TCR_Public/101221.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, December 21, 2010, Vol. 14, No. 353

                            Headlines

114 TENTH AVENUE: Dist. Ct. Affirms Ruling on Nason Claim
438 FIFTH: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Issues Shares of New Stock
ADVANTAGE SALES: S&P Affirms 'B+' Initial Corporate Credit Rating
AFFILIATED FOODS: Court Rules on Ch. 7 Trustee's Suit v. Bennett

AMBAC FIN'L: BoNY Exchanges AFG Units for $250MM Sr. Notes
AMBAC FIN'L: Committee Proposes Morrison & Foerster as Counsel
AMBAC FIN'L: No Ambac Event of Default, GESB Says
AMBAC FIN'L: Proposes Lazard Freres as Financial Advisor
AMERICAN INT'L: Fairholme Capital Has 30% Equity Stake

AMERICAN MEDIA: Court Confirms Pre-Packaged Plan of Reorganization
AMERICANWEST BANCORP: Completes Sale & Recapitalization of Bank
APPLIED DNA: Recurring Losses Prompt Going Concern Doubt
AVENTINE RENEWABLE: Ill. App. Ct. Stays JPMorgan Litigation
BASHA'S INC: Ariz. Ct. to Wait for High Court Ruling in Walmart

BIGLER LP: Court Denies Vopak's Request to Reopen Auction
BIMMY'S LLC: Files for Chapter 11 Bankruptcy
BLOCKBUSTER INC: Icahn, et al., Oppose Lyme Regis Plea to Sue
BLOCKBUSTER INC: Moves Plan Filing Deadline to January 14
BLOCKBUSTER INC: Stops Lyme Regis From Forcing Icahn to Give Docs.

BLUEKNIGHT ENERGY: Vitol Urged to Reconsider Restructuring Plan
BOOZ ALLEN: S&P Puts 'B+' Rating on CreditWatch Positive
BRAD RAINEY: Case Summary & 20 Largest Unsecured Creditors
BSC DEVELOPMENT: Judge to Hear Statler Towers Abandonment Today
C&D TECHNOLOGIES: Stockholders OK Debt-To-Equity Exchange Offer

CAPRIUS INC: Marcum LLP Raises Going Concern Doubt
CARDIMA, INC.: Case Summary & 20 Largest Unsecured Creditors
CENTRALIA OUTLETS: Gets Court's Interim Nod to Use Cash Collateral
CHRYSLER FINANCIAL: TD Bank Said to Be Close to $6.3BB Purchase
COMMERCIAL CASEWORK: Voluntary Chapter 11 Case Summary

DCP LLC: S&P Affirms Corporate Credit Rating at 'B'
DEAN FOODS: Fitch Affirms Issuer Default Rating at 'B'
DORAL ENERGY: Posts $399,500 Net Loss in October 31 Quarter
DOT VN: Posts $997,300 Net Loss in October 31 Quarter
DOW CORNING: 6th Cir. Rules on Evidence in Ambiguous Plan Terms

DUANE HANSEN: Voluntary Chapter 11 Case Summary
DUKE AND KING: Gets Court's Interim Nod to Use Cash Collateral
EEE AUTO: Case Summary & 17 Largest Unsecured Creditors
EEE OF FAIRFAX: Case Summary & 14 Largest Unsecured Creditors
ENERGYCONNECT GROUP: Aequitas Discloses 30.1% Equity Stake

ESTERA BODALE: Case Summary & 20 Largest Unsecured Creditors
EVA ANDRADE: Case Summary & 20 Largest Unsecured Creditors
FIRST INDUSTRIAL: S&P Affirms 'B+' Corporate Credit Ratings
FIRST SECURITY: Elects Tim Morris and William Hall to Board
FT SILFIES: Settles IRS's Claims for Unpaid Taxes

GEORGE SIRACK: Case Summary & 10 Largest Unsecured Creditors
GLOUCESTER ENGINEERING: Expects to Emerge From Ch. 11 at Year End
GREAT ATLANTIC & PACIFIC: May Scrap 73 "Dark Store" Leases
GREAT ATLANTIC & PACIFIC: Offers Pricing on $800MM Bankr. Loans
GREAT ATLANTIC & PACIFIC: Relatively High Short Interest in Shares

GREAT ATLANTIC & PACIFIC: South Conn. Stores to Remain Open
GUIDED THERAPEUTICS: Registers 29.83MM Shares for Warrants
GULFSTREAM INTERNATIONAL: Seeks Court Nod for $1.7-Mil. Loan
GWINNETT MEDICAL: Case Summary & 6 Largest Unsecured Creditors
HARTFORD FINANCIAL: S&P Corrects Preferred Stock Rating to 'BB+'

HCP INC: Fitch Puts 'BB+' Preferred Stock Rating on Positive Watch
HENRY COMPANY: Moody's Assigns 'B2' Corporate Family Rating
H.H. HOLMES: Case Summary & 20 Largest Unsecured Creditors
HUDSON BLUE: Sold to Sabet Group for $8.4 Million
IRVINE SENSORS: Squar Milner Raises Going Concern Doubt

JAKE'S GRANITE: District Court Affirms Buckeye Ranch Ruling
JANE RASHAD: Bankr. Ct. Declines Kelly's Venue Transfer Motion
JOSEPH VELLA: Case Summary & 20 Largest Unsecured Creditors
JUDIE MAGSAYO: Has Stipulation on Release of Disputed Funds
KENNETH STARR: Talent Agency Sues for Misappropriation of Funds

KIEBLER RECREATION: Amends Schedules of Assets & Liabilities
KIEBLER RECREATION: Obtains Final Authority to Use Huntington Cash
LANDRY'S RESTAURANTS: S&P Affirms 'B' Rating on Add-On Notes
LEHMAN BROTHERS: Creditors Propose Rival Restructuring Plan
LEHMAN BROTHERS: Court Denies Fogarazzo Advance From Insurance

LEHMAN BROTHERS: Edgewood Wants to Compel Return of Property
LEHMAN BROTHERS: LBI Trustee Okays Sharon Park Project Sale
LEHMAN BROTHERS: LBSF Wins OK to Sell Stake in Libro Companhia
LEHMAN BROTHERS: Settlement With European Administrators Approved
LENOX CONDOMINIUM: Proposes to Sell Condo Units to Pay Claims

LIGHTHOUSE LODGE: Court Confirms Rival Bankruptcy Plan
LITHIUM TECHNOLOGY: Posts $3.7 Million Net Loss in Q3 2010
LODGENET INTERACTIVE: PAR Investment Has 18.65% Equity Stake
LOWELL JOBE: Case Summary & 20 Largest Unsecured Creditors
MACTEC INC: S&P Withdraws 'B+' Corporate Credit Rating

MAFCO WORLDWIDE: Moody's Withdraws 'B1' Corporate Family Rating
MARSHALL & ILSLEY: S&P Puts 'BB+' Rating on CreditWatch Positive
MAYSLAKE VILLAGE: Court Junks Plan & Allows BofA Foreclosure
MCCLATCHY CO: S&P Raises Corporate Credit Rating to 'B'
MEDSCI DIAGNOSTICS: SIF's Motion for Stay Pending Appeal Denied

METRO-GOLDWYN-MAYER: Restructuring Plan Becomes Effective
METRO-GOLDWYN-MAYER: Hunts for Talent to Reposition Studio
METRO-GOLDWYN-MAYER: Starts Laying Off Staffers
MICHELE HUYNH: Case Summary & 20 Largest Unsecured Creditors
MIRANT AMERICAS: Fitch Affirms 'B+' Issuer Default Rating

M.O.J. HOSPITALITY: Voluntary Chapter 11 Case Summary
MOLECULAR INSIGHT: Shares Trading to Be Transferred to OTCQB
MONEYGRAM INT'L: Preferred Stock May Be Converted, Sold in Market
MONEYGRAM INT'L: To Sell Up to $500 Mil. of Common Stock
MONEYGRAM INTERNATIONAL: S&P Keeps 'B+' Counterparty Credit Rating

MORGAN STANLEY: S&P Downgrades Preferred Stock Rating to 'BB+'
MOTOROLA INC: S&P Retains CreditWatch Positive on 'BB+' Rating
MOUNTAIN NATIONAL: Defers Payments on Trust Preferred Shares
MOVIE GALLERY: Sells Video Library for $450,000
MY US LEGAL: $60 Mil. Lawsuit Prompts Bankruptcy Filing

NELSON LEASING: Case Summary & 4 Largest Unsecured Creditors
NICOLAS MARSCH: Lennar and KBR Loan Will Fund Plan Payments
NYC OFF-TRACK: Closure of Parlors Threatens Aqueduct Racetrack
OAKMONT HOMES: Case Summary & 20 Largest Unsecured Creditors
PALM HARBOR: Court Approves Stock Trading Restrictions

PALOMA CREEK: Voluntary Chapter 11 Case Summary
PARMALAT S.P.A.: Calisto Tanzi Gets 18 Years for Role in Collapse
PARMALAT S.P.A.: Creditors Convert Warrants for 60,932 Shares
PARMALAT S.P.A.: Inks EUR7.4 Mil. Settlement With UGF Banca
PARMALAT S.P.A.: Lead Plaintiffs Want to Distribute Fund

PILGRIM'S PRIDE: Judge Lynn Rules on Chicken Growers' Claims
PIKESVILLE PROPERTIES: Case Summary & Creditors List
RANCHER ENERGY: Plan Backed by BWAB's $12-Mil. Investment
RAVINDER BHATIA: Case Summary & 20 Largest Unsecured Creditors
RAYMOND CASSIDAY: Case Summary & 20 Largest Unsecured Creditors

RESOURCE TECHNOLOGY: Dist. Ct. Affirms Denial of Roti Admin. Claim
RICE & SONS: Case Summary & 3 Largest Unsecured Creditors
ROTHSTEIN ROSENFELDT: Court Rules on Trustee's Suit v. Adler
RUBEN HINOJOSA: Voluntary Chapter 11 Case Summary
SAINT VINCENTS: Saudi King Wants to Build Mosque at Site

SALLY BISHOP: Case Summary & 13 Largest Unsecured Creditors
SBPM HOLDINGS: Court Permits Wells Fargo to Foreclose
SIR-TECH SOFTWARE: N.Y. Sup. Ct. Affirms Ruling Against Sirotek
SOVRAN SELF: Fitch Assigns Preferred Stock Rating at 'BB'
STRAWBERRY FARMS: Involuntary Chapter 11 Case Summary

STRAWBERRY PARK: Involuntary Chapter 11 Case Summary
SUN PRODUCTS: S&P Gives Negative Outlook, Affirms 'B+' Rating
SUNCOAST ALUMINUM: Business Debt Prompts Bankruptcy Filing
SUNOVIA ENERGY: Kingery & Crouse Raises Going Concern Doubt
SUNWEST MANAGEMENT: Makes First Distribution to Claimants

TAYLOR BEAN: Confirmation Hearing Set for Jan. 19
TERRESTAR CORP: Harbinger Entities Have 29.8% Equity Stake
TERRESTAR NETWORKS: Deloitte Files 2nd Report on CCAA Cases
TERRESTAR NETWORKS: Wins Nod to Pay Prepetition Taxes & Fees
TERRESTAR NETWORKS: Wins OK to Tap Ordinary Course Professionals

TIB FINANCIAL: Gives Rights to Buy 1.5MM Shares to Raise Funds
TONI BRAXTON: Mortgage Lender Wants Lift Stay to Foreclose
TOWNSENDS, INC: Files for Chapter 11 in Delaware
TOWNSENDS, INC: Case Summary & 30 Largest Unsecured Creditors
TRUE NORTH: Withdraws Registration Statement Due to Funding Woes

TWAIN CONDOMINIUMS: Chapter 11 Filing Halts Foreclosure
UCI INTERNATIONAL: To Sell in 13-Mil. Common Shares in IPO
UNI-PIXEL INC: Announces Listing on NASDAQ; Symbol Is "UNXL"
UNIGENE LABORATORIES: Restates License Deal with GSK
UNIGENE LABORATORIES: Thomas Has Stock Option for 250,000 Shares

UNISYS CORP: Registers 5-Mil. Shares to Be Offered to Employees
UNISYS CORP: R. Frankenfield Owns 513 Shares of Common Stock
UNITED WESTERN: Western Bank Amends Thrift Financial Report
UNIVERSITY MILLENNIUM: Court Vacates Conditional Case Dismissal
US LOAN AUDITORS: Closes Down Business Entirely

UTSTARCOM INC: Thomas Toy Elected Class I Director
VILICA, LLC: Voluntary Chapter 11 Case Summary
VOLIN, LLC: Involuntary Chapter 11 Case Summary
VITESSE SEMICONDUCTOR: Completes $3-Million Settlement with SEC
VYTERIS INC: G. Burleson Has Stock Option for 50,000 Shares

WASHINGTON MUTUAL: Judge Won't Issue Confirmation Ruling This Year
WASHINGTON MUTUAL: Documents to Remain Confidential
Z TRIM: Sells Pref. Stock, Warrants to Brightline for $2.3MM
ZALE CORP: All 7 Elected Directors; E&Y Ratified Accountant
ZALE CORP: Reports $97.9-Mil. Net Loss in Oct. 31 Quarter

ZIMMERMAN TRUCKING: Case Summary & 20 Largest Unsecured Creditors
ZIONS BANCORPORATION: Fitch Cuts Preferred Stock Rating to 'BB'

* Re-filing of Defective Plan Justifies $13,000 Sanction
* Business Bankruptcies Are on Pace for First Decline Since 2006
* 'Vultures' Give U.S. 'B' Grade for Distressed-Debt Investments

* Thompson Hine Names Seven New Partners

* Large Companies With Insolvent Balance Sheets

                            *********

114 TENTH AVENUE: Dist. Ct. Affirms Ruling on Nason Claim
---------------------------------------------------------
District Judge Shira A. Scheindlin affirmed Judge Allan L.
Gropper's May 25, 2010 Order granting the claim filed by Karen
Nason, as Trustee of the Krstic Irrevocable Trust, against 114
Tenth Avenue Association, Inc.  The Debtor took an appeal from the
Bankruptcy Court order.

Zivadin Krstic is the sole shareholder and President of the
Debtor, whose only asset is a mixed-use building located in
Manhattan at 457 West 17th Street.  At the time of the Building's
purchase in 1993, Mr. Krstic and Ms. Nason were romantically
involved and living together, though the two never married.
Together they had a son, Zillian, in 1994.  Ms. Nason terminated
her romantic relationship with Mr. Krstic and moved out of the
Building in 2002.

Since the end of their romantic relationship, Ms. Nason and Mr.
Krstic have disputed the ownership of the Building.  Mr. Krstic
asserts the Debtor used only his personal funds for its purchase,
insisting that he and Ms. Nason never combined personal or
business finances.  Although both Mr. Krstic and Ms. Nason
operated plant shops during their relationship, Mr. Krstic
describes them as separate and distinct entities.  Mr. Krstic also
denies any agreement with Ms. Nason to share ownership of either
the Building or the Debtor.

Ms. Nason counters that Mr. Krstic used the profits from her plant
business to pay the couple's expenses and make investments like
the Building.

A copy of Judge Scheindlin's December 14, 2010, is available at
http://is.gd/j3o8Zfrom Leagle.com.

Unable to vacate a tax lien foreclosure judgment in New York state
court, 114 Tenth Avenue Associates, Inc., sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 05-60099) on Nov. 10, 2005.
Joel M. Shafferman, Esq., at Schafferman & Feldman, LLP, in
Manhattan, represents the Debtor in its Chapter 11 proceeding.  At
the time of the filing, the Debtor estimated assets of $1 million
to $10 million and liabilities of less than $500,000.


438 FIFTH: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 438 Fifth Avenue, LLC
        405 Tarrytown Road, Unit 1018
        White Plains, NY 10607

Bankruptcy Case No.: 10-24638

Chapter 11 Petition Date: December 16, 2010

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Arlene Gordon-Oliver, Esq.
                  RATTET, PASTERNAK & GORDON-OLIVER, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: ago@rattetlaw.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 Keith Kennerly, managing member.


ABITIBIBOWATER INC: Issues Shares of New Stock
----------------------------------------------
Abitibibowater Inc. filed a registration statement on Form 8-A
with the Securities and Exchange Commission on December 9, 2010,
regarding the issuance of its shares of common stock, par value
$0.001 per share, upon the effective date of its plan of
reorganization.

The U.S. Bankruptcy Court for the District of Delaware and the
Superior Court of Quebec in Canada each approved the applicable
plan of reorganization on November 23, 2010 and September 23,
2010, respectively.  AbitibiBowater emerged from the Creditor
Protection Proceedings on December 9, 2010.

On the Effective Date, the common stock of AbitibiBowater
outstanding immediately prior to the Effective Date was cancelled
pursuant to the terms of the plans of reorganization and
AbitibiBowater filed a Third Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of
Delaware.

Pursuant to the plans of reorganization, on the Effective Date,
AbitibiBowater issued 97,134,954 shares of Common Stock.  In
addition, on the Effective Date, AbitibiBowater adopted an equity
incentive plan pursuant to which AbitibiBowater may issue to
participants in such plan up to 8.5% of the shares of Common Stock
outstanding as of the Effective Date.

Pursuant to the Certificate, AbitibiBowater is authorized to issue
190,000,000 shares of Common Stock, $0.001 par value per share,
and 10,000,000 shares of preferred stock, par value $0.001 per
share.  The Certificate also provides that AbitibiBowater will not
issue any class of non-voting equity securities unless, and solely
to the extent, permitted by section 1123(a)(6) of the Bankruptcy
Code until such time as the Certificate is amended to remove such
restriction.

                      About AbitibiBowater Inc.

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

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

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

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

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

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


ADVANTAGE SALES: S&P Affirms 'B+' Initial Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the preliminary
recovery rating on Advantage Sales & Marketing Inc.'s senior
secured term loan to '4' from '3'.  This action comes as the
company increased the senior secured term loan to $875 million
from $800 million and downsized the senior secured second-lien
term loan to $350 million from $425 million.  The company will use
the proceeds of the loan to fund Apax Partners' purchase of the
company.  Furthermore, interest rate margin on both the first- and
second-lien term loans are also expected to be lower than
previously contemplated.  While these actions will result in lower
interest costs for the company, they do not have a material impact
on coverage ratios.

At the same time, S&P affirmed the preliminary 'B+' corporate
credit rating, the preliminary 'B+' senior secured first-lien
rating, and the preliminary 'B-' second-lien rating..

"The rating on Advantage, a national sales and marketing agency,"
said Standard & Poor's credit analyst Charles Pinson-Rose,
"reflects S&P's expectation that the company will enhance credit
metrics in the near term as a result of both better profitability
and debt reduction using free cash flow." It also reflects S&P's
fair business risk assessment and its view that the financial risk
profile is highly leveraged.

Over the past few years, Advantage has expanded sales and profits
because of favorable industry trends.  The company provides
outsourced sales and marketing services to manufactures,
suppliers, and producers of consumer packaged goods.  In S&P's
assessment, these services are more cost efficient and effective
than CPG companies keeping the entire sales and marketing function
in-house.  Many CPG companies have increased usage of SMAs in
recent years, and S&P expects that trend to continue in the near-
to-intermediate term.

"Nonetheless," added Mr. Pinson-Rose, "S&P views the company's
operating performance as moderately vulnerable to weak economic
conditions, as lower volumes of transactions of branded
merchandise at food retailers and price deflation would pressure
revenue and operating performance at Advantage."


AFFILIATED FOODS: Court Rules on Ch. 7 Trustee's Suit v. Bennett
----------------------------------------------------------------
M. Randy Rice, v. Joe Selz Harold "Tink" Bennett and Bennett
Commercial Refrigeration, Adv. Pro. No. 10-01026 (Bankr. E.D.
Ark.), is a complaint to determine the priority, validity and
extent of liens to avoid liens and to determine ownership rights
in proceeds.  The Defendants filed counterclaims and cross-claims.

Judge Richard D. Taylor rules that Mr. Selz is entitled to an
administrative claim for $20,070.66.  This amount is not a charge
against the specific sales proceeds but instead represents an
administrative priority claim, payable according to its priority
and to the extent that funds from the estate are available.  The
balance of Mr. Selz's claim may represent a general unsecured
claim for which Mr. Selz is entitled to file an appropriate proof
of claim.  Bennett is entitled to $19,515 in sales proceeds,
reduced by $7,250.68 -- representing Bennett's pro rata share of
the costs of sale -- for a total distribution of $12,264.32.  This
amount is a charge upon the specific sales proceeds.  The parties
are to bear their own costs and fees.

A copy of Judge Taylor's December 14, 2010 Memorandum Opinion and
Order is available at http://is.gd/j2ZUZfrom Leagle.com.

                 About Affiliated Foods Southwest

Little Rock, Arkansas-based Affiliated Foods Southwest, Inc., and
its affiliates, including Shur-Valu Stamps, Inc., filed for
Chapter 11 bankruptcy (Bankr. E.D. Ark. Case No. 09-13178) on
May 5, 2009.  W. Michael Reif, Esq., at Dover Dixon Horne,
represents the Debtors in their restructuring efforts.  The
Debtors listed assets between $10 million and
$50 million and debts between $100 million and $500 million.

Rather than proceed with a disclosure statement and plan of
reorganization, both Affiliated Foods and ShurValu engaged in
an orderly liquidation followed by conversion to Chapter 7 on
August 13, 2009.  M. Randy Rice became the Chapter 7 trustee in
the ShurValu matter.

Mr. Rice, as the trustee in the ShurValu case, later chose to put
the wholly owned subsidiary -- Supermarket Investors, Inc. -- into
a separate Chapter 7 on October 13, 2009.  The court thereafter
appointed Mr. Rice as the trustee in the SII proceeding.


AMBAC FIN'L: BoNY Exchanges AFG Units for $250MM Sr. Notes
----------------------------------------------------------
The Bank of New York Mellon served a notice on December 1, 2010,
to inform holders of a mandatory exchange that The Depository
Trust Company will exchange 5,000,000 Corporate Units of Ambac
Financial Group, Inc., it currently holds for $250,000,000 in
aggregate principal amount of 9.50% Senior Notes of AFG due 2021
pursuant to the order entered in In re Ambac Financial, Inc.,
Case No. 10-15973 (SCC).

The transfer/exchange was to be completed by December 2, 2010.

Reference was made to that certain Purchase Contract Agreement
dated as of March 12, 2008, by and between Ambac and The Bank of
New York Mellon, formerly known as The Bank of New York, as
Purchase Contract Agent pursuant to which the Corporate Units
were issued.  The Corporate Units represent an ownership interest
in the Senior Notes issued by Ambac pursuant to the Indenture
dated as of February 15, 2006, with Ambac, as supplemented by
Supplemental Indenture No. 1 dated as of March 12, 2008, and The
Bank of New York Mellon as Trustee.

The Bank of New York Mellon also remains as the Collateral Agent,
Custodial Agent and Securities Intermediary pending the
appointment of a successor following its written resignation
delivered to Ambac on November 10, 2010, under the Pledge
Agreement dated March 12, 2008, with Ambac.

DTC is the designated Depository for the Corporate Units under
the Purchase Contract Agreement.

Each Corporate Unit has a stated amount of $50 and consists of
(i) one Purchase Contract, which obligates the Holder of such
Corporate Unit to purchase Ambac common stock or preferred stock
on May 17, 2011, on the terms set forth in the Purchase Contract
Agreement, and (ii) a 5.00% undivided beneficial ownership
interest in $1,000 principal amount of the Senior Notes, to be
held by the Collateral Agent to secure the performance of the
Holders' obligations under the Purchase Contract.  Ambac issued
5,000,000 Corporate Units pursuant to the Purchase Contract
Agreement and $250,000,000 in aggregate principal amount of
Senior Notes pursuant to the Indenture.  No Senior Notes are
held by any entity other than the Corporate Unit holders.
Accordingly, all of the Corporate Units collectively include
all of the Senior Notes issued by Ambac and each Corporate Unit
includes $50 in principal amount of the Senior Notes issued.

On November 8, 2010, Ambac filed a petition for relief under
Chapter 11 of the United States Bankruptcy Code with the United
States Bankruptcy Court for the Southern District of New York.
The case is captioned In re Ambac Financial, Inc., Case No. 10-
15973 (SCC)).  As Holders were previously advised, pursuant to
Section 5.06 of the Purchase Contract Agreement, the filing of
the bankruptcy case constitutes a Termination Event as a result
of which the Purchase Contracts were terminated and the Corporate
Units thereafter represent the rights of the Holders to receive
their Applicable Ownership Interests in the Senior Notes.

On November 16, 2010, Ambac filed a motion seeking an order
approving the termination of the Purchase Contracts and the
release of the Senior Notes.  On November 30, 2010, the
Bankruptcy Court entered an order approving the Motion.

Pursuant to the Purchase Contract Agreement, each Holder is
entitled to receive its pro rata share of the Senior Notes.  DTC
will exchange the 5,000,000 Corporate Units it currently holds
for $250,000,000 in aggregate principal amount of Senior Notes.

Pursuant to the terms of the Purchase Contract Agreement and the
Order, on the Exchange Date, each Corporate Unit will be
exchanged for 5% of each $1,000 in aggregate principal amount of
Senior Notes.  The exchange will be reflected in the accounts of
each Holder's DTC Participant.

Holders wishing to communicate with the Purchase Contract Agent
concerning the notice may contact Martin Feig, Default
Administration Group, The Bank of New York Mellon, at 101 Barclay
Street in New York, NY 10286, at contact number 212-815-5383.
Mr. Feig's e-mail address is martin.feig@bnymellon.com

                       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: Committee Proposes Morrison & Foerster as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Ambac Financial
Group Inc.'s cases seeks the Bankruptcy Court's authority to
hire Morrison & Foerster LLP as its counsel, nunc pro tunc to
November 17, 2010.

As the Committee's counsel, Morrison & Foerster will:

  (a) assist and advise the Committee in its consultation with
      the Debtor relative to the administration of the Debtor's
      Chapter 11 case;

  (b) attend meetings and negotiate with representatives of the
      Debtor and Sean Dilweg, the head of Wisconsin's Office of
      the Commissioner of Insurance and their advisors;

  (c) assist and advise the Committee in its examination and
      analysis of the conduct of the Debtor's affairs;

  (d) assist and advise the Committee in the review, analysis
      and negotiation of any plans of reorganization that may be
      filed and to assist the Committee in the review, analysis
      and negotiation of the disclosure statement accompanying
      any plans of reorganization;

  (e) analyze and advise the Committee regarding tax issues in
      connection with the Debtor's reorganization;

  (f) assist and advise the Committee regarding its examination
      and analysis of any potential investment in the Debtor by
      a third party;

  (g) take all necessary action to protect and preserve the
      interests of the Committee and general unsecured
      creditors, including (i) possible prosecution of actions
      on their behalf, (ii) if appropriate, negotiations
      concerning all litigation in which the Debtor is involved;
      and (iii) if appropriate, review and analysis of claims
      filed against the Debtor's estate;

  (h) generally prepare on behalf of the Committee all necessary
      motions, applications, answers, orders, reports and papers
      in support of positions taken by the Committee;

  (i) appear, as appropriate, before the Bankruptcy Court,
      appellate courts, and the U.S. Trustee, and protect the
      interests of the Committee before those courts and
      before the U.S. Trustee; and

  (j) perform all other necessary legal services in the Debtor's
      case.

Morrison & Foerster's professionals will be paid according to
their customary hourly rates:

         Title                      Rate per Hour
         -----                      -------------
         Partners                  $625 to $1,025
         "Of Counsel"                $500 to $900
         Associates                  $325 to $650
         Paraprofessionals           $165 to $290

These professionals at Morrison & Foerster are presently expected
to have primary responsibility for providing services to the
Committee in the firm's engagement:

   Name                         Title           Rate per Hour
   --------------         ------------------    -------------
   Anthony Princi         Bankruptcy Partner        $900
   Gary S. Lee            Bankruptcy Partner        $900
   Thomas A. Humphreys    Tax Partner               $950
   Remmelt Reigersman     Tax Associate             $590
   Alexandra S. Barrage   Bankruptcy Of Counsel     $635
   Renee L. Freimuth      Bankruptcy Associate      $590
   Stacy Molison          Bankruptcy Associate      $430
   Stephen Koshgerian     Bankruptcy Associate      $370
   Douglas Keeton         Paraprofessional          $195

Morrison & Foerster will also be reimbursed for actual and
necessary expenses incurred.

Anthony Princi, Esq., a partner at Morrison & Foerster LLP --
aprinci@mofo.com -- relates that his firm represented an ad hoc
committee of holders of the Senior Notes in connection with the
Debtor's restructuring efforts before the Petition Date.
Morrison & Foerster was retained by the Ad Hoc Committee on
May 28, 2010.  Pursuant to the Ad Hoc Committee engagement,
Morrison & Foerster was paid by and received a retainer from the
Debtor, a portion of which was used to satisfy prepetition fees
and expenses owing to Morrison & Foerster.  Morrison & Foerster
has a security interest in the retainer and will continue to hold
the balance of the retainer during the Debtor's Chapter 11 case,
Mr. Princi relates.

From May 28, 2010, Morrison & Foerster billed and was paid by the
Debtor $1,956,857 for services rendered in connection with the
firm's representation of the Ad Hoc Committee, Mr. Princi
discloses.  The amount was received by Morrison & Foerster within
the 90 days before the Petition Date.  On November 17, 2010, upon
being selected as counsel to the Committee, Morrison & Foerster
resigned as counsel to the Ad Hoc Committee.  Thus, as of the
Petition Date, the Debtor does not owe Morrison & Foerster for
legal services rendered prepetition, Mr. Princi relates.  He adds
that as of the Petition Date, Morrison & Foerster is not a
creditor of the Debtor.

In addition, Mr. Princi states that certain parties-in-interest
are or may be current or former clients of the firm, a schedule
of which is available for free at:

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

Mr. Princi maintains that Morrison & Foerster 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: No Ambac Event of Default, GESB Says
-------------------------------------------------
GESB Plc, a public company incorporated in England and Wales,
issued a December 13, 2010 notice to bondholders, clarifying
queries on whether an Ambac event of default has occurred.

GESB issued GBP104,555,0000 in secured bonds due 2018.  The 2018
Bonds are guaranteed by Ambac Assurance Corporation.

GESB's notice relates that:

   It is noted that on 8 November 2010, the parent company of
   Ambac Assurance Corporation, Ambac Financial Group, Inc.
   announced that it had filed for a voluntary petition for
   relief under Chapter 11 of the United States Bankruptcy Code
   in the United States Bankruptcy Court for the Southern
   District of New York (the "Chapter 11 Filing").

   Following the Chapter 11 Filing a number of bondholders
   contacted the Bond Trustee in order to verify whether or not
   an AMBAC Event of Default had occurred with respect to the
   Bonds (the "Bondholder Contact").  In response to the
   Bondholder Contact, the Bond Trustee requested and obtained a
   certificate from AMBAC (the "AMBAC Certificate") stating
   that, to the best of the knowledge and belief of the
   signatory, no AMBAC Event of Default had occurred.

   The Issuer also requested legal advice to determine whether
   or not an AMBAC Event of Default had, in fact, occurred.
   Such legal advice was not conclusive.  However, on the basis
   of the information provided in the AMBAC Certificate and that
   legal advice, the Issuer has decided that it should proceed
   on the basis that no AMBAC Event of Default has occurred or
   is outstanding.  The Issuer has communicated this decision to
   the Bond Trustee and has not received any contrary direction
   from the Bond Trustee.

                       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 Lazard Freres as Financial Advisor
--------------------------------------------------------
The Official Committee of Unsecured Creditors in Ambac Financial
Group Inc.'s cases asks the Bankruptcy Court's authority to retain
Lazard Freres & Co. LLC as its financial advisor and investment
banker, nunc pro tunc to November 22, 2010.

As the Committee's financial advisor, Lazard will:

  (a) review and analyze the business, operations, and
      financial projections of the Debtor;

  (b) review and provide an analysis of any proposed
      capital structure for the Debtor;

  (c) review and provide an analysis of any valuation of the
      Debtor or its assets;

  (d) advise and attend meetings of the Committee as well as
      meetings with the Debtor or other third parties, including
      the Office of the Commissioner of Insurance of the State
      of Wisconsin and its advisors, as appropriate in
      connection with the matters set forth herein;

  (e) review and provide analysis of various issues relating
      to the Debtor's operating insurance subsidiary,
      Ambac Assurance Corporation, which is subject a partial
      rehabilitation in Wisconsin;

  (f) review and provide an analysis of any restructuring
      plan proposed by any party;

  (g) assist the Committee in connection with the financial
      aspects of negotiations with the Debtor;

  (h) assist the Committee in the evaluation of strategic
      alternatives potentially available to the Debtor,
      including identifying potential investors; and

  (i) provide other financial advisory services as the Committee
      may from time to time reasonably request and which are
      customarily provided by financial advisors in similar
      situations.

Lazard will be paid according to this fee structure:

  * Monthly Fees: Lazard will be paid a monthly fee equal to
    $150,000 per month, which will accrue upon execution of the
    Engagement Letter and on the first day of each month
    thereafter until any termination of Lazard's engagement
    pursuant to the Engagement letter.  Each Monthly Fee will be
    paid in advance on the first day of each month.

  * Restructuring Fee: A $5,800,000 fee, payable upon
    consummation of a Restructuring, provided, however, that, in
    the event the Committee votes in a Committee Meeting on the
    Restructuring and fewer than four members of the Committee
    vote in favor of the Restructuring, the amount of the
    Restructuring Fee will be $4,000,000.

  * Expenses: In addition to any fees that may be payable to
    Lazard, the Debtor will promptly reimburse Lazard for all
    expenses incurred in connection with, or arising out of
    Lazard's activities under or contemplated by, their
    engagement, in an amount not to exceed $50,000 without the
    Debtor's prior consent, which will not be unreasonably
    withheld or delayed.

Ari Lefkovits, a director of Lazard Freres, relates that his firm
served as financial advisor to an ad hoc committee of holders of
the Senior Notes in connection with the Debtor's restructuring
efforts before the Petition Date.  Lazard was retained by the Ad
Hoc Committee on August 1, 2010.  Pursuant to the Ad Hoc
Committee engagement, Lazard received a retainer from the Debtor,
a portion of which was used to satisfy prepetition fees and
expenses owing to Lazard, as defined and disclosed in the
Lefkovits Affidavit.  Lazard also received an expense retainer of
$10,000, before the Debtor's filing for bankruptcy, Mr. Lefkovits
notes.

From the period beginning August 1, 2010, the Debtor paid Lazard
about $615,231 for services rendered in connection with the
firm's representation of the Ad Hoc Committee, according to Mr.
Lefkovits.  Upon being selected as financial advisors and
investment bankers to the Committee, Lazard resigned as financial
advisors to the Ad Hoc Committee.  As of the Petition Date, the
Debtor does not owe Lazard for services rendered before the
Petition Date, Mr. Lefkovits avers.

Mr. Lefkovits further notes that Lazard has been retained within
the last three years to represent certain parties-in-interest in
matters unrelated to the Debtor's Chapter 11 case, a schedule of
which is available for free at:

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

Lazard also has an asset management affiliate, Lazard Asset
Management LLC, Mr. Lefkovits discloses.  While Lazard receives
payments from LAM generated by LAM's business operations, LAM is
operated as a separate and distinct affiliate and is separated
from the firm's other businesses, including Lazard's financial
advisory services group and its managing directors and employees
advising the Debtor, by an ethical wall, he assures the Court.

Mr. Lefkovits maintains that Lazard 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)


AMERICAN INT'L: Fairholme Capital Has 30% Equity Stake
------------------------------------------------------
In a Schedule 13D filing with the Securities and Exchange
Commission on December 9, 2010, Fairholme Capital Management, LLC
disclosed that it beneficially owns 41,949,459 shares of American
International Group, Inc. common stock representing 30.0% of the
shares outstanding.  As of October 29, 2010, there were
135,143,176 shares outstanding of the Company's common stock.

Bruce R. Berkowitz also disclosed ownership of 41,949,459 shares
and Fairholme Funds, Inc. disclosed ownership of 38,089,674 shares
of common stock representing 27.2% of the shares outstanding.

On November 24, 2010, Fairholme Funds, Inc. converted 26,703,320
shares of convertible preferred stock to 2,634,817 shares of the
Company's common stock.  The exchange was for 0.09867 shares of
the Company's common stock, par value $2.50 per share, plus
$3.2702 in cash for each validly tendered and accepted unit of
convertible preferred stock.

On November 24, 2010, managed accounts advised by Fairholme
Capital Management, L.L.C. converted 3,156,960 shares of
convertible preferred stock to 311,497 shares of the Company's
common stock.  The exchange was for 0.09867 shares of the
Company's common stock, par value $2.50 per share, plus $3.2702 in
cash for each validly tendered and accepted unit of convertible
preferred stock.

                             About AIG

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

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

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


AMERICAN MEDIA: Court Confirms Pre-Packaged Plan of Reorganization
------------------------------------------------------------------
American Media, Inc. disclosed that the U.S. Bankruptcy Court for
the Southern District of New York has confirmed its Plan of
Reorganization, clearing the way for AMI to emerge from its
voluntary pre-packaged Chapter 11 reorganization by the end of
2010.  The confirmed Plan of Reorganization will strengthen AMI's
capital structure, significantly de-lever its balance sheet and
improve its already strong cash flow and cash on hand.

"I have been CEO for over a decade, and this is the best capital
structure I have ever had to work with.  This will allow AMI to
finally capitalize on all the digital opportunities available for
our brands, continue to strengthen our print properties, expand
our publishing services efforts and ultimately accomplish what my
goal has always been - to build a major media company that will be
among the industry's elite."

AMI's Plan of Reorganization will be effective upon satisfaction
of all closing conditions. This includes closing AMI's previously
announced Revolving Credit Facility with JPMorgan Chase Bank, N.A.
and the issuance of AMI's 13-1/2% Second Lien Senior Secured Notes
due 2018.

Additional information about AMI's restructuring, including the
disclosure statement describing the Plan of Reorganization, is
available at http://www.kccllc.net/AMI/ You may also receive
information from AMI's restructuring hotline at (877) 660-6698.

                        About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on November 17, 2010.

American Media filed together with the petition, a pre-packaged
Chapter 11 plan where holders of notes and bank debt would receive
either cash, new notes or stock.

American Media said it would try to emerge from court protection
against creditors in 60 days or less.

Judge Martin Glenn presides over the case.  Ira S. Dizengoff,
Esq., Arik Preis, Esq., Meredith A. Lahaie, Esq., Stefanie L.
Kurlanzik, Esq., and Kevin M. Eide, Esq., at Akin, Gump, Strauss,
Hauer & Feld, LLP, in New York, serve as the Debtors' bankruptcy
counsel.  Moelis & Company is the Debtors' financial advisors and
investment bankers.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

AMI estimated assets of $0 to $50,000 and debts of $500 million to
$1 billion in its Chapter 11 petition.  AMO, AMI's operating unit,
estimated assets of $100 million to $500 million and debts of
$500 million to $1 billion in its Chapter 11 petition.

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


AMERICANWEST BANCORP: Completes Sale & Recapitalization of Bank
---------------------------------------------------------------
AmericanWest Bancorporation has completed the sale of all
outstanding shares of its wholly-owned subsidiary, AmericanWest
Bank, to a wholly owned subsidiary of SKBHC Holdings LLC, in a
transaction that was previously approved by the U.S. Bankruptcy
Court for the Eastern District of Washington.  SKBHC has informed
the Company that, as previously agreed, it also contributed an
additional $185 million of new capital to the Bank.

The Company received total cash consideration of $6.5 million for
the sale, including $850,000 of debtor-in-possession financing
previously provided by SKBHC. The primary remaining activity of
the Company will be the winding up of its affairs and the
distribution of its assets.  The Company expects to submit by
February 25, 2011 a liquidation plan for Court approval.  As the
Company does not expect that it will have sufficient assets to
fully satisfy all of the claims of its creditors, it does not
anticipate that any assets will be available for distribution to
common shareholders.  As of December 20, 2010, after giving effect
to the sale of the Bank, the Company had total assets of
approximately $6 million and total liabilities of approximately
$46 million.

                About AmericanWest Bancorporation

Headquartered in Spokane, Washington, AmericanWest Bancorporation
(OTC BB: AWBC) -- http://www.awbank.net/-- is a bank holding
company whose principal subsidiary is AmericanWest Bank, which
includes Far West Bank in Utah operating as an integrated division
of AmericanWest Bank.  AmericanWest Bank is a community bank with
58 financial centers located in Washington, Northern Idaho and
Utah.

AmericanWest Bancorporation filed for Chapter 11 protection on
Oct. 28, 2010 (Bankr. E.D. Wash. Case No. 10-06097).  The banking
subsidiary was not including in the Chapter 11 filing.

Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at
Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as
bankruptcy counsel.  G. Larry Engel, Esq., at Morrison & Foerster
LLP, also serve as counsel.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million in its Chapter 11 petition.
AmericanWest Bancorporation's estimates exclude its banking unit's
assets and debts.  In its latest Form 10-Q filed with the
Securities and Exchange Commission, AmericanWest Bancorporation
reported consolidated assets -- including its bank unit's -- of
$1.536 billion and consolidated debts of $1.538 billion as of
Sept. 30, 2010.


APPLIED DNA: Recurring Losses Prompt Going Concern Doubt
--------------------------------------------------------
Applied DNA Sciences, Inc., filed on December 15, 2010, its annual
report on Form 10-K for the fiscal year ended September 30, 2010.

RBSM LLP, in New York, expressed substantial doubt about Applied
DNA Sciences' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and does not have significant cash or other material
assets, nor does it have an established source of revenues
sufficient to cover its operations.

The Company reported a net loss of $7.91 million on $519,844 of
sales for fiscal 2010, compared with net income of $3.94 million
on $295,162 of sales for fiscal 2009.  During the year ended
September 30, 2009, the Company determined that future payments of
liquidated damages on previously issued notes were not probable,
and reversed accrual of $12.02 million to other income.

The Company's balance sheet at September 30, 2010, showed
$1.41 million in total assets, $3.01 in total liabilities, and a
stockholders' deficit of $1.60 million.

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

               http://researcharchives.com/t/s?7136

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.


AVENTINE RENEWABLE: Ill. App. Ct. Stays JPMorgan Litigation
-----------------------------------------------------------
Aventine Renewable Energy, Inc., invested in auction rate
securities from JPMorgan Chase Bank, N.A. and JPMorgan Securities,
Inc.  After Aventine lost a considerable amount of money from its
investment, it filed suit against JPMorgan.  JPMorgan filed a
motion to compel Aventine to submit to arbitration or,
alternatively, to stay the litigation pending resolution of a
class action filed against JPMorgan in New York.  The trial court
stayed the action.

In August 2009, Aventine filed a motion to lift the stay or,
alternatively, allow Aventine to conduct discovery.  Aventine
argued that the new cause of action in New York and likelihood
that the litigation will take years to resolve required that the
court lift the stay.  The trial court denied Aventine's motion.

The Appellate Court of Illinois for the Third District affirmed.
The trial court did not act arbitrarily or exceed the bounds of
reason in making its decision to deny Aventine's motion to lift
the stay.  A stay in this situation, where another action
regarding the same subject matter is pending, is appropriate.

The case is Aventine Renewable Energy, Inc., v. JP Morgan
Securities, Inc. and JP Morgan Chase Bank, N.A., Case No. 09-1019
(Ill. App. Ct.).  A copy of the Court's December 9, 2010 Opinion
is available at http://is.gd/j3H2Lfrom Leagle.com.

                      About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets: AVRN) -- http://www.aventinerei.com/-- is a
producer and marketer of ethanol to many leading energy companies
in the United States.  In addition to ethanol, Aventine also
produces distillers grains, corn gluten meal, corn gluten feed,
corn germ and brewers' yeast.

The Company and its affiliates filed for Chapter 11 on April 7,
2009 (Bankr. D. Del. Lead Case No. 09-11214).  James L. Patton,
Esq., Joel A. Waite, Esq., Matthew Barry Lunn, Esq., and Ryan M.
Bartley, Esq., at Young, Conaway, Stargatt & Taylor, serve as
bankruptcy counsel to the Debtors.  Dennis A. Meloro, Esq., and
Donald J. Detweiler, Esq., at Greenberg Traurig, LLP, represent
the official committee of unsecured creditors.  When it
filed for bankruptcy protection from its creditors, Aventine
Renewable estimated between $100 million and $500 million each in
assets and debts.

The Court confirmed on February 24, 2010, the Company's plan of
reorganization.  The Company emerged from Chapter 11 on March 15,
2010.


BASHA'S INC: Ariz. Ct. to Wait for High Court Ruling in Walmart
---------------------------------------------------------------
Jose Parra; Gonzalo Estrada; Aurelia Martinez, on behalf of
themselves and all individuals similarly situated, v. Bashas',
Inc., Case No. 02-0591 (D. Ariz.), seeks class certification over
unequal pay claims against Bashas', Inc. In accordance with 11
U.S.C. Sec. 362, the Bankruptcy Code's automatic stay provision,
Bashas' "ceased any further action in this matter."  Effective
August 28, 2010, that stay was "terminated" as part of the
Bankruptcy Court's order confirming the Debtor's plan.

After the termination of that stay, plaintiffs filed the pending
"Request for Ruling" on the class certification issue.  Plaintiffs
are "request[ing] that the Court rule on the issue of the
certification of the unequal pay claim . . . so that a trial may
be set for adjudication of the working conditions and pay class
claim, if certified."

On December 6, 2010, the Supreme Court granted certiorari in
Wal-Mart Stores, Inc. v. Dukes, 603 F.3d 571 (9th Cir. 2010) (en
banc), cert. granted, ___ S.Ct. ___, 2010 WL 3358931, 79 U.S.L.W.
3128 (U.S. Dec. 6, 2010) (No. 10-277).  District Judge Robert C.
Broomfield rules that resolution of Dukes has the potential to
significantly impact the class certification motion in the Bashas'
case.  Therefore, rather than deciding the case in haste without
the benefit of the Supreme Court's decision in Dukes, Judge
Broomfield will defer resolution of the class certification issue
pending a decision in Dukes.

A copy of Judge Broomfield's December 15, 2010 Order is available
at http://is.gd/j3mOXfrom Leagle.com.

                        About Bashas' Inc.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assisted the Debtors in their restructuring efforts.  Michael W.
Carmel, Ltd., served as the Debtors' co-counsel.  Deloitte
Financial Advisory LLP served as financial advisors.  Epiq
Bankruptcy Solutions, LLC, served as claims and notice agent.  In
its bankruptcy petition, Bashas' estimated assets and debts of
$100 million to $500 million as of the Petition Date.

Judge James M. Marlar confirmed Bashas' Chapter 11 reorganization
plan in August 2010.


BIGLER LP: Court Denies Vopak's Request to Reopen Auction
---------------------------------------------------------
Judge Jeff Bohm denies Vopak North America, Inc.'s request to
reopen an auction in the Bigler LP case to allow Vopak to make a
higher bid.

As reported by the Troubled Company Reporter on June 29, 2010,
Bigler received approval to sell substantially all of their land
assets to Intercontinental Terminals Company, LLC.  ITC acquired
180 acres of land for $20.5 million.  Vopak Terminals North
America, Inc., emerged as the second highest bidder at the June 16
auction.

As reported by the TCR on June 30, 2010, most of the business of
Bigler LP were purchased by secured lender Amegy Bank NA under a
Chapter 11 reorganization plan, Bill Rochelle, bankruptcy
columnist at Bloomberg News, said.  Amegy had the high bid for the
terminals and petrochemicals business, purchasing the assets in
exchange for $38 million of secured debt.

"When an auction is conducted in a manner that, in all facets, was
beyond reproach, it may not be reopened to allow a higher bid.  To
do so would be an abuse of discretion," Judge Bohm says.

According to Judge Bohm, "the rationale for this rule is that,
when the bid procedures are clear; the bid procedures are not
complex; the parties are sophisticated; there is no collusion or
fraud; and the auction price is not grossly inadequate -- the
highest priority should be placed on maintaining the integrity of
the system.  In the case at bar, the procedures were clear and
fair; the parties were sophisticated; the auction was conducted
pursuant to the Bid Procedures and Bid Procedures Order; and the
price was adequate."

A copy of the Court's December 15, 2010 Memorandum Opinion is
available at http://is.gd/j3wmmfrom Leagle.com.

                          About Bigler LP

Houston-based Bigler LP is a diversified petrochemical producer.
Bigler has production and storage facilities on 271 acres on the
Houston Ship Channel.

Bigler filed for Chapter 11 reorganization on Oct. 30 in Houston
(Bankr S.D. Tex. Case No. 09-38188).  King & Spalding LLP serves
as the Debtor's bankruptcy counsel.  The Debtor estimated assets
of $233 million against debt totaling $151 million.  Liabilities
include $67 million owed to secured lender Amegy Bank NA, which
has a lien on all assets.

Secured lender Amegy Bank is represented by Porter & Hedges LLP.

As reported by the Troubled Company Reporter on November 30, 2010,
Judge Jeff Bohm confirmed Bigler LP and its debtor-affiliates'
Fourth Amended Chapter 11 Plan, following revisions to the Plan's
release provisions.  On October 27, 2010, the Ashley Elizabeth
Scianna Arora Investment Trust and the Stephanie Elizabeth Scianna
Investment Trust objected to confirmation of the third version of
the Plan, asserting that the Plan does not comply with applicable
provisions of the Bankruptcy Code because it provides for a
discharge of the Debtors, which is forbidden because the Plan is a
liquidating plan.  On November 9, 2010, the Court issued an order
denying confirmation of the Third Amended Plan and gave the
Debtors a deadline to cure the deficiencies regarding the release
provisions.  The Debtors conducted negotiations with the Trusts,
and an agreement was reached among all parties on revised language
for the objectionable provisions in the Plan.  A copy of the
Court's memorandum opinion, dated November 24, 2010, is available
at http://is.gd/hWK9Gfrom Leagle.com.


BIMMY'S LLC: Files for Chapter 11 Bankruptcy
--------------------------------------------
Long Island City, New York-based Bimmy's, LLC, filed for Chapter
11 protection on Dec. 17, 2010 (Bankr. E.D.N.Y. Case No. 10-
51772).  The Debtor estimated fewer than $50,000 in assets and
debts of $500,000 to $1,000,000 debts owed to ore than 50
creditors.

Adrianne Pasquarelli, writing for Crain's New York Business,
reports that Bimmy's is a Long Island City, Queens-based gourmet
sandwich maker whose slogan is "Food made with love."  Bimmy's
sells sandwiches at airport cafes and in other locations.

Crain's says neither Bimmy's founder, Elliott Fread, Esq., nor his
attorney, were immediately available for comment.

According to Crain's, Bimmy's creditors include Dairyland, a
Manhattan-based vendor to whom Bimmy's owes over $32,000, as well
as Brooklyn-based Brooklyn Bread and Aladdin Bakers Inc., owed
$9,500,000 and $8,027,000, respectively.

Crain's relates one vendor, who did not want to be identified,
said that the bankruptcy filing was a surprise, since Bimmy's has
been paying its bills, though sometimes late.

In 2009, Bimmy's and Mr. Fread were named a New York City Top
Entrepreneur by Crain's.

Bimmy's LLC is represented by:

   Dawn Kirby Arnold, Esq.
   RATTET, PASTERNAK & GORDON OLIVER LLP
   550 Mamaroneck Avenue
   Harrison, NY 10528
   Tel: (914) 381-7400
   Fax: (914) 381-7406
   E-mail: darnold@rattetlaw.com


BLOCKBUSTER INC: Icahn, et al., Oppose Lyme Regis Plea to Sue
-------------------------------------------------------------
Blockbuster Inc. and its units and other parties are asking the
Bankruptcy Court to deny a request by Lyme Regis Partners LLC to
abandon certain causes of action, or for the Court to grant it
standing to pursue claims on behalf of the estate because the
request is an "internally inconsistent, factually inaccurate
motion without merit."

As reported in the Troubled Company Reporter on Dec. 7, 2010, Lyme
Regis says it hopes to prevent the elimination of potentially
valuable claims to the Estate that (i) the Debtors will not
prosecute, and (ii) by virtue of the postpetition DIP financing
order, the Official Committee of Unsecured Creditors is unable to
prosecute.   As a result of its investigation, Lyme Regis has
identified potential claims that exist against Debtors' directors
and officers, including former director and current/former insider
Carl Icahn, and other persons.  Lyme Regis claims that at present,
the investigation is incomplete as Lyme Regis has not had access
to the information that the Debtors hold, and has not been allowed
to this point to inquire to Mr. Icahn and his affiliates directly.

On behalf of the Debtors, Stephen Karotkin, Esq., at Weil, Gotshal
& Manges LLP, in New York, relates that Lyme Regis alleges that
certain causes of action should be abandoned because they are of
inconsequential value to the estate.  However, he notes, Lyme
Regis, the holder of a subordinated unsecured claim of unknown
size, seeks standing to prosecute those causes of action.  He
asserts that Lyme Regis provides support for neither proposition.
Mr. Karotkin also argues that the request should be denied
because:

  -- there is no legal basis that the Debtors abandoned the
     alleged causes of action;

  -- Lyme Regis has not and cannot meet the applicable legal
     burden; and

  -- Lyme Regis has not shown that the Debtors have
     unjustifiably refused to bring suit on claims that are
     likely to benefit the bankruptcy estates.

Counsel for the Official Committee of Unsecured Creditors, Richard
S. Kanowitz, Esq., at Cooley LLP, in New York, argues that Lyme
Regis Partners LLC's request would effectively moot the Creditors
Committee's ongoing investigation by depriving it of the standing
needed to prosecute any potential causes of action identified in
the course of the investigation.  Granting standing to Lyme Regis,
who does not owe a fiduciary duty to unsecured creditors, to
prosecute and compromise potential estate causes of action, does
not serve the best interests of the Debtors' bankruptcy estates
and is particularly problematic in the cases wherein the Debtors
and Senior Secured Noteholders entered into a plan support
agreement prior to filing the cases which provides for, at best, a
de minimis distribution to unsecured creditors, Mr. Kanowitz
argues.

The Steering Group of Senior Secured Noteholders, who are Backstop
Lenders composed of Icahn Capital LP, Monarch Alternative Capital
LP, Owl Creek Asset Management, L.P., Stonehill Capital Management
LLC and Varde Partners, Inc., argues that Lyme Regis' request
should be denied because Lyme Regis (i) is not a party-in-interest
that has standing to file a motion for abandonment, and (ii) has
not shown the existence of colorable claims that are likely to
benefit the bankruptcy estate that the Debtors have unjustifiably
refused to bring.

Carl Icahn and his affiliated entities join in the objections of
the Debtors and Creditors Committee.  On behalf of the Icahn
entities, John J. Rapisardi, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York -- john.rapisardi@cwt.com -- contends that
the request ignores that any derivative claims are the Debtors'
property and also that those claims are the subject of the
Creditors Committee's ongoing Rule 2004 investigation.

The Icahn entities also tell the Court that they submit their
response primarily to respond to the irresponsible and false
allegations Lyme Regis raises in support of its deficient request
regarding Mr. Icahn.  Specifically, during his capacity as an
investor in, director of, and lender to the Debtors, Mr. Icahn:

  -- was always familiar with and observed the relevant
     fiduciary duties of loyalty and care in dealing with the
     Debtors;

  -- always acted in good faith as a director;

  -- always treated confidential information confidentially;

  -- resigned from the Board of Directors, reduced his equity
     investment in the Debtors in a publicly disclosed manner
     that comported with securities law and much later acquired
     the Debtors' secured bonds in the secondary market because
     he believed they represented a good investment; and

  -- continues to work with the Debtors to find a good solution
     to their difficulties.

                     Lyme Regis Talks Back

Various parties and non-parties to the bankruptcy proceeding
oppose Lyme Regis' request for a variety of contradictory reasons,
Scott A. McMillan, Esq., in La Mesa, California, tells the Court.
He contends that all agree that the "bankruptcy would be tidier if
Lyme Regis is barred from looking out for its own interests, even
if Lyme Regis's efforts would actually redound to the benefit of
all creditors."

Essentially, the Debtors and their allies -- Carl Icahn and his
affiliates, and the Backstop Lenders, which not coincidentally
include Icahn Capital LP -- want the Court to declare peremptorily
that the Icahn entities should be immune from scrutiny, Mr.
McMillan alleges.  He adds that the Creditors Committee wants to
be granted the exclusive right to pursue any liability of the
Icahn entities, but stops short of representing that it will
actually do so.

The Objecting Parties all mount technical but invalid attacks on
Lyme Regis' request to evade the essential point that there are
strong indications that there is a valid cause of action to
pursue, and the estate will be ill-served unless someone pursues
it effectively, Mr. McMillan contends.  He points out that Lyme
Regis asks for the opportunity to do so, but it has neither the
motivation nor the intention to interfere with the Creditors
Committee if the Creditors Committee ultimately elects to do the
job.

The Debtors and their allies question whether Lyme Regis has shown
that the potential cause of action is of "inconsequential value
and benefit to the estate," Mr. McMillan says.  Indeed, he
asserts, they claim to see a contradiction in Lyme Regis'
assertion that the cause of action is of inconsequential value to
the estate but nevertheless worth pursuing.  He points out that
this argument ignores the fact that, unlike many other assets, the
value of a cause of action depends upon whether the holder intends
to pursue it.

The Creditors Committee, unlike the Debtors and their allies, does
not question the viability of the claims Lyme Regis would like to
assert, Mr. McMillan avers.  Rather, he contends, the Creditors
Committee expresses anxiety that allowing Lyme Regis to proceed
might overlap or interfere with its investigation of the same
conduct.

Mr. McMillan assures Judge Lifland that Lyme Regis has no
intention or desire to interfere with any action the Creditors
Committee might take to investigate or litigate the serious
matters that it has raised in its request.  However, he insists
that when Lyme Regis filed its request, the Creditors Committee
had shown no interest in the matters at all, was facing an
imminent deadline that would keep it from pursuing them, and had
no visible means of financing the litigation that might prove to
be necessary.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Blockbuster Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)


BLOCKBUSTER INC: Moves Plan Filing Deadline to January 14
---------------------------------------------------------
Blockbuster Inc., its "subsidiary guarantors", the lenders of its
Senior Secured, Super-Priority Debtor-in-Possession Revolving
Credit Agreement and Wilmington Trust FSB, as agent, agreed to
further amend the parties' DIP Credit Agreement, effective as of
December 10, 2010, to extend the date prior to which Blockbuster
will have filed a Conforming Plan of Reorganization from Dec. 15,
2010, to January 14, 2011, according to a Form 8-K filing with the
U.S. Securities and Exchange Commission dated December 10, 2010.

The deadline to have the Court approve the Disclosure Statement
accompanying the Plan is also extended to February 11, 2011.

"Subsidiary Guarantors" refer to each of Blockbusters' U.S.-based
subsidiary other than Blockbuster 2009 Trust.

The Debtors' original Plan Filing Deadline under the DIP Credit
Agreement was November 30, 2010, and was subsequently moved to
December 15.

                         PSA Amendment

Blockbuster, in connection with the bankruptcy filing, also
entered into a Plan Support Agreement with certain subsidiaries
and beneficial owners or advisors, nominees or investment managers
for the beneficial owners of those 11.75% Senior Secured Notes due
2014 issued by Blockbuster.

The regulatory filing discloses that effective as of December 10,
2010, Blockbuster, the PSA Subsidiaries, and certain Consenting
Noteholders agreed to further amend the Plan Support Agreement to
extend the date prior to which:

  (a) Blockbuster will have filed a Plan and Disclosure
      Statement from December 15, 2010, to January 14, 2011;

  (b) a Supermajority of Consenting Noteholders will have
      approved a Business Plan from December 10, 2010, to
      January 15, 2011;

  (c) Blockbuster will have employed a chief executive officer,
      who is acceptable to, and whose terms of employment and
      compensation are acceptable to, and whose employment and
      compensation will have been approved by, a Supermajority
      of Consenting Noteholders from December 31, 2010, to
      January 14, 2011; and

  (d) the Court will have entered an order approving the
      adequacy of the Disclosure Statement and scheduling a
      hearing to confirm the Plan from January 15, 2011, to
      February 11, 2011.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Blockbuster Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)


BLOCKBUSTER INC: Stops Lyme Regis From Forcing Icahn to Give Docs.
------------------------------------------------------------------
Lyme Regis Partners LLC's request to direct Carl Icahn to produce
certain documents is little more than a thinly-veiled attempt to
circumvent the protections afforded by Rule 26 of the Federal
Rules of Civil Procedure and Rules 7026 to 7037 of the Federal
Rules of Bankruptcy Procedure, Stephen Karotkin, Esq., at Weil,
Gotshal & Manges LLP, in New York, tells the Court on behalf of
Blockbuster Inc.

Taken in conjunction with Lyme Regis' request to abandon certain
causes of action, it is clear that Lyme Regis desires to pursue
litigation against Carl Icahn and perhaps other parties, Mr.
Karotkin contends.  He insists that that use of Rule 2004 of the
Bankruptcy Code is entirely inappropriate.

The interests of Lyme Regis, to the extent those interests fall in
line with all unsecured creditors and not for its own personal
gain, are already competently represented by the Official
Committee of Unsecured Creditors, Mr. Karotkin asserts.  He notes
that the Creditors Committee has already filed its own motion
asking a Rule 2004 examination of the Debtors, and the Debtors
entered into an agreed order with the Creditors Committee that
will allow for the issuance of subpoenas and the production of
documents.

To the extent that the request seeks "unrelated, non-financial
information, it is an inappropriate attempt to circumvent the
rules of civil procedure for the benefit of one rogue bondholder,
and is not for the purpose of identifying estate assets that would
benefit all unsecured creditors," Mr. Karotkin points out.

In another filing, the Creditors Committee says it objects to the
request to the extent that the scope of the investigation, which
Lyme Regis seeks authority to conduct, overlaps or interferes with
the Creditors Committee's investigation of the prepetition conduct
of the Debtors, the Debtors' management and the Senior Secured
Noteholders and any related potential estate causes of action.

Although the Creditors Committee takes no position with respect to
the request as it relates to any direct cause of action, which
Lyme Regis purports to hold against Carl Icahn, the scope of the
proposed investigation exceeds these bounds and is clearly
designed to address the prepetition relationship among the
Debtors, Mr. Icahn and other Senior Secured Noteholders, Richard
S. Kanowitz, Esq., at Cooley LLP, in New York, alleges.

The prepetition conduct of the Debtors, the Debtors' management
and the Senior Secured Noteholders is being investigated by the
Creditors Committee in furtherance of its fiduciary duty to
general unsecured creditors, Mr. Kanowitz contends.  At minimum,
he points out, the relief sought by Lyme Regis should be narrowly
tailored to avoid any overlap or interference with the Creditors
Committee's ongoing investigation.

                     Icahn Entities React

Carl Icahn and his affiliated entities tell Judge Lifland that
Lyme Regis' misguided attempt to misuse Rule 2004 to harass them
should be denied.  They argue that the request fails as a matter
of law because Lyme Regis has not demonstrated the "good cause"
needed to obtain Rule 2004 discovery and because the request is by
turns, duplicative, burdensome and irrelevant.

John J. Rapisardi, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, contends that Lyme Regis' requested discovery does not
help it establish its own claim, and to the contrary, the
discovery it seeks is aimed entirely at "investigating" derivative
claims that belong to the Blockbuster estate.  He asserts that the
discovery that Lyme Regis seeks has nothing to do with
establishing the validity of the notes it holds or the face value
of its claims.

Instead, Lyme Regis seeks to use Rule 2004 to obtain discovery
presumably targeted at supporting generalized claims that, as
noted, are the Debtors' property, Mr. Rapisardi says.  He points
out that Lyme Regis has no right to use Rule 2004 for that
purpose, especially because the Creditors Committee is in the
midst of conducting a Rule 2004 investigation of its own.

                      Lyme Regis Responds

Scott A. McMillan, Esq., in La Mesa, California, tells Judge
Burton Lifland that the objections of the Debtors and their allies
-- Carl Icahn and his affiliates -- are not valid.

The assertion that Lyme Regis has no reason to conduct a Rule 2004
examination presumes that its motion to abandon certain causes of
action will necessarily be denied without regard to the merits of
the claims Lyme Regis seeks to pursue, Mr. McMillan contends.  He
asserts that this presumption is fallacious, and that Lyme Regis
should be allowed to conduct a Rule 2004 examination tailored to
the causes of action it seeks to pursue in the Motion to Abandon,
which should also be granted.

Although the Icahn entities maintain that any claims that might
be uncovered from them "are not Lyme Regis'," they begrudgingly
admit in a footnote that in proper circumstances the Creditors
Committee, or even an individual creditor, can maintain an action
that otherwise would be the property of the estate, Mr. McMillan
says.  He insists that Lyme Regis has the right to prepare for a
contested confirmation hearing and to obtain information that will
illustrate that the Debtors' proposed plan of reorganization is
not "fair and equitable" to the impaired classes, of which Lyme
Regis is a member.

"After all, 'insider' Carl Icahn and his affiliates did purchase
the same debt that they now assert against the unsecured creditors
at a substantial discount," Mr. McMillan says.

Lyme Regis, in bringing the request, has no intention or reason to
create inefficiencies in the proceeding, like overlapping,
duplication or interference in the conduct of a Rule 2004
examination, Mr. McMillan avers.  He asserts that Lyme Regis
should be allowed to conduct its Rule 2004 examination for the
legitimate reason of gathering information to support the causes
of action it has sought leave to pursue in its Motion to Abandon.
He adds that Lyme Regis's examination can and should be
coordinated with the Creditors Committee's examination, without
overlap, duplication or interference.

                        *     *     *

The Court denied Lyme Regis's request for authority to subpoena
information from Mr. Icahn and the Icahn entities, reports Tiffany
Kary of Bloomberg News.

Judge Lifland maintained that the Creditors Committee has the duty
to investigate any potential lawsuits on behalf of all creditors,
says Bloomberg.

"The moving parties are spurred by self-interest rather than
fiduciary interest," Judge Lifland is quoted by Bloomberg News as
saying.  He added that Lyme Regis' counsel could not tell the
Court how much Blockbuster debt the investment firm owned.

According to Don Herzog, a Lyme Regis representative, the judge
"felt a creditor committee was better suited to take the actions
we were requesting," Dallas Business Journal reports.  "However,
we continue to be concerned that the creditor committee
investigation is limited in scope and that their counsel is poised
to overlook the historical events that we believe matter in this
case," Mr. Herzog said.

"We intend to continue to participate in this bankruptcy
proceeding and intend to continue seeking equitable treatment of
impaired classes which includes Lyme Regis," Mr. Herzog told the
DBJ.  "We believe that our efforts will foster a more rapid and
efficient rehabilitation of the Blockbuster estate," he added.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Blockbuster Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)


BLUEKNIGHT ENERGY: Vitol Urged to Reconsider Restructuring Plan
---------------------------------------------------------------
MSD Capital, L.P. delivered a letter to Vitol Inc., the co-general
partner of Blueknight Energy Partners, L.P., urging it to
reconsider its current plan to restructure the Partnership.
Blueknight Energy Partners is a midstream energy company in which
MSD owns 16.5 % of the common units outstanding. Following is the
full text of the letter sent to Vitol's chief executive officer:

December 16, 2010
James C. Dyer, IV
Blueknight Energy Partners G.P., L.L.C.
c/o Vitol Inc.
1100 Louisiana Street
Suite 5500
Houston, TX 77002-5255

Dear Mr. Dyer:

As you know, we own 3,576,944 Limited Partnership units (16.5 % of
the common units outstanding) of Blueknight Energy Partners, L.P.
We have been owners since August 2008, and we have never sold a
unit.

As significant limited partners who have long believed in
Blueknight's potential, we do not send this letter rashly.

We have reviewed the Global Transaction Agreement that Vitol
executed with BKEP on October 25, 2010, and have also considered
carefully the rationale that you offered to us when you visited
our offices recently soliciting our support for these
transactions.  We have concluded that Vitol and Charlesbank
Capital Partners, the Partnership's general partners, are seeking
improperly to seize the economic rights to BKEP's cash flows that
contractually belong to the limited partners of the Partnership.
Your scheme violates the express terms of the Partnership
Agreement as well as basic notions of fair dealing and propriety.

Further, we have good reason to believe that the Board of
Directors' so-called Conflicts Committee process was tainted and
not conducted appropriately or in good faith.

When Vitol acquired the general partner of Blueknight in October
2009, you were or should have been fully aware of the fact that,
due to the unfortunate circumstances surrounding the bankruptcy of
its former general partner, the limited partners of Blueknight had
accumulated the right to significant distribution arrearages - now
aggregating over $70 million, or more than $3.25 per common unit -
which would need to be satisfied before the general partner could
enjoy distributions with respect to its subordinated units or
incentive distribution rights.  Moreover, you should have been
aware that the Partnership's Minimum Quarterly Distribution of
$1.25 would have to be paid to limited partners for 3 years before
the subordination period on your subordinated LP units would
expire.  These facts, coupled with the other customary structural
features of Blueknight's Partnership Agreement necessarily meant
that Vitol's ability to earn meaningful cash distributions from
BKEP would be limited until these contractual obligations to the
limited partners were satisfied.

After a year of little business progress, you apparently have
decided that you are unwilling to wait while BKEP satisfies its
contractual obligations to its limited partners as provided for in
Blueknight's Partnership Agreement.  Rather, you are seeking to
catapult yourselves from your legally subordinated position in the
economic hierarchy of the Partnership and, in the process, strip
the limited partners of their rightful claim on BKEP's cash flows.

You are seeking to implement your scheme in two parts.  First, you
purport to have invested $140 million in a new class of preferred
shares.  The preferred shares were issued at a commercially
unreasonable 30% discount to the then-trading price of BKEP units
and carry an annual 8.5% coupon.  The annual coupon is slated to
jump to at least 11% after one year and potentially, as discussed
below, more than double to a whopping 17.5%.

You extracted these egregious terms from the Partnership
notwithstanding that, as your financial advisors no doubt informed
you, numerous capital infusions of MLPs have occurred in recent
months on terms far more favorable than the self-dealing option
you have chosen.  Indeed, you yourself have acknowledged that
there have even been proposals for "all debt" financings which
would not have necessitated any dilution to the limited partners'
interest.  Of course, such an arms-length and economically
superior transaction for the Partnership would not have enabled
you to appropriate economic benefits that rightfully reside with
the limited partners.  It also would not have triggered multi-
million dollar "change of control" payments to BKEP's management,
such as those made after execution of the GTA.

Second, as if all this were not enough, you have devised a plan
for a coercive vote whereby if the limited partners do not waive
the arrearages that we are owed and approve Vitol's leapfrogging
the original distribution priorities, the coupon on your new
preferred will automatically rocket to an unconscionable 17.5% per
annum.  It seems that if the limited partners do not vote to
surrender our contractual claims to the arrearages and future cash
distributions, you are intent on appropriating the Partnership's
cash flow by other means.

The current GTA will burden the Partnership with an uneconomic
cost of capital.  It will handicap its future viability.  It
violates the Partnership Agreement in numerous ways.  Its terms
are such that it could not have been adopted in good faith.  Your
course of action seeks the illegitimate short term enrichment of
your GP interests at the expense of building a long term
cooperative relationship with your limited partners for the
benefit of the Partnership as a whole.  This will likely haunt
BKEP for years to come if you insist on a course of action that so
flagrantly disenfranchises your limited partners.  Indeed, if the
economic rights of limited partners in MLPs can be eviscerated as
you intend, the viability of the entire MLP asset class may be
jeopardized.

We urge you to reconsider the GTA and to pursue a plan for BKEP
that respects your contractual obligations and is on fair,
reasonable and arms-length terms.  Please respond with your
intentions by December 23rd.  If we do not receive a satisfactory
response from you, we may pursue any or all of the other
alternatives as outlined in our 13D filing.

Very truly yours,

Daniel Shuchman
Partner

                      About Blueknight Energy

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

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

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

                          *     *     *

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


BOOZ ALLEN: S&P Puts 'B+' Rating on CreditWatch Positive
--------------------------------------------------------
Standard & Poor's Ratings Services said it placed all of its
ratings, including its 'B+' corporate credit rating, on McLean,
Virginia-based Booz Allen Hamilton Inc. on CreditWatch with
positive implications, reflecting improved operating metrics and a
completed IPO, the proceeds of which S&P expects will be applied
to debt reduction.

"The CreditWatch placement reflects significant growth in revenue
and EBITDA in the last 12 months as well as the potential for
further debt reduction following the company's recent IPO," said
Standard & Poor's credit analyst Jennifer Pepper.  Proceeds from
the IPO were used to repay a portion of its $550 million unsecured
debt.

Revenues for the 12 months ended Sept. 30, 2010, totaled about
$5.3 billion, up over 13% from the prior year, reflecting strong
growth in the defense and security sectors.  EBITDA was also up
about 40%, resulting in leverage improvement to 4.0x at Sept. 30,
2010, down from 5.7x in December 2009, when the company paid a
partially debt-funded dividend.  With minimal capital expenditures
and cash tax requirements, S&P expects Booz Allen to generate
solid discretionary cash flow, which, if applied to debt
reduction, could result in further improvement to credit metrics
in the next year or two.

In resolving the CreditWatch, S&P will assess the company's
financial policies as a public company, cash balances pro forma
for the debt repayment, and growth strategies.  There is the
potential that S&P could raise the corporate credit rating to a
strong 'BB'.


BRAD RAINEY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Brad Rainey Homes, Inc.
        281 Germantown Bend Cove
        Cordova, TN 38018

Bankruptcy Case No.: 10-33757

Chapter 11 Petition Date: December 17, 2010

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

Judge: David S. Kennedy

Debtor's Counsel: Jonathan E. Scharff, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  E-mail: jscharff@harrisshelton.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnwb10-33757.pdf

The petition was signed by Brad Rainey, president.


BSC DEVELOPMENT: Judge to Hear Statler Towers Abandonment Today
---------------------------------------------------------------
James Fink at Business First says a federal bankruptcy judge will
decide on Dec. 21, 2010, whether to consider a recommendation by
Garry Graber, counsel to court-appointed trustee Morris Horwitz,
for the abandonment of Statler Towers.

According to the report, James Eagan and Mark Croce, two
principals in Statler City LLC and the building's potential buyer,
were given a 10-day extension to complete due diligence and secure
$5.2 million sought in public sector funds to cover immediate
repairs.  The City of Buffalo's legal representative said if all
else fails, the city may be willing to take over ownership of the
building.

                      About Statler Towers

Contract Specialists International, Inc., Firstsource
Manufacturing, Inc., and Parklane Catering LLC filed an
involuntary Chapter 11 bankruptcy petition for BSC Development BUF
LLC, aka BSC Tower, LLC, on April 13, 2009 (Bankr. W.D. N.Y. Case
No. 09-11550).  BSC Development owns the Statler Towers in
downtown Buffalo, New York.  The bankruptcy judge later
put BSC's into Chapter 11.  Morris Horwitz was named the
building's trustee.

Bashar Issa, owner of BSC Development, filed for Chapter 15
protection on September 21, 2010 (Bankr. W.D. N.Y. Case No. 10-
140790.  Kevin Mawer, as foreign representative, signed the
Chapter 15 petition.  Bernard Schenkler, Esq., and William F.
Savino, Esq., at Damon Morey LLP, represent the foreign
representative.  The Debtor is estimated to have assets at $10
million to $50 million and debts at $50 million to $100 million.


C&D TECHNOLOGIES: Stockholders OK Debt-To-Equity Exchange Offer
---------------------------------------------------------------
C&D Technologies, Inc.'s stockholders have approved the Company's
offers to exchange its outstanding 5.25% Convertible Senior Notes
due 2025 and 5.50% Convertible Senior Notes due 2026 for shares of
the Company's common stock and have approved corresponding
amendments to the Company's certificate of incorporation at a
Special Meeting of Stockholders held today at 3:00 PM EST at the
Company's headquarters.

As previously announced, the Company's exchange offers will expire
at 11:59 PM EST on Monday, December 20, 2010.  Validly tendered
Notes may be validly submitted or withdrawn at any time prior to
the expiration time.  The consummation of the exchange offers is
conditioned upon, among other things, at least 95% of the
aggregate principal amount of the Notes being validly tendered and
not validly withdrawn.  As of 5:00 PM EST on December 20, 2010,
approximately 97.99% of the Notes have been validly tendered and
not validly withdrawn, in its outstanding exchange offers.
Pursuant to the terms of the exchange offers, if all the
conditions of the exchange offers are satisfied, the participating
noteholders will receive their pro rata share of 95% of the issued
and outstanding common stock of the Company immediately following
completion of the exchange offer.  Existing holders of common
stock will retain between 5% and 9.75% of the issued and
outstanding common stock of the Company, in each case subject to
dilution due to securities issued under the Company's management
incentive plans.

If all conditions to consummating the exchange offers have been
satisfied, the Company will cease seeking support for its
prepackaged plan of reorganization.

The exchange offers are subject to and described more fully in the
Company's effective Registration Statement (file number 333-
170056) on Form S-4 filed with the SEC on November 30, 2010.

                      About C&D Technologies

C&D Technologies, Inc., provides solutions and services for the
switchgear and control (utility), telecommunications, and
uninterruptible power supply (UPS), as well as emerging markets
such as solar power.  C&D Technologies' engineers, manufactures,
sells and services fully integrated reserve power systems for
regulating and monitoring power flow and providing backup power in
the event of primary power loss until the primary source can be
restored.  C&D Technologies' unique ability to offer complete
systems, designed and produced to high technical standards, sets
it apart from its competition.  C&D Technologies is headquartered
in Blue Bell, PA.

                     Restructuring Support Agreement

On September 14, 2010, the Company entered into a restructuring
support agreement with two convertible noteholders who together as
of the date of the RSA held approximately 56% of the aggregate
principal amount of the 2005 Notes and the 2006 Notes.  The
Supporting Noteholders have agreed to a proposed restructuring of
the 2005 Notes and the 2006 Notes which will be effected through
(i) an offer to exchange the outstanding 2005 Notes and 2006 Notes
for up to 95% of the Company's common stock, or (ii) a prepackaged
plan of reorganization under Chapter 11 of the U.S. Bankruptcy
Code.

The RSA may be terminated by the Supporting Noteholders upon the
Company's failure to consummate the Exchange Offer and/or the
Prepackaged Plan on or prior to February 28, 2011.

                         Exchange Offer

Pursuant to the RSA, the Company has launched an offer to exchange
its outstanding 5.25% Convertible Senior Notes due 2025 and 5.50%
Convertible Senior Notes due 2026 for up to 95% of the outstanding
shares of the Company's common stock in the aggregate following
consummation of the exchange offers.  The Company is
simultaneously soliciting holders of the Notes and the existing
holders of Common Stock to approve a prepackaged plan of
reorganization as an alternative to the exchange offer.

The exchange offers and the solicitation period for acceptances
under the prepackaged plan of reorganization expires 11:59 PM EST
on Monday, December 20, 2010.

If the restructuring is accomplished through the exchange offers,
the holders of Notes will receive their pro rata share of up to
95% of the outstanding shares of Common Stock following the
consummation of the exchange offers and the existing stockholders
of the Company will hold at least 5%, and up to 9.75% of the
outstanding shares of Common Stock following the consummation of
the exchange offers.

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

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

C&D Technologies has elected not to make a semi-annual interest
payment due on its 5.25% Convertible Senior Notes due 2025 on
November 1, 2010.


CAPRIUS INC: Marcum LLP Raises Going Concern Doubt
--------------------------------------------------
Caprius, Inc., filed on December 17, 2010, its annual report on
Form 10-K for the fiscal year ended September 30, 2010.

Marcum LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has a working capital deficiency
and has substantial recurring losses from operations.

In addition, under the terms of the Loan Facility Agreement with
Vintage Capital Group LLC, the Company was obliged to fulfill
certain defined covenants and achieve specific milestones,
including those relating to unit sales and the relocation of
manufacturing.  To date, these aforementioned covenants and
milestones have not been met and the Company has been put on
notice by Vintage of these defaults.

The maturity date of the Vintage Loan Facility was December 16,
2010.  Vintage recently has agreed to extend the maturity date of
the loan to the earlier of (i) February 1, 2011, or (ii) the
termination of the Merger Agreement, discussed below.

                         Merger Agreement

On November 10, 2010, the Company entered into a definitive merger
agreement to be acquired by with Vintage.  Vintage is the
Company's primary lender and holds warrants exercisable into 40%
of the Company's common stock $0.01 par value on a fully-diluted
basis.  The Merger is a "going-private" transaction whereby after
the Merger is completed, the Company would cease to be a SEC
reporting company and the trading market for its Common Stock
would terminate.  Under the terms of the agreement, Caprius'
common and preferred stockholders will receive $0.065 per share on
an as-converted basis.

The Merger Agreement sets forth several conditions to the closing
of the Merger, including approval by the Company's stockholders at
a special meeting to be called at a future date after clearance of
proxy material.  The Company plans to file a preliminary proxy
statement and other materials with the SEC that will describe in
detail the background of the Merger, the terms and conditions of
the Merger Agreement, the proposals to be adopted at the special
meeting and other related information.  The Merger Agreement
provides that in certain situations either party may terminate
that Agreement in the event the Merger is not consummated by
June 30, 2011.

The Company reported a net loss of $3.64 million on $1.17 million
of product sales for fiscal 2010, compared with a net loss of
$2.89 million on $1.24 million of product sales for fiscal 2009.

The Company's balance sheet at September 30, 2010, showed
$1.76 million in total assets, $7.51 million in total liabilities,
and a stockholders' deficit of $5.75 million.

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

               http://researcharchives.com/t/s?7133

Paramus, N.J.-based Caprius, Inc. (Pink Sheets: CAPI)
-- http://www.caprius.com/-- is engaged in the infectious medical
waste disposal business, through subsidiaries which developed,
market and sell the SteriMed and SteriMed Junior compact systems
that simultaneously shred and chemically disinfect regulated
medical waste using a proprietary, EPA registered, bio-degradable
chemical known as Ster-Cid.


CARDIMA, INC.: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cardima, Inc.
        P.O. Box 14172
        Fremont, CA 94539

Bankruptcy Case No.: 10-74445

Chapter 11 Petition Date: December 17, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (Oakland)

Judge: Roger L. Efremsky

Debtor's Counsel: Heinz Binder, Esq.
                  Roya Shakoori, Esq.
                  LAW OFFICES OF BINDER AND MALTER
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  E-mail: heinz@bindermalter.com
                          roya@bindermalter.com

Scheduled Assets: $650,760

Scheduled Debts: $1,016,127

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-74445.pdf

The petition was signed by Cindy Trumble, corporate controller.


CENTRALIA OUTLETS: Gets Court's Interim Nod to Use Cash Collateral
------------------------------------------------------------------
Centralia Outlets, LLC, seeks authority from the Hon. Paul B.
Snyder of the U.S. Bankruptcy Court for the Western District of
Washington to use the cash collateral until February 7, 2011.

In February 2007, the Debtor executed a promissory note in favor
of Intervest-Mortgage Investment Company in the amount of
$30,750,000.  In connection with the loan, the Debtor also
executed various other documents, including a construction loan
agreement in February 2007, and a deed of trust, assignment of
rents and security agreement pursuant to which it granted
Intervest a lien against the real property and improvements
comprising the Debtor's Outlet Mall and an assignment of leases
and rents therefrom and an assignment of leases and cash
collateral.  Intervest assigned its interests in the loan
documents to Sterling Savings Bank.  As of December 2, 2010, the
Debtor owed the Bank $24,268,584.  The Bank has asserted that it
holds all rights as lender under the loan documents.

James L. Day, Esq., at Bush Strout & Kornfeld, explains that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.

The Debtor proposed to continue to pay the Bank, on a monthly
basis, interest-only payments at the non-default rate as provided
for under its loan documents.

As adequate protection for the use of cash collateral, the Debtor
will grant on an interim basis security interests and liens in and
to all leases that the Debtor enters into following the Petition
Date and all rents and other income the Debtor receives on account
of leases entered into both prior to and following the Petition
Date.

The Bank retains its interests in the prepetition collateral,
which includes real property and improvements, and each of the
leases entered into prior to the Petition Date.  The Bank's
interests will be further protected by replacement liens and
monthly payments that the Bank will continue to receive.

The Court has set a final hearing for February 3, 2011, at
10:30 a.m. on the Debtor's request to use cash collateral.

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


CHRYSLER FINANCIAL: TD Bank Said to Be Close to $6.3BB Purchase
---------------------------------------------------------------
The Wall Street Journal's Gregory Zuckerman reports that Toronto-
Dominion Bank is close to a $6.3 billion purchase of Chrysler
Financial Corp., according to people close to the matter.  The
deal, they say, could be announced as soon as Tuesday.

The Journal says Cerberus Capital Management LP would retain about
$1 billion of assets as part of the deal.

The Journal says a spokesman for Toronto-Dominion declined to
comment. Peter Duda, a spokesman for Cerberus, declined to
comment.

According to the Journal, Cerberus purchased more than 80% of
Chrysler Holding LLC in May 2007.  Cerberus relinquished ownership
of Chrysler as part of the Treasury Department's move to take over
the carmaker, though Cerberus retained Chrysler Financial, the
company's finance arm.  Chrysler filed for bankruptcy protection
in 2009 and later was sold to a group including Fiat SpA.

Chrysler Financial is no longer affiliated with the auto maker
whose name it bears.

According to the Journal, the rally in the credit markets has made
Chrysler Financial's loans more valuable to investors, while the
Federal Reserve's efforts to push down borrowing rates has made
the auto-loan business more attractive to lenders.

As reported by the Troubled Company Reporter on October 18, 2010,
Standard & Poor's Ratings Services raised its counterparty credit
rating on Chrysler Financial Services Americas LLC to 'CCC' from
'CCC-' and subsequently withdrew the rating at the company's
request.  S&P also withdrew its issue-level and recovery ratings
on the senior secured first- and second-lien debt that the company
has paid in full and terminated.  The outlook was stable prior to
the withdrawal of the rating.

"Chrysler Financial has managed ably the continued winding down of
its legacy portfolio of Chrysler auto receivables over the past
year, with significant reductions in leverage and operating
expenses, while reporting profits," said Standard & Poor's credit
analyst Brendan Browne.  "Although S&P remains uncertain of the
company's ability to successfully enter new business lines, S&P
recognizes that it has improved its financial position, warranting
a change in S&P's counterparty credit rating prior to the
withdrawal of that rating."

The company's new plan to expand into nonprime auto lending and
middle-market commercial lending represents an enormous shift in
strategy, remains in the early stages, and will come with new
risks, in S&P's view.  S&P will continue to monitor the company as
the plan develops and further details emerge.  Currently S&P
believes its success is uncertain, but S&P recognize it has made
some progress in its business plans.

The stable outlook reflected S&P's expectation that the company
will maintain a strong capital and liquidity position and remain
profitable through 2010 while it attempts to cultivate new areas
of business.

The TCR on August 25, 2010, reported that Dominion Bond Rating
Service upgraded the ratings of Chrysler Financial Services
Americas, including the Issuer Rating to CCC from "C ".  Further,
DBRS upgraded the ratings of the Second Lien Credit Facility to "B
" from "C " and has withdrawn the ratings on the First Lien Credit
Facility, which has been repaid in full.  Concurrently, DBRS has
removed all ratings from Under Review with Negative Implications,
where they were placed on April 30, 2009.  The trend on all
ratings is Stable.

DBRS's ratings of Chrysler Financial reflect the improving
financial profile, namely the improved capitalization,
significantly reduced debt levels and the sound credit risk and
servicing capabilities of the Company.  The ratings however, are
constrained by the still limited funding profile and uncertainties
regarding the Company's evolving business plan and its future
prospects as it endeavors to grow new lending in the sub and near-
prime auto space and to a lesser extent, into mid-market
commercial lending.


COMMERCIAL CASEWORK: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Commercial Casework, Inc.
        6500 Youngerman Circle
        Jacksonville, FL 32244

Bankruptcy Case No.: 10-10844

Chapter 11 Petition Date: December 17, 2010

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

Debtor's Counsel: Kevin B. Paysinger, Esq.
                  BANKRUPTCY LAW FIRM OF LANSING J. ROY
                  P.O. Box 10399
                  Jacksonville, FL 32247
                  Tel: (904) 391-0030
                  Fax: (904) 391-0031
                  E-mail: court@jacksonvillebankruptcy.com

Estimated Assets: $0 to $50,000

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 Scott T. Gay, president.


DCP LLC: S&P Affirms Corporate Credit Rating at 'B'
---------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Santa Monica, California-based TV
production company dcp LLC.  At the same time, S&P changed the
rating outlook to negative from stable.

"The outlook change reflects S&P's concern that an unfavorable
outcome of dcp's litigation with the Hollywood Foreign Press
Association could hurt revenue and EBITDA," said Standard & Poor's
credit analyst Deborah Kinzer.  On Nov. 17, 2010, the HFPA filed
suit accusing Dick Clark Productions of trying to misappropriate
rights to the Golden Globe awards by unilaterally entering into a
new broadcast contract with NBC.  The suit does not apply to the
Jan. 16, 2011 awards show, which falls under the current broadcast
contract.  However, an unfavorable outcome for dcp could weaken
the company's future revenue and EBITDA, given the Golden Globes'
importance as one of four live TV events produced by the company.

S&P's rating on dcp reflects the company's small portfolio of
live-event, high-profile TV programming and its high leverage
following its $165 million senior secured notes issuance in 2010.
S&P views the company's business risk profile as weak based on its
business concentration on four major annual live-TV programs and
one TV series.  The company's limited liquidity, weak EBITDA
coverage of interest, and high debt leverage underpin S&P's
assessment of its financial risk profile as highly leveraged.


DEAN FOODS: Fitch Affirms Issuer Default Rating at 'B'
------------------------------------------------------
Fitch Ratings has affirmed these ratings of Dean Foods Company and
Dean Holding Company.  Fitch has also removed the ratings from
Rating Watch Negative where they were placed on Dec. 3, 2010.

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

Dean Foods Company (Parent)

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

Dean Holding Company (Operating Subsidiary)

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

The Rating Outlook is Stable.

Resolution of Negative Watch:

The resolution of the Negative Watch follows the amendment to
Dean's senior secured credit and receivables purchase agreements
which became effective yesterday.  Conditions of Effectiveness
included 1) the issuance of at least $400 million of unsecured
notes with maturity of no less than seven years on or before
Feb. 28, 2011, and 2) utilizing net proceeds to prepay a portion
of its 2014 tranche A term loan.  On Dec. 9, Dean issued and
priced $400 million of 9.75% eight-year notes due Dec. 15, 2018,
for which Fitch assigned a 'CCC/RR6' rating, and since that time
has used proceeds to prepay a portion of its 2014 tranche A term
loan.

The Stable Outlook is due to the alleviation of covenant risk
following the amendment discussed above and Fitch's belief that
cushion under Dean's covenants is currently adequate and will
gradually improve in 2011.  Although operating margins are likely
to remain depressed in the near-term, the company is expected to
use free cash flow (defined as cash flow from operations less
capital expenditures and dividends) along with proceeds from a
previously announced asset sale to repay debt.  Fitch's current
ratings factor in expectations that Dean's EBITDA margin will
remain well below its 10-year historical average of approximately
8% due to market share gains by private-label milk and the
industry's excess capacity.

Credit Statistics:

For the latest 12-month period ended Sept. 30, 2010, total debt-
to-operating EBITDA was 5.4 times, funds from operations adjusted
leverage was 5.7x and operating EBITDA-to-gross interest expense
was 3.2x.  Fitch currently projects that total debt-to-operating
EBITDA will remain near current levels through 2011, despite
modest debt reduction, due to below normal EBITDA margins as
discussed above.

Dean generated $267 million of FCF during the LTM period.  Current
ratings incorporate Fitch's expectations that FCF will be
significantly lower in 2011, despite aggressive working capital
management and the fact that Dean does not pay a dividend.  In
addition to the recent step-down in profitability, capacity
constraints at Dean's higher-margin WhiteWave-Alpro business along
with investments behind other cost savings initiations will result
in higher capital expenditures and lower FCF.

Liquidity, Maturities and Covenants:

At Sept. 30, 2010, Dean had $1.4 billion of liquidity which
included $102.1 million of cash, $863.1 million of revolver
availability and $481.3 million of borrowing capacity under its
receivables-backed facility.  The company's $1.5 billion revolver
has two tranches for which $225 million expires on April 2, 2012
and $1.3 billion is due on April 2, 2014.  Dean's $600 million
receivables-backed facility matures on Sept. 30, 2011 but can be
extended for an additional 364 days.

Following the Dec. 16, 2010 amendment, upcoming maturities include
approximately $168 million and $223 million of mandatory term loan
repayments in 2011 and 2012, respectively.  Fitch expects
internally generated cash flow and proceeds from any asset sale to
satisfy these obligations.

Dean's maximum leverage ratio is 5.75x through Dec. 31, 2011,
stepping down by 0.25x increments annually at Dec. 31 until
Sept. 30, 2013, when the ratio falls to 4.5x.  The company's
minimum interest coverage ratio is set at 2.5x through Dec. 31,
2011, stepping up to 2.75x at March 31, 2012 and then increasing
to 3.0x at March 31, 2013.  Dean's new maximum senior secured
leverage ratio is 4.25x through Dec. 31, 2011, declining to 3.75x
on March 31, 2012, and then to 3.5x on March 31, 2013.  As
previously mentioned Fitch believes the company will have adequate
cushion under these covenants in the near-to-intermediate term.

Recovery Ratings:

While an event of default is not anticipated, the 'RR2' rating on
Dean's secured bank debt incorporates Fitch's view that recovery
prospects for these obligations would be superior or range from
71%-90% in a distressed situation.  The 'RR6' rating on the
unsecured notes reflects the heavy mix of secured debt in the
company's capital structure and Fitch's view that a limited amount
would be available for distribution to unsecured bondholders in a
recovery event.  Dean's $500 million of 7% senior unsecured notes
due June 1, 2016, and its newly issued $400 million of 9.75%
senior unsecured notes due Dec. 15, 2018, both contain a change of
control put option of 101% of principal plus accrued and unpaid
interest if the company was acquired.


DORAL ENERGY: Posts $399,500 Net Loss in October 31 Quarter
-----------------------------------------------------------
Doral Energy Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $399,465 on $210,096 of oil and gas sales
for the three months ended October 31, 2010, compared with a net
loss of $1.29 million on $467,197 of oil and gas sales for the
three months ended October 31, 2009.

The Company's balance sheet at October 31, 2010, showed
$2.77 million in total assets, $2.81 million in total liabilities,
and a stockholders' deficit of $37,846.

As reported in the Troubled Company Reporter on November 23, 2010,
MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Doral Energy Corp.'s 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 the Company has
negative working capital and recurring losses from operations.

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

               http://researcharchives.com/t/s?712e

                        About Doral Energy

Doral Energy Corp. (OTC BB: DRLY) -- http://www.DoralEnergy.com/
-- is a licensed oil and gas operator in the state of New Mexico.
The Company is headquartered in Midland, Texas.


DOT VN: Posts $997,300 Net Loss in October 31 Quarter
-----------------------------------------------------
Dot VN, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $997,335 on $244,802 of revenue for the three months
ended October 31, 2010, compared with a net loss of $1.35 million
on $290,228 of revenue for the same period a year earlier.

The Company's balance sheet at October 31, 2010, showed
$2.43 million in total assets, $10.83 million in total
liabilities, and a stockholders' deficit of $8.39 million.

As reported in the Troubled Company Reporter on August 3, 2010,
Chang G. Park CPA expressed substantial doubt about Dot VN's
ability to continue as a going concern, following the Company's
results for the fiscal year ended April 30, 2010.  The independent
auditors cited the Company's losses from operations.

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

               http://researcharchives.com/t/s?7132

                          About Dot VN

Dot VN, Inc. (OTC BB: DTVI) -- http://www.DotVN.com/-- provides
Internet and telecommunication services for Vietnam and operates
and manages Vietnam's innovative online media web property,
www.INFO.VN.  The Company is the "exclusive online global domain
name registrar for .VN (Vietnam)."  Dot VN is the sole distributor
of Micro-Modular Data Centers(TM) solutions and E-Link 1000EXR
Wireless Gigabit Radios to Vietnam and Southeast Asia region.  Dot
VN is headquartered in San Diego, California with offices in
Hanoi, Danang and Ho Chi Minh City, Vietnam.

Dot VN was incorporated in the State of Delaware on May 27, 1998,
under the name Trincomali Ltd.


DOW CORNING: 6th Cir. Rules on Evidence in Ambiguous Plan Terms
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals from Cincinnati ruled on
Dec. 17 in an appeal arising from the Dow Corning Corp.
reorganization plan that when construing an ambiguous provision in
a Chapter 11 plan, the bankruptcy court may consider extrinsic
evidence.  On appeal, the appellate court may not consider
extrinsic evidence and will uphold the ruling of the bankruptcy
court if the interpretation as "reasonable," the U.S. Court of
Appeals said.

According to Mr. Rochelle, in one of the two Dow Corning appeals
considered together, the Sixth Circuit Court of Appeals concluded
that one provision in the plan was ambiguous when the lower court
thought it wasn't.  The appeals court remanded the case to
consider extrinsic evidence which the lower court hadn't done in
view of the erroneous conclusion that the plan wasn't ambiguous.
In the second appeal, the court also reversed because the lower
court made a grammatical mistake in interpreting a plan provision
using the words "none" and "or."

U.S. Circuit Judge Ray M. Kethledge wrote the majority opinion.
Chief U.S. Circuit Judge Alice M. Batchelder concurred in part and
dissented in part.  Judge Batchelder believes that the majority's
opinion "confuses, rather than clarifies, the standard of review
in cases such as these."  Mr. Rochelle agrees.

The case is Dow Corning Corp. v. Claimants' Advisory Committee,
Case No. 09-1827 (6th Cir.).  A copy of the Sixth Circuit's
December 17, 2010 Opinion is available at http://is.gd/j7g59from
Leagle.com.

Dow Corning is represented by:

          John Donley, Esq.,
          Douglas Geoffrey Smith, Esq.
          G. David Mathues, Esq.
          KIRKLAND & ELLIS, LLP
          300 North LaSalle
          Chicago, IL 60654
          Telephone: 312-862-2068
          Facsimile: 312-862-2200
          E-mail: john.donley@kirkland.com
                  douglas.smith@kirkland.com
                  david.mathues@kirkland.com

               - and -

          Deborah E. Greenspan, Esq.
          DICKSTEIN SHAPIRO LLP
          1825 Eye Street NW
          Washington, DC 20006-5403
          Telephone: (202) 420-3100
          E-mail: greenspand@dicksteinshapiro.com

The Claimants' Advisory Committee is represented by:

          Jeffrey S. Trachtman, Esq.
          KRAMER, LEVIN, NAFTALIS & FRANKEL, LLP
          1177 Avenue of the Americas
          New York, NY 10036
          Telephone: 212-715-9175
          Facsimile: 212-715-8000
          E-mail: jtrachtman@kramerlevin.com

               - and -

          Ernest H. Hornsby, Esq.
          FARMER, PRICE, HORNSBY & WEATHERFORD, LLP
          100 Adris Place
          Dothan AL 3630
          Telephone: (334) 793-2424
          Facsimile: (334) 793-6624

              - and -

          Dianna Pendleton-Dominguez, Esq.
          LAW OFFICE OF DIANNA PENDLETON-DOMINGUEZ
          401 N. Main St.
          St. Marys, OH 45885
          Telephone: 419-394-0717

                        About Dow Corning

Dow Corning Corp. -- http://www.dowcorning.com/-- produces and
supplies more than 7,000 silicon-based products and services to
more than 25,000 customers worldwide.  Dow Corning is equally
owned by The Dow Chemical Company and Corning Incorporated.

The Company filed for Chapter 11 protection on May 15, 1995
(Bankr. E.D. Mich. Case No. 95-20512) to resolve silicone implant-
related tort liability.  The Company owed its commercial creditors
more than $1 billion at that time.  A consensual Joint Plan of
Reorganization, amended on February 4, 1999, offering to pay
commercial creditors in full with post-petition interest,
establish a multi-billion-dollar settlement trust for tort claims,
and leave Dow Corning's shareholders unimpaired, took effect on
June 30, 2004.


DUANE HANSEN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: Duane D. Hansen
               Kathleen M. Hansen
               19 Riderwood Road
               Barrington, IL 60010

Bankruptcy Case No.: 10-55544

Chapter 11 Petition Date: December 16, 2010

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

Judge: Jacqueline P. Cox

Debtors' Counsel: Paul M. Bach, Esq.
                  LAW OFFICES OF PAUL M. BACH
                  P.O. Box 1285
                  Northbrook, IL 60065
                  Tel: (847) 564-0808
                  Fax: (847) 564-0985
                  E-mail: paul@bachoffices.com

Estimated Assets: $0 to $50,000

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

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


DUKE AND KING: Gets Court's Interim Nod to Use Cash Collateral
--------------------------------------------------------------
Duke and King Acquisition Corp., et al., sought and obtained
interim authorization from the Hon. Gregory F. Kishel of the U.S.
Bankruptcy Court for the District of Minnesota to use cash
collateral.

Clinton E. Cutler, Esq., at Fredrikson & Byron, P.A., explained
that the Debtors need access to cash collateral to fund their
Chapter 11 case, pay suppliers and other parties.  The Debtors
want to use until March 25, 2011, unencumbered cash in which Bank
of America, N.A., as administrative agent, Warren Capital
Corporation, The Coca-Cola Company, Duke Manufacturing Company and
Meadowbrook Meat Company, Inc., each may claim an interest.  BofA
is asserting a lien on the assets.  MBM is asserting a purchase
money security interest and lien on the Debtors' inventory and the
products and proceeds thereof.

As of December 1, 2010, according to the books and records of the
Debtors the BofA Borrowers' outstanding obligations to BofA under
the BofA Notes total approximately: (a) $9,247,144 in principal on
Term Loan A, plus accrued interest and late charges in an amount
to be determined; (b) $0.00 on Term Loan B; (c) $1,655,283 in
principal on Term Loan C, plus accrued interest in an amount to be
determined; and (d) $24,037 in principal, $280.60 in interest and
$272.19 in late charges on the Acquisition Note.

The Debtors have an immediate need to use approximately $6,779,527
between the Petition Date and December 31, 2010.  The Debtors want
to use the cash collateral pursuant to a budget, a copy of which
is available for free at:

           http://bankrupt.com/misc/DUKE&KING_budget.pdf

In exchange for using the cash collateral, the Debtors will
provide adequate protection to BofA and MBM for the use of
(i) those assets of the Debtors that are collateral of BofA or
MBM, and (ii) cash, but only if, and to the extent, the Court
later determines that the Debtors' cash is cash collateral of BofA
or MBM.  As adequate protection for the Debtors' use of BofA's and
MBM's alleged collateral, (a) BofA and MBM will be granted
replacement liens.

The Court has set a final hearing for December 21, 2010, at
1:30 p.m. on the Debtors' request to use cash collateral.

Burnsville, Minnesota-based Duke and King Acquisition Corp., dba
Burger King, was formed in November 2006, to acquire 88 Burger
King franchise restaurants from the Nath Companies.  It filed for
Chapter 11 bankruptcy protection on December 4, 2010 (Bankr. D.
Minn. Case No. 10-38652).  Clinton E. Cutler, Esq., and Douglas W.
Kassebaum, Esq., at Fredrikson & Byron, P.A., serve as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.

Affiliates Duke and King Missouri Holdings, Inc. (Bankr. D. Minn.
Case No. 10-38654), Duke and King Missouri, LLC (Bankr. D. Minn.
Case No. 10-38653), Duke and King Real Estate, LLC (Bankr. D.
Minn. Case No. 10-38655), and DK Florida Holdings, Inc. (Bankr. D.
Minn. Case No. 10-3856), filed separate Chapter 11 petitions on
December 4, 2010.

The cases are jointly administered, with Duke and King Acquisition
Corp. as the lead case.


EEE AUTO: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: EEE Auto Sales, Inc.
        8200 Leesburg Pike
        Vienna, VA 22182

Bankruptcy Case No.: 10-20539

Chapter 11 Petition Date: December 17, 2010

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

Judge: Robert G. Mayer

Debtor's Counsel: Dylan G. Trache, Esq.
                  WILEY REIN LLP
                  7925 Jones Branch Drive, Suite 6200
                  McLean, VA 22102
                  Tel: (703) 905-2829
                  Fax: (703) 905-2820
                  E-mail: dtrache@wileyrein.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 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb10-20539.pdf

The petition was signed by Enayet Rashid, president.


EEE OF FAIRFAX: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: EEE of Fairfax LLC
        10530 Fairfax Blvd.
        Fairfax, VA 22030

Bankruptcy Case No.: 10-20540

Chapter 11 Petition Date: December 17, 2010

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

Judge: Stephen S. Mitchell

Debtor's Counsel: Dylan G. Trache, Esq.
                  WILEY REIN LLP
                  7925 Jones Branch Drive, Suite 6200
                  McLean, VA 22102
                  Tel: (703) 905-2829
                  Fax: (703) 905-2820
                  E-mail: dtrache@wileyrein.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 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb10-20540.pdf

The petition was signed by Enayet Rashid, manager.


ENERGYCONNECT GROUP: Aequitas Discloses 30.1% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on December 9, 2010, Aequitas Management, LLC disclosed
that it beneficially owns 40,086,557 shares of EnergyConnect Group
Inc. representing 30.1% of the shares outstanding.  The number of
shares outstanding of the Company's common stock as of November 5,
2010 was 133,102,130 shares.

Other affiliates of Aequitas Management also disclosed beneficial
ownership of shares:

                                        Shares            Equity
                                   Beneficially Owned     Stake
                                   ------------------     ------
Aequitas Holdings, LLC               40,086,557          30.1%
Aequitas Capital Management, Inc.    40,086,557          30.1%
Aequitas Commercial Finance, LLC     39,818,611          29.9%
CarePayment, LLC                     18,750,000          14.1%
Christenson Leasing Company, LLC        400,000           0.3%

On September 16, 2010, warrants to purchase an aggregate of 13,865
Shares that were held by ACM expired unexercised; on October 3,
2010, warrants to purchase an aggregate of 6,025 Shares that were
held by ACM expired unexercised; on October 13, 2010, warrants to
purchase an aggregate of 632,877 Shares that were held by ACM
expired unexercised.

Effective November 15, 2010, ACF transferred an aggregate of
18,750,000 Shares to its wholly-owned subsidiary, CPLLC.

On September 8, 2010, ACF converted all but a nominal amount of
the outstanding principal amount of, and accrued but unpaid
interest due under, the Note into Shares of the Company.  The
aggregate outstanding principal amount and accrued but unpaid
interest due under the Note as of September 8, 2010 was
approximately $3,307,279.  The conversion rate was $0.0906 per
share.  As a result of the conversion, the Company issued to ACF
approximately 36,504,180 Shares.  The nominal amount remaining due
under the Note after the conversion was fully paid by the Company,
and the Note and the related Business Loan Agreement, as amended
by the Note Amendment, were terminated on October 1, 2010.

Andrew N. MacRitchie and Thomas Reiter were each nominated by ACF
and elected by the board of directors of the Company to fill
vacancies and serve as directors of the Company in November 2010.
Mr. MacRitchie is an officer of each of AML, Holdings, ACM and
ACF, and is a member of the board of directors of ACM.

                     About EnergyConnect Group

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

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

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


ESTERA BODALE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Estera Bodale
        fdba Peaceful Care House LLC
        fdba Peacefull Care House - AFCH, Inc
        dba Peaceful Care House
        10254 SE Isaac Dr.
        Happy Valley, OR 97086-7159

Bankruptcy Case No.: 10-41823

Chapter 11 Petition Date: December 17, 2010

Court: United States Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Caroline Cantrell, Esq.
                  M. CAROLINE CANTRELL & ASSOC. PC
                  1500 NE Irving St #100
                  Portland, OR 97232
                  Tel: (503) 236-9211
                  E-mail: wtibbetts@bankruptcyoregon.com

Scheduled Assets: $687,040

Scheduled Debts: $1,546,967

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/orb10-41823.pdf


EVA ANDRADE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Eva Carolina Andrade
        9700 Highridge Dr
        Las Vegas, NV 89134

Bankruptcy Case No.: 10-33426

Chapter 11 Petition Date: December 17, 2010

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

Judge: Linda B. Riegle

Debtor's Counsel: David A. Riggi, Esq.
                  5550 Painted Mirage Road #120
                  Las Vegas, NV 89149
                  Tel: (702) 808-0359
                  E-mail: darnvbk@gmail.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-33426.pdf


FIRST INDUSTRIAL: S&P Affirms 'B+' Corporate Credit Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit ratings on First Industrial Realty Trust Inc. and First
Industrial L.P.  S&P also affirmed its 'BB-'issue-level rating on
the company's senior unsecured notes.  S&P's recovery rating on
these notes is unchanged at '2', indicating its expectations for a
substantial (70%-90%) recovery for noteholders in the event of a
payment default.  The rating on the company's preferred stock
remains unchanged at 'CCC+'.  The outlook is stable.

"S&P's ratings on First Industrial reflect the company's
aggressive financial risk profile, which is highlighted by
currently less-than-adequate liquidity that is reliant on
executing asset sales, secured debt financings, and possibly
equity raises to meet its 2011 and 2012 capital needs," said
credit analyst George Skoufis.  "Additionally, the company's
fixed-charge coverage is considered weak, but in step with the
current rating."

These credit weaknesses are mitigated by a recent credit agreement
amendment that granted the company covenant relief and greater
flexibility to dispose of assets to repay debt, as well as a
smaller, but still sizeable pool of unencumbered assets.  The
company's fair business risk profile acknowledges First
Industrial's sizable industrial portfolio, which has good
geographic and tenant diversity, and S&P's expectation that
occupancy should continue to slowly rebound.

The recent credit facility amendment provides First Industrial
with additional cushion under the covenants governing the amended
facility and provides the company with greater flexibility to
dispose of assets to generate liquidity.  Additionally, S&P
believes fundamentals, while challenging, have likely bottomed and
that First Industrial's cash flow and key credit metrics should be
fairly stable, with the expectation that fixed-charge coverage
will remain in the 1.5x area.  S&P would raise the corporate
credit rating if the company demonstrates it will raise the
capital to meet its 2011 maturity and is poised to address the
2012 maturities, notably the amended facility and fixed-charge
coverage is poised to improve to the high 1x area.  Additionally,
the company must remain in compliance with the covenants governing
its credit facility.  S&P would lower the corporate credit rating
if meeting its maturities appears problematic or if fixed-charge
coverage falls below 1.4x due to weaker-than-expected fundamentals
and potential dilution from asset sales and debt raises.


FIRST SECURITY: Elects Tim Morris and William Hall to Board
-----------------------------------------------------------
On December 7, 2010, the Board of Directors of First Security
Group, Inc., increased the size of the Board to seven and elected
Tim T. Morris and William Charles Hall to join the Board.  The
Board previously elected Mr. Morris on September 22, 2010, to the
Board of FSGBank, N.A., the Company's wholly-owned subsidiary, and
anticipates electing Mr. Hall to the Board of FSGBank, N.A.
pending regulatory non-objection.

Mr. Morris' professional experience includes having served as
Chairman of Morris Capital Management, LLC, a private equity fund,
since 1990.  Morris Capital Management invests in distressed and
non-distressed companies.  Prior to forming Morris Capital
Management, Mr. Morris  was a partner with the accounting firm of
Deloitte and Touche.  Mr. Morris currently serves on the board of
CEC Entertainment, Inc., a New York Stock Exchange-listed company,
and previously served on the board of AmSouth Bank of Tennessee,
from 1986 to 1990.

Mr. Hall's professionally experience includes having served as
owner and manager of Town and Country Restaurant in Chattanooga,
Tennessee for over 30 years through 2005, as well as experience as
a real estate investor.

The Company's board believes that Messrs. Morris and Hall are
qualified to serve as directors of the Company.

Revised Board committee assignments are expected to be made on
December 22, 2010.  At this time, it is expected that Mr. Morris
will be named to the Company's Audit/Corporate Governance,
Compliance and Loan Committees, and is also expected to be named
Chairman of the Company's Asset Liability Committee (ALCO).  Mr.
Hall is expected to be named as a member of the Company's
Compliance, Loan and Trust Committees.  Mr. Morris' appointment to
the Company's Audit/Corporate Governance Committee will allow the
Company to regain compliance with Nasdaq's audit committee
requirements.

In connection with their respective appointments to the Board,
Messrs. Morris and Hall will each be entitled to participate in
the existing cash and equity compensation programs for the
directors of the Company.

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of September 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

The Company's balance sheet at September 30, 2010, showed
$1.246 billion in total assets, $1.139 billion in total
liabilities, and stockholders' equity of $106,846.

As reported in the Troubled Company Reporter on November 12, 2010,
the Company said its losses from operations during the last two
years raise possible doubt as to its ability to continue as a
going concern.

On September 7, 2010, the Company entered into a Written Agreement
with the Federal Reserve Bank of Atlanta, the Company's primary
regulator, which prohibits the Company from declaring or paying
dividends without prior written consent of the Federal Reserve.
The Company is also prohibited from taking dividends, or any other
form of payment representing a reduction of capital, from the Bank
without prior written consent.

The Company is also required, within 60 days of the Agreement, to
submit to the Federal Reserve a written plan designed to maintain
sufficient capital at the Company and the Bank.

On April 28, 2010, FSGBank, the Company's wholly-owned subsidiary,
consented and agreed to the issuance of a Consent Order by the
Office of the Comptroller of the Currency (OCC).  Pursuant to that
Consent Order, within 120 days of the effective date of the Order,
the Bank is required to achieve and thereafter maintain total
capital at least equal to 13 percent of risk-weighted assets and
Tier 1 capital at least equal to 9 percent of adjusted total
assets.

As of September 30, 2010, the first financial reporting period
subsequent to the 120 day requirement, the Bank's total capital to
risk-weighted assets was 12.93 percent and the Tier 1 capital to
adjusted total assets was 7.43 percent.  The Bank has notified the
OCC of the non-compliance.


FT SILFIES: Settles IRS's Claims for Unpaid Taxes
-------------------------------------------------
Judge Nancy V. Alquist signed another stipulation between F.T.
Silfies, Inc., and Price Trucking, Inc., and the United States of
America on behalf of the Internal Revenue Service, resolving the
IRS's claims for unpaid taxes.  A copy of the Stipulation and
Consent Order signed December 15, 2010, is available at
http://is.gd/j3cySfrom Leagle.com.

F.T. Silfies Inc. and affiliate Price Trucking Inc. operate 150
tractors and almost 400 trailers.  Silfies is based in Allentown,
Pennsylvania, while Price has headquarters in Aberdeen, Maryland.

Silfies and Price filed for Chapter 11 bankruptcy protection
(Bankr. D. Md. Case Nos. 09-15049 and 09-15044) on March 25, 2009.
Brent C. Strickland, Esq., J. Daniel Vorsteg, Esq., Cara D.
Chasney, Esq., at Whiteford, Taylor & Preston L.L.P., in
Baltimore, Maryland, served as counsel for the Debtors.  Both
Debtors said their assets and debts are less than $50 million.

The Debtors filed a Consolidated Plan of Reorganization as Amended
on October 13, 2009.  The Bankruptcy Court confirmed the Debtors'
Plan on November 20, 2009.


GEORGE SIRACK: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: George Anthony Sirack
        1222 N. Noble Avenue
        Chicago, IL 60642
        Tel: (773) 552-2200

Bankruptcy Case No.: 10-55745

Chapter 11 Petition Date: December 17, 2010

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

Judge: John H. Squires

Debtor's Counsel: Milton A. Tornheim, Esq.
                  555 Skokie Boulevard, Suite 500
                  Nortbrook, IL 60062
                  Tel: (847) 897-5716
                  Fax: (847) 897-5793
                  E-mail: matornh@yahoo.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-55745.pdf


GLOUCESTER ENGINEERING: Expects to Emerge From Ch. 11 at Year End
-----------------------------------------------------------------
Gloucester Engineering Co. has secured confirmation of its Plan of
Reorganization from the Bankruptcy Court in the District of
Massachusetts.  The Court's decision clears the way for Gloucester
to emerge from Chapter 11 on December 31, 2010, the day the plan
becomes effective.  GEC's subsidiary, Gloucester Engineering
Europe GmbH, exited bankruptcy protection on November 12, 2010.

At the confirmation hearing, held today, creditors of GEC voted
overwhelmingly to approve the company's Plan of Reorganization,
with 92% of the ballots cast by unsecured creditors in favor of
the Plan. Blue Wolf Capital Fund II will now become GEC's majority
shareholder.

"We are delighted that the creditor votes turned out as expected
and that both GEC and its European subsidiary are starting 2011
with a clean slate.  We particularly appreciate the support of
those creditors who signed supply agreements with us in return for
participating in our new equity.  We have been optimistic
throughout the restructuring period, as the company has taken
significant new orders for our market leading plastics extrusion
equipment, and we have aggressively rationalized our cost
structure.  GEC will move forward as an efficient, effective
partner that can ably service both new orders and its customers'
installed base," said Carl Johnson, President of GEC.

Michael Ranson, Partner at Blue Wolf Capital, said, "Blue Wolf is
deeply committed to GEC's success and we believe that the company
is well on the way to regaining its industry-leading position.
The company now has a clear operating plan and a stable balance
sheet and is poised to be an American manufacturing success
story."

              About Gloucester Engineering Co.

Since its inception in 1961, Gloucester Engineering Company has
been a global leader in advancing quality and production limits in
the plastics extrusion and converting market.  GEC offers a range
of innovative system and component solutions, for both new lines
and retrofits, that provide customers a competitive edge in
applications that include bag making, foam and sheet extrusion,
blown and cast film extrusion, and extrusion coating.

GEC manufactures its equipment from its headquarters in
Gloucester, MA, USA and through its joint-venture company in
Damman, India, Kabra Gloucester Engineering.

Gloucester Engineering's Chapter 7 case -- filed on March 23, 2010
-- was converted to Chapter 11 bankruptcy protection on June 25,
2010 (Bankr. D. Mass. Case No. 10-12967).

Gloucester Engineering Europe GmbH is the Vienna-based subsidiary
of Gloucester Engineering Co.  In August 2010, creditors of
Gloucester Engineering Europe voted to accept a settlement offer
from the Gloucester, Massachusetts-based parent company to pay 30%
of the money owed them, or about EUR360,000 (US$503,000).


GREAT ATLANTIC & PACIFIC: May Scrap 73 "Dark Store" Leases
----------------------------------------------------------
As of the Petition Date, The Great Atlantic & Pacific Tea Company,
Inc. and its debtor-affiliates were tenants under hundreds
of non-residential real property leases across 23 states and the
District of Columbia.  Generally, the Debtors do not own the
property on which they conduct their operations, but rather lease
the non-residential real property for the operation of their
supermarkets, liquor stores, combination food and drug stores,
and limited assortment food stores.

Before the Petition Date, the Debtors began the process of
reviewing and analyzing all of their contractual obligations so
as to identify the contracts and leases that are burdensome to
their estates and may be rejected pursuant to Section 365 of the
Bankruptcy Code.

As of December 12, 2010, the Debtors have identified 73 "dark
store" leases, where they have ceased ongoing operations and have
been unable to sublease, assign, or terminate the relevant
leases.  A schedule of the leases may be accessed for free at:

       http://bankrupt.com/misc/AP_Rejection_Schedule1.pdf

"These leases represent an unnecessary expense to the estates,
contribute no value to the Debtors' balance sheet, and will cost
the Debtors tens of millions of dollars of accrued actual costs
in fiscal year 2011 alone with the full economic impact on the
estate potentially even more dramatic," asserts Paul M. Basta,
Esq., at Kirkland & Ellis LLP, in New York.

Moreover, in most instances, the Debtors have physically vacated
the properties, and surrendered the keys to those counterparties
through unilateral key surrender or after eviction proceedings,
entry of consent judgments, or entry into mutual surrender
agreements, thereby affording the appropriate Counterparties the
ability to re-let the premises, Mr. Basta explains.

To provide the Counterparties with sufficient notice of the
Debtors' intent to reject the Dark Store Leases and to facilitate
the rejection of any agreements, the Debtors have devised these
Rejection Procedures:

    a. Within three business days of the entry of the Order, the
       Debtors will serve a notice to each Counterparty, setting
       forth: (i) the street address of the real property
       underlying the lease; (ii) the Debtors' monthly payment
       obligation, if any, under the lease; (iii) the remaining
       term of the lease; (iv) the name and address of the
       landlord; (v) a general description of the terms of the
       lease; and (vi) a disclosure describing the procedures
       for filing objections.

    b. Objections to the proposed rejection by the Debtors of a
       lease must be written and filed and served no later than
       15 calendar days after the date the Debtors serve the
       Notice.

    c. If a timely objection is filed that cannot be resolved,
       the Court will schedule a hearing to consider the
       objection only with respect to the rejection of any lease
       as to which an objection is properly filed and served.
       If the Court upholds the objection, and the subject of
       the objection is the proper effective date of rejection,
       and the Court determines the effective date of rejection
       of the lease, that date will be the rejection date.  If
       the objection is overruled or withdrawn or the Court does
       not determine the date of rejection, the rejection date
       of the lease will be deemed to have occurred on the
       Rejection Date.

    d. Absent an objection being filed, the Debtors' proposed
       rejection of the lease will become effective as of
       December 12, 2010, without further notice, hearing or
       order of the Court.

    e. If the Debtors have deposited amounts with a lessor as a
       security deposit or other arrangement, the lessor may not
       set off or otherwise use the deposit without the prior
       authority of the Court.

"Leases such as the Dark Store Leases, where the Debtors are not
operating stores or planning to do so in the near term, are the
epitome of burdensome nonresidential real property leases," Mr.
Basta contends.

Accordingly, the Debtors received the Court's authority to reject
the Dark Store Leases pursuant to their proposed Rejection
Procedures.

                           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: Offers Pricing on $800MM Bankr. Loans
---------------------------------------------------------------
The Great Atlantic & Pacific Tea Co. offered initial price
guidance on $800 million of loans it is seeking to fund
operations, according to a December 15, 2010 report by Bloomberg
News.

JPMorgan Chase & Co. is arranging the debtor-in-possession
financing consisting of a $350 million term loan and
a $450 million asset-backed revolving credit line.

A&P is proposing to pay term-loan lenders an interest rate
7.5 percentage points more than the London interbank offered
rate, Bloomberg News reported, citing people familiar with the
matter.  Libor, the rate banks charge to lend to each other, will
have a 1.75 percent floor.

A&P is proposing to issue the loan at 98 cents on the dollar,
which would reduce proceeds for the company and increase the
yield for investors, according to the report.

The revolving loan will have a spread of 3 percentage points over
Libor.  A&P will pay a fee of 0.5 percent on the unused portion
of the credit line, Bloomberg News reported.

Lenders have until today, to file responses to JPMorgan.

                           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: Relatively High Short Interest in Shares
------------------------------------------------------------------
The Great Atlantic & Pacific Tea Co. is among the five companies
in the Food Retail industry with relatively high short interest
ratio, according to a December 14, 2010 report by Zacks.com.

A higher short interest ratio may indicate the potential for a
sizeable short squeeze, says the report.

Zacks.com  says A&P has a short interest ratio of 18.5 based on
average daily volume of 831,000 shares and 15.4 million shares
short.  That equates to 27.4% of the 56.3 million shares
outstanding, Zacks.com reported.

The company is followed by Ruddick, which has a short interest
ratio of 14.4 based on average daily volume of 221,000 shares
and 3.2 million shares short.  This equates to 6.5% of the
49.1 million shares outstanding, Zacks.com reported.

Safeway, which has a short interest ratio of 5.6 based on average
daily volume of 4 million shares and 26.5 million shares short,
ranks third.  It is followed by The Pantry, which has a short
interest ratio of 5.5 based on average daily volume of 132,000
shares and 733,000 shares short, and by Casey's General Stores,
which has a short interest ratio of 5 based on average daily
volume of 449,000 shares and 2.2 million shares short, according
to the report.

                           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: South Conn. Stores to Remain Open
-----------------------------------------------------------
A spokeswoman for Great Atlantic & Pacific Tea Co. said that A&P,
Super Fresh and Food Emporium supermarkets in southwestern
Connecticut will remain open for the time being after the company
won approval to obtain a $800 million loan, according to a
December 15, 2010 report by Connecticut Post.

Earlier, the U.S. Bankruptcy Court for the Southern District of
New York, which oversees the Chapter 11 cases of A&P and its
affiliated debtors, approved the proposed debtor-in-possession
financing arranged by JPMorgan Chase & Co.

A&P spokeswoman Lauren La Bruno said the financing is a strong
vote of confidence in the company.

"Our stores will continue to operate normally, and you can expect
the same level of quality service you have come to expect,"
Connecticut Post quoted Ms. La Bruno as saying.

The company operates 395 stores under the names A&P, Waldbaum's,
Pathmark, Best Cellars, The Food Emporium, Super Fresh and Food
Basics.

Ms. La Bruno said A&P can make strategic decisions that will
benefit the company over the long term with the new financing.

"This will enable A&P to emerge with a new capital structure and
in a much better position to deploy our fundamental strengths,"
Connecticut Post quoted Ms. La Bruno as saying.

Kevin Coupe, editor of MorningNewsBeat.com, an online publication
covering the retail and food industries, however, sees
differently.  He said the company may be facing a challenge as
basic as enticing customers to its stores, Connecticut Post
reported.

"The biggest problem is that they don't have stores that are
particularly compelling -- if you have other options.  They're
competing with a lot of people in a lot of segments," Connecticut
Post quoted Mr. Coupe as saying.  He further said that he does
not expect the company to exit bankruptcy in its current
configuration.

Founded in 1859, A&P at one time had 16,000 stores.  In the
1970s, the company was hit by competition, forcing it to shut
down many of its stores.  The purchase of the Pathmark chain in
2007 for $679 million added to its financial burden, according to
the Connecticut Post report.

                           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).


GUIDED THERAPEUTICS: Registers 29.83MM Shares for Warrants
----------------------------------------------------------
Guided Therapeutics, Inc., filed a registration statement on Form
S-1 related to 29,832,949 shares of its common stock issuable upon
the exercise of warrants at an exercise price of $0.65 per share.

The shares offered by this prospectus may be sold from time to
time by stockholders at prevailing market prices or prices
negotiated at the time of sale.

The stockholders listed in the prospectus are led by John E.
Imhoff, who currently owns 6,000,962 shares, representing 11.49%
of the shares outstanding.  Mr. Imhoff will raise his stake to
21.03% if he exercises the warrant to purchase 4,783,923 shares.

The Company will not receive any cash proceeds from the sale of
shares by the selling stockholders, but if the warrants are
exercised in whole or in part, the Company will receive payment
for the exercise price.  The Company will pay the expenses of
registering these shares.

The Company's common stock is dually listed on the OTCBB and OTCQB
quotation systems under the symbol "GTHP."  The last reported sale
price of the Company's common stock on the OTCBB on November 30,
2010 was $0.82 per share.

A copy of the prospectus is available for free at:

             http://ResearchArchives.com/t/s?710c

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

The Company's balance sheet at September 30, 2010, showed
$3.4 million in total assets, $2.8 million in total liabilities,
and stockholders' equity of $595,000.

As reported by the Troubled Company Reporter on March 29, 2010,
UHY LLP, in Atlanta, Georgia, expressed substantial doubt about
Guided Therapeutics' ability to continue as a going concern,
following the Company's 2009 results UHY noted of the Company's
recurring losses from operations, accumulated deficit and working
capital deficit.


GULFSTREAM INTERNATIONAL: Seeks Court Nod for $1.7-Mil. Loan
------------------------------------------------------------
Gulfstream International Group Inc. is urging Judge John K. Olson
of the U.S. Bankruptcy Court in Fort Lauderdale, Fla., to let it
take out another loan, warning that the financing is necessary to
keep its operations going while trying to sell its assets, Dow
Jones' Small Cap reports.

According to the report, the Debtor wants to borrow $1.7 million
from Shelter Island Opportunity Fund LLC.  The Debtor said that
the funds from Shelter Island would be enough to refinance a
bankruptcy loan from Victory Park Capital LLC, which was not
willing to waive existing defaults under the loan. The loan would
also provide the working capital the airline needs to keep its
operations going while it tries to sell its assets at an upcoming
auction, the report adds.

As reported in the Dec. 17, 2010 edition of the Troubled Company
Reporter, Gulfstream International has received approval to
conduct a sale process for its assets.  Bids are due January 3, an
auction will be conducted on January 4, and the Court will conduct
a hearing on January 5 to approve the sale.

                  About Gulfstream International

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

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

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

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

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


GWINNETT MEDICAL: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gwinnett Medical Partners, LLC
        2494 Jett Ferry Road, Suite 201
        Atlanta, GA 30338

Bankruptcy Case No.: 10-97929

Chapter 11 Petition Date: December 18, 2010

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

Debtor's Counsel: Leon S. Jones, Esq.
                  JONES & WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: ljones@joneswalden.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 six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-97929.pdf

The petition was signed by Robert Miller, CEO.


HARTFORD FINANCIAL: S&P Corrects Preferred Stock Rating to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services corrected its ratings on
Hartford Financial Services Group Inc.'s mandatory convertible
preferred stock and Glen Meadow pass-through trust securities to
'BB+' from 'BB'.

In 2009, when HIG participated in the U.S. Treasury Department's
Capital Purchase Program, S&P applied a one-notch differential
between the junior subordinated debt rating and the preferred
stock rating, reflecting the subordination of CPP proceeds to
other debt-like instruments but senior to preferred stock.
Because of an error, S&P did not raise the preferred stock ratings
following the repayment of CPP funds.

                           Ratings List

              Hartford Financial Services Group Inc.
              Mandatory convertible preferred stock
            Glen Meadow pass-through trust securities

                         To         From
                         --         ----
                         BB+        BB


HCP INC: Fitch Puts 'BB+' Preferred Stock Rating on Positive Watch
------------------------------------------------------------------
Fitch Ratings has placed these ratings for HCP, Inc. on Rating
Watch Positive:

  -- Issuer Default Rating at 'BBB';
  -- Unsecured bank credit facility at 'BBB';
  -- Senior unsecured notes at 'BBB';
  -- Preferred stock at 'BB+'.

The Rating Watch Positive reflects Fitch's expectation that
following the closing of recently announced transactions including
a 65% interest in a joint venture that owns 25 senior housing
assets as well as a $6.1 billion purchase of substantially all of
the real estate assets of HCR Manor Care, HCP's credit profile is
expected to improve to a level consistent with a 'BBB+' IDR
assuming the consummation of anticipated equity offerings used to
fund the HCR Manor Care transaction.  These transactions are
expected to close prior to the end of the first quarter of 2011,
at which point, Fitch expects to resolve the Rating Watch.

HCP's fixed charge coverage (defined as recurring operating EBITDA
less recurring capital expenditures less straight line rent
adjustments, divided by interest expense, capitalized interest and
preferred dividends) was 2.4 times for the 12 months ended
Sept. 30, 2010 as compared to 2.4x for the trailing 12 months
ended Dec. 31, 2009.  Additionally, projected coverage levels are
expected to improve modestly.

HCP's leverage ratio is also expected to be consistent with a
'BBB+' rating assuming the consummation of anticipated equity
offerings.  The company's net debt divided by recurring EBITDA,
was 5.6x for the TTM ended Sept. 30, 2010, compared with 6.2x and
6.4x during 2009 and 2008, respectively.

HCP's ratings reflect the company's core credit strengths,
including steady cash flows from its large portfolio of high
quality, well-diversified properties across the health care real
estate spectrum, significant financial flexibility including a
large unencumbered pool to support unsecured borrowings, and a
solid liquidity position.

HCP's portfolio includes assets across the property spectrum,
including senior housing, medical office, life science, hospitals,
and skilled nursing.  Each property type is subject to varying
supply and demand drivers, lowering risk at the portfolio level.
Cash flow coverage for the bulk of HCP's portfolio has remained
solid, indicating that its facilities are generally performing
well.

HCP's cash flows have significant embedded stability, with long-
term leases in place in conjunction with annual rent escalators.
HCP has a modest lease expiration schedule, with generally below
10% of annual revenue expiring on an annual basis.

Additionally, HCP has actively managed its portfolio, improving
portfolio cash flows notably throughout the global economic
downturn by changing operators on some assets in its portfolio.
This has contributed to good same property performance during the
downturn.  Same property net operating income increased 4.8%
during the first nine months of 2010, after increasing 3.2% during
2009, and increasing 2.6% in 2008.

HCP maintains significant financial flexibility.  HCP's unsecured
debt is supported by a large unencumbered property pool, which
serves as a source of contingent liquidity.  Using a blended 8.8%
cap rate and pro forma for the company's $486 million equity raise
in November 2010, Fitch calculated HCP's unencumbered asset
coverage of unsecured debt to be approximately 2.7x as of
Sept. 30, 2010.

HCP maintains a solid liquidity position.  Sources of liquidity
(unrestricted cash, availability under the company's unsecured
revolving credit facility, expected retained cash flows from
operating activities after dividends and distributions) divided by
uses of liquidity (pro rata debt maturities and expected recurring
capital expenditures) from Oct. 1, 2010 to Dec. 31, 2012 result in
a liquidity coverage ratio of 1.1x.  This stressed analysis
assumes that no additional capital is raised to repay obligations.
If 80% of maturing secured and pro rata JV debt was refinanced,
HCP's liquidity coverage ratio would be 1.2x.

HCP's debt maturity schedule is well-laddered, with less than 15%
of debt maturing on an annual basis through 2016 after excluding
the secured debt that was used to finance a portion of HCP's debt
investment in HCR Manor Care.  Additionally, the company's ratios
related to the financial covenants under its unsecured credit
facilities do not hinder its financial flexibility.

While HCP has maintained a diversified investment platform, its
portfolio has been concentrated geographically.  As of Sept. 30,
2010, approximately 47% of HCP's consolidated revenue from wholly
owned assets was generated from properties located in California
and Texas.  However, upon closing the HCR Manor Care and Senior
Housing JV will provide HCP with additional geographic
diversification in its portfolio, as these entities have clusters
of assets in other states.

Credit concerns include pro forma operator concentration from HCR
Manor Care, and increased exposure to government reimbursement
risk.  Pro forma for the announced transactions, HCR Manor Care
will represent approximately 32% of HCP revenue and deferred lease
income.  Partially offsetting this concentration is a master lease
structure with four distinct pools, ensuring that lease renewals
are staggered.  Additionally, covenants will remain in place to
provide protection for HCP at the guarantor level.

The two-notch differential between HCP's IDR and its preferred
stock rating is consistent with Fitch's criteria for corporate
entities with a 'BBB' IDR.  Based on Fitch's report, 'Equity
Credit for Hybrids and Other Capital Securities' (dated Dec. 29,
2009 and available at 'www.fitchratings.com'), HCP's preferred
stock is 75% equity-like and 25% debt-like since it is perpetual
and has no covenants but have a cumulative deferral option in a
going concern.  Net debt plus 25% of preferred stock to recurring
operating EBITDA was 5.7x as of Sept. 30, 2010, compared with 6.2x
and 6.5x, as of Dec. 31, 2009 and Dec. 31, 2008, respectively.

These factors may have a positive impact on HCP's ratings:

  -- Closing of Ventures II and HCR Manor Care transactions as
     currently contemplated;

  -- Fitch-defined fixed charge coverage sustaining above 2.5x
      (coverage was 2.4x for the TTM ended Sept. 30, 2010).

  -- Net debt to recurring EBITDA, including recurring cash flow
     from unconsolidated JVs, sustaining below 6.0x (coverage was
     5.6x at Sept. 30, 2010).

These factors may have a negative impact on HCP's ratings and/or
Rating Outlook:

  -- Fitch-defined fixed charge coverage sustaining below 2.0x;
  -- Net debt to recurring EBITDA sustaining above 7.0x;
  -- A liquidity shortfall.

HCP, Inc., is an equity REIT based in Long Beach, CA.  The
company acquires, develops, leases, and manages health care real
estate and provides mortgage and other financing to health care
operators.  As of Sept. 30, 2010, HCP's portfolio of investments
included 670 properties in 42 states and Mexico as well as
$2 billion of senior and mezzanine investments.  Of these assets,
571 are wholly owned, including 225 senior housing facilities,
186 medical office buildings, 98 life science assets, 17
hospitals, and 45 skilled nursing facilities.


HENRY COMPANY: Moody's Assigns 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned public ratings of B2 Corporate
Family Rating and B2 Probability of Default Rating to Henry
Company, LLC.  In a related action Moody's assigned a B2 rating to
the company's proposed 1st lien senior secured bank credit
facility and a Caa1 rating to its proposed 2nd lien senior
security credit facility.  Proceeds from these credit facilities
and cash on hand will be used to refinance existing debt, to
finance a dividend to Henry shareholders and AEA Investors, LP,
the majority owner of Henry, and to pay related fees and expenses.
The rating outlook is stable.

These ratings/assessments were affected by this action:

  -- Corporate Family Rating assigned B2;

  -- Probability of Default assigned B2;

  -- $20.0 million 1st lien senior secured revolving credit
     facility due five years from closing assigned B2 (LGD3, 44%);

  -- $135.0 million 1st lien senior secured term loan due six
     years from closing assigned B2 (LGD3, 44%); and,

  -- $40.0 million 2nd lien senior secured term loan due six and a
     half years from closing assigned Caa1 (LGD5, 80%).

                        Ratings Rationale

Henry's B2 Corporate Family Rating is constrained by its exposure
to cyclical end markets including the repair and remodeling sector
and new home construction, as well as the commercial construction
industry.  Henry is also a small company relative to other
manufacturing companies based on revenues and absolute EBITA
levels, leaving little cushion for earnings variability.  It is
exposed to volatile raw material costs for commodities such as
asphalt and petrochemicals and may be unable to immediately pass
through these costs, potentially adding to margin pressures.  The
rating also reflects significant channel distribution
concentration, with the big box retailers representing a
concentration of sales.  Upon completing the dividend distribution
Henry will have negative tangible net worth.

Nevertheless, Henry's rating reflects the company's resilient
performance during the economic and housing downturn, and its
well-established brand names for roofing and sealant products,
resulting in solid EBITA margins.  Additionally, interest coverage
ratios and financial leverage will remain reasonable even though
balance sheet debt is increasing due to the debt-financed
dividend.  Moody's expects the company to continue generating high
single-digit percentages of free cash flow-to-debt metrics on an
annual basis.  The rating presumes that free cash flow will be
used for debt reduction.  An adequate liquidity profile supports
the rating, too.

The B2 rating assigned to the proposed $155 million first lien,
senior secured bank credit facility, the same rating as the
corporate family rating, reflects its position as the
preponderance of debt in Henry's capital structure and priority of
payment in a recovery scenario.  This credit facility will have a
first priority security interest in substantially all of the
company's assets and benefits from $40 million in junior capital.

The Caa1 rating assigned to the proposed $40 million second lien,
senior secured bank credit facility, two notches below the
corporate family rating, has a second priority interest in
substantially all of the company's assets, effectively making it
unsecured debt since Henry would have little remaining tangible
assets after first lien debt holders are repaid in a recovery
scenario.

The stable outlook reflects Moody's expectations that Henry's
credit metrics will improve due to improving operating margins and
debt reduction from free cash flow, providing it the ability to
contend with ongoing economic uncertainties and the resulting
impact in its end markets.

Moody's does not anticipate favorable rating pressures over the
intermediate term until Henry grows its revenues while improving
its operating performance and liquidity profile.  Over the longer
term, revenues in excess of $500 million or EBITA-to-interest
trending towards 3.0 times and debt-to-EBITDA sustained below 4.5
times (ratios adjusted per Moody's methodology) could result in a
positive rating action.

Factors which might pressure the ratings include erosion in the
company's financial performance, debt financed acquisitions, more
dividends to shareholders or a deteriorating liquidity profile.
Debt-to-EBITDA sustained above 5.5 times or EBITA-to-interest
expense trending towards 1.5 times (all ratios adjusted per
Moody's methodology) for an extended period of time would likely
result in negative rating pressures.

Henry Company, LLC, headquartered in El Segundo, California,
develops, manufactures and markets materials for the construction
industry focusing primarily on roofing, sealing and paving
applications.  Henry's business is primarily operated and
conducted in the U.S. and Canada.  AEA Investors LP, through its
affiliates, is the primary owner of Henry.


H.H. HOLMES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: H.H. Holmes Testing Laboratories, Inc.
        170 Shepard Avenue, #A
        Wheeling, IL 60090-60641

Bankruptcy Case No.: 10-55500

Chapter 11 Petition Date: December 16, 2010

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: Gerald F. Munitz, Esq.
                  BUTLER RUBIN SALTARELLI AND BOYD
                  70 W. Madison, Suite 1800
                  Chicago, IL 60602
                  Tel: (312) 696-4495
                  Fax: (312) 444-9294
                  E-mail: gmunitz@butlerrubin.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-55500.pdf

The petition was signed by Scott R. Nelson, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Nelson Leasing                        10-55501            12/16/10


HUDSON BLUE: Sold to Sabet Group for $8.4 Million
-------------------------------------------------
Amanda Fung, writing for Crain's New York Business, reports that a
failed West Village luxury condominium complex known as Hudson
Blue was sold last week for $8.4 million by CapitalSource Bank,
the project's lender.

Crain's says The Sabet Group, a New York-based real estate
investment, development and management company, snagged the 10-
story property at 423 West St., said Neil Helman, a senior
managing director at Grubb & Ellis, the brokerage retained by
CapitalSource to market the property.  Mr. Helman could not say if
The Sabet Group planned on reviving the project as condos, but
noted that it was likely.

Crain's says The Sabet Group could not be reached for comment
immediately, and CapitalSource declined to comment.

Crain's relates CapitalSource held an $18.9 million lien on the
project.  It foreclosed on Hudson Blue and took over the property
this summer.  Grubb & Ellis' capital markets team began marketing
the property after Labor Day and received about 30 offers, Mr.
Helman said.

The project's previous developer was Horizen Global.


IRVINE SENSORS: Squar Milner Raises Going Concern Doubt
-------------------------------------------------------
Irvine Sensors Corporation filed on December 17, 2010, its annual
report on Form 10-K for the fiscal year ended October 3, 2010.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Irvine,
Calif., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
as of October 3, 2010, the Company has negative working capital of
$10.1 million and a stockholders deficit of $10.1 million.

The Company reported a net loss of $11.16 million on
$11.72 million of revenues for the fiscal year ended October 3,
2010, compared with a net loss of $914,700 on $11.54 million of
revenues for the fiscal year ended September 27, 2009.

The Company's balance sheet at October 3, 2010, showed
$6.32 million in total assets, $16.42 million in total
liabilities, and a stockholders' deficit of $10.10 million.

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

               http://researcharchives.com/t/s?7140

Headquatered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- 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 said products.  Irvine Sensors also conducts
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.


JAKE'S GRANITE: District Court Affirms Buckeye Ranch Ruling
-----------------------------------------------------------
District Judge G. Murray Snow affirmed aspects of a January 25,
2010 Second Amended Final Judgement of the Bankruptcy Court that
find that John and Vicki H. Beaver, dba Buckeye Ranch, L.L.C.,
adversely possessed 10.03 acres of the real property formerly
owned by Jake's and that enter judgement against Jake's Granite
Supplies LLC for $300,900 with interest at the rate of 7% per
year.  Jake's had taken an appeal from the Bankruptcy Court order.

The case is Jake's Granite Supplies, L.L.C., an Arizona Limited
Liability Company, v. John and Vicki H. Beaver dba Buckeye Ranch,
L.L.C., husband and wife; Buckeye Ranch, L.L.C., an Arizona
limited liability company, Adv. Pro. No. 07-00145 (D. Ariz.).  A
copy of the Court's December 13, 2010 Order is available at
http://is.gd/j3Ombfrom 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.


JANE RASHAD: Bankr. Ct. Declines Kelly's Venue Transfer Motion
--------------------------------------------------------------
Jane Rashad, v. J. Michael Kelly, Adv. Pro. No. 10-3362 (Bankr.
S.D. Tex.), seeks a declaratory judgment determining that the
April 29, 2010 foreclosure sale of the Debtor's property located
at 2460 Aaron Street, Los Angeles, California.  The Debtor seeks a
determination that the California Property is her own property.
The Debtor asserts several theories of recovery, including: that
Dr. Rashad did not own an interest in the California Property,
that the notice of foreclosure was insufficient in light of Dr.
Rashad's death in February 2010, and that the transfer to Kelly
was a fraudulent transfer or a preference.

Mr. Kelly seeks lifting of stay to file a partition action with
respect to the California Property in a state court in California.
Mr. Kelly, who represented the Debtor's former spouse, Dr.
Mohammed Rashad, in a divorce proceeding, asserts that he acquired
Dr. Rashad's undivided 50% interest in the California Property at
a foreclosure sale conducted on April 29, 2010, pursuant to a lien
for payment of his attorney fees.  Mr. Kelly asserts that he holds
a lien on the Debtor's interest in the California Property as a
result of capital expenditures he made with respect to the
California Property.

Mr. Kelly seeks the transfer of the adversary proceeding to a
District court in California.  He asserts that California is the
correct venue because the divorce case took place in California,
and the property is located in California.  He asserts that all
non-party witnesses are located in California.  He asserts that
California law will govern all of the issues in the instant
adversary proceeding, including the preference and fraudulent
transfer actions.

The Debtor takes the position that venue should not be
transferred, and stay should not be lifted, because the Debtor has
a second adversary proceeding against Mr. Kelly, seeking similar
relief with respect to a parcel of real property located in Texas.
The Debtor asserts that the witnesses will be required to come to
Texas for trial in that adversary proceeding.  The Debtor asserts
that the California Property is property of the bankruptcy estate,
and that the court's determination of the issues regarding the
California Property are core proceedings.

Judge Letitia Z. Paul concludes that Mr. Kelly has not met his
burden of proof to demonstrate that there is good cause for
transfer of the adversary proceeding.  Judge Paul also holds that
the lifting of stay to permit Mr. Kelly to commence a suit in
California would result in a duplication of the issues raised in
the adversary proceeding, and the possibility of inconsistent
results.  Mr. Kelly has an adequate forum available in the
Southern District of Texas, to determine the parties' respective
rights in property.  However, in the interest of equity, the court
concludes that the stay should be lifted, in part, to permit Mr.
Kelly to assert his claims and defenses in the adversary
proceeding and in another Adversary No. 10-3433.  The Court
concludes that the remainder of the relief requested by Mr. Kelly
should be denied.

A copy of Judge Paul's December 2, 2010 Memorandum Opinion is
available at http://is.gd/j3T6Bfrom Leagle.com.

Jane Rashad filed a voluntary Chapter 11 petition (Bankr. S.D.
Tex. Case No. 10-34549) on May 30, 2010.


JOSEPH VELLA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Joseph Vella
                 aka Joe Vella
               Joan C. Vella
                 aka Joan Cecelia Vella
                     Joan Vella
               418 S. Jared Drive
               Gilbert, AZ 85296

Bankruptcy Case No.: 10-40172

Chapter 11 Petition Date: December 16, 2010

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

Judge: George B. Nielsen, Jr.

Debtors' Counsel: William R. Richardson, Esq.
                  RICHARDSON & RICHARDSON, P.C.
                  1745 S. Alma School Road, #100
                  Mesa, AZ 85210-3010
                  Tel: (480) 464-0600
                  Fax: (480) 464-0602
                  E-mail: wrichlaw@aol.com

Scheduled Assets: $3,289,019

Scheduled Debts: $4,353,095

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb10-40172.pdf


JUDIE MAGSAYO: Has Stipulation on Release of Disputed Funds
-----------------------------------------------------------
United States of America, v. Approximately $20,000 in U.S.
Currency Seized From Bank of Stockton Account Number 3210018689,
Approximately $20,000 in U.S. Currency Seized From Bank of
Stockton Account Number 3210018671, and Approximately $20,000 in
U.S. Currency Seized From Bank of Stockton Account Number
3210018697, Case No. 10-00124 (E.D. Calif.), is a civil forfeiture
action.  On August 9, 2010, agents with the Internal Revenue
Service seized the Defendant Funds from the Bank of Stockton
pursuant to a federal seizure warrant.  The IRS commenced
administrative forfeiture proceedings, sending direct written
notice to all known potential claimants and publishing notice to
all others.

The United States of America, potential claimants Redentor Magsayo
and Judie Magsayo, and the trustee for the bankruptcy estate of
Redentor and Judie Magsayo, have entered into a Stipulation to
Dismiss and Order Dismissing Matter and Transferring Funds to the
Bankruptcy Estate, which was signed by the Bankruptcy Court
December 14, 2010.  The Bankruptcy Court orders the matter
dismissed without prejudice.  The Bankruptcy Court further orders
pursuant to the stipulation of the parties that the funds
identified as Approximately $20,000.00 in U.S. Currency seized
from Bank of Stockton Account Number 3210018689, Approximately
$20,000.00 in U.S. Currency seized from Bank of Stockton Account
Number 3210018671, and Approximately $20,000.00 in U.S. Currency
seized from Bank of Stockton Account Number 32100186897, together
with interest earned, if any, be remitted to the bankruptcy estate
known as the "Estate of Judie and Redentor Magsayo" within 60 days
of entry of the order.

A copy of the Stipulation and Order is available at
http://is.gd/j3sizfrom Leagle.com.

Redentor and Judie Magsayo filed a Chapter 11 petition (Bankr.
E.D. Calif. Case No. 10-35835) on June 16, 2010.


KENNETH STARR: Talent Agency Sues for Misappropriation of Funds
---------------------------------------------------------------
Chad Bray, writing for Dow Jones Newswires, reports that the
former chief executive of talent agency William Morris sued
Kenneth Starr and his lawyer in federal court in New Jersey on
Monday for allegedly misappropriating $2 million he entrusted to
Mr. Starr.

According to Dow Jones, Jim Wiatt, William Morris's former CEO,
and his wife alleged that Mr. Starr, with the help of Mr. Starr's
lawyer Jonathan Bristol, stole $2 million for Mr. Starr's personal
use. Mr. Bristol was charged with money laundering last week and
has denied wrongdoing.  The lawsuit alleges that Mr. Starr made
two unauthorized transfers totaling $2 million from Mr. Wiatt's
and his wife's account earlier this year. Mr. Bristol's attorney
trust account was used to facilitate the transfers, according to
the lawsuit.

The Wiatts had been clients of Mr. Starr since 2003 and Mr. Starr
managed all aspects of their personal finances.

According to Dow Jones, David S. Stone, Esq., at Stone & Magnanini
LLP, is representing the Wiatts.

Mr. Starr is a New York financial adviser accused of defrauding
his celebrity clients and other investors out of about
$59 million.  Mr. Starr, 66, was arrested on May 27, 2010 on fraud
and other charges.  In September 2010, he pleaded guilty to the
charges.  He is awaiting sentencing.

Mr. Starr isn't the Kenneth Starr who was special prosecutor in
the Whitewater investigation during the Clinton administration.


KIEBLER RECREATION: Amends Schedules of Assets & Liabilities
------------------------------------------------------------
Kiebler Recreation, LLC, has filed with the U.S. Bankruptcy
Court for the Northern District of Ohio an amended schedule of
assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                $42,206,514
  B. Personal Property             $9,030,294
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $29,974,624
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,150,496
                                  -----------     -----------
        TOTAL                     $51,236,809     $34,125,120

                     About Kiebler Recreation

Findley Lake, New York-based Kiebler Recreation, LLC, dba Peek'n
Peak Resort -- http://www.pknpk.com/-- is a recreational and
leisure facility.  The Company filed for Chapter 11 bankruptcy
protection on May 26, 2010 (Bankr. N.D. Ohio Case No. 10-15099).
Robert C. Folland, Esq., at Thompson Hine LLP, assists the Company
in its restructuring effort.  The Company estimated its assets and
debts between $10 million to $50 million as of the Petition Date.

An affiliate, Kiebler Slippery Rock, LLC, filed a separate Chapter
11 petition on September 25, 2009 (Bankr. N.D. Ohio Case No.
09-19087).


KIEBLER RECREATION: Obtains Final Authority to Use Huntington Cash
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio has
granted, on a final basis, Kiebler Recreation, LLC, permission to
use Huntington National Bank's cash collateral to operate the
Debtor's business in the ordinary course, including to pay actual,
necessary, ordinary course operating expenses, from December 8,
2010, through March 31, 2011, pursuant to a budget.

The Court also authorized and directed the Debtor to make monthly
payments to Huntington by wire commencing with a payment of
$50,000 on December 12, 2010, $50,000 payable on January 3, 2011,
$60,000 payable on February 1, 2011, and $60,000 payable on
March 1, 2011.

Huntington does not consent to the payment of any professional
fees due to any Court-approved professional or to any carveout for
the payment of professional fees, but should the Court approve and
order the payment of professional fees, said approval and payment
will not constitute a default under the Order and Huntington will
not assert that said approval and payment causes its interests to
not be adequately protected.

As adequate protection to Huntington in exchange for its consent
to the Debtor's use of its cash collateral, the Debtor has agreed
to grant Huntington replacement liens and super-priority
administrative expense claim.

                     About Kiebler Recreation

Findley Lake, New York-based Kiebler Recreation, LLC, dba Peek'n
Peak Resort -- http://www.pknpk.com/-- is a recreational and
leisure facility.  The Company filed for Chapter 11 bankruptcy
protection on May 26, 2010 (Bankr. N.D. Ohio Case No. 10-15099).
Robert C. Folland, Esq., at Thompson Hine LLP, assists the Company
in its restructuring effort.  The Company disclosed assets of
$51,236,809 and liabilities of $34,125,120 as of the Petition
Date.

An affiliate, Kiebler Slippery Rock, LLC, filed a separate Chapter
11 petition on September 25, 2009 (Bankr. N.D. Ohio Case No.
09-19087).


LANDRY'S RESTAURANTS: S&P Affirms 'B' Rating on Add-On Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
issue-level rating (the same as the corporate credit rating) to
Landry's Restaurants Inc.'s proposed $87 million add-on to its
11.625% senior secured notes due 2015.  The recovery rating is
'4', indicating S&P's expectation of average (30%-50%) recovery in
the event of a payment default.

S&P also affirmed the 'BB-' issue-level rating on the company's
senior secured bank credit facilities, which the company plans to
amend and extend.  The recovery rating on these facilities,
consisting of a revolving credit facility and a term loan, is '1',
indicating S&P's expectation of very high (90%-100%) recovery and
remains unchanged.  The company plans to increase the amount of
the revolving credit facility by $25 million to $100 million, and
increase the term loan by $42 million to $187 million.  The
company is also seeking to extend the maturity by one year, to
expire in December 2014.

Landry's plans to use the proceeds from the proposed notes and
term loan to finance the acquisition of Bubba Gump Shrimp Co. for
approximately $112 million and to pay related fees and expenses.

S&P does not expect the company's financial risk profile, which
S&P views as highly leveraged, to materially change as a result of
the transactions.  Pro forma leverage increases slightly to 5.8x
from about 5.6x.  The corporate credit rating on Landry's is 'B'
and remains unchanged; it reflects S&P's expectation that the
company's credit measures should improve modestly over time as it
obtains cost savings from the integration of acquisitions,
including Bubba Gump, and use excess cash flow to partly reduce
debt.  S&P considers the company's business risk profile to be
weak, primarily because of the highly competitive and cyclical
nature of the restaurant industry.

                           Ratings List

                    Landry's Restaurants Inc.

            Corporate Credit Rating       B/Stable/--

                           New Ratings

                     Landry's Restaurants Inc.
                          Senior Secured

                    Proposed $87 mil add-on to
                 11.625% notes due 2015       B
                  Recovery Rating             4

           Ratings Affirmed; Recovery Ratings Unchanged

                    Landry's Restaurants Inc.

                Senior Secured                BB-
                  Recovery Rating             1


LEHMAN BROTHERS: Creditors Propose Rival Restructuring Plan
-----------------------------------------------------------
A group of creditors filed a competing restructuring plan for
Lehman Brothers Holdings Inc. that would provide a higher
recovery for creditors of the company while reducing recovery for
creditors of its subsidiaries.

The rival restructuring plan calls for senior bondholders like
the plan proponent group's members to get more than 24 cents on
the dollar.  Foreign creditors, creditors of LBHI's derivatives
unit and others would see a drop in their recoveries, according
to a report by Dow Jones Daily Bankruptcy Review.

The group, which calls itself the ad hoc group of Lehman Brothers
creditors, is composed of Paulson & Co. Inc., California Public
Employees'Retirement System, County of San Mateo, Fiduciary
Counselors Inc., Fir Tree Inc., Gruss Asset Management LP, Owl
Creek Asset Management LP, Perry Capital LLC, Taconic Capital
Advisors LP and Western Asset Management Company.  The Plan
Proponents are comprised of pension funds, municipalities,
institutional holders and secondary holders, holding more than
$12 billion of Claims across the Lehman Brothers capital
structure, including approximately $9.4 billion of Senior
Unsecured Claims against LBHI.

The group previously faulted Lehman's proposed restructuring
plan, saying it pits creditors of the various estates against
each other and that some creditors would get paid twice.

Under Lehman's plan that was filed early this year, payouts would
range from about 15 cents on the dollar to 44 cents.  Senior
bondholders would get 17.4 cents, some commercial paper holders
would receive 44.2 cents, while Lehman Brothers Special Financing
would pay 24.1 cents.  Lehman is distributing about $57.5 billion
in assets under its proposed plan.

A spokeswoman for Lehman declined to comment about how the
competing plan would affect the timing for its revised plan or
the company's path out of bankruptcy.  The company said it would
file a plan shortly and give a status update to bankruptcy court
on January 13, 2011, according to a December 16, 2010 report by
Reuters.

Under Lehman's current timetable, the company has said it hopes
to put a plan to a vote in the first quarter of 2011.

                  Substantive Consolidation

The Lehman creditors group's restructuring plan is premised on
the substantive consolidation, for purposes of voting and
distribution, of the estates of LBHI and its affiliated debtors,
excluding Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC, and certain "designated non-debtor affiliates."

To avoid the cost and delay associated with litigation over the
appropriateness of substantive consolidation and other issues,
the competing plan offers enhanced treatment to holders of so-
called "subsidiary unsecured claims" and certain holders of
"third-party guarantee claims" over those amounts such creditors
would otherwise receive in a purely substantively consolidating
plan.  These enhanced treatments, however, are available only to
holders of claims in classes which vote to accept the plan.

In the event that a class of "subsidiary unsecured claims" votes
to accept the restructuring plan, the relevant Debtor's estate
will be deemed substantively consolidated as part of a plan
settlement.

Jack Williams, a bankruptcy professor at Georgia State
University, said filing a competing plan for what is called
"substantive consolidation" can be a tactical move designed to
push negotiations, Reuters reported.

"It can be an attempt to generate leverage or begin the process
where they are going to play out their leverage," Reuters quoted
Mr. Williams as saying.

Two sources familiar with the matter said that putting the
restructuring plan out in the open will likely push forward
negotiations among the bondholders, other creditors not involved
in the plan and the debtor group.  Another source said that
getting the information out into the public would give more
information to the other creditors not in the bondholder group
talks and help get a settlement, Reuters reported.

          Classification of Claims and Equity Interests

Claims against LBHI and its affiliated debtors, other than
administrative expense claims and priority tax claims, and equity
interests are classified.  These classes of claims are:

Classes                        Treatment of Claims
-------                        -------------------
Class 1                        Unimpaired.  Each holder of an
Priority Non-Tax Claims        allowed Priority Non-Tax Claim
                               will be paid in cash.

Class 2                        Unimpaired.  Except to the extent
Secured Claims                 that the holder of an allowed
                              Secured Claim agrees to less
                              favorable treatment, each holder
                              of that claim be satisfied by, at
                              the option of the Plan
                              Administrator: (i) payment in Cash
                              by the consolidated Debtors;
                              (ii) the sale or disposition
                              proceeds of the collateral
                              securing the claim to the extent
                              of the value of that collateral;
                              (iii) surrender to the holder of
                              the claim of the collateral; or
                              (iv) treatment that leaves
                              unaltered the legal, equitable,
                              and contractual rights to which
                              the holder of the claim is
                              entitled.

Class 3                       Impaired.  Each holder of an
Senior Unsecured Claims       allowed Senior Unsecured Claim
                              will receive its (i) Pro Rata
                              Share of Plan Consideration, (ii)
                              Pro Rata Senior Unsecured Claim
                              Share of Reallocated Subordinated
                              Distributions and (iii) its Pro
                              Rata LBT Reallocation Share of
                              Reallocated LBT Distributions, if
                              any.

Class 4                       Impaired.  Each holder of an
General Unsecured Claims      allowed General Unsecured Claim
                              will receive its (i) Pro Rata
                              Share of Plan Consideration and
                              (ii) its Pro Rata LBT
                              Reallocation Share of Reallocated
                              LBT Distributions, if any.

Class 5                       Impaired.  Holders of allowed
Subordinated Unsecured Claims Subordinated Unsecured Claims will
                              not receive any distributions on
                              account of those claims and
                              instead the distributions will be
                              allocated to the holders of
                              allowed Senior Unsecured Claims
                              until they are all fully satisfied
                              in which case each holder of an
                              allowed Subordinated Unsecured
                              Claim will receive its (i) Pro
                              Rata Share of Plan Consideration
                              and (ii) Pro Rata LBT Reallocation
                              Share of Reallocated LBT
                              Distributions, if any.

Classes 6A to 6n              Impaired.  Each holder of an
Subsidiary Unsecured Claims   allowed Subsidiary Unsecured Claim
                              in each of Classes 6A through 6n
                              will receive its Pro Rata Share of
                              Plan Consideration; provided,
                              however, that if a Class in
                              Classes 6A through 6n votes to
                              accept the Plan, the Pro Rata
                              Share for each holder of an
                              Allowed Subsidiary Unsecured Claim
                              in such accepting Class will  be
                              determined using an amount equal
                              to 115% of such allowed Claim.

Classes 7A to 7n              Impaired.  Each holder of a Third-
Consolidated Third-Party      Party Guarantee Claim in Classes
Guarantee Claims              7A through 7n is not entitled to a
                              Distribution as a consequence of
                              substantive consolidation.
                              However, if a Class in Classes 7A
                              through 7n votes to accept the
                              Plan, each holder of an allowed
                              Third-Party Guarantee Claim in
                              such accepting Class will be
                              entitled to receive its Pro Rata
                              Share of Plan Consideration,
                              provided that such Pro Rata Share
                              will be determined using an amount
                              equal to 25% of such allowed
                              Third-Party Guarantee Claim.

Classes 8A through 8n         Impaired.  Each holder of a Third-
Non-Consolidated Third-Party  Party Guarantee Claim in Classes
Guarantee Claims              8A through 8n will receive its Pro
                              Rata Share of Plan Consideration,
                              provided, however, that all Third-
                              Party Guarantee Claims in Classes
                              8A through 8n will be deemed
                              Disputed Claims and not entitled
                              to Distributions under the Plan
                              unless and until (a) each Debtor
                              and Debtor-Controlled Entity with
                              a Claim against the applicable
                              Primary Obligor has received all
                              distributions on account of such
                              Claim to the extent enforceable as
                              determined by the Bankruptcy Court
                              without subordination, reduction
                              or offset of any kind unless
                              otherwise agreed to by the Plan
                              Proponents or the Plan
                              Administrator, as applicable, and
                              (b) such holder establishes that
                              it has received all distributions
                              it is entitled to receive on
                              account of its Primary Claim and
                              such Primary Claim has not
                              otherwise received payment in
                              full.

Class 9                       Impaired.  Each holder of an
Non-Consolidated              Allowed Non-Consolidated
Intercompany Claims           Intercompany Claim in Class 9 will
                              receive its Pro Rata Share of Plan
                              Consideration.

Class 10                      Impaired.  Each holder of an LBT
LBT Intercompany Claims       Intercompany Claim is not entitled
                              to a Distribution as a consequence
                              of substantive consolidation,
                              provided, however, that if both
                              Class 10 and Class 11 vote to
                              accept the Plan, the LBT
                              Intercompany Claims will be
                              allowed in an aggregate amount
                              equal to $33,170,000,000 and the
                              holder of the allowed LBT
                              Intercompany Claim in Class 10
                              will  be entitled to receive its
                              Pro Rata Share of Plan
                              Consideration.

Class 11                      Impaired.  Each holder of a Third-
LBT Third-Party               Party Guarantee Claim in Class 11
Guarantee Claims              is not entitled to a distribution
                              as a consequence of substantive
                              consolidation; provided, however,
                              that if both Class 10 and Class 11
                              vote to accept the Plan, each
                              holder of an allowed Third-Party
                              Guarantee Claim in Class 11 will
                              receive 50% of its Pro Rata Share
                              of Plan Consideration and will not
                              be subject to reduction as a
                              consequence of Distributions
                              received on account of the
                              corresponding Primary Claim with
                              the remaining 50% of such Pro Rata
                              Share of Plan Consideration made
                              available for Distributions to
                              holders of allowed Senior
                              Unsecured Claims in Class 3,
                              allowed General Unsecured Claims
                              in Class 4 and allowed
                              Subordinated Unsecured Claims in
                              Class 5.

Classes 12A through 12n       Impaired.  Each holder of a
Designated Non-Debtor         Designated Non-Debtor Affiliate
Affiliate Intercompany Claims Intercompany Claim in Classes 12A
                              through 12n is not entitled to a
                              Distribution as a consequence of
                              substantive consolidation;
                              provided, however, that if a Class
                              in Classes 12A through 12n and the
                              corresponding Class in Classes 13A
                              through 13n vote to accept the
                              Plan, the Designated Non-Debtor
                              Affiliate Intercompany Claims in
                              such Class and the Debtor
                              Consolidated Claims against such
                              holder shall be Allowed in an
                              aggregate amount as agreed to
                              by the Plan Proponents and the
                              holder of the Allowed Designated
                              Non-Debtor Affiliate Intercompany
                              Claim, and such holder shall be
                              entitled to receive its Pro Rata
                              Share of Plan Consideration but
                              solely to the extent the
                              Consolidated Debtors receive
                              distributions from the Designated
                              Non-Debtor Affiliates on account
                              of the Debtor Consolidated Claims
                              without subordination, reduction
                              or offset of any kind unless
                              agreed to by the Plan Proponents
                              or Plan Administrator, as
                              applicable.

Class 13A through 13n         Impaired.  Each holder of a Third-
Designated Non-Debtor         Party Guarantee Claim in Classes
Affiliate Third-Party         13A through 13n is not entitled to
Guarantee Claims              a Distribution as a consequence of
                              substantive consolidation;
                              provided, however, that if a Class
                              in Classes 13A through 13n votes
                              to accept the Plan, each holder of
                              an Allowed Third-Party Guarantee
                              Claim in such accepting Class will
                              be entitled to receive its Pro
                              Share will be determined using an
                              amount equal to 70% of such
                              Allowed Third-Party Guarantee
                              Claim, which amount will not be
                              subject to further reduction as a
                              consequence of substantive
                              consolidation or Distributions
                              received on account of the
                              corresponding Primary Claim.

Class 14                      Impaired.  Holders of Allowed
Section 510(b) Claims         Section 510(b) Claims in Class 14
                              will not receive any Distributions
                              on account of such Allowed Section
                              510(b) Claims unless and until
                              all holders of Allowed Claims
                              other than Allowed Section 510(b)
                              Claims are fully satisfied in the
                              Allowed amount of such Claims, in
                              which case each holder of an
                              Allowed Section 510(b) Claim
                              will receive its Pro Rata Section
                              510(b) Claim Share of remaining
                              Plan Consideration.

Class 15                      Impaired.  On the Effective Date,
Equity Interests              all Equity Interests in LBHI will
                              be cancelled and one new share of
                              LBHI's common stock will be issued
                              to the Plan Administrator which
                              will hold such share for the
                              benefit of the holders of such
                              former Equity Interests consistent
                              with their former economic
                              entitlements; provided, however,
                              that the Plan Administrator may
                              not exercise any voting rights
                              appurtenant thereto in conflict
                              with Article X of the Plan.  Each
                              holder of an Equity Interest in
                              LBHI will neither receive nor
                              retain any property or interest in
                              property on account of such Equity
                              Interests.

Except for Classes 1, 2, 5, 14 and 15, all classes of claims and
equity interests are entitled to vote on the restructuring plan.

Meanwhile, each holder of an allowed administrative expense claim
or allowed priority tax claim will receive cash from the
consolidated Debtors.

                Implementation of the Plan

Under the restructuring plan, a Plan Administrator will be
designated by the Board of Directors as of the plan's "effective
date."

Effective date means the first business day on which the
conditions to effectiveness of the restructuring plan have been
satisfied or waived and on which the plan will become effective.

The Plan Administrator will have the authority and right on
behalf of the consolidated Debtors to implement all provisions of
the restructuring plan subject to the oversight of the Board of
Directors and without the need for court approval.

The Plan Administrator will not be held liable for any acts or
omissions in connection with his duties other than for gross
negligence or willful misconduct.  He will be indemnified by the
consolidated Debtors for any losses incurred.

                       Board of Directors

As of the effective date of the plan, the existing Board of
Directors will be terminated and a new Board of Directors will be
selected consisting of seven members, three of which will be
appointed by the ad hoc group of Lehman Brothers Creditors.   The
remaining members of the Board of Directors will be selected by a
majority vote of allowed claims voting in favor of the
restructuring plan.

Any holder or group of holders aggregating not less than $2.5
billion in claims allowed as of the voting record date may
nominate an individual for consideration.

The ad hoc group of Lehman Brothers creditors may nominate
additional individuals for consideration to serve as members of
the new Board of Directors.  To the extent any new Board of
Directors position remains unfilled, the group will appoint an
additional member.

The new Board of Directors will have full discretion with respect
to the continued retention or termination of any existing
managers or advisors to the consolidated Debtors.

                       Other Provisions

The wind-down and liquidation of each of the consolidated
Debtors' assets will occur over a period of three years after the
effective date, subject to receiving a private letter or other
equivalent guidance from the Internal Revenue Service permitting
a longer period of time without adversely impacting the status of
the restructuring plan for federal income tax purposes.

In the discretion of the Plan Administrator, the consolidated
Debtors may form new or utilize existing entities that will
principally hold some of their existing assets.  In connection
therewith, the consolidated Debtors may create new securities for
distribution under the restructuring plan.

In the event that the Plan Administrator determines to make
multiple types of new securities available to holders of allowed
claims and equity interests, each of those holders will receive
of each type of new security its Pro Rata Share, Pro Rata Senior
Secured Claim Share, Pro Rata LBT Distribution Share, and Pro
Rata Equity Share, as applicable.

Each holder of a Non-Consolidated Intercompany Claim will have an
allowed Non-Consolidated Intercompany Claim against a
consolidated Debtor only if that holder (i) recognizes and honors
each of the consolidated Debtors' and consolidated-Debtor-
Controlled Entities' Claims, if any, against that holder as
determined by the Bankruptcy Court without giving effect to
subordination, recharacterization or offset and (ii) agrees not
to set off the Allowed Non-Consolidated Intercompany Claim
against any claim of a consolidated Debtor or consolidated-
Debtor-Controlled Entity against that holder.

Full-text copies of the Ad Hoc Group of Lehman Brothers
Creditors' proposed restructuring plan and disclosure statement
are available for free at:

         http://bankrupt.com/misc/LBHI_Planadhocgroup.pdf
         http://bankrupt.com/misc/LBHI_DSadhocgroup.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
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Court Denies Fogarazzo Advance From Insurance
--------------------------------------------------------------
U.S. Bankruptcy Judge James Peck has denied a motion filed by a
group led by Lawrence Fogarazzo to allow advancement under Lloyd's
of London's insurance policy.

Lloyd's is one of the firms tapped by LBHI to provide insurance
coverage to its former and incumbent directors and officers who
are facing various lawsuits, some of which stemmed from the
company's bankruptcy filing.

The Fogarazzo-led group earlier moved to lift the automatic stay
to allow advancement under Lloyd's policy to pay its claims
against Lehman Brothers Inc. in a securities fraud action.

Judge Peck ordered LBHI and Lloyd's to furnish the group with
redacted copies of the termination and settlement agreements with
respect to the company's indemnity policies, subject to their
entry into a confidentiality agreement acceptable to the company
and the insurance firm.

                       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: Edgewood Wants to Compel Return of Property
------------------------------------------------------------
Edgewood Management LLC seeks a court order directing Lehman
Brothers Holdings Inc. to return the $505,936 of cash held as an
open item in the company's account at Bank of America.

The $505,936 was generated from the sale of Lehman Brothers
Inc.'s shares of stock of Vestas Wind Systems, which Edgewood
Management was holding for its client, Edgewood Growth Fund.

The money was supposed to be wired to Edgewood Growth's custodian
account at U.S. Bank.  However, LBHI filed for bankruptcy
protection in September 2008, and all its bank accounts including
the BofA account were frozen.

"The EGF cash is not property of the Debtors' estates and should
be returned to EGF because LBHI has no legal or equitable title
to the EGF cash other than title as a trustee under an express or
constructive trust," says Edgewood Management's lawyer, Shaya
Berger, Esq., at Dickstein Shapiro LLP, in New York.

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

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBI Trustee Okays Sharon Park Project Sale
-----------------------------------------------------------
The trustee for Lehman Brothers Inc. asks the Bankruptcy Court to
approve a stipulation for a modification of the automatic stay to
facilitate the sale of a 636-unit multifamily residential rental
development located at 5600 Chimney Rock Road, in Houston, Texas,
commonly known as the Sharon Park Village Apartments.

The Stipulation is entered into by Merrill Lynch Capital
Services, Inc.; Merrill Lynch Portfolio Management, Inc.;
Provident Foundation - BK Texas, LLC, a Delaware limited
liability company; Provident Group - BK Arizona, LLC, a Delaware
limited liability company; Provident Group - BK California,
LLC, a Delaware limited liability company; Provident Affordable
Housing - Georgia, L.L.C., a Louisiana limited liability company;
Provident Affordable Housing Inc. (formerly known as Provident
Housing Resources, Inc.), a California non-profit public benefit
corporation; PHR Sharon Park Village L.L.C., a Louisiana limited
liability company; and PHR Woodlands Properties L.L.C., a
Louisiana limited liability company -- as the Borrowers; Barclays
Capital Inc. and the LBI Trustee.

PHR Sharon Park entered into purchase and sale agreement, dated
September 13, 2010, with Sharon Park Holding Company, L.P., as
purchaser, and Fidelity National Title Insurance Company,
National Accounts Division, Atlanta Georgia, as escrow agent.
Under the agreement, title to the Project will be transferred to
the Purchaser for a purchase price of $8,750,000.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBSF Wins OK to Sell Stake in Libro Companhia
--------------------------------------------------------------
Lehman Brothers Special Financing Inc. received approval from the
U.S. Bankruptcy Court for the Southern District of New York for
the sale of its debt and equity interest in Libro Companhia
Securitizadora de Creditos Financeiros.

Libro is a Brazil-based company formed to invest in fixed income
and distressed assets in the Latin country.  LBSF and a non-
debtor affiliate LBI Group Inc. own all outstanding equity of
Libro and certain notes it issued.

LBSF and LBI Group propose to sell their debt and equity interest
to Jive Investments Holding Ltd. for BRL27 million or more than
US$15.8 million, of which about BRL6,241,700 will go to LBSF.
LBSF will also get an additional BRL15,047,200 to be paid by LBI
Group from its share of the purchase price.

Under the deal, Jive Investments will assume the obligations and
liabilities of LBSF and LBI Group.  It will be paid 2% of the
purchase price or approximately BRL540,000 as break-up fee if the
deal does not push through and the sellers accept a better sale
proposal.  It will also be reimbursed up to US$50,000 for its
expenses if the sale is not completed by March 31, 2011.

The deal is formalized in a 51-page agreement, a copy of which is
available at http://bankrupt.com/misc/LBHI_JIHAgreement.pdf

Libro currently does not have employees and ongoing business.  As
of October 30, 2010, its only assets are three portfolios of
fixed income and distressed assets, more than BRL31.1 million in
cash, and a real property worth more than BRL7.3 million,
according to court papers.

                       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: Settlement With European Administrators Approved
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. received approval from the U.S.
Bankruptcy Court for the Southern District of New York of a new
services agreement with the administrators of its European units.

The agreement was hammered out to provide LBHI continued access
to the information systems of its U.K.-based units to support the
valuation and unwinding of derivatives trades that were booked
through those information systems.

The U.K.-based Lehman units include Lehman Brothers Europe
Limited, Lehman Brothers International Europe, Lehman Brothers
Holdings Plc and Lehman Brothers Ltd.  These companies had been
placed in administration following the bankruptcy filing of LBHI.

LBHI previously entered into a transition services agreement with
the administrators to unwind their assets in U.K.  The TSA
expired on November 14, 2010, prompting LBHI to seek for
temporary extension of the TSA, on the condition that the company
seeks approval of the new services agreement.

Under the new agreement, the services to be provided to LBHI
include systems access and data provision necessary for the
company to continue unwinding derivatives trades that were
originally booked through its London-based systems.  The company
will also be provided other data to support potential or ongoing
litigation, alternative dispute resolution proceedings, among
other things.

A full-text copy of the new services agreement is available for
free at http://bankrupt.com/misc/LBHI_NSAAdministrators.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
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

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

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

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

                 International Operations Collapse

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

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

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


LENOX CONDOMINIUM: Proposes to Sell Condo Units to Pay Claims
-------------------------------------------------------------
The Lenox Condominium LLC submitted to the U.S. Bankruptcy Court
for the Southern District of New York a proposed Plan of
Reorganization and an explanatory Disclosure Statement.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.  Votes are being solicited from unsecured creditors and
Capital One N.A., a secured creditor.

According to the Disclosure Statement, distributions to creditors
will be funded from the sale of the Debtor's condominium units
over a two-year period.  The sales will be spearheaded by Halstead
Property Development Marketing, LLC.  The Debtor expects sales of
the condo units will result in net income of between $14,500,000
to $16,000,000 in a two-year span.

Payments and distributions to be made under the Plan will be
distributed to the creditors from (a) the proceeds of the sale of
the Debtor's property; (b) cash assets of the Debtor existing as
of the effective date; (c) cash generated from operations
following the Effective Date; and (d) other assets as may be
identified by the Debtor.  The net sale proceeds will be used as
follows: (a) 82% of the proceeds to Capital One on account of its
secured claim; (b) 5% to fund the Unsecured Creditor Fund; (c)
fund all other classified or unclassified Claims; and (d) to
finally fund sales commissions, marketing costs and general
operations.

Under the Plan, Capital One, which filed a $10,402,842 secured
claim, will have its allowed claim paid in full with interest
(interest will be calculated as the prime rate plus 1/2%) over a
period of two years from the proceeds of the sale of Debtor's
property.  Capital One will receive 82% of the net sale proceeds
of the sale of each of the Debtor's 18 condominium units, credited
first to interest, then to principal.  Capital One will retain its
lien on the property until its secured claim is paid in full.

Each holder of an allowed Class 3 Unsecured Claim will receive a
pro rata share of the Unsecured Creditor Fund.  A total of
$1,276,310 in unsecured claims have been filed, however, this
include the Board of Managers of The Lenox Condominium's
$1,222,897 claim, which the Debtor believes is statutorily barred.

In exchange for the guaranty by Uptown Partners, LLC, the sole
member of the Debtor, of the distribution to the unsecured
creditors, the holder of the allowed interests will retain its
allowed interest in the Debtor in proportion as existed prior to
the filing of the case.

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

                    About The Lenox Condominium

New York-based The Lenox Condominium LLC is in the real estate
development business.  It currently is the owner of 18 condominium
units in a 77-unit, 12-story, full-service luxury condominium
located on Lenox Avenue between 129th Street and 130th Street, in
New York, New York.  The Debtor's sole member is Uptown Partners
LLC, but its day-to-day affairs are managed by its president,
Lewis Futterman.

The Company filed for Chapter 11 protection on March 17, 2010
(Bankr. S.D.N.Y. Case No. 10-11391).  Robert R. Leinwand, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck P.C., represents
the Debtor.  The Company estimated assets and debts at $10 million
to $50 million.


LIGHTHOUSE LODGE: Court Confirms Rival Bankruptcy Plan
------------------------------------------------------
Bankruptcy Judge Stephen L. Johnson denied confirmation of the
Second Amended Plan of Reorganization of Lighthouse Lodge, LLC.
The Court instead accepted a competing plan entitled Second
Amended Plan of Liquidation filed by secured creditor ORIX Capital
Markets, LLC.

                           Debtor's Plan

The Debtor's Plan was supported by Geneva Real Estate Investments,
Inc.  The Debtor's Plan provides for a sale or refinance of the
Lighthouse Lodge by October 1, 2012.  Pending that sale or
refinance, the Debtor's existing management will operate the
Lighthouse Lodge.  The Debtor's Plan provides for payment in full
on the effective date for unclassified claims and Class 1 priority
claims.  The Debtor's Plan provides for payments on the Class 2
ORIX claim amortized over 360 months at 9% interest, or $72,541.40
per month.  ORIX retains its lien but the maturity of the loan is
extended to October 1, 2012, in anticipation of the proposed sale
or refinance.  The Debtor's Plan deletes some reserve accounts
(for maintenance and insurance) otherwise required by the loan
documents.  Class 2B, the Monterey County property tax claim, is
to be paid "as incurred."  Classes 3 and 3A -- personal property
secured claim holders -- retain their liens and receive regular
payments going forward.  Class 4 is comprised of executory
contract claims and the Debtor believes it has none of these.
Class 5, general unsecured creditors, will share monthly payments
that vary from $4,720 to $6,720, and will receive a lien on the
Lighthouse Lodge that is subordinate to ORIX.  Their claims will
be paid in full at the time of sale or refinance if they have not
been paid before that date. Class 6 is the Geneva Claim.  Under
the Second Modification to the Debtor's Plan, $3 million of this
claim is treated as equity.  The balance (estimated in the
Debtor's Plan at $1.3 million, but actually $1.091 million as
noted above) is to be paid at the time of the sale or refinance at
7% interest but is entitled to a lien on the Lighthouse Lodge that
is junior to ORIX and the unsecured creditors' liens.

                             ORIX Plan

The ORIX Plan provides for a prompt sale of the Lighthouse Lodge
by a liquidating agent nominated by ORIX.  Pending that sale, the
Lighthouse Lodge will be operated by a property management
company.  ORIX will provide funds to ensure that both the
liquidating agent and the property manager are paid, but it will
add those advances to its loan balance, and that balance will
continue to accrue interest and late charges.

The ORIX Plan proposes to pay in full on the effective date the
unclassified claims, Class A1, and general priority claims.  Class
A2, gift certificate holders, may use their gift certificates at
the Lighthouse Lodge until it is sold. After that, they will be
paid the remaining balance in cash.  Class B1 consists of the ORIX
claim.  This claim is impaired.  Pending sale of the Lighthouse
Lodge, the Class B1 claim will only be paid adequate protection
payments equal to the amount due under the promissory note; if
there are insufficient funds to make that payment, ORIX will only
be paid the available cash.  Class B2, a claim secured by personal
property, will be treated as an unsecured creditor and paid in
full.  Class B3, other personal property secured claims, will be
paid the full value of the security on the effective date, and any
deficiency will be treated as an unsecured claim and paid in full.
Class C1 consists of general unsecured claims.  These will be paid
in full on the effective date.  Class C2 consists principally of
the Geneva Claim.  This claim is impaired and will only be paid if
the price at which the Lighthouse Lodge sells is sufficient to pay
the ORIX claim in full (including the addition of the
unclassified, priority, and secured and unsecured claims in
Classes A2, B2, B3, and C1).  Finally, Class D consists of the
member interests in the Debtor.  These interests will only be paid
any funds remaining after Class C2 has been paid. All advances by
ORIX are to be added to its loan balance and will accrue interest
at the default rate.

The Debtor and Geneva objected to ORIX's Plan.

ORIX objected to the Debtor's Plan.  In addition, ORIX objected to
the proof of claim filed by Geneva, arguing that it should be
disallowed or subordinated to an equity position.

The Court concludes that the ORIX Plan can be confirmed.  The
Debtor's Plan cannot be confirmed because it is not feasible under
11 U.S.C. Sec. 1129(a)(11) and does not satisfy the best interests
test of 11 U.S.C. Sec. 1129(b).  Geneva is allowed an unsecured
claim of $1,091,000, but that claim is contractually subordinated
to the claims of the estate's general unsecured creditors.

A copy of the Court's December 14, 2010 Memorandum Decision is
available at http://is.gd/j3Cyjfrom Leagle.com.

                      About Lighthouse Lodge

Headquartered in Pacific Grove, California, Lighthouse Lodge, LLC
-- http://www.lhls.com/-- dba Lighthouse Lodge & Suites, offers
cabin and motel accommodation.  The Debtor filed for Chapter 11
protection (Bankr. N. D. Calif. Case No. 09-52610) on April 9,
2009.  Hagop T. Bedoyan, Esq., at Klein, DeNatale, Goldner, et
al. represents the Debtor in its restructuring efforts.  In its
summary of schedules, the Debtor listed $18,933,327 in assets and
$14,773,201 in liabilities.


LITHIUM TECHNOLOGY: Posts $3.7 Million Net Loss in Q3 2010
----------------------------------------------------------
Lithium Technology Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $3.69 million on $1.47 million
of sales for the three months ended September 30, 2010, compared
with a net loss of $1.55 million on $3.02 million of sales for
the same period last year.

The Company's balance sheet at September 30, 2010, showed
$8.52 million in total assets, $32.18 million in total
liabilities, and a stockholders' deficit of $23.66 million.

As reported in the Troubled Company Reporter on April 12, 2010,
Amper, Politziner & Mattia LLP, in Edison, N.J., expressed
substantial doubt about Lithium Technology's ability to continue
as a going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has recurring losses
from operations since inception and has a working capital
deficiency.

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

               http://researcharchives.com/t/s?712c

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.


LODGENET INTERACTIVE: PAR Investment Has 18.65% Equity Stake
------------------------------------------------------------
In a Schedule 13D filing with the Securities and Exchange
Commission on December 6, 2010, PAR Investment Partners, L.P.,
disclosed that it paid an aggregate amount of approximately
$19,778,500 to acquire beneficial ownership of 5,098,677 shares of
LodgeNet Corporation beginning in June 2010, in the normal,
ordinary course of business.  The Shares are comprised of
2,850,000 shares of Common Stock and 8,500 shares of 10% Series B
Convertible Preferred shares of the LodgeNet Corporation which are
convertible into 2,248,677 shares of Common Stock at the option of
the holder.

As of November 18, 2010, PAR Investment Partners owned
beneficially 5,098,677 shares of Common Stock representing
approximately 18.65%, on an as-converted basis, of the shares of
the Company's Common Stock outstanding as reported in publicly
available information.

As of November 18, 2010, PAR Group, through its control of PAR
Investment Partners as general partner, had sole voting and
dispositive power with respect to all 5,089,677 Shares owned
beneficially by PAR Investment Partners on an as-converted basis,
representing approximately 18.65% of the shares of the Company's
Common Stock outstanding as reported in publicly available
information.

As of November 18, 2010, PAR Capital Management, through its
control of PAR Group as general partner, had sole voting and
dispositive power with respect to all 5,089,677 Shares owned
beneficially by PAR Investment Partners on an as-converted basis,
representing approximately 18.65% of the shares of the Company's
Common Stock outstanding as reported in publicly available
information.

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company's balance sheet at Sept. 30, 2010, showed
$454.88 million in total assets, $509.32 million in total
liabilities, and a stockholder's deficit of $54.44 million

                          *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


LOWELL JOBE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Lowell Alton Jobe
        109 Sandy Hook Road
        Chanhassen, MN 55317

Bankruptcy Case No.: 10-49272

Chapter 11 Petition Date: December 17, 2010

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

Judge: Gregory F. Kishel

Debtor's Counsel: William A. Vincent, Esq.
                  WILLIAM A. VINCENT PA
                  17736 Excelsior Blvd
                  Minnetonka, MN 55345
                  Tel: (952) 401-8883
                  Fax: (952) 401-8889
                  E-mail: wavpatax@aol.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/mnb10-49272.pdf


MACTEC INC: 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
Alpharetta, Georgia-based MACTEC Inc. at the company's request.

MACTEC has refinanced its credit facility and has repaid the
balance on its term loan due 2012.


MAFCO WORLDWIDE: Moody's Withdraws 'B1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service withdrew the B1 Corporate Family Rating
for Mafco Worldwide Corporation and the B1 rating on its term loan
due 2011.  The action follows the repayment of the term loan.

The last rating action on Mafco occurred on November 30, 2009,
when Moody's affirmed the company's ratings and updated the loss
given default estimates.

Mafco Worldwide Corporation, headquartered in Camden, New Jersey,
is the leading global producer of licorice products for use as
tobacco flavor enhancing and moistening agents found in "American
blend" cigarettes, moist snuff, chewing tobacco and pipe tobacco
and through its Magnasweet(R) line of business sells licorice to
the food, cosmetics and pharmaceutical industries for use as
flavoring or masking agents.  It is a wholly-owned subsidiary of M
& F Worldwide Corporation and generated revenues of $106 million
for the LTM ending September 30, 2010.


MARSHALL & ILSLEY: S&P Puts 'BB+' Rating on CreditWatch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BB+'
long-term counterparty credit rating on Marshall & Ilsley Corp.
and its 'BBB-' long-term counterparty credit rating on M&I's
primary banking subsidiary, M&I Marshall & Ilsley Bank, on
CreditWatch with positive implications.

"The CreditWatch placement follows M&I's announcement that it has
entered into a definitive agreement to be acquired by higher-rated
Bank of Montreal (A+/Stable/A-1)," said Standard & Poor's credit
analyst Robert Hansen.  In this approximately $4.1 billion stock-
for-stock transaction, BMO will also purchase M&I's Troubled Asset
Relief Program preferred shares at par plus accrued interest, with
full repayment to the U.S. Treasury immediately prior to closing.

S&P expects the transaction, which has been approved by the BMO
and M&I boards of directors, to close prior to July 31, 2011.  The
completion of the transaction is subject to regulatory approval
and approval by M&I's shareholders.  Given BMO's strong financial
position and the signed agreement, S&P believes that there is a
very high likelihood that the companies will complete the
transaction.

S&P thinks that the large decline in M&I's stock price in recent
quarters, likely due to persistent net losses and large
construction real estate exposures, made the company attractive
from a valuation perspective.  However despite weakness in its
construction real estate loan portfolio, M&I has a good
competitive market position in its home state of Wisconsin, but a
fairly weak market position in the several other states in which
it operates, in S&P's opinion.  M&I Marshall & Ilsley Bank ranks
first in Wisconsin, with an approximate 19% deposit market share
as of June 2010.  Outside of its commercial banking operations,
M&I also operates a wealth-management business that is a small
part of M&I, but represents an attractive growth opportunity, in
S&P's view.

S&P will likely equalize its ratings on M&I with those on BMO and
its primary U.S. banking subsidiary when the acquisition is
complete, depending on final legal structure.  In the unlikely
event that the acquisition is not completed, S&P would likely
place its ratings on M&I on CreditWatch with negative implications
to further review the company's operating and financial
performance and strategic plans.


MAYSLAKE VILLAGE: Court Junks Plan & Allows BofA Foreclosure
------------------------------------------------------------
Bankruptcy Judge John H. Squires denied confirmation of the
Chapter 11 plan of reorganization filed by Mayslake Village-
Plainfield Campus, Inc., and, instead, granted Bank of America,
N.A.'s motion for relief from the automatic stay under 11 U.S.C.
Secs. 362(d)(2) and (d)(3).

The Lender seeks to proceed with a mortgage foreclosure action
against the Debtor's property.  The Lender points out that (1) the
Plan lacks a realistic possibility of being confirmed; (2) the
case meets the definition of the term "single asset real estate"
for purposes of 11 U.S.C. Sec. 101(51B); and (3) the Debtor has
not commenced any monthly interest payments as required by Sec.
362(d)(3).

The Debtor is an Illinois not-for-profit corporation that owns
real estate in Plainfield, Illinois, improved with a 186-unit
senior housing facility, known as Cedarlake Village, that provides
moderate-cost housing for lower income senior citizens.  The
Debtor owes the Lender $30,129,134 on construction notes used to
finance the acquisition and construction of the Property.

The Plan provides that all allowed claims are to be paid in full,
with unsecured claims to be paid from unencumbered cash in five
monthly installments beginning upon the effective date of the Plan
after confirmation.  The Lender's claims against the Debtor are
arranged in two classes and are to be paid in full from the net
earnings of the Debtor from the Property over a term no longer
than 25 years.  The first claim (Class 2) totals $27,003,000 and
represents the unpaid principal owed on the Construction Notes.
The second claim (Class 3) is for $3,160,791 in unpaid prepetition
accrued interest on those Notes.  The monthly Plan payments to the
Lender are based on an annual interest rate of 3.25% on the
Class 2 claim and are to commence in January 2013 through the
maturity date of December 31, 2035.  The Plan also provides for
payment to the Lender for a claim owed by the Affiliate to the
Lender for the Completion Line of Credit (Class 7).  That claim is
to be paid in the principal amount of $1,523,893 plus interest at
an annual rate of 5.0%.  (The Affiliate filed a $1,543,884
unsecured claim in this case.

Under the Plan, claims are to be paid in this order: (1) all
current interest on the Class 7 claim (the current monthly
interest accruing on the Completion Line of Credit); (2) all
current interest on the Class 2 claim (the current monthly
interest accruing on the Construction Notes); (3) all unpaid
Class 2 accrued interest (the accrued interest on the Construction
Notes); (4) the Class 3 claim (the pre-petition accrued interest
on the Construction Notes); (5) the Class 7 principal claim (the
outstanding principal of the Completion Line of Credit); and (6)
the Class 2 principal claim (the outstanding principal amount of
the Construction Notes).

A copy of Judge Squires' December 7, 2010 Memorandum Opinion is
available at http://is.gd/j3LV8from Leagle.com.

Mayslake filed for Chapter 11 bankruptcy in 2009 in Chicago
(Bankr. N.D. Ill. Case No. 09-43338).  The Company listed assets
and liabilities of between $10 million and $50 million.  Bank of
America in August 2009 commenced foreclosure proceedings against
Mayslake.  The Bank requested a receiver to be appointed for the
company on Sept. 10, 2009.


MCCLATCHY CO: S&P Raises Corporate Credit Rating to 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit on Sacramento, California-based The McClatchy Co. to 'B'
from 'B-'.  The upgrade reflects the significant current and
expected moderation in the pace of ad revenue declines in 2010 and
2011 and improving debt leverage and discretionary cash flow.

S&P also revised its recovery rating on the company's first-lien
senior secured credit facilities and first-lien notes to '2' from
'3'.  The '2' recovery rating indicates S&P's expectation of
substantial (70%-90%) recovery for lenders in the event of a
payment default.  S&P also raised its issue-level rating on this
debt to 'B+', one notch higher than its 'B' corporate credit
rating on the company, from 'B-', in accordance with its notching
criteria for a '2' recovery rating.  The first-lien senior secured
recovery rating revision reflects the expected early repayment of
all term debt by year-end 2010, which improves recovery prospects
for secured lenders in S&P's simulated default scenario.

In addition, S&P raised its issue-level ratings on the company's
unsecured debt originally issued by Knight Ridder Inc. to 'CCC+'
from 'CCC'.

"The 'B' corporate credit rating on McClatchy reflects S&P's
expectation of further moderation in ad revenue declines in the
fourth quarter of 2010 and a recovery in full year 2010 EBITDA,"
said Standard & Poor's credit analyst Hal F. Diamond.  S&P has
factored into the current rating S&P's forecast of a 6% revenue
decline in 2010 and a 13% EBITDA increase.  While S&P's forecast
is based on the significant cost reductions that have already been
achieved, cost comparisons for the fourth quarter will become more
difficult.

"In 2011, S&P believes revenue could decline at a low- to mid-
single-digit percent rate due to moderating print ad revenue
declines," added Mr. Diamond, "and that EBITDA could decline at a
high-single-digit pace absent additional cost cuts."  S&P expects
McClatchy to perform in line with its thresholds for the rating,
including adjusted leverage at between 5x and 6x.  McClatchy's
business risk profile is weak, in S&P's opinion, reflecting the
company's dependence on print advertising revenues and long-term
secular challenges related to newspaper market share erosion
toward online and other forms of advertising.  The company has a
highly leveraged financial profile, in S&P's view, due to high
debt to EBITDA.


MEDSCI DIAGNOSTICS: SIF's Motion for Stay Pending Appeal Denied
---------------------------------------------------------------
Judge Enrique S. Lamoutte denies the State Insurance Fund
Corporation's motion to stay proceedings pending appeal from the
Court's November 24, 2010 opinion and order concluding that the
CONTRACT FOR THE PROVISION OF DIAGNOSTIC TESTING AT INSTALLATIONS
OF THE CORPORATION FOR THE REGIONS OF CAROLINA, MAYAGUEZ, PONCE
AND THE INDUSTRIAL HOSPITAL between MedSci Diagnostics, Inc., and
the SIF was not null and void.  Judge Lamoutte says the balancing
of harm also favors MedSci.  If the stay is granted the Debtor's
source of revenue ceases, as well as its existence.  On the other
hand, the services now being provided by MedSci would have to be
provided by some other person, a professional services corporation
as the SIF now contends.  Thus, the SIF's expense or harm is far
outweighed by the Debtor's harm.

A copy of the Court's December 16, 2010 Opinion and Order is
available at http://is.gd/j3dxgfrom Leagle.com.

San Juan, Puerto Rico-based Medsci Diagnostics, Inc., filed for
Chapter 11 bankruptcy protection on June 6, 2010 (Bankr. D. P.R.
Case No. 10-04961).  Edgardo Munoz, Esq., at Edgardo Munoz, PSC,
assists the Debtor in its restructuring effort.  The Company
disclosed $57,900,732 in total assets and $6,770,211 in total
debts in its schedules.


METRO-GOLDWYN-MAYER: Restructuring Plan Becomes Effective
---------------------------------------------------------
Metro-Goldwyn-Mayer Inc.'s restructuring has become effective,
with exit financing of $500 million in place.  The company's "pre-
packaged" plan of reorganization was confirmed on December 2,
2010, by the U.S. Bankruptcy Court for the Southern District of
New York.

"MGM is emerging from one of the most challenging periods of its
storied history.  We are honored and inspired at the opportunity
of leading one of Hollywood's most iconic studios into its next
generation of unforgettable filmmaking, global television
production and distribution, and aggressively pursuing, developing
and exploiting new digital entertainment platforms," said Gary
Barber and Roger Birnbaum, Co-Chairmen and Chief Executive
Officers of MGM.  "Beginning now, MGM is a stronger, more
competitive company, with a solid financial foundation and a
bright future.  We look forward to working with MGM's dedicated
employees to build upon this company's legacy."

MGM has a significantly improved financial position with secured
lenders exchanging approximately $5 billion, including accrued
interest and fees, for most of the equity in the company. As part
of its exit financing, MGM raised $500 million to fund operations,
including production of a new slate of films and television
series. JPMorgan arranged MGM exit financing.

                    About Metro-Goldwyn-Mayer

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: Hunts for Talent to Reposition Studio
----------------------------------------------------------
Claire Atkinson and Josh Kosman at The New York Post reported late
last week that the new chiefs of Metro-Goldwyn-Mayer Inc. --
Hollywood executives Gary Barber and Roger Birnbaum -- are looking
for senior management to help reposition the studio and revive
production on two large-scale films, the 23rd "James Bond"
installment and the long-delayed "The Hobbit."

According to the report, Messrs. Barber and Birnbaum are searching
for a president to help lead the studio and are talking to Qualia
Capital's Ken Shapiro as well as other Hollywood veterans, sources
told The NY Post.  "He is a candidate," one insider said.

The Post adds that MGM will also need to hire a head of
production, a role previously filled by Mary Parent, who exited
shortly before the studio filed a prepackaged bankruptcy plan on
Nov. 3 that wiped out some $5 billion of debt.

As part of the plan, JPMorgan Chase agreed to provide a
$500 million loan facility to fund MGM's operations and
productions, the Post said.

The Post relates that while insiders say the studio is set for
now, some bankers believe it won't be long before MGM will have to
raise additional funds. The 23rd James Bond alone could cost as
much as $200 million to produce.

"I suspect its deeply possible they'll look for additional
financing," said Stephen Prough, a founder of Salem Partners, an
investment bank specializing in media and entertainment.  "They
have been very successful at getting money on Wall Street.

                 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" reorganization plan.

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: Starts Laying Off Staffers
-----------------------------------------------
The Los Angeles Times' Ben Fritz reported Friday that Metro-
Goldwyn-Mayer has started laying off staffers.  As many as 50
people out of the studio's 400 employees were let go Friday, the
LA Times said.

According to the LA Times, a person familiar with the matter said
most of the cuts are coming from theatrical distribution,
marketing and post-production,.  They would have little to do, as
MGM won't begin releasing movies again until 2012.

The LA Times noted that in MGM's bankruptcy filing in November,
MGM said it would slim down to about 320 employees in 2011.

                 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.


MICHELE HUYNH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Michele Thi Huynh
          aka Dung T. Huynh
        1611 Peachwood Drive
        San Jose, CA 95132

Bankruptcy Case No.: 10-62883

Chapter 11 Petition Date: December 17, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Drew Henwood, Esq.
                  LAW OFFICES OF DREW HENWOOD
                  41 Sutter Street, #621
                  San Francisco, CA 94104
                  Tel: (415) 362-7412
                  E-mail: dfhenwood@aol.com

Scheduled Assets: $735,975

Scheduled Debts: $1,665,828

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-62883.pdf


MIRANT AMERICAS: Fitch Affirms 'B+' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating of Mirant
Americas Generating, LLC, at 'B+' and upgraded the rating of its
unsecured debt to 'B+/RR3' from 'B/RR5'.  The ratings have been
removed from Rating Watch Positive and assigned a Stable Rating
Outlook.

The merger of GenOn Energy, Inc. (formerly known as RRI Energy,
Inc.) and Mirant Corporation was consummated on Dec. 3, 2010.
Funds to discharge certain secured and unsecured debt of Mirant
North America LLC were placed into escrow to facilitate the
redemption of the MNA debt on Jan. 3, 2011.  The discharge of the
MNA debt will improve the security position of MAG's unsecured
bondholders in the capital structure and improves their expected
recovery in the event of a default.

The ratings of MAG were put on Rating Watch Positive pursuant to
the announcement of merger between RRI Energy and Mirant
Corporation (Mirant; IDR rated 'B+' by Fitch) on April 12, 2010,
based on the anticipated discharge of MNA debt upon completion of
the merger.  The Positive Watch considered the improvement in the
security position of MAG's unsecured holders once the MNA notes
were discharged.

Fitch forecasts that cash flow at GenOn will remain under pressure
in the near term in a market environment of low commodity price
and low electricity demand.  Reflecting these market conditions,
the credit metrics for the 12 months ending Sept. 30, 2010 for RRI
and Mirant were weak.  Interest coverage ratios of EBITDA/interest
were 2.1 times for RRI and 2.8x for Mirant.  Leverage, measured by
debt/EBITDA was 5.0x for RRI and 4.4x for Mirant.

Going forward, GenOn has sufficient liquidity to manage capital
expenditures and debt maturities in the near to intermediate term.
As of Sept. 30, 2010, the combined cash and cash equivalents were
around $2.8 billion.  The company expects to achieve approximately
$150 million in annual cost synergies and plans to follow Mirant's
hedging strategy which should improve the credit metrics and cash
flow stability.  Fitch expects that by 2012 all the cost synergies
will be realized and credit metrics should improve.  Fitch
projects GenOn's 2013 EBITDA/interest ratio to improve to around
3x and debt/EBITDA should be between 4x-5x.

Fitch assigns Recovery Ratings to issuers with IDRs in the 'B'
category or below.  For competitive generating companies like MAG,
Fitch generates a theoretical distressed enterprise value based on
the projected net present value of EBITDA.  Based on Fitch's NPV
of EBITDA based enterprise value, the 'RR3' rating on MAG's
unsecured notes indicates average recovery prospects in a default
situation (51%-70%).  However, ratings are constrained as future
financings may subordinate this debt in the capital structure.


M.O.J. HOSPITALITY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: M.O.J. Hospitality, LLC
        aka Comfort Suites
        4214 Roth Drive
        Missouri City, TX 77459

Bankruptcy Case No.: 10-41466

Chapter 11 Petition Date: December 16, 2010

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

Judge: Marvin Isgur

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

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

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

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

The petition was signed by Habib Wanker, member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Habbib Wanker and Meher Wanker         10-41234   12/6/2010


MOLECULAR INSIGHT: Shares Trading to Be Transferred to OTCQB
------------------------------------------------------------
Molecular Insight Pharmaceuticals, Inc. disclosed that trading of
shares of the Company's common stock will be transferred from the
Nasdaq Global Market to the OTCQB(TM) Marketplace effective
Tuesday, December 21, 2010.

As previously disclosed on the Company's filings with the
Securities and Exchange Commission, on December 10, 2010, the
Company received notification from Nasdaq that due to its filing
of a petition for protection under Chapter 11 of the U.S.
Bankruptcy Code, trading of the Company's common stock will be
suspended at the opening of business on December 21, 2010, and
that the Company's common stock will be delisted from the Nasdaq
Stock Market that same day pursuant to Nasdaq Listing Rules 5101,
5110(b) and IM-5101-1.

Today, the Company has been advised by Pink OTC Markets, Inc.,
which operates an electronic quotation service for securities
traded over-the-counter ("OTC"), that its securities are
immediately eligible for quotation on the OTCQB.  The OTCQB is a
market tier for OTC-traded companies that are registered and
reporting with the Securities and Exchange Commission.  The
Company has also been advised that its shares will trade under the
symbol MIPIQ. Investors will be able to view real-time stock
quotes for MIPIQ at http://www.otcmarkets.com.

                          About Molecular Insight

Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals,
Inc., is a clinical-stage biopharmaceutical company that provides
services on the detection and treatment of various forms of cancer
and other life-threatening diseases.  The Debtor disclosed
$36,453,000 in total assets and $198,829,000 in total debts as of
September 30, 2010.

Molecular Insight filed for Chapter 11 bankruptcy protection on
December 9, 2010 (Bankr. D. Mass. Case No. 10-23355).  Alan L.
Braunstein, Esq., at Riemer & Braunstein, LLP, serves as
the Debtor's local Massachusetts counsel.  Kramer Levin Naftalis &
Franklin LLP serves as the Debtor's lead bankruptcy counsel.
Foley & Lardner LLP is the Debtor's bankruptcy counsel.  CRT
Capital Group LLC is the Debtor's financial advisor.  Tatum LLC, a
division of SFN Professional Services LLC, is the Debtor's
financial consultant.  Omni Management Group, LLC, is the claims,
and balloting agent.


MONEYGRAM INT'L: Preferred Stock May Be Converted, Sold in Market
-----------------------------------------------------------------
MoneyGram International has filed a shelf registration statement
on Form S-3 with the Securities and Exchange Commission relating
to the resale from time to time by selling stockholders of:

   (i) 366,388,463 shares of common stock, par value $0.01 per
       share, issuable upon conversion of Series B Participating
       Convertible Preferred Stock, par value $0.01 per share,
       assuming accrual of dividends on the B Stock through March
       25, 2013 (at which date the ability to accrue dividends in
       lieu of currently paying such dividends in cash expires),
       and

  (ii) 201,698,699 shares of common stock, par value $0.01 per
       share, issuable upon conversion of our Series B-1
       Participating Convertible Preferred Stock, par value $0.01
       per share to Series D Participating Convertible Preferred
       Stock, par value $0.01 per share followed by the subsequent
       conversion of the Series D Stock, assuming accrual of
       dividends on the B-1 Stock through March 25, 2013.

The offered securities are being registered to permit the selling
stockholders to sell the offered securities from time to time
through ordinary brokerage transactions or through any other means
described in this prospectus.  The price at which the selling
stockholders may sell the offered securities will be determined by
the prevailing market for the offered securities or in negotiated
transactions that may be at prices other than prevailing market
prices.

The Company is not selling any securities under this prospectus
and will not receive any proceeds from the sale of securities
offered by the selling stockholders.

The Company's common stock is listed on the New York Stock
Exchange under the symbol "MGI."  The last reported sales price of
our common stock on December 9, 2010 was $2.60.

The registration statement is required by the terms of the
Company's registration rights agreement with its majority
shareholders, and the registration statement would permit these
shareholders to offer and sell common stock representing the
shares into which their current preferred stock interests are
convertible.

A copy of the Prospectus is available at:

               http://researcharchives.com/t/s?7141

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a leading global payment services
company.  The Company's major products and services include global
money transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company's balance sheet as of June 30, 2010, showed
$5.461 billion in total assets, $5.450 billion in total
liabilities, $929.2 million in total mezzanine equity, and a
stockholders' deficit of $918.0 million.

                          *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MONEYGRAM INT'L: To Sell Up to $500 Mil. of Common Stock
--------------------------------------------------------
MoneyGram International (NYSE: MGI) announced December 14 its
filing of a shelf registration statement on Form S-3 with the
Securities and Exchange Commission.

The Company said that aside from allowing, shareholders to offer
and sell common stock representing the shares into which their
current preferred stock interests are convertible, the
registration statement would also permit MoneyGram to offer and
sell up to $500 million of its common stock, preferred stock, debt
securities or any combination of these, from time to time, subject
to market conditions and the Company's capital needs.

The shelf registration statement does not contemplate a particular
transaction, and any offering may be made only by means of the
prospectus included in the registration statement, as supplemented
by one or more related prospectus supplements with respect to the
offering.  Proceeds from an offering could be used for a number of
general corporate purposes as determined at the time of an
offering.

The registration statement is subject to review by the SEC and has
not yet been declared effective by the SEC.  Accordingly, the
securities covered by the registration statement may not be sold
nor may offers to buy be accepted prior to the time that
registration statement becomes effective.

A copy of the Prospectus is available at:

               http://researcharchives.com/t/s?7141

                          Financial Information

Pursuant to Rule 3-10 of Regulation S-X promulgated by the SEC,
the Company is required to provide certain condensed consolidating
financial information relating to the Company, the Guarantor
Subsidiaries and the subsidiaries of the Company that are not
named in the Registration Statement as Guarantor Subsidiaries.
Accordingly, the Company is filing this Current Report on Form 8-K
to add:

     i) Note 19 to its audited consolidated financial statements
        included in its Annual Report on Form 10-K for the fiscal
        year ended December 31, 2009, filed with the SEC on March
        15, 2010, and

    ii) Note 18 to its unaudited consolidated financial statements
        included in its Quarterly Report on Form 10-Q for the
        quarterly period ended September 30, 2010, filed with the
        SEC on November 5, 2010.

To reflect the addition of Note 19 to the Company's audited
consolidated financial statements included within the 2009 10-K
and Note 18 to the Company's unaudited consolidated financial
statements included within the 2010 Third Quarter 10-Q, the
Company has amended such financial statements in their entirety.

A full-text copy of the update to the Annual Report on Form 10-K
for the fiscal year ended December 31, 2009, is available for free
at http://ResearchArchives.com/t/s?710d

A full-text copy of the update to the Quarterly Report on Form 10-
Q for the quarterly period ended September 30, 2010, is available
for free at http://ResearchArchives.com/t/s?710e

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a leading global payment services
company.  The Company's major products and services include global
money transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company's balance sheet as of June 30, 2010, showed
$5.461 billion in total assets, $5.450 billion in total
liabilities, $929.2 million in total mezzanine equity, and a
stockholders' deficit of $918.0 million.

                          *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MONEYGRAM INTERNATIONAL: S&P Keeps 'B+' Counterparty Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
long-term counterparty credit rating on MoneyGram International.
At the same time, the outlook was revised to stable from negative.

"The rating action reflects the stabilization of MoneyGram's
financial performance since its recapitalization in March 2008,"
said Standard & Poor's credit analyst Rian M. Pressman, CFA.  In
particular, generally accepted accounting principles net income
was positive for the 12 months ended Sept. 30, 2010 (with an
average of almost $9 million earned per quarter) and was
essentially breakeven in 2009.  This contrasts with 2007 and 2008,
when the company incurred substantial net losses driven by its
float investment portfolio.  Nevertheless, GAAP profitability
remains materially lower than pre-financial crisis levels, when
net income averaged about $30 million per quarter (measured from
first-quarter 2005 thru third-quarter 2007).

The firm has refined its strategy under CEO Pamela Patsley
(appointed in September 2009) and a new management team.
MoneyGram has focused on its core Global Funds Transfer business
by strengthening operations, driving efficiencies, and enhancing
its product set.  Its money-transfer franchise continues to expand
rapidly, particularly in international markets.

The rating continues to be limited by the high leverage associated
with MoneyGram's recapitalization.  Positively, management has
used excess cash flow proactively to prepay debt under its senior
credit facility.  (A total of $352 million in debt has been repaid
since January 2009.) However, under S&P's corporate criteria for
rating hybrid capital, all of the firm's convertible preferred
mezzanine equity is counted as debt.  Moreover, the balance of
preferred equity has been growing, as the firm continues to accrue
dividends.  At Sept. 30, 2010, MoneyGram's ratio of debt to
adjusted EBITDA was 6.6x -- high for the current rating.

The stable outlook reflects S&P's expectation that MoneyGram's
strategic initiatives will continue to strengthen its franchise
and improve financial performance.  Positive ratings movement is
limited by the firm's high leverage.  S&P could lower the rating
if financial performance erodes or if management fails to address
medium-term debt maturities proactively.  (Tranche A and Tranche B
of the firm's senior secured credit facility mature in 2013;
approximately $137.2 million is currently outstanding.)


MORGAN STANLEY: S&P Downgrades Preferred Stock Rating to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed the long-
term issuer credit rating on Morgan Stanley at 'A' and the short-
term rating at 'A-1'.  At the same time, S&P revised the stand-
alone credit profile to 'bbb+' from 'bbb', and lowered the ratings
on the hybrids, including preferred stock, to 'BB+' from 'BBB'.

"The SACP revision reflects the consistent and ongoing improvement
the company has made in its capital and liquidity levels, plus the
derisking of the business profile over the preceding quarters,"
said Standard & Poor's credit analyst Kenneth Frey.  Concerning
capital, S&P note that Morgan Stanley's (Risk Adjusted Capital
Framework) RACF ratio is above the average of the U.S. large
financial institutions, which as of Sept. 30, 2010, was 6.1%
before diversification and 7.5% after diversification.  An
important part of this derisking is the wealth and asset
management businesses, which serve to dampen the volatility of
investment banking.  The downgrade of the preferred stock is
consistent with the global standard of at least a three-notch
difference between the SACP and the preferred rating, and it is
now in line with global peers and criteria.

S&P expects that Morgan Stanley will continue to hold capital and
liquidity in excess of similarly rated commercial bank peers.  S&P
believes Morgan Stanley's focus on investment banking lends more
volatility and risk to its business model compared with its
commercial banking peers, and comparative ratios need to reflect
this business risk.  S&P also believes that Morgan Stanley will
continue to derisk its portfolio and improve overall
profitability, most notably the wealth management and asset
management businesses.

Standard & Poor's first introduced the concept of extraordinary
support for the U.S. banks during the fourth quarter of 2008.  At
that time, S&P said that the support is temporary and S&P expects
the stand-alone credit profiles and issuer credit ratings to
converge, reflecting the progressively decreasing expectation of
government support as stability returns to the markets and
existing funding and capital support programs run off.

The outlook remains negative as S&P evaluates 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.


MOTOROLA INC: S&P Retains CreditWatch Positive on 'BB+' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB+' corporate
credit rating on Motorola Inc. is unchanged and remains on
CreditWatch Positive, where it was placed on Sept. 2, 2010.

"When Motorola effects its separation, expected on Jan. 4, 2011,"
said Standard & Poor's credit analyst Lucy Patricola, "S&P will
raise its corporate credit rating on the company to 'BBB' from
'BB+' and assign a stable outlook."  The higher rating will
incorporate S&P's view that the business risk profile of the new
Motorola Solutions is satisfactory, based on the stability of its
markets, the high priority of its public safety solutions, and the
high barriers to entry that protect its competitive position.  S&P
calculates that leverage at separation will be high for the
rating, with adjusted debt to EBITDA in the mid- to high-3x area,
but expects the company to reduce debt and debt-like obligations
by about $2.25 billion by the end of 2012.  S&P believes that
management is committed to deploying existing liquidity to reduce
funded debt or debt-like equivalents to meet a leverage target of
fully adjusted debt to EBITDA in the low-2x area within the next
two years.

"S&P will view the business profile of Solutions as satisfactory,"
added Ms. Patricola, "and it reflects stable industry
characteristics and very strong, leadership market shares in
standards-based private networking systems."  Offsetting
weaknesses consist of low growth prospects in many of the
company's markets, concern over municipal government budget
pressures, and technological evolution.


MOUNTAIN NATIONAL: Defers Payments on Trust Preferred Shares
------------------------------------------------------------
On Dec. 14, 2010, Mountain National Bancshares, Inc., exercised
its rights to defer regularly scheduled interest payments on all
of its issues of junior subordinated debentures having an
outstanding principal amount of $13 million, relating to
outstanding trust preferred securities.  Under the terms of the
trust documents associated with these debentures, the Company may
defer payments of interest for up to five years without default.

Based in Sevierville, Tenn., Mountain National Bancshares, Inc.,
is a bank holding company registered with the Board of Governors
of the Federal Reserve System under the Bank Holding Company Act
of 1956, as amended.  Mountain National provides a full range of
banking services through its banking subsidiary, Mountain National
Bank, with eight branches in Tennessee.

Following its most recent examination by the Office of the
Comptroller of the Currency in the first quarter of 2010, the Bank
has sought to further improve its strategic, capital and liquidity
planning, reviewed the results of a management study, further
improved its policies on recognition of non-accrual loans,
incorporated a historical loss rates migration analysis into its
quarterly determination of the allowance for loan losses and
further refined its credit policies and credit review process.
Although the Bank has instituted a number of improvements to its
practices in an effort to comply with the terms of the formal
written agreement, the OCC has recently advised the Bank that
because of its continuing high levels of problem assets and credit
administration weaknesses, it was likely that the Bank would be
subject to further formal enforcement action that would likely
contain among other provisions requirements similar to those
currently contained in the existing minimum capital commitment
that the Bank made to the OCC in connection with the Bank's
entering into the formal written agreement, requiring the Bank to
maintain a minimum Tier 1 capital to average assets ratio of 9%
and a minimum total capital to risk-weighted assets ratio of 13%.
As a result of such requirements being included in a formal
enforcement action, the Bank will be deemed not to be "well
capitalized" under the applicable federal banking regulations even
if the Bank's actual capital ratios exceed those required to be
considered "well capitalized' under the prompt corrective action
provisions of the Federal Deposit Insurance Corporation
Improvements Act or those that it is required to maintain in the
formal enforcement action. As a result, the Bank will be required
to seek approval of the FDIC before it can accept, renew or roll
over brokered deposits or pay interest on deposits above certain
federally established rates.

At Sept. 30, 2010, the bank holding company's balance sheet showed
$584 million in assets and 536 million in liabilities.


MOVIE GALLERY: Sells Video Library for $450,000
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Video Library business that belonged to
liquidated Movie Gallery Inc. is to be sold for $450,000 to E.T.
Video Inc.  The money will go to the first-lien lenders under the
liquidating Chapter 11 plan that was implemented on Nov. 18.
The Video Library business provides fixtures and products on
consignment to convenience store operators in rural areas.  The
assets included an inventory of 50,000 DVDs at 80 locations plus
intellectual property.

                       About Movie Gallery

Based in Wilsonville, Oregon, Movie Gallery, Inc., was the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 bankruptcy protection on
Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853).
Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors.
The Company emerged from bankruptcy on May 20, 2008, with private-
investment firms Sopris Capital Advisors LLC and Aspen Advisors
LLC as its principal owners.  William Kaye was appointed plan
administrator and litigation trustee.

Movie Gallery returned to Chapter 11 on February 3, 2009 (Bankr.
E.D. Va. Case No. 10-30696).  Attorneys at Sonnenschein Nath &
Rosenthal LLP and Kutak Rock LLP represent the Debtors in their
second restructuring effort.  Kurtzman Carson Consultants served
as claims and notice agent.


MY US LEGAL: $60 Mil. Lawsuit Prompts Bankruptcy Filing
-------------------------------------------------------
US Loan Auditors announced in its Web site, "Due to a recent order
by a Sacramento Judge, and new legislation that will become
effective January 1st, 2011 US Loan Auditors has had to close its
doors, and close down the business entirely.  Due to these changes
in legislation, US Loan Auditors will not reopen."

Sacramento Business Journal reported that US Loan Auditors filed
for Chapter 11 bankruptcy reorganization on Dec. 2 in Sacramento,
California.  The list of Chapter 11 cases filed with the U.S.
Bankruptcy Court for the Eastern District of California, however,
shows that only affiliate My US Legal Services, Inc., has filed
for Chapter 11.

Business Journal said that the filing came after a $60 million
lawsuit filed against US Loan Auditors and My US Legal Services in
October by Attorney General Jerry Brown.  The suit also targets
five people in the companies, including two attorneys.   The suit
seeks civil penalties, restitution for victims, and permanent
injunctions against the companies and the defendants.

The companies offered homeowners audits of their loans to find
grounds to file predatory lending lawsuits against lenders. Brown
called the business a scam.

My Us Legal Services, Inc., filed for Chapter 11 protection on
Dec. 2, 2010 (Bankr. E.D. Calif. Case No. 10-51750).  W. Austin
Cooper, Esq., represents the Debtor.  The Debtor estimated assets
of up to $50,000 and debts of $50,000 to $100,000 in its Chapter
11 petition.  A copy of the petition, together with a list of 20
largest unsecured creditors, is available for free at
http://bankrupt.com/misc/caeb10-51750.pdf


NELSON LEASING: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Nelson Leasing
        170 Shepard Avenue, #A
        Wheeling, IL 60090-6093

Bankruptcy Case No.: 10-55501

Chapter 11 Petition Date: December 16, 2010

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: Gerald F. Munitz, Esq.
                  BUTLER RUBIN SALTARELLI AND BOYD
                  70 W. Madison, Suite 1800
                  Chicago, IL 60602
                  Tel: (312) 696-4495
                  Fax: (312) 444-9294
                  E-mail: gmunitz@butlerrubin.com

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-55501.pdf

The petition was signed by Scott R. Nelson, partner.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                            Case No.   Petition Date
        ------                            --------   -------------
H.H. Holmes Testing Laboratories, Inc.    10-55500        12/16/10


NICOLAS MARSCH: Lennar and KBR Loan Will Fund Plan Payments
-----------------------------------------------------------
Lennar Corporation and Lennar Homes of California, Inc., submitted
to the U.S. Bankruptcy Court for the Southern District of
California a proposed Chapter 11 Plan and an explanatory
Disclosure Statement for Nicolas Marsch III, Briarwood Capital,
LLC, Colony Properties International, LLC, and Colony Properties
International II, LLC.

The Plan is also supported by KBR Group, LLC, KBR Opportunity Fund
I, LP and KBR Opportunity Fund II, LP, which has agreed with
Lennar to seek confirmation of the Plan.  The Plan Proponents are
among the most substantial creditors of the Debtors.

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

According to the Disclosure Statement, the Plan provides for
separate treatment for creditors against each of the Debtors'
estates based upon the assets of the particular estate.  The Plan
does not provide for substantive consolidation.

The Plan for the Briarwood and Marsch Estates provides that Lennar
will loan the estates an amount up to $750,000 which will be used
by a Plan Administrator, selected by the Plan Proponents, to pay
Allowed Administrative and Priority Claims against the estates and
to pursue assets that have either been hidden by Mr. Marsch and
Briarwood or transferred by the Debtors in transactions that can
be avoided under the Bankruptcy Code.  After repayment of the
Lennar Loan, proceeds collected for the benefit of the Marsch
estate will be distributed by the Plan Administrator to creditors
with Allowed Unsecured Claims against the Marsch estate so that
each creditor receives a pro rata share of the recoveries.  The
same is true for Briarwood-creditors with Allowed Unsecured Claims
against the Briarwood Estate will receive a pro rata share of
whatever assets the Plan Administrator receives for the benefit of
the Briarwood Estate, after the Plan Administrator has repaid the
Lennar Loan.

The Plan also provides that the Marsch estate will receive a
minimum of $450,000 on account of the MRP Claims (net of costs and
fees incurred by the Plan Administrator in pursuing the MRP
Claims) for distribution to creditors with Allowed unsecured
Claims against Marsch (Claims in Classes A-3 and A-4).  This
minimum amount is assured by the provisions of the Plan that
provide that if the Plan Administrator has not received at least
this sum by six months after the Effective Date, Lennar will
promptly pay any shortfall to the Plan Administrator for
distribution to creditors with Allowed Claims in Classes A-3 and
A-4.

The Plan with respect to Colony I and Colony II provides for the
payment in full of all Allowed Unsecured Claims.  KBR will loan
the Plan Administrator $150,000 on the same terms as the Lennar
Loan.  The Plan Administrator will use this loan to pay the costs
of administration and to make distributions to creditors with
Allowed Priority and Unsecured Claims against Colony I and Colony
II.

On account of its secured claims against Colony I and Colony II of
approximately $7 million, KBR I will retain its existing note and
existing security documents that encumber the real and personal
property owned by Colony I and Colony II and KBR will receive all
the equity in Reorganized Colony I and Reorganized Colony II.
Colony I and Colony II, as reorganized, will be discharged of all
claims except for the note owed to KBR I.

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

Lennar Corporation and Lennar Homes of California, Inc., are
represented by:

     Ben H. Logan, Esq.
     O'MELVENY & MYERS LLP
     400 South Hope Street
     Los Angeles, CA 90071
     Tel: (213) 430-6000
     Fax: (213) 430-6407

     Daniel M. Petrocelli, Esq.
     O'MELVENY & MYERS LLP
     1999 Avenue of the Stars, 7th Floor
     Los Angeles, CA 90067
     Tel: (310) 246-6850
     Fax: (310) 246-6679

     Christopher Celentino, Esq.
     DUANE MORRIS LLP
     101 West Broadway, Suite 900
     San Diego, CA 92101-8285
     Tel: (619) 744-2246
     Fax: (619) 744-2201

                         Plan Exclusivity

In a minute order for the hearing held October 4, 2010, Judge
Peter W. Bowie ruled on the Debtor's motion to extend exclusive
periods to file and solicit acceptances for the proposed plan of
reorganization as ?Off calendar. Motion withdrawn.?

             About Nicolas Marsch, Briarwood and Colony

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

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

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

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

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


NYC OFF-TRACK: Closure of Parlors Threatens Aqueduct Racetrack
--------------------------------------------------------------
The Wall Stret Journal's A.D. Pruitt reports that the closure of
New York City's Off Track Betting parlors has threatened the
survival of the Aqueduct Racetrack in Queens just as Malaysia's
Genting Bhd. has begun construction of the city's first legal
gambling parlor next door.

The Journal relates Genting obtained state approval to open a
413,000-square-foot gambling hall with 4,525 slot machines at the
116-year-old horse racing track because there was already gambling
at that location.  According to the Journal, the New York Racing
Association Inc., which owns the track, is projected to lose an
estimated $33 million in revenue next year from the closing of the
city's 54 OTB outlets this month, placing its ability to keep
Aqueduct open in doubt.

According to the Journal, the OTB closings "mean the racing
association loses its biggest revenue provider," said Bennett
Liebman, one of 25 trustees on the governing board of NYRA.  The
association eventually "could be in danger of closing" Aqueduct
and its two other thoroughbred race tracks unless other revenue
sources make up for this loss, he said.

The Journal relates Aqueduct may still survive because it will
benefit from the proceeds generated by the Genting operation.
NYRA will receive 7.5% in annual revenue from the casino, of
which, NYRA will use 4% for capital projects, 3% for operations
and 6.5% will go money paid out to owners of participating horses.

Aqueduct opened its doors in 1894 and is the second oldest
thoroughbred track behind Saratoga Race Course.

                           About NYC OTB

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 filed for bankruptcy under Chapter 9 of the Bankruptcy
Code on December 3, 2009 (Bankr. S.D.N.Y. Case No. 09-17121).  OTB
is represented by Richard Levin, Esq., at Cravath, Swaine & Moore
LLP., in New York, and Michael S. Fox, Esq., Herbert C. Ross,
Esq., David Y. Wolnerman, Esq., at Olshan Grundman Frome
Rosenzweig & Wolosky LLP in New York.

At September 30, 2009, NYC OTB had $18,468,147 in total assets
against $74,912,742 in total current liabilities, $6,982,887 in
long-term liabilities, and $201,020,000 in long-term post
employment benefits.


OAKMONT HOMES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Oakmont Homes, Inc.
        281 Germantown Bend Cove
        Cordova, TN 38018

Bankruptcy Case No.: 10-33758

Chapter 11 Petition Date: December 17, 2010

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

Judge: David S. Kennedy

Debtor's Counsel: Jonathan E. Scharff, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  E-mail: jscharff@harrisshelton.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/tnwb10-33758.pdf

The petition was signed by Brad Rainey, president.


PALM HARBOR: Court Approves Stock Trading Restrictions
------------------------------------------------------
To preserve the value of various tax attributes, the Honorable
Christopher S. Sontchi has approved certain notice and hearing
procedures applicable to any transaction involving 1,125,750 or
more shares of common stock (about 4.9% of outstanding shares as
of Aug. 10, 2010) issued by Palm Harbor Homes, Inc.  Copies of
relevant documents are available at
http://www.bmcgroup.com/palmharborhomes/at no charge.

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor sought Chapter 11 protection (Bankr. D. Del. Case
No. 10-13850), on Nov. 29, 2010, disclosing $321,263,000 in
total assets and $280,343,000 in total debts.

Affiliates Palm Harbor Albemarle, LLC (Bankr. D. Del. Case No.
10-13849), Palm Harbor Real Estate, LLC (Bankr. D. Del. Case
No. 10-13851), Palm Harbor GenPar, LLC (Bankr. D. Del. Case
No. 10-13852), Palm Harbor Manufacturing, LP (Bankr. D. Del.
Case No. 10-13853), and Nationwide Homes, Inc. (Bankr. D. Del.
Case No. 10-13854) filed separate Chapter 11 petitions.

The Debtors are represented by David W. Wirt, Esq., at Locke Lord
Bissell & Liddell LLP in Chicago, Ill., and Christopher A. Ward,
Esq., at Polsinelli Shughart PC in Wilmington, Del.  Brian Cejka
at Alvarez & Marsal is the Debtors' chief restructuring officer.
Raymond James And Associates, Inc., is the Debtors' investment
banker.  Alvarez & Marshal North America, LLC, is the Debtors'
financial advisor.  BMC Group, Inc., serves as the Debtors' claims
agent.


PALOMA CREEK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Paloma Creek Properties, Inc.
        3205 W. Alberta Road
        Edinburg, TX 78539

Bankruptcy Case No.: 10-70893

Chapter 11 Petition Date: December 16, 2010

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

Judge:  Richard S. Schmidt

Debtor's Counsel: Ellen C. Stone, Esq.
                  THE STONE LAW FIRM PC
                  4900 N. 10th St., Suite A2
                  McAllen, TX 78504
                  Tel: (956) 630-2822
                  Fax: (956) 631-0742
                  E-mail: ignmca@ellenstonelaw.com

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

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

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

The petition was signed by Arabella Avila, president.


PARMALAT S.P.A.: Calisto Tanzi Gets 18 Years for Role in Collapse
-----------------------------------------------------------------
Calisto Tanzi, 72, has been sentenced to 18 years in prison for
his role in the collapse of the European dairy giant, Parmalat
S.p.A.

Mr. Tanzi, Parmalat's founder and former chief executive officer,
was convicted on December 9, 2010, of criminal association and
fraudulent bankruptcy, BBC News reported.

Parmalat's former chief financial officer, Fausto Tonna, was
sentenced to 14 years in prison, and Mr. Tanzi's brother,
Giovanni, to 10 years and seven months.  Thirteen other former
Parmalat executives were found guilty, while two were cleared of
the charges, according to Reuters.

The Court in Parma, Italy, directed the former Parmalat executives
to pay the company EUR2 billion and reimburse thousands of
defrauded investors, BBC News said.

The Parma Court also directed those convicted to pay creditors 5%
of the nominal value of the shares or bonds that they had bought
in Parmalat, according to a report from The Wall Street Journal.

Parma prosecutors have previously demanded a 20-year-sentence for
Mr. Tanzi in his fraud trial.

Although sentenced to 10 years in a separate market-rigging trial
in Milan nearly two years ago, Mr. Tanzi continues to live in his
estate near Parma.  According to reports, it is rare in Italy for
people to serve jail time at an advanced age.

Mr. Tanzi has always maintained his innocence and will appeal the
conviction, said his counsel, Giampiero Biancolella, Esq., the
Associated Press reported.

"This sentence isn't the final word," Mr. Biancolella is quoted by
AP as saying in a telephone interview, and noting that other cases
are still under way targeting the banks that sold Parmalat
investors the bad bonds.

"I believe [this sentence] is right, since these people have
caused much pain and despair to many people.  And it's right for
them to pay for it," a representative of the investors told an
Italian television, BBC News reported.

Parmalat filed for bankruptcy in December 2003 after information
emerged that a decade-long fraud had left the maker of long-
life milk, yogurts and juice saddled with EUR4 billion, or
US$18.57 billion, in debt.  The savings of thousands of
bondholders around the world were wiped out, The Wall Street
Journal said.

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that can
be stored at room temperature for months.  It also has about 40
brand product lines, which include yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.

The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than USUS$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PARMALAT S.P.A.: Creditors Convert Warrants for 60,932 Shares
-------------------------------------------------------------
Parmalat S.p.A. communicated November 23 that, following the
allocation of shares to creditors of the Parmalat Group, the
subscribed and fully paid up share capital has now been increased
by 60,932 euros to 1,732,867,403 euros from 1,732,806,471 euros.
The share capital increase is due to the exercise of 60,932
warrant.

    [The latest status of the share allotment is]:

    -- 8,217,604 shares representing approximately 0.5% of the
       share capital are still in a deposit account c/o Parmalat
       S.p.A., of which:

       * 6,030,154 or 0.4% of the share capital, registered in
         the name of individually identified commercial
         creditors, are still deposited in the intermediary
         account of Parmalat S.p.A. centrally managed by Monte
         Titoli (compared with 6,275,327 shares as at
         October 28, 2010);

       * 2,187,450 or 0.1% of the share capital registered in
         the name of the Foundation -- Fondazione Creditori
         Parmalat -- of which:

          (i) 120,000 shares representing the initial share
              capital of Parmalat S.p.A. (unchanged);

         (ii) 2,067,450 or 0.1% of the share capital that
              pertain to currently undisclosed creditors
              (compared with 2,035,099 shares as at October 28,
              2010).

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that can
be stored at room temperature for months.  It also has about 40
brand product lines, which include yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.

The Company's U.S. operations filed for Chapter 11 protection
on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, represent the Debtors.  When the U.S. Debtors
filed for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged
from bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PARMALAT S.P.A.: Inks EUR7.4 Mil. Settlement With UGF Banca
-----------------------------------------------------------
Parmalat SpA communicates that a settlement has been agreed to
with UGF Banca SpA (formerly, Unipol Banca SpA) respecting to the
claims related to the pre-insolvency period of Parmalat Group.  In
consideration of the agreement, UGF Banca has paid to Parmalat SpA
an amount of 7,358,000 Euros and a contribution to the legal fees.
Parmalat withdraws all claims and actions vis-a-vis UGF Banca.

As part of the settlement, UGF has waived the right to file proof
of claim in reference to the amount paid against the companies in
Extraordinary Administration, part of the "Concordato."

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that can
be stored at room temperature for months.  It also has about 40
brand product lines, which include yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.

The Company's U.S. operations filed for Chapter 11 protection
on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, represent the Debtors.  When the U.S. Debtors
filed for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged
from bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PARMALAT S.P.A.: Lead Plaintiffs Want to Distribute Fund
--------------------------------------------------------
Lead Plaintiffs Hermes Focus Asset Management Europe Limited,
Cattolica Partecipazioni, S.p.A., Capital & Finance Asset
Management, Societe Moderne des Terrassements Parisiens and
Solotrat ask the U.S. District Court for the Southern District of
New York to approve their plan for distribution of the Net
Settlement Fund.

To recall, Lead Plaintiffs Hermes Focus Asset Management Europe,
Ltd., Hermes European Focus Fund I, Hermes European Focus Fund II,
Hermes European Focus Fund III, Cattolica Partecipazioni, S.p.A.,
Capital & Finance Asset Management S.A., Societe Moderne des
Terrassements Parisiens and Solotrat, on behalf of the Class
Members, entered into separate settlements with Banca Nazionale
del Lavoro S.p.A.; Credit Suisse Group, Credit Suisse, Credit
Suisse International, and Credit Suisse Securities (Europe)
Limited; Parmalat S.p.A., and Dr. Enrico Bondi; Dianthus S.p.A.,
Deloitte & Touche S.p.A., Deloitte Touche Tohmatsu; and Grant
Thornton International and Grant Thornton International Limited.

Grant & Eisenhofer P.A. and Cohen, Milstein, Sellers & Toll
P.L.L.C. serve as the Lead Counsel to the Plaintiffs, while Epiq
Class Actions & Claims Solutions, Inc., serves as Claims
Administrator.

If approved, the order will, inter alia:

  (a) adopt the administrative recommendation of Epiq to accept
      the claims where valid proofs of claim were filed, and
      authorize a distribution to the Authorized Claimants of
      the Net Settlement Fund;

  (b) authorize Epiq to accept otherwise eligible claims that
      were submitted after the initial submission deadlines;

  (c) authorize Epiq to accept otherwise eligible claims whose
      only defect was the failure to produce documentation of
      the holdings on the last day of the Class Period;

  (d) adopt the administrative recommendation of Epiq to reject
      wholly ineligible or otherwise deficient proofs of claim;

  (e) approve Epiq's determinations rejecting or accepting
      certain claims as to which judicial review of the
      rejection of the claims has been requested;

  (f) direct Epiq to distribute to Authorized Claimants, in
      proportion to their Recognized Loss Claim amounts, the
      available balance of the Net Settlement Fund;

  (g) direct that, in order to allow a final distribution of any
      balance that may remain in the Net Settlement Fund after
      the Distribution, whether by reason of returned funds, tax
      refunds, interest, uncashed checks, or otherwise:

      * if determined by Co-Lead Counsel and Epiq to be cost
        effective, not less than one year after the Distribution
        is conducted, a further distribution from the Net
        Settlement Fund will be conducted, pursuant to which all
        funds from undeliverable, uncashed, or returned checks,
        and after payment of any unpaid costs or fees incurred
        or to be incurred in connection with administering the
        Net Settlement Fund, will be distributed to Authorized
        Claimants, who cashed their Distribution checks and who
        would receive at least $20 in further distribution based
        on their Recognized Claims; and

      * whether or not that further redistribution is made, the
        balance of the Net Settlement Fund, after the
        Distributions to Authorized Claimants and payment of any
        unpaid costs or fees incurred in connection with
        administering the Net Settlement Fund, will be donated
        to non-sectarian, not-for-profit, organizations under
        Section 501(c)(3) of the Internal Revenue Code
        designated at that time by Co-Lead Counsel;

  (h) approve payment to Epiq out of the Net Settlement Fund of
      the remaining balance of its fees and expenses in
      connection with its administration of the Settlement, and
      also approve payment of Epiq's future incurred Settlement
      administration related fees and expenses invoiced monthly,
      subject to the review and approval of the invoices by Co-
      Lead Counsel;

  (i) authorize the destruction of the paper copies of the
      proofs of claim and all supporting documentation one year
      after distribution of the Net Settlement Fund, and the
      destruction of electronic copies of the same three years
      after distribution of the Net Settlement Fund; and

  (j) retain jurisdiction to consider any further applications
      concerning the administration of the Settlement.

Nicole Hamann, Epiq's vice president, submitted a declaration in
support of the Lead Plaintiffs' request.

Ms. Hamann discloses that as of November 8, 2010, Epiq has
received a total of 21,298 Proofs of Claim.  She relates that as a
result of its claims handling process, Epiq has approved 11,142
Proofs of Claim and designated them "ALLOWED" or "PARTIAL."

Epiq has provisionally approved 1,514 valid claims with no end
holding data and 259 valid late claims.  The remaining 8,383
Proofs of Claim were rejected because, among other things, the
claims were invalid or deficient.  The breakdown of the status of
the total number of Proofs of Claim received is:

    Claim Status                   No. of Claims
    ------------                   -------------
    Allowed/Partial                    11,142
    Allowed W/ No End Holding Data      1,514
    Allowed Late Claims                   259
    Rejected Late Claims                  116
    Invalid Rejected Claim                672
    Invalid No Recognized Loss          2,632
    Duplicate                           4,963
                                       ------
                     Total             21,298

The results are typical for a complex class action administration
of this size, Ms. Hamann says.

Ms. Hamann also reveals that as of October 31, 2010, Epiq has
incurred a total of:

  -- $209,203 in fees and expenses administering the settlement
     reached with BNL and Credit Suisse, of which $209,203 has
     been paid and $0 remains outstanding;

  -- $1,476,630 in fees and expenses administering the
     settlement reached with New Parmalat, of which $1,141,658
     has been paid and $334,972 remains outstanding; and

  -- $143,036 in fees and expenses administering the settlement
     reached with Auditors Deloitte and Grant Thornton, of which
     $67,612 has been paid and $75,424 remains outstanding.

Pursuant to an agreement reached between Plaintiffs' Lead Counsel
and New Parmalat, New Parmalat is responsible for paying certain
fees and expenses incurred from the administration of the New
Parmalat Settlement up to 1 million euro.  To date, New Parmalat
has satisfied this obligation by making payments totaling
$1,429,930 towards the cost of the administration.  After applying
New Parmalat's payment to Epiq's charges in the New Parmalat
settlement, Epiq is owed a balance of $36,108 in fees and expenses
administering the New Parmalat settlement.

Since November 1, 2010, Epiq has incurred, and will continue to
incur, administrative expenses through the termination of the Net
Settlement Fund, Ms. Hamann notes.

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that can
be stored at room temperature for months.  It also has about 40
brand product lines, which include yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.

The Company's U.S. operations filed for Chapter 11 protection
on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, represent the Debtors.  When the U.S. Debtors
filed for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged
from bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PILGRIM'S PRIDE: Judge Lynn Rules on Chicken Growers' Claims
------------------------------------------------------------
Pilgrim's Pride Corporation and its debtor-affiliates ask the
Bankruptcy Court to grant summary judgment as to 107 separate
claims filed by individual chicken growers.  With the exception of
the claims by Leonard and Stephanie Busby, the facts giving rise
to each of the other 106 claims are substantially identical.

The Debtors also ask the Court to grant summary judgment as to the
claim of KP's Livehaul, Inc.  Many of the facts that form the
basis for the Livehaul Motion are substantially similar to those
that form the basis for the Grower Motions.

The Debtors have argued that the Bankruptcy Court should follow
United States District Judge Terry R. Means' decision in City of
Clinton, while the Claimants argued that the Bankruptcy Court
should follow the Arkansas Supreme Court's decision in Tyson
Foods, Inc. v. Davis, 66 S.W.3d 568 (Ark. 2002).  The Bankruptcy
Court concludes that not only should it follow City of Clinton as
it would a binding precedent, but that City of Clinton is, in
fact, law of the case.  Moreover, the Bankruptcy Court finds City
of Clinton to be a well-reasoned, correct analysis.

According to Bankruptcy Judge Dennis Michael Lynn, "Though City of
Clinton is arguably not binding precedent, the court will follow
it because the court concludes that it is law of the case in these
bankruptcy cases and that it was correctly decided.  Even in the
absence of City of Clinton, the court would have determined that
summary judgment must be granted as to the Clinton Growers.  The
court, therefore, grants the Merger Motion -- however, the Busbys
are not among the Clinton Growers as that term is defined herein
and the Merger Motion is overruled as to them.  Because the court
is granting the Merger Motion, the remaining Grower Motions are
moot."

The City of Clinton adversary proceeding was filed in the
Bankruptcy Court in connection with the Debtors' bankruptcy cases.
Judge Means, on the Bankruptcy Court's recommendation, withdrew
the reference as to the adversary proceeding and adjudicated the
matter.  The Claimants were not parties to the City of Clinton
proceeding, though the facts of City of Clinton are substantially
similar to those presented by the Summary Judgment Motions, and,
though posed as an adversary proceeding, the decision in City of
Clinton also effected disallowance of claims based on facts and
legal theories virtually the same as Claimants'.

Because there is a question of material fact regarding the
duration of the Livehaul Contract itself, summary judgment is
inappropriate for Livehaul's claim if it is based on a theory
other than promissory estoppel.  Otherwise, the Livehaul Motion is
granted.  Counsel for Debtors is instructed to submit a judgment
consistent with this memorandum opinion.

The Busbys, on the other hand, did not have a contract with
Debtors and may, therefore, maintain a cause of action against
Debtors under the theory of promissory estoppel.

A copy of Judge Lynn's December 15, 2010 Memorandum Opinion is
available at http://is.gd/j3zHUfrom Leagle.com.

                       About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is
one of the largest chicken companies in the United States, Mexico
and Puerto Rico.  The Company's fresh chicken retail line is sold
throughout the US, throughout Puerto Rico, and in the northern and
central regions of Mexico.  The Company exports commodity chicken
products to 90 countries.  The Company operates feed mills,
hatcheries, processing plants and distribution centers in 15 U.S.
states, Puerto Rico and Mexico.

Pilgrim's Pride and six of its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code on
December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664).  The
Company's subsidiaries in Mexico and certain subsidiaries in the
United States were not included in the filing and operated outside
of the Chapter 11 process.

Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy
counsel.  Lazard Freres & Co., LLC, was the Company's investment
bankers.  Kurtzman Carson Consulting LLC served as claims and
notice agent.  Kelly Hart and Brown Rudnick represented the
official equity committee.  Attorneys at Andrews Kurth LLP
represented the official committee of unsecured creditors.

On December 10, 2009, the Bankruptcy Court confirmed the Joint
Plan of Reorganization filed by the Debtors.  The Plan was
premised on the sale of the business to JBS SA.  Under the Plan,
creditors are paid in full.  Existing owners retained 34% of the
equity.  The Company emerged from its Chapter 11 bankruptcy
proceedings on December 28, 2009.


PIKESVILLE PROPERTIES: Case Summary & Creditors List
----------------------------------------------------
Debtor: Pikesville Properties, LLC
        6609-6615 Reisterstown Road
        Baltimore, MD 21215

Bankruptcy Case No.: 10-38312

Chapter 11 Petition Date: December 17, 2010

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

Judge: Robert A. Gordon

Debtor's Counsel: J. Michael Broumas, Esq.
                  BROUMAS LAW GROUP
                  8370 Court Avenue, Suite 203
                  Ellicott City, MD 21043
                  Tel: (410) 523-8100
                  Fax: (443) 836-9163
                  E-mail: michael@broumas.com

Scheduled Assets: $2,500,200

Scheduled Debts: $1,465,000

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-38312.pdf

The petition was signed by Michael Korangy, managing member.


RANCHER ENERGY: Plan Backed by BWAB's $12-Mil. Investment
---------------------------------------------------------
In a regulatory filing Wednesday, Rancher Energy Corporation
discloses that on December 13, 2010, the Company filed with the
U.S. Bankruptcy Court for the District of Colorado a proposed
First Amended Plan of Reorganization.

According to the disclosure statement simultaneously filed with
the First Amended Plan, in exchange for a $12 million
investment, plus a commitment to pay up to $600,000 for allowed
unsecured claims and up to $400,000 for allowed administrative
claims, BWAB Oil & Gas, Investments, LLC, would be issued
12 million shares of a proposed Class A Convertible Preferred
Stock, to be designated by the Company.

The $11.8 million of the proposed BWAB investment would be used to
pay the secured debt of GasRock Capital Partners, LLC.  The
remaining funds from the proposed BWAB investment, along with
proceeds from a new credit facility to be arranged by BWAB would
be used to pay unsecured creditors, bankruptcy administrative
expenses and to be used for development and working capital by
the Company.

Shareholder Interests, consisting of all common stock Interests in
the Debtor as of the date that is 20 days after the Effective Date
of the Plan, and the holders of any Allowed Claims subject to
subordination under Section 510(b) of the Code will receive 1 new
share in Rancher for every 15 shares currently held, thus
effectuating a 15 for 1 reverse stock split.

Holders of Warrants will be canceled and each Claimant will
receive shares of the Debtor's common stock based on this formula:
one share of pre-reverse split common stock for every 25 shares of
pre-reverse split common stock to which said Claimant would be
otherwise entitled upon exercise of the warrants, divided by the
Reverse Split Ratio.

                    About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  The Company operates four fields in the
Powder River Basin, Wyoming, which is located in the Rocky
Mountain region of the United States.

The Company was formerly known as Metalex Resources, Inc. and
changed its name to Rancher Energy Corp. in 2006.   Rancher Energy
Corp. was incorporated in the State of Nevada on February 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  In its petition, the Company
estimated assets and debts of between $10 million and $50 million
each.

The Company's balance sheet at September 30, 2010, showed
$18.19 million in total assets, $17.00 million in total
liabilities, and stockholders' equity of $1.19 million.


RAVINDER BHATIA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Ravinder K. Bhatia
                 aka Ravi Bhatia
                     Ravindra Bhatia
               Johanna Arias Bhatia
                 aka Johanna Arias
               727 N. Alta Vista
               Los Angeles, CA 90046

Bankruptcy Case No.: 10-63882

Chapter 11 Petition Date: December 17, 2010

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

Judge: Richard M. Neiter

Debtors' Counsel: Leonard Pena, Esq.
                  PENA & SOMA, APC
                  555 W. Fifth Street, 31st Floor
                  Los Angeles, CA 90013
                  Tel: (213) 996-8336
                  E-mail: lpena@penalaw.com

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

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-63882.pdf


RAYMOND CASSIDAY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Raymond L. Cassiday
               Francine M. Cassiday
               7921 Beaver Mountain Ave.
               Las Vegas, NV 89131

Bankruptcy Case No.: 10-33422

Chapter 11 Petition Date: December 16, 2010

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

Judge: Linda B. Riegle

Debtor's Counsel: Steven L. Yarmy, Esq.
                  1500 E. Tropicana Ave., Ste 103
                  Las Vegas, NV 89119
                  Tel: (702) 586-3513
                  Fax: (702) 586-3690
                  E-mail: sly@stevenyarmylaw.com

Scheduled Assets: $439,500

Scheduled Debts: $1,482,669

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-33422.pdf


RESOURCE TECHNOLOGY: Dist. Ct. Affirms Denial of Roti Admin. Claim
------------------------------------------------------------------
District Judge Matthew F. Kennelly affirms a bankruptcy court
order denying Samuel J. Roti's administrative claim against the
Chapter 7 bankruptcy estate of Resource Technology Corporation.
Mr. Roti seeks compensation for losses sustained due to the
migration of landfill gas onto his hotel property.

Samuel J. Roti, v. Congress Development Co., Case No. 10-CV-3173
(N.D. Ill.).  A copy of Judge Kennelly's December 10, 2010
Memorandum Opinion and Order is available at http://is.gd/j36Jm
from Leagle.com.

Resource Technology Corporation was in the business of collecting
gas emitted from garbage landfills and either selling it or
converting it into electricity.  RTC had contracts with the owners
of several Illinois landfills that gave it the exclusive right to
develop and install gas-to-energy conversion projects at the
landfills.  By 1999 the company became the subject of an
involuntary Chapter 7 petition. For a time during the course of
the lengthy bankruptcy proceedings, RTC's case proceeded under
Chapter 11 as a reorganization, but as the prospects for RTC's
recovery grew increasingly dim, the bankruptcy court converted the
case back into a Chapter 7 proceeding.  The bankruptcy court
appointed a Chapter 11 trustee in 2003.  On September 21, 2005,
the bankruptcy court converted the case to a Chapter 7 proceeding
and appointed a Chapter 7 trustee.


RICE & SONS: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Rice & Sons Land Company, Inc.
        815 Exocet Drive, Suite 107
        Cordova, TN 38018-2257

Bankruptcy Case No.: 10-19052

Chapter 11 Petition Date: December 16, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Debtor's Counsel: Frederick S. Wetzel, Esq.
                  FREDERICK S. WETZEL, P.A.
                  200 North State Street, Suite 200
                  Little Rock, AR 72201
                  Tel: (501) 663-0535
                  E-mail: frederickwetzel@sbcglobal.net

Scheduled Assets: $2,098,023

Scheduled Debts: $1,642,920

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/areb10-19052.pdf

The petition was signed by Richard K. Rice, president.


ROTHSTEIN ROSENFELDT: Court Rules on Trustee's Suit v. Adler
------------------------------------------------------------
Herbert Stettin, Chapter 11 Trustee, v. Russell Adler and Katie
Adler, Adv. Pro. No. 10-02612 (Bankr. S.D. Fla.), asserts 10
counts against the Defendants, some against Russell Adler,
individually, and the remainder, jointly against Mr. Adler and his
wife, Katie Adler.  The first six counts are to avoid alleged
fraudulent transfers, the seventh alleges breach of fiduciary duty
against Mr. Adler, the eighth count seeks payment from the
Defendants on a promissory note, and counts nine and ten are
prayers for a constructive trust or the imposition of an equitable
lien against a New York cooperative apartment owned by the
Defendants.  On June 18, 2010, the Defendants filed their Answer
and Affirmative Defenses, admitting to receiving compensation and
various loans from the Debtor within the relevant statutory time
periods.  The Plaintiff seeks summary judgment on Counts I and III
of his Amended Complaint alleging that certain transfers of RRA,
and money received by Mr. Adler and the Defendants collectively,
were intentionally made by RRA to hinder, delay or defraud its
creditors and are, thus, avoidable pursuant to the "actual" fraud
provisions found in 11 U.S.C. Sec. 548(a)(1)(A) and the Florida
counterpart, section 726.105(a)(1), Florida Statutes, made
applicable to the adversary proceeding pursuant to 11 U.S.C. Sec.
544.

Judge Raymond B. Ray rules there are no genuine issues of material
fact regarding the Plaintiff's prima facie case on Counts I and
III of the Amended Complaint.  Accordingly, the only requirement
that the Trustee needs to establish is that the transfer was made
by RRA with actual intent to hinder, delay, or defraud any current
or future creditor of RRA.  The Court finds that RRA was involved
and intertwined with the Ponzi and that the Transfers made to the
Defendants were made with the actual intent to hinder, delay or
defraud the current and future creditors of RRA.

Judge Ray finds that the Plaintiff's Motion is granted.  The
Defendant's Cross Motion for Summary Judgment is denied.  Judgment
is entered in favor of the Plaintiff on Counts I and III of the
Amended Complaint.  The Transfers, as defined in the Amended
Complaint, are all subject to avoidance pursuant to 11 U.S.C. Sec.
548(a)(1)(A) and section 726.105, Florida Statutes.

A copy of the Court's December 14, 2010 Order is available at
http://is.gd/j3ECOfrom Leagle.com.

                     About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA, has been suspected of running a $1.2 billion Ponzi scheme.
U.S. authorities claimed in a civil forfeiture lawsuit filed
November 9, 2009, that Mr. Rothstein, the firm's former chief
executive officer, sold investments in non-existent legal
settlements.  Mr. Rothstein pleaded guilty to five counts of
conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


RUBEN HINOJOSA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Ruben E. Hinojosa
        6700 Melrose Dr
        Mclean, VA 22101

Bankruptcy Case No.: 10-70900

Chapter 11 Petition Date: December 18, 2010

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

Judge: Richard S. Schmidt

Debtor's Counsel: Eduardo V. Rodriguez, Esq.
                  MALAISE LAW FIRM
                  1265 N Expressway 83
                  Brownsville, TX 78521
                  Tel: (956) 547-9638
                  Fax: (956) 547-9630
                  E-mail: igotnoticesbv@malaiselawfirm.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.


SAINT VINCENTS: Saudi King Wants to Build Mosque at Site
--------------------------------------------------------
Brad Hamilton and Joseph Goldstein, writing for The New York Post,
report that Dudley Gaffin, Esq., a Manhattan lawyer with ties to
the Saudi royal family, said King Abdullah of Saudi Arabia might
want to buy shuttered St. Vincent's Medical Center and transfer
the Ground Zero mosque to a new Islamic cultural center he would
build on a plot at the site, according to sources who have heard
Mr. Gaffin's pitch.

According to the NY Post, the sources said the king, worth more
than $20 billion, would also save the hospital, reopening most of
the units that closed when St. Vincent's filed for bankruptcy on
April 14.  The NY Post relates sources said Mr. Gaffin, who heads
his own firm in lower Manhattan, is floating the idea to gauge
what the reaction might be -- and to ready a bid to rival the
Rudin Organization, which is trying to snap up St. Vincent's in
bankruptcy court with an eye on tearing down six hospital
buildings for luxury housing.

According to the NY Post, sources said Gaffin claimed to have
broached the topic with Mayor Bloomberg and City Council Speaker
Christine Quinn, but reps for both denied it.

                      About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SALLY BISHOP: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sally Ann Bishop
        fka Sally Ann Cozzetto
        15518 NW 23rd Court
        Vancouver, WA 98685

Bankruptcy Case No.: 10-50310

Chapter 11 Petition Date: December 16, 2010

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

Judge: Paul B. Snyder

Debtor's Counsel: Richard S. Ross, Esq.
                  LAW OFFICE OF RICHARD S ROSS
                  1610 Columbia St
                  Vancouver, WA 98660
                  Tel: (360) 699-1400
                  E-mail: ecf@resolvedebt.net

Scheduled Assets:$601,859

Scheduled Debts: $2,015,341

A list of the Debtor's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-50310.pdf


SBPM HOLDINGS: Court Permits Wells Fargo to Foreclose
-----------------------------------------------------
Bankruptcy Judge Letitia Z. Paul grants the request of Wells Fargo
Bank, N.A., as Trustee for the registered holders of Series CD
2007-CD4 Commercial Mortgage Pass-Through Certificates, to lift
the automatic stay to permit the bank to foreclose on the property
of SBPM Holdings, Inc.

SBPM Holdings, Inc., filed a voluntary Chapter 11 petition (Bankr.
S.D. Tex. Case No. 10-80310) on May 27, 2010.  SBPM Holdings is a
single asset real estate debtor.  It owned an office building
located at 13850 Gulf Freeway, Houston, Texas.

A copy of Judge Paul's December 2, 2010 Memorandum Opinion is
available at http://is.gd/j3Uevfrom Leagle.com.



SIR-TECH SOFTWARE: N.Y. Sup. Ct. Affirms Ruling Against Sirotek
---------------------------------------------------------------
(tope)
Andrew Greenberg, Inc., Respondent, v. Sirtech Canada, Ltd., et
al., Defendants, and Frederick Sirotek, Appellant, No. 509828
(N.Y. Sup. Ct.), involves an appeal from denial of a motion by Mr.
Sirotek for summary judgment dismissing the sole remaining claim
against him -- sounding in trade secret misappropriation -- on the
ground that Supreme Court lacks personal jurisdiction over him.

Plaintiff entered into a 1981 agreement with Sir-Tech Software,
Inc. granting Sir-Tech the exclusive right to manufacture and
market a computer game created by plaintiff and known as
"Wizardry."  The agreement, which was signed by Mr. Sirotek as
president of Sir-Tech, also prohibited the disclosure of any
Wizardry product information without plaintiff's consent.
Plaintiff commenced the first of these actions in 1992, after Sir-
Tech ceased paying it royalties under the agreement, and
subsequently added two Canadian successor corporations as
defendants after discovering that Sir-Tech had transferred its
assets to those corporations in 1998.  In 2001, plaintiff
commenced the second of these actions against the principals and
officers of the corporate defendants -- Mr. Sirotek and his two
sons, defendants Robert Sirotek and Norman Sirotek -- alleging
that they had disclosed trade secrets to the Canadian successor
corporations.

Mr. Sirotek's original 2003 motion to dismiss the complaint
against him for lack of personal jurisdiction was continued by
Supreme Court, pending additional discovery.  The Court of Appeals
ultimately held that the motion of the Canadian corporate
defendants to dismiss for lack of personal jurisdiction must be
denied under Civil Practice Law Rules (New York) 302 (a) (1)
(Andrew Greenberg, Inc. v Sir-Tech Software, 4 NY3d at 191).  The
Court rejected the individual defendants' assertion that
plaintiff's claim for trade secret misappropriation was either
settled and released pursuant to a settlement agreement entered in
the chapter 11 bankruptcy proceeding of Sir-Tech, or barred by the
statute of limitations (Andrew Greenberg, Inc. v Svane, Inc., 36
AD3d at 1096-1098).  In 2009, Mr. Sirotek, who lives in Canada,
sought summary judgment dismissing the remaining trade secret
misappropriation claim on the ground that Supreme Court lacks
personal jurisdiction over him.  Supreme Court denied the motion,
prompting the appeal.

The Appellate Division of the Supreme Court of New York, Third
Department, affirmed the ruling against Mr. Sirotek, pointing out
that he both voluntarily participated in Sir-Tech's federal
bankruptcy proceeding to resolve a state law claim raised by
plaintiff and attempted to rely upon that settlement, which he
signed, to obtain dismissal of plaintiff's remaining claims
against him in this action  Use of the New York courts is a
traditional justification for the exercise of personal
jurisdiction over a nonresident.

A copy of the Appellate Division's December 16, 2010 Memorandum
and Order is available at http://is.gd/j3jnnfrom Leagle.com.

Sir-Tech Software, Inc., operated a computer software business for
the purpose of selling and licensing computer games to domestic
and foreign companies.  Sir-Tech Software filed a voluntary
petition for Chapter 11 relief (Bankr. N.D.N.Y. Case No. 01-16683)
on October 25, 2001.  Stephen A. Donato, Esq., and Camille W.
Hill, Esq., at Hancock & Estabrook, LLP, in Syracuse, New York,
represented the Debtor.  By Order dated July 24, 2003, the case
was voluntarily converted from Chapter 11 to Chapter 7.  Paul A.
Levine, Esq., at Lemery Greisler LLC, was appointed as Chapter 7.


SOVRAN SELF: Fitch Assigns Preferred Stock Rating at 'BB'
---------------------------------------------------------
Fitch Ratings has affirmed these ratings for Sovran Self Storage,
Inc. and Sovran Acquisition Limited Partnership:

Sovran Self Storage, Inc.

  -- Issuer Default Rating at 'BBB-';

  -- $125 million senior unsecured revolving credit facility at
     'BBB-';

  -- $150 million senior unsecured term loan at 'BBB-';

  -- $250 million senior unsecured term notes at 'BBB-'.

Sovran Acquisition Limited Partnership (as co-borrower)

  -- IDR at 'BBB-';

  -- $125 million senior unsecured revolving credit facility at
     'BBB-';

  -- $150 million senior unsecured term loan at 'BBB-';

  -- $250 million senior unsecured term notes at 'BBB-'.

Fitch also assigned a 'BB' indicative preferred stock rating for
Sovran Self Storage, Inc.

The Rating Outlook is Stable.

The affirmation of Sovran's ratings reflects that although the
company has faced a difficult operating environment since late
2008, its credit profile remains consistent with the 'BBB-'
rating.  The company's credit strengths include strong
unencumbered asset coverage of unsecured debt and solid leverage
and fixed charge coverage metrics.  Credit concerns include a
liquidity coverage ratio below 1.0 times, geographic
concentration, and limited demonstrated access to the capital
markets.  The Stable Outlook centers on the expected consistency
of Sovran's credit ratios over the near term and expectations for
a stabilized operating environment; however, the company's small
size and geographic concentration limits positive momentum to the
company's rating.

Same-store NOI declines year-over-year have been moderating with a
decline of 1.7% in the second quarter of 2010 (2Q'10) and a
decline of only 0.4% in 3Q'10.  Occupancy also is improving; the
portfolio had a weighted average occupancy of 82.6% in 3Q'10
compared with 80.1% during 2009.  The short-term nature of leases
on Sovran's self storage facilities allows the company to move
quickly as demand changes through modifying pricing and
incentives.

Sovran has an unencumbered property pool that generated
approximately $105 million of NOI, calculated by annualizing the
trailing six months ended Sept. 30, 2010.  Unencumbered asset
value -- calculated as unencumbered NOI divided by a
capitalization rate of 8.5% -- divided by unsecured debt was 3.1x,
indicating strong contingent liquidity and protection to unsecured
bondholders.

Sovran has a concentrated debt maturity schedule.  While secured
debt maturities are limited, the company does have significant
maturities of nearly $200 million in 2012, principally due to a
$150 million term note maturity and a secured loan backed by 27
self-storage facilities.  While Sovran may choose to access either
the private or public unsecured debt capital markets to refinance
its maturing notes, to date the company has only issued privately
placed notes.

The company's fixed charge coverage ratio (defined as recurring
operating EBITDA less recurring capital expenditures divided by
total interest incurred, excluding the swap termination fee paid
in the fourth quarter of 2009) was 2.8x for the trailing 12 months
ended Sept. 30, 2010, compared with 2.3x in 2009 and 2.3x in 2008.
Fitch anticipates that over the next 12-24 months, low single
digit same-store NOI growth will result in fixed charge coverage
of approximately 3.0x, absent significant deleveraging
transactions.

Sovran's leverage, measured as net debt to recurring operating
EBITDA for the 12 months ended Sept. 30, 2010, remains strong for
the 'BBB-' IDR at 4.4x, compared with 4.5x and 5.6x as of Dec. 31,
2009 and 2008, respectively.  Fitch projects that leverage will
likely remain between 4.0x and 4.5x by year-end 2011 principally
due to retained cash from operations used to pay down borrowings.

Although the company operates in 22 states, approximately 40% of
Sovran's revenues are derived from Texas and Florida.  The
concentration in these two states with generally volatile weather
patterns constitutes a credit concern.

The company's sources of liquidity (unrestricted cash,
availability under the unsecured revolving credit facility reduced
by one-third in considering the 2012 maturity, projected retained
cash flows from operating activities after dividends and
distributions) divided by uses of liquidity (pro rata debt
maturities and projected recurring capital expenditures) result
in a liquidity coverage ratio of 0.5x for Oct.  1, 2010 through
Dec. 31, 2012.  This liquidity ratio is driven by a conservative
reduction in the commitment size of the line of credit and the
2012 unsecured note maturity.  However, the company's liquidity
ratio would be 0.9x if the commitment size of the unsecured line
of credit was unchanged and Sovran refinanced 85% of its maturing
secured debt.

Based on Fitch's report, 'Equity Credit for Hybrids and Other
Capital Securities' dated Dec. 29, 2009, the two-notch
differential between Sovran's IDR and its indicative preferred
stock rating of 'BB' is consistent with Fitch's criteria for
corporate entities with a 'BBB-' IDR.  As of Sept. 30, 2010, the
company had no preferred stock outstanding.

The Stable Outlook centers on Fitch's expectation that the
company's credit ratios will remain steady over the near term.
The outlook further reflects Fitch's expectation that demand for
self-storage real estate remains stable.

               Guidelines For Further Rating Actions

These factors may have a positive impact on the company's ratings:

  -- Maintaining fixed charge coverage above 3.0x (for the 12
     months ended Sept. 30, 2010, fixed charge coverage was 2.8x);

  -- Net debt to recurring operating EBITDA remaining below 4.0x
      (leverage was 4.4x as of Sept. 30, 2010);

  -- More geographic diversity;

  -- A liquidity surplus.

Going forward, these factors may have a negative impact on the
company's ratings:

  -- If fixed charge coverage declines below 2.0x;

  -- If net debt to recurring operating EBITDA increases above
     6.0x;

  -- If Fitch expects the company to breach any covenant, reducing
     the company's financial flexibility.


STRAWBERRY FARMS: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Strawberry Farms, L.L.C.
                42 Pierce Road
                Preston, CT 06365

Bankruptcy Case No.: 10-24278

Involuntary Chapter 11 Petition Date: December 17, 2010

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

Judge: Albert S. Dabrowski

Petitioner's Counsel: Mark E. Block, Esq.
                      BLOCK JANNEY & PASCAL LLC
                      138 Main Street
                      P.O. Box 310
                      Norwich, CT 06360
                      Tel: (860) 889-3855
                      Fax: (860) 886-6352
                      E-mail: mblock@bjplawyers.com

Creditor who signed the Chapter 11 petition:

    Petitioner                    Nature of Claim    Claim Amount
    ----------                    ---------------    ------------
ABCO Realty, LLC                   Note                   $650,000
50 Bayview Road
Niantic, CT 06357


STRAWBERRY PARK: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Strawberry Park RV Resort, Inc
                43 Pierce Road
                Preston, CT 06365
                Tel: (860) 889-3855

Bankruptcy Case No.: 10-24277

Involuntary Chapter 11 Petition Date: December 17, 2010

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

Judge: Albert S. Dabrowski

Petitioners' Counsel: Mark E. Block, Esq.
                      BLOCK JANNEY & PASCAL LLC
                      138 Main Street
                      P.O. Box 310
                      Norwich, CT 06360
                      Tel: (860) 889-3855
                      Fax: (860) 886-6352
                      E-mail: mblock@bjplawyers.com

Creditors who signed the Chapter 11 petitions:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
The Citizens National Bank         Note                   $154,000
182 Main Street
Putnam, CT 06260

Richard I. Rothstein               Notes                  $507,000
121 Broadway
Norwich, CT 06360

Joseph Biber                       Loans                  $264,000
94 Weber Farm Road
Norwich, CT 06360


SUN PRODUCTS: S&P Gives Negative Outlook, Affirms 'B+' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Wilton, Conn.-based Sun Products Corp. to negative from
stable.  S&P also affirmed the 'B+' corporate credit rating on the
company and the 'BB' rating on the company's first- and second-
lien senior secured credit facilities.  The recovery ratings
remain '1', indicating S&P's expectation for substantial recovery
(90% to 100%) of principal in the event of a payment default.

"The outlook revision reflects credit measures that are weaker
than S&P had expected following a decline in operating performance
in 2010, and S&P now expect that metrics will likely remain close
to current levels in the near term," said Standard & Poor's credit
analyst Mark Salierno.  Currently, S&P estimates leverage, as
measured by total adjusted debt (which includes preferred stock
and the present value of noncancelable operating lease
obligations) to EBITDA to be approximately 5.6x.  Although S&P
believes that the company maintains adequate liquidity, S&P
believes that industry conditions will remain competitive in 2011,
which could pressure performance further.  As of Sept. 30, 2010,
Sun Products had more than $1.6 billion of funded long-term debt
outstanding.

The ratings on privately owned Sun Products reflect S&P's view
that the company has an aggressive financial risk profile, based
on its existing financial policy, leveraged capital structure, and
weak cash flow metrics.  S&P also views the company's business
risk profile as weak based on its narrow business and geographic
focus, some customer concentration risk, and its participation in
the mature and highly competitive North American detergent segment
of the consumer products sector.  However, S&P believes it
benefits somewhat from its leading positions in the private-label
North American detergent industry, in addition to its good market
position and portfolio of well-known owned brands, which include
Wisk, All, Sun, Snuggle, and Surf.


SUNCOAST ALUMINUM: Business Debt Prompts Bankruptcy Filing
----------------------------------------------------------
Casual Living reports that Suncoast Aluminum Furniture filed for
bankruptcy protection because of business debt to secured creditor
Busey Bank.

According to the report, court documents show that during 2010,
Suncoast experienced problems with working capital under a
revolver facility with Busey Bank.  In an effort to preserve
operations and manage temporary operating shortfalls, a previous
member of Suncoast's management submitted inaccurate borrowing
base reports to Busey Bank.

Casual Living recounts that that Suncoast refinanced certain
obligations owed to Bank of America in 2006 by obtaining loans
from Busey Bank.  Suncoast now has an asset-based revolving line
of credit facility and two mortgage loans with Busey Bank, with a
total indebtedness of approximately $7.5 million.  As of the
petition date, Suncoast owed about $3.2 million to Busey Bank on
real estate loans, and approximately $4.24 million on its line of
credit.

In addition to the secured debts, unsecured claims against
Suncoast totaled $362,097 including $55,000 to Merchandise Mart in
Chicago; $51,600, Supplier Sapa Extruder Inc.; and $24,000,
Superior Sample Co.

Based in Fort Myers, Florida, Suncoast Aluminum Furniture Inc.
filed for Chapter 11 bankruptcy protection on Dec. 3, 2010 (Bankr.
M.D. Fla. Case No. 10-29108).  Judge David H. Adams precedes the
case.  Stephen R. Leslie, Esq., Stichter, Riedel, Blain & Prosser,
represents the Debtor.  The Debtor estimated both assets and debts
of between $1 million and $10 million.


SUNOVIA ENERGY: Kingery & Crouse Raises Going Concern Doubt
-----------------------------------------------------------
Sunovia Energy Technologies, Inc., filed on December 14, 2010, its
annual report for the fiscal year ended July 31, 2010.

Kingery & Crouse, P.A., in Tampa, Florida, expressed substantial
doubt about Sunovia Energy Technologies' ability to continue as a
going concern.  The independent auditors noted that the Company
the Company has experienced losses of $20.52 million for the year
ended July 31, 2010, and at July 31, 2010, the Company had a
working capital deficiency of $1.66 million.

The Company reported a net loss of $20.52 million on $1.59 million
of sales for fiscal 2010, compared with a net loss of
$14.47 million on $996,080 of net sales for fiscal 2009.

The Company's balance sheet at July 31, 2010, 2010, showed
$2.73 million in total assets, $4.01 million in total liabilities,
and a stockholders' deficit of $1.28 million.

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

               http://researcharchives.com/t/s?7111

Sarasota, Fla.-based Sunovia Energy Technologies, Inc. (OTC BB:
SUNV) -- http://www.sunoviaenergy.com/-- directly and through its
wholly-owned subsidiaries, EvoLucia, Inc., and Sunovia Solar,
Inc., is in the business of providing energy-efficient and
sustainable energy solutions by implementing technology in three
main areas: light emitting diode (LED) lighting, solar energy and
infrared.


SUNWEST MANAGEMENT: Makes First Distribution to Claimants
---------------------------------------------------------
The federal equity receiver in charge of former Oregon-based
senior living provider Sunwest Management disclosed that he will
be mailing the first round of checks this week.  Investors and
other claimants in the Sunwest securities violation case and
related Chapter 11 bankruptcy proceeding should receive the forty-
percent distribution before year end.  Resources for the initial
distribution total $228 million and derive from a $1.2 billion
real estate transaction closed earlier this year, in which a joint
venture led by Blackstone Real Estate Advisors VI LP and Emeritus
Senior Living acquired 144 Sunwest properties in exchange for
cash, securities and assumption of debt.  Depending on elections
made through the Sunwest bankruptcy process, claimants will
receive cash and/or securities in the new Sunwest Rollover Member
LLC, a 13% partner in the joint venture.

U.S. District Court Judge Michael Hogan appointed Michael
Grassmueck of the Portland-based Grassmueck Group as receiver in
connection with the lawsuit brought in March 2009 by the
Securities and Exchange Commission against Sunwest and its founder
Jon Harder for alleged fraud and securities law violations.  At
the same time, Judge Hogan formally appointed Clyde Hamstreet of
Hamstreet & Associates to serve as chief restructuring officer
(CRO) for the Sunwest business entities, a role the Portland-based
turnaround firm initially took on in November 2008.  The
Grassmueck and Hamstreet firms worked closely together throughout
the restructuring, jointly submitting the receivership's
distribution plan, approved by Judge Hogan in October 2009, and
the bankruptcy plan of reorganization, approved in July 2010.
Grassmueck led the claims process and litigation against third
parties involved in alleged securities violations, while Hamstreet
focused on improving business operations and negotiating and
closing the Blackstone transaction.

"We are thrilled to be getting this distribution out before
Christmas," Grassmueck said.  "Sunwest stopped paying many of its
bills and most of its investor obligations in the summer of 2008,
so these people have been waiting a long time for money to flow in
their direction from Sunwest.  And I'm even more thrilled at the
amount of the distribution. I don't know that I've ever seen a
forty-percent recovery in a securities fraud case--and this is
only our first distribution."

Over the next two to three years, Grassmueck anticipates making at
least two more distributions, which he and Hamstreet estimate
could add another eighteen to twenty cents on the dollar to the
forty that goes out this week.  "We have two further significant
resources to work with," Grassmueck said.  "The receivership has
retained a group of assets that we will be liquidating over time.
Most of these are real estate assets, but we also have the former
captive insurance company and various notes receivable and
financial assets.  And then there are the third party claims.  We
have significant settlements in the works with law firms and
broker-dealers that helped Sunwest package and sell its
investments, and we should see the first funds from those
settlements early in 2011."

"The extraordinary results in this case speak for themselves,"
said Portland attorney Al Kennedy, who with his firm Tonkon Torp
led the CRO's legal team.  "Before the SEC filed its lawsuit, most
investors would have been lucky to recover ten cents on the
dollar. But once the receivership came into being and we began
working with Judge Hogan, we were able to restructure successfully
and get a very good price for the core of Sunwest's business."

"The creation of value through the business operations and real
estate transaction was key to achieving  recovery for investors
and creditors," said Hamstreet.  "But it's also important to
recognize the role played by the claims process.  The receiver
mailed 80,000 notices to potential claimants at the outset of the
case, and received claims totaling ten billion dollars.  Since the
claims bar date at the end of April 2010, he and his team have
reviewed, evaluated, and negotiated those claims down to less than
4,000 in number and about $550 million.  That is an impressive
achievement."

Grassmueck will carry out his duties as receiver until no
substantive assets remain to be collected and liquidated, and the
receivership closes. With the senior living operations gone,
however, and the bankruptcy case near its end, Mr. Hamstreet
intends to step down as CRO at the end of the year.

            Distributions Nearly Two Years in the Making

The payment of first distributions culminates a long and sometimes
contentious process to restructure the company and determine the
best way to maximize and recover value for investors and creditors
in the former Sunwest enterprise.  Key milestones in the
restructuring and recovery process include:

November 2008          Clyde Hamstreet is engaged by Sunwest Management
                       as CRO.

December 2008          Twenty-five Sunwest affiliated entities, including
                       Stayton SW Assisted Living LLC, file chapter 11
                       bankruptcy cases.

March 2, 2009          SEC files a lawsuit against Sunwest Management and
                       Jon M. Harder.

March 10, 2009         U.S. District Court in Eugene, Ore., appoints
                       Michael Grassmueck as federal receiver and Clyde
                       Hamstreet as CRO of Sunwest and affiliated
                       entities.

August 2009            The Receiver and CRO submit a joint distribution
                       plan to the Court.  Negotiations and diligence by
                       the Blackstone/Emeritus joint venture begins.

September 15, 2009     Sunwest and Blackstone reach agreement in
                       principle on terms of acquisition.

October 2, 2009        U.S. District Court Judge Michael Hogan approves
                       distribution plan.  All Sunwest-affiliated
                       entities are consolidated into the Stayton Chapter
                       11 case.

March 25, 2010         U.S. District Court Judge Hogan approves the
                       Blackstone/Emeritus purchase agreement and auction
                       procedures.

May 17, 2010           Bankruptcy auction is held with
                       Blackstone/Emeritus Joint Venture as the
                       successful bidder.

July 13, 2010          Judge Hogan confirms reorganization plan.

August 5, 2010         Blackstone/Emeritus joint venture acquires 132
                       Stayton senior living communities.  The joint
                       venture acquires the remaining 12 communities
                       between September 1 and December 1.
October 18-20, 2010    Court-supervised mediations culminate intensive
                       claims administration and adjudication process.

November 29, 2010      Judge Hogan enters order establishing allowed
                       claim amounts.

December 20-22, 2010   Receiver makes first distribution of cash and
                       securities.

                     About Sunwest Management

Founded in Oregon in 1991, Sunwest Management --
http://www.sunwestmanagement.com/-- was one of the largest
private senior living providers in the U.S.  In March 2009, U.S.
District Judge Michael Hogan appointed Michael Grassmueck --
founder and principal of Portland, Oregon-based Grassmueck Group,
a national firm that specializes in fiduciary and insolvency
services -- as receiver for the Company after the Securities and
Exchange Commission filed suit against Sunwest and former CEO Jon
Harder, alleging securities fraud.

Sunwest Management placed 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 protection on August 19, 2008.  On Aug. 17, 2008, eight
Sunwest-affiliated LLCs filed for Chapter 11 bankruptcy protection
from creditors in Tennessee.

Sunwest was later renamed Stayton SW Assisted Living.  As reported
by the Troubled Company Reporter on July 16, 2010, Judge Hogan
confirmed the plan of reorganization in the Chapter 11 proceedings
of Stayton.  The plan provides for the sale of up to 149 senior
living facilities to a joint venture formed by Blackstone Real
Estate Advisors VI L.P., Emeritus Senior Living and Columbia
Pacific Advisors.  The Blackstone/Emeritus joint venture acquired
the properties in exchange for cash, securities and debt valued at
$1.3 billion in cash.

Existing Sunwest investors were permitted to receive either cash
or securities in the new company, with a choice between Class A
preferred interests paying 6%, or up to 49% in common interests in
the joint venture.

The reorganization plan also provides for the creation of a
Trustco entity to hold certain non-senior living assets, such as
apartments, office buildings and bare land, and liquidate the
assets over time for the benefit of the estate's investors and
creditors.  The Receiver oversees Trustco.

As reported by the TCR on August 9, 2010, Stayton completed the
sale of 132 senior living facilities to the joint venture.  The
transaction was valued at $1.2 billion.


TAYLOR BEAN: Confirmation Hearing Set for Jan. 19
-------------------------------------------------
The Honorable Jerry A. Funk put his stamp of approval on the
Second Amended and Restated Disclosure Statement with respect to
the Second Amended and Restated Joint Plan of Liquidation proposed
by Taylor, Bean & Whitaker Mortgage Corp., its debtor-affiliates,
and the Official Committee of Unsecured Creditors appointed in
those chapter 11 cases.  Accordingly, the Debtors and the
Committee may now solicit creditors for their votes to accept the
plan.

The Record Data for determining who can vote on the plan is
Nov. 5, 2010.  Ballots must be cast by Jan. 12, 2011, and any
objections to the plan of liquidation must be filed and served by
that date.  A confirmation hearing will be held on Jan. 19, 2011,
in Jacksonville, Fla.

Copies of the Plan, Disclosure Statement and other relevant
documents are available at http://www.bmcgroup.com/tbwmortgage/at
no charge.

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on August 24, 2009.  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq. -- singerman@bergersingerman.com -- and Arthur J.
Spector, Esq. -- aspector@bergersingerman.com -- at Berger
Singerman PA, in Miami, Fla., represent the Committee.  BMC Group,
Inc., serves as the claims and noticing agent.


TERRESTAR CORP: Harbinger Entities Have 29.8% Equity Stake
----------------------------------------------------------
Philip Falcone, managing member of Harbinger Capital Partners II
LP and related entities, disclosed that he beneficially owns
56,579,253 shares of common stock of TerreStar Corp. representing
29.8% of the shares outstanding.  As of August 2, 2010, there were
139,466,034 outstanding shares.

Affiliates of Mr. Falcone also disclosed beneficial ownership of
TerreStar stock:

                                         Shares           Equity
                                    Beneficially Owned     Stake
                                    ------------------    ------
Harbinger Capital Partners
  Master Fund I, Ltd.                     37,049,174         21.6%
Harbinger Capital Partners LLC            37,049,174         21.6%
Harbinger Capital Partners
  Special Situations Fund, L.P.           10,327,857         7.0%
Harbinger Capital Partners
  Special Situations GP, LLC              10,327,857         7.0%
Credit Distressed Blue Line
  Master Fund, Ltd.                        9,202,222         6.2%
Harbinger Capital Partners II LP           9,202,222         6.2%
Harbinger Capital Partners II GP LLC       9,202,222         6.2%
Harbinger Holdings, LLC                   47,377,031        26.2%

                       About Terrestar Corp.

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 certain of 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.

TerreStar had $1.4 billion of assets and $1.64 billion of
liabilities as of June 30, according to its quarterly report filed
with the U.S. Securities and Exchange Commission.

The list of largest secured creditors shows U.S Bank National
Association:

     -- as indenture trustee, is owed $943.96 million on account
        of 15% Senior Secured PIK Notes due 2014; and

     -- as collateral agent, is owed $85.96 million on account of
        a money credit Agreement.

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.


TERRESTAR NETWORKS: Deloitte Files 2nd Report on CCAA Cases
-----------------------------------------------------------
Deloitte & Touche, Inc., the information officer in the
proceedings under the Companies' Creditors Arrangement Act
commenced by TerreStar Networks Inc., in its capacity as the
foreign representative of the U.S. Debtors and on its own behalf,
delivered its second information officer report to the Superior
Court of Justice (Commercial List) for the Province of Ontario,
in Canada on November 18, 2010.

The Information Officer notes that the purpose of the Second
Report is to provide the Canadian Court with:

  * information relating to certain further orders entered in
    the U.S. Bankruptcy Proceeding and the Foreign
    Representative's request to have those orders recognized by
    the Canadian Court; and

  * an overview of the Chapter 11 plan and Disclosure Statement
    relating to certain of the Debtors, which were filed in the
    U.S. Bankruptcy Proceeding on November 5, 2010.

The U.S. Court Orders which the Foreign Representative seeks
recognition for from the Canadian Court are:

  a. a final order approving the U.S. Debtors' entry into a
     secured DIP Facility;

  b. a final order (i) authorizing the U.S. Debtors to continue
     their existing cash management system, bank accounts and
     business forms, and paying any related fees, (ii) granting
     postpetition intercompany claims administrative expense
     priority, and (iii) authorizing continued intercompany
     transactions; and

  c. an order (i) authorizing, but not directing, the U.S.
     Debtors to pay certain taxes and fees, and (ii) authorizing
     financial institutions to honor all related cheques and
     electronic payment requests.

A full-text copy of the Second Information Officer Report is
available for free at:

         http://bankrupt.com/misc/TrStrCCAAInfoOffcr2.pdf

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc., will act as claims and noticing agent
in the Chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


TERRESTAR NETWORKS: Wins Nod to Pay Prepetition Taxes & Fees
------------------------------------------------------------
In the ordinary course of the business, TerreStar Networks Inc.
and its debtor affiliates:

  (a) collect and incur taxes, including certain business,
      franchise, personal property, sales and use, goods and
      services, excise and other taxes in operating their
      business;

  (b) charge fees and other similar charges and assessments on
      behalf of various taxing, licensing and other governmental
      authorities; and

  (c) pay Fees to the Authorities for licenses and permits
      required to conduct their business in the ordinary
      course.

The Debtors pay the Taxes and Fees monthly, quarterly or annually
to the Authorities, in each case as required by applicable laws
and regulations.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, contends that the Debtors' failure to pay the Taxes and
Fees could materially and adversely impact their business
operations in several ways.  He points out that the Authorities
may initiate audits of the Debtors, which would unnecessarily
divert the Debtors' attention from the tasks required by the
reorganization process at a critical time for their business.

The Authorities may also attempt to suspend the Debtors'
operations, file liens, seek to lift the automatic stay and
pursue other remedies that will be administratively burdensome to
the estates, Mr. Dizengoff adds.  Certain directors and officers,
he points out, could be subject to personal liability, which
would likely distract those key personnel from their duties
related to the Debtors' restructuring.

Moreover, the Debtors' failure to pay the Fees would cause them
to incur late fees, penalties and other charges in addition to
the Fees, Mr. Dizengoff further notes.

Accordingly, the Debtors sought and obtained the Court's authority
to pay any amounts that may come due on account of prepetition
claims relating to their business, franchise, personal property,
sales and use, goods and services, excise and other taxes, as well
as certain annual reporting, Federal Communications Commission and
Canadian regulatory fees.

The Debtors' Taxes and Fees are:

A. State Use Taxes

  In the ordinary course of business, the Debtors purchase
  equipment necessary to their business operations.  In lieu of
  the Debtors paying or incurring sales or excise taxes in
  connection with these purchases, applicable state taxing
  authorities require the Debtors to pay use taxes on the
  equipment.

  The Debtors pay Use Taxes on a monthly basis.  They remit
  approximately $60,000 in the aggregate in Use Taxes per year
  to certain of the Authorities.

  As of the Petition Date, the Debtors have approximately $5,000
  in accrued, unpaid prepetition Use Taxes.

B. State Property Taxes

  Under applicable law, state and local governments in
  jurisdictions where the Debtors' operations are located,
  including Texas, Virginia, Arizona, Florida, Indiana,
  Louisiana, Maryland, North Carolina, North Dakota, New Mexico,
  Nevada, Oregon, Utah, and Washington are granted the authority
  to levy property taxes against real and personal property.

  The Debtors generally do not own real property but typically
  pay approximately $300,000 per year in property taxes on their
  personal property in the ordinary course of business as the
  taxes are invoiced.

  The Debtors estimate that, as of the Petition Date, they have
  approximately $120,000 in accrued, unpaid Property Taxes that
  will come due in the first quarter of 2011.

C. Business Taxes and Annual Reporting Fees

  Certain states require the Debtors to pay various business
  taxes, which may be based on gross receipts or other bases
  determined by the taxing jurisdiction.  Certain states also
  require the Debtors to pay annual reporting fees to state
  governments to remain in good standing for purposes of
  conducting business within the state.

  The Debtors pay approximately $25,000 per year with respect to
  various business taxes and annual reporting fees, according to
  Mr. Dizengoff.

  The Debtors estimate that there are currently no amounts owing
  to the various Authorities with respect to prepetition
  business taxes and annual reporting fees.  They acknowledge
  that if any amounts are owed, some of the business taxes and
  annual reporting fees may, under applicable law, be entitled
  to a priority claim.

D. Delaware Franchise Taxes

  The Debtors pay franchise taxes to the state of Delaware to
  operate their business in that state.  The Delaware franchise
  taxes total $405,000 per year.

  The Debtors estimate that, as of the Petition Date, they have
  approximately $177,000 in accrued, unpaid Delaware franchise
  taxes that will come due in the first quarter of 2011.

E. Canadian Taxes

  In connection with the operation of their Canadian affiliates,
  the Debtors are responsible for paying Canadian corporation,
  retail sales and capital taxes each year.  The amount of
  Canadian Taxes the Debtors incur varies from year to year.

  In 2009, the Debtors paid approximately C$119,000 in Canadian
  Taxes and estimate that they will owe approximately C$50,000
  in Canadian Taxes for tax year 2010.

  The anticipated reduction is based on the phasing out of the
  Ontario capital tax in July 2010, which tax comprised the vast
  majority of the Debtors' Canadian tax liability, Mr. Dizengoff
  explains.

F. FCC and Canadian Regulatory Fees

  Section 9 of the Communications Act of 1934 empowers the
  Federal Communications Commission to "assess and collect
  regulatory fees to recover the costs of . . . enforcement
  activities, policy and rulemaking activities, user information
  services, and international activities."

  As a satellite communications company, the Debtors are subject
  to regulation and oversight by the FCC and incur regulatory
  fees in the ordinary course of business.  The Debtors' annual
  FCC Fees are approximately $1,500 that are due in August 2011.

  The Debtors estimate that, as of the Petition Date, they have
  approximately $240 in accrued prepetition FCC Fees that will
  come due in August 2011.

  In addition to the FCC Fees, the Debtors, in the ordinary
  course of business, incur approximately C$39,000 in Canadian
  regulatory fees per year in connection with the operation of
  the TerreStar-1 Satellite and five Canadian calibration earth
  stations.

  The Canadian Regulatory Fees are payable to the Canadian
  Government on an annual basis.  Included in the Canadian
  Regulatory Fees are mobile satellite service license fees,
  radio license fees and spectrum fees.

  The Debtors estimate that, as of the Petition Date, they have
  approximately C$16,250 in accrued prepetition Canadian
  Regulatory Fees that will come due in March 2011.

The Debtors also asked Judge Lane to authorize financial
institutions (i) to receive, process, honor and pay all checks
presented for payment and electronic payment requests relating to
the Taxes, whether those checks were presented or electronic
requests were submitted before or after the Petition Date; and
(ii) to rely on the Debtors' designation of any particular check
or electronic payment request related to those Taxes, as
appropriate.

                     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 OK to Tap Ordinary Course Professionals
----------------------------------------------------------------
TerreStar Networks Inc. and its units sought and obtained
authority from the U.S. Bankruptcy Court to employ and compensate
certain professionals utilized in the ordinary course of their
business.  The Debtors also reserve the right to retain additional
OCPs from time to time during the pendency of their Chapter 11
cases.

The OCPs provide services for the Debtors in a variety of matters
unrelated to the Chapter 11 cases, including legal services with
regard to specialized areas of the law, like securities, tax,
corporate governance and Federal Communications Commission
regulation, relates Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld LLP, in New York.

A list of the Debtors' current OCPs is available for free at:

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

The Debtors also employ, in the ordinary course of business,
professional service providers.  Although some of the Service
Providers have professional degrees and certifications, they
provide services to the Debtors that are integral to the day-to-
day operation of the Debtors' business and do not directly relate
to or materially affect the administration of the Chapter 11
cases.

Mr. Dizengoff asserts that the continued employment and
compensation of the OCPs and Service Providers is in the best
interests of the Debtors' estates, creditors and other parties-
in-interest.

Although the Debtors anticipate that the OCPs and Service
Providers will wish to continue to represent them during their
Chapter 11 cases, many would not be in a position to do so if the
Debtors could not pay them on a regular basis, Mr. Dizengoff
tells the Court.  He asserts that without the background
knowledge, expertise and familiarity that the OCPs and Service
Providers have relative to the Debtors and their operations, the
Debtors undoubtedly would incur additional and unnecessary
expenses in educating and retaining replacement professionals.

It would be impractical, inefficient and extremely costly for the
Debtors and their legal advisors to prepare and submit individual
applications and proposed retention orders for each OCP and
Service Provider, Mr. Dizengoff points out, in light of the
substantial number of OCPs and Service Providers, and the
significant costs associated with the preparation of employment
applications for professionals who will receive relatively modest
fees.

Although some of the OCPs and Service Providers may hold
relatively small unsecured claims against the Debtors in
connection with services rendered to the Debtors prepetition, the
Debtors do not believe that any of the OCPs or Service Providers
have an interest materially adverse to them, their creditors or
other parties-in-interest, according to Mr. Dizengoff.

Against this backdrop, the Debtors have designed streamlined
procedures for the retention and compensation of OCPs after the
Petition Date.  The OCP Procedures will enable the Debtors to
employ OCPs upon the filing of a declaration of
disinterestedness, and a brief objection period for certain
parties, including the United States Trustee for the Southern
District of New York and any statutory committee appointed in
these Chapter 11 cases.  Among other things, each Declaration of
Disinterestedness will state that the respective OCP does not
have any material interest adverse to the Debtors or their
estates.

The OCP Procedures further provide that all OCP fees and
expenses, excluding costs and disbursements, must not exceed
$50,000 per month and that each OCP's fees, excluding costs and
disbursements, must not exceed $300,000 in the aggregate during
the pending of the Debtors' Chapter 11 cases.

A copy of the Proposed OCP Retention and Compensation Procedures
is available for free at:

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

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc., will act as claims and noticing agent
in the Chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


TIB FINANCIAL: Gives Rights to Buy 1.5MM Shares to Raise Funds
--------------------------------------------------------------
TIB Financial Corp. filed with the Securities and Exchange
Commission on December 15, 2010, an amended Form S-1 regarding the
distribution at no charge to holders of its common stock non-
transferable subscription rights to purchase up to 1,488,792
shares of common stock.  Holders will receive ten subscription
rights for each pre-split share of common stock held of record as
of 4:01 p.m., New York City time, on July 12, 2010.

Each whole subscription right will entitle holders to purchase one
one-hundredth (1/100th) of a share of the Company's common stock
at a subscription price equal to $15.00 per full share of common
stock, subject to an overall beneficial ownership limit of 4.9%.

The subscription rights will expire if they are not exercised by
5:00 p.m., New York City time, on January 10, 2011, unless the
Company extend the offering period in its sole discretion.  All
exercises of subscription rights are irrevocable.  The Company's
board of directors is making no recommendation regarding the
exercise of the subscription rights.  The subscription rights may
not be sold or transferred.

The Company said it may in its sole discretion cancel the rights
offering at any time and for any reason.  If Company cancels this
offering, the subscription agent will return all subscription
payments it has received for the cancelled rights offering without
interest or penalty.

The Company has agreed with American Stock Transfer & Trust
Company, LLC to serve as the subscription agent for the rights
offering.  The subscription agent will hold in escrow the funds
the Company receives from subscribers until it completes or
cancels the rights offering.  Phoenix Advisory Partners, LLC will
serve as information agent for the rights offering.

The shares are being offered directly by the Company without the
services of an underwriter or selling agent.

The total proceeds to the Company from the rights offering will
depend on the number of rights that are exercised.  If all
1,488,792 shares available in the rights offering are issued, the
total proceeds, before expenses, will be approximately
$22.3 million.  The Company intends to use the proceeds from the
rights offering for general corporate purposes, which may include
investment in TIB Bank.

Shares of the Company's common stock are traded on the NASDAQ
Global Select Market under the symbol "TIBB."  The shares of
common stock issued in the rights offering will also be listed on
the NASDAQ Global Select Market under the same symbol.  The
subscription rights will not be listed on NASDAQ or any other
stock exchange or trading market.

A copy of the prospectus is available for free at:

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

The Company originally filed its Form S-1 with SEC on November 29,
2010, a copy of which is available for free at:

                http://ResearchArchives.com/t/s?70f9

                     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.

The Company's balance sheet as of September 30, 2010, showed
$1,740,891,000 in total assets, $1,563,826,000 in total
liabilities, and $177,065,000 in stockholders' equity.

                          *     *     *

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.


TONI BRAXTON: Mortgage Lender Wants Lift Stay to Foreclose
----------------------------------------------------------
"Unbreak My Heart" singer Toni Braxton is facing a bid to break
the shield of the bankruptcy court that's currently protecting her
from the reach of her creditors, Dow Jones' Small Cap reports.

According to the report, US Bank, which represents the holder of
Ms. Braxton's mortgage debt, recently filed court papers in the
R&B and pop singer's bankruptcy proceeding seeking relief from the
automatic stay with respect to Ms. Braxton's Duluth, Ga., home.

If granted, the request would allow the mortgage holder to take
such potential actions as launching foreclosure proceedings or
demanding immediate repayment, the report notes.

Dow Jones' notes that in court papers filed Dec. 9, US Bank said
Ms. Braxton doesn't have any equity in the property nor is the
mortgage holder's interest in the property adequately protected.
(Braxton herself doesn't own the property; a trust does.)

As of Nov. 23, US Bank said Braxton owes the full $1.5 million
on her mortgage, while the property itself been appraised at
$1.2 million, the report adds.

                       About Toni Braxton

Toni Braxton is an R&B singer, winning six Grammy Awards in her
career and has sold 40 million records worldwide.  She filed for
Chapter 7 bankruptcy protection in Los Angeles, California, on
September 30.  Ms. Braxton, in her Chapter 7 petition, estimated
$1 million to $10 million in assets and $10 million to $50 million
in debts.  Braxton also filed for bankruptcy back in 1998 and saw
the IRS file a lien against her for $396,000 earlier this year.


TOWNSENDS, INC: Files for Chapter 11 in Delaware
------------------------------------------------
Townsends, Inc., and four wholly owned subsidiaries filed for
Chapter 11 bankruptcy protection on Dec. 19, 2010 (Bankr. D. Del.
Lead Case No. 10-14092).

"During the chapter 11 process, the Debtors intend to continue
normal operations as they explore strategic alternatives for the
benefit of their creditors and all other parties in interest,"
George C. White, chief financial officer of Townsends, Inc., said
in a court filing.

"Since 2008, our company has been impacted by record high feed-
ingredient costs on the one hand and low chicken pricing on the
other," said Frederick B. Beilstein III, chief executive officer,
in a Company press release. "The Company's management and its
Board of Directors determined that a Chapter 11 filing was a
necessary part of the Company's restructuring.  We believe that it
will allow us to best serve our stakeholders, including our
customers, our vendors and our employees."

In conjunction with the filing, the Company is seeking approval to
enter into a $52 million debtor-in-possession financing facility,
to enable normal operation of its business, including the timely
payment of employee wages and other obligations.

During the Chapter 11 process, suppliers should expect to be paid
for post-petition purchases of goods and services in the ordinary
course of business, according to the Company statement.

                         First Day Motions

The Debtors filed customary "first day" motions, including
requests to pay prepetition wages, honor prepetition customer
programs, and pay prepetition claims of critical vendors.

An interim hearing was held December 20, 2010, where Judge
Christopher S. Sontchi approved some of the first day motions.
The "first day" hearing is scheduled for December 21, 2010 at
11:00 a.m. (Eastern Time), according to the schedule posted in
Donlin Recano's Web site.

Financing for the Chapter 11 case will come from prepetition
lenders.  The Debtors have signed a term sheet providing for the
principal terms for a senior secured superpriority debtor-in-
possession credit facility on a superpriority and priming basis,
which DIP Financing will consist of (a) loans up to $12 million to
fund operations, pay the Carve-Out and other administrative
expenses and (b) a loan of up to $40 million to refinance the
revolving portion of the prepetition secured loan.

                      Capital Structure

As of December 5, 2010, the Debtors' unaudited consolidated
financial statements reflected $504.2 million of revenue for the
prior 12-month period, assets of approximately $131 million and
liabilities of approximately $127 million.

As of the Petition Date, the Debtors owe $20.7 million -- plus
$12,085,417 in commitments with respect to letters of credit --
under a secured term loan and $40.0 million under a secured
revolving line of credit.  The Debtor also owes $8.3 million under
8.44% notes due June 1, 2013.

Townsends estimated assets of $10 million to $50 million and debts
of $50 million to $100 million in its Chapter 11 petition.

                        Road to Bankruptcy

According to Mr. White, the CFO, "Several factors have led to the
commencement of these chapter 11 cases.  The primary factor is
that in 2008, the cost of feed ingredients used by the Debtors in
their business increased to record amounts, while the price of
poultry products decreased significantly due to the historic
economic downturn and oversupply in the industry.  This
combination of high input costs and lower revenues resulted in a
significant loss for the Debtors."

These factors, Mr. White notes, led to the financial decline of
several poultry processing companies, including the bankruptcy of
one of the largest poultry processing companies in the United
States, Pilgrim's Pride Corporation.

For its part, Townsends incurred a loss of $48.9 million in 2008.
As a result of the sizeable loss, the Debtors were forced to draw
on a majority of its revolver -- becoming substantially
overleveraged relative to their size and industry norms.  In
addition, the Debtors incurred covenant defaults under its secured
loans and it notes.  The forbearance agreement with lenders
required the Company to pay fees and increased interest rates
under the loans.

The Debtors, according to Mr. White, have investigated and
considered various out-of-court restructuring alternatives.  The
Debtors originally retained SSG Capital Advisors, LLC in late 2008
to explore certain refinancing and sale opportunities with third
parties.  SSG was temporarily put in hold in 2009 and early 2010
as the Debtors considered other options, but SSG was reengaged in
March 2010 with a renewed focus of identifying refinancing and
sale opportunities for the Debtors.  Despite numerous discussions,
management meetings and negotiations with many third parties,
because of various factors, no viable out-of-court restructuring
alternative has materialized.

As a result of increased feed costs in mid- to late 2010, the
Debtors again were forced to further draw down on the revolving
line of credit, Mr. White said.

The Debtors recognized that they would reach the limits on the
revolving line of credit in December 2010 and, because the Bank
Group declined to increase the available credit limit or provide
the Debtors with over-advances outside a bankruptcy proceeding,
the Debtors determined that a bankruptcy filing was necessary for
the Debtors to continue to operate while exploring their strategic
options.

                       About Townsends Inc.

Founded in 1891, Townsends Inc. is a third-generation, family-
owned poultry company.  Townsends claims to be a leading producer
and marketer of quality, value added poultry products to the
foodservice and retail grocery markets throughout the world.
Headquartered in Georgetown, Delaware, Townsends operates,
directly or through its four wholly-owned subsidiaries, production
and processing facilities in Arkansas and North Carolina.  As of
December 8, 2010, Townsend had approximately 3,017 employees.

Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
serves as counsel to the Debtor in the Chapter 11 case.  McKenna
Long & Aldridge LLP serves as special counsel.  Donlin Recano is
the claims and notice agent.


TOWNSENDS, INC: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Townsends, Inc.
                  fka Townsend Speciality Foods
              TP Two LLC
              TP Nine LLC
              TP Ten LLC
              Ultimate Way I
              Townsend Foods
              TP Five LLC
              Boynton Beach I
              The Atrium
              Boynton Beach II
              TP Six LLC
              Georgetown I
              Colonnade I
              TP Poultry Inc.
              Townsend Sales Corp
              Townside Festival
              Townside
              TP Three LLC
              Townsend
              TP Four LLC
              TP One LLC
              TPRE LLC
              Ultimate Way II
              TP Seven LLC
              TP Eleven LLC
              TP Eight LLC
              Pocono Foods
              Wellington Manor
              Colonnade II
        22855 DuPont Boulevard
        Georgetown, DE 19947

Bankruptcy Case No.: 10-14092

Debtor-affiliates filing separate Chapter 11 petitions:

           Entity                          Case No.
           ------                          --------
     Townsend Farms, Inc                   10-14093
     Townsends of Arkansas, Inc.           10-14094
     Townsend Farms of Arkinsas, Inc.      10-14095
     CrestwoodFamrs LLC                    10-14096

Chapter 11 Petition Date: December 19, 2010

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtors' Counsel: Derek C. Abbott, Esq.
                  MORRIS NICHOLS ARSHT & TUNNELL
                  1201 N. Market Street
                  Wilmington, DE 19899
                  Tel: (302) 658-9200
                  Fax: (302) -658-3989
                  E-mail: dabbott@mnat.com

Debtors'
Special Counsel:  MCKENNA LONG & ALDRIDGE LLP

Debtors'
Claims Agent:     DONLIN RECANO

Total Assets: $131 million as of Dec. 5, 2010*

Total Debts: $127 million as of Dec. 5, 2010*

In its Chapter 11 petition, Townsends, Inc., estimated assets of
$10 million to $50 million and debts of $50 million to
$100 million.

The petitions weresigned by George C. White, chief financial
officer.

Townsend's List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
International Paper Co.            Trade Payable        $1,689,249
P.O. Box 644095
Pittsburgh, PA 15264

Commodity Specialists Company      Trade Payable        $1,017,884
P.O. Box 802233
Kansas City, MO 64180

Cargill, Inc.                      Trade Payable          $918,773
P.O. Box 0283
Pittsburgh, PA 15264

FGDI, LLC                          Trade Payable          $747,442
2160 Morningside Drive, Suite 100
Buford, GA 30518

West Central                       Trade Payable          $713,232
RR3 Box 335
Adrian, MO 64720

Ackerman-Beardsley-Bennett, Inc    Trade Payable          $525,731
P.O. Box 556
Williston, CT 05495

H.J. Baker & Bro., Inc.            Trade Payable          $462,905
Dept Ch 19197
Palantine, IL 60055

Venture Milling Company            Trade Payable          $448,328
P.O. Box 200015
Pittsburgh, PA 15251

Novu L.L.L.P.                      Trade Payable          $412,135
3526 Paysphere Circle
Chicago, IL 60674

Danisco US Inc.                    Trade Payable          $346,625
P.O. Box 7247-8528
Philadelphia, PA 19170

Install Inc.                       Trade Payable          $318,484
P.O. Box 1323
Sanford, NC 27331

Archer Daniels Midland Co          Trade Payable          $317,144
1935 East Euclid Avenue
Des Moines, IA 50313

Minnesota Soybean Processors       Trade Payable          $304,120
121 ZEH Avenue
Brewster, MN 56119

Baltz Feed                         Trade Payable          $297,679
P.O. Box 20
Pocahontas, AR 72455

Atlantic Corp                      Trade Payable          $294,631
P.O. Box 60002
Charlotte, NC 28260

Bunzl Processor Division           Trade Payable          $288,915
12240 Collections Center
Chicago, IL 60693

Morris Farm Center                 Trade Payable          $288,842
P.O. Box 323
Piggott, AR 72451

Naylor AG                          Trade Payable          $270,607
P.O. Box 7
Naylor, MO 63953

Imperial Freezer Services, LLC     Trade Payable          $253,504
111 Imperial Drive
Sanford, NC 27330

Vance Supp & Sons                  Trade Payable          $252,872
Box 6
Light, AR 72439

Portia Grain                       Trade Payable          $238,784

Braswell Milling Company           Trade Payable          $231,119

Georgia-Pacific Corrugated LLC     Trade Payable          $215,863

Valley Proteins, Inc.              Trade Payable          $206,383

White River Petroleum              Trade Payable          $204,019

Tyson Foods, Inc.                  Trade Payable          $191,981

United States Cold Storage Inc.    Trade Payable          $182,953

Packaging Specialties, Inc.        Trade Payable          $178,148

Batesville Cold Storage            Trade Payable          $166,158

Stephen Gould Corporation          Trade Payable          $161,818


TRUE NORTH: Withdraws Registration Statement Due to Funding Woes
----------------------------------------------------------------
Pursuant to Rule 477 of the Securities Act of 1933, as amended,
True North Finance Corporation requested that the Securities and
Exchange Commission consent to the withdrawal of the Company's
Registration Statement on Form S-1, File No. 333-129919, which was
originally filed on November 23, 2009, Amendment No. 1 on January
4, 2010, and Amendment No. 2 on January 21, 2010.

Due to the length of time the registration process has taken, with
related costs and expenses, and the directors being required to
loan the company funds which they are no longer able to do, the
directors have determined it would be in the Company's best
interests to withdraw the Registration Statement given the lack of
available funding.  The Company believes that withdrawal of the
Registration Statement is consistent with the public interest and
the protection of investors, as contemplated by Rule 477(a) under
the Securities Act.

                          About True North

True North Finance Corporation -- http://www.truenorthfinance.com/
-- was formerly known as CS Financing Corporation.  On June 22,
2009, CS Financing Corporation changed its name to True North
Finance Corp.  The Company is primarily a real estate lending
company.

CS Fund General Partner, LLC, became a wholly owned subsidiary of
True North Finance Corporation pursuant to a merger on June 30,
2009.  Although CS Fund General Partner, LLC, was considered the
acquiring entity for accounting purposes, the Merger was
structured so that CS Fund General Partner, LLC, became a wholly
owned subsidiary of True North Finance Corporation.

The Company's balance sheet at June 30, 2010, showed $7.3 million
in total assets, $21.1 million in total liabilities, and a
stockholders' deficit of $13.8 million.

As reported in the Troubled Company Reporter on June 2, 2010,
L.L. Bradford & Company, LLC, in Las Vegas, expressed substantial
doubt about the Company's ability to 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 incurred recurring losses and its current liabilities
exceed its current assets.


TWAIN CONDOMINIUMS: Chapter 11 Filing Halts Foreclosure
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Twain Condominiums LLC, which owns a condominium
conversion in Las Vegas known as Twain Estates, filed for Chapter
11 protection to halt foreclosure of an $11.4 million mortgage.
The project was built in 1983 as a rental property and later
converted to condominiums.  Of 254 units, 192 remain unsold.

Twain Condominiums, LLC, filed for Chapter 11 protection on
Dec. 15, 2010 (Bankr. D. Nev. Case No. 10-33323).  Thomas H. Fell,
Esq., at Gordon Silver Attorneys And Counselors At Law, in Las
Vegas, Nevada, serves as bankruptcy counsel.  The Debtor estimated
assets and debts of $10 million to $50 million in its petition.

The case summary for Twain Condominiums is in the Dec. 20, 2010
edition of the Troubled Company Reporter.


UCI INTERNATIONAL: To Sell in 13-Mil. Common Shares in IPO
----------------------------------------------------------
UCI International, Inc., is selling 13,333,334 shares of its
common stock in its initial public offering at an offering price
expected to be $14.00 to $16.00 per share, according to amendment
No. 5 to the Company registration statement on Form S-1.

According to Amendment No. 5, which was filed with the Securities
and Exchange Commission November 19, 2010, the underwriters may
also purchase up to an additional 2,000,000 shares from the
Company, at the public offering price, less the underwriting
discount, within 30 days from November 19, 2010, to cover
overallotments, if any.

The previous S-1 (Amendment No. 4 filed October 29, 2010) did not
state the total number of shares available for issuance in the IPO
and the expected offering price.

The information in the prospectus is not complete.  The
registration statement is subject to review by the SEC and has not
yet been declared effective by the SEC.

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

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

                       About UCI International

UCI, headquartered in Evansville, Indiana, is one of the larger
and more diversified companies primarily servicing the vehicle
aftermarket.  The company supplies a broad range of filtration
products, fuel delivery systems, cooling systems, and vehicle
electronics products.  While approximately 88% of revenues are
automotive related, UCI also services customers within the
trucking, marine, mining, construction, agricultural, and
industrial vehicle markets.  Annual revenues in 2009 were
approximately $885 million.  UCI is a portfolio company of The
Carlyle Group.

The Company's balance sheet at $1.141 billion in total assets,
$1.110 billion in total liabilities, and $30.16 million in
stockholder's equity.

In October 2010, Moody's Investors Service raised the ratings of
UCI International -- Corporate Family and Probability of Default -
- to B2 from Caa1.  UCI is the ultimate parent of United
Components, Inc.  This action follows the execution of the new
senior secured bank credit facilities and completes the review
initiated on September 2, 2010.  Moody's said the raising of UCI's
Corporate Family Rating to B2 reflects the enhanced credit profile
following the company's refinancing of its existing credit
facilities.


UNI-PIXEL INC: Announces Listing on NASDAQ; Symbol Is "UNXL"
------------------------------------------------------------
Uni-Pixel, Inc. disclosed in a Form 8-A filing with the Securities
and Exchange Commission on December 6, 2010, that its common
stock, par value $0.001 per share, has been listed on the NASDAQ
Capital Market under the symbol "UNXL."

The Company previously announced in a registration statement a
public offering of 3,000,000 shares at a price of $5.00 per share.
The aggregate price of the shares offered, excluding shares that
may be sold on exercise of the underwriter's over-allotment
option, is $15 million.  The net proceeds of the offering after
deducting underwriting discounts and commissions and estimated
offering expenses are expected to be approximately $13.3 million.

MDB Capital Group LLC, the sole manager for the offering, has been
granted a 45-day option to purchase up to an additional 450,000
shares of Uni-Pixel's common stock to cover over-allotments, if
any.  The Company has also agreed to issue to MDB Capital a
warrant to purchase shares of its common stock in an amount up to
10% of the shares of common stock sold in the offering.  If MDB
Capital exercises this warrant, the Company anticipates each share
of common stock may be purchased at $6.00 per share.  A copy of
the prospectus is available for free at
http://ResearchArchives.com/t/s?70db

The SEC declared the registration statement effective December 9,
2010.

In connection with the close of the offering, Uni-Pixel completed
a 1-for-15 reverse stock split.

                       About Uni-Pixel, Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

PMB Helin Donovan, LLP, in Houston, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has sustained losses and negative cash
flows from operations since inception.

The Company's balance sheet as of September 30, 2010, showed
$1.26 million in total assets, $4.15 million in total liabilities,
and a stockholders' deficit of $2.89 million.


UNIGENE LABORATORIES: Restates License Deal with GSK
----------------------------------------------------
Unigene Laboratories Inc. entered into an amended and restated
exclusive worldwide license agreement with GlaxoSmithKline to
develop and commercialize an oral formulation of a recombinantly
produced parathyroid hormone analog for the treatment of
osteoporosis in postmenopausal women and plans to initiate a Phase
2 study in the first quarter of 2011.

Under the terms of the Amended And Restated Agreement, Unigene
will conduct the Phase 2 study and will be eligible to receive the
remaining milestone payments of up to $142 million including an
upfront payment of $4 million, an additional $4 million payment
upon completion of Phase 2 patient enrollment and further payments
based on the achievement of regulatory and commercialization
milestones.  In addition, Unigene is eligible to receive tiered
low double-digit royalties on global sales.  Once the Phase 2
study has been completed and based on a review of the data, GSK
may elect to assume responsibility for all future development and
commercialization of the product.

In April 2002, GSK and Unigene signed the original exclusive
worldwide license agreement to develop and commercialize the oral
PTH program for osteoporosis with potential payments totaling
approximately $150M upon the successful achievement of development
and commercialization milestones.  Prior to the revised agreement,
an aggregate of $8M in up-front and milestone payments were made
to Unigene.  In addition, Unigene was entitled to reimbursement
for development expenses, as well as tiered low double-digit
royalties on global sales.

Ashleigh Palmer, Chief Executive Officer of Unigene Laboratories,
Inc., said, "Over the past several months we have been focused on
multiple strategic imperatives, including working closely with GSK
on prioritizing the advancement of our oral PTH Phase 2 program
for osteoporosis."  Palmer continued, "The completion of our
amended agreement with GSK provides a clear path forward for the
PTH program and is a significant milestone for Unigene.  This is a
strong validation of our new management team's commitment to our
strategy and our ability to deliver results.  Importantly, we now
have the financial resources needed to continue to advance our
oral PTH program.  We are thrilled to be continuing our
collaboration with GSK to advance our oral PTH program while
leveraging their impressive global clinical, regulatory and
commercial expertise."

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

The Company's balance sheet at Sept. 30, 2010, showed
$25.66 million in total assets, $62.50 million in total
liabilities, and a stockholders' deficit of $36.83 million.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended December 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of December 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.


UNIGENE LABORATORIES: Thomas Has Stock Option for 250,000 Shares
----------------------------------------------------------------
Jenene Thomas, VP of Investor Relations at Unigene Laboratories,
Inc., holds options to buy up to 250,000 shares of the Company's S
common stock, according to her Form 3 filing dated November 29,
2010.  According to the filing, options to acquire 75,000 shares
at an exercise price of $0.5 per share may be exercised beginning
November 2011; another 75,000 shares may be purchased beginning in
November 2012; and up to 100,000 shares may be purchased beginning
in November 2013.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

The Company's balance sheet at Sept. 30, 2010, showed
$25.66 million in total assets, $62.50 million in total
liabilities, and a stockholders' deficit of $36.83 million.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended December 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of December 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.


UNISYS CORP: Registers 5-Mil. Shares to Be Offered to Employees
---------------------------------------------------------------
In separate Form S-8 filings with the Securities and Exchange
Commission on December 6, 2010, Unisys Corporation registered an
aggregate of 5,000,000 shares of its common stock that will be
offered to its employees via benefit or incentive plans:

   (a) The 994,000 shares are being registered for the Unisys
       Savings Plan and 6,000 shares being registered with respect
       to the Unisys Savings Plan for Puerto Rico Employees, a
       copy of the prospectus is available for free
       at http://ResearchArchives.com/t/s?710a

   (b) The 4,000,000 shares of common stock are being registered
       for the Unisys Corporation 2010 Long-Term Incentive and
       Equity Compensation Plan, a copy of the prospectus is
       available for free at http://ResearchArchives.com/t/s?710b

                           About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

The Company's balance sheet for Sept. 30, 2010, showed
$2.840 billion in total assets; total current liabilities of
$1.256 billion, long-term debt of $836.7 million, long-term
postretirement liabilities of $1.498 billion, long-term deferred
revenue of $143.5 million, and other long-term liabilities of
$139.2 million; and a stockholders' deficit of $1.0345 billion.


UNISYS CORP: R. Frankenfield Owns 513 Shares of Common Stock
------------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
December 9, 2010, Ronald S. Frankenfield, senior vice president at
Unisys Corp, disclosed that he directly beneficially owns 513.6
shares of common stock of Unisys Corp.  Mr. Frankenfield also
disclosed that he indirectly owns 75 shares owned by his daughter;
1,986.9429 owned by the Unisys Savings Plan trust; and 70 shares
owned by his daughter.

Mr. Frankenfield beneficially owns 182 shares of restricted stock
units.  He also has the option to buy 3,750 shares of common
stock, which option will expire on February 12, 2014 and the right
to buy 4,000 shares of common stock, which stock option will
expire on February 11, 2015.

                           About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

The Company's balance sheet for Sept. 30, 2010, showed
$2.840 billion in total assets; total current liabilities of
$1.256 billion, long-term debt of $836.7 million, long-term
postretirement liabilities of $1.498 billion, long-term deferred
revenue of $143.5 million, and other long-term liabilities of
$139.2 million; and a stockholders' deficit of $1.0345 billion.


UNITED WESTERN: Western Bank Amends Thrift Financial Report
-----------------------------------------------------------
United Western Bancorp Inc. in its Form 12b-25 filed with the
Securities and Exchange Commission on November 10, 2010, said that
it has been engaged in discussions with the Office of Thrift
Supervision and the Federal Deposit Insurance Corporation
regarding the Company's wholly owned subsidiary, United Western
Bank, and the Bank's consistently applied methodology for
determining other-than-temporary-impairment on non-agency,
mortgage-backed securities at September 30, 2010.

On December 8, 2010, the Bank filed an amended Thrift Financial
Report with the OTS reflecting an additional $16.3 million in OTTI
charges as of September 30, 2010.

The additional OTTI charges reduced the Bank's Core Capital
Ratio to 6.20% and the Bank's Risk-Based Capital Ratio to
7.80% as of such date, which caused the Bank to fall into the
"Undercapitalized" capital category under applicable regulations.
The Company and the Bank are presently assessing the impact this
will have on the Bank's operations on a go-forward basis.

A full-text copy of the Bank's amended TFR will be available soon
from the Internet at

      https://cdr.ffiec.gov/public/ManageFacsimiles.aspx

                      About United Western

Denver, Colorado-based United Western Bancorp, Inc. (NASDAQ: UWBK)
-- http://www.uwbancorp.com/-- is a holding company whose
principal subsidiary, United Western Bank, is a community bank
focused on Colorado's Front Range market and selected mountain
communities.

United Western Bancorp, Inc., and Equi-Mor Holdings, Inc., its
direct subsidiary, entered into a Fifth Forbearance and Amendment
Agreement with JPMorgan Chase Bank, N.A., on October 29, 2010.

The terms of the Fifth Forbearance Agreement provide, among other
things, that (i) JPMorgan agrees to forbear from exercising its
rights and remedies under the Loan Documents on account of the
Fifth Forbearance Disclosed Defaults provided the Company and the
Pledgor satisfy all obligations set forth in the Fifth Forbearance
Agreement from the Effective Date as defined in the Agreement
until the earlier of: (i) the end of business on January 14, 2011;
or (ii) the occurrence of a default, other than the Fifth
Forbearance Disclosed Defaults, under any of the Loan Documents,
the Fifth Forbearance Agreement or any other agreement required to
be entered into by the Fifth Forbearance Agreement.

The forbearance by JPMorgan is conditioned upon, among other
things, the Company entering into an investment agreement with at
least two anchor investors on or before October 31, 2010, with the
investment agreement providing for the investment by the anchor
investors of no less than $91 million and collectively, an
investment of approximately $200 million of new money capital in
the Company.


UNIVERSITY MILLENNIUM: Court Vacates Conditional Case Dismissal
---------------------------------------------------------------
The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for
the Middle District of Florida has vacated the order of
conditional dismissal on Darrell Hanson and Phoenix Development
Group, LLC's involuntary petition to put University Millennium
Park LLC into bankruptcy.

The conditional order of dismissal dismisses the case for failure
to timely pay the $1,039 filing fee but affords the Petitioning
Creditors 10 days to pay the fee before the dismissal takes
effect.

Phoenix Development can proceed in the mortgage foreclosure
action, Case No. 08-27272, currently pending in the Circuit Court
of the Thirteenth Judicial Circuit in and for Hillsborough County,
Florida.

The 14-day stay applicable to orders granting motions for relief
from stay under Federal Rule of Bankruptcy Procedure 4001(a)(3) is
waived.

The Court will conduct a hearing on January 5, 2011, at 9:30 a.m.
to consider the dismissal of the case.  The Petitioning Creditors'
failure to pay the filing fee will be included as a factor to
dismiss the case.

Darrell Hanson and Phoenix Development Group, LLC, filed a
petition to involuntarily put Univeristy Millenium Park LLC -- aka
Sydney Mines Reclamation LLC, Sydney Mines Development Company
LLC, SS Group Investments LLC, and Darrell Hanson -- and Patrick
Lennon MacFarlane Ferguson et al. into bankruptcy protection on
December 2, 2010 (Bankr. M.D. Fla. Case No. 10-29022).


US LOAN AUDITORS: Closes Down Business Entirely
-----------------------------------------------
US Loan Auditors announced in its Web site, "Due to a recent order
by a Sacramento Judge, and new legislation that will become
effective January 1st, 2011 US Loan Auditors has had to close its
doors, and close down the business entirely.  Due to these changes
in legislation, US Loan Auditors will not reopen."

Sacramento Business Journal reported that US Loan Auditors filed
for Chapter 11 bankruptcy reorganization on Dec. 2 in Sacramento,
California.  The list of Chapter 11 cases filed with the U.S.
Bankruptcy Court for the Eastern District of California, however,
shows that only affiliate My US Legal Services, Inc., has filed
for Chapter 11.

Business Journal said that the filing came after a $60 million
lawsuit filed against US Loan Auditors and My US Legal Services in
October by Attorney General Jerry Brown.  The suit also targets
five people in the companies, including two attorneys.   The suit
seeks civil penalties, restitution for victims, and permanent
injunctions against the companies and the defendants.

The companies offered homeowners audits of their loans to find
grounds to file predatory lending lawsuits against lenders. Brown
called the business a scam.

My Us Legal Services, Inc., filed for Chapter 11 protection on
Dec. 2, 2010 (Bankr. E.D. Calif. Case No. 10-51750).  W. Austin
Cooper, Esq., represents the Debtor.  The Debtor estimated assets
of up to $50,000 and debts of $50,000 to $100,000 in its Chapter
11 petition.  A copy of the petition, together with a list of 20
largest unsecured creditors, is available for free at
http://bankrupt.com/misc/caeb10-51750.pdf



UTSTARCOM INC: Thomas Toy Elected Class I Director
--------------------------------------------------
UTStarcom Inc. announced the official results of its 2010 Annual
General Meeting, held on December 13, 2010 at 1:00 p.m. local time
in Beijing, China.  The following proposals were approved by the
Company's shareholders:

   * Thomas J. Toy was elected as a Class I Director to serve
     until the 2013 Annual General Meeting of Shareholders;

   * PricewaterhouseCoopers Zhong Tian CPAs Limited Company was
     ratified as the Company's independent auditor for the fiscal
     year ending December 31, 2010.

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company's balance sheet at Sept. 30, 2010, showed
$810.98 million in total assets, $557.68 million in total
liabilities, and stockholder's equity of $253.31 million.

                           *     *     *

In its Form 10-K, the Company noted that it has recorded operating
losses in 19 of the 20 consecutive quarters in the period ended
December 31, 2009.  At December 31, 2009, the Company had an
accumulated deficit of $1.067 billion.  While operating results
are expected to improve in 2010 compared with prior years,
management expects the Company to continue to incur losses in
2010.


VILICA, LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Vilica, LLC
        102 Hillcrest Terrace
        Santa Cruz, CA 95060
        Tel: (707) 456-7357

Bankruptcy Case No.: 10-62728

Chapter 11 Petition Date: December 13, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Stephen L. Johnson

Debtor's Counsel: Stephen T. Davies, Esq.
                  TURNER LITIGATION SERVICES
                  P.O. Box 319
                  Eureka, CA 95502
                  Tel: (707)496-9666
                  Fax: (707)445-3319
                  E-mail: turnerlit@gmail.com

Scheduled Assets: $12,757,273

Scheduled Debts: $4,245,843

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

The petition was signed by Benjamin Drury Hedlund, managing
member.


VOLIN, LLC: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: Volin, LLC
                42 Pierce Road
                Preston, CT 06365

Bankruptcy Case No.: 10-24275

Involuntary Chapter 11 Petition Date: December 17, 2010

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

Judge: Albert S. Dabrowski

Petitioner's Counsel: Mark E. Block, Esq.
                      BLOCK JANNEY & PASCAL LLC
                      138 Main Street
                      P.O. Box 310
                      Norwich, CT 06360
                      Tel: (860) 889-3855
                      Fax: (860) 886-6352
                      E-mail: mblock@bjplawyers.com

Creditor who signed the Chapter 11 petition:

    Petitioner                    Nature of Claim    Claim Amount
    ----------                    ---------------    ------------
ABCO Realty, LLC                   Note                   $650,000
50 Bayview Road
Niantic, CT 06357


VITESSE SEMICONDUCTOR: Completes $3-Million Settlement with SEC
---------------------------------------------------------------
Vitesse Semiconductor Corporation announced that the recommended
settlement agreed to in June 2009 related to the SEC's
investigation of the Company's historical stock option practices
and accounting irregularities that occurred between 1995 and 2006
has been finalized with the United States Securities and Exchange
Commission.

As part of the 2009 Settlement, Vitesse agreed to pay a $3.0
million payment without admitting or denying wrongdoing.  With
the payment of the 2009 Settlement, the SEC concludes its
investigation of Vitesse.  The payment was accrued in the
Company's financials in June 2009.

The former executives named in the SEC lawsuit, Louis R.
Tomasetta, Eugene F. Hovanec and Yatin Mody, were terminated by
Vitesse in May 2006.  In settling related civil actions, those
former executives agreed not to seek from Vitesse future
indemnification or defense costs related to government actions,
including the SEC.

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

The Company's balance sheet at Sept. 30, 2010, showed $97.53
million in total assets, $118.73 million in total liabilities, and
a stockholders' deficit of $21.20 million.


VYTERIS INC: G. Burleson Has Stock Option for 50,000 Shares
-----------------------------------------------------------
Gene E. Burleson, a director, disclosed in a Form 3 filing with
the Securities and Exchange Commission on December 3, 2010 that he
has stock options for 50,000 shares of Vyteris Inc.  The options
carry a term of 10 years from grant date and vest quarterly over
the first two years of the term in equal amounts on each of the
first eight quarterly anniversaries of the grant.

                        About Vyteris, Inc.

Based in Fair Lawn, New Jersey, Vyteris, Inc. (formerly Vyteris
Holdings (Nevada), Inc., has developed and produced the first FDA-
approved electronically controlled transdermal drug delivery
system that transports drugs through the skin comfortably, without
needles.  This platform technology can be used to administer a
wide variety of therapeutics either directly into the skin or into
the bloodstream.  The Company holds approximately 50 U.S. and 70
foreign patents relating to the delivery of drugs across the skin
using an electronically controlled "smart patch" device with
electric current.

According to the Company's 2009 annual report on Form 10-K, Amper,
Politziner & Mattia, LLP, in Edison, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring losses and is dependent upon obtaining sufficient
additional financing to fund operations and has not been able to
meet all of its obligations as they become due.

The Company's balance sheet at Sept. 30, 2010, showed
$3.62 million in total assets, $19.12 million in total
liabilities, and a stockholders' deficit of $15.49 million.


WASHINGTON MUTUAL: Judge Won't Issue Confirmation Ruling This Year
------------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that there will be no
$7 billion payday for creditors of Washington Mutual Inc. this
year, Judge Mary F. Walrath said in a terse note filed Monday
on the court docket.  The plan confirmation trial concluded
December 7.

Reuters Legal reports that the settlement requires court approval
by Dec. 31 but Judge Walrath said the court could not meet that
deadline.  She ordered the parties to advise her by Dec. 29 if
they would extend the deadline for her opinion to Jan. 31.

Reuters Legal says JPMorgan and Washington Mutual declined to
comment.  The FDIC did not immediately return a call for comment.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WASHINGTON MUTUAL: Documents to Remain Confidential
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the judge presiding over the reorganization of
Washington Mutual Inc. ruled at a hearing on Dec. 17 that she
won't allow public disclosure of confidential information she was
given in the course of deciding whether to appointment an
examiner.  The bankruptcy judge, Mary F. Walrath, is deciding
whether to sign a confirmation order and approve the Chapter 11
plan.  The confirmation trial concluded Dec. 7.  If confirmed and
implemented, the plan will distribute more than $7 billion to
creditors.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JP Morgan Chase, which
acquired WaMu's assets prior to the Petition Date.


Z TRIM: Sells Pref. Stock, Warrants to Brightline for $2.3MM
------------------------------------------------------------
Z Trim Holdings Inc. said that between November 19 and December 7,
2010, it entered into a private placement subscription agreement
with Brightline Ventures I LLC pursuant to which it sold 230.63
units consisting of Preferred Stock and warrants, for an aggregate
offering price of $2,306,306.

Each of the units consists of 2,000 shares of the Series I 8%
Convertible Preferred Stock at an Original Issue Price of $5.00
per share, with rights to:

     i) a dividend which accrues cumulatively on a daily basis at
        the rate of 8% per annum of the Original Issue Price
        payable in shares of the Common Stock;

    ii) conversion into such a number of shares of Common Stock
        determined by dividing the Original Issue Price by the
        Conversion Price, initially, $1.00;

   iii) a liquidation preference equal to the sum of the Original
        Issue Price and an amount equal to 8% of the Original
        Issue Price for each 12 months that passed since the date
        of issuance of any of the Preferred Stock; and

    iv) mandatory redemption, by the Company, 24 months from the
        date of issuance of the Preferred Stock at a redemption
        price equal to the Original Issue Price plus any accrued
        but unpaid dividends.

The dividend component on liquidation and redemption is payable
in shares of the Common Stock of the Company.  Payment of the
dividend, mandatory redemption and any provisions requiring
payment on the Preferred Stock are deferred until the 2008 Notes
due in 2010 and the 2009 Notes due in 2011 and 2012 are paid in
full.  Such deferral, even if the maturity dates on the Notes are
extended, will not constitute a default under the Preferred Stock
terms.  The Preferred Stock terms may be amended by the Company
and  the consent of the holders of the majority of the outstanding
shares and such majority may also waive an adjustment to the
Conversion Price.

The Preferred Stock is convertible into a total of 2,306,306
shares of Common Stock.  Brightline also received one five-year
warrant for each Unit purchased, to purchase 15,000 shares of
Common Stock per unit with an exercise price of $1.50 per share.
The total warrants issued to the investor were 3,459,459.  Current
Z Trim Director Edward Smith, III,  is a managing partner of
Brightline Capital Management, LLC, which is the investment
manager of Brightline Ventures I, LLC.

Steve Cohen, president of the Company said, "We continue to
negotiate a registration rights agreement with Brightline pursuant
to which we will agree to file with the Securities and Exchange
Commission a registration statement covering the resale of the
Common Stock underlying the Preferred Stock and Warrants."

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

The Company's balance sheet as of June 30, 2010, showed
$4.4 million in total assets, $14.8 million in total liabilities,
and a stockholders' deficit of $10.4 million.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, 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 requires additional
financing to continue in operation.

The Company discloses in its latest 10-Q that it does not expect
or anticipate that its concerns over its ability to continue as a
going concern will have any impact on its ability to raise capital
from internal and external sources.


ZALE CORP: All 7 Elected Directors; E&Y Ratified Accountant
-----------------------------------------------------------
On December 3, 2010, Zale Corporation held its annual meeting of
stockholders.  The following matters were voted upon and the
results of the voting were as follows:

   * A proposal to elect seven directors for terms that will
     expire at the 2011 annual meeting of stockholders.  All the
     nominees were elected to serve as directors:

         -- Yuval Braverman
         -- Kenneth B. Gilman
         -- Stefan L. Kaluzny
         -- Theo Killion
         -- John B. Lowe, Jr.
         -- Peter Morrow
         -- Charles M. Sonsteby

   * A proposal to approve an amendment to the Zale Corporation
     Non-Employee Director Equity Compensation Plan to increase
     the number of shares reserved for issuance under the plan by
     250,000 shares.  The proposal was approved.

   * To ratify the appointment of Ernst & Young LLP as the
     Company's independent registered public accounting firm for
     the fiscal year ending July 31, 2011.  The proposal was
     approved.

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at www.zales.com, www.zalesoutlet.com,
www.gordonsjewelers.com and www.pagoda.com.

The Company's balance sheet at Oct. 31, 2010, showed $1.28 billion
in total assets, $438.51 million in total current liabilities,
$450.45 million in long-term debt, $176.31 million in other
liabilities, and stockholders' investment of $213.06 million.

Zale reported a net loss of $93.67 million on $1.62 billion of
revenues for the year ended July 31, 2010, compared with a net
loss of $166.35 million on $1.78 billion of revenues for the same
period a year ago.

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


ZALE CORP: Reports $97.9-Mil. Net Loss in Oct. 31 Quarter
---------------------------------------------------------
Zale Corporation filed its quarterly report on Form 10-Q with the
Securities and Exchange Commission, reporting a net loss of $97.88
million on $327.04 million of revenue for three months ended Oct.
31, 2010, compared with a net loss of $59.71 million on $329.21
million of revenue for three months ended Oct. 31, 2009.

The Company's balance sheet at Oct. 31, 2010, showed $1.28 billion
in total assets, $438.51 million in total current liabilities,
$450.45 million in long-term debt, $176.31 million in other
liabilities, and total stockholders' investment of
$213.06 million.

A full-text copy of the earnings release is available for free at
http://ResearchArchives.com/t/s?7015

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?70d1

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at www.zales.com, www.zalesoutlet.com,
www.gordonsjewelers.com and www.pagoda.com.

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


ZIMMERMAN TRUCKING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Zimmerman Trucking and Excavating Inc
        4603 Hedge Road
        Roxana, IL 62084

Bankruptcy Case No.: 10-33221

Chapter 11 Petition Date: December 17, 2010

Court: U.S. Bankruptcy Court
       Southern District of Illinois (East St Louis)

Judge: Laura K. Grandy

Debtor's Counsel: Robert G. Lathram, Esq.
                  LATHRAM AND HERBERT LLP
                  203 W. Main Street
                  Collinsville, IL 62234
                  Tel: (618) 345-4600
                  Fax: (618) 345-4603
                  E-mail: glathram@bankruptcylawyers-metroeast.com

Scheduled Assets: $263,731

Scheduled Debts: $2,400,992

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilsb10-33221.pdf

The petition was signed by Donna Zimmerman, president.


ZIONS BANCORPORATION: Fitch Cuts Preferred Stock Rating to 'BB'
---------------------------------------------------------------
Fitch Ratings has downgraded the ratings for Zions Bancorporation
and its subsidiary banks, including their long- and short-term
Issuer Default Rating to 'BBB-/F3', from 'BBB/F2'.  The Rating
Outlook is Stable.

Fitch's downgrade of ZION's ratings reflects the company's
continued operating losses, still relatively high levels of non-
performing assets, and lower levels of tangible capital than some
peers.  Since the fourth quarter of 2008 ZION has reported net
losses due to high provision expense, impairment losses on its
trust-preferred collateralized debt portfolio, and high non-cash
amortization expenses due to its debt-for-equity conversions.  In
addition, ZION's pre-tax pre-provision net revenue has moderately
declined over the last two years, as a declining loan portfolio
and weaker investment earnings have been unable to offset credit
losses.  In addition, while Fitch notes that ZION's level of
problem assets have declined, given that they still remain
elevated at 6.93% of total loans plus real estate owned, Fitch
expects the company to continue to post another net loss in the
fourth quarter.

ZION's tangible common capital ratio of 7.03% as of Sept. 30,
2010, resides below that of many peers, and over the last few
quarters ZION has raised capital each quarter to offset its net
losses, and thereby top-up its capital ratios.  Fitch views this
approach to managing capital as somewhat aggressive, particularly
considering ZION's relatively weaker credit profile and large
concentration of commercial real estate loans.  As of Sept. 30,
2010, more than 30% of ZION's loan portfolio was CRE related, not
including its owner-occupied portfolio.  Including this portfolio
pushes ZION's CRE exposure up to approximately 50% of its loan
portfolio.  Given that ZION operates in some of the Western and
Southwestern markets that have experienced the most significant
declines in real estate values, and that CRE losses tend to lag an
economic cycle, Fitch believes there is the potential for
additional CRE losses from ZION's portfolio should economic
conditions in the company's core markets not improve.  As of
Sept. 30, 2010, 7.85% of the loans in ZION's stated CRE portfolio
were still in non-accrual status, though Fitch notes the company
has seen some improvement in a couple of its markets.  While to
date ZION has been able to successfully access capital markets as
necessary, its more measured approach to raising capital runs the
risk that capital markets could tighten, as they did in late 2008,
driving up both the cost and availability of additional capital,
should it be necessary.

Fitch views ZION's recent total return swap with Deutsche Bank
covering the credit risk of ZION's CDO portfolio as a modest
positive for the company.  The TRS ensures timely payment of
interest and principal payments on the CDO portfolio, thereby
substituting Deutsche Bank's credit for the underlying credit of
the CDO portfolio for a cost of approximately $20 million per
year.  The TRS gives ZION relief on its risk-weighted assets, and
therefore regulatory capital ratios; however, since the TRS does
not qualify for hedge accounting, ZION is still subject to
impairment charges on the CDO portfolio, which could still
negatively impact the denominator of tangible capital ratios.

Fitch's Outlook revision to Stable incorporates the view that
while ZION will remain challenged in addressing its legacy credit
quality issues, it will return to a level of sustained core
profitability over the near term.  Fitch views ZION's ratings to
be at the lower end of their potential range, due to the
aforementioned capital and CRE issues.  Over time, ratings could
be favorably affected with the company's eventual return to
profitability for a sustained number of consecutive quarters,
commitment to operate at higher levels of tangible capital, an
overall improvement in asset quality metrics, as well as the
eventual repayment of its TARP investment.  Ratings could be
negatively affected if ZION is unable to generate sustainable core
profitability or if problem assets, in absolute terms, begin to
grow.

With $51 billion in assets, ZION operates eight separately branded
bank charters doing business in 10 western U.S. states.

Fitch has downgraded these ratings:

Zions Bancorporation

  -- Long-term IDR to 'BBB-' from 'BBB';
  -- Short-term IDR to 'F3' from 'F2';
  -- Commercial paper to 'F3' from 'F2';
  -- Senior unsecured debt to 'BBB-' from 'BBB'
  -- Subordinated debt to 'BB+' from 'BBB-';
  -- Preferred stock to 'BB' from 'BB+'.

Zions First National Bank
Amegy Bank, NA
California Bank & Trust
Nevada State Bank
National Bank of Arizona
Vectra Bank Colorado, NA
The Commerce Bank of Oregon
The Commerce Bank of Washington

  -- Long-term IDR to 'BBB-' from 'BBB';
  -- Long-term deposits to 'BBB' from 'BBB+';
  -- Short-term IDR to 'F3' from 'F2'.

Zions Institutional Capital Trust A

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

Fitch has affirmed these ratings:

Zions Bancorporation

  -- Individual at 'C';
  -- FDIC guaranteed long-term debt at 'AAA';
  -- FDIC guaranteed short-term debt at 'F1+';
  -- Support at '5';
  -- Support Floor at 'NF'.

Zions First National Bank
Amegy Bank, NA
California Bank & Trust
Nevada State Bank
National Bank of Arizona
Vectra Bank Colorado, NA
The Commerce Bank of Oregon
The Commerce Bank of Washington

  -- Individual at 'C';
  -- Short-term deposits at 'F2';
  -- Support at '5';
  -- Support Floor at 'NF'.

The Rating Outlook is Stable.


* Re-filing of Defective Plan Justifies $13,000 Sanction
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Freda Wolfson wrote in a
Dec. 16 opinion not to be published officially that a lawyer was
properly sanctioned almost $13,000 for filing an amended Chapter
13 plan that the bankruptcy judge previously found defective.

Mr. Rochelle relates that a bankruptcy judge refused confirmation
of a plan that relies on buying out his ex's interest in a
property, ruling that the Chapter 13 debtor was prohibited from
undoing the state court order requiring sale.  After the
bankrupt's lawyer filed a revised plan again containing a
provision to buy out the woman, the bankruptcy judge again denied
confirmation and sanctioned the lawyer almost $13,000.  On appeal,
Judge Wolfson said the Rooker-Feldman doctrine precluded filing a
plan where the woman would be treated as a creditor as opposed to
an owner with the right of sale directed by the state court.
Judge Wolfson said that filing the plan a second time with the
offending provision was "sufficiently egregious" to warrant
sanctions.

The case is Dahlgren v. Palone (In re Dahlgren), 10-1988,
U.S. District Court, District of New Jersey (Trenton).


* Business Bankruptcies Are on Pace for First Decline Since 2006
----------------------------------------------------------------
The total number of businesses declaring bankruptcy is on pace to
decline in 2010 for the first time in four years, as fewer
companies sought court protection from their creditors in November
compared to the prior month, Dow Jones' Small Cap reports.


* 'Vultures' Give U.S. 'B' Grade for Distressed-Debt Investments
----------------------------------------------------------------
The credit crisis made Uncle Sam the largest distressed-debt
investor in financial history, as the government piled into a $388
billion patchwork portfolio of U.S. banks, insurers, car
companies, and even a fast-food franchise, Dow Jones' Small Cap
reports.


* Thompson Hine Names Seven New Partners
----------------------------------------
Thompson Hine LLP has elected seven lawyers to the firm's
partnership effective January 1, 2011.  "We are pleased to welcome
these outstanding lawyers to the firm's partnership in recognition
of their leadership and commitment to providing the highest level
of service to our clients," says managing partner David Hooker.

One of the new new partners is Jennifer L. Maffett, a member of
the firm's Business Restructuring, Creditors' Rights & Bankruptcy
group in the Dayton office.  Ms. Maffett focuses her practice on
the restructuring and workout of nonperforming loans; creditors'
rights and remedies under the Bankruptcy Code, Uniform Commercial
Code and other state law; and representing corporate debtors and
other parties in bankruptcy reorganizations.  Maffett received her
J.D., summa cum laude, and her B.A., summa cum laude, from the
University of Dayton. She is admitted to practice in Ohio.

Five of the seven new partners are women, reflecting Thompson
Hine's strong commitment to diversity and the professional growth
of its women lawyers through its Diversity & Inclusion Initiative
and its women's initiative, Spotlight on Women(R).

Other new partners are:

  * Roger H. Bora, a member of the firm's Intellectual Property
    group in the Dayton office.

  * John D. Cottingham, a member of the firm's Corporate
    Transactions & Securities group in the Cincinnati office,

  * Sarah C. Flannery, a member of the firm's Labor & Employment
    group in the Cleveland office.

  * Mildred Quinones-Holmes, a member of the firm's Commercial &
    Public Finance group in the New York office, focuses her
    practice on corporate trust matters.

  * Amie L. Vanover, a member of the Personal & Succession
    Planning group in the Columbus office.

  * Kim Wilcoxon, a member of the Employee Benefits & Executive
    Compensation group in the Cincinnati and Dayton offices.

                       About Thompson Hine

Established in 1911, Thompson Hine is a business law firm
dedicated to providing superior client service.  The firm has been
named one of the top two law firms in the country for client
service and the only firm ranked in the top tier for "Provides
Value for the Dollar," according to the 2011 BTI Client Service A-
Team: Survey of Law Firm Client Service Performance.  With
approximately 400 lawyers, Thompson Hine serves premier businesses
worldwide.  The firm has offices in Atlanta, Cincinnati,
Cleveland, Columbus, Dayton, New York and Washington, D.C.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                       Total
                                            Total     Share-
                               Total      Working   Holders'
Company         Ticker        Assets     Capital     Equity
-------         ------        ------     -------   --------
ABRAXAS PETRO     AXAS US        178.1        (5.2)      (1.7)
ABSOLUTE SOFTWRE  ABT CN         124.2        (6.0)      (6.2)
ACCO BRANDS CORP  ABD US       1,097.3       261.9      (97.3)
AEGERION PHARMAC  AEGR US          2.9       (29.5)     (27.3)
ALASKA COMM SYS   ALSK US        624.8         2.6      (15.3)
AMER AXLE & MFG   AXL US       2,071.4        61.9     (469.1)
AMR CORP          AMR US      25,357.0    (2,102.0)  (3,643.0)
ARQULE INC        ARQL US         94.1        45.1       (9.7)
ARRAY BIOPHARMA   ARRY US        139.3        23.0     (125.2)
ARVINMERITOR INC  ARM US       2,879.0       331.0   (1,023.0)
AUTOZONE INC      AZO US       5,640.5      (584.3)    (817.2)
BLUEKNIGHT ENERG  BKEP US        296.0      (427.8)    (152.8)
BOARDWALK REAL E  BOWFF US     2,343.6         -       (100.8)
BOARDWALK REAL E  BEI-U CN     2,343.6         -       (100.8)
BOSTON PIZZA R-U  BPF-U CN       111.3         5.0     (116.3)
BRAVO BRIO RESTA  BBRG US        162.8       (28.9)     (61.5)
CABLEVISION SY-A  CVC US       7,501.6      (157.7)  (6,222.8)
CAMPUS CREST COM  CCG US         327.5         -        (60.7)
CC MEDIA-A        CCMO US     17,393.5     1,410.4   (7,219.6)
CENTENNIAL COMM   CYCL US      1,480.9       (52.1)    (925.9)
CENVEO INC        CVO US       1,393.6       220.0     (332.5)
CHENIERE ENERGY   CQP US       1,797.0        30.3     (521.9)
CHENIERE ENERGY   LNG US       2,616.5      (137.1)    (431.0)
CHOICE HOTELS     CHH US         403.3       (11.5)     (75.5)
CLEVELAND BIOLAB  CBLI US         11.9        (9.7)     (10.0)
COMMERCIAL VEHIC  CVGI US        289.3       114.0       (5.7)
COMPLETE GENOMIC  GNOM US         39.8       (20.9)      (0.6)
CONSUMERS' WATER  CWI-U CN       869.7         9.9     (263.6)
CUMULUS MEDIA-A   CMLS US        324.1        (2.5)    (349.3)
DENNY'S CORP      DENN US        312.7       (10.7)    (102.4)
DISH NETWORK-A    DISH US      9,292.9       733.1   (1,416.5)
DISH NETWORK-A    EOT GR       9,292.9       733.1   (1,416.5)
DOMINO'S PIZZA    DPZ US         425.7       104.1   (1,241.9)
DUN & BRADSTREET  DNB US       1,727.3      (612.4)    (717.4)
EASTMAN KODAK     EK US        6,929.0     1,406.0     (213.0)
EPICEPT CORP      EPCT SS          6.7        (1.1)     (14.2)
EXELIXIS INC      EXEL US        372.9       (11.8)    (217.6)
FORD MOTOR CO     F US       180,330.0   (18,558.0)  (1,740.0)
FORD MOTOR CO     F BB       180,330.0   (18,558.0)  (1,740.0)
GENCORP INC       GY US          981.8       150.8     (224.9)
GLG PARTNERS INC  GLG US         400.0       156.9     (285.6)
GLG PARTNERS-UTS  GLG/U US       400.0       156.9     (285.6)
GRAHAM PACKAGING  GRM US       2,840.3       259.1     (580.3)
HEALTHSOUTH CORP  HLS US       1,796.9       124.3     (394.9)
HICKS ACQUISITIO  HKACU US         0.8        (0.8)      (0.1)
HOVNANIAN ENT-A   HOV US       1,909.8     1,264.2     (207.4)
HOVNANIAN ENT-B   HOVVB US     1,909.8     1,264.2     (207.4)
IDENIX PHARM      IDIX US         63.1        24.0      (21.3)
INCYTE CORP       INCY US        464.6       305.0     (128.9)
INTERMUNE INC     ITMN US        143.9        10.2      (67.7)
IPCS INC          IPCS US        559.2        72.1      (33.0)
JAZZ PHARMACEUTI  JAZZ US        108.0       (13.3)      (0.8)
JUST ENERGY INCO  JE-U CN      1,834.1      (578.0)    (497.2)
KNOLOGY INC       KNOL US        658.7        53.5       (5.3)
LIGAND PHARM-B    LGNDD US       112.6        (1.4)      (1.1)
LIGHTING SCIENCE  LSCG US         60.0        28.3     (122.4)
LIN TV CORP-CL A  TVL US         782.4        21.2     (146.9)
LORILLARD INC     LO US        3,504.0     1,665.0      (38.0)
MAINSTREET EQUIT  MEQ CN         399.4         -         (8.6)
MANNKIND CORP     MNKD US        305.1        76.5     (181.4)
MEAD JOHNSON      MJN US       2,217.6       414.5     (415.7)
MOODY'S CORP      MCO US       2,348.2       508.8     (297.6)
MORGANS HOTEL GR  MHGC US        759.1        47.0      (42.1)
NATIONAL CINEMED  NCMI US        836.1        40.5     (340.8)
NAVISTAR INTL     NAV US       9,418.0     2,011.0   (1,040.0)
NEWCASTLE INVT C  NCT US       3,760.1         -       (591.2)
NEXSTAR BROADC-A  NXST US        607.6        31.2     (189.9)
NORTH AMERICAN G  NMGL US          0.0        (0.1)      (0.1)
NPS PHARM INC     NPSP US        228.8       147.8     (149.8)
OTELCO INC-IDS    OTT US         331.6        27.5       (3.5)
OTELCO INC-IDS    OTT-U CN       331.6        27.5       (3.5)
PALM INC          PALM US      1,007.2       141.7       (6.2)
PDL BIOPHARMA IN  PDLI US        257.5        26.1     (304.5)
PETROALGAE INC    PALG US          5.9        (8.2)     (51.6)
PHARMATHENE INC   PIP US          21.6       (17.7)     (11.4)
PLAYBOY ENTERP-A  PLA/A US       165.8       (16.9)     (54.4)
PLAYBOY ENTERP-B  PLA US         165.8       (16.9)     (54.4)
PRIMEDIA INC      PRM US         215.5        (5.8)     (97.8)
PRIMO WATER CORP  PRMW US         29.0       (29.4)      (9.6)
PROTECTION ONE    PONE US        562.9        (7.6)     (61.8)
QUALITY DISTRIBU  QLTY US        284.3        26.9     (132.9)
QUANTUM CORP      QTM US         459.6       127.8      (83.7)
QWEST COMMUNICAT  Q US        18,959.0    (1,163.0)  (1,425.0)
REGAL ENTERTAI-A  RGC US       2,670.3       114.1     (267.3)
REVLON INC-A      REV US         794.8        86.9     (991.8)
RSC HOLDINGS INC  RRR US       2,736.4      (175.7)     (37.5)
RURAL/METRO CORP  RURL US        293.7        46.4      (95.1)
SALLY BEAUTY HOL  SBH US       1,589.4       387.1     (460.3)
SEALY CORP        ZZ US          964.9       161.4      (95.4)
SINCLAIR BROAD-A  SBGI US      1,536.2        37.8     (156.0)
SINCLAIR BROAD-A  SBTA GR      1,536.2        37.8     (156.0)
SMART TECHNOL-A   SMA CN         559.1       201.9      (63.2)
SMART TECHNOL-A   SMT US         559.1       201.9      (63.2)
SPECTRAL CAPITAL  FCCN US          0.0        (0.0)      (0.0)
STEREOTAXIS INC   STXS US         47.5        (6.2)      (5.3)
SUN COMMUNITIES   SUI US       1,164.1         -       (131.0)
SYNERGY PHARMACE  SGYP US          2.7        (2.3)      (1.8)
TAUBMAN CENTERS   TCO US       2,529.7         -       (541.1)
TEAM HEALTH HOLD  TMH US         886.9         4.7      (18.2)
THERAVANCE        THRX US        212.6       161.1     (141.1)
UNI-PIXEL INC     UNXLD US         1.3        (3.0)      (2.9)
UNISYS CORP       UIS US       2,840.1       472.1   (1,034.2)
UNITED CONTINENT  UAL US           -      (1,186.0)  (2,206.0)
UNITED RENTALS    URI US       3,744.0       188.0      (15.0)
VECTOR GROUP LTD  VGR US         859.0       245.3      (37.7)
VENOCO INC        VQ US          766.2        20.4      (94.8)
VIRGIN MOBILE-A   VM US          307.4      (138.3)    (244.2)
WARNER MUSIC GRO  WMG US       3,779.0      (592.0)    (211.0)
WEIGHT WATCHERS   WTW US       1,103.1      (377.9)    (708.2)
WORLD COLOR PRES  WC CN        2,641.5       479.2   (1,735.9)
WORLD COLOR PRES  WCPSF US     2,641.5       479.2   (1,735.9)
WORLD COLOR PRES  WC/U CN      2,641.5       479.2   (1,735.9)
WR GRACE & CO     GRA US       4,209.6     1,333.7     (175.1)
YRC WORLDWIDE IN  YRCW US      2,673.1      (288.2)    (121.7)
ZOGENIX INC       ZGNX US         55.0        (0.9)     (34.5)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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