(SEC) of an Information Statement on Schedule 14C and the
distribution of the Information Statement to all of InfoLogix's
stockholders, is expected to close early in the first quarter of
2011.  Please refer to InfoLogix's Current Report on Form 8-K
filed with the SEC on December 15, 2010 or shortly thereafter, for
information about the transaction.

                   About Stanley Black & Decker

Stanley Black & Decker -- http://www.stanleyblackanddecker.com/--
an S&P 500 company, is a diversified global provider of hand
tools, power tools and related accessories, mechanical access
solutions and electronic security solutions, engineered fastening
systems, infrastructure solutions and more.

                        About Infologix

Hatboro, Pa.-based InfoLogix, Inc. (OTC QB: IFLG)
-- http://www.infologix.com/-- provides enterprise mobility
solutions for the healthcare and commercial markets.

The Company's balance sheet as of September 30, 2010, showed
$31.7 million in total assets, $34.7 million in total liabilities,
and a stockholders' deficit of $3.0 million.

As reported in the Troubled Company Reporter on April 21, 2010,
McGladrey & Pullen, LLP, in Blue Bell, Pa., 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 suffered recurring losses from
operations, has negative working capital and an accumulated
deficit as of December 31, 2009.


INOVA TECHNOLOGY: Has Backlog of $20-Mil. of Funded Projects
------------------------------------------------------------
Inova Technology has a backlog of approximately $20.7 million of
awarded and funded projects.  This is the largest backlog of
awarded and funded contracts in the Company's history.

Inova CEO, Adam Radly, said "Desert's management has obviously
done a great job developing this backlog.  This is also a
reflection of our track record of being able to consistently
complete projects on time and on budget while still providing
high quality service."

"The Company is also bidding on additional projects and we expect
to be able to provide an update regarding our success rate in
March of 2011," Mr. Radly added.

The majority of the projects in the current backlog are network
solutions projects for government customers in the Texas area.
The backlog includes more than 20 customers and consists of a
combination of both new and previous customers.  The larger
projects are network solutions projects for Ft Worth, Ysleta, Ft
Hancock, and San Eli School Districts.  The majority of the
projects are expected to be implemented during calendar 2011.

"We also received a very enthusiastic reception to our iPhone app
for the trade show industry at the Expo Expo Show last week",
added Mr. Radly.

                      About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company's balance sheet at July 31, 2010, showed
$11.86 million in total assets, $16.72 million in total
liabilities, and a stockholders' deficit of $4.86 million.

As reported in the Troubled Company Reporter on August 26, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its results for the fiscal year ended April 30, 2010.  The
independent auditors noted that Inova incurred losses from
operations for fiscal 2010 and 2009 and has a working capital
deficit as of April 30, 2010.


INOVA TECHNOLOGY: Delays Form 10-Q for Oct. 31 Quarter
------------------------------------------------------
Inova Technology Inc. said it could not timely file its quarterly
report on Form 10-Q for the period ended Oct. 31, 2010, with the
Securities and Exchange Commission.  The Company said it expects
that the 10-Q filing will be complete and filed by the amended due
date of December 20, 2010.

                      About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company's balance sheet at July 31, 2010, showed
$11.86 million in total assets, $16.72 million in total
liabilities, and a stockholders' deficit of $4.86 million.

As reported in the Troubled Company Reporter on August 26, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its results for the fiscal year ended April 30, 2010.  The
independent auditors noted that Inova incurred losses from
operations for fiscal 2010 and 2009 and has a working capital
deficit as of April 30, 2010.


INTELSAT SA: Reorganization to Be Complete in "Next Few Months"
---------------------------------------------------------------
Intelsat S.A. said early this month that it intends to enter into
a series of internal transactions and related steps that would
reorganize the ownership of the Company's assets among its
subsidiaries and effectively combine the legacy businesses of
Intelsat Subsidiary Holding Company S.A. and Intelsat Corporation
in order to simplify the Company's operations and enhance the
Company's ability to transact business in a more efficient manner.

"The Reorganization is expected to be completed in the next few
months, and remains subject to certain contingencies, including
receipt of FCC approval and the refinancing of substantially all
of the existing indebtedness of Intelsat Corp and the senior
secured credit facilities of Intelsat Sub Holdco," the Company
said in a regulatory filing on Dec. 15, 2010.

"The Company currently expects that, to the extent it is able to
raise greater funds than are necessary to allow the Reorganization
to occur, it will use such additional proceeds primarily to repay
or repurchase other indebtedness of the Company and its
subsidiaries.  While it remains the Company's intention to proceed
with the Reorganization, there can be no assurance that the
Reorganization will be completed."

                        About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of December 31, 2009, and
ground facilities related to the satellite operations and control,
and teleport services.  It had $2.5 billion in revenue in 2009.

Intelsat S.A. had $17.56 billion in assets, $18.15 billion in
debts, noncontrolling interest of $1.90 million, and shareholders'
deficit of $597.06 million as of Sept. 30, 2010.

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had $7.70 billion in
assets against $4.86 billion in debts as of Dec. 31, 2010.


INTERNATIONAL COAL: Fairfax and WL Ross May Resell 40-Mil. Shares
-----------------------------------------------------------------
On December 13, 2010, pursuant to the terms of two separate
registration rights agreements, International Coal Group, Inc.
filed a registration statement and a preliminary prospectus
supplement to permit affiliates of WL Ross & Co. and Fairfax
Financial Holdings Limited to resell shares of the Company's
common stock in an underwritten public offering.

In connection with the Offering, the Company, WLR Recovery Fund,
L.P., WLR Recovery Fund II, L.P., WLR Recovery Fund III, L.P.,
Wentworth Insurance Company Ltd., United States Fire Insurance
Company, The North River Insurance Company, Odyssey America
Reinsurance Corporation, Clearwater Insurance Company, TIG
Insurance Company, nSpire Re Limited and Merrill Lynch, Pierce,
Fenner & Smith Incorporated entered into an underwriting
agreement, dated as of December 14, 2010, relating to the sale of
12,268,700 and 22,577,800 shares of the Company's common stock
by affiliates of WLR and Fairfax, respectively, plus up to an
additional 1,840,305 and 3,386,670 shares of common stock by
affiliates of WLR and Fairfax, respectively, if the Underwriter
exercises its 30-day option to purchase additional shares to cover
over-allotments, if any.

The Underwriting Agreement includes the terms and conditions of
the sale of the common stock, indemnification and contribution
obligations and other terms and conditions customary in agreements
of this type.  Closing of the Offering is expected to occur on or
about December 17, 2010, subject to customary closing conditions.
Upon completion of this Offering, affiliates of WLR and Fairfax
will continue to own 12,268,723 and 22,577,788 shares of the
Company's common stock, respectively.

The Company will not receive any of the proceeds from the
Offering.  The total number of shares of the Company's common
stock outstanding will not change as a result of the Offering.
The common stock will be sold pursuant to an effective shelf
registration statement (File No. 333-171136) that was filed with
the Securities and Exchange Commission and became effective on
December 13, 2010.

The Company said, "Wilbur L. Ross, Jr., the Chairman of our board
of directors, is Chairman and Chief Executive Officer of WLR.
Wendy L. Teramoto, a member of our board of directors, is a Senior
Vice President at WLR. Samuel A. Mitchell, a member of our board
of directors, is a Managing Director of Hamblin Watsa Investment
Counsel Ltd., a wholly-owned subsidiary of Fairfax. Pursuant to
our certificate of incorporation, by-laws, indemnification
agreements and certain contractual obligations, we are obligated
to advance legal fees to our directors and officers under certain
circumstances, subject to limitations of the Delaware General
Corporation Law."

                   About International Coal Group

Scott Depot, West Virginia-based International Coal Group, Inc.
(NYSE: ICO) produces coal in Northern and Central Appalachia and
the Illinois Basin.  The Company has 13 active mining complexes,
of which 12 are located in Northern and Central Appalachia, and
one in Central Illinois.  ICG's mining operations and reserves are
strategically located to serve utility, metallurgical and
industrial customers throughout the eastern United States.

The Company's balance sheet at Sept. 30, 2010, showed
$1.47 billion in total assets, $720.28 million in total
liabilities, and stockholders' equity of $748.30 million.

                           *     *     *

International Coal Group carries 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.

In March 2010, Moody's said the ratings "continue to reflect ICG's
elevated cost structure amidst an uncertain price environment,
inherent operating risk at its mines, history of operating and
financial challenges, significant capital spending requirements,
and uncertainty regarding mine permitting obstacles particularly
given the large percentage of surface mine production."


IRVINE SENSORS: Issues $118,600 in Promissory Notes
---------------------------------------------------
On December 10, 2010, Irvine Sensors Corporation entered into a
Subscription Agreement with three accredited investors, pursuant
to which the Company sold and issued to the investors unsecured
convertible promissory notes of the Company in a seventh closing
of a private placement.  The $118,600 aggregate principal value of
the Notes in said seventh closing was paid in cash to the Company.

As previously disclosed by the Company in November, the Notes bear
simple interest at a rate per annum of 10% and have a maturity
date of May 31, 2011.  Interest on the Notes accrues and is
payable in arrears at maturity.  At the discretion of an investor
holding a Note, any outstanding principal and accrued interest
remaining under the Note at maturity may be converted into shares
of the Company's common stock at a conversion price equal to $0.13
per share, provided, however, that the Company has a sufficient
number of authorized shares of common stock to allow such
conversion at such time, and that the investor is an accredited
investor at the time of such conversion as such term is defined in
Rule 501 under the Securities Act of 1933, as amended.  There is
no assurance that a sufficient number of authorized shares of the
Company's common stock will be available for conversion of any
outstanding principal and accrued interest under the Notes.  Also
at the discretion of an investor holding a Note, any outstanding
principal and accrued interest under said Note may be converted at
the closing of a subsequent private placement of the Company with
gross proceeds of at least $8.0 million into the securities issued
in a Subsequent Financing on the same terms and conditions as the
other investors in said Subsequent Financing, provided, however,
that the investor is an "accredited investor" at the time of such
conversion as such term is defined in Rule 501 under the
Securities Act of 1933, as amended; and provided, further, that
such investor enters into and executes the same documents,
satisfies the same conditions and agrees to be bound by the same
terms as all other investors in said Subsequent Financing. There
is no assurance that the Company will consummate any Subsequent
Financing.  Unpaid and unconverted principal value and accrued
interest of the Notes may be repaid in cash prior to maturity in
whole or in part at any time without premium or penalty.  The
amounts owing under the Notes may be accelerated upon the
occurrence of certain events of default, such as the termination
of existence of the Company, the appointment of a receiver or
custodian for the Company or any part of its property if such
appointment is not terminated or dismissed within thirty days, the
institution against the Company or the voluntary commencement by
the Company of any proceedings under the United States Bankruptcy
Code or any other federal or state bankruptcy, reorganization,
receivership or other similar law affecting the rights of
creditors generally which proceeding is not dismissed within sixty
days of filing, or an assignment by the Company for the benefit of
its creditors or an admission in writing by the Company of its
inability to pay its debts as they become due.

As additional consideration for the Notes, the Company shall issue
shares of its common stock to each investor with a value equal to
25% of the principal amount of the Notes purchased by such
investor, based on a valuation per share which was the greater of
(i) the fair market value of the Company's common stock, and (ii)
$0.13 per share, but not greater than $0.14 per share.  For the
seventh closing of the Private Placement, the Initial Valuation
was $0.13 per share.  The Company will issue the Shares to the
investors upon the earlier of (i) the closing of a Subsequent
Financing, and (ii) seven months following the issuance date of
the Notes or as soon as practicable thereafter as permitted by law
or regulation. Pending such issuance, the Company will reserve the
appropriate number of shares of its common stock to permit the
issuance of the Shares.

The total number of Shares issuable and shares of common stock of
the Company potentially issuable upon conversion of the principal
and accrued interest under the Notes at maturity issued pursuant
to the seventh closing of the Private Placement is 1,184,121 in
the aggregate, assuming that the Company does not repay the
Notes before maturity and investors holding Notes convert all
outstanding principal and accrued interest at maturity into common
stock of the Company.

In consideration for services rendered as the lead placement agent
in the seventh closing of the Private Placement, on December 10,
2010, the Company paid the placement agent cash commissions, a
management fee and an expense allowance fee aggregating $9,130,
which represents 7.7% of the gross proceeds of the seventh closing
of the Private Placement, and agreed to issue to the placement
agent a five-year warrant to purchase an aggregate of 70,230
shares of the Company's common stock at an exercise price of $0.13
per share, which price was equal to the Initial Valuation of the
Company's common stock immediately preceding the Company entering
into the agreement to issue such warrant.  The warrant issued to
the placement agent is referred to in this report as the "Agent
Warrant."

The Agent Warrant shall be issued on the same date as the Shares
are issued to the investors in the Private Placement.  The Agent
Warrant shall not be exercisable until stockholder authority has
been obtained to increase the Company's authorized shares of
common stock to a number adequate to reserve for both any shares
of common stock to be issued in a Subsequent Financing, if any,
and the Agent Warrant, as well as any other known issuances of
common stock for which the Company must reserve shares for
issuance. The Agent Warrant shall have a net "cashless" exercise
feature.

None of the Notes, Shares or Agent Warrant, or the shares of the
Company's common stock issuable upon conversion or exercise
thereof, has been registered under the Securities Act of 1933 and
none may be offered or sold absent registration or an applicable
exemption from registration.  The Company does not plan to
register the Notes, Shares or Agent Warrants, or the shares of the
Company's common stock issuable upon conversion or exercise
thereof.

                        About Irvine Sensors

Irvine Sensors Corporation -- http://www.irvine-sensors.com/--
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and sale of higher level systems incorporating
such products and research and development related to high density
electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors, on September 21, 2009, filed a
voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
California.

The Company's balance sheet at June 27, 2010, showed $6.86 million
in total assets and $14.73 million in total liabilities, and a
stockholders' deficit of $7.86 million.

As reported by the Troubled Company Reporter on September 7, 2010,
Irvine Sensors received in August 2010 a Waiver and Consent from
its senior lender and Series A-2 preferred stockholder, Longview
Fund, L.P., and one of its warrant holders, Alpha Capital Anstalt,
pursuant to which Longview and Alpha consented to, and waived any
breaches, defaults, events of default, cross-defaults or
acceleration events in their agreements and instruments with the
Company relating to, the potential delisting of the Company's
common stock from The Nasdaq Capital Market.

The TCR on September 14, 2010, reported that Irvine Sensors
received a determination notice from the Nasdaq Hearings Panel
stating that the Company's shares would be delisted from The
Nasdaq Stock Market.  Trading of the shares was suspended
effective at the open of trading on September 13.  The Panel had
previously required the Company to evidence a closing bid price of
$1.00 or more for a minimum of 10 consecutive trading days on or
before September 13, 2010, to maintain its Nasdaq listing, and the
Company did not achieve compliance with this requirement.


J'S CONSTRUCTION: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: J's Construction, LLC
        56507 McFall Place
        Hannibal, MO 63401

Bankruptcy Case No.: 10-20664

Chapter 11 Petition Date: December 15, 2010

Court: United States Bankruptcy Court
       Eastern District of Missouri (Hannibal)

Judge: Kathy A. Surratt-States

Debtor's Counsel: Fredrich J. Cruse, Esq.
                  THE CRUSE LAW FIRM
                  718 Broadway
                  P.O. Box 914
                  Hannibal, MO 63401-0914
                  Tel: (573) 221-1333
                  Fax: (573) 221-1333
                  E-mail: fcruse@cruselaw.com

Scheduled Assets: $949,500

Scheduled Debts: $1,071,993

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/moeb10-20664.pdf

The petition was signed by Jackie W. Hooper, Jr., member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Jackie W. Jr. & Carrie M. Hooper       10-20593   10/25/10


JAKE'S GRANITE: District Court Rules on SNS Lawsuit
---------------------------------------------------
Jake's Granite Supplies, L.L.C., an Arizona Limited Liability
Company, v. SNS Civil Design Consultants, Inc., an Arizona
corporation dba SNS Civil Design Group; Kimball R. Siegfried and
Eileen Siegfried, husband and wife, Case No. 10-CV-00083 (D.
Ariz.), is an appeal from the Arizona Bankruptcy Court's grant of
summary judgment, entered October 26, 2009, in favor of SNS,
dismissing Jake's claims for breach of contract, negligent
misrepresentation, and promissory estoppel.  Jake's also seeks
review of the Bankruptcy Court's Second Amended Final Judgment,
entered January 25, 2010, awarding Appellees attorneys' fees and
costs.

District Judge G. Murray Snow affirms in part and denies in part
the Bankruptcy Court's summary judgment order, and vacates in part
the Bankruptcy Court's Second Amended Final Judgment.  Jake's has
established that there is a genuine issue as to material facts
pertaining to its negligent misrepresentation claim against SNS.
The Bankruptcy Court erred in granting summary judgment on this
claim.

The District Court also holds that a genuine issue of material
fact exists at to whether Jake's is a third-party beneficiary to
the contract between General Engineering and SNS, precluding
summary judgment in favor of SNS on Jake's breach of contract
claim.  Moreover, the District Court rules that because SNS cannot
satisfy the "promise" element of promissory estoppel, SNS's
promissory estoppel argument must fail.  The Bankruptcy Court's
summary judgment finding on Jake's promissory estoppel claim is
affirmed.

In light of the District Court's reversal of the Bankruptcy
Court's summary judgment findings with respect to Jake's breach of
contract and negligent misrepresentation claims, the attorneys'
fees award to SNS is vacated and remanded for further proceedings.

A copy of the District Court's December 13, 2010 Order is
available at http://is.gd/iPJDBfrom Leagle.com.

                       About Jake's Granite

Headquartered in Chandler Heights, Arizona, Jake's Granite
Supplies, L.L.C., owns and operates a sand and gravel mining
operation in Buckeye, Arizona.  The Company filed for chapter 11
protection on June 13, 2005 (Bankr. D. Ariz. Case No. 05-10601).
Joseph E. Cotterman, Esq., at Gallagher & Kennedy, P.A.,
represented the Debtor in their restructuring efforts.  Brian N.
Spector, Esq., at Jennings Strouss & Salmon, PLC, represented the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed assets of $16,473,500
and debts of $6,141,198.

In November 2005, Jake's closed the sale of substantially all of
its assets associated with its sand and gravel mining operation to
Cemex Construction Materials, L.P.

The U.S. Bankruptcy Court for the District of Arizona confirmed
Jake's Plan of Reorganization on March 1, 2006.  Daniel E.
Garrison, Esq., at Gallagher & Kennedy, P.A., in Phoenix, Arizona,
told the Court that the Debtor has sufficient cash from the sale
of substantially all of its assets to Cemex Building Materials,
L.P., to fully pay all allowed claims.  Mr. Garrison said there's
$4,645,000 remaining in the estate -- net of all remaining cure
payments, all claims of unsecured creditors, and anticipated
administrative costs -- plus the $500,000 Cemex holdback.  Holders
of unsecured claims were paid in cash on the effective date.
Holders of equity interests retained their stake in the Company.


JAMES MACPHERSON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: James Henry MacPherson
               Jeanne Shedd MacPherson
                aka Jena MacPherson
               2934 NW Esplanade
               Seattle, WA 98117

Bankruptcy Case No.: 10-24944

Chapter 11 Petition Date: December 15, 2010

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

Debtor's Counsel: Charles A. Johnson, Jr., Esq.
                  LAW OFFICES OF CHARLIE JOHNSON
                  5413 Meridian Ave N Ste A
                  Seattle, WA 98103-6138
                  Tel: (206) 632-8980
                  E-mail: charlie@johnsonlaw.com

Scheduled Assets: $1,467,828

Scheduled Debts: $631,458

A list of the Joint Debtors' 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb10-24944.pdf


JOHNS-MANVILLE: Bankr. Ct. Directs Travelers to Pay Settlement
--------------------------------------------------------------
Judge Burton R. Lifland directs The Travelers Indemnity Company
and Travelers Casualty and Surety Company to immediately fulfill
its payment obligations in accordance with the plain terms of the
settlements in the Johns-Manville Corporation bankruptcy case.

Travelers faced various state court actions seeking to hold
Travelers liable for alleged asbestos-related personal injuries
arising from (1) Travelers' underwriting of insurance policies for
Manville; (2) Travelers' investigation, defense and settlement of
claims against Manville; and (3) the knowledge that Travelers
gained in the course of its nearly three-decades-long insurance
relationship with Manville.

Certain of the Direct Actions were based on state consumer
statutes -- Statutory Direct Actions -- and others on common law
theories -- Common Law Direct Actions.  The Hawaii Direct Actions
are predicated on Hawaii consumer statutes, and are a subset of
the Statutory Direct Actions.  All were predicated on the same
underlying conduct: that Travelers acquired knowledge about the
dangers of asbestos from claims in the 1950s, recognized the
potential for future escalation of asbestos litigation and began
to influence Manville's purported failure to disclose knowledge
about asbestos hazards.

More than six years ago, the counsel to the Actions and Travelers
executed three settlement agreements to resolve actions brought by
victims against Travelers for asbestos-related personal injuries
arising from Travelers' relationship with Manville.  At that time,
Travelers represented to the Bankrutpcy Court that "[t]hese
settlements will collectively provide nearly a half billion
dollars to asbestos claimants at a time when new sources of
asbestos compensation are few and far between."  Travelers agreed
to pay at least $360 million to the statutory direct action
settlement fund, $15 million to the Hawaii direct action
settlement fund and $70 million to the common law direct action
settlement fund upon the satisfaction of specified conditions
precedent.

Chubb Indemnity Insurance Company -- a co-defendant with Travelers
in certain Common Law Direct Actions, and who stood to be enjoined
from bringing potential contribution and indemnity claims against
Travelers -- was one of those who objected to the Settlements.  To
preserve its ability to bring claims against Travelers, Chubb
joined the Objecting Plaintiffs in arguing that the Bankruptcy
Court lacked subject matter jurisdiction to enjoin non-derivative
claims against Travelers, a third party non-debtor in Manville's
bankruptcy proceedings.  Chubb additionally (and independently)
objected on due process grounds, contending that the Bankruptcy
Court lacked authority to enjoin it because despite being a major
informed institutional insurer that engaged in the mammoth
asbestos litigation, Chubb did not receive sufficiently adequate
constitutional notice of the 1986 Orders.

In July 2004, the Bankruptcy Court subsequently entered a single
order approving all three Settlements, and clarifying that the
1986 Orders barred pending Direct Actions and "[t]he commencement
or prosecution of all actions and proceedings against Travelers
that directly or indirectly are based upon, arise out of or relate
to Travelers['] insurance relationship with Manville or
Travelers['] knowledge or alleged knowledge concerning the hazards
of asbestos," including claims for contribution or
indemnification.  The Bakruptcy Court separately issued findings
of fact and conclusions of law detailing the basis for the 2004
Clarifying Order.

On appeal, the District Court affirmed the 2004 Clarifying Order
in all material respects, except with regard to the "gate-keeping"
provision.  In re Johns-Manville Corp. ("Manville I"), 340 B.R. 49
(S.D.N.Y. 2006).  The District Court relied largely on the Second
Circuit's prior decision in MacArthur Co. v. Johns-Manville Corp.,
837 F.2d 89 (2d Cir. 1988) to reject the various challenges
brought by the Objecting Plaintiffs. Notably, the District Court
found that the Second Circuit had already considered and rejected
an argument similar to Chubb's due process challenge in MacArthur
when it ruled that all "interested parties were provided with
notice and a hearing before the settlements were approved by the
Bankruptcy Court. The notice of proposed settlements issued by the
Bankruptcy Court met the requirements of due process."

In 2008, however, the Second Circuit reversed Manville I, holding
that the District Court lacked subject matter jurisdiction to
enjoin claims against Travelers "that were predicated, as a matter
of state law, on Travelers' own alleged misconduct and were
unrelated to Manville's insurance policy proceeds and the res of
the Manville estate." In re Johns-Manville Corp. ("Manville II"),
517 F.3d 52, 68 (2d Cir. 2008).  The claims, according to the
Second Circuit, could not have been barred by the 1986 Orders
because the Bankruptcy Court had neither the jurisdiction nor the
authority to enter a confirmation order that extended beyond the
"res" of the debtors' estates.  The Second Circuit arrived at this
conclusion without reaching Chubb's due process arguments.

Less than a year later, the United States Supreme Court granted
certiorari and reversed Manville II.  Finding that the Second
Circuit erred in revisiting the Bankruptcy Court's subject matter
jurisdiction of the 1986 Orders, the Supreme Court expressly held
that "the 1986 Orders became final on direct review over two
decades ago" and "whether the Bankruptcy Court had jurisdiction
and authority to enter the injunction in 1986 was not properly
before the Court of Appeals in 2008 and is not properly before
us."  The Supreme Court explained that the issue, instead, was
whether the Bankruptcy Court had properly interpreted the scope of
the 1986 Orders in its 2004 Clarifying Order.

Finding that the Bankruptcy Court had, the Supreme Court declared
that "the only question left is whether the Bankruptcy Court had
subject-matter jurisdiction to enter the [2004 Clarifying Order].
The answer here is easy: as the Second Circuit recognized . . .
the Bankruptcy Court plainly had jurisdiction to interpret and
enforce its own prior orders."

The Supreme Court in Bailey refrained from determining whether any
particular party was bound by the 1986 Orders.  Because Chubb
preserved its due process objection on appeal but since the Second
Circuit never reached it in Manville II, the Supreme Court
remanded for the Second Circuit to address whether due process
"absolves" Chubb from following the 1986 Orders, "whatever their
scope."

On March 22, 2010, the Second Circuit affirmed the District
Court's March 28, 2006 order as to the Objecting Plaintiffs, but
reversed it as to Chubb, finding that Chubb did not receive
constitutionally adequate notice of the 1986 Orders, and thus "it
would offend the Due Process Clause to enforce the 1986 Orders
against . . . Chubb."  As in Manville II, the Second Circuit
declined "to determine the prospective status of [the Settlements]
or to resolve arguments relating to technical objections and [the
Settlements]' overall fairness," and left "it to the parties, with
the aid of the bankruptcy court, to determine the status of their
settlements."

On August 18, 2010, Travelers filed a petition for a writ of
certiorari and a writ of mandamus before the United States Supreme
Court, both of which were recently denied on November 29, 2010.
Travelers Indem. Co. v. Chubb Indem. Co., 562 U.S. ___ (2010) (No.
10-244).

On September 2, and on September 3, 2010, the Statutory and Hawaii
Direct Action Settlement Counsel and the Common Law Settlement
Counsel filed separate Motions requesting that the Bankruptcy
Court compel Travelers to pay the settlement proceeds.  On
September 30, 2010, Travelers filed its opposition brief
requesting that the Court deny the Motions on the grounds that
pursuant to the terms of the Settlements, Travelers' payment
obligations are not due.

In his ruling, Judge Lifland says Travelers' payment obligations
have been due and owing since June 18, 2009.  Judge LIfland
directs the Parties to submit a briefing schedule to the
Bankruptcy Court regarding whether the beneficiaries of the
Settlements are entitled to interest on the settlement proceeds
and, if so, the amount due and owing.  Alternatively, the Parties
are to submit a consent order resolving the interest issue, with
or without the aid of a mediator.

A copy of Judge Lifland's Memorandum Decision dated December 16,
2010, is available at http://is.gd/j2Jacfrom Leagle.com.

The Statutory Settlement Counsel and Hawaii Settlement Counsel
are:

          Matthew Gluck, Esq.
          Kent A. Bronson, Esq.
          MILBERG LLP,
          One Pennsylvania Plaza, 48th Floor
          New York, NY 10119
          Telephone: (212) 594-5300
          Facsimile: (212) 868-1229

The Common Law Settlement Counsel are:

          Ronald Barliant, Esq.
          Danielle Wildern Juhle, Esq.
          GOLDBERG KOHN LTD
          55 East Monroe Street, Suite 3300
          Chicago, IL 60603
          Telephone: (312) 201-4000
          Facsimile: (312) 332-2196

Travelers is represented by:

          Barry R. Ostrager, Esq.
          Myer O. Sigal, Jr., Esq.
          Andrew T. Frankel, Esq.
          SIMPSON THACHER & BARTLETT LLP
          425 Lexington Avenue
          New York, NY 10017
          Telephone: (212) 455-2000
          Facsimile: (212) 455-2502

Johns-Manville Corp. was, by most sources, the largest
manufacturer of asbestos-containing products and the largest
supplier of raw asbestos in the United States from the 1920s until
the 1970s.  Manville sold raw asbestos to manufacturers of
asbestos-based products in 58 countries and distributed its own
asbestos-based products "across the entire spectrum of industries
and employment categories subject to asbestos exposure."

As a result of studies linking asbestos with respiratory disease,
Manville became the target of a growing number of products
liability lawsuits in the 1960s and 1970s.  Buckling under the
weight of its asbestos liability, Manville filed for Chapter 11
protection on August 26, 1982, before Judge Lifland.

To avoid the uncertainty of insurance litigation and to fund its
plan of reorganization, Manville sought to settle its insurance
claims.  Manville obtained in excess of $850,000,000 from
settlements with its insurers.  The U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Debtors' Second Amended and Restated Plan of Reorganization on
Dec. 22, 1986.


KAPWEST CORP: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Kapwest Corp.
        981 Father Capodanno Blvd.
        Staten Island, NY 10306

Bankruptcy Case No.: 10-51690

Chapter 11 Petition Date: December 15, 2010

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

Judge: Jerome Feller

Debtor's Counsel: Marc Scott Kallman, Esq.
                  MARC SCOTT KALLMAN PC
                  1101 Stewart Avenue, Suite 303
                  Garden City, NY 11530
                  Tel: (516) 222-2006
                  Fax: (516) 222-1080

Scheduled Assets: $600,000

Scheduled Debts: $1,900,000

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
745 Special Assets LLC    Mortgage loan          $1,900,000
25520 Commercecenter Dr.
Lake Forest, CA 92630

The petition was signed by Steven Kaplan, president.


KH FUNDING: Court Extends Filing of Schedules Until Dec. 30
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
extended, at the behest of KH Funding Company, the deadline for
the filing of schedules of assets and liabilities and statement of
financial affairs until December 30, 2010.

The Statement and Schedules were initially due to be filed with
the Court by December 17, 2010.  The Debtor said that while it is
working diligently to assemble the required information, it will
be unable to furnish the information to counsel for completion
within the 14 day period required by Bankruptcy Rule 1007(c).

Silver Spring, Maryland-based KH Funding Company filed for Chapter
11 bankruptcy protection on December 3, 2010 (Bankr. D. Md. Case
No. 10-37371).  Lawrence Coppel, Esq., who has an office in
Baltimore, Maryland, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.


LA VILLITA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: La Villita Motor Inns JV
        100 La Villita Street
        San Antonio, TX 78205

Bankruptcy Case No.: 10-54864

Chapter 11 Petition Date: December 17, 2010

Court: U.S. Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: Debra L. Innocenti, Esq.
                  OPPENHEIMER BLEND HARRISON & TATE
                  711 Navarro, Sixth Floor
                  San Antonio, TX 78205
                  Tel: (210) 224-2000
                  Fax: (210) 224-7540
                  E-mail: dinnocenti@obht.com

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

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

The petition was signed by Irfan Valla, director of operations.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
GSM-1991-C1                        --                   $6,052,000
c/o James G. Winstead
401Congress Avenue, Suite 2100
Austin, TX 78701

Outsourcing Inspirion              Wages                   $40,000
Inspirion Group
P.O. Box 2025
Tyler, TX 75710

Howard Johnson Franchise System    Services                $30,910
15013 Collection Center Drive
Chicago, IL 60693

City of San Antonio Hotel          City OCC Taxes          $18,602

State of Texas                     OCC Taxes               $12,382

Bobby Duran                        Services                 $7,000

Vizergy                            Services                 $6,823

Valla Investments, LLC             Services                 $4,167

Bexar County Tax Assessor -        Taxes                    $3,617
Collector

Essential Ammenities               Services                 $3,262

Gulf Coast Paper Co.               Services                 $2,318

State Comptroller of Public        Hotel Taxes              $2,196
Accounts

HEI Systems & Solutions LLC        Services                 $2,187

H & E Equipment Services           Services                 $2,116

Wortham Insurance                  Insurance                $1,532

Prime Services Uniforms            Products                 $1,493

Office Depot                       Products                 $1,455

HD Supply Facilities Maintenance   Services                 $1,248

Ecolab Center                      Services                 $1,200

Pages Printing                     Services                   $990


LEHMAN BROTHERS: Aussie Liquidators Want Revised PTCL Deal
----------------------------------------------------------
The liquidators of Lehman Brothers Australia Limited are pushing
for the revision of the settlement agreement between Lehman
Brothers Special Financing Inc. and Perpetual Trustee Company
Limited.

Earlier, LBSF filed a motion to approve the agreement it entered
into to settle its dispute with Perpetual Trustee in connection
with a series of notes issued under the so-called Dante program.

LB Australia is a holder of notes issued under the Dante program
that are not within the Mahogany Notes Series I or Mahogany Notes
Series II held by Perpetual Trustee.

Stephen Parbery and Neil Singleton, LB Australia's liquidators,
want the terms of the deal revised to clarify that noteholders
other than the holders of the Mahogany notes held by Perpetual
Trustee won't be affected by the deal.

"The liquidators only object to the motion to the extent that it
could be interpreted to bind the liquidators or preclude them
from bringing an action against the Debtors in connection with
the liquidators' holdings in certain notes issued under the Dante
program," said LB Australia's lawyer, James Sprayregen, Esq., at
Kirkland & Ellis LLP, in New York.

The motion also drew flak from Belmont Park Investments Pty Ltd.
and other noteholders.  They expressed concern that approval of
the settlement would preclude them from litigating the issues in
the lawsuit that LBSF filed against BNY Corporate Trustee
Services Limited.

To recall, the terms of the settlement agreement call for the
dismissal of the lawsuit, and an appeal by BNY to reconsider the
Court's order issued on July 19, 2010, in favor of LBSF.  The
case filed by Perpetual in London to seek payment from BNY
Corporate as well as the appeal filed by LBSF in connection with
the case will also be dismissed, according to the agreement.

"While the Belmont noteholders believe that BNY is acting in
different representative capacities and no preclusive effect on
them should attach, there remains the risk that BNY's support for
the settlement and dismissal of the pending appeal potentially
will subject the Belmont noteholders to the preclusive effect of
res judicata and collateral estoppel," Mr. Sprayregen said.

BNY said in a court filing that it does not oppose the proposed
settlement, pointing out that its approval won't affect the
rights or claims of the holders of any other notes issued under
the Dante program.

Robert Hershan, managing director of Alvarez and Marsal North
America LLC, said the settlement will allow LBSF to recover the
value of the transactions for its estate while avoiding the costs
and uncertainty associated with continuation of the pending
lawsuits.

In a related development, LBSF filed with the Court a copy of an
amendment to the Termination and Settlement Agreement entered
into on December 8, 2010, that makes minor modifications to the
agreement.  The document is available without charge at:

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

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Copy of Settlement With Heritage Fields
--------------------------------------------------------
Lehman Brothers Holdings Inc. and its units filed with the
Bankruptcy Court a copy of a settlement agreement they entered
into to recover their investment in the Heritage Fields project, a
3,723-acre masterplan development in California owned by Heritage
Fields El Toro LLC.

A full-text copy of the settlement agreement is available for
free at http://bankrupt.com/misc/LBHI_SettlementHeritage.pdf

Lehman Brothers is seeking approval of the Heritage Fields project
settlement.

The Heritage Fields project is a 3,723-acre masterplan
development in California owned by Heritage Fields El Toro LLC.

The proposed settlement requires LBHI to ink an agreement with El
Toro LLC, under which the latter will grant a $250 million
participation interest to the company, and a $197,470,189
participation interest to State Street Bank and Trust Company in
the $775 million loan that El Toro previously provided to
Heritage for the project.  Following the execution of the
agreement, LBHI will receive a discounted pay off in the sum of
$125 million and will be given an option for a cash flow
participation by Heritage.

Following completion of the transactions under the proposed
settlement, LBHI and LCPI will no longer have any interest in the
Heritage Fields project other than a cash-flow participation.
State Street Bank will also be the new lender to the project.

"Lehman's retention of its interest in the Heritage Fields
project could result in no recovery for the estate.  The Heritage
Fields project continues to have substantial costs associated
with it which need to be funded," says Alfredo Perez, Esq., at
Weil Gotshal & Manges LLP, in Houston, Texas.

"Entry into the settlement agreement and consummation of the
transactions will relieve LBHI from this funding burden," Mr.
Perez says in a court filing.

LBHI is still in the process of finalizing the form of the
settlement agreement and will file a copy of the agreement before
December 8, 2010, according to Mr. Perez.

The company previously sought court approval of a settlement with
Heritage to recover its investment in the project.  The proposed
settlement was eventually withdrawn after the parties involved
failed to finalize the deal.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBI Trustee Removal Period Extended to June
------------------------------------------------------------
The U.S. Bankruptcy Court has extended until June 11, 2011, the
period within which the trustee for Lehman Brothers Inc. may
remove actions pursuant to 28 U.S.C. Section 1452 of the United
States Code and Rules 9027 and 9006 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
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBI Trustee Wants to Compel UBS Payment
--------------------------------------------------------
James W. Giddens, as Trustee for the SIPA liquidation of Lehman
Brothers Inc., asks the Court to enforce the automatic stay
against UBS AG and compel payment of approximately $23 million,
plus interest, of excess collateral that is property of the LBI
estate.

The approximately $23 million represents collateral provided by
LBI to UBS to secure LBI's obligations to UBS under a 1992
International Swaps and Derivatives Association Master Agreement,
dated as of July 13, 2004, by and between LBI and UBS.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBI Trustee Wants Until May 9 to Decide on Leases
------------------------------------------------------------------
The trustee for Lehman Brothers Inc. asks the bankruptcy Court to
further extend the time within which he may assume, assign or
reject LBI's executory contracts and certain unexpired leases for
a period up to and including May 9, 2011.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LITTLE TOKYO: Gets Permission to Use Cash Collateral Until March 4
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved Little Tokyo Partners, L.P.'s stipulation with First-
Citizen's Bank & Trust Company and the Official Committee of
Unsecured Creditors to extend the Debtor's use of cash collateral
until March 4, 2011.

Neeta Menon, Esq., at Stutman, Treister & Glatt Professional
Corporation, the attorney for the Debtor, explained that the
Debtor needs to use cash that constitute certain parties'
collataral to fund its Chapter 11 case, pay suppliers and other
parties.

The entities with an interest in Cash Collateral are:

     (1) First-Citizens Bank & Trust Company (the Bank), as
         successor in interest to First Regional Bank.  The Bank
         is a beneficiary under: (i) that certain Promissory Note
         (Note 1), dated as of August 10, 2007, in the principal
         amount of $10,400,000, which it asserts is secured by a
         first priority lien on Weller Court (Weller Court), a
         mall located in the "Little Tokyo" area of Downtown Los
         Angeles.  As of the Petition Date, the outstanding
         principal amount due and owing under Note 1 was
         $10,400,000; (ii) that certain Promissory Note (the Note
         2), dated as of November 25, 2009, in the principal
         amount of $33,600,000, which it asserts is secured by a
         first priority lien on the Kyoto Grand Hotel and Gardens
         (the Hotel), also located in Little Tokyo.  As of the
         Petition Date, the outstanding principal amount due and
         owing under Note 2 was $33,580,415.83; and

     (2) Excell Investment Group, LLC.  On July 14, 2010, Excell
         funded a $300,000 loan to the Debtor, pursuant to a
         secured loan transaction, in order to fund the Chapter 11
         retainer payable to the Debtor's insolvency counsel.  The
         Excell loan is secured by a second priority deed of trust
         on the Hotel and Weller Court, which is subordinate to
         the Bank's first priority deed of trust on the Hotel and
         Weller Court.

The Debtor will use the collateral pursuant to a budget, a copy of
which is available for free at:

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

The Bank's and Excell's lien interests will be adequately
protected by: (1) the maintenance and preservation of the going
concern value of their respective collateral, as described and
discussed in section III-B-1 below; and (2) replacement liens in
any proceeds generated from the postpetition use of the
Properties.

Excell has informed the Debtor that it consents to the Debtor's
use of cash collateral.

The Court's order also provides that the Debtor is also authorized
to borrow $75,000, on an unsecured administrative priority basis,
from its limited partner to fund the Franchise Application Fee
payable to Hilton Worldwide, Inc.  The Committee also consents to
the incurrence of an unsecured administrative liability to the
Debtor's limited partner

                    About Little Tokyo Partners

Little Tokyo Partners, L.P. -- fka New Otani Hotel; aka Kyoto
Grand Hotel & Gardens; aka Little Tokyo Partners - Weller Court;
aka Weller Court; aka Littlte Tokyo Partners - Kyoto Grand Hotel &
Gardens -- a Delaware limited partnership, is a startup company
that owns the Hotel and Weller Court in the "Little Tokyo"3 area
of Downtown Los Angeles.  Built in 1977, the Hotel is the
centerpiece building and the only large, full-service hotel in
Little Tokyo.  The 21-story hotel was purchased by the Debtor in
2007 and features 434 guest rooms, meeting rooms and a hotel
restaurant.

The Company filed for Chapter 11 bankruptcy protection on July 15,
2010 (Bankr. C.D. Calif. Case No. 10-39113).  Neeta Menon, Esq.,
who has an office in Los Angeles, California, represents the
Debtor.  The Company estimated assets and debts at $10 million to
$50 million.


LOCAL INSIGHT: Names Zipper's J. Sakys as Interim Controller & CAO
------------------------------------------------------------------
On December 9, 2010, Local Insight Media Holdings Inc. and Zipper
Solutions LLC entered into an Amended and Restated Consulting
Agreement pursuant to which John Sakys, the President of Zipper,
will serve as the Interim Controller and Chief Accounting Officer
of LIMH and its subsidiaries, including the Company, effective
December 17, 2010.

Under the Agreement, Mr. Sakys will report to LIMH's Interim Chief
Financial Officer.  He is required to devote substantially all his
working time and efforts to the business and affairs of LIMH and
its subsidiaries.

Unless earlier terminated, the term of the Agreement will expire
on December 31, 2011. Either party may terminate the Agreement on
30 days' prior written notice to the other party.  LIMH has agreed
to file a motion with the United States Bankruptcy Court for the
District of Delaware seeking its approval of the Agreement.  If
the Motion is denied, the Agreement will immediately terminate and
be of no further force or effect.  In such event, Zipper will be
entitled to payment for all services performed through the date of
such termination.

Under the Agreement, LIMH will compensate Zipper at the rate of
$135 per hour of services rendered. In addition, LIMH will pay
Zipper an amount equal to $5,000 by December 24, 2010.  Further,
in the event LIMH terminates the Agreement for convenience prior
to December 31, 2011, then LIMH will, no later than 15 days
following the effective date of such termination, pay Zipper an
amount equal to $45,000.  In the event Zipper completes the entire
term of the Agreement through December 31, 2011, then LIMH will,
no later than January 15, 2012, pay Consultant an amount equal to
$45,000.

As a non-employee of LIMH, Mr. Sakys is not eligible to
participate in any of LIMH's benefit plans.

                 About Local Insight Media Holdings

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  It filed for Chapter 11 bankruptcy protection on
November 17, 2010, (Bankr. D. Del. Case No. 10-13677).

Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del.
Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr.
D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D.
Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case
No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No. 10-
13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del. Case
No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No. 10-
13678), Local Insight Listing Management, Inc. (Bankr. D. Del.
Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D.
Del. Case No. 10-13725), Regatta Investor Holdings II, Inc.
(Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr.
D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D.
Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del.
Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case
No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No.
10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No. 10-
13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No. 10-
13745) filed separate Chapter 11 petitions.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Debtors in
their restructuring efforts.  Curtis A. Hehn, Esq., Laura Davis
Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl &
Jones LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  In its latest Form 10-Q with the Securities and
Exchange Commission, Local Insight Regatta reported consolidated
assets of $796,270,000 against consolidated debts of $669,612,000
as of September 30, 2010.


LOEHMANN'S INC: Wins Nod for $25 Million Rights Offering
--------------------------------------------------------
As widely reported, Judge Robert E. Gerber of the U.S. Bankruptcy
Court in Manhattan approved an investment agreement, paving the
way for Loehmann's Holdings Inc. to launch a $25 million rights
offering that partly finances its reorganization plan.

Dow Jones' Small Cap reports Judge Gerber approved the investment
agreement Loehmann's struck with current owner Istithmar World and
senior-secured noteholder Whippoorwill Associates Inc.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
relates that the Dec. 15 order by U.S. Bankruptcy Judge Robert E.
Gerber in Manhattan gives Loehmann's the right to terminate the
agreement if it turns out that further pursuit of the underlying
Chapter 11 plan "would constitute a breach of its fiduciary
duties."

Whippoorwill owns 70 percent of the secured notes.  Istithmar, an
investment firm owned by the government of Dubai, is to provide 64
percent of the $25 million to purchase new convertible preferred
stock.

A hearing for approval of the disclosure statement is scheduled
for Jan. 5.  If the plan isn't working, a loan agreement requires
filing a motion by Jan. 14 to sell the business.  The loan
requires the plan to be confirmed and implemented by Feb. 18.

                     About Loehmann's Holdings

Bronx, New York-based Loehmann's Holdings, Inc., is a discount
retailer with more than 60 stores.  The Bronx, New York-based
company is owned indirectly by Istithmar PJSC, an investment firm
owned by the government of Dubai.

Loehmann's filed for Chapter 11 bankruptcy protection on
November 15, 2010 (Bankr. S.D.N.Y. Case No. 10-16077).  It
estimated its assets and debts at $100 million to $500 million.

Affiliates Loehmann's Inc. (Bankr. S.D.N.Y. Case No. 10-16078),
Loehmann's Operating Co. (Bankr. S.D.N.Y. Case No. 10-16079),
Loehmann's Real Estate Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16080), and Loehmann's Capital Corp. (Bankr. S.D.N.Y. Case No.
10-16081) filed separate Chapter 11 petitions.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, assist the
Debtors in their restructuring efforts.

Perella Weinberg Partners LP is the Debtors' investment banker and
financial advisor.  Clear Thinking Group LLC is the Debtors'
restructuring adviser.  Troutman Sanders LLP is the Debtor's
special corporate counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims and notice agent.


LOUIS PEARLMAN: Court Says Bank Fraud Wasn't a Ponzi Scheme
-----------------------------------------------------------
WestLaw reports that an alleged bank fraud scheme, in which a
corporate debtor and its debtor-principal purportedly obtained
loans from banks by falsifying due diligence materials, was not a
"Ponzi scheme," since the bank loans were not investments and the
lender was not an investor.  Therefore, the Chapter 11 trustee
could not rely solely on the alleged existence of the bank fraud
scheme to trigger the Ponzi scheme presumption of fraudulent
intent in support of his actual fraudulent transfer claims against
the lender.  Material issues of fact existed, moreover, as to
whether the challenged transfers were made in furtherance of
either of the two Ponzi schemes that were allegedly being operated
by the debtors, precluding partial summary judgment for the
trustee on the issue of whether the Ponzi scheme presumption
applied.  In re Pearlman, --- B.R. ----, 2010 WL 4977126, slip op.
http://pacer.flmb.uscourts.gov/pdf-new/49599500.pdf(Bankr. M.D.
Fla.) (Jennemann, J.).

This published decision is the basis for the Honorable Karen S.
Jennemann's ruling rejecting the motion to dismiss Kapila, et al.
v. Integra Bank, N.A., Adv. Pro. No. 09-00715, http://is.gd/iMBNV
(Bankr. M.D. Fla.), covered in the Dec. 16, 2010, edition of the
Troubled Company Reporter.

                      About Louis Pearlman

Louis J. Pearlman started Trans Continental Records which managed
boy bands such as the Backstreet Boys, 'N Sync, O-Town, Lyte Funky
Ones (LFO), Take 5, Natural and US5.  Other artists on the Trans
Continental's label included Aaron Carter, Jordan Knight, C Note,
and Smilez & Southstar.

On March 1, 2007, creditors Tatonka Capital Corporation, First
National Bank & Trust Co. of Williston, and American Bank of St.
Paul, and Integra Bank filed an involuntary chapter 11 petition
against Mr. Pearlman and his company, Trans Continental Airlines,
Inc. (Bankr. M.D. Fla. Case Nos. 07-00761 and 07-00762).  The
creditors disclosed an aggregate of more than $40 million in
claims.

Fletcher Peacock, Esq., served as Mr. Pearlman's legal counsel.

Tatonka Capital is represented by Derek F. Meek, Esq., and Robert
B. Rubin, Esq., at Burr & Forman LLP, and Richard B Webber, II,
Esq., Zimmerman Kiser & Sutcliffe PA.  First national Bank is
represented by Raymond V. Miller, Esq., at Gunster Yoakley &
Stewart PA, and Richard P. Olson, Esq., at Olson & Burns PC.
American Bank of St. Paul is represented by William P. Wassweiler,
Esq., at Rider Bennett LLP.  Integra bank is represented by
Lawrence E. Rifken, Esq., at McGuire Woods LLP.

Soneet R. Kapila, the Chapter 11 trustee appointed to oversee Mr.
Pearlman's estate, is represented by Denise D. Dell-Powell, Esq.,
and Jill E. Kelso, Esq., at Akerman Senterfitt, and Gregory M.
Garno, Esq., and Paul J. Battista, Esq., at Genovese Joblove &
Battista PA.

The Official Committee of Unsecured Creditors of Trans Continental
is represented by Robert J. Feinstein, Esq. at Pachulski Stang
Ziehl & Jones LLP.


METRO-GOLDWYN-MAYER: Debt Trades at 56% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 44.44
cents-on-the-dollar during the week ended Friday, December 17,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.60 percentage points from the previous week, The Journal
relates.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank loan matures on April 8, 2012, and
is not rated by Moody's Standard & Poor's.  The loan is one of the
biggest gainers and losers among 193 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.
   
   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: Moelis Approved as Financial Advisor
---------------------------------------------------------
Metro-Goldwyn-Mayer Studios Inc. and its units seek the Bankruptcy
Court's authority to employ Moelis & Company LLC as their
financial advisor, nunc pro tunc to the Petition Date.

The Debtors inform the Court that they have selected Moelis as
their financial advisor based on, among other things, (a) their
need to retain a financial advisory firm to provide advice
with respect to their restructuring activities, and (b) Moelis'
extensive experience and excellent reputation in providing
financial advisory and investment banking services in complex
Chapter 11 cases.

Before the Petition Date, notes the Debtors, they engaged Moelis
to provide general investment banking and financial advice in
connection with their attempts to complete a strategic
restructuring, reorganization or recapitalization of all or a
significant portion of their outstanding indebtedness, as well as
to prepare for the potential commencement of Chapter 11 cases.
Accordingly, Moelis has developed significant expertise regarding
the Company that will assist it in its provision of effective and
efficient services during these Chapter 11 cases, the Debtors
point out.

As financial advisor, Moelis' services may include these
financial advisory and investment banking services:

  (a) undertaking, in consultation with members of management of
      the Company, a customary business and financial analysis
      of the Company, including to the extent requested by the
      Company or its counsel in connection with any Bankruptcy
      Case, rendering expert testimony with respect to Moelis'
      analysis to assist the Company in fulfilling the
      requirements of the U.S. Bankruptcy Code;

  (b) to the extent Moelis deems necessary, appropriate and
      feasible, or as the Company or its counsel may request,
      reviewing and analyzing the Company's assets and its
      operating and financial strategies;

  (c) reviewing and analyzing the business plans and financial
      projections prepared by the Company including, but not
      limited to, testing assumptions and comparing those
      assumptions to historical Company and industry trends;

  (d) evaluating the Company's debt capacity and assisting in
      the determination of an appropriate capital structure for
      the Company;

  (e) advising and assisting counsel to the Company in the
      course of its preparation for and negotiation of any
      Restructuring Transaction and participating in the
      negotiations, as requested;

  (f) advising the Company and its counsel on the risks and
      benefits of considering, initiating and consummating any
      Restructuring Transaction;

  (g) determining values or ranges of values for the
      Company and any securities that the Company offers or
      Proposes to offer in connection with a Restructuring
      Transaction; and

  (h) being available at the Company's request to meet with its
      management, board of directors, creditor groups,
      equityholders, any official committees appointed in a
      Bankruptcy Case, or other parties to discuss any
      Restructuring.

Upon either the consummation of a restructuring transaction or a
sale, as those terms are defined in the parties' engagement
letter, the Debtors will pay Moelis a cash fee equal to
$9,500,000.  The Debtors will pay the Transaction Fee immediately
upon the consummation of a Restructuring Transaction or a Sale;
provided that, in no event will the Debtors be obligated to pay
more than one Transaction Fee.

Moelis will also be reimbursed for all reasonable expenses
incurred in connection with the Engagement, including the
reasonable fees, disbursements and other charges of
Moelis' legal counsel in an amount not to exceed $25,000,
provided that Moelis will notify the Debtors promptly if the
reimbursable expenses exceed $175,000, and will obtain the
Debtors' prior written consent, if reimbursable expenses are to
exceed $250,000.

The Debtors intend for Moelis to receive payment of its fees on a
fixed rate basis, contingent upon the occurrence of a
transaction, which is customary in the investment banking
industry.

Before the Petition Date, the Debtors paid Moelis approximately
$1,000,000 for fees and approximately $181,994 in expenses billed
through October 31, 2010, for Moelis' representation of the
Debtors pursuant to the terms of the Engagement Letter.  As of
the Petition Date, Moelis holds a prepetition claim against the
Debtors for services rendered, contingent upon the occurrence of
a Restructuring Transaction, but will waive the claim upon
approval of it's current proposed employment, the Debtors
explain.

To the extent that Moelis is holding funds from the Debtors in
excess of fees earned and reimbursements due as of the Petition
Date, Moelis will hold the excess funds as a retainer to be
applied against postpetition fees and expenses due from the
Debtors to Moelis, subject to compliance with applicable fee
motion requirements.

The Debtors also agree to indemnify and hold Moelis harmless from
and against any losses, claims, liabilities, damages, and
expenses incurred to or by any person in connection with the
services provided to the Debtors, except for any losses,
claims, damages or liabilities that are finally determined by a
court or arbitral tribunal to have resulted primarily from
Moelis' bad faith, willful misconduct, or gross negligence.

Robert J. Flachs, a managing director at Moelis, assures the
Court that his firm does not (a) hold or represent an interest
adverse to the Debtors' estates or (b) have any connection to the
Debtors, their creditors or other relevant parties.

                 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: Reed Smith Serves as Counsel for German Unit
-----------------------------------------------------------------
Amy Tonti, Esq., a partner at Reed Smith LLP, in Munich, Germany,
filed a statement with the Court, disclosing that the firm agreed
to provide regulatory and contractual services to the German
channel of MGM Networks (Deutschland) GmbH.

The firm also agreed to continue providing services, including
media-related advice, to certain Debtors, Ms. Tonti disclosed.

Reed Smith, a Munich-based law firm, has been providing media-
related advice to the Debtors with respect to the German channel
of MGM Germany since 2009.

The firm is currently owed as much as EUR10,787 for the services
it rendered to the Debtors since the commencement of their
Chapter 11 cases, according to Ms. Tonti.

Reed Smith's current customary rates are EUR400 for partners and
EUR320 for associates.

Ms. Tonti assured the Court that the firm neither holds nor
represents any interest adverse to the Debtors and their estates
in matters to which the firm is to be engaged.

                 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.


MICHAEL BROSNAN: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Michael Brosnan
               Elizabeth Brosnan
               1390 Hillcrest Boulevard
               Millbrae, CA 94030

Bankruptcy Case No.: 10-34899

Chapter 11 Petition Date: December 14, 2010

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

Judge: Dennis Montali

Debtor's Counsel: Iain A. Macdonald, Esq.
                  MACDONALD AND ASSOCIATES
                  221 Sansome St. Third Floor
                  San Francisco, CA 94104
                  Tel: (415) 362-0449
                  E-mail: iain@macdonaldlawsf.com

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

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/canb10-34899.pdf


MOMENTIVE SPECIALTY: New KG to Guarantee Foreign Secured Debt
-------------------------------------------------------------
On December 15, 2010, Momentive SC GmbH & Co. KG ("New KG")
entered into a supplement to the foreign guarantee agreement that
secures the Senior Secured Credit Facilities of Momentive
Specialty Chemicals Inc.  Pursuant to the supplement, New KG
agreed to guarantee all foreign obligations under the Senior
Secured Credit Facilities.

In addition, New KG granted a lien over its assets to secure such
obligations under local law collateral agreements.  New KG is
organized in Germany and is owned by Momentive Specialty Chemicals
Europe B.V., as 100% limited partner, and Hexion Specialty
Chemicals Holding Germany GmbH, as 0% general partner.

                     About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

The Company's balance sheet at Sept. 30, 2010, showed
$3.22 billion in total assets, $5.20 billion in total liabilities,
and a stockholders' deficit of $1.99 billion.

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.


MULTI-PLASTICS INC: Section 341(a) Meeting Scheduled for Jan. 12
----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Multi-
plastics Inc's creditors on January 12, 2010, at 11:00 a.m.  The
meeting will be held at Ochoa Building, 500 Tanca Street , First
Floor, San Juan, PR 00901.

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.

Saint Just, Puerto Rico-based Multi-Plastics, Inc., filed for
Chapter 11 bankruptcy protection on December 8, 2010 (Bankr. D.
P.R. Case No. 10-11493).  Wallace Vazquez Sanabria, Esq., who has
an office in San Juan, Puerto Rico, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$1 million to $100 million.


NADOWESSIOUX PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Nadowessioux Properties, Ltd.
        764 Kuhlman Road
        Houston, TX 77024

Bankruptcy Case No.: 10-41418

Chapter 11 Petition Date: December 15, 2010

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

Judge: Karen K. Brown

Debtor's Counsel: Edward L. Rothberg, Esq.
                  HOOVER SLOVACEK, LLP
                  5847 San Felipe, Suite 2200
                  Houston, TX 77057
                  Tel: (713) 977-8686
                  Fax: (713) 977-5395
                  E-mail: rothberg@hooverslovacek.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 Charles M. Haden, Jr., manager.


NAVISTAR INT'L: Panel OKs 2011 Incentive Plan Criteria
------------------------------------------------------
On December 14, 2010, the Compensation Committee of the Board of
Directors of Navistar International Corporation approved the
Annual Incentive Plan Criteria for fiscal year 2011 for certain
employees, including its principal executive officer, principal
financial officer and other named executive officers.

On December 13, 2010, the Nominating and Governance Committee
recommended, and on December 14, 2010 the Board approved, the
fiscal year 2011 non-employee director stock option grants.  On
December 14, 2010, the Compensation Committee and the Board also
approved the fiscal year 2011 long-term incentive equity grant
awards to certain employees, including its principal executive
officer, principal financial officer and other named executive
officers.

The 2011 Annual Incentive Awards, the Non-Employee Director Stock
Option Grants and the 2011 Long-Term Incentive Equity Grants will
be awarded under, and are subject to the terms and conditions of,
the Corporation's 2004 Performance Incentive Plan, as amended and
restated as of April 19, 2010.

A full-text copy of the Amended and Restated By-Laws of Navistar
International Corporation effective December 14, 2010, is
available for free at:

               http://ResearchArchives.com/t/s?7123

A full-text copy of the Fiscal Year 2011 Annual Incentive Awards
Plan Criteria is available for free at:

               http://ResearchArchives.com/t/s?7124

A full-text copy of the 2011 Long-Term Equity Grants is available
for free at:

               http://ResearchArchives.com/t/s?7125

A full-text copy of the Form of Cash Settled Performance-Based
Stock Unit Award Notice and Agreement is available for free at:

               http://ResearchArchives.com/t/s?7126

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at July 31, 2010, showed $9.41 billion
in assets and $10.46 billion in liabilities.  As of July 31, 2010,
Navistar had approximately $1.7 billion in debt at its
manufacturing operations, including about $1 billion in senior
unsecured debt.

Navistar has a BB-/Stable/-- corporate credit rating from Standard
& Poor's and a 'B1' Corporate Family Rating and Probability of
Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NELS ANDERSON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Nels Harold Anderson
          dba Circle S Storage
          dba Sussex Storage
        P.O. Box 305
        Tinnie, NM 88351

Bankruptcy Case No.: 10-16170

Chapter 11 Petition Date: December 15, 2010

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: George M. Moore, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  P.O. Box 7459
                  Albuquerque, NM 87194
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836
                  E-mail: mbglaw@swcp.com

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

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

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nmb10-16170.pdf


NEOMEDIA TECHNOLOGIES: Acquires US Patent Rights from BP GBL
------------------------------------------------------------
On December 14 2010, NeoMedia Technologies, Inc., entered into a
Confidential Settlement Agreement to acquire certain rights
pertaining to its United States Patents 6,430,554; 6,651,053;
6,675,165 and 6,766,363 from BP GBL Section 3.4, LLC, and to
settle all litigation between the Company and Rothschild Trust
Holdings, LLC, in exchange for restricted shares of the Company's
$0.001 par value common stock.  The Company anticipates that the
issuance of such shares is exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended.

The Loyaltypoint Rights included the right to receive 10% of the
Company's revenues from the Loyaltypoint Patents, and certain
internal use rights related to the Loyaltpoint Patents.  The
Company now owns all rights to the Loyaltypoint patents.

In connection with the transaction, BP, RTH and Leigh M.
Rothschild executed an assignment of all their interests in the
Loyaltypoint Rights to the Company, which the Company will file
with the United States Patent & Trademark Office.  In addition,
RTH and the Company agreed to file a joint dismissal of their
pending litigation.  Furthermore, BP, RTH and Leigh M. Rothschild
granted to the Company and the Company granted to BP, RTH and
Leigh M. Rothschild, mutual releases from past, present and future
claims, and entered into covenants not to sue, with respect to the
Loyaltypoint Rights and Loyaltypoint Patents.

As reported in the Troubled Company Reporter on April 1, 2010,
Kingery & Crous, P.A., in Tampa, Fla., 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 suffered recurring losses from
operations and has ongoing requirements for additional capital
investment.

                   About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

The Company's balance sheet at September 30, 2010, showed
$9.04 million in total assets, $83.31 million in total
liabilities, $8.37 million in Series C convertible preferred
stock, $2.50 million in Series D convertible preferred stock, and
a stockholders' deficit of $85.14 million.

At September 30, 2010, the Company has an accumulated deficit of
$237.99 million.  The Company also has a working capital deficit
of $82.05 million, of which of which $68.51 million is related to
the Company's financing instruments, including $30.71 million
related to the fair value of warrants and those debentures that
are recorded as hybrid financial instruments, and $37.80 million
related to the amortized cost carrying value of certain of the
Company's debentures and the fair value of the associated
derivative liabilities.

As reported in the Troubled Company Reporter on April 1, 2010,
Kingery & Crous, P.A., in Tampa, Fla., 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 suffered recurring losses from
operations and has ongoing requirements for additional capital
investment.


NEW ORIENTAL: NASDAQ Grants Request to Remain Listed
----------------------------------------------------
New Oriental Energy & Chemical Corp. has received a letter of
determination from The NASDAQ Stock Market granting the Company's
request to remain listed on NASDAQ, subject to monitoring by the
Hearings Panel until December 15, 2011 to ensure the Company
remains in continued compliance with the shareholders' equity rule
and all other listing requirements.  Additional details on the
determination are available in the 8-K being filed Thursday by the
Company with the Securities and Exchange Commission.

Mr. Chen Si Qiang, President and CEO of the Company, stated, "We
are extremely pleased with this decision.  Be assured we will make
every effort to remain in compliance, so our shareholders continue
to have the benefits associated with shares that are listed on The
NASDAQ Stock Market."

As previously disclosed on July 9, 2010, the Company received
notification from NASDAQ that the Company's stockholders' equity
of $1,225,480, as reported in the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 2010, did not comply with
the minimum stockholders' equity requirement of $2,500,000 for
continued listing on The NASDAQ Capital Market pursuant to NASDAQ
Listing Rule 5550(b)(1).  On August 27, 2010, as provided in the
NASDAQ Listing Rules, the Company submitted to NASDAQ a plan and
timeline to achieve and sustain compliance.

As previously disclosed on September 16, 2010, the Company
received a determination letter stating that NASDAQ had denied the
Company's request for continued listing on The NASDAQ Capital
Market.  The determination letter stated that the Company could
appeal the delisting determination by requesting a hearing and
presenting its plan of compliance at such hearing.

The Company appealed the delisting determination and subsequently
presented its plan of compliance at a hearing with NASDAQ.
Following the hearing, the Company provided additional information
at the request of NASDAQ in support of its plan of compliance.

On December 14, 2010, the Company received a determination letter
stating that NASDAQ has granted the Company's request to remain
listed on The NASDAQ Capital Market.  NASDAQ also invoked its
authority under Listing Rule 5815(d)(4)(A) to impose a Hearings
Panel Monitor to monitor the Company's continued compliance with
the stockholders' equity rule through December 15, 2011.

                        About New Oriental

New Oriental Energy & Chemical Corp. (NASDAQ: NOEC)
-- http://www.neworientalenergy.com/-- was incorporated in the
State of Delaware on November 15, 2004.  The Company is an
emerging coal-based alternative fuels and specialty chemical
manufacturer based in Henan Province, in the Peoples'
Republic of China.  The Company's core products are urea and other
coal-based chemicals primarily utilized as fertilizers.  All of
the Company's sales are made through a network of distribution
partners in the Peoples' Republic of China.

As reported in the Troubled Company Reporter on July 2, 2010,
Weinberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its results for the fiscal year ended
March 31, 2010.  The independent auditors noted that the Company
incurred a net loss of $12.8 million and has negative cash flows
from operations of $7.5 million for the year ended March 31, 2010,
and has a working capital deficit of $44.1 million at March 31,
2010.


NORTHWESTERN STONE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Northwestern Stone, LLC
        4373 Pleasant View Road
        Middleton, WI 53562

Bankruptcy Case No.: 10-19137

Chapter 11 Petition Date: December 16, 2010

Court: U.S. Bankruptcy Court
       Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtor's Counsel: Timothy J. Peyton, Esq.
                  634 West Main Street, Suite 202
                  Madison, WI 53703
                  Tel: (608) 257-5424
                  E-mail: tim@keplerpeyton.com

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

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

The petition was signed by Richard C. Bakken, managing member.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Welton Enterprises, Inc.           --                     $428,166
702 North Blackhawk Avenue, #109
Madison, WI 53705

Ahlgrim Explosives Company, Inc.   --                     $333,123
1829 East Ravenswood Court
Appleton, WI 54913-6626

Madison Truck Sales                --                     $165,000
P.O. Box 8130
Madison, WI 53708

Viking Explosives & Supply, Inc.   --                     $115,530

Middleton Cooperative              --                     $111,551

Michael Bakken                     --                     $104,324

Internal Revenue Service           --                      $88,828

Wisconsin Department of Revenue    --                      $32,127

Marlin Leasing                     --                      $26,822

Patten Industries, Inc.            --                      $25,367

Landmark Services Cooperative      --                      $25,183

Sam's Well Drilling, Inc.          --                      $24,177

WK Stone Co., Inc.                 --                      $23,385

Springfield Welding & Mfg. Co.,    --                      $16,517
Inc.

Pomp's Tire Service, Inc.          --                      $15,680

Brooks Tractor, Inc.               --                      $14,737

Murphy Insurance Group             --                      $14,733

Lincoln Contractors Supply, Inc.   --                      $14,015

RB Scott Company, Inc.             --                      $10,393

Axley Brynelson, LLP               --                       $5,559


NYC OFF-TRACK: Few Potential Rescue Plans Floating Around
---------------------------------------------------------
The Associated Press reports a few potential rescue plans for New
York City Off-Track Betting Corp. were floating around Albany
after the state Senate failed to approve a plan a week ago.  The
AP says OTB Chairman Lawrence Schwartz scoffed at the chances of
last-minute rescues including one proposed by Senate Republicans
Tuesday.  He's deeply skeptical legislators will put aside
partisanship even to save hundreds of OTB jobs.

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.


N.L.C. UNITRUST: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: N.L.C. Unitrust Partners
        27 Feather Way
        Sedona, AZ 86336

Bankruptcy Case No.: 10-14074

Chapter 11 Petition Date: December 15, 2010

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: Jeffrey S. Cianciulli, Esq.
                  WEIR & PARTNERS LLP
                  824 Market Street Mall, Suite 1001
                  P.O. Box 708
                  Wilmington, DE 19899
                  Tel: (302) 652-8181
                  Fax: (302) 652-8909

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

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

The petition was signed by Nancy Linn Connor, managing partner.

Debtor's List of two Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Liberty Ventures II, L.P.          --                   $3,000,000
c/o Kathleen M. Shay, Esquire
Duane Morris LLP
30 South 17th Street
Philadelphia, PA 19103

Grant Thornton                     --                      unknown
2001 Market Street, No. 31
Philadelphia, PA 19103


OSI RESTAURANT: Bank Debt Trades at 6% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
94.44 cents-on-the-dollar during the week ended Friday, December
17, 2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.53 percentage points from the previous week, The Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 9, 2014, and
carries Moody's B3 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among 193 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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

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


OTC HOLDINGS: Wins Confirmation of Reorganization Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Oriental Trading Co. had the bankruptcy judge in
Delaware approve the reorganization at a confirmation hearing
December 16 after first- and second-lien lenders reached
settlement on the Chapter 11 plan.  The plan gives the new stock,
plus cash or a new $200 million second-lien note, to senior
lenders owed $403 million.

                   About OTC Holdings Corporation

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

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

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


PALAZZO SPLENDORE: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Palazzo Splendore, LLC
        150 N. Santa Anita Avenue, #800
        Arcadia, CA 91006

Bankruptcy Case No.: 10-63556

Chapter 11 Petition Date: December 15, 2010

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

Judge: Peter Carroll

Debtor's Counsel: Michael Y. Lo, Esq.
                  LAW OFFICE OF MICHAEL Y. LO
                  506 N Garfield Avenue, #280
                  Alhambra, CA 91801
                  Tel: (626) 289-8838
                  E-mail: michaellolaw@yahoo.com

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

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

The petition was signed by Su Chia Shih Ku, manager.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
East West Bank                     17582 Arrow Blvd.    $1,000,001
135 N. Los Robles, #600            Fontana, CA 92335
Pasadena, CA 91101


PARK AVENUE GARAGE: 2nd Cir. Affirms Lease Rejection Ruling
-----------------------------------------------------------
390 Park Avenue Associates, LLC, appeals from a December 23, 2009
judgment of the United States District Court for the Southern
District of New York (Berman J.), which affirmed two orders, dated
June 1, 2009 and June 18, 2009, of the Bankruptcy Court for the
Southern District of New York (Drain, J.).  The June 1, 2009
order, as clarified by the June 18, 2009 order, authorized Park
Avenue Garage, LLC, to assume an unexpired non-residential lease
and imposed certain additional obligations upon Debtor.

The U.S. Court of Appeals for the Second Circuit affirms the lower
courts' rulings.  A three-manel panel, consisting of Circuit
Judges Wilfred Feinberg, Barrington D. Parker, and Richard C.
Wesley, holds that the bankruptcy court did not err in authorizing
the Debtor to assume the lease pursuant to Section 365(a) of the
Bankruptcy Code.  The bankruptcy court's conclusion that
assumption of the lease, in light of the totality of the
circumstances, would benefit the Debtor represents a valid
exercise of the court's "business judgment."

A copy of the Second Circuit's December 14, 2010 order is
available at http://is.gd/iPCFtfrom Leagle.com.

Ralph Berman, Esq. -- rberman@ebglaw.com -- and Adrian Zuckerman,
Esq. -- azuckerman@ebglaw.com -- at Epstein, Becker & Green, P.C.,
in New York, represent 360 Park Avenue.

Robert R. Leinwand, Esq. -- rrl@robinsonbrog.com -- at Robinson,
Brog, Leinwand, Greene, Genovese & Gluck P.C., in New York,
represents the Debtor.

New York-based Park Avenue Garage, LLC, filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 08-14354) on November 3,
2008.  Judge Robert D. Drain presided over the case.


PENINSULA GAMING: S&P Puts 'B+' Rating on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating for Dubuque, Iowa-based gaming operator Peninsula
Gaming LLC, along with all related issue-level ratings, on
CreditWatch with negative implications.

"The CreditWatch listing follows the company's announcement that
it was awarded a license to develop and operate a casino in south-
central Kansas," said Standard & Poor's credit analyst Ariel
Silverberg.  "It reflects S&P's expectation that the additional
financing required for the development will result in a meaningful
weakening of Peninsula's credit measures, at least until the new
property is fully operational."

The proposed casino, which is expected to cost a total of $260
million (including the third-party operated hotel), will be
developed in two phases.  At the completion of the first phase,
the casino is expected to have approximately 1,500 slot machines,
with an additional 500 added during the second phase.

The CreditWatch listing also reflects some uncertainty around the
financing plans and S&P's need to assess the cash flow prospects
for the project before reaching a rating conclusion.  Based on
S&P's preliminary analysis, S&P expects that during the build-out
of the new casino, and before it will contribute to EBITDA,
leverage will spike to at least the mid 7.0x area, and interest
coverage will weaken to below 1.5x.  This incorporates S&P's
expectation for essentially flat year-over-year revenue and EBITDA
in 2011 from Peninsula's existing properties.

As of Sept. 30, 2010, adjusted leverage and interest coverage were
5.8x and 1.6x, respectively, which were both already somewhat weak
for the current rating.  In the nine months ended Sept. 30, 2010,
revenue and EBITDA (pro forma for the incorporation of Amelia
Belle, which was acquired Oct. 22, 2009) declined 5% and 6%,
respectively.  This was primarily due to weakness at the
Evangeline Downs property, and initial weakness at the Amelia
Belle property, which underwent a renovation that was completed in
the first quarter of 2010.

In resolving S&P's CreditWatch listing, S&P expects to meet with
management in the coming months to discuss the financing plans and
strategy for the property.  S&P will subsequently assess the cash
flow prospects and determine the rating implications.  A rating
downgrade is not a foregone conclusion.  However, if a downgrade
is the ultimate conclusion of S&P's review, it will likely be
limited to one notch (to 'B').


P.M.C. VENTURES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: P.M.C. Ventures, L.L.C.
        17801 North Black Canyon Highway
        Phoenix, AZ 85023

Bankruptcy Case No.: 10-39988

Chapter 11 Petition Date: December 15, 2010

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Donald W. Powell, Esq.
                  CARMICHAEL & POWELL, P.C.
                  7301 N. 16th Street, #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  E-mail: d.powell@cplawfirm.com

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

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

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

The petition was signed by Lawrie Porter, managing member.


POINT BLANK: Committees Have Permission to File Plan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the two official committees in the reorganization of
Point Blank Solutions Inc. reached another milestone toward their
goal of avoiding a sale and reorganizing body armor manufacturing
business.

According to report, at a Dec. 15 hearing, the bankruptcy judge
signed an order allowing the two committees to file a Chapter 11
plan.  Unless the judge grants a further extension, other
creditors are prohibited from filing a plan before Feb. 9.

Mr. Rochelle relates that the Company withdrew its motion for
approval of auction and sale procedures given that the committees
previously won approval for replacement financing.  The prior loan
supporting the Chapter 11 case required a quick sale.  New loan
comes from Lonestar Partners LP, Privet Fund Management LLC and
Prescott Group Capital Management.  The three investors agreed to
backstop a $15 million to $25 million equity offering to help
finance a Chapter 11 plan.  The offering would be open to
unsecured creditors and stockholders.

                        About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No.
10-11255).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq.,
at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel
to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP
serves as corporate counsel.  T. Scott Avila of CRG Partners Group
LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as co-
counsel.


POINT BLANK: Rejects Class-Action Settlement Agreement
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge authorized Point Blank Solutions
Inc. to reject an uncompleted agreement to settle a class-action
shareholders' suit.  Rejecting the agreement may result in the
recovery of $32.5 million that was being held for payment to
shareholders.  It may also enable the company to sue former
officers.

                        About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No.
10-11255).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq.,
at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel
to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP
serves as corporate counsel.  T. Scott Avila of CRG Partners Group
LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as co-
counsel.


PRIUM SPOKANE: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Prium Spokane Buildings, L.L.C.
        c/o Davis & Silesky
        15600 NE 8th Street, Suite B1-173
        Bellevue, WA 98008

Bankruptcy Case No.: 10-06952

Chapter 11 Petition Date: December 16, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Debtor's Counsel: Barry W. Davidson, Esq.
                  DAVIDSON BACKMAN MEDEIROS PLLC
                  601 West Riverside Avenue, Suite 1550
                  Spokane, WA 99201
                  Tel: (509) 624-4600
                  Fax: (509) 623-1660
                  E-mail: cnickerl@dbm-law.net

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

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

The petition was signed by Glenn R. Davis, managing member.

Debtor's List of 14 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
ABM Janitorial Services            Labor and Materials     $34,012
112 North Altamont Street
Spokane, WA 99202

Amsbury Glass, Inc.                Materials                $2,500
204 East Nora
Spokane, WA 99207

Peachtree Business Products        Supplies                 $2,489
P.O. Box 13290
Atlanta, GA 30062

Horizon Fence Co.                  Labor and Materials      $2,473

Thornton & Sons Electric, Inc.     Labor and Materials      $2,174

Camtek                             Services and             $1,746
                                   Contract Labor

Standard Plumbing Heating Controls Labor                    $1,172

Divco                              Labor and Materials      $1,116

Platt                              Labor and Materials        $858

River City Glass                   Labor and Materials        $814

Rob's Demolition                   Labor                      $761

Maintenance Solutions, Inc.        Supplies                   $702

First American Title Insurance Co. Subdivision/               $272
                                   Plat Certificate

K.C. Charles, Inc.                 Labor                       $71


QUEPASA CORP: Has Deal to Sell 1.71MM Shares for $12.9MM
--------------------------------------------------------
Quepasa Corporation has entered into an agreement to sell
1,716,664 shares of its common stock at $7.50 per share for gross
proceeds of approximately $12.9 million.

The net proceeds received by Quepasa are expected to be
approximately $12.3 million, after deducting commissions, legal
fees, and certain deal-related expenses payable by the company.
The offering is expected to close on Monday, December 20, 2010.

Quepasa will use the proceeds from the funding primarily to expand
its gaming platform, including through acquisitions, as well as to
facilitate the continued development of Quepasa-owned gaming IP
and other general corporate purposes.

The Company worked with Merriman Capital, Inc., a wholly owned
subsidiary of Merriman Holdings, Inc., and other Latin America-
focused investors in completing the sale.

"This funding allows us to accelerate investment and growth within
social gaming," said John C. Abbott, CEO of Quepasa.  "We look
forward to launching and monetizing culturally relevant social
games within a Quepasa premium gaming channel and publishing these
games on alternative audience networks."

The securities offered and sold by Quepasa in this private
offering have not been registered under the Securities Act of
1933, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

A full-text copy of the Form of Securities Purchase Agreement
dated December 14, 2010, is available for free at:

              http://researcharchives.com/t/s?712a

A full-text copy of the Form of Amendment to the Securities
Purchase Agreement dated December 14, 2010, is available for free
at:
               http://ResearchArchives.com/t/s?7128

A full-text copy of the Form of Registration Rights Agreement
dated December 14, 2010, is available for free at:

               http://ResearchArchives.com/t/s?7129

                    About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site http://www.Quepasa.com/operates as an online
social community for young Hispanics.

The Company's balance sheet at September 30, 2010, showed
$3.39 million in total assets, $6.67 million in total liabilities,
and a stockholders' deficit of $3.28 million.  At Sept. 30, the
Company had accumulated losses from inception of $164.28 million.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted of the Company's
net loss and net cash used in operating activities in 2009 of
$10.58 million and $3.88 million, respectively, and a
stockholders' deficit and an accumulated deficit of $3.90 million
and $159.33 million, respectively, at December 31, 2009.


RACE POINT: Moody's Affirms 'Ba2' Rating on $275 Mil. Loan
----------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating to the
revised $275 million senior secured term loan due 2017, for Race
Point Power.  The amount of the senior secured term loan has been
reduced to $275 million from $370 million; however, the rating
remains the same.  Moody's had originally assigned the Ba2 rating
to the $370 million senior secured term loan in a press release
dated November 10, 2010.  The rating outlook remains stable.

The Borrowers will actually consist of four individual holding
companies that will be the indirect owners of equity interests in
a portfolio of power projects in the US and Spain that are
currently held indirectly by three separate funds of ArcLight
Capital Partners, LLC.  The Borrowers are Race Point Power II LLC,
Race Point Power III LLC, Race Point Power IV LLC (as the "US
Borrowers") and NeoElectra Lux S.r.l, the last of which is the
Borrower in respect of the Spanish power assets (as the
"Borrowers" or "Co-Borrowers").  Obligations of the Borrowers will
be joint and several with respect to all obligations under the
term loan.  The $275 million senior secured term loan facility
will be allocated to the Borrowers in amounts that are still to be
determined.  Each Borrower will be entitled to borrow a portion of
the term loan up to an agreed cap.

Proceeds from the transaction will be used (i) to refinance
existing indebtedness (at existing holding company levels above
the projects in order to simplify the capital structure); (ii) to
pay related transaction fees and expenses; (iii) for general
corporate purposes, including permitted dividends; (iv) to fund a
capex reserve; and (v) to fund a Lea Power reserve account.
ArcLight will post a six-month debt service reserve letter of
credit.  The portfolio consists of 8 power generation investments
with a total of 24 power plants throughout the US and Spain.  The
portfolio is composed of approximately 1,412MWs of combined
generation capacity, with net ArcLight ownership totaling
1,225MWs.  The assets are located in Connecticut, Maine, Michigan,
Nevada, New Mexico, Pennsylvania, Texas and Spain.  ArcLight has
majority-owned stakes in 5 of the 8 investments and 100% ownership
in 5 investments.  There is project level debt at 7 of the 8
investments.

ArcLight is a private equity investment firm founded in 2001
focused exclusively on the power and energy sectors.  ArcLight has
approximately $6.8 billion under management, with over 6,000 net
MWs in operation or construction across its four funds.  ArcLight
owns a diverse portfolio of companies in the power generation,
transmission and distribution, midstream and upstream sectors.

The rating primarily reflects: (a) the diversity of a portfolio of
8 power projects in the US and Spain; (b) the largely contracted
nature of the portfolio (90% of cash flows are contracted), which
provides stable cash flows through long-term power purchase
agreements, primarily with investment grade counterparties; and
(c) the strong operating histories of the generation projects with
commercially proven technologies.  However, the recommendation
also considers: (i) the high consolidated leverage that includes
project level debt associated with the underlying project assets;
(ii) regulatory risk and potential for changes to the regulated
tariff structure in Spain as approximately 50% of cash flows come
from projects at NeoElectra in Spain; (iii) refinancing risk; and
(iv) the structurally subordinated position of the holding
companies' lenders.

The rating is predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing consistent with initially projected credit metrics.

The Co-Borrowers are special purpose entities formed by ArcLight
Capital Partners, LLC, to hold its interests in a portfolio
consisting of 8 power projects in the US and Spain totaling 1,225
MWs of net generation.


RAJAK JAMAL: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Rajak Jamal
               Marilyn Jamal
               29807 Gardenia Circle
               Murrieta, CA 92563

Bankruptcy Case No.: 10-50279

Chapter 11 Petition Date: December 15, 2010

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

Judge: Deborah J. Saltzman

Debtors' Counsel: Jennifer Urquizu, Esq.
                  42690 Rio Nedo, Suite F
                  Temecula, CA 92590
                  Tel: (951) 296-5492
                  Fax: (951) 639-6063
                  E-mail: lray@affordablels.com

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

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

A list of the Joint Debtors' four largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/cacb10-50279.pdf


REALOGY CORP: Bank Debt Trades at 7% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 93.23 cents-on-the-
dollar during the week ended Friday, December 17, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.48 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility.
The bank loan matures on September 30, 2013, and carries Moody's
B1 rating and Standard & Poor's CCC- rating.  The loan is one of
the biggest gainers and losers among 193 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.



                        About Realogy Corp.

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

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

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

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

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


REALOGY CORP: S&P May Put 'C' Rating on Notes After Exchange Offer
------------------------------------------------------------------
On Dec. 15, 2010, Parsippany, N.J.-based Realogy Corp. announced
the preliminary results of its exchange offers, and that
approximately $2.67 billion aggregate principal amount out of
$3.045 billion in outstanding principal of existing notes were
validly tendered and not withdrawn.  The exchange was contingent
upon a minimum of $2.65 billion in aggregate principal amount of
existing notes, which has been achieved.

Following this announcement, Standard & Poor's Ratings Services
assigned each of Realogy's new notes that will be issued upon
consummation of the exchange offers its preliminary 'C' issue-
level rating with a preliminary recovery rating of '6', indicating
S&P's expectation of negligible (0% to 10%) recovery for
noteholders in the event of a payment default.  The notes issues
include:

* 11.5% cash pay senior notes due 2017;
* 12% cash pay senior notes due 2017;
* 13.375% subordinated notes due 2018;
* 11% series A convertible subordinated notes due 2018;
* 11% series B convertible subordinated notes due 2018; and
* 11% series C convertible subordinated notes due 2018.

Realogy also extended the expiration date of the exchange offers
to midnight Dec. 29, 2010, and is now offering par to existing
noteholders who tender prior to the expiration date.  S&P will
assign final ratings to the new notes following their settlement
and issuance, currently expected on or shortly after Jan. 5, 2011.

Upon consummation of Realogy Corp.'s exchange offer, S&P's issue-
level ratings on the company's 10.5% senior notes due 2014, 11.75%
senior toggles notes due 2014, and 12.375% subordinated notes due
2015 would be lowered to 'D' from 'C'.  Realogy's senior secured
revolver, term loan, and synthetic LOC facilities would remain
rated at 'CCC-', the company's senior secured second-lien term
loan would remain rated at 'C', and the corporate credit rating
will remain at 'CC' during and following the completion of the
exchange.  The current rating outlook is developing.

Upon consummation of the exchange, S&P's expected downgrade to 'D'
of the existing notes reflects its view that the exchange will be
tantamount to a default according to S&P's criteria,
notwithstanding the offer at par.  This is because the exchange
will extend the original maturity and result in a more junior
ranking for many debtholders who tender.  S&P's corporate credit
rating on Realogy will not be affected by the exchange offer, as
S&P already lowered this rating to 'SD' (selective default) on
Sept. 29, 2009, following an earlier exchange.  The current
exchange offer reflects a continuing effort on the part of the
company to find solutions to manage its highly leveraged capital
structure, which was put in place to fund its leveraged buyout
several years ago.  In addition, the current proposed exchange
would not be a deleveraging event, although Realogy would benefit
from an extended maturity profile.

Following the completion of the exchange, S&P expects to raise its
issue-level ratings on the existing notes to 'C' from 'D'.


REDCO DEVELOPMENT: Plan Filing Exclusivity Extended Until Jan. 31
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon has granted
Redco Development Co., LLC, an extension of its exclusive right to
file a plan until January 31, 2011.

Medford, Oregon-based Redco Development Co., LLC, filed for
Chapter 11 bankruptcy protection on August 3, 2010 (Bankr. D. Ore.
Case No. 10-64783).  James Ray Streinz, Esq., who has an office in
Portland, Oregon, assists the Debtor in its restructuring effort.
The Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.


REDDY ICE: Grants Stock Options to Executives Under Incentive Plan
------------------------------------------------------------------
Effective January 1, 2011, the compensation committee of the board
of directors of Reddy Ice Holdings, Inc., granted 343,750 shares
of restricted stock and 573,300 stock options to 53 of the
Company's executives pursuant to the Company's 2005 Long Term
Equity Incentive and Share Award Plan, as amended.

The restricted stock grants and stock option grants will all vest
in three equal amounts with the first vesting on January 1, 2012,
the second vesting on January 1, 2013 and the third vesting on
January 1, 2014.  The stock option grants have been made in the
form of 7-year stock options with the options vesting as described
above.  The stock option grants will be granted at a strike price
equal to the fair market value on December 31, 2010.

                          About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name.

                            *     *     *

As reported by the Troubled Company Reporter on August 17, 2010,
Moody's Investors Service lowered Reddy Ice Holdings' corporate
family and probability-of-default ratings to B3 from B2, and its
$12 million senior discount notes due 2012 to Caa2 from Caa1.
Moody's also lowered the rating on Reddy Ice Corporations' $300
million first lien senior secured notes due 2015 to B2 from B1 and
the $139 million second lien notes due 2015 to Caa2 from Caa1.
The ratings outlook remains negative.  The speculative grade
liquidity rating was affirmed at SGL-3.

The ratings downgrade was prompted by Reddy Ice's elevated
financial leverage through the first half of 2010 due to weaker
than expected operating performance and the expectation that
leverage will remain elevated.  The B3 corporate family rating
considers ongoing operational risks related to weather as well as
increasing acquisition activity.

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

Moody's Investors Service said Reddy Ice Holdings, Inc.'s (the
entity that wholly owns Reddy Ice Corporation) announcement that
it has amended and restated its credit agreement, consisting of a
$50 million revolving credit facility (not rated), does not affect
the B3 corporate family rating, nor the existing instrument
ratings and the negative ratings outlook.


REGAL ENTERTAINMENT: Faces Criminal Charges by Kings County DA
--------------------------------------------------------------
On December 9, 2010, Regal Entertainment Group learned that the
District Attorney for Kings County, New York, filed a criminal
complaint against the Company and the manager of the Company's
theater located at 3907 Shore Parkway, Brooklyn, New York.

The complaint alleges, among other things, that there were
multiple instances where sewage from the Sheepshead Bay Theater
was released into the waters of the State of New York without a
valid permit.

The actual costs that will be incurred in connection with this
action cannot be quantified at this time and will depend on many
unknown factors.

While the Company intends to vigorously defend these matters, the
Company cannot predict the outcome; however, it is likely that
settlement would include a monetary penalty, although an amount
cannot be predicted.  These matters are subject to inherent
uncertainties and management's view of these matters may change in
the future.

                  About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

                           *     *     *

The Company's balance sheet at Sept. 30, 2010, showed
$2.67 billion in total assets, $2.94 billion in total liabilities,
and a stockholders' deficit of $267.3 million.

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.


REXAIR LLC: Moody's Assigns 'B1' Ratings to New Senior Facilities
-----------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to Rexair LLC's new
senior secured credit facilities, which include a $70 million term
loan and $15 million revolver.  Moody's also affirmed the B1
corporate family rating and probability of default rating on its
parent company, Rexair Holdings, Inc.  The ratings outlook remains
negative.

Moody's expects proceeds to refinance existing first lien debt and
to fund an approximately $27 million dividend to the company's
majority owner, Rhone Capital, L.L.C.  The transaction increases
debt by approximately $34 million and leverage by approximately 1
turn, to 2.7 times debt-to-EBITDA from 1.7 times debt-to-EBITDA.
However, Rexair repaid approximately $27.5 million of debt during
the fiscal year ended October 2010, and the B1 CFR can tolerate
the increase in leverage.

A summary of the actions are:

Rexair LLC

  -- Senior Secured Bank Credit Facility, Assigned B1, LGD3, 44%

Rexair Holdings, Inc.

  --.Affirmed B1 Corporate Family Rating
  -- Affirmed B1 Probability of Default Rating
  -- Outlook, Negative

                        Ratings Rationale

Rexair Holdings' B1 CFR incorporates its consistently robust
operating margins, strong interest coverage, and modest leverage
(estimated at 2.7 times debt-to-EBITDA pro forma for the
transaction) relative to its rating level.  A proven track record
of positive free cash flow generation and voluntary debt reduction
supports the rating.  However, the company has also returned cash
to its equity sponsor, and its willingness to do so in an
environment of weak consumer spending raises some concern.
Rexair's lack of scale, dependency on a single product line in a
mature product category and the inherent volatility and
competitiveness of the direct sales industry constrain the rating.

The negative outlook reflects Moody's ongoing concern over
Rexair's volume declines in the wake of depressed consumer
spending and limited credit availability, as well as its
willingness to increase debt to fund a shareholder return.

An inability to increase the number of units sold, an erosion of
operating margins, or further shareholder returns that materially
increase leverage could lead to a ratings downgrade.  Conversely,
Moody's could stabilize the outlook if sales volumes recover and
liquidity remains good.  An upgrade is highly unlikely given the
lack of scale and single product focus.


RHI ENTERTAINMENT: Wins Interim Loan to Support Prepack Case
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RHI Entertainment Inc. received interim approval to
borrow $7.5 million from a promised $15 million financing.  A
final hearing to approve financing is set for Jan. 11.

As reported in the Dec. 15, 2010 edition of the Troubled Company
Reporter, RHI Entertainment and its units are seeking authority to
obtain postpetition secured financing from JPMorgan Chase Bank,
N.A., as the DIP agent, JPMorgan Securities Inc. as the lead
arranger, and certain financial institutions designated as lenders
under the DIP Credit Agreement.

The DIP lenders have committed to provide up to $7.5 million on an
interim basis and up to $15 million on a final basis.  A copy of
the DIP financing is available for free at:

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

The DIP facility will mature six months from the petition date.
The DIP facility will incur interest at a floating rate equal to,
at the Debtors' option: (i) the Alternate Base Rate (which is the
highest of (a) the DIP Agent's Prime Rate, (b) the Federal Funds
Effective Rate plus 1/2 of 1.00%, and (c) one-month LIBOR plus
1.00%), plus (in each case) 5.00%; or (ii) one-month LIBOR plus
6.00%.  LIBOR will at all times be subject to a 2.00% floor.  In
the event of default, the Debtors will pay an additional 2%
default interest per annum.

                     About RHI Entertainment

New York-based RHI Entertainment, Inc., develops, produces and
distribute new made-for-television movies, mini-series and other
television programming worldwide.  It filed for Chapter 11
bankruptcy protection on December 10, 2010 (Bankr. S.D.N.Y. Case
No. 10-16536).  D.J. Baker, Esq., Rosalie Walker Gray, Esq., Keith
A. Simon, Esq., Adam S. Ravin, Esq., and Jude Gorman, Esq., at
Latham & Watkins LLP, serves as the Debtor's bankruptcy counsel.
The Debtor disclosed $524,722,000 in total assets and $834,094,000
in total debts.

Affiliates RHI Entertainment, LLC (Bankr. S.D.N.Y. Case No.
10-16537), RHIE Holdings Inc. (Bankr. S.D.N.Y. Case No. 10-16538),
RHI Entertainment Holdings II, LLC (Bankr. S.D.N.Y. Case No.
10-16541), RHI Entertainment Distribution, LLC (Bankr. S.D.N.Y.
Case No. 10-16549), RHI International Distribution Inc. (Bankr.
S.D.N.Y. Case No. 10-16550), RHI Entertainment Productions, LLC
(Bankr. S.D.N.Y. Case No. 10-16551), HE Pro Tunes, Inc. (Bankr.
S.D.N.Y. Case No. 10-16552), HEGOA INC. (Bankr. S.D.N.Y. Case No.
10-16553), HEP Music, Inc. (Bankr. S.D.N.Y. Case No. 10-16554),
HEP SS Music Inc. (Bankr. S.D.N.Y. Case No. 10-16555), Don
Quixote, Inc. (Bankr. S.D.N.Y. Case No. 10-16556), Independent
Projects, Inc. (Bankr. S.D.N.Y. Case No. 10-16557), Library
Storage, Inc. (Bankr. S.D.N.Y. Case No. 10-16558), Metropolitan
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16560), NGP
Holding, Inc. (Bankr. S.D.N.Y. Case No. 10-16561), and SLB
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16562) filed
separate Chapter 11 petitions.


RHI ENTERTAINMENT: Has Interim OK to Continue Film Financing Pacts
------------------------------------------------------------------
RHI Entertainment, Inc., et al., sought and obtained interim
authorization from the Hon. Stuart M. Bernstein of the U.S.
Bankruptcy Court for the Southern District of New York to continue
performing under certain film financing agreements, provide credit
support in connection with Film Financing Agreements, and enter
into additional Film Financing Agreements in the ordinary course
of business.

The Debtors commission certain production companies to produce new
films pursuant to the Film Financing Agreements.  To the extent
permitted under the DIP Facility, with the prior consent of the
administrative agent under the DIP Facility, the Debtors are
authorized to provide additional credit support to production
companies, the related special purpose entities and their lenders
with respect to production loans without further order of the
Court, including (a) providing the limited guarantee and (b)
granting a lien in favor of the production companies or special
purpose entities on the Debtors' interest in the distribution
payments and New Content or consenting to the assignment of the
special purpose entities' security interest in the producer fee
collateral to its lender.

The Debtors are authorized to grant sub-distributor's liens in the
context of Film Financing Agreements in the ordinary course of
business, without further court order.

The Debtors are also authorized to remit any distribution payments
to the special purpose entities or the production companies, as
the case may be, in accordance with the terms of the Film
Financing Agreements, including any payments required by the
guarantee in the event that any sublicensee fails to make a
distribution payment to the Debtors.

A copy of the Debtors' motion is available for free at:

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

The Court has set a final hearing for January 11, 2011, at
2:00 p.m.  Any objections must be served and filed by 5:00 p.m. on
January 4, 2011.

New York-based RHI Entertainment, Inc., develops, produces and
distribute new made-for-television movies, mini-series and other
television programming worldwide.  It filed for Chapter 11
bankruptcy protection on December 10, 2010 (Bankr. S.D.N.Y. Case
No. 10-16536).  D.J. Baker, Esq., Rosalie Walker Gray, Esq., Keith
A. Simon, Esq., Adam S. Ravin, Esq., and Jude Gorman, Esq., at
Latham & Watkins LLP, serves as the Debtor's bankruptcy counsel.
The Debtor disclosed $524,722,000 in total assets and $834,094,000
in total debts.

Affiliates RHI Entertainment, LLC (Bankr. S.D.N.Y. Case No. 10-
16537), RHIE Holdings Inc. (Bankr. S.D.N.Y. Case No. 10-16538),
RHI Entertainment Holdings II, LLC (Bankr. S.D.N.Y. Case No. 10-
16541), RHI Entertainment Distribution, LLC (Bankr. S.D.N.Y. Case
No. 10-16549), RHI International Distribution Inc. (Bankr.
S.D.N.Y. Case No. 10-16550), RHI Entertainment Productions, LLC
(Bankr. S.D.N.Y. Case No. 10-16551), HE Pro Tunes, Inc. (Bankr.
S.D.N.Y. Case No. 10-16552), HEGOA INC. (Bankr. S.D.N.Y. Case No.
10-16553), HEP Music, Inc. (Bankr. S.D.N.Y. Case No. 10-16554),
HEP SS Music Inc. (Bankr. S.D.N.Y. Case No. 10-16555), Don
Quixote, Inc. (Bankr. S.D.N.Y. Case No. 10-16556), Independent
Projects, Inc. (Bankr. S.D.N.Y. Case No. 10-16557), Library
Storage, Inc. (Bankr. S.D.N.Y. Case No. 10-16558), Metropolitan
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16560), NGP
Holding, Inc. (Bankr. S.D.N.Y. Case No. 10-16561), and SLB
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16562) filed
separate Chapter 11 petitions.


RIGGING & WELDING: Gets OK to Obtain Financing to Buy Cranes
------------------------------------------------------------
Rigging & Welding Specialists, Inc., sought and obtained
authorization from the U.S. Bankruptcy Court for the Southern
District of Texas for postpetition borrowing to purchase certain
cranes and to refinance certain prepetition debt.

In connection with the postpetition financing, the Debtor
requested authorization from the Court to grant Financial Federal
Credit Inc. postpetition liens and security interests in all of
the collateral to secure the Debtor's obligations under the loan
documents, including a first priority purchase money lien and
security interest with respect to the collateral.  FFCI is willing
to advance monies to the Debtor.

FFCI is a prepetition secured creditor of, and lessor of equipment
to the Debtor pursuant to a promissory note and five leases.  FFCI
holds a blanket security interest in all of the Debtor's property
which has priority over all other liens and security interests,
except for any properly perfected purchase money security
interests.  By the terms of the leases, the Debtor is obligated to
pay FFCI holdover rent as provided in the leases equal to twice
the monthly rental during the lease term.

The Debtor and FFCI have negotiated terms providing for the sale
of the Cranes on certain conditions, and subject to the Court's
approval.  The Debtor lacks the cash to buy the Cranes, and has
been unable to secure third party financing to enable the Cranes
to be purchased outright from FFCI.  FFCI has agreed to let Debtor
purchase the Cranes for $937,300 plus sales and diesel taxes in
the amount of $96,073.21, and to borrow $3,736,889.10 to be used
for financing the purchase of the Cranes and to refinance the
prepetition amounts owed by the Debtor to FFCI.

The postpetition loan will bear interest at 12% per annum and will
be payable in 60 monthly installments in the amount of $83,465
each, commencing on September 20, 2010, and continuing on the same
day of each subsequent month until paid in full.

The Court has authorized and directed the Debtor to execute a
promissory note and security agreement in favor of FFCI.  Copies
of the note and Postpetition SA are available for free at:

     http://bankrupt.com/misc/RIGGING&WELDING_securitypact.pdf
     http://bankrupt.com/misc/RIGGING&WELDING_promissorynote.pdf

The Postpetition SA grants FFCI a security interest in all
personal property of the Debtor's estate to secure the
Postpetition Note.  The Postpetition SA will also secure any other
or future indebtedness of the Debtor to FFCI.  The security
interest granted to FFCI is identical to the prepetition security
interest granted by the Debtor to FFCI.  FFCI will have first
priority purchase money security interest in the Cranes that will
be first and prior to any other lender or secured party in the
case and FFCI will similarly be granted a lien on par with its
prepetition liens and security interests in all other property of
the Debtor, which lien and security interest will be first
priority with respect to all property in which FFCI held a first
priority security interest prepetition.

                      About Rigging & Welding

Baytown, Texas-based Rigging & Welding Specialists, Inc., has two
primary sources of revenue: (1) by the rental of cranes with
operator or without; and (2) providing services for inspection,
testing and certification of slings and rigging equipment by the
testing and sales of crane rigging equipment.  The Company's
special "niche" is 24-hour/7-day-a-week service.

Rigging & Welding Specialists filed for Chapter 11 bankruptcy
protection on May 12, 2010 (Bankr. S.D. Texas Case No. 10-34012).
The Company disclosed $15,853,284 in assets and $17,547,127 in
debts.


RITE AID: Incurs $79.1-Mil. Net Loss in Nov. 27 Quarter
-------------------------------------------------------
Rite Aid Corporation reported revenues of $6.2 billion, a net loss
of $79.1 million or $0.09 per diluted share and Adjusted EBITDA of
$212.5 million or 3.4% of revenues for the fiscal quarter ended
Nov. 27, 2010.  Negatively impacting results were a slower start
to the cough, cold and flu season coupled with an increase in
workers' compensation and general liability self insurance
expense.

Net loss was $79.1 million or $0.09 per diluted share compared to
last year's third quarter net loss of $83.9 million or $0.10 per
diluted share.  Lower lease termination and impairment charges,
lower LIFO expense, lower interest and securitization expense and
a reduction in depreciation and amortization helped offset the
impact of the decline in Adjusted EBITDA on net loss.

The Company's balance sheet at Nov. 27, 2010, showed $7.8 billion
in total assets, $9.8 billion in total liabilities, and a
stockholders' deficit of $2.0 billion.

Adjusted EBITDA was $212.5 million or 3.4% of revenues for the
third quarter compared to $254.2 million or 4.0% of revenues for
the like period last year.   Adjusted EBITDA was negatively
impacted by $12.0 million due to fewer cough, cold and flu
prescriptions filled year over year and a $29.5 million increase
in workers' compensation and general liability self insurance
expense.  The increase in self insurance expense is due to a
reduction of reserves recorded in last year's third quarter
because of favorable claims experience.

"The quarter was below our expectations.  While the lack of cough,
cold and flu had a significant impact on our results, the good
news is that our front end sales began to turn around during the
quarter and our team continued to do a good job of controlling
costs.  We are pleased to see that our loyalty program wellness +
continues to gain traction with customers and patients," said John
Standley, Rite Aid president and CEO.

"Based on our third quarter results and our current view that same
stores sales in the fourth quarter will be softer than we had
expected, we have lowered our guidance for the full year,"
Standley said.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?7127

                       About Rite Aid Corp.

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is the largest drugstore
chain on the East Coast and the third largest drugstore chain in
the U.S.  The Company operates more than 4,900 stores in 31 states
and the District of Columbia.

                           *     *     *

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.


RODOLFO MIRANDA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Rodolfo Miranda
               Ivonne Miranda
               733 Cleveland Avenue
               Elizabeth, NJ 07208

Bankruptcy Case No.: 10-48765

Chapter 11 Petition Date: December 15, 2010

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Stuart D. Gavzy, Esq.
                  163 East Main Street, Suite B
                  Little Falls, NJ 07424
                  Tel: (973) 256-6080
                  Fax: (973) 256-3665
                  E-mail: mainmail@gavzylaw.com

Scheduled Assets: $1,285,595

Scheduled Debts: $1,609,862

A list of the Joint Debtors' 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb10-48765.pdf


RUSSELL EBERSOLE: Motion for Relief from Stay Conditionally Denied
------------------------------------------------------------------
WestLaw reports that a limited partnership which, as result of its
merger with another limited partnership to which a Chapter 11
debtor's deed of trust note had been transferred by means of a
pre-merger allonge, succeeded to all rights and obligations of
this other partnership, had to be regarded as the holder of deed
of trust note, with standing to pursue a post-default motion for
relief from the automatic stay for purposes of exercising its
rights in the deed of trust property.  The limited partnership had
at least a colorable claim to support its stay relief motion, and
according to a bankruptcy judge in Virginia, a colorable claim was
all that was needed.  In re Ebersole, --- B.R. ----, 2010 WL
4985890 (Bankr. W.D. Va.) (Krumm, J.).

The Honorable Ross W. Krumm finds that (i) Brown Bark I L.P. has a
"colorable claim" based on its status as holder of a $539,000
promissory note with Bank of America and, therefore, has standing
to bring a Motion for Relief from the automatic stay; (ii) at this
time, Brown Bark has an equity cushion that is subject to
diminution and conditioning of continuance of the stay is
warranted; and (iii) the collateral that is the subject of the
Motion for Relief is necessary for the successful reorganization
of the Debtor and therefore, Brown Bark is not entitled to relief
from the automatic stay pursuant to 11 U.S.C. Sec. 362(d)(2).
Accordingly, Judge Krumm conditionally denied Brown Bark's motion
for relief from the stay.

Russell Lee Ebersole was the president and director of a business
called Detector Dogs Against Drugs and Explosives, Inc., a
privately held Maryland corporation.  Detector Dogs trained dogs
and their human handlers to find drugs and explosives, and then
offered the services of the canine teams to customers.  Mr.
Ebersole operated Detector Dogs alongside a pet boarding and
training facility in Frederick County, Va., as well as from his
home in Hagerstown, Md.  Mr. Ebersole was convicted on twenty-five
counts of wire fraud, in violation of 18 U.S.C. Sec. 1343, and two
counts of presenting false claims to the government, in
contravention of 18 U.S.C. Sec. 287, and sentenced to seventy-
eight months of imprisonment by the U.S. District Court for the
Western District of Virginia.  Mr. Ebersole was unsuccessful
appealing his convictions.  See U.S. v. Ebersole, 411 F.3d 517
(2005), cert. denied, 127 S.Ct. 1842 (2007) and 129 S.Ct. 152
(2008).

On Sept. 29, 2009, Mr. Ebersole filed a Chapter 13 petition
(Bankr. W.D. Va. Case No. 09-51561), and on Jan. 14, 2010, an
Order was entered converting the Debtor's Chapter 13 case to one
under Chapter 11.  Mr. Ebersole represents himself in his
bankruptcy proceeding.


SANITARY AND IMPROVEMENT: Chapter 9 Case Summary & Creditors List
-----------------------------------------------------------------
Debtor: Sanitary and Improvement District No. 528 of Douglas
        County, Nebraska
        11440 West Center Road
        Omaha, NE 68144
        Tel: (402) 334-0700

Bankruptcy Case No.: 10-83596

Chapter 9 Petition Date: December 14, 2010

Court: U.S. Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: Brian C. Doyle, Esq.
                  FULLENKAMP DOYLE & JOBEUN
                  11440 West Center Road
                  Omaha, NE 68144
                  Tel: (402) 334-0700
                  Fax: (402) 334-0815
                  E-mail: brian@fdjlaw.com

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

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

The petition was signed by Chad LaMontagne, chairman.

Debtor's List of five Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
First National                     Warrant              $9,363,609
Bank of Omaha
1620 Dodge Street
Omaha, NE 68197

US Investment Partnership II       Warrant              $1,377,866
c/o Awerkamp Goodnight
Schwaller & Nelson, P.C.
17007 Marcy
Omaha, NE 68118

US Investment Partnership          Warrant                $572,450
c/o Awerkamp Goodnight
Schwaller & Nelson, P.C.
17007 Marcy
Omaha, NE 68118

Barbara Udes Shaw, Charitable      Warrant                $171,735
Foundation

F Lynne Udes Scott, Charitable     Warrant                $124,177
Foundation


SEARCHMEDIA HOLDINGS: Files Form 10-Q; Has $8MM Loss in 1st Qtr.
----------------------------------------------------------------
SearchMedia Holdings Limited filed a Form 10-Q, reported a net
loss of $3.35 million on $8.47 million of advertising service
revenues for the three months ended March 31, 2010, compared with
a net loss of $14.35 million on $10.89 million of advertising
service revenues for the same period a year ago.

The Company's balance sheet at March 31, 2010, showed
$93.30 million in total assets, $51.32 million in total
liabilities, and a stockholders' equity of $41.98 million.

The Company believes it is compliant and up-to-date with NYSE Amex
listing requirements.

Wilfred Chow, Chief Financial Officer of SearchMedia, commented,
"[Thurs]day's filing marks the completion of the outstanding items
necessary to meet our NYSE Amex listing requirements and we move
forward with even more focus on driving SearchMedia's growth
through operational enhancements and business development
efforts."

The results reflect the shifting of certain revenue to the second
quarter of 2010 from the first quarter of 2010, due to a delay in
several billboard campaigns.   Results also reflect certain non-
recurring charges, such as a loss on impairment of goodwill of
$1.7 million and an abandonment loss of $1.3 million.

Wilfred Chow continues, "Our first quarter 2010 results differ
from the preliminary results announced on May 24, 2010.  This is
in part due to a shift in the timing of revenue from the 2010
first quarter to the 2010 second quarter.  This shift partially
drove quarter over quarter growth in the second and third
quarters.  We also expect this growth momentum to continue in the
upcoming quarters, driven by the management team reorganization
and significant operational enhancements implemented throughout
this year.  Additionally, year over year results for the first
quarter of 2010 reflect the fact that the first quarter of 2009
was particularly strong due to uniquely active campaign execution
that quarter."

Paul Conway, the Company's Chief Executive Officer, stated, "Since
the filing of our Form 10-K last month, our concession and
acquisition pipeline opportunities have improved.  We believe the
completion of our NYSE Amex listing requirements, and the removal
of that uncertainty, will further enhance our growing pipeline.
Moving forward, we believe we have laid a strong foundation from
which to build SearchMedia into one of China's leading media
companies."

                    Board of Directors Changes

On December 13, 2010, the Company filed a Form 6-K to report the
resignation of Earl Yen and Jianzhong Qu from its Board of
Directors.  Mr. Yen, the founder and managing director of CSV
Capital Partners, and Mr. Qu, a principal of CSV Capital Partners,
were appointed to the Board by the representatives of the
former stockholders of SearchMedia International Limited.

                   Indemnification Claim Update

The Company continues to pursue all remedies available to it,
including legal remedies and potential cancellation of some of
the shares issued in the Share Exchange Agreement.  There were
approximately 22 million fully diluted shares outstanding as of
December 15, 2010, of which approximately 9 million were
issued to the former stockholders of SearchMedia International
Limited.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?7120

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?7121

                    About SearchMedia Holdings

Based in Shanghai, China, SearchMedia Holdings Limited (NYSE Amex:
IDI, IDI.WS) is a multi-platform media company operating primarily
in the out-of-home advertising industry and one of the largest
operators of integrated outdoor billboard and in-elevator
advertising networks in China.  SearchMedia operates a network of
over 1,500 high-impact billboards with over 500,000 square feet of
surface display area and one of China's largest networks of in-
elevator advertisement panels consisting of approximately 125,000
frames in 50 cities throughout China.  Additionally, SearchMedia
operates a network of large-format light boxes in concourses of
eleven major subway lines in Shanghai.  SearchMedia's core outdoor
billboard and in-elevator platforms are complemented by its subway
advertising platform, which together enable it to provide a multi-
platform, "one-stop shop" services for its local, national and
international advertising clients.

SearchMedia reported a net loss of $22.6 million on $37.7 million
of revenue for the fiscal year ended December 31, 2009, compared
to a net loss of $35.1 million on $41.7 million of revenue for
fiscal 2008.  The Company disclosed that its inability to generate
cash flows to meet its obligations due to the uncertainty of
achieving operating profitability on an annual basis and raising
required proceeds on reasonable terms, among other factors, raises
substantial doubt as to the Company's ability to continue as a
going concern.


SEQUENOM INC: ObGyn Journal Accepts Unit's Research Results
-----------------------------------------------------------
On December 15, 2010, Sequenom Inc. announced the acceptance by
the American Journal of Obstetrics and Gynecology of a manuscript
describing results from the research and development locked-assay
verification study by the Company's wholly owned subsidiary,
Sequenom Center for Molecular Medicine.  Details of the study
described in the manuscript entitled "Noninvasive Detection of
Fetal Trisomy 21 by Plasma DNA Sequencing in a Clinical Setting"
have been embargoed until publication.

                         About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.

The Company's balance sheet at Sept. 30, 2010, showed $96.97
million in total assets, $64.67 million in total current
liabilities, $360,000 in deferred revenue, $2.86 million in other
long-term liabilities, $1.12 million in long-term portion of debt
and obligations, and stockholders' equity of $27.96 million.

                          *     *     *

In its March 15, 2010 audit report, Ernst & Young LLP of San
Diego, California, expressed substantial doubt against Sequenom's
ability as a going concern.  The auditor noted that the Company
has incurred recurring operating losses and does not have
sufficient working capital to fund operations through 2010.


SINOBIOMED INC: Acquires All Data Center Assets of Keychain Ltd.
----------------------------------------------------------------
The Board of Directors of Sinobiomed Inc. announced the
acquisition of all data center assets from Keychain, Ltd., a
Hong Kong limited company, specializing in international
telecommunications consulting, management and hosting services on
behalf of clients with strategic connectivity and network
infrastructure requirements in major world cities.

"We believe that the acquisition of the Keychain data center
assets will enable Sinobiomed to utilize Keychain's extensive
telecommunications infrastructure and expertise, and pursue
further growth initiatives," said Mr. George Yu, Sinobiomed's
Chief Executive Officer.

                         About Sinobiomed

Sinobiomed Inc. formerly CDoor Corp. (OTC BB: SOBM)
-- http://www.sinobiomed.com/-- was incorporated in the State of
Delaware.  The Company is a Chinese developer of genetically
engineered recombinant protein drugs and vaccines.  Based in
Shanghai, Sinobiomed currently has 10 products approved or in
development: three on the market, four in clinical trials and
three in research and development.  The Company's products respond
to a wide range of diseases and conditions, including: malaria,
hepatitis, surgical bleeding, cancer, rheumatoid arthritis,
diabetic ulcers and burns, and blood cell regeneration.

                      Going Concern Doubt

Schumacher & Associates Inc., in Denver, expressed substantial
doubt about Sinobiomed Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended December 31, 2007.  The auditing
firm reported that the Company has experienced losses since
commencement of operations and has negative working capital and a
stockholders' deficit.

The Company is in the process of researching, developing, testing
and evaluating proposed new pharmaceutical products and has not
yet determined whether these products are technically or
economically feasible.  Management's plan is to actively search
for new sources of capital, including government and non-
government grants toward research projects and new equity
investment.


SPARTA COMMERCIAL: Delays Form 10-Q for October 31 Quarter
----------------------------------------------------------
Sparta Commercial Services Inc. said it could not timely file its
quarterly report on Form 10-Q for the period ended Oct. 31, 2010,
because the Company is in the process of preparing and reviewing
the financial and other information, and does not expect the
report will be finalized for filing by the prescribed due date
without unreasonable effort or expense.

The Company said it needs additional time to complete its
financial statements, as well as to have the report reviewed by
its accountants and attorneys.  The Company undertakes the
responsibility to file such report no later than five days
following the prescribed due date.

                     About Sparta Commercial

Based in New York, Sparta Commercial Services, Inc.
-- http://www.spartacommercial.com/-- is a specialized consumer
finance company engaged primarily in the purchase of retail
installment sales contracts and the origination of leases to
assist consumers in acquiring new and used motorcycles (550cc and
higher), scooters, and 4-stroke ATVs.

The Company's balance sheet at July 31, 2010, showed $2.18 million
in total assets, $4.84 million in total liabilities, and a
stockholders' deficit of $2.66 million.  The Company has an
accumulated deficit of $32.73 million as of July 31, 2010.

RBSM LLP, in New York, expressed substantial doubt about Sparta
Commercial Services, Inc.'s ability to continue as a going concern
following its results for the fiscal year ended April 30, 2010.
The independent auditors noted of the Company's recurring losses
from operations.


STILLWATER MINING: To Buy Benton's Interest in Bermuda Property
---------------------------------------------------------------
Stillwater Mining Company and Benton Resources Corp. have entered
into a definitive agreement pursuant to which Stillwater will
acquire Benton's entire interest in the Bermuda Property located
near Marathon, Ontario, as well as Benton's 2% NSR royalty
interest at Stillwater's recently acquired Marathon PGM/Copper
Project.

Benton will retain a 1% NSR royalty on any ores mined from the
Bermuda Property beyond a production threshold of 2.5 million
aggregate ounces of Palladium, Platinum and Gold.  Under the
Agreement, Stillwater will pay Benton the sum of C$14 million in
cash and Stillwater shares on a 50:50 split.  The transaction will
be based on the 20-day volume weighted average closing share price
of Stillwater as determined at December 14, 2010.

The transaction has been approved by the Boards of Directors of
both companies and is expected to close on or before December 31,
2010 pending satisfactory completion of the Company's routine due
diligence review of the claims and leases constituting the
Property and receipt of all regulatory and exchange approvals.

The 7,300 hectare Bermuda Property is located along the eastern
and northern margins of the Coldwell Complex near Marathon,
Ontario and adjoins Stillwater's recently purchased Marathon PGM-
Copper Project and Geordie Lake exploration properties.
Historical geologic and geophysical studies and exploration
drilling by Benton and others has indicated the presence of PGM,
Copper and Nickel on the Property which the Company views as an
attractive indication of the areas discovery potential.

Commenting on the projects, Francis R. McAllister, Stillwater's
Chairman and CEO, said, "The acquisition of Benton's Bermuda
Property will directly complement our acquisition of Marathon PGM
Corp. which closed earlier this month.  The acquisition provides
Stillwater with a dominant position on the more prospective
portions of the Coldwell Intrusive Complex and the opportunity to
coordinate continued exploration of the Bermuda Property with the
development and operational plans for the Marathon PGM/Copper
Project and the Geordie Lake exploration properties.  Further,
acquiring Benton's royalty position on the Marathon PGM/Copper
Deposit enhances the economics of our planned Marathon
operations."

                      About Stillwater Mining

Billings, Montana-based Stillwater Mining Company --
http://www.stillwatermining.com/-- is the only U.S. producer of
palladium and platinum and is the largest primary producer of
platinum group metals outside of South Africa and Russia.  The
Company's shares are traded on the New York Stock Exchange under
the symbol "SWC."

The Company's balance sheet at Sept 30, 2010, showed
$778.23 million in total assets, $287.90 million in total
liabilities, and stockholders' equity of $490.33 million.

Stillwater carries 'Caa1' corporate family and probability of
default ratings, with 'stable' outlook, from Moody's Investors
Service.  It has 'B' issuer credit ratings from Standard & Poor's.


SWIFT INSTRUMENTS: Ch. 7 Trustee Fails in Subordination Bid
-----------------------------------------------------------
In Carol Wu, Chapter 7 Trustee, v. Stephen H. Swift Trust; Anne H.
Swift; Stephen W. Swift; Samuel H. Swift; and Qtip Trust #2 of
Humphrey H. Swift Trust -- 1966 U/I Dated August 1, 1966, Adv.
Pro. No. 09-5335 (Bankr. N.D. Calif.), the Chapter 7 Trustee for
Swift Instruments, Inc., seeks summary judgment on her first claim
for relief, which seeks to subordinate, under Bankruptcy Code Sec.
510(b), the proof of claims filed by the Trusts and defendants
Stephen W. Swift and Samuel Swift as damages arising from the
Debtor's purchase of the Swift Instrument, Inc. stock owned by the
defendants' predecessors in interest.  The Trusts counter in their
summary judgment motions that their claims cannot be subordinated
under Sec. 510(b) as a matter of law.  The HHS Trust's summary
judgment motion also seeks to dismiss Ms. Wu's second and third
claim for relief, which assert claims under Bankruptcy Code Secs.
502(d) and 547 against defendants Anne Swift, the HHS Trust,
Stephen Swift and Samuel Swift.

Judge Charles Novack grants the Trusts' motions for summary
judgment against Ms. Wu's first claim for relief and denies Ms.
Wu's competing motion for summary judgment against all defendants.
The court grants the HHS Trust's motion for summary judgment
against Ms. Wu's second claim for relief on the ground that the
preference claim is time-barred under Bankruptcy Code Sec. 546.
The court denies the HHS Trust's motion as to Ms. Wu's third claim
for relief under Bankruptcy Code Sec. 502(d).  Ms. Wu may object
to the Swifts' proof of claims under Sec. 502(d) despite her
inability to seek affirmative relief under Secs. 547 and 550, and
a material question of fact exists regarding Ms. Wu's right to
avoid these payments under Sec. 547.

A copy of the Court's December 14, 2010 Memorandum Decision and
Order is available at http://is.gd/iPAoofrom Leagle.com.

San Jose, California-based Swift Instruments, Inc., dba Swift
Optics -- http://www.swift-optics.com/-- was an international
manufacturer and distributor of microscopes and binoculars.  It
filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No.
06-50896) on May 24, 2006.  Judge Marilyn Morgan presided over the
case.  Janice M. Murray, Esq., at Murray and Murray, P.C., in
Cupertino, California, served as bankruptcy counsel.  In its
petition, it listed $1 million to $10 million in both assets and
debts.  The case was later converted to Chapter 7.


SWIFT TRANSPORTATION: Moody's May Raise Ratings on Public Offering
------------------------------------------------------------------
Swift Transportation Co., LLC's planned initial public offering of
stock and debt refinancing transactions, if successfully executed
with new equity raised in amounts the company is expecting, will
result in an upgrade of Swift's ratings.  Both the corporate
family rating and probability rating are expected to be raised to
B2 from B3 as a result of these transactions.  In addition,
Moody's expects that the proposed senior secured first lien credit
facility will be rated B1 and the proposed second lien notes will
be rated Caa1 on close of the refinancing transactions.

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

The last rating action was on November 23, 2010, when Moody's
upgrade Swift's ratings, corporate family rating to B3 from Caa1.

Swift Transportation Co, LLC, headquartered in Phoenix, Arizona,
is one of the largest providers of truckload transportation
services in the United States, with line-haul, dedicated and
inter-modal freight services.


SWIFT TRANSPORTATION: Moody's Raises Corp. Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service raised its ratings for Swift
Transportation Co, LLC, corporate family and Probability of
Default ratings to B2 from B3.  At the same time, Moody's has
assigned a B1 rating to Swift's new senior secured credit facility
and a Caa1 rating to the company's new second lien notes.  The
ratings on Swift's existing second lien notes (amounts remaining
that have not been redeemed via tender) have also been raised to
Caa1.  Swift has a Speculative Grade Liquidity Rating of SGL-3.
The ratings outlook is stable.

                        Ratings Rationale

The ratings were raised primarily in recognition of the
substantial debt reduction that will ensue from the company's
recently-launched initial public offering of equity.  As
announced in recent public filings, Swift intends to use all
proceeds from the IPO (estimated to be above $750 million), along
with $1.06 billion in proceeds from the first lien term loan and
$500 million from the second lien notes, to repay existing debt.
Once completed, the application of a substantial majority of the
IPO proceeds (less payment of transaction fees and to settle
interest rate swaps relating to existing debt) towards debt
repayment is estimated to result in a substantial amount of
deleveraging at Swift.  Moody's will withdraw the B2 rating on
Swift's existing first lien bank credit facility when those
instruments are repaid and terminated on completion of the
proposed refinancing.  The new debt raised in the refinancing will
also lengthen Swift's debt maturity profile.  With the total debt
to be reduced by nearly one-third from the IPO-related
refinancing, credit metrics are expected to improve materially.
Pro forma Debt to EBITDA (based on LTM September 2010 operating
results) is estimated at approximately 4.4 times while EBIT to
Interest is approximately 1.3 times.  These metrics map closely to
B2-rated companies.

Swift's ratings also considers the company's strengthening
financial performance, which can be attributed to improvements in
its trucking operations as well as to an improving trend in
industry freight volumes and yields that are now taking traction.
As industry conditions improve, Swift should be able to expand
operating margins, while generating cash to support fleet
investments and debt service.  However, the B2 rating also takes
into account the sizeable (albeit reduced) debt levels resident in
the company's current capital structure.  Pro forma total debt
(including Moody's standard adjustments, primarily relating to
operating expenses) of approximately $2.4 billion represents over
80% of the company's annual revenues.

The stable ratings outlook reflects Moody's expectations that
revenue, yields, and operating margins will improve modestly over
the next year as conditions slowly improve in the trucking
industry.  This should result in substantial growth in cash
generated from operations, which will be important to allow the
company to undertake substantial fleet investments over the near
term, and possibly repay modest amounts of debt.  However, Moody's
does not expect credit metrics to improve materially beyond levels
commensurate with the B2 rating for some time.

Ratings or their outlook could be revised upward if the company
can demonstrate the ability to generate strong positive free cash
flow and maintaining fleet investment at over 7% of total revenue,
while repaying substantial amounts of debt.  Debt to EBITDA of
less than 4 times and interest coverage of over 2 times would also
support a positive rating action.  Ratings could be downgraded if
operating conditions were to deteriorate unexpectedly, such that
operating ratios were to rise above 98% for a prolonged period or
if the company were to become heavily reliant on use of its
revolving credit facility to cover operating or investing
requirements.  Debt to EBITDA of over 5 times or EBIT to Interest
of less than 1.3 times could result in a downgrade.

Upgrades:

Issuer: Swift Transportation Co., LLC

  -- Probability of Default Rating, Upgraded to B2 from B3

  -- Corporate Family Rating, Upgraded to B2 from B3

  -- Existing Senior Secured Regular Bond/Debentures, due 2015 and
     2017, Upgraded to Caa1 (LGD6-94) from Caa2

Assignments:

Issuer: Swift Transportation Co., LLC

  -- Senior Secured Bank Credit Facility, Assigned B1 (LGD3-33)

  -- Senior Secured Regular Bond/Debenture, Assigned Caa1 (LGD5-
     83)

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

Swift Transportation Co, LLC, headquartered in Phoenix, Arizona,
is one of the largest providers of truckload transportation
services in the United States, with line-haul, dedicated and
inter-modal freight services.


TAB ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: TAB Electric, Inc.
        10318 Northlake
        Kemp, TX 75143

Bankruptcy Case No.: 10-38797

Chapter 11 Petition Date: December 15, 2010

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb10-38797.pdf

The petition was signed by Thomas Barnes, president.


TELEFLEX INC: S&P Assigns 'BB' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
corporate credit rating and positive outlook to Teleflex Inc.  In
addition, S&P assigned a debt rating of 'B+' to the company's
$400 million convertible senior subordinated notes.  The 'B+'
rating and '6' recovery rating reflect expectations of negligible
recovery (0 to 10%) of principal in the event of a default.

"The ratings on Teleflex Inc. reflect S&P's expectation that the
company's financial risk profile will gradually benefit from
EBITDA growth tied to its diversified portfolio of disposable
medical products, and debt repayment; Teleflex' business risk
profile is fair," said Standard & Poor's credit analyst Cheryl
Richer.  S&P believes that the company will divest its aerospace
and commercial businesses in the near term; it just announced the
signing of a definitive agreement to sell its Actuation business
($24 million revenues for the 12 months ended Sept. 26, 2010) for
about $94 million.  Teleflex's medical segment was 79% for the
first three quarters of 2010 and 86% of operating profits.  Since
the October 2007 acquisition of Arrow International Inc.
($2.1 billion), the company paid down over $1.1 billion of debt.
Adjusted debt to EBITDA was 3.4x for the 12 months ended Sept. 26,
2010, down from over 7x at year-end 2007.

Despite Teleflex's brand recognition, broad customer base, and
long-term customer relationships, its medical products compete
with significantly larger industry players such as Ethicon (a
division of Johnson & Johnson), Smith & Nephew, C.R. Bard, and
CareFusion.  Pricing has been under pressure because of hospital
group purchasing organizations and tenders in various
international markets.  Still, its product and geographic
diversity (about 48% of sales are derived from outside North
America) reduces exposure to competitive technology and pricing
pressures for any one product line.  The medical segment, which
manufacturers and supplies medical devices for critical care and
surgical applications is in four areas: Critical Care (66% of
medical revenues), Surgical (18%), Cardiac Care (5%), and Original
Equipment Manufacturers and Development Services (11%).  Products
mostly are consumables, and providing a recurring revenue stream.
Although certain products within vascular access, anesthesia


TERRA INDUSTRIES: Moody's Withdraws 'Ba3' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for Terra
Industries Inc. and for Terra Capital Inc.  TI is now an indirect
wholly-owned subsidiary of CF Industries Holdings, Inc. (Ba3
Corporate Family Rating) as a result of its merger with CF.  The
credit ratings have been withdrawn because Moody's Investors
Service believes it has insufficient or otherwise inadequate
information to support the maintenance of the credit ratings.

These ratings were withdrawn:

Terra Industries Inc

  -- Corporate family rating at Ba3;
  -- Probability of default rating at Ba3
  -- Outlook, Changed to withdrawn

Terra Capital, Inc.

  -- $ 12.50 million 7% Gtd. Sr. Global Notes due 02/01/2017 at B1
     65% LGD4

  -- Outlook, Changed to withdrawn

The last rating action was on February 17, 2010, where Moody's
placed the ratings for Terra Industries Inc. and for Terra Capital
Inc under review for possible upgrade.

Terra Industries, Inc., a subsidiary of CF Industries Inc.,
produces nitrogen fertilizer products including ammonia, urea,
nitrogen solutions, and ammonium nitrate.


TERRESTAR NETWORKS: Committee Proposes FTI as Advisor
-----------------------------------------------------
The Official Committee of Unsecured Creditors in TerreStar
Networks Inc.'s cases asks the Bankruptcy Court for authority to
retain FTI Consulting, Inc., as its financial advisor as of
October 29, 2010.

The Committee relates that it needs assistance in collecting and
analyzing financial and other information in relation to the
Debtors' Chapter 11 cases.

The Committee specifies that it needs FTI to perform these
services:

  * Assistance in the review of reports or filings as required
    by the Bankruptcy Court or the Office of the United States
    Trustee, including, but not limited to, schedules of assets
    and liabilities, statements of financial affairs and monthly
    operating reports;

  * Assistance with the assessment and monitoring of the
    Debtors' short term cash flow, liquidity, operating results,
    and requirements under the DIP facility;

  * Review of the Debtors' financial information, including, but
    not limited to, analyses of cash receipts and disbursements,
    DIP budget, wind down budget, financial statement items and
    proposed transactions for which Bankruptcy Court approval is
    sought;

  * Evaluation of employee issues, including, but not limited to
    potential employee retention and severance plans;

  * Assistance and advice to the Committee regarding the
    Debtors' marketing of its assets, including identification
    of possible buyers and evaluation of alternative bids;

  * Valuation of the Debtors as a going concern or as otherwise
    requested by the Committee;

  * Assistance with a review of the Debtors' performance of
    cost/benefit evaluations with respect to the affirmation or
    rejection of various executory contracts and leases;

  * Assistance in analyzing the Debtors' business plan,
    including assessment of cost saving opportunities, capital
    expenditures and liquidity;

  * Assistance with review of any tax issues associated with,
    but not limited to, claims/stock trading, preservation of
    net operating losses, refunds due to the Debtors, plans of
    reorganization, and asset sales;

  * Assistance in the evaluation and analysis of avoidance
    actions, including fraudulent conveyances and preferential
    transfers;

  * Assistance in the review and/or preparation of information
    and analyses necessary for the confirmation of a plan in
    these Chapter 11 proceedings;

  * Review and analysis of DIP and exit financing, including
    collateral analysis and cash flow validation;

  * Attendance at meetings and assistance in discussions with
    the Debtors, potential investors, secured lenders, the
    Committee and any other official committees organized in
    the Chapter 11 proceedings, the U.S. Trustee, other parties
    in interest and professionals hired by the same, as
    requested; and

  * Render other general business consulting or other assistance
    as the Committee or its counsel may deem necessary that are
    consistent with the role of a financial advisor and not
    duplicative of services provided by other professionals in
    the Debtors' Chapter 11 proceedings.

The Committee proposes that FTI be paid a $125,000 fixed monthly
fee for its services, and a potential completion fee worth
$1,000,000.  A portion of the potential completion fee totaling
$250,000 will be payable at the conclusion of the case.  After
nine months of FTI's engagement, one-half of FTI's Monthly Fee,
in respect of each of the four subsequent months, will be
credited against the contingent portion of its Completion Fee up
to a maximum aggregate credit of $250,000.  The balance of the
Completion Fee will be considered earned and payable, subject to
Court approval, upon confirmation of a Chapter 11 plan of
reorganization or liquidation.

In addition, FTI will be reimbursed of its actual and reasonable
expenses incurred in the performance of the contemplated
services.

FTI and its affiliates, and their directors, officers,
shareholders, employees, agents and controlling persons, will be
indemnified and held harmless by the Debtors to the fullest
extent lawful, from and against any and all losses, claims,
damages or liabilities, joint or several, arising out of or
related to the FTI Committee Engagement, any actions taken or
omitted to be taken by an indemnified party in connection with
FTI's provision of services to the Committee, or any transaction
or proposed transaction contemplated thereby.

In addition, the Indemnified Parties will be reimbursed for any
legal or other expenses reasonably incurred by them in respect
thereof at the time those expenses are incurred; provided,
however, that the Debtors will have no liability under the
indemnity and reimbursement agreement for any loss, claim, damage
or liability which is finally judicially determined to have
resulted from the willful misconduct, gross negligence, bad faith
or self-dealing of any Indemnified Party.

Andrew Scruton, a senior managing director with FTI Consulting,
assures the Court that his firm is a "disinterested person" as
the term is defined under Section 101(14) of the Bankruptcy Code.

                     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: Proposes Epiq as Subscription Agent
-------------------------------------------------------
In connection with the contemplated rights offering under their
Chapter 11 Plan, TerreStar Networks Inc. and its affiliates ask
the Bankruptcy Court to allow TerreStar Networks Inc. to employ
Epiq Bankruptcy Solutions LLC as subscription agent.

Epiq has significant experience in performing subscription
services in other large Chapter 11 cases, the TSN Debtors note.
They also relate that their DIP Financing Lender and Plan Sponsor
support the employment of Epiq as subscription agent.

As subscription agent, Epiq will:

  (a) consult with TSN and its counsel regarding the Rights
      Offering and documents needed for the Rights Offering;

  (b) review the relevant documents for procedural and timing
      issues, which documents may include the Solicitation
      Procedures Motion and corresponding Order, the Disclosure
      Statement, the Plan, the Subscription Form, and other
      documents;

  (c) coordinate with the TSN's financial advisor, who will
      provide the rights allocation for each Eligible Holder to
      subscribe;

  (d) serve as administrator of a subscription account for TSN;

  (e) prepare certificates of mailing for documents to be mailed
      by Epiq in connection with the Rights Offering;

  (f) handle requests for documents from parties-in-interest;

  (g) respond to telephone inquiries regarding the Rights
      Offering Procedures;

  (h) if requested to do so, establish a website for the posting
      of subscription documents;

  (i) receive and examine any Subscription Forms submitted by
      Eligible Holders;

  (j) confirm payments to the subscription account; and

  (k) undertake other duties as may be agreed upon by TSN
      and Epiq.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, asserts that the services to be provided by Epiq, as
Subscription Agent, and The Garden City Group, Inc., as the
Debtors' Claims Agent, are distinct and do not overlap.  Epiq is
being retained for the limited purpose of facilitating the Rights
Offering.  Accordingly, Mr. Dizengoff remains, Epiq, in its role
as the Subscription Agent, will not duplicate any services
already provided by the Claims Agent.

Subject to the Court's approval, TSN has agreed to compensate
Epiq for professional services to be rendered by the firm
according to these terms:

  a. Project fee of $10,000 plus hourly charges:

        Executive Director             $410 per hour
        Vice President                 $360 per hour
        Senior Consultant              $300 per hour
        Senior Case Manager            $225 to $275 per hour
        Case Manager (Level 2)         $185 to $220 per hour
        IT Programming Consultant      $140 to $180 per hour
        Case Manager (Level 1)         $125 to $175 per hour
        Clerical                       $40 to $60 per hour

  b. Costs for noticing for subscription mailing: $1.75 to $2.25
     per voting package and subject to a $750 minimum per class
     or issue; document hosting fee: $150 per month.

  c. Noticing to subscription parties: $0.50 to $0.65 per
     holder.

Jane Sullivan, an executive vice president of Epiq, assures the
Court that her firm is a "disinterested person" as term is
defined under Section 101(14) of the Bankruptcy Code.

                     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: Wins Nod for Blackstone as Fin'l Advisor
------------------------------------------------------------
TerreStar Networks Inc. and its units sought and obtained interim
permission from the U.S. Bankruptcy Court to employ Blackstone
Advisory Partners L.P. as their financial advisor nunc pro tunc to
the Petition Date.

Jeffrey Epstein, TerreStar Networks, Inc.'s president and chief
executive officer, relates that the Debtors selected Blackstone
in April 2010 after interviewing several other potential
candidates and considering the qualifications and proposed
compensation of each candidate.  He adds that the Debtors have
been working closely with the Advisor since that time and
Blackstone has become intimately familiar with the Debtors'
business, affairs, assets and contractual arrangements.

As the Debtors' financial advisor, Blackstone will:

  (a) assist in the evaluation of the Debtors' business and
      prospects;

  (b) assist in the development of the Debtors' long-term
      business plan and related financial projections;

  (c) assist in the development of financial data and
      presentations to the Debtors' Board of Directors, various
      creditors and other third parties;

  (d) analyze various restructuring scenarios and the potential
      impact of the scenarios on the recoveries of various
      stakeholders impacted by the restructuring;

  (e) provide strategic advice with regard to restructuring or
      refinancing the Debtors' obligations;

  (f) evaluate the Debtors' debt capacity and alternative
      capital structures;

  (g) participate in negotiations among the Debtors and their
      creditors, suppliers, lessors and other interested
      parties;

  (h) value securities offered by the Debtors in connection with
      a restructuring;

  (i) advise the Debtors and negotiate with lenders with respect
      to potential waivers or amendments of various debt
      instruments and preferred stock;

  (j) advise and assist the Debtors in evaluating a potential
      financing, contact potential sources of capital and assist
      the Debtors in negotiating and consummating financing;

  (k) analyze the Debtors' financial liquidity and evaluate
      alternatives to improve liquidity;

  (l) assist in arranging debtor-in-possession financing for the
      Debtors;

  (m) provide expert witness testimony concerning any financial
      advisory services provided by the Advisor;

  (n) provide general advice on asset sale alternatives; and

  (o) provide other advisory services as are customarily
      provided in connection with the analysis and negotiation
      of a restructuring as reasonably requested.

The Debtors propose to pay Blacstone's fees and compensate
necessary out-of-pocket expenses according to this fee structure:

  (a) A monthly advisory fee of $200,000.  One-half of each
      Monthly Fee in excess of the first $800,000 in monthly
      fees will be credited against the transaction fee;

  (b) A transaction fee equal to $8,400,000 payable upon the
      consummation of any restructuring pursuant to a bankruptcy
      proceeding;

  (c) A DIP financing fee of 1% of the face amount of any new
      DIP financing provided by a non-affiliate arranged by the
      Advisor;

  (d) A debt financing fee of 1% of the face amount of any new
      debt financing provided by a Non-Affiliate arranged by the
      Advisor in connection with a plan of reorganization;

  (e) An equity financing fee of 3% of the total amount of new
      equity financing provided by a non-affiliate and arranged
      by Blackstone in connection with a plan of reorganization;
      and

  (f) Reasonable out-of-pocket expenses in connection with the
      services provided.

Mr. Epstein reveals that before the Petition Date and under the
terms of its engagement, the Debtors paid Blackstone $1,317,054
for services rendered from April 2010 to October 2010 and for
related reasonable out-of-pocket expenses.

In connection with the engagement, the Debtors and Blackstone
also entered into an indemnification agreement, where the Debtors
agreed to indemnify and hold harmless Blackstone and its
affiliates and their partners, members, officers, directors,
employees and agents and each other person, if any, related to,
arising out of or in connection with the retention of the Advisor
by the Debtor.  Nevertheless, these conditions apply to the
parties' Indemnification Agreement:

  (a) All requests of Indemnified Persons for payment of
      indemnity, contribution or otherwise pursuant to the
      indemnification provisions of the Indemnification
      Agreement will be made by means of an interim or final fee
      application and will be subject to the approval of, and
      review by, the Court to ensure that the payment conforms
      to the terms of the Indemnification Agreement, the
      Bankruptcy Code, the Federal Rules of Bankruptcy
      Procedure, the Local Rules of Bankruptcy Procedure for the
      Southern District of New York and the orders of the Court
      and is reasonable based upon the circumstances of the
      litigation or settlement in respect of which indemnity is
      sought; provided, however, that in no event will an
      Indemnified Person be indemnified or receive contribution
      to the extent that any claim or expense has resulted from
      gross negligence or willful misconduct on the part of that
      or any other Indemnified Person.

  (b) In no event will an Indemnified Person be indemnified or
      receive contribution or other payment under the
      Indemnification Agreement if the Debtors, their estates,
      or the official committee of unsecured creditors assert a
      claim, to the extent that the Court determines by final
      order that the claim arose out of gross negligence, or
      willful misconduct on the part of that or any other
      Indemnified Person.

  (c) In the event an Indemnified Person seeks reimbursement for
      attorneys' fees from the Debtors pursuant to the
      Indemnification Agreement, the invoices and supporting
      time records from the attorneys will be annexed to
      Blackstone's own interim and final fee applications, and
      the invoices and time records will be subject to the U.S.
      Trustee Guidelines and the approval of the Court under the
      standards of Section 330 of the Bankruptcy Code without
      regard to whether the attorney has been retained under
      Section 327 of the Bankruptcy Code.

Stevin Zelin, a senior managing director of Blackstone, assures
the Court that his firm is a "disinterested person" as the term
is defined under Section 101(14) of the Bankruptcy Code.

                           *     *     *

The Court's interim order provides that the United States Trustee
retains all rights to respond or object to Blackstone's interim
and final applications for compensation and reimbursement of
expenses on all grounds including, but not limited to,
reasonableness pursuant to Section 330 of the Bankruptcy Code.  In
the event the U.S. Trustee objects to the firm's interim and final
applications the Court retains the right to review those
applications pursuant to Section 330.

None of the fees payable to Blackstone will constitute a "bonus"
or fee enhancement under applicable law, the Court clarified.

Blackstone has applied all of its prepetition retainer against
its prepetition fees and expenses and, as a result, no
prepetition retainer exists to credit toward postpetition fees
and expenses.  To the extent that any prepetition expenses arise,
Blackstone will waive all those expenses.

                     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)


TIB FINANCIAL: Reverse Stock Split Reduces Shares to 50,000,000
---------------------------------------------------------------
On December 14, 2010, TIB Financial Corp. filed with the Secretary
of State of Florida Articles of Amendment to the Company's
Restated Articles of Incorporation, which effected a reverse stock
split of the Company's issued and outstanding common stock, par
value $0.10 per share, at a ratio of 1:100, effective immediately
after the close of business on December 15, 2010.  The number of
authorized shares of Common Stock was correspondingly adjusted
from 5,000,000,000 shares to 50,000,000 shares.

As a result of the reverse stock split, every 100 shares of the
Company's Common Stock issued and outstanding immediately prior to
the effective time will be combined and reclassified into 1 share
of Common Stock.  The Company will not issue fractional shares of
Common Stock.  Fractional shares resulting from the reverse stock
split will be rounded up to the nearest whole share.

Trading of the Common Stock on the NASDAQ Global Select Market on
a split-adjusted basis is expected to begin at the open of trading
on December 16, 2010.  The Company's shares will continue to trade
on the NASDAQ Global Select Market under the symbol "TIBB" with
the letter "D" added to the end of the trading symbol for a period
of 20 trading days to indicate that the reverse stock split has
occurred.

                     About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp.
-- http://www.tibfinancialcorp.com/-- is a financial services
company with approximately $1.7 billion in total assets and 28
full-service banking offices throughout the Florida Keys,
Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and
Venice.  TIB Financial Corp. is also the parent company of Naples
Capital Advisors, Inc., a registered investment advisor with
approximately $169 million of assets under advisement.  TIB
Financial Corp., through its wholly owned subsidiaries, TIB Bank
and Naples Capital Advisors, Inc., serves the personal and
commercial banking and investment management needs of local
residents and businesses in its market areas.

                          *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
Crowe Horwath LLP, in Fort Lauderdale, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009, 2008 and 2007, primarily
from loan and investment impairments.  In addition, the Company's
bank subsidiary is operating under an informal agreement with bank
regulatory agencies that requires, among other provisions, higher
regulatory capital requirements.  The Bank did not meet the higher
capital requirement as of December 31, 2009, and therefore is not
in compliance with the regulatory agreement.  Failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.


TITAN INTERNATIONAL: S&P Affirms 'B+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Rating Services said that it has affirmed its
ratings, including the 'B+' corporate credit rating, on Titan
International Inc. and revised the outlook to stable from
negative.

"The outlook revision to stable reflects S&P's expectation that
Titan is likely to continue to show improving operating results
and credit measures in 2011, given good demand expectations in its
agricultural end market and increasing demand expectations in its
earthmoving end market" said Standard & Poor's credit analyst
Robyn Shapiro.

The ratings on Titan reflect the company's weak business risk
profile in the cyclical, wheel and tire industry, as well as the
competitive tire industry.  The business can be capital intensive,
which may create some barriers to entry.  S&P has also factored
the company's aggressive financial risk profile into the ratings.
Titan manufactures wheels and tires for off-highway vehicles,
primarily for the agriculture, construction, and mining
industries.  It derives a smaller proportion of revenue from the
consumer market.

The outlook is stable.  If weaker-than-expected performance causes
FFO to total debt to decline and remain below 10% for an extended
period or if liquidity becomes constrained, S&P could consider a
downgrade.  The company's business risk profile and S&P's
assessment of its financial policies as aggressive currently limit
upside rating potential.


TOXAWAY 64: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Toxaway 64 Investments, LLC
        15051 S. Tamiami Trail
        Fort Myers, FL 33908

Bankruptcy Case No.: 10-11429

Chapter 11 Petition Date: December 15, 2010

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: Edward C. Hay, Jr., Esq.
                  PITTS, HAY & HUGENSCHMIDT, P.A.
                  137 Biltmore Avenue
                  Asheville, NC 28801
                  Tel: (828) 255-8085
                  Fax: (828) 251-2760
                  E-mail: ehay@phhlawfirm.com

Scheduled Assets: $6,225,504

Scheduled Debts: $4,135,000

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncwb10-11429.pdf


TRAILER BRIDGE: S&P Affirms 'B-' Corporate Credit Rating
--------------------------------------------------------
Standard and Poors says Jacksonville, Fla.-based Trailer Bridge
Inc. is facing increasing refinancing and repricing risks with the
upcoming maturity of most of its outstanding debt in less than a
year.

S&P is affirming its ratings, including the 'B-' corporate credit
rating, on Trailer Bridge.  The outlook is negative.

The negative outlook reflects S&P's concerns over the nearing
maturity of the company's $82.5 million senior secured notes
maturing in November 2011 and the potential for a weakening of the
company's financial profile due to higher cash interest expense
payments and transactions fees if a refinancing is completed.

Standard & Poor's Ratings Services revised its outlook on Trailer
Bridge Inc. to negative from stable.

"The negative outlook reflects S&P's concerns over the nearing
maturity of the company's $82.5 million senior secured notes in
November 2011 and the potential for a weakening of the company's
financial profile due to higher cash interest expense payments and
transactions fees if a refinancing is completed--at a time when
revenues and earnings remaining vulnerable in a still-weak, albeit
improving, economic environment," said Standard & Poor's credit
analyst Funmi Afonja.  "As of Sept. 30, 2010, the company had an
outstanding balance of about $82.5 million under its senior
secured notes due November 2011.  These notes represent about 80%
of its reported debt--72% on a lease-adjusted basis."

The ratings on Trailer Bridge reflect its highly leveraged
financial profile, concentrated end-market demand, and
participation in the capital-intensive and competitive shipping
industry.  Positive credit factors include the less-cyclical
nature of demand for consumer staples that Trailer Bridge mostly
carries and barriers to entry due to the Jones Act (which
regulates intra-U.S. shipping).  S&P characterize Trailer Bridge's
business risk profile as vulnerable and its financial risk profile
as highly leveraged.

The negative outlook reflects S&P's increasing concerns over the
refinancing and repricing risks associated with the maturation of
its $82.5 million senior secured notes on Nov. 15, 2011.  The
notes represent the substantial majority of the company's
outstanding debt.  "S&P could lower the ratings if S&P believes
the company would not be able to complete a refinancing, if
earnings do not stabilize at the levels S&P expects, causing cash
flow pressures and liquidity constraints, or if it uses more than
$5 million under its revolver leaving limited room under the
springing financial covenants," Ms. Afonja continued.  "S&P could
revise the outlook back to stable if the company refinances the
notes and S&P believes its financial profile will not be
materially affected by any potential increase in cash interest
payments and transaction fees.  S&P believes that an upgrade is
unlikely due to substantial refinancing risks and the company's
highly leveraged financial profile."


TREETOPS OF PAGOSA: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Treetops Of Pagosa, LLC
        3700 C.R. 600
        Pagosa Springs, CO 81147

Bankruptcy Case No.: 10-41265

Chapter 11 Petition Date: December 15, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Cynthia T. Kennedy, Esq.
                  KENNEDY LAW FIRM
                  308 1/2 E. Simpson St.
                  Lafayette, CO 80026
                  Tel: (303) 604-1600
                  E-mail: ctk@kennedylawyer.com

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

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

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob10-41265.pdf

The petition was signed by Robert Henry, manager.


TRIBUNE CO: Bank Debt Trades at 32% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 68.23 cents-on-the-
dollar during the week ended Friday, December 17, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 2.06 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility.
The bank loan matures on May 17, 2013.  Moody's has withdrawn its
rating on the bank debt.  The loan is one of the biggest gainers
and losers among 193 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Friday.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

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


TRICO MARINE: Closes Sale of Trico Saber and Trico Star to Lewek
----------------------------------------------------------------
In a regulatory filing Friday, Trico Marine Services, Inc.,
discloses that on December 16, 2010, Trico Subsea Holding AS, a
Norwegian limited company and a wholly-owned subsidiary of the
Company, as seller, and Lewek Shipping Pte. Ltd., as buyer, closed
the sale of the Trico Sabre and Trico Star pursuant to that
certain memorandum of agreement dated November 10, 2010 (the
"Memorandum of Agreement"), under which Trico Subsea agreed to
sell the Trico Sabre and Trico Star vessels en bloc to Lewek
Shipping, or its nominee, for $52.3 million, free of all charters,
encumbrances, mortgages, and maritime liens or any other debts
whatsoever, on an "as is, where-is" basis.  The Trico Sabre and
Trico Star are both multi-purpose platform supply vessels that
were built in 2009 and 2010, respectively, at the Tebma Shipyards
Limited.

Trico Shipping AS plans to retain $20.0 million of the net sale
proceeds for working capital purposes and to apply the remainder
to redeem its its 11-7/8% Senior Secured Notes due 2014 and repay
debt under its working capital facility.  The proceeds used to
redeem the the Notes and repay debt under its working capital
facility will be applied 91.64% to redeem the Notes at par plus
accrued interest, without paying a make-whole premium, and 8.36%
to repay debt under the working capital facility, without paying a
prepayment premium.

                       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.



TRICO MARINE: Authorized Again to Sell Vessel Truckee River
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Trico Marine Services Inc. was authorized for a
second time to sell the vessel Truckee River for $950,000.  The
buyer is Riverman Nigeria Ltd.  A prior buyer failed to complete a
purchase the bankruptcy judge approved in October.  Trico is
closing down and selling all vessels associated with its towing
and supply business.

                        About Trico Marine

Based in The Woodlands, 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.


TWAIN CONDOMINIUMS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Twain Condominiums, LLC
        630 Trade Center Drive
        Las Vegas, NV 89119

Bankruptcy Case No.: 10-33323

Chapter 11 Petition Date: December 15, 2010

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

Judge: Linda B. Riegle

Debtor's Counsel: Thomas H. Fell, Esq.
                  GORDON SILVER ATTORNEYS AND COUNSELORS AT LAW
                  3960 Howard Hughes Parkway, 9th Floor
                  LAS VEGAS, NV 89169
                  Tel: (702) 796-5555
                  Fax: (702) 369-2666
                  E-mail: tfell@gordonsilver.com

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

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

The petition was signed by Roni Amid, manager.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Twain Condominiums Unit Owners     HOA                     $16,000
Association
16200 Addison Road, Suite 150
Addison, TX 75001

For Rent Magazine                  Vendor                   $4,732
75 Remittance Drive, Suite 1705
Chicago, IL 60675

Riccel Carpet Cleaning             Vendor                   $4,340
936 Viscanio Place
Las Vegas, NV 89138

James F. Lisowski Sr.              --                       $4,000

AZ Partsmaster, Inc.               Vendor                   $3,594

Christensen Law Offices LLC        Services                 $2,996

HD Supply Facilities Maintenance   Vendor                   $2,707

Leak Control Services, Inc         Vendor                   $1,960

Rice Silbey Reuther & Sullivan,    Services                 $1,295
LLP

Wilmar Industries Inc.             Vendor                   $1,202

Renters Legal Liability            --                       $1,188

D-Termination Pest Control         Vendor                   $1,160

Sherwin Williams                   Vendor                     $897

Ideal Flooring Installations       Vendor                     $474

Rent.Com                           Vendor                     $372

Fast Glass, Inc                    Vendor                     $363

Sparky s Sparkling Cleaning        Vendor                     $300
Services

Ellipse Communications, Inc.       Vendor                     $211

Sparking Clean Carpet Services     Vendor                     $180

Dan Bradley Glass Shop, Inc.       Vendor                     $170


UNITED AMERICAS: Closed; State Bank and Trust Assumes Deposits
--------------------------------------------------------------
United Americas Bank, National Association, of Atlanta, Ga., was
closed on Friday, December 17, 2010, by The Office of the
Comptroller of the Currency, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with State
Bank and Trust Company of Macon, Ga., to assume all of the
deposits of United Americas Bank, N.A.

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

As of September 30, 2010, United Americas Bank, N.A., had around
$242.3 million in total assets and $193.8 million in total
deposits.  State Bank and Trust Company did not pay the FDIC a
premium for the deposits of United Americas Bank, N.A.  In
addition to assuming all of the deposits of the failed bank, State
Bank and Trust Company agreed to purchase essentially all of the
assets.

The FDIC and State Bank and Trust Company entered into a loss-
share transaction on $195.8 million of United Americas Bank,
N.A.'s assets.  State Bank and Trust Company will share in the
losses on the asset pools covered under the loss-share agreement.
The loss-share transaction is projected to maximize returns on the
assets covered by keeping them in the private sector.  The
transaction also is expected to minimize disruptions for loan
customers.  For more information on loss share, please visit:

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

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-405-1498.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $75.8 million.  Compared to other alternatives, State Bank
and Trust Company's acquisition was the least costly resolution
for the FDIC's DIF.  United Americas Bank, N.A., is the 155th
FDIC-insured institution to fail in the nation this year, and the
21st in Georgia.  The last FDIC-insured institution closed in the
state was Appalachian Community Bank, F.S.B., McCaysville, earlier
on December 17.


UNITED MARITIME: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B' long-term corporate credit rating on United Maritime Group
LLC.  At the same time, S&P affirmed the 'B' rating on the
company's $200 million second-lien notes.  S&P revised its
recovery rating on the notes to '3' from '4', indicating its
expectation of a meaningful (50%-70%) recovery in a payment
default scenario.  The outlook is stable.

"The ratings on Tampa, Fla.-based United Maritime reflect the
firm's highly leveraged financial profile and participation in the
highly competitive and capital-intensive shipping industry," said
Standard & Poor's credit analyst Funmi Afonja.  "The ratings also
reflect its exposure to cyclical demand swings in certain end
markets and vulnerability to weather-related disruptions in
business operations.  United Maritime's solid market position in
U.S. domestic coastal and river dry bulk barge transportation,
relatively stable revenues under fixed-rate, long-term contracts,
and competitive barriers to entry under the Jones Act are positive
factors.  S&P characterize United Maritime's business risk profile
as weak and its financial risk profile as highly leveraged."

The stable outlook reflects S&P's expectations that the company
will maintain its financial profile over the next year, with
revenues and earnings supported by long-term contracts and cost-
cutting, and capital spending limited to maintenance levels.
Still, there is limited room in the ratings for deterioration in
the financial profile.  "If earnings decline due to rate or volume
pressures, causing FFO to total debt to fall to below 10%, or debt
to EBITDA to rise above 5.5x, S&P could lower the ratings.  S&P
considers an upgrade unlikely over the near term.  However, if FFO
to debt approached 20% on a sustained basis, S&P could raise the
rating," Ms. Afonja added.


USEC INC: Former Bechtel Chief Elected to Board of Directors
------------------------------------------------------------
USEC Inc.'s board of directors recently elected energy industry
veteran M. Richard Smith to the board, effective January 1,
2011.  Mr. Smith brings to USEC nearly 40 years of power industry
engineering, construction, project management and M&A experience.

"Rick Smith is a true leader in the energy industry in every sense
of the word," said Chairman James R. Mellor.  "Rick has a
successful history of overseeing the construction and operation of
large energy projects and possesses a global view of the industry.
We are honored to have someone of his stature join us, and we will
look to him for strategic guidance and advice as the company moves
forward in deploying the American Centrifuge Plant."

"I am excited to join a company on the cutting edge of an
important and growing market," said Mr. Smith.  "USEC is well
positioned to benefit from the worldwide growth of nuclear power,
and I look forward to helping the company succeed, grow and create
shareholder value."

Mr. Smith retired as president of Bechtel Fossil Power in 2007.
During his tenure, he managed Bechtel's global fossil power
engineering and construction business and more than $5 billion in
new construction work.  Before that, he was CEO of Intergen, a
Bechtel-Shell joint venture that operated and eventually sold 17
power plants in Europe, Asia and the Americas through four
transactions valued in excess of $2 billion.

Smith served in various senior management roles during his 30
years with Bechtel.  Over the course of his career, he managed
multiple power and energy projects and transactions totaling more
than $10 billion.

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


VALLECITO GAS: No Answer If Mineral Lease Transfer Violated Stay
----------------------------------------------------------------
WestLaw reports that material issues of fact existed as to whether
the good faith defense to the avoidance of a postpetition transfer
applied to the transfer, by a Chapter 11 debtor-lessee's assignee,
of an overriding royalty interest in a mineral lease that was
bankruptcy estate property, and thus whether the transfer fell
within an exception to the automatic stay.  These factual issues
precluded summary judgment for the trustee on the issue of whether
the transfer was void as violative of the automatic stay.  In re
Vallecito Gas, LLC, --- B.R. ----, 2010 WL 4777629 slip op.
<http://www.txnb.uscourts.gov/opinions/pdf/2010-3039-
117.pdf>http://www.txnb.uscourts.gov/opinions/pdf/2010-3039-
117.pdf (Bankr. N.D. Tex.) (Houser, J.).

Vallecito Gas, LLC -- http://www.vallecitogas.net/-- is located
in Dallas, Tex., and explores and exploits oil fields located
throughout the Mid-Continent region of the U.S.  Vallecito sought
chapter 11 protection (Bankr. N.D. Tex. Case No. 07-35674) on Nov.
14, 2007, estimating its assets at more than $1 million and its
debts at less than $1 million.

Harvey L. Morton serves as the Chapter 11 Trustee for Vallecito
Gas, LLC.  Mr. Morton has proposed a First Amended Plan of
Liquidation for the Debtor.  Essentially, the Plan provided that
the the debtor's New Mexico Mineral Lease (against which there are
a number of disputed competing claims) would be sold to Vision
Energy, LLC, in exchange for approximately $6.6 million in cash,
subject to certain terms and conditions, with the proceeds to be
distributed in accordance with the various settlements with the
relevant parties, who agreed to disclaim their alleged interests
in the Hogback Lease in order to permit the sale to Vision to
occur.  The Plan was confirmed on Mar. 17, 2009, but because of a
pending appeal, the Plan was not consummated.


VEBLEN WEST: Cash Collateral Use Hearing Today
----------------------------------------------
The Hon. Charles L. Nail, Jr., of the U.S. Bankruptcy Court for
the District of South Dakota has continued until today,
December 20, 2010, the hearing consider Veblen West Dairy LLP's
request to further access AgStar Financial Service, PCA and AgStar
Financial Services, FLCA's cash collateral.

AgStar requested for a second continuance of evidentiary hearing
and related deadlines on the Debtor's motion for use of cash
collateral.

The Debtor requested for an authorization to use the cash
collateral to fund its Chapter 11 case, pay suppliers and other
parties.

As adequate protection for the use of cash collateral, the Debtor
will:

   i) provide interest-only payments on AgStar's existing loans
      on a monthly basis;

  ii) grant AgStar replacement liens on all after-acquired
      collateral; and

iii) to operate its business to maximize the value of AgStar's
      collateral.

                         About Veblen West

Veblen West Dairy LLP, based in Veblen, S.D., operates a 4,000-cow
milking facility.  Veblen West sought Chapter 11 protection
(Bankr. D. S.D. Case No. 10-10071) on April 7, 2010.  Bryant D.
Tchida, Esq., at Leonard, Street and Deinard, P.A., in
Minneapolis, Minn., represents the Debtor.  The Debtor disclosed
$15.5 million in assets and $23.7 million in liabilities as of the
Chapter 11 filing.

The Dairy Dozen-Milnor, LLP, a related milking facility, also
sought chapter 11 protection (Bankr. D. N.D. Case No. 10-30377) on
April 7, 2010.  The Dairy Dozen-Thief River Falls, LLP, another
related entity, sought Chapter 11 protection (Bankr. D. Minn. Case
No. 10-60438) on April 7, 2010, and that case has been converted
to a Chapter 7 liquidation proceeding.  Two additional related
entities filed Chapter 11 petitions on July 2, 2010 -- Veblen East
Dairy Limited Partnership (Bankr. D. S.D. Case No. 10-10146) and
The Dairy Dozen-Veblen, LLP (Bankr. D. S.D. Case No. 10-10147).


VEBLEN WEST: Equity Owners Withdraw Proposed Plan
-------------------------------------------------
Certain equity owners of Veblen West Dairy LLP, according to a
court docket entry, had withdrawn their plan and disclosure
statement without any opposition from other parties-in-interest.

As reported in the Troubled Company Reporter on October 14, 2010,
15 members, with over 83% of the ownership interests of Veblen
West, have filed a proposed plan for the Debtor.  The equity
owners are Aaron Anderson, Duayne Baldwin, Jordan Hill, Jay Hill,
Rick Millner, Denny Pherson, Wayne Viessman, Doug Viessman, David
Viessman, Randy Viessman, Terry Viessman, Michael Wyum, Wyum
Trust, Steve Wyum, and Mark Wyum.  According to the Disclosure
Statement, the Plan promises to pay its unsecured creditors 100%
of their Allowed Claims, over time, without interest.  The equity
owners' Plan will be funded by a number of income streams.

                         About Veblen West

Veblen West Dairy LLP, based in Veblen, S.D., operates a 4,000-cow
milking facility.  Veblen West sought Chapter 11 protection
(Bankr. D. S.D. Case No. 10-10071) on April 7, 2010.  Bryant D.
Tchida, Esq., at Leonard, Street and Deinard, P.A., in
Minneapolis, Minn., represents the Debtor.  The Debtor disclosed
$15.5 million in assets and $23.7 million in liabilities as of the
Chapter 11 filing.

The Dairy Dozen-Milnor, LLP, a related milking facility, also
sought chapter 11 protection (Bankr. D. N.D. Case No. 10-30377) on
April 7, 2010.  The Dairy Dozen-Thief River Falls, LLP, another
related entity, sought Chapter 11 protection (Bankr. D. Minn. Case
No. 10-60438) on April 7, 2010, and that case has been converted
to a Chapter 7 liquidation proceeding.  Two additional related
entities filed Chapter 11 petitions on July 2, 2010 -- Veblen East
Dairy Limited Partnership (Bankr. D. S.D. Case No. 10-10146) and
The Dairy Dozen-Veblen, LLP (Bankr. D. S.D. Case No. 10-10147)


VERENIUM CORP: To Issue 2-Mil. Shares Under Incentive Plan
----------------------------------------------------------
Verenium Corporation filed a registration statement on Form S-8
with the Securities and Exchange Commission covering the offering
of up to 2,000,000 shares of the Company's Common Stock, $0.001
par value per share, issuable pursuant to the Verenium Corporation
2010 Equity Incentive Plan.

Cooley LLP has opined as to the legality of the shares of common
stock being offered by this registration statement on Form S-8.

A copy of the Form S-8 is available for free at:

               http://ResearchArchives.com/t/s?70e3

                     About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/--  is a pioneer in the development and
commercialization of high-performance enzymes for use in
industrial processes.  Verenium currently sells enzymes developed
using its R&D capabilities to industrial customers globally for
use in markets including biofuels, animal health and oil seed
processing

The Company's balance sheet at Sept. 30, 2010, showed
$113.12 million in total assets, $107.49 million in total
liabilities, and stockholders' equity of $5.63 million.

As reported in the Troubled Company Reporter on March 19, 2010,
Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
operating losses and accumulated deficit of $630.0 million at
December 31, 2009.


VERENIUM CORP: Reports 2010 Business Update and 2011 Outlook
------------------------------------------------------------
Verenium Corporation announced key 2010 accomplishments and 2011
Company goals and financial guidance.

"2010 has been a significant year of transition for Verenium as we
moved from being biofuels oriented to being focused on building
the next leading industrial enzymes company," said Carlos Riva,
Chief Executive Officer at Verenium.  "We believe we are now well
positioned -- both operationally and financially -- to execute on
our business plan and to achieve our goals."

                          2010 Highlights

* Financial:

   -- Successfully raised $98.3M and reduced operating losses
      through the sale of assets to BP;

   -- Repurchased $21M of convertible notes, extinguishing all
      remaining 8% notes; and

   -- Are on track to achieve revenue and gross margin targets for
      2010.

* Financial Guidance for 2011

   -- Revenue: $55 - $60M
   -- Product Gross Margin: $21 - $24M
   -- R&D: $14 - $16M
   -- SG&A: $19 - $21M

Planned capital investments for the commercial business, including
manufacturing debottlenecking, are expected to be between $4 and
$6M.  In addition, the Company expects to spend up to $10M to
build out a new San Diego, California, facility over the next two
years and is exploring opportunities for spreading the capital
expenditure over a longer period of time.

"The guidance we are providing today lays out the solid growth in
both revenue and gross margin that we believe we can generate from
our commercial portfolio now that we have the ability to make the
investments required for its development.  Further, we are
managing both R&D and SG&A expenses to a level that we believe is
more sustainable for the Company moving forward," said James
Levine, Chief Financial Officer at Verenium.  "Importantly, taken
together, we believe these steps demonstrate our focus on
advancing our pipeline products to commercial status and achieving
profitability."

                   About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/--  is a pioneer in the development and
commercialization of high-performance enzymes for use in
industrial processes.  Verenium currently sells enzymes developed
using its R&D capabilities to industrial customers globally for
use in markets including biofuels, animal health and oil seed
processing

The Company's balance sheet at Sept. 30, 2010, showed
$113.12 million in total assets, $107.49 million in total
liabilities, and stockholders' equity of $5.63 million.

As reported in the Troubled Company Reporter on March 19, 2010,
Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
operating losses and accumulated deficit of $630.0 million at
December 31, 2009.


VITRO SAB: Wins Victory Over Noteholders in New York Court
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB won a victory in New York state court
against dissident bondholders.  The state-court judge dissolved an
attachment she issued this month that prevented Vitro from
completing a swap with holders of $44 million in notes who
tendered their debt.  The judge ruled that the property located in
New York was debt, not assets, and therefore couldn't be attached.

Mr. Rochelle relates that the state judge stayed her ruling until
the end of the day December 17 so noteholders could ask for a
longer stay from the appellate court.  The attachment was made in
a lawsuit where some noteholders are suing to recover defaulted
principal and interest.

                         About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of Ps. 23,991
million ($1.837 billion).

Vitro has launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer will be consummated with
a bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
The offer was to expire December 7.

Noteholders who oppose the exchange, namely Knighthead Master
Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- commenced involuntary bankruptcy cases
under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset
Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other
affiliates on November 17, 2010.

Vitro has engaged Susman Godfrey, L.L.P. as U.S. special
litigation Counsel to analyze the potential rights that Vitro
may exercise in the United States against the ad hoc group of
dissident bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately $650 million of the Senior
Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the
Chapter 11 petitioners, although the group has expressed concerns
over the exchange offer.  The group says the exchange offer
exposes Noteholders who consent to potential adverse consequences
that have not been disclosed by Vitro.  The group is represented
by John Cunningham, Esq., and Richard Kebrdle, Esq. at White &
Case LLP.

Vitro, S.A.B de C.V. filed for Chapter 15 bankruptcy (Bankr.
S.D.N.Y. Case No. 10-16619) in Manhattan on Tuesday to seek U.S.
recognition and deference to its bankruptcy proceedings in Mexico.

Vitro SAB on December 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, thereby commencing
its voluntary concurso mercantil proceedings. Vitro SAB believes
that, as a result of the implementation of the Concurso Plan
through the Mexican Proceeding, the holders of the Restructured
Debt will recover 68% to 75% of the face value of their respective
claims.

Alejandro Francisco Sanchez-Mujica, as foreign representative of
Vitro, is asking the U.S. Bankruptcy Court to enter an order
recognizing the Mexican Proceeding as "foreign main proceeding"
pursuant to 11 U.S.C. Secs. 1515 and 1517.


WASTE2ENERGY HOLDINGS: Misses $75,000 Principal Due December
------------------------------------------------------------
On December 11, 2010, a total of $75,000 of principal amount of
the Waste2Energy Holdings Inc.'s 12% Senior Convertible Debentures
became due.

The Company did not make the required payment on the Maturity Date
or by the cure period provided by the Debentures and as result an
Event of Default under the Debentures has occurred.  As a result
of the Event of Default, the outstanding principal amount of the
Debentures plus accrued but unpaid interest, liquidated damages
and other amounts owing in respect thereof through the date of the
acceleration shall become at the election of the holder of the
Debenture immediately due and payable in cash at the Mandatory
Default Amount.

Commencing 5 days after the occurrence of any Event of Default
that results in the eventual acceleration of the Debenture, the
interest rate on the Debenture shall accrue at an interest rate
equal to the lesser of 17% per annum or the maximum rate permitted
under applicable law.  As used in the Debentures, Mandatory
Default Amount means the sum of (a) the outstanding principal
amount of the Debenture, plus all accrued and unpaid interest
hereon, divided by the Conversion Price of the Debenture on the
date the Mandatory Default Amount is either (A) demanded (if
demand or notice is required to create an Event of Default) or
otherwise due or (B) paid in full, whichever has a lower
Conversion Price, multiplied by the VWAP on the date the Mandatory
Default Amount is either (x) demanded or otherwise due or (y) paid
in full, whichever has a higher VWAP, and (b) all other amounts,
costs, expenses and liquidated damages due in respect of this
Debenture.  Subject to the terms of the Debenture, the VWAP is the
most recent bid price per share of the Common Stock reported in
the "Pink Sheet" published by Pink OTC Markets Inc.

                  About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

As reported in the Troubled Company Reporter on July 19, 2010,
Marcum LLP, in New York, expressed substantial doubt the Company's
ability to continue as a going concern, following its results for
the fiscal year ended March 31, 2010.  The independent auditors
noted that the Company has incurred a significant loss from
continuing operations of $11.7 million and used cash of
$5.2 million for continuing operations which resulted in an
accumulated deficit of $30.4 million and a working capital
deficiency of $6.6 million as of March 31, 2010.

                              Default

On October 30, 2010, a total of $87,500 of principal amount of the
Company's 12% Senior Convertible Debentures became due.  On
November 2, 2010, $40,000 of principal amount of the Debentures
became due.  The Company did not make the required payment on the
maturity date or by the cure period provided by the Debentures and
as result an Event of Default under the Debentures has occurred.
As a result of the Event of Default, the outstanding principal
amount of the Debentures plus accrued but unpaid interest,
liquidated damages and other amounts owing in respect thereof
through the date of the acceleration will become at the election
of the holder of the Debenture immediately due and payable in cash
at the Mandatory Default Amount.


WASTE2ENERGY HOLDINGS: Sells $83,000 Notes in Private Placement
---------------------------------------------------------------
On December 10, 2010, Waste2Energy Holdings, Inc., sold in a
private placement a $83,000 12% Subordinated Convertible
Debenture.

The Debenture pays interest at a rate of 12%, which will be paid
quarterly and is convertible into the Company's Common Stock at
$.50 per share.  The maturity date of the Debenture is December
10, 2011.  The Company, the placement agent and Sichenzia Ross
Friedman Ference LLP have entered into an escrow agreement,
pursuant to which an amount equal to the interest payable on the
Debenture sold in the Private Placement has been placed into
escrow with the Escrow Agent and will be paid in accordance with
the terms of the Escrow Agreement.

Events of Default under the Debentures include but are not limited
to the following:

   i) any default in the payment of (A) the principal amount of
      any Debenture or (B) interest, liquidated damages and other
      amounts owing to a Holder on any Debenture, as and when the
      same shall become due and payable which default, solely in
      the case of an interest payment or other default under
      clauses (A) and (B) above, is not cured within 7 days;

  ii) a default or event of default shall occur under  the
      Subscription Agreement;

iii) any representation or warranty made in the Debenture or the
      Subscription Agreement, any written statement pursuant
      thereto or any other report, financial statement or
      certificate made or delivered to the Holder or any other
      Holder shall be untrue or incorrect in any material respect
      as of the date when made or deemed made; or

  iv) the Company or any Significant Subsidiary other than
      Enerwaste Europe shall be subject to a Bankruptcy Event.

If an Event of Default occurs, the outstanding Principal Amount of
the Debentures, plus liquidated damages and other amounts owing in
respect thereof through the date of acceleration, shall become, at
the Holder's election, immediately due and payable in cash at the
Mandatory Default Amount.  Commencing five days after the
occurrence of any event of default that results in the eventual
acceleration of the Debentures, the interest rate on the
Debentures shall accrue at a rate equal to the lesser of 17% per
annum or the maximum rate permitted under applicable law.

The Mandatory Default Amount means the sum of (a) the outstanding
principal amount of the Debenture, plus all accrued and unpaid
interest, divided by the Conversion Price on the date the
Mandatory Default Amount is either (A) demanded or otherwise due
or (B) paid in full, whichever has a lower Conversion Price,
multiplied by the VWAP on the date the Mandatory Default Amount is
either (x) demanded or otherwise due or (y) paid in full,
whichever has a higher VWAP, and (b) all other amounts, costs,
expenses and liquidated damages due in respect of the Debenture.

In connection with the sale of the Debentures, the Company also
issued warrants to purchase an aggregate of 83,000 shares of the
Company's common stock at an exercise price of $.50 per share.
The warrants terminate on December 10, 2013.

A registered broker-dealer and a member of the Financial Industry
Regulatory Authority was retained as the exclusive placement agent
for the Private Placement and was paid a commission of 10% of the
gross proceeds from the sale of the Debenture and a non-
accountable expense allowance of 3% of the gross proceeds from the
sale of the Debenture.

Upon each exercise of the Warrants, the broker-dealer will receive
a 10% commission and a 3% non-accountable expense allowance, and
will also be issued a three-year warrant exercisable to purchase
such number of shares of Common Stock, at $.50 per share, equal to
4.5% of the number of shares issued pursuant to the exercise of
the Warrants.

The placement agent will also be issued a warrant to purchase up
to 0.0375% of the fully-diluted outstanding shares of the
Company's Common Stock, exercisable at a price of $0.01 per share.

In connection with the Private Placement, the Company relied upon
the exemption from securities registration afforded by Rule 506 of
Regulation D as promulgated by the SEC under the Securities Act of
1933, as amended and Section 4(2) of the Securities Act.  No
advertising or general solicitation was employed in offering the
securities.  The offerings and sales were made to a limited number
of persons, all of whom were "accredited investors," and transfer
was restricted by the Company in accordance with the requirements
of the Securities Act.

                  About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

As reported in the Troubled Company Reporter on July 19, 2010,
Marcum LLP, in New York, expressed substantial doubt the Company's
ability to continue as a going concern, following its results for
the fiscal year ended March 31, 2010.  The independent auditors
noted that the Company has incurred a significant loss from
continuing operations of $11.7 million and used cash of
$5.2 million for continuing operations which resulted in an
accumulated deficit of $30.4 million and a working capital
deficiency of $6.6 million as of March 31, 2010.

                              Default

On October 30, 2010, a total of $87,500 of principal amount of the
Company's 12% Senior Convertible Debentures became due.  On
November 2, 2010, $40,000 of principal amount of the Debentures
became due.  The Company did not make the required payment on the
maturity date or by the cure period provided by the Debentures and
as result an Event of Default under the Debentures has occurred.
As a result of the Event of Default, the outstanding principal
amount of the Debentures plus accrued but unpaid interest,
liquidated damages and other amounts owing in respect thereof
through the date of the acceleration will become at the election
of the holder of the Debenture immediately due and payable in cash
at the Mandatory Default Amount.


WILDERNESS CROSSINGS: U.S. Trustee's Conversion Request Rejected
----------------------------------------------------------------
WestLaw reports that a proposed new lender's wire transfer into an
attorney trust account of more than $2,300,000 to be used to buy,
at a discount, the secured claims of the debtors' former
construction and equipment lenders, an agreement by the Internal
Revenue Service to discount its claim by waiving the right to
approximately $54,000 in penalties, and substantial creditor
support for the related debtors' reorganization established
unusual circumstances showing that the conversion of the debtors'
Chapter 11 cases to Chapter 7 was not in the best interests of the
creditors and estates.  Thus, the denial of motions to convert by
the United States Trustee was warranted, despite the debtors'
concession that cause existed for conversion.  In re Wilderness
Crossings, LLC, --- B.R. ----, 2010 WL 4977135, slip op.
http://www.miwb.uscourts.gov/Opinions/pdfs/098011482406[1].pdf
(Bankr. W.D. Mich.) (Dales, J.).

The Honorable Scott W. Dales says that he "applauds the UST's
vigilance in monitoring Chapter 11 bankruptcy proceedings and
exercising its prerogative to seek conversion of cases from
Chapter 11 to Chapter 7 when post-petition operations threaten to
create secondary insolvency or promise no realistic prospect for
reorganization.  In this case, however, after interrogating
counsel at the conversion hearing, and after learning from the
IRS's counsel that the Debtors' post-petition tax obligations are
current, the court is less concerned about secondary insolvency.
In other words, Debtors' counsel has satisfied the court that the
Debtors are meeting post-petition payment obligations to the
United States and other post-petition creditors.  Moreover, the
testimony established significant opposition to conversion from
secured and unsecured creditors alike, entities with more at stake
in this proceeding than the UST's admittedly significant duty to
ensure fidelity to the Bankruptcy Code and Rules."

Wilderness Crossings, LLC, dba Wild Pony Saloon, runs a bowling
alley and indoor family entertainment business located in Grawn,
Mich., and sought chapter 11 protection (Bankr. W.D. Mich. Case
No. 09-14547) on Dec. 14, 2009.  Robert A. Stariha, Esq., at
Stariha Law Offices, P.C., in Fremont, Mich., represents the
Debtor.  At the time of the filing, the Debtor estimated its
assets and debts at less than $10 million.  KL Investments, LLC,
which owns the real estate on which the entertainment center is
located, also sought chapter 11 protection (Bankr. W.D. Mich. Case
No. 09-14548) on Dec. 14, 2009, and is represented by Wilderness
Crossings' counsel.


WORKFLOW MANAGEMENT: Has Cash Use, Disclosure Hearing for Jan. 13
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Workflow Management Inc. was given final approval
yesterday to use cash representing collateral for the claims of
secured lenders.  The agreement for use of cash requires approval
by Jan. 18 of a disclosure statement explaining the Chapter 11
plan.

Mr. Rochelle relates that the bankruptcy judged scheduled a Jan.
13 hearing to approve the disclosure statement.  A motion by the
lenders to terminate Workflow's exclusive plan-filing rights was
pushed back to the same hearing.  The agents for the first-and
second-lien lenders are Credit Suisse AG, Cayman Islands Branch,
and Silver Point Finance LLC.  The lenders previously said that
Workflow's plan is fatally defective because it would leave the
company insolvent and encumbered with more debt than before.

As reported in the Dec. 17, 2010 edition of the Troubled Company
Reporter, 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

                      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.


* Moody's Low-Rated Junk Companies Have $109-Bil. in Maturities
---------------------------------------------------------------
The 182 companies with corporate rating of B3 or lower have
$109.7 billion in debt maturing from 2011 to 2015, according to a
Dec. 15 report from Moody's Investors Service, Bill Rochelle, the
bankruptcy columnist for Bloomberg News reports.  Moody's reported
that the peak comes in 2014, when maturities in the category
exceed $40 billion. Less than $5 billion is maturing in 2011,
Moody's said.

Previously, more debt was maturing in 2011. Improving credit
markets allowed companies to refinance. Moody's didn't estimate
how much of the later-maturing debt may be refinanced if credit
markets remain the same.


* S&P's Says Global Corporate Defaults Now 76 After A&P Demise
--------------------------------------------------------------
U.S.-based grocery store operator Great Atlantic & Pacific Tea Co.
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
last week.  This raises the year-to-date 2010 global corporate
default tally to 76, said an article published December 17 by
Standard & Poor's.

By region, the current year-to-date default tallies are 53 in the
U.S., three in Europe, nine in the emerging markets, and 11 in the
other developed region (Australia, Canada, Japan, and New
Zealand), according to the article, titled "Global Corporate
Default Update (Dec. 10 - 16, 2010) (Premium)."

So far this year, missed interest or principal payments are
responsible for 27 defaults, Chapter 11 and foreign bankruptcy
filings account for 24, distressed exchanges account for 20,
receiverships are responsible for three, and regulatory directives
and administration account for one default each.

Of the global corporate defaulters in 2010, 41% of issues with
available recovery ratings had recovery ratings of '6' (indicating
our expectation for negligible recovery of 0% to 10%), 10% of the
issues had recovery ratings of '5' (modest recovery prospects of
10% to 30%), 11% had recovery ratings of '4' (average recovery
prospects of 30% to 50%), and 15% had recovery ratings of
'3' (meaningful recovery prospects of 50% to 70%).  And for the
remaining two rating categories, 13% of the issues had recovery
ratings of '2' (substantial recovery prospects of 70% to 90%) and
10% had recovery ratings of '1' (very high recovery prospects of
90% to 100%).


* Bank Failures Reach 157 This Year as 6 More Lenders Close
-----------------------------------------------------------
On December 17, regulators shuttered, and the Federal Deposit
Insurance Corp. took over, six banks holding a total of $1.23
billion in assets, including three in Georgia and one each in
Arkansas, Minnesota and Florida.  The six closures Friday cost the
FDIC's deposit-insurance fund a total of $267.6 million.

Real-estate losses have driven this year's bank failures to 157.
Regulators have closed 322 banks since the start of 2008.

"We're over the hump in terms of number of failures and the
average size, and potentially in the cost of them," Bert Ely, a
banking consultant in Alexandria, Virginia, said in an interview
with Bloomberg News.  The crisis is "far from over but we're
making headway."

This week's failures may be the final closures for 2010 because
regulators seldom shut down banks on holiday weekends, Mr. Ely
said.  The next two Fridays are Christmas Eve, a market holiday in
the U.S., and New Year's Eve.

More than 500 banks may fail before the cycle that started in 2007
comes to a close, "given the severity of the problems and the
prolonged nature of the recovery," Mr. Ely said.

The largest failure Friday was Coral Gables, Florida-based Bank of
Miami, which was purchased by 1st United Bancorp of Boca Raton,
the FDIC said.  1st United picked up almost $375 million in
deposits, more than $442 million in assets and three branches.

"Their deposits are safe, FDIC-insured, and readily accessible,"
1st United Chief Executive Officer Rudy Schupp said in a
statement.  "Customers will be able to conduct business as usual
at their existing branch locations with their familiar banking
associates."

Three banks in Georgia were shuttered, the largest was Chestatee
State Bank of Dawsonville, the FDIC said.  Little Rock, Arkansas-
based Bank of the Ozarks Inc. added about $240 million in deposits
and four branches with the Chestatee purchase.  According to
Bloomberg, Bank of the Ozarks rose to a record close of $42.60
Friday in Nasdaq Stock Market trading.  It has surged 46 percent
this year.  This is the lender's fourth failed-bank purchase this
year, according to FDIC data.

                       2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                   Loss-Share
                                 Transaction Party     FDIC Cost
                     Assets of    Bank That Assumed   to Insurance
                    Closed Bank  Deposits & Bought      Fund
   Closed Bank       (millions)   Certain Assets       (millions)
   -----------       ----------   --------------      -----------
The Bank of Miami       $448.2    1st United Bank          $64.0
Appalachian Commun.      $68.2    Peoples Bank             $26.0
United Americas Bank    $242.3    State Bank and Trust     $75.8
Community National Bank  $31.6    Farmers & Merchants       $3.7
First Southern Bank     $191.8    Southern Bank            $22.8
Chestatee State Bank    $244.4    Bank of the Ozarks       $75.3

Earthstar Bank          $112.6    Polonia Bank             $22.9
Paramount Bank          $252.7    Level One Bank           $90.2
Gulf State Community    $112.1    Centennial Bank          $42.7
First Banking Center    $750.7    First Michigan Bank     $142.6
Allegiance Bank         $106.6    VIST Bank                $14.2
Darby Bank & Trust      $654.7    Ameris Bank             $136.2
Copper Star Bank        $204.0    Stearns Bank             $43.6
Tifton Banking          $143.7    Ameris Bank              $24.6
Western Commercial       $98.6    California Bank          $25.2
First Vietnamese         $48.0    Grandpoint Bank           $9.6
Pierce Commercial       $221.1    Heritage Bank            $21.3
K Bank                  $538.3    Manufacturers & Traders $198.4
The Gordon Bank          $29.4    Morris Bank               $9.0
Progress Bank of Fla.   $110.7    Bay Cities Bank          $25.0
First Arizona           $272.2    No Acquirer              $32.8
First Bank of Jack.      $81.0    Ameris Bank              $16.2
Hillcrest Bank, KS    $1,650.0    Hillcrest Bank, N.A.    $329.7
First Suburban          $148.7    Seaway Bank and Trust    $31.4
First Nat'l of Barn.    $131.4    United Bank              $33.9
Premier Bank          $1,180.0    Providence Bank.        $406.9
WestBridge Bank          $91.5    Midland States Bank      $18.7
Security Savings Bank   $508.4    Simmons First            $82.2
Wakulla Bank            $424.1    Centennial Bank         $113.4
Shoreline Bank          $104.2    GBC International        $41.4
Haven Trust Bank        $148.6    First Southern           $31.9
North County Bank       $288.8    Whidbey Island           $72.8
First Commerce          $248.2    Community & Southern     $71.4
Bank of Ellijay         $168.8    Community & Southern     $55.2
Bramble Savings Bank     $47.5    Foundation Bank          $14.6
Maritime Savings Bank   $350.5    North Shore Bank         $83.6
The Peoples Bank        $447.2    Community & Southern     $98.9
ISN Bank                 $81.6    Customers Bank           $23.9
Horizon Bank            $187.8    Bank of the Ozarks       $58.9
Los Padres Bank         $870.4    Pacific Western           $8.7
Pacific State Bank      $312.1    Rabobank, N.A.           $32.6
ShoreBank             $2,160.0    Urban Partnership       $367.7
Butte Community Bank    $498.8    Rabobank, N.A.           $17.4
Sonoma Valley Bank      $337.1    Westamerica Bank         $10.1
Imperial Savings & Loan   $9.4    River Community           $3.5
Community National       $67.9    CenterState Bank of Fla. $10.3
Independent National    $156.2    CenterState Bank of Fla. $23.2
Palos Bank and Trust    $493.4    First Midwest Bank       $72.0
Ravenswood Bank         $264.6    Northbrook Bank & Trust  $68.1
Northwest Bank & Trust  $167.7    State Bank and Trust     $39.8
Bayside Savings Bank     $66.1    Centennial Bank, Conway  $16.2
Coastal Community Bank  $362.9    Centennial Bank, Conway  $94.5
The Cowlitz Bank        $529.3    Heritage Bank            $68.9
LibertyBank             $768.2    Home Federal Bank       $115.3
The Cowlitz Bank        $529.3    Heritage Bank            $68.9
Coastal Community       $372.9    Centennial Bank          $94.5
Bayside Savings          $66.1    Centennial Bank          $16.2
NorthWest Bank          $167.7    State Bank and Trust     $39.8
Williamsburg First      $139.3    First Citizens Bank       $8.8
Thunder Bank, Sylvan     $32.6    The Bennington State      $4.5
Community Security      $108.0    Roundbank, Waseca        $18.6
Crescent Bank         $1,010.0    Renasant Bank           $242.4
Sterling Bank           $407.9    IBERIABANK               $45.5
Home Valley Bank        $251.8    South Valley Bank        $37.1
SouthwestUSA Bank       $214.0    Plaza Bank, Irvine       $74.1
Turnberry Bank          $263.9    NAFH National            $34.4
First National Bank     $682.0    NAFH National            $74.9
Mainstreet Savings       $97.4    Commercial Bank          $11.4
Woodlands Bank          $376.2    Bank of the Ozarks      $115.0
Metro Bank of Dade      $442.3    NAFH National            $67.6
Olde Cypress Community  $168.7    CenterState Bank         $31.5
USA Bank, Port Chester  $193.3    New Century Bank         $61.7
Bay National Bank       $282.2    Bay Bank, FSB            $17.4
Ideal Federal Savings     $6.3    -- None --                $2.1
Home National Bank      $644.5    RCB Bank, Claremore      $78.7
First National          $252.5    The Savannah Bank        $68.9
High Desert              $80.3    First American           $20.9
Peninsula Bank          $644.3    Premier American        $194.8
Nevada Security Bank    $480.3    Umpqua Bank              $80.9
Washington First        $520.9    East West Bank          $158.4
TierOne Bank          $2,800.0    Great Western Bank      $297.8
Arcola Homestead         $17.0    -- None --                $3.2
First National Bank      $60.4    Jefferson Bank           $12.6
Sun West Bank           $360.7    City National Bank       $96.7
Granite Community       $102.9    Tri Counties Bank        $17.3
Bank of Fla- Southeast  $595.3    EverBank                 $71.4
Bank of Fla- Southwest  $559.9    EverBank                 $91.3
Bank of Fla- Tampa Bay  $245.2    EverBank                 $40.3
Pinehurst Bank           $61.2    Coulee Bank               $6.0
Southwest Community      $96.6    Simmons First Nat'l      $29.0
New Liberty Bank        $109.1    Bank of Ann Arbor        $25.0
Satilla Community Bank  $135.7    Ameris Bank              $31.3
Midwest Bank & Trust  $3,170.0    Firstmerit Bank         $216.4
1st Pacific Bank        $335.8    City National Bank       $87.7
Access Bank              $32.0    PrinsBank, Prinsburg      $5.5
Towne Bank of Ariz      $120.2    Commerce Bank            $41.8
The Bank of Bonifay     $242.9    First Federal Bank       $78.7
Frontier Bank         $3,500.0    Union Bank, NA        $1,370.0
BC National Banks        $67.2    Community First          $11.4
Champion Bank           $187.3    BankLiberty              $52.7
CF Bancorp            $1,650.0    First Michigan Bank     $615.3
Westernbank PR       $11,940.0    Banco Popular de PR   $3,310.0
R-G Premier Bank      $5,920.0    Scotiabank de PR      $1,230.0
Eurobank, SJ, PR      $2,560.0    Oriental Bank & Trust   $743.9
Lincoln Park Savings    $199.9    Northbrook Bank          $48.4
Peotone Bank            $130.2    First Midwest            $31.7
Wheatland Bank          $437.2    Wheaton Bank            $133.0
New Century Bank        $485.6    MB Financial            $125.3
Citizens Bank&Trust      $77.3    Republic Bank            $20.9
Broadway Bank         $1,200.0    MB Financial            $394.3
Amcore Bank           $3,800.0    Harris                  $220.3
Lakeside Community       $53.0    People's United          $11.2
Innovative Bank         $268.9    Center Bank              $37.8
City Bank             $1,130.0    Whidbey Island          $323.4
Butler Bank             $233.2    People's United          $22.9
AmericanFirst Bank       $90.5    TD Bank, N.A.            $10.5
First Federal           $393.3    TD Bank, N.A.             $6.0
Riverside National    $3,420.0    TD Bank, N.A.           $491.8
Tamalpais Bank          $628.9    Union Bank, N.A.         $81.1
Beach First National    $585.1    Bank of NC              $130.3
McIntosh Commercial     $362.9    CharterBank, West Point $123.3
Desert Hills Bank       $496.6    New York Community Bank $106.7
Unity National Bank     $292.2    Bank of the Ozarks       $67.2
Key West Bank            $88.0    Centennial Bank          $23.1
State Bank of Aurora     $28.2    Northern State Bank       $4.2
First Lowndes Bank      $137.2    First Citizens Bank      $38.3
Bank of Hiawassee       $377.8    Citizens South Bank     $137.7
Appalachian Community $1,010.0    Community & Southern    $419.3
Advanta Bank Corp.    $1,600.0    - None -                $635.6
Century Security         $96.5    Bank of Upson            $29.9
American National        $70.3    National Bank and Trust  $17.1
The Park Avenue Bank    $520.1    Valley National Bank     $50.7
Statewide Bank          $243.2    Home Bank, Lafayette     $38.1
Old Southern Bank       $315.6    Centennial Bank          $94.6
LibertyPointe Bank      $209.7    Valley National          $24.8
Sun American Bank       $535.7    First-Citizens Bank     $103.8
Waterfield Bank         $155.6    {FDIC Created}           $51.0
Centennial Bank         $215.2    Zions Bank               $96.3
Bank of Illinois        $211.7    Heartland Bank           $53.7
Rainier Pacific Bank    $446.2    Umpqua Bank, Roseburg    $95.2
Carson River Community   $51.1    Heritage Bank of Nevada   $7.9
George Washington       $412.8    FirstMerit Bank         $141.4
La Jolla Bank         $3,600.0    OneWest Bank, FSB       $882.3
The La Coste Nat'l       $53.9    Community National        $3.7
Marco Community Bank    $119.6    Omaha Bank               $38.1
1st American State       $18.2    Community Development     $3.1
First National Bank     $832.6    Community & Southern    $260.4
Florida Community       $875.5    Premier American Bank   $352.6
American Marine Bank    $373.2    Columbia State Bank      $58.9
Marshall Bank, N.A.      $59.9    United Valley Bank        $4.1
First Regional Bank   $2,180.0    First-Citizens Bank     $825.5
Comm. Bank & Trust    $1,210.0    SCBT, N.A.              $354.5
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

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

             860 Banks Now in FDIC's Problem List

The Federal Deposit Insurance Corporation said in is latest
quarterly banking profile that the number of institutions on its
"Problem List" rose to 860 as of Sept. 30, 2010 from 829 at June
30, 2010.  There were 775 banks on the list at the end of the
first quarter.

The FDIC, however, pointed out that the total assets of "problem"
institutions declined from $403 billion to $379 billion.  The
number of "problem" institutions is the highest since March 31,
1993, when there were 928.  Forty-one insured institutions failed
during the third quarter, bringing the total number of failures
for the first three quarters of the year to 127.

The number of insured commercial banks and savings institutions
reporting quarterly financial results fell from 7,830 in the
second quarter to 7,760 in the third quarter.  Five new reporting
institutions were added during the quarter, while 30 institutions
were absorbed into other charters through mergers.

The FDIC noted that the number of employees (full-time equivalent)
increased for a second consecutive quarter, after falling in each
of the previous 12 quarters.  The 0.4% (8,195) increase lifted the
industry's total employment to 2.04 million, which is still 8.2%
below the peak of 2.22 million reported in first quarter 2007.

The Deposit Insurance Fund (DIF) balance improved for the third
consecutive quarter.  The DIF balance -- the net worth of the fund
-- improved from negative $15.2 billion to negative $8 billion
during the third quarter.  The improvement stemmed primarily from
assessment revenues and from a reduction in the contingent loss
reserve.  This reserve, which covers the costs of expected
failures, declined from $27.5 billion to $21.3 billion during the
quarter.  While part of the decline reflects the removal of
amounts reserved for banks that failed, part also reflects lower
costs for future failures.

The FDIC added that its liquid resources -- cash and marketable
securities -- remained strong.  Liquid resources stood at
$43.7 billion at the end of the third quarter, essentially
unchanged from the second quarter.

"While we expect demands on cash to continue," Chairman Bair said,
"our projections indicate that our current resources are more than
enough to resolve anticipated failures and meet outstanding
obligations for banks that have already failed."

Total insured deposits declined by 0.3% ($15 billion) during the
quarter.

Chairman Bair said, "The industry has come a long way in cleaning
up balance sheets, building capital, and adjusting to changes in
financial markets and the economy.  But the adjustments are not
over, and this is no time for complacency."

             Problem Institutions      Failed Institutions
             --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170


* BOND PRICING -- For Week From Dec. 13 to 17, 2010
---------------------------------------------------

  Company             Coupon      Maturity    Bid Price
  -------             ------      --------    ---------
155 E TROPICANA        8.750%     4/1/2012        4.580
ABITIBI-CONS FIN       7.875%     8/1/2009       15.125
ADVANTA CAP TR         8.990%   12/17/2026       11.500
AFFINITY GROUP        10.875%    2/15/2012       49.500
AHERN RENTALS          9.250%    8/15/2013       49.000
AMBAC INC              5.950%    12/5/2035       10.250
AMBAC INC              7.500%     5/1/2023        9.000
AMBAC INC              9.375%     8/1/2011       12.300
AMBAC INC              9.500%    2/15/2021        9.500
AMBASSADORS INTL       3.750%    4/15/2027       38.800
AT HOME CORP           0.525%   12/28/2018        0.504
BALLY TOTAL FITN      14.000%    10/1/2013        1.000
BANK NEW ENGLAND       8.750%     4/1/1999       12.000
BANK NEW ENGLAND       9.875%    9/15/1999       11.000
BANKUNITED FINL        6.370%    5/17/2012        6.000
BLOCKBUSTER INC        9.000%     9/1/2012        1.447
BOWATER INC            6.500%    6/15/2013       31.000
BOWATER INC            9.500%   10/15/2012       36.500
C&D TECHNOLOGIES       5.500%   11/15/2026       73.000
CAPMARK FINL GRP       5.875%    5/10/2012       37.000
COLONIAL BANK          6.375%    12/1/2015        0.190
CS FINANCING CO       10.000%    3/15/2012        2.900
DUNE ENERGY INC       10.500%     6/1/2012       70.625
EDDIE BAUER HLDG       5.250%     4/1/2014        5.000
ELEC DATA SYSTEM       3.875%    7/15/2023       96.000
EVERGREEN SOLAR        4.000%    7/15/2013       40.500
FAIRPOINT COMMUN      13.125%     4/1/2018        8.250
FAIRPOINT COMMUN      13.125%     4/2/2018        8.750
GENERAL MOTORS         7.125%    7/15/2013       30.300
GENERAL MOTORS         7.700%    4/15/2016       29.205
GENERAL MOTORS         9.450%    11/1/2011       28.000
GREAT ATLA & PAC       5.125%    6/15/2011       33.750
GREAT ATLA & PAC       6.750%   12/15/2012       32.500
GREAT ATLANTIC         9.125%   12/15/2011       24.367
IDLEAIRE TECH CP      13.000%   12/15/2012        0.900
KEYSTONE AUTO OP       9.750%    11/1/2013       47.500
LAMAR ADVERTISIN       2.875%   12/31/2010       98.125
LEHMAN BROS HLDG       1.985%    6/29/2012       10.000
LEHMAN BROS HLDG       4.500%     8/3/2011       21.125
LEHMAN BROS HLDG       4.700%     3/6/2013       21.875
LEHMAN BROS HLDG       4.800%    2/27/2013       20.860
LEHMAN BROS HLDG       4.800%    3/13/2014       23.000
LEHMAN BROS HLDG       5.000%    1/22/2013       20.750
LEHMAN BROS HLDG       5.000%    2/11/2013       20.500
LEHMAN BROS HLDG       5.000%    3/27/2013       19.900
LEHMAN BROS HLDG       5.000%     8/3/2014       21.250
LEHMAN BROS HLDG       5.000%     8/5/2015       20.400
LEHMAN BROS HLDG       5.100%    1/28/2013       19.500
LEHMAN BROS HLDG       5.150%     2/4/2015       21.750
LEHMAN BROS HLDG       5.250%     2/6/2012       23.000
LEHMAN BROS HLDG       5.250%    1/30/2014       19.625
LEHMAN BROS HLDG       5.250%    2/11/2015       21.500
LEHMAN BROS HLDG       5.500%     4/4/2016       23.250
LEHMAN BROS HLDG       5.550%    2/11/2018       19.025
LEHMAN BROS HLDG       5.600%    1/22/2018       19.000
LEHMAN BROS HLDG       5.625%    1/24/2013       23.750
LEHMAN BROS HLDG       5.750%    7/18/2011       22.875
LEHMAN BROS HLDG       5.750%    5/17/2013       20.500
LEHMAN BROS HLDG       6.000%    7/19/2012       21.500
LEHMAN BROS HLDG       6.000%    6/26/2015       20.750
LEHMAN BROS HLDG       6.000%   12/18/2015       20.750
LEHMAN BROS HLDG       6.000%    2/12/2018       19.325
LEHMAN BROS HLDG       6.200%    9/26/2014       22.250
LEHMAN BROS HLDG       6.625%    1/18/2012       23.000
LEHMAN BROS HLDG       7.875%    11/1/2009       20.500
LEHMAN BROS HLDG       8.000%     3/5/2022       20.750
LEHMAN BROS HLDG       8.400%    2/22/2023       19.000
LEHMAN BROS HLDG       8.500%     8/1/2015       19.750
LEHMAN BROS HLDG       8.500%    6/15/2022       21.125
LEHMAN BROS HLDG       8.800%     3/1/2015       21.750
LEHMAN BROS HLDG       9.000%   12/28/2022       20.500
LEHMAN BROS HLDG       9.000%     3/7/2023       20.750
LEHMAN BROS HLDG       9.500%   12/28/2022       21.750
LEHMAN BROS HLDG       9.500%    1/30/2023       21.750
LEHMAN BROS HLDG       9.500%    2/27/2023       18.000
LEHMAN BROS HLDG      10.000%    3/13/2023       20.750
LEHMAN BROS HLDG      10.375%    5/24/2024       18.625
LEHMAN BROS HLDG      11.000%    6/22/2022       21.750
LEHMAN BROS HLDG      11.000%    7/18/2022       20.500
LEHMAN BROS HLDG      11.000%    3/17/2028       20.500
LEHMAN BROS INC        7.500%     8/1/2026       10.000
LOCAL INSIGHT         11.000%    12/1/2017       22.500
MAGNA ENTERTAINM       7.250%   12/15/2009        6.000
MASSEY ENERGY CO       2.250%     4/1/2024       87.875
NETWORK COMMUNIC      10.750%    12/1/2013       18.500
NEWPAGE CORP          10.000%     5/1/2012       58.500
NEWPAGE CORP          12.000%     5/1/2013       31.875
PALM HARBOR            3.250%    5/15/2024       44.000
PERKINS & MARIE       14.000%    5/31/2013       45.375
PPO-CALL12/10          8.750%    5/15/2012       99.500
PPO-CALL12/10          8.750%    5/15/2012       97.250
RADIO ONE INC          8.875%     7/1/2011       97.000
RAFAELLA APPAREL      11.250%    6/15/2011       74.438
RASER TECH INC         8.000%     4/1/2013       35.250
RESTAURANT CO         10.000%    10/1/2013       29.000
RESTAURANT CO         10.000%    10/1/2013       28.625
RJ TOWER CORP         12.000%     6/1/2013        1.000
SPHERIS INC           11.000%   12/15/2012        1.550
THORNBURG MTG          8.000%    5/15/2013        3.000
TIMES MIRROR CO        7.250%     3/1/2013       45.000
TOM'S FOODS INC       10.500%    11/1/2004        1.704
TRANS-LUX CORP         8.250%     3/1/2012       10.175
TRICO MARINE           3.000%    1/15/2027        4.500
TRICO MARINE SER       8.125%     2/1/2013        9.125
VERTIS INC            13.500%     4/1/2014       29.750
VERTIS INC            18.500%    10/1/2012       23.875
VIRGIN RIVER CAS       9.000%    1/15/2012       45.500
WASH MUT BANK NV       5.950%    5/20/2013        0.190
WCI COMMUNITIES        7.875%    10/1/2013        0.600
WOLVERINE TUBE        15.000%    3/31/2012       36.000
XJT-CALL12/10         11.250%     8/1/2023       99.000



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***