TCR_Public/101222.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, December 22, 2010, Vol. 14, No. 354

                            Headlines

A-JVP1 LLC: Prepackaged Plan of Reorganization Wins Court OK
A-SWDE1 LLC: Prepackaged Reorganization Plan Wins Court Approval
ADVANTA CORP: To Present Plan for Confirmation on Feb. 10
AFFINITY GROUP: S&P Assigns 'B-' Rating to $333 Mil. Notes
ALL AMERICAN: Amends 3rd Qtr. Form 10-Q to Add Disclosures

ALLEN CAPITAL: Purchaser Commitment Woes Delay Plan Process
ALLEN CAPITAL: Wants Plan Solicitation Exclusivity Until Jan. 31
ALLSTAR ELECTRIC: Voluntary Chapter 11 Case Summary
AMERICAN APPAREL: D. Charney Hikes Equity Stake to 51.8%
AMTRUST FINANCIAL: Settlement Deal With JDJ Reno Approved

ARROW AIR: Wins Confirmation of Chapter 11 Plan
BBB ACQUISITION: Disclosure Statement Hearing on January 11
BERNARD L MADOFF: Former Staff Bongiorno Reports to Fla. Jail
BERRY PLASTICS: Incurs $68 Million Net Loss in FY2010
BIOFUEL ENERGY: To Distribute Subscription Rights to Stockholders

BLOCKBUSTER INC: Proposes Ernst & Young as Auditors
BLOCKBUSTER INC: Proposes PwC as Independent Auditors
BLOCKBUSTER INC: Williams-Moore Wants to Pursue State Suit
BLOCKBUSTER INC: To Close 182 Stores by End of 1st Quarter
CALIFORNIA COASTAL: Files Consensual Plan of Reorganization

CAPRIUS INC: Knight Equity Discloses 17.14% Equity Stake
CARBON RESOURCES: Section 341(a) Meeting Scheduled for Jan. 6
CATALENT PHARMA: Moody's Affirms 'B2' Corporate Family Rating
CENTRAL FALLS, RI: May Face Ch. 9 If Annexation Not Implemented
CHRYSLER FINANCIAL: Acquired by TD Bank in $6.3 Billion Deal

CIENA CAPITAL: Settles Fraud Suit Over SBA Loans for $26 Million
CINRAM INTERNATIONAL: Moody's Cuts Corp. Family Rating to 'Caa2'
CITADEL BROADCASTING: Should Consider Merger Bid, R2 Says
CLEARWIRE CORP: Sprint Nextel Discloses 68.6% Equity Stake
CLST HOLDINGS: Civil Lawsuit Filed Against Directors Settled

CMQ RESOURCES: Has Funding and Forbearance Deal With Matco
CMQ RESOURCES: To Raise C$5 Million in Rights Offering
COMFORCE CORP: Amends Merger Deal to Settle Class Suits
CONSOLIDATED HORTICULTURE: Wins Final OK for Loan, Auction
CORPORATE WOODS: Taps Garten & Wanek as Bankruptcy Counsel

CORPORATE WOODS: Files Schedules of Assets and Liabilities
CORPORATE WOODS: Section 341(a) Meeting Scheduled for January 4
COYOTES HOCKEY: Glendale Okays $197MM Package to Keep Team
CRYSTAL CATHEDRAL: Won't Stage "Glory of Christmas" Pageant
CYNERGY DATA: Files Joint Chapter 11 Plan Along With Dymas Funding

DAVID DUNNE: U.S. Trustee Unable to Form Creditors Committee
DETROIT TUBULAR: Case Summary & 20 Largest Unsecured Creditors
DOLLAR THRIFTY: S&P Raises Corporate Credit Rating to 'B'
DOWNEY REGIONAL: Deferred Compensation Plans Were Estate Assets
DOZER ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors

DUBAI INT'L CAPITAL: To Restructure $2.5 Billion of Debt
E*TRADE FINANCIAL: Sr. VP Audette Promoted to Chief Fin'l Officer
EASTERN LIVESTOCK: Creditors Get Interim Trustee to Take Over
EASTERN LIVESTOCK: Receiver Can Remain Until Trustee Appointment
EVERGREEN SOLAR: Needs to Sweeten Debt Swap Bid, Analysts Say

FIRSTGOLD CORP: Canarc Successful Bidder for Mine Assets
FISH & FISHER: Accountant's Sale of Claim Doesn't Meet Sec. 327
FISHERMAN'S WHARF: Files Amended Plan of Reorganization
FONTAINEBLEAU LV: $20 Million in Claims Change Hands Oct.-Nov.
FONTAINEBLEAU LV: Ch. 7 Trustee Wants Reimbursement of Expenses

FONTAINEBLEAU LV: Trustee Proposes Genevose as Special Counsel
GABLES MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
GARRISON INVESTMENT: Seeks Bankruptcy for Four Va. Properties
GENERAL MARITIME: Moody's Cuts Corporate Family Rating to 'B3'
GENERAL MOTORS: Administrative Claims Bar Date Set for Feb. 14

GENERAL MOTORS: Hearing on Asbestos Liability in March
GENERAL MOTORS: Old GM Settles Environmental Claims for $28 Mil.
GENERAL MOTORS: Proposes Protocol for Foreign Claims Objections
GLOBAL ENTERTAINMENT: Has Deal for $2MM Loan from Boston Pizza
GRANT FOREST: Ainsworth to Acquire Remaining Interest in Footner

GREAT ATLANTIC & PACIFIC: Has Interim OK to Keep Customer Programs
GREAT ATLANTIC & PACIFIC: Schedules Deadline Extended to Jan. 11
GREAT ATLANTIC & PACIFIC: Wins Interim OK to Pay Lien Claims
GREEN MOUNTAIN: Moody's Assigns 'Ba3' Corporate Family Rating
GREENWOOD RACING: S&P Gives Positive Outlook, Affirms 'BB-' Rating

GREGORY CARLING: Case Summary & 10 Largest Unsecured Creditors
HAMTRAMCK, MI: Faces Liquidity Crunch as Soon as March 2011
HARBORWALK LP: Plan of Reorganization Gets Court Approval
HAWKS PRAIRIE: Court Approves Portions of HomeStreet Accord
HEMIWEDGE INDUSTRIES: Terminates Registration of Common Stock

HERTZ GLOBAL: S&P Raises Corporate Credit Rating to 'B+'
HIGHQ BPO: Court Approves Trustee's Motion to Substitute
HIT ENTERTAINMENT: Cut by Moody's to 'Caa1' on Maturities
HORSEHEAD INDUSTRIES: Confirmation Hearing Continued until Feb. 3
HOUGHTON INTERNATIONAL: S&P Assigns 'B' Corporate Credit Rating

HOVENSA LLC: Fitch Downgrades Ratings on Senior Debt to 'BB+'
HOVENSA LLC: S&P Downgrades Rating on $400 Mil. Loan to 'BB-'
IDEAL ELECTRICAL: Court Affirms Denial of Foster Severance Claim
INGLES MARKETS: Moody's Reviews 'Ba3' Corporate Family Rating
ION MEDIA: Lender Lashes Out Request to Close Ch. 11

INSIGHT HEALTH: Court Approves Stock Trading Restrictions
IRA PODLOFSKY: Case Summary & 20 Largest Unsecured Creditors
IRON MOUNTAIN: Moody's Raises Corporate Family Rating to 'Ba3'
JACKSON HEWITT: Amends Credit Agreement With Wells Fargo
JACQUELINE JOCELYN: Case Summary & 17 Largest Unsecured Creditors

JOSEPH MCGIVNEY: Section 341(a) Meeting Scheduled for Jan. 20
JOSEPH JUNKOVIC: Case Summary & 20 Largest Unsecured Creditors
JULIET HOMES: Ch. 7 Trustees Get Green Light to Amend Suit
KL ENERGY: Consummate Financing With Several Investors
LA JOLLA PHARMACEUTICAL: B. Liang Owns No Securities

LATOYA GAY: Case Summary & 20 Largest Unsecured Creditors
LEHMAN BROTHERS: Gets Approval to Assign Swap Agreements to SwapCo
LEHMAN BROTHERS: LBPF Deal With Madison, et al., Approved
LEHMAN BROTHERS: Receives Approval of Heritage Fields Settlement
LEHMAN BROTHERS: Wins Approval to Terminate Derivatives Contracts

LEHMAN BROTHERS: NY Atty. Gen. Sues E&Y for Aiding Fin'l Fraud
LIONS GATE: Shareholders Elect 17 Director-Nominees
LOCATION BASED TECH: Recurring Losses Prompt Going Concern Doubt
LNR PROPERTY: S&P Gives Developing Outlook, Affirms 'B-' Rating
MAFCO WORLDWIDE: S&P Withdraws 'B+' Corporate Credit Rating

MARIA JUNKOVIC: Case Summary & Largest Unsecured Creditor
MARRET ASSET: Lenders Extend Forbearance Until December 2011
MASSEY ENERGY: Board Weighing Bids From Potential Buyers
MCCLATCHY COMPANY: Loan Amendment Won't Affect Moody's Caa1 Rating
MESA AIR: Maricopa Still Objects to Plan Confirmation

MESA AIR: Plan Solicitation Exclusivity Extended Until May 2
MESA AIR: Settles U.S. Bank, et al., Aircraft Claims
METROPOLITAN 885: Files Income and Expense Projection
MGM RESORTS: Dubai World Discloses 5.3% Equity Stake
MORGANS HOTEL: Extends CEO Fred Kleisner Contract Until March

MT. JORDAN: Taps Parsons Kinghorn as Bankruptcy Counsel
MT. JORDAN: Section 341(a) Meeting Scheduled for Jan. 11
MULTI-PLASTICS INC: Taps Wallace Vazquez as Bankruptcy Counsel
NAVISTAR INT'L: OppenheimerFunds Discloses 4.71% Equity Stake
NEWPAGE CORP: Charles Long Resigns From Board of Directors

NON-INVASIVE MONITORING: Posts $354,000 Net Loss in Oct. 31 Qtr.
ORLEANS HOMEBUILDERS: S&P Assigns 'B-' Rating to $125 Mil. Loan
OTC HOLDINGS: Intertek Testing Resigns from Creditors Committee
OTC HOLDINGS: Plan of Reorganization Wins Court Approval
PACIFIC ENERGY: Revised Liquidation Plan Confirmed

PALM HARBOR: Centerbridge-Sankaty Venture May Bid for Assets
PORTER'S POINT: Section 341(a) Meeting Scheduled for Jan. 11
PORTER'S POINT: Taps McKay Burton as Bankruptcy Counsel
PRIUM MEEKER: Court Convenes Plan Confirmation Hearing
RAYMOND FARMER: Court Denies Approval of Disclosure Statement

REFCO INC: Court Won't Dismiss Lawsuit vs. Cantor Index
REFCO INC: Grant Thornton Claims vs. RCM Resolved
REFCO INC: LLC Trustee Wants Fimat Int'l Claim Expunged
RHI ENTERTAINMENT: Attiva Capital Owns 4.04% of Common Stock
RITE AID: Extends Offer for 8% Senior Secured Notes Due 2020

RIVER WEST: Court to Consider BofA's Cash Use on December 22
RJLL CORP: Case Summary & 20 Largest Unsecured Creditors
ROCKWOOD SPECIALTIES: Moody's Raises Corp. Family Rating to 'Ba3'
SANSWIRE CORP: Settles With SEC to Resolve Globetel Lawsuit
SHANE CO: Emerges From Chapter 11 Reorganization

SHANNON HEALTH: Moody's Affirms 'Ba1' Rating to $14.6 Mil. Bonds
SINIS & SINIS: Case Summary & 5 Largest Unsecured Creditors
SKY LOFTS: Taps David Carlebach as Bankruptcy Counsel
SKY LOFTS: Section 341(a) Meeting Scheduled for Jan. 10
SOLAR ENERTECH: Recurring Losses Prompt Going Concern Doubt

STANFORD REGENCY: Court Dismisses Debtor's Chapter 11 Case
STARPOINTE ADERRA: Plan Confirmation Hearing Set for February 7
STEPHANIE SERPA: Asks for Court's Nod to Use Cash Collateral
STERLING MINING: Files Amended Schedule of Assets and Liabilities
STRATEGIC AMERICAN: Posts $1.4 Million Net Loss in October 31 Qtr.

SUNSET VILLAGE: Gets Court OK to Use Cash Collateral Until Dec. 31
SUPERMEDIA INC: S&P Cuts Corporate to 'SD' n Subpar Buybacks
TOM JUNKOVIC: Case Summary & 7 Largest Unsecured Creditors
UNIVAR INC: S&P Affirms Corporate Credit Rating at 'B'
U.S. AEROSPACE: Posts $11.5 Million Net Loss in September 30 Qtr.

VERSACOLD INTERNATIONAL: Moody's Withdraws B3 Corp. Family Rating
VERTIS HOLDINGS: Consummates Prepackaged Chapter 11 Plan
VERTIS HOLDINGS: GE Capital is Admin. Agent for Credit Facilities
VITRO SAB: Noteholders Want Ch. 15 Case Transferred to Texas Court
VITRO SAB: New York Chapter 15 Case May Proceed Temporarily

WIKILOAN INC: Posts $1.3 Million Net Loss in October 31 Quarter
W.R. GRACE: Proponents Submit Sixth Set Of Plan Modifications
W.R. GRACE: Proposes Settlement of MASSDEP Claims
YRC WORLDWIDE: District Court Dismisses ABF Freight Lawsuit
ZUFFA LLC: S&P Raises Corporate Credit Rating to 'BB'

* Company Can Decline Hire Over Bankruptcy, 3rd Circ. Rules
* FDIC Sells 40% Stake in Failed Banks' CRE Loan Portfolios

* Upcoming Meetings, Conferences and Seminars

                            *********

A-JVP1 LLC: Prepackaged Plan of Reorganization Wins Court OK
------------------------------------------------------------
The Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada confirmed A-JVP1, LLC's prepackaged plan of
reorganization.  The judge approved the adequacy of the
information in the explanatory disclosure statement at the same
hearing.

JV Properties LLC, the non-debtor parent of the Debtor, is co-
proponent to the Plan, which was filed the same day A-JVP1 filed
for Chapter 11.

Under the Plan, holders of administrative claims will be paid in
full in cash on the effective date of the Plan or after allowance
of the claims.  Each holder of secured property tax claims will
receive a single cash payment equal to the tax claim plus accrued
postpetition interest at "the rate required by applicable non-
bankruptcy law."  Holders of $15.77 million notes issued by JV
Properties, and assumed by A-JVP1 prepetition, will receive 100%
of the Class A membership interests in the reorganized Debtor.
Holders of the existing membership interests in the Company will
receive Class B membership interests in the reorganized Debtor.

The reorganized Debtor will managed by LEHM, LLC, a Nevada limited
liability company to be established for the purpose of managing
the Debtor.  LEHM will, among other tings, improve the entitlement
and master planning status of the Debtor's property, and market
and sell the property.

A copy of the Plan is available for free at:

             http://bankrupt.com/misc/AJVP-1_plan.pdf
             http://bankrupt.com/misc/AJVP-1_plan2.pdf
             http://bankrupt.com/misc/AJVP-1_plan3.pdf

A copy of the Disclosure Statement is available for free at:

             http://bankrupt.com/misc/AJVP-1_ds.pdf
             http://bankrupt.com/misc/AJVP-1_ds2.pdf

JV Properties is represented by Roberto J. Kampfner, Esq., at
White & Case LLP.

                         About A-JVP1, LLC

Las Vegas, Nevada-based A-JVP1, LLC, sought Chapter 11 protection
on December 29, 2009 (Bankr. D. Nev. Case No. 09-34236).
Georganne W. Bradley, Esq., and Lauren A. Pena, Esq., at Kaempfer
Crowell Renshaw Grnauer & Fiorentino, in Las Vegas, Nevada,
represent the Debtor.  The Company disclosed $16,001,500 in assets
and $15,770,000 in liabilities as of the Chapter 11 filing.


A-SWDE1 LLC: Prepackaged Reorganization Plan Wins Court Approval
----------------------------------------------------------------
The Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada approved the Disclosure Statement and confirmed
A-SWDE1, LLC's prepackaged plan of reorganization.

Southwest Desert Equities LLC, the non-debtor parent of the
Debtor, is co-proponent to the Plan, which was filed the same day
A-SWDE1 filed for Chapter 11.

Under the Plan, holders of administrative claims will be paid in
full in cash on the effective date of the Plan or after allowance
of the claims.  Each holder of secured property tax claims will
receive a single cash payment equal to the tax claim plus accrued
postpetition interest at "the rate required by applicable non-
bankruptcy law."

Holders of the $9.83 million promissory note issued by Southwest
Desert, and assumed by the Debtor prepetition, will receive 100%
of the Class A membership interests in the reorganized Debtor.
Holders of the existing membership interests in the Company will
receive Class B membership interests in the reorganized Debtor.

The reorganized Debtor will managed by LEHM, LLC, a Nevada limited
liability company to be established for the purpose of managing
the Debtor.  LEHM will, among other tings, improve the entitlement
and master planning status of the Debtor's property, and market
and sell the property.

A copy of the Plan is available for free at:

            http://bankrupt.com/misc/A-SWDE1_plan.pdf
            http://bankrupt.com/misc/A-SWDE1_plan2.pdf
            http://bankrupt.com/misc/A-SWDE1_plan3.pdf

A copy of the disclosure statement is available for free at:

            http://bankrupt.com/misc/A-SWDE1_ds.pdf
            http://bankrupt.com/misc/A-SWDE1_ds2.pdf

Southwest Desert is represented by Roberto J. Kampfner, Esq., at
White & Case LLP.

                         About A-SWDE1, LLC

Las Vegas, Nevada-based A-SWDE1, LLC, sought Chapter 11 protection
on December 29, 2009 (Bankr. D. Nev. Case No. 09-34216).
Attorneys at Kaempfer Crowell Renshaw Grnauer & Fiorentino
represent the Debtor.  The Company disclosed $10,001,500 in assets
and $9,836,400 in liabilities as of the Chapter 11 filing.


ADVANTA CORP: To Present Plan for Confirmation on Feb. 10
---------------------------------------------------------
Advanta Corp. will seek approval of its Chapter 11 plan at a
confirmation hearing on Feb. 10 after Judge Kevin J. Carey
approved the disclosure statement on Dec. 17.

Advanta is now sending its plan to creditors for voting.  The
Official Committee of Unsecured Creditors, once opposed, is now
urging unsecured creditors to vote "yes," according to Bill
Rochelle, the bankruptcy columnist for Bloomberg News.  The
Creditors Committee previously said the Plan will depress
recoveries and opposed releases in favor of top managers for
conduct after the Chapter 11 filing in November 2009.

Mr. Rochelle relates that under Advanta's plan, holders of
$140.6 million in unsecured notes could be paid in full.  General
unsecured creditors, with as much as $180.6 million in claims,
could recover up to 71.3%.

The disclosure statement says the Company has $105.8 million cash.
Assets for distribution eventually are projected to $157.8 million
to $179.8 million.

According to BankruptcyData.com, Advanta's plan provides for the
creation of seven liquidating trusts.  Six trusts will liquidate
and distribute to creditors and equity holders most of the
Debtors' assets.  The seventh trust will hold stock of Advanta,
which will continue to own the stock of its Debtor-subsidiary,
ASC, and a non-Debtor subsidiary, ABHC, along with some cash and a
certain portion of Advanta's portfolio of business credit card
receivables.  Advanta, ASC and ABHC will also each continue to own
an interest in a certain credit card partnership -- Fleet Credit
Card Services, L.P., which may be impractical to liquidate due to
its tax attributes.  All other assets of Advanta, ASC and ABHC
will be transferred to the applicable liquidating trusts.

                       About Advanta Corp.

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

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

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


AFFINITY GROUP: S&P Assigns 'B-' Rating to $333 Mil. Notes
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned Ventura,
Calif.-based Affinity Group Inc.'s $333 million senior secured
notes due 2016 its 'B-' issue-level rating.  S&P also assigned
this debt a recovery rating of '4', indicating S&P's expectation
of average (30%-50%) recovery for lenders in the event of a
payment default.

In addition, S&P assigned a 'B-' corporate credit rating to
Affinity Group Inc., and withdrew its 'D' corporate credit rating
on Affinity Group Holding Inc. A portion of the proceeds of the
new notes were used, in conjunction with cash contributions from
Holding's parent, to repay in full $88 million of senior notes
that were outstanding at Holding.  Pro forma for the transaction,
S&P expects there is no debt outstanding at Holding.

"The 'B-'corporate credit rating on Affinity Group reflects that,
following the refinancing transaction, the company reduced
adjusted debt leverage by about 1x," said Standard & Poor's credit
analyst Ariel Silverberg, "will not have any meaningful near-term
debt maturities, and will generate some discretionary cash flow
(albeit minimal)." Still, credit measures will remain relatively
weak, as adjusted debt leverage will stay above 6x (S&P's
operating lease adjustment adds about a turn to leverage), and S&P
expects interest coverage to remain in the low- to mid-1x area
over the intermediate term.

The company used proceeds from the notes to repay its $144 million
term loan facility, $139 million of senior subordinated notes,
outstanding amounts under its Camping World asset-based lending
credit facility ($5.7 million outstanding at Sept. 30, 2010), and
for fees and expenses.  In addition, proceeds from the notes were
used, in conjunction with cash contributions from Holding's
parent, to repurchase Holding's $88 million senior notes.


ALL AMERICAN: Amends 3rd Qtr. Form 10-Q to Add Disclosures
----------------------------------------------------------
All American Group, Inc., formerly Coachmen Industries, Inc.,
filed amendment No. 1 to its quarterly report on Form 10-Q for the
purpose of, among other things, adding disclosure regarding the
merger agreement.

The Company announced on November 8, 2010 that it has agreed to be
acquired by affiliates of All American Group Holdings, LLC, which
is an affiliate of H.I.G. All American, LLC, in a merger that
would result in the Company's shareholders receiving $0.20 per
share in cash, and all shareholders receiving an interest in a
liquidating trust that will have a contingent right to receive
proceeds from the sale of the Company's specialty vehicle
business.

Upon closing of the merger, the specialty vehicle business will be
offered for sale.  The surviving corporation is not required to
sell the specialty vehicle business unless the net proceeds to the
surviving corporation are at least $12 million.  The Company can
make no assurance that this amount will be achieved or that there
will be a sale.  The sale of the specialty vehicle business will
be negotiated on behalf of the Company by a sale committee.  The
special committee of the Company's Board of Directors will appoint
two out of three members of the sale committee that will have the
authority to find a buyer for the specialty vehicle business and
negotiate the sale of such business.

The sale committee has nine months from the effective time of the
merger to execute a letter of intent with a potential buyer and
consummate the sale of the specialty vehicle business within 90
days thereafter.  The excess sale proceeds, if any, over $5
million will be deposited in the liquidating trust for
distribution to all former AAG shareholders pro rata (in addition
to the $0.20 per share to be paid to the non-HIG Shareholders in
connection with the closing of the merger).

                       Third Quarter Results

All American reported a net loss of $8.45 million on $16.69
million of net sales for the three months ended Sept. 30, 2010,
compared with a net loss of $ $3.89 million on $16.07 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$74.38 million in total assets, $40.95 million in total
liabilities, and stockholders' equity of $33.43 million.

A full-text copy of the Form 10-Q-A is available for free at
http://ResearchArchives.com/t/s?712d

                     About All American Group

Elkhart, Indiana-based All American Group, Inc., formerly Coachmen
Industries, Inc., (OTC:COHM.PK) says it is one of America's
premier systems-built construction companies under the ALL
AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN HOMES(R), and MOD-U-
KRAF(R) brands, as well as a manufacturer of specialty vehicles.

During the first quarter of 2010, the Company failed to meet
certain financial covenants of the credit agreement with H.I.G.
All American LLC.  H.I.G. did not declare the Company to be in
default of any covenant and on April 5, 2010, the Company and
H.I.G. entered into the First Amendment to the Loan Agreement.
H.I.G. waived specified Events of Default that had occurred under
the Loan Agreement dated October 27, 2009 between the Company and
H.I.G. prior to April 5, 2010.

McGladrey & Pullen LLP, in Elkhart, Indiana, expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The auditors noted that
Coachmen has suffered recurring losses from operations and
continues to operate in an industry where economic recovery has
been very slow.


ALLEN CAPITAL: Purchaser Commitment Woes Delay Plan Process
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
continued until January 24, 2011, at 1:30 p.m., the hearing to
consider the adequacy of the Disclosure Statement explaining Allen
Capital Partners LLC, et al.'s Plan of Reorganization.

The Debtors related that they are not certain they would be able
to have a sufficient commitment from the proposed purchaser for
its assets in order to file the sales motion within the period,
much less have sufficient time for the Court to be able to enter
an appropriate order, the Debtors need the requested delay in the
commencement of any hearing on confirmation of the Plan.

The Debtors 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 contemplates the
Debtors obtaining a combination of one or more term loans or
equity contributions totaling $30 million to $50 million as exit
financing, using some of those monies to obtain releases of
collateral which would then be pledged as security to support the
Exit Financing facility.  The remaining Exit Financing proceeds
will be used to pay the DIP loan, fund post-Effective Date
Operations, pay Chapter 11 expenses and provide certain cash outs
to certain small unsecured creditors willing to deeply discount
their claims for cash, provide an interest reserve and finance the
construction of certain improvements.  The Debtors are discussing
the financing with a number of potential sources, but do not
currently have a commitment.  Because the Debtors do not currently
know the precise collateral required by the lender or lenders the
final terms of the DLH Exit Financing may differ from what Debtors
are currently proposing.

The ACP Exit Financing will potentially be obtained by sale of a
portion of ACP's 100% ownership interest in LPKC, an entity which
holds an option from the BNSF railway to purchase land adjacent to
an intermodal in Kansas City or may take the form of a loan
secured by a junior interest in the various membership interests
held by ACP.  The Debtors anticipate ACP's non-bankrupt
subsidiaries may also be required to pledge assets to secure the
ACP Exit Financing.  Similar to the DLH Exit Financing, the
proceeds from the ACP Exit Financing will be used to pay the DIP
loans, pay Chapter 11 expenses and cash outs to unsecured ACP
creditors willing to discount claims for cash, and provide
interest and operating reserves.

In the event the Debtors are unable to obtain Exit Financing, the
Plan will be null and void in all respects, the Effective Date
will never occur and the Confirmation Order would be voided.

Under the Plan, Unsecured Allowed Claims against DLH total
approximately $11.6 million, including approximately $637,000 in
smaller claims (less than $ 125,000 each).

DLH proposes a cafeteria plan with options for Allowed Unsecured
Claims:

   A) 20 % in cash paid to each electing holder of an Allowed
      Claim of $125,000 or less or, the holder of any Allowed
      Claim that is willing to reduce its claim to $125,000.
      These claims are payable within 90 days after the Effective
      Date and will be funded from proceeds of the Exit Financing.

   B) Receive a Variable Pay Note in the principal amount of 50%
      of the electing holder's Allowed Claim, payable without
      interest from 75% of DLH Unsecured Net Proceeds.  If not
      previously paid, these notes will mature and be fully
      payable seven years from the Effective Date.

   C) Receive a Variable Pay Note in the principal amount of 100%
      of the electing holder's Allowed Claim payable from 25% of
      DLH Unsecured Net Proceeds, but only until the Option B
      notes are paid in full, and thereafter receiving all of the
      DLH Unsecured Net Proceeds.  If not previously paid, these
      notes will mature and be fully payable ten years from the
      Effective Date, with interest accruing at the federal
      judgment rate in effect on the Effective Date.  From
      September 27, 2010, to October 3, the federal judgment rate
      was 0.25%.

   D) An electing holder of an Allowed Unsecured Claim may convert
      its Allowed Claim to a Class B Preferred Callable Membership
      Interest with par value equal to the amount of the Allowed
      Claim.

For all remaining unsecured ACP creditors, ACP proposes a
cafeteria plan whose options will be:

   A) 20 % in cash paid to each holder of an Allowed Claim of
      $60,000 or less or which the holder is willing to reduce its
      claim to $60,000.  These claims will be payable within 90
      days after the Effective Date and will be funded from
      proceeds of the Exit Financing.

   B) Receive a Variable Pay Note in the principal amount of 50%
      of the electing holder's Allowed Claim, payable without
      interest from their pro rata share of 75% of ACP Unsecured
      Creditor Net Proceeds.  Unless previously paid, these notes
      mature seven years from the Effective Date.

   C) Receive a Variable Pay Note in the principal amount of 100%
      of the electing holder's Allowed Claim payable from 25% of
      ACP Unsecured Creditor Net Proceeds, but only until the
      Option B notes are paid in full, and thereafter receiving
      all of the ACP Unsecured Creditor Net Proceeds.  If not
      previously paid, these notes will mature and be fully
      payable ten years from the Effective Date, with interest
      accruing at the federal judgment rate on the Effective Date
      of the Plan.

   D) Class C Preferred Callable Preferred Membership Interests in
      DLH.

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

                         About Allen Capital

Allen Capital Partners LLC and subsidiary DLH Master Land Holding
LLC, are the developers of Dallas Logistics Hub, a 6,000-acre
multimodal logistics park 12 miles (19 kilometers) from downtown
Dallas.

Allen Capital Partners, LLC, dba The Allen Group, filed for
Chapter 11 bankruptcy protection on January 25, 2010 (Bankr. N.D.
Tex. Case No. 10-30562).  Mark MacDonald, Esq., at MacDonald +
MacDonald, P.C., represents the Debtor.  Lain, Faulkner & Co. is
the Debtor's financial advisor.  The Company disclosed
$220,325,201 in assets and $160,622,236 in liabilities as of the
Chapter 11 filing.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.

Another affiliate, Visalia, California-based Richard S. Allen,
Inc., filed for Chapter 11 bankruptcy protection on May 3, 2010
(Bankr. N.D. Texas Case No. 10-33211).  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, represent the Debtor.  The Company
estimated assets and debts at $50 million to $100 million.


ALLEN CAPITAL: Wants Plan Solicitation Exclusivity Until Jan. 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
moved the hearing until January 2011, to consider the request to
extend Allen Capital Partners, LLC, et al.'s exclusivity periods.
As stated in a docket entry, the hearing date will be disclosed
prior to the hearing.

Debtors DLH Master Land Holding, LLC, and Allen Capital Partners,
LLC, requested that their exclusive periods to solicit acceptances
of their proposed Plan of Reorganization be extended until
January 31.

Debtors Richard S. Allen and Richard S. Allen, Inc., requested for
an extension in their solicitation period until March 31, 2011.

Absent the extension, DLH and ACP's exclusive period is set to
expire on December 15, 2010.  Debtors Allen and RSAI's exclusive
period will also expire on December 31.

The Debtors need additional time:

   a) obtain or clarify exit financing;

   b) modify the existing plans to reflect comments and requests
      of various creditors and circulate that revised plans among
      the affected creditor groups for further input prior to
      filing;

   c) amend the proposed Disclosure Statements to reflect specific
      changes requested by the Official Creditors' Committee and
      others; and

   d) increase the likelihood of consensual plans.

In connection with the requested extension, Debtors DLH and ACP
have obtained an oral commitment with respect to the extension of
its postpetition financing facilities through March, 2011.

                         About Allen Capital

Allen Capital Partners LLC and subsidiary DLH Master Land Holding
LLC, are the developers of Dallas Logistics Hub, a 6,000-acre
multimodal logistics park 12 miles (19 kilometers) from downtown
Dallas.

Allen Capital Partners, LLC, dba The Allen Group, filed for
Chapter 11 bankruptcy protection on January 25, 2010 (Bankr. N.D.
Tex. Case No. 10-30562).  Mark MacDonald, Esq., at MacDonald +
MacDonald, P.C., represents the Debtor.  Lain, Faulkner & Co. is
the Debtor's financial advisor.  The Company disclosed
$220,325,201 in assets and $160,622,236 in liabilities as of the
Chapter 11 filing.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.

Another affiliate, Visalia, California-based Richard S. Allen,
Inc., filed for Chapter 11 bankruptcy protection on May 3, 2010
(Bankr. N.D. Texas Case No. 10-33211).  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, represent the Debtor.  The Company
estimated assets and debts at $50 million to $100 million.


ALLSTAR ELECTRIC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Allstar Electric Corp.
        19 Broadway
        Hawthorne, NY 10532

Bankruptcy Case No.: 10-24648

Chapter 11 Petition Date: December 17, 2010

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

Judge: Robert D. Drain

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  Julie A. Cvek, Esq.
                  RATTET, PASTERNAK & GORDON OLIVER, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: jsp@rattetlaw.com
                          jcvek@rattetlaw.com

Estimated Assets: $0 to $50,000

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 Anthony Capone, president.


AMERICAN APPAREL: D. Charney Hikes Equity Stake to 51.8%
--------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on December 7, 2010, Dov Charney disclosed that he
beneficially owns 41,009,689 shares of common stock of American
Apparel, Inc. representing 51.8% of the shares outstanding.  The
Company having 79,109,694 shares of Common Stock outstanding as of
December 1, 2010.

From November 12, 2010 to December 1, 2010, Mr. Charney purchased
a total of 2,896,624 shares of common stock with personal funds
for approximately $3.87 million, excluding fees and commissions.

As a result of an Investment Voting Agreement, Mr. Charney and
Lion Capital II Limited, a Guernsey limited company, may be deemed
to constitute a "group" under Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended, that collectively beneficially
owns approximately 57,009,689 shares of Common Stock, or 72.1% of
the Company's total number of shares of Common Stock outstanding
as of December 1, 2010 for purposes of Section 13(d) of the
Exchange Act.

                       About American Apparel

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

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

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

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


AMTRUST FINANCIAL: Settlement Deal With JDJ Reno Approved
---------------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy judge has approved a
settlement between AmTrust Financial Corp. and JDJ Reno LLC, its
partner in several multimillion-dollar shopping mall ventures,
allowing JDJR and an affiliate to avoid bankruptcy filings of
their own.

Early this year, JDJ Reno asked the bankruptcy court to lift the
automatic bankruptcy stay to arbitrate a dispute over operating
agreements and management of several multimillion-dollar shopping
mall joint ventures.  AmTrust opposed the request.

                      About AmTrust Financial

AmTrust Financial Corp (PINK:AFNL) was the owner of the AmTrust
Bank.  AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection on
November 30, 2009 (Bankr. N.D. Ohio Case No. 09-21323).  G.
Christopher Meyer, Esq., and Sherri Lynn Dahl, Esq., at Squire
Sanders & Dempsey L.L.P., assist the Debtors in their
restructuring effort.  Kurtzman Carson Consultants serves as
claims and notice agent.  Attorneys at Hahn Loeser & Parks LLP
serve as counsel to the Official Committee of Unsecured Creditors.

AmTrust Management estimated $100 million to $500 million in
assets and liabilities in its Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators, and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, Westbury, New York, assumed all of the deposits of
AmTrust Bank, pursuant to a deal with the FDIC.


ARROW AIR: Wins Confirmation of Chapter 11 Plan
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Arrow Air Inc. has received confirmation of its
Chapter 11 plan of reorganization.  The plan resulted from a
settlement with the unsecured creditors' committee.

Mr. Rochelle relates that in return for not suing MatlinPatterson
Global Advisors, which is both a secured lender and controlling
shareholder, the pot for unsecured creditors was increased by
$800,000 in cash, plus part of recoveries from collections of
accounts receivable.  The settlement is estimated to bring a
recovery of between 10.7% and 24.8% on unsecured claims estimated
to range between $30 million and $41 million.  The midpoint
estimated recovery is now 18.3%.  Before the compromise, the
estimated midpoint recovery for unsecured creditors was 15.4%.
Now, MatlinPatterson is giving up $2.4 million of its cash
collateral.  As lender, it won't receive any distribution on a
$34.7 million deficiency claim.

The shell of the company and operating certificate are being sold
for $800,000 cash.  The certificate allows operation of the
business as an airline.

                          About Arrow Air

Miami, Florida-based Arrow Air, Inc., provides scheduled and
charter cargo logistics services between the United States,
Central and South America, and the Caribbean.  The Company is a
wholly owned subsidiary of Arrow Air Holdings Corp., which is 95%
owned by an affiliate of MatlinPatterson Global Opportunities
Partners III.

Arrow Air, Inc., dba Arrow Cargo, filed for Chapter 11 bankruptcy
protection on June 30, 2010 (Bankr. S.D. Fla. Case No. 10-28831).
Jordi Guso, Esq., in Miami, Florida, represents the Debtor in its
restructuring effort.

The Chapter 11 case is Arrow's third.  Arrow halted operations the
day before the Chapter 11 filing.  Arrow Air intends to liquidate
under Chapter 11.


BBB ACQUISITION: Disclosure Statement Hearing on January 11
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Wyoming will convene
a hearing on January 11, 2011, at 10:00 a.m., to consider adequacy
of the Disclosure Statement explaining BBB Acquisition, LLC's
proposed Plan of Reorganization.  Objections, if any, are due
December 30, 2010.

The Debtors 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
payment to the creditors in accordance with the priorities
established by the Bankruptcy Code.  Reorganized BBB will be
responsible for administering the Plan and making distributions to
the remaining creditors.  The Reorganized BBB will also continue
the operation of its business in the same fashion as it did prior
to the Petition Date.  The members making up to the Class 7 equity
interests in the Debtor will retain their ownership interest.

Creditors holdings allowed unsecured claims -- under Class 6 --
will receive their pro rata share of distributions on a quarterly
basis from the creditor fund after payment of allowed
administrative claims, allowed general priority claims, allowed
convenience class claims and the allowed Fifth Third Claim until
paid in full, plus simple interest at the rate of 4% per annum,
calculated from the Petition Date.  Payment of allowed Class 6
will be made from funds generated from the sale of real estate
within the Bar-B-Bar Ranch in Teton County, Wyoming.

Holders of unsecured claims classified as convenience claims --
under Class 5 -- will be paid in full on the distribution date.
Holders of Class 5 claims will receive cash in an amount equal to
their allowed claim, without interest, not exceeding $2,500 on the
distribution date.

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

                    About BBB Acquisition, LLC

Cincinnati, Ohio-based BBB Acquisition, LLC, filed for Chapter 11
bankruptcy protection on August 24, 2010 (Bankr. D. Wyo. Case No.
10-21002).  Brent R. Cohen, Esq., and Chad S. Caby, Esq., at
Rothgerber Johnson & Lyons LLP, represents the Debtor.  The Debtor
disclosed $57,239,218 in assets and $35,613,501 in liabilities.


BERNARD L MADOFF: Former Staff Bongiorno Reports to Fla. Jail
-------------------------------------------------------------
Chad Bray, writing for Dow Jones Newswires, reports that Annette
Bongiorno, 62, a longtime "back office" employee of Bernard
Madoff, reported to jail in Florida on Tuesday after a federal
judge in New York revoked her bail.

Federal prosecutors in Manhattan have accused Ms. Bongiorno of
playing a key role in deceiving investors and regulators and
helping prop up Mr. Madoff's decades-long fraud.  Ms. Bongiorno,
who has denied wrongdoing, surrendered to the U.S. Marshals
Service in Florida on Tuesday afternoon.

According to Dow Jones, Maurice H. Sercarz, Esq., one of Ms.
Bongiorno's lawyers, said they plan to file an appeal with the
U.S. Second Circuit Court of Appeals, seeking her release.

                    About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.

On December 15, 2008, the Honorable Louis A. Stanton of the U.S.
District Court for the Southern District of New York granted the
application of the Securities Investor Protection Corporation for
a decree adjudicating that the customers of BLMIS are in need of
the protection afforded by the Securities Investor Protection Act
of 1970.  The District Court's Protective Order (i) appointed
Irving H. Picard, Esq., as trustee for the liquidation of BLMIS,
(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)
removed the SIPA Liquidation proceeding to the Bankruptcy Court
(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).  Mr.
Picard has retained AlixPartners LLP as claims agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by
Mr. Picard from lawsuits or settlements.


BERRY PLASTICS: Incurs $68 Million Net Loss in FY2010
-----------------------------------------------------
Berry Plastics Corporation filed its annual report on Form 10-K,
reporting a net loss of $68.0 million on $4.25 billion on net
sales for fiscal year ended Oct. 2, 2010, compared with a net loss
of $26.0 million on $3.18 billion on net sales for the fiscal year
ended Sept. 26, 2009.

The Company's balance sheet at Oct. 2, 2010, showed $5.63 billion
in total assets, $5.37 billion in total liabilities, and
stockholders' equity of $257.0 million.

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?7130

                      About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At January 2, 2010 the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P. and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On December 3, 2009, Berry Plastics obtained control of 100% of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

                           *     *     *

Berry Plastics has a 'B3' corporate family rating, with stable
outlook, from Moody's Investors Service.  Moody's said in April
2010 that Berry's B3 CFR reflects weakness in certain credit
metrics, financial aggressiveness and acquisitiveness and a
continued difficult operating and competitive environment
especially in the flexible plastics and tapes segments.  The
rating also reflects the Company's exposure to more cyclical end
markets, relatively weak contracts with customers and a high
percentage of commodity products.

Berry Plastics has a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


BIOFUEL ENERGY: To Distribute Subscription Rights to Stockholders
-----------------------------------------------------------------
Biofuel Energy Corp. said that its board of directors has set
December 27, 2010, as the record date for determination of the
stockholders of BioFuel Energy Corp. entitled to receive
subscription rights in the Company's previously announced rights
offering.

On or about December 27, 2010, the Company will distribute at no
charge to its record holders of common stock as of 5:00 p.m., New
York City time, on the record date, non-transferable subscription
rights to purchase depositary shares representing shares of series
A non-voting convertible preferred stock of the Company.  The
subscription rights will be distributed pro rata to the holders of
common stock based on the number of shares of common stock held on
the record date, with each share of common stock entitling the
holder to receive approximately 2.52 subscription rights.  Each
subscription right will permit the holder of such right to
acquire, at a rights price equal to $0.56 per depositary share,
one depositary share under the basic subscription privilege.

Each subscription right will also provide an over-subscription
privilege that will entitle the holder of the subscription right
to subscribe for an additional amount of depositary shares equal
to up to 100% of the depositary shares for which the holder was
otherwise entitled to subscribe.  The series A non-voting
convertible preferred stock will, following stockholder approval,
automatically convert into shares of common stock.  As a result of
that conversion, each depositary share shall entitle the holder
thereof to receive one share of common stock.  Upon the
distribution of one share of common stock to the holder of each
such depositary share, each such depositary share will be
automatically cancelled and have no further value.  The
subscription rights will expire and have no value if they are not
exercised by 5:00 p.m., New York City time, on January 28, 2011,
the expiration date for the rights offering.

The Company is a holding company and its sole asset is its
membership interest in BioFuel Energy, LLC.  Concurrent with the
rights offering, the LLC will conduct a private placement.  The
LLC's concurrent private placement has been structured so as to
provide the holders of membership interests in the LLC, whose
interests are exchangeable on a one-for-one basis for shares of
the Company's common stock, with a private placement that is
economically equivalent to the rights offering.

The aggregate size of the rights offering and the LLC's concurrent
private placement will be $46,000,000, which the Company intends
to use to repay its bridge loan facility and subordinated debt and
to make certain other payments.  The rights offering and the LLC's
concurrent private placement are subject to certain conditions and
possible reductions.

In addition, the Company's board of directors has also set
December 27, 2010 as the record date for determination of the
stockholders of the Company entitled to notice of, and to vote at,
a special meeting of the stockholders to be held on February 2,
2011.  At the special meeting, the Company will seek stockholder
approval of (1) a proposal to amend the Company's Amended and
Restated Certificate of Incorporation to increase the number of
authorized shares of common stock from 100,000,000 to 140,000,000
and class B common stock from 50,000,000 to 75,000,000 and (2) (i)
the issuance of all shares of common stock issuable upon the
conversion of all shares of series A non-voting convertible
preferred stock underlying the depositary shares purchased in
connection with the rights offering and related transactions,
(ii)(A) the issuance of all shares of class B common stock
issuable upon the conversion of all preferred membership interests
and class B preferred membership interests in the LLC that holders
of membership interests in the LLC purchase in the LLC's
concurrent private placement and related transactions and (B) the
issuance of all shares of common stock issuable upon the elective
exchange of membership interests in the LLC received by such
persons following the conversion of all preferred membership
interests in the LLC and (iii) the issuance of warrants and of all
shares of common stock issuable upon the exercise of the warrants
assuming that such warrants are issued.

                       About Biofuel Energy

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

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

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

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


BLOCKBUSTER INC: Proposes Ernst & Young as Auditors
---------------------------------------------------
Blockbuster Inc. and its units seek the Bankruptcy Court's
authority to employ Ernst & Young LLP as their internal auditors,
nunc pro tunc to the Petition Date, under the terms set forth in
that certain master engagement letter, dated as of May 12, 2010,
between Blockbuster Inc. and EY LLP and that certain associated
statement of work.

The Debtors also ask the Court to approve the terms of EY LLP's
employment, including the proposed fee structure and the
indemnification provisions set forth in the Engagement Letter,
subject to the standards set forth in Section 328 of the
Bankruptcy Code, provided that solely the U.S. Trustee will be
entitled to review applications for payment of compensation and
reimbursement of expenses of EY LLP under Section 330 of the
Bankruptcy Code.

As internal auditors, EY LLP will provide (i) internal audit
services in the financial, operational, and information technology
areas, and (ii) internal control services, like testing of
financial and information technology processes and controls
related to Sarbanes-Oxley and direct support provided to the
Debtors' external audit firm during their financial statement
audit procedures, including performance of inventory observations,
substantive audit procedures and testing of controls.

EY LLP will be paid for its services based on its agreed hourly
rate of $87.72, which is subject to annual adjustment each July 1.
EY LLP will advise the Debtors of new rates once the rates are
established if a rate change occurs during the course of its
engagement with the Debtors.

The Debtors will also reimburse EY LLP for all of its and its
professionals' reasonable out-of-pocket expenses incurred in
connection with the performance of its engagement.

To accommodate the Debtors' request for use of the existing
prepetition Engagement Letter, while accounting for EY LLP's
understanding of applicable bankruptcy restrictions and issues in
the retention process, the Debtors and EY LLP have agreed to
certain modifications to the Engagement Letter, effective nunc pro
tunc to the Petition Date.

Among other things, the Engagement Letter is amended to provide
that payment of EY LLP's fees and expenses is subject to the
Court's approval and jurisdiction under Sections 330 and 331 of
the Bankruptcy Code, and that EY LLP may charge additional
professional fees if events beyond its control affect its ability
to perform the proposed services as originally planned or if the
Debtors ask EY LLP to perform additional tasks.

As part of the overall compensation payable to EY LLP under the
terms of the Engagement Letter, Blockbuster has agreed to certain
indemnification and contribution obligations as described in the
Engagement Letter.  Specifically, the Indemnification Obligations
provide that Blockbuster will indemnify EY LLP against all claims
by third parties and resulting liabilities arising out of the
disclosure of any information, advice, recommendations, or other
content of any reports, presentations, or other communications
provided under the Engagement Letter.

Roderick J. McDonald, Esq., Blockbuster Inc.'s vice president,
general counsel, and secretary, informs Judge Lifland that EY LLP
is not owed any amounts for prepetition services for the Debtors.
He adds that in the 90 days prior to the Petition Date,
Blockbuster paid EY LLP $280,878 for services rendered.

Leeland Prillaman, a partner at EY LLP, assures the Court that his
firm is a "disinterested person", as that term is defined in
section 101(14) of the Bankruptcy Code.

                       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: Proposes PwC as Independent Auditors
-----------------------------------------------------
Blockbuster Inc. and its units seek the Bankruptcy Court's
permission to employ PricewaterhouseCoopers LLP as their
independent auditors and accounting advisors, nunc pro tunc to the
Petition Date.

Specifically, the Debtors seek the Court's:

  (a) authority to employ PwC to perform an integrated audit of
      their consolidated financial statements for the fiscal
      year ending January 2, 2011, nunc pro tunc to the Petition
      Date, under the terms and conditions set forth in that
      certain engagement letter between PwC and Blockbuster
      Inc., dated as of August 11, 2010;

  (b) authority to employ PwC to perform certain bankruptcy
      specialist assistance services related to the integrated
      audit accounting services, nunc pro tunc to the Petition
      Date, under the terms and conditions set forth in that
      certain statement of work, dated as of November 16, 2010;
      and

  (c) approval of the terms of PwC's employment, including the
      proposed fees set forth in the Engagement Letters, subject
      to the standards set forth in Section 328 of the
      Bankruptcy Code, effective nunc pro tunc to the Petition
      Date, provided that solely the U.S. Trustee will be
      entitled to review applications for payment of
      compensation and reimbursement of expenses of PwC under
      Section 330 of the Bankruptcy Code.

By separate application, the Debtors are also seeking to employ
Deloitte Financial Advisory Services LLP to perform accounting
services related to the Debtors' preparation of a Chapter 11 plan
of reorganization.

Roderick McDonald, Esq., Blockbuster's vice president, secretary
and general counsel, tells the Court that Deloitte's services
primarily concern the valuation of certain of the Debtors' assets
and a valuation of their business as a going concern.  He asserts
that PwC's services are completely unrelated, and not duplicative
of, the services being provided by Deloitte.

As auditors and advisors, PwC has agreed to:

  -- under the 2010 Audit Engagement Letter:

     * perform an integrated audit of the consolidated financial
       statements for 2011; and

     * audit and report on the effectiveness of the Debtors'
       internal controls over financial reporting as of
       January 2, 2011, assessing the risk that a material
       weakness exists, testing and evaluating the design and
       operating effectiveness of internal controls over financial
       reporting based on the assessed risk, and performing
       other procedures as necessary; and

  -- under the Bankruptcy Services Statement of Work:

     * scope the Debtors' fresh start accounting and incremental
       audit procedures associated with the filing of the
       Debtors' Chapter 11 bankruptcy petitions, as well as
       providing advisory services to further educate the
       Debtors on GAAP requirements, potential accounting
       choices they may select, and industry standard practices
       that are traditionally used during the application of
       fresh start accounting; and

     * perform additional incremental audit procedures related
       to the Debtors' accounting during bankruptcy.

PwC may also render additional related support and services deemed
appropriate and necessary to the Debtors' bankruptcy estates,
including recurring tax consulting services and services relating
to matters involving tax authorities.  To the extent that the
Debtors ask that PwC perform additional services not contemplated
by the Engagement Letters or directly related to services detailed
in the Engagement Letters, the Debtors will seek further Court
order.

Pursuant to the terms and conditions of the Engagement Letters,
and subject to the Court's approval, the Debtors propose to (i)
compensate PwC for the services rendered pursuant to the
Engagement Letters, (ii) compensate PwC for all additional
services it provides to the Debtors on an hourly basis in
accordance with PwC's ordinary and customary rates in effect on
the date the services are rendered, and (iii) reimburse actual and
necessary costs and expenses incurred by PwC in connection with
the services performed on behalf of the Debtors.

The estimated total fees to be paid to PwC for the services to be
provided is:

  Services Provided                         Estimated Fees
  -----------------                         --------------
  Integrated Audit                              $2,500,000
  (2010 Audit Engagement Letter)

  Bankruptcy Specialist Assistance     $250,000 - $300,000
  with the Integrated Audit
  (Statement of Work)

PwC's domestic hourly rate ranges are:

  Professional Level                Hourly Rate Range
  ------------------                -----------------
  Partner                               $520 - $910
  Managing Directors                    $510 - $580
  Director/Senior Manager               $360 - $650
  Manager                               $255 - $400
  Senior Associate                      $190 - $335
  Associate/Analysts                    $105 - $290
  Paraprofessional                       $70 - $135

Mr. McDonald discloses that PwC is not owed any amounts for
prepetition services performed for the Debtors.  He adds that in
the 90 days prior to the Petition Date, Blockbuster paid PwC
$959,955 in fees and $17,339 for reimbursement of expenses.

David Evans, a partner at PwC, assures the Court that PwC is a
"disinterested person," as defined in Section 101(14) of the
Bankruptcy Code.

                       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: Williams-Moore Wants to Pursue State Suit
----------------------------------------------------------
Hesson Williams-Moore asks the Bankruptcy Court to lift the
automatic stay to continue prosecution of the action she commenced
against Blockbuster Inc. and other defendants in the Supreme Court
of the state of New York, County of Kings.

Ms. Williams-Moore was injured while traversing a public sidewalk,
curb and parking lot area on one of the Debtors' premises in the
county of Kings, in New York.  Discovery in the ensuing personal
injury action has been completed and the case was on the trial
calendar.  Blockbuster has also asked for summary judgment.
Before the Summary Judgment Motion could be argued, however, the
Debtors sought bankruptcy protection.

The automatic stay should be modified as to the action to allow
the parties to resume and ultimately achieve a just and speedy
resolution to the matter, and in particular, Blockbuster's Summary
Judgment Motion, Paul A. Marber, Esq., at Rosato & Lucciola, PC,
in New York, tells Judge Lifland.

Neither Blockbuster nor its creditors will suffer prejudice if the
request is granted, Mr. Marber contends.  He points out that to
permit the continued prosecution of the action will in no way
hinder, burden, delay or be inconsistent with the proceedings
before the Bankruptcy Court.

Alternatively, a conditional modification of the stay may be
permitted to allow a determination of the Summary Judgment Motion,
Mr. Marber says.  He adds that if the Summary Judgment Motion will
be granted, Blockbuster would be removed from the litigation, and
its bankruptcy estate would remain unaffected.

A hearing will be held on January 4, 2011, to consider the
request.

                       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: To Close 182 Stores by End of 1st Quarter
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Blockbuster Inc. said in a bankruptcy filing it will
have closed about 182 stores between the time it filed under
Chapter 11 on Sept. 23 and the end of the first quarter of 2011.
Blockbuster intends to continue its practice of liquidating or
transferring store fixtures and inventory on its own.  Blockbuster
arranged a Jan. 11 hearing to approve the additional store
closings and be sure no landlord can stop liquidation sales under
local laws.

According to the report, since the bankruptcy filing, Blockbuster
rejected approximately 220 leases.  Most of the locations were
closed before bankruptcy.  Blockbuster said it is closing 72
stores by the end of the year and about 110 more in the three
months of next year.

                       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.


CALIFORNIA COASTAL: Files Consensual Plan of Reorganization
-----------------------------------------------------------
California Coastal Communities, Inc. filed a plan of
reorganization with respect to its Chapter 11 bankruptcy cases
that is supported by a majority of its senior lenders comprising
81% of the senior revolving loan and 88% of the senior term loan.

The Company has negotiated a previously announced plan support
agreement with the Lenders that will enable the Company to proceed
with the Plan, which includes a deleveraging of the Company by
converting $56 million of the senior term loan into equity and
provides no recovery for current equity holders.  The Plan will be
subject to approval by the Bankruptcy Court following solicitation
of votes from creditors, and there can be no assurance that
Bankruptcy Court approval will be obtained.

On December 16, 2010, the Bankruptcy Court granted interim
approval of a debtor-in-possession term loan agreement, pursuant
to which certain of the existing Lenders will lend $5.0 million
upon closing of the DIP Credit Agreement this week and an
additional $10.0 million upon final approval of the DIP Credit
Agreement by the Bankruptcy Court.  The Bankruptcy Court has
scheduled a final hearing on the DIP Credit Agreement, along with
a hearing on the Company's Disclosure Statement, for January 12,
2011.

Chief Executive Officer Raymond J. Pacini commented, "With the
cloud of bankruptcy being removed, we are well-positioned to
provide unique coastal homes to those seeking a home in Huntington
Beach.  We are pleased to have the support of our lenders, and the
new financing will allow us to begin building new homes in early
2011."

                     About California Coastal

Irvine, California-based California Coastal Communities, Inc.
-- http://www.californiacoastalcommunities.com/-- is a
residential land development and homebuilding company with
properties owned or controlled primarily in Orange County,
California, and also in Lancaster in Los Angeles county.  The
Company's primary asset is a 356-home luxury coastal community
known as Brightwater in Huntington Beach, California.

California Coastal Communities, Inc. and certain of its direct and
indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy
protection on October 27, 2009 (Bankr. C.D. Calif. Case No.
09-21712).  Joshua M. Mester, Esq., in Los Angeles, California,
serves as counsel to the Debtors.  The Company's financial advisor
is Imperial Capital, LLC.  California Coastal estimated
$100 million to $500 million in assets and debts in its Chapter 11
petition.


CAPRIUS INC: Knight Equity Discloses 17.14% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on December 8, 2010, Knight Equity Markets, L.P.,
formerly Knight Securities, L.P., disclosed that it beneficially
owns 931,016 shares of common stock of Caprius, Inc. representing
17.14% of the shares outstanding.  As of August 12, 2010, there
were 5,431,865 shares of the Company's common stock outstanding.

                        About Caprius, Inc.

Paramus, N.Y.-based Caprius, Inc., is engaged in the infectious
medical waste disposal business, through its wholly-owned
subsidiary M.C.M. Environmental Technologies, Inc., which
developed, markets and sells the SteriMed and SteriMed Junior
compact systems that simultaneously shred and chemically disinfect
regulated medical waste, utilizing its proprietary, EPA
registered, bio-degradable chemical known as Ster-Cid.

The Company's balance sheet at June 30, 2010, showed $1.66 million
in total assets, $5.87 million in total liabilities, and a
$4.22 million stockholders' deficit.

                         *     *     *

Marcum LLP, in New York City, expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial results for fiscal 2009.  The
independent auditors noted of the Company's working capital
deficiency and substantial recurring losses from operations.


CARBON RESOURCES: Section 341(a) Meeting Scheduled for Jan. 6
-------------------------------------------------------------
The U.S. Trustee for Region 20 will convene a meeting of Carbon
Resources LLC's creditors on January 6, 2011, at 2:00 p.m.  The
meeting will be held at Creditors' Meeting Room, Federal Building
and U.S. Courthouse, 500 Gold Ave SW, Room 12411, Albuquerque, NM
87102.

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

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

Sandia Park, New Mexico-based Carbon Resources LLC filed for
Chapter 11 bankruptcy protection on December 10, 2010 (Bankr. N.M.
Case No. 10-16104).  M.J. Keefe, Esq., at Gilpin & Keefe, PC,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets at $10 million to $50 million and debts at $1 million
to $10 million.


CATALENT PHARMA: Moody's Affirms 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and Probability of Default Rating of Catalent Pharma Solutions,
Inc. as well as all of the instrument ratings.  Moody's also
upgraded the Speculative Grade Liquidity Rating to SGL-2 from SGL-
3, reflecting the expectation of good liquidity over the next four
quarters.  The rating outlook remains negative.

The affirmation of the ratings is supported by continued good
performance in the company's largest segment- oral technologies,
as well as the expectation for good liquidity over the next 12-18
months.  The upgrade of the SGL rating reflects cash of over
$150 million, no financial covenants under the credit agreement,
nearly full revolver availability and no material debt maturities
prior to the 2013 maturity of the revolver -- which is currently
unused.

However the outlook remains negative as Catalent continues to have
very high financial leverage and credit metrics that are weak for
the B2 rating category.  Liquidity and free cash flow in FY2010
benefited from a number of factors, such as the PIK of the
interest on the Senior Toggle Notes, significant improvement in
working capital, reduced accruals for performance-based
compensation and incremental EBITDA from the H1N1 flu.  As Moody's
believes these items will not recur, Moody's expects free cash
flow to be very limited for the foreseeable future.  Further, the
company has had numerous restructuring charges and add-backs over
the past year that make projecting future EBITDA somewhat
challenging.  Moody's is concerned that the significant debt
burden and limited ability to generate consistently positive free
cash flow could ultimately present risks regarding the company's
ability to sustain its current capital structure.

Given the very high leverage and limited free cash flow
expectations, Moody's do not foresee an upgrade in the near-term.
The outlook could be stabilized if the company demonstrates
several quarters of sustainable EBITDA improvement with minimal
restructuring charges.  The ratings could be downgraded if the
oral technologies business were to face increased competition or
product losses such that the business failed to continue to show
at least low-mid single digit growth in EBITDA.  Further, any
deterioration in liquidity or increase in leverage to fund
acquisitions would likely lead to pressure on the ratings.

Ratings affirmed:

  -- Senior secured revolving credit facility, Ba3 (LGD3, 30%)

  -- Senior secured term loan (US and Euro denominated tranches),
     Ba3 (LGD3, 30%)

  -- Senior PIK notes due 2015, Caa1 (LGD5, 79%)

  -- Senior subordinated notes due 2017, Caa1 (LGD6, 93%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

Ratings upgraded:

  -- Speculative Grade Liquidity Rating, to SGL-2 from SGL-3

The rating outlook is negative.

The last rating action was on December 3, 2009, when Moody's
changed the outlook to negative from stable.

Catalent Pharma Solutions, Inc., based in Somerset, New Jersey,
is a leading provider of advanced dose form and packaging
technologies, and development, manufacturing and packaging
services for pharmaceutical, biotechnology, and consumer
healthcare companies.  The company reported revenue of
approximately $1.7 billion for the twelve months ended
September 30, 2010.


CENTRAL FALLS, RI: May Face Ch. 9 If Annexation Not Implemented
---------------------------------------------------------------
American Bankruptcy Institute reports that fiscally troubled
Central Falls, R.I., faces chapter 9 bankruptcy if recommendations
by the state-appointed receiver -- which include annexation by a
neighboring city -- are not successfully implemented.

The state-appointed receiver to Central Falls, Mark Pfeiffer, has
said that Central Falls should be annexed to a larger city to
prevent a near-term financial collapse that could hurt the state
and its other municipalities.

Central Falls is a city in Providence County, Rhode Island, United
States.  The population was 18,928 at the 2000 census.

A state fiscal receiver was appointed in July 2010, kicking out
the city council.  Charles Moreau, the mayor of Central Falls,
Rhode Island, and four city councilors have filed a lawsuit
claiming a law that put the cash-strapped city under control of a
state-appointed receiver is unconstitutional.  The Rhode Island
Supreme Court, however, ruled that the Central Falls receivership
was constitutional and the appointments made by the receiver were
within his authority.

Moody's said in September 2010, "The city's weak credit profile,
insufficient cash-flows and continued reliance on market access to
finance operations and debt service, by way of tax anticipation
notes, continues to present heightened risk of a payment default,
including the potential for economic loss, should the city fail to
take the necessary steps to address its structural deficit or lose
market access."


CHRYSLER FINANCIAL: Acquired by TD Bank in $6.3 Billion Deal
------------------------------------------------------------
TD Bank Group and Cerberus Capital Management, L.P, on Tuesday
unveiled an agreement under which Chrysler Financial will be sold
to TD for cash consideration of roughly $6.3 billion.  The
purchase is comprised of net assets of $5.9 billion and roughly
$400 million in goodwill.  TD does not intend to issue common
equity in connection with this transaction.

Under the terms of the agreement, TD Bank, a wholly owned
subsidiary of TD, will acquire Chrysler Financial in the U.S. and
TD will acquire Chrysler Financial in Canada.  The acquisition
will give TD all of Chrysler Financial's processes and technology
as well as its existing portfolio of retail assets on both sides
of the border.  Following this transaction, the business --
combined with TD's current platforms in Canada and the United
States -- will be positioned as a top 5 bank-owned auto lender in
North America.

"This transaction represents a unique opportunity to purchase a
great organic growth platform at an attractive price," said Ed
Clark, Group President and CEO, TD. "Chrysler Financial is a well-
run business with the capacity for significantly higher returns
over the next several years. This acquisition will allow us to
leverage our lending expertise and financial strength to expand
our presence in a large North American market with tremendous
potential upside."

Mr. Clark continued: "Because we're well-capitalized and a leading
deposit franchise, we've been looking for opportunities to
accelerate the growth of our loan book. This acquisition gives us
that opportunity and also diversifies our lending portfolio."

The acquisition will give TD a platform for asset generation in
the North American automotive lending market, enabling it to
significantly grow its consumer loan portfolio. In addition to the
existing dealer relationships that TD has in Canada and the U.S.,
Chrysler Financial's dealer clients serve roughly 1 million
customers.  TD expects that the business could generate a return
on invested capital of roughly 20% in three to four years, once it
is operating at a steady run rate for target originations.

With about 1,850 employees in Canada and in the United States,
Chrysler Financial has more than 45 years of operating experience
in the consumer and commercial auto financing market. It is one of
the largest auto financing firms in North America, with a strong
service culture. In the U.S., the automotive finance industry is
the second largest non-mortgage consumer asset class after credit
cards. It comprises about $650-700 billion in outstanding
receivables and $350-400 billion in annual originations on a
normalized basis. Chrysler Financial plans to focus on the prime
market.

"Joining forces with TD will benefit both our customers and our
dealer network," said Tom Gilman, CEO, Chrysler Financial. "Under
Cerberus's ownership, Chrysler Financial has preserved its
technology platform, retained top talent and maintained key
capabilities. This transaction positions us for future growth with
the financial strength of TD, one of the soundest, best
capitalized and best managed banks in the world."

The acquisition is expected to close in the second quarter of TD's
fiscal 2011, pending regulatory approvals and satisfaction of
other customary closing conditions. Following the completion of
the transaction, Chrysler Financial will continue to operate as a
North American business overseen by Tom Gilman and headquartered
in Toronto. TD expects to rebrand Chrysler Financial under the TD
brand by spring 2011.

"This transaction with TD is the right next step for the future of
these businesses, their employees and customers," said Mark
Neporent, Senior Managing Director and Chief Operating Officer,
Cerberus.  "It ensures that the acquired businesses will be part
of a strong and well-capitalized financial institution, which will
help create sustainable jobs."

Mr. Clark concluded: "This transaction takes our auto finance
business to a new level and gives us access to a North American
platform, top talent and systems and technology capable of
processing over 2 million credit applications per year. The
Chrysler Financial management team and sales force have a proven
track record and extensive industry experience and will complement
our existing lending expertise."

The transaction is expected to have Tier 1 capital impact on
closing of roughly 55-60 basis points on a pro forma basis as at
TD's last year-end. The transaction is expected to be neutral to
earnings in 2011 on an adjusted basis and will add roughly
$100 million in adjusted earnings in 2012, the first full year of
operations.

                           *     *     *

As reported by the Troubled Company Reporter on Tuesday, The Wall
Street Journal's Gregory Zuckerman said Cerberus would retain
about $1 billion of assets as part of the deal.

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.

The Wall Street Journal's Phred Dvorak and Caroline Van Hasselt on
Dec. 22 reported that Chrysler Financial, which was peeled off
from its car-making parent after Chrysler filed for bankruptcy
protection, hasn't made many loans since the U.S. government
bailed out the car company in late 2008.  Chrysler Financial, they
relate, has seen its loan book shrivel to an expected $7.5 billion
by the time the deal closes, from $26 billion just more than a
year ago.  That shrinkage could be hard to turn around, with a
reduced sales force pushing car loans that last an average of
three years.

"We are having trouble understanding where the loan volume growth
will come from and how TD will be able to jump-start Chrysler
Financial to generate exceptionally large loan growth after
effectively being dormant for well over two years," wrote Barclays
Capital analyst John Aiken in a comment on the deal, according to
the Journal.

The Journal also noted that TD estimates Chrysler Financial's
portfolio is worth only about $5.9 billion when liabilities are
stripped out. It is paying a $400 million premium for what it
believes is the value of Chrysler Financial's business, including
loan-processing infrastructure, a sales force of 100,
relationships with 2,000 car dealers and a million outstanding
customers.

                        About TD Bank Group

Toronto, Ontario-based The Toronto-Dominion Bank (TSX and NYSE:
TD) is the sixth largest bank in North America by branches and
serves roughly 19 million customers in four key businesses
operating in a number of locations in key financial centers around
the globe.  TD also ranks among the world's leading online
financial services firms, with more than 6 million online
customers.  TD had C$620 billion in assets on October 31, 2010.

                 About Cerberus Capital Management

Established in 1992, Cerberus Capital Management, L.P., along with
its affiliates, is one of the world's leading private investment
firms with roughly $23 billion under management.  Through its team
of investment and operations professionals, Cerberus specializes
in providing both financial resources and operational expertise to
help transform undervalued companies into industry leaders for
long-term success and value creation.  Cerberus holds controlling
or significant minority interests in companies around the world.
Cerberus is headquartered in New York City with affiliate and/or
advisory offices in the United States, Europe, the Middle East and
Asia.

                     About Chrysler Financial

Founded as Chrysler Credit Corporation more than four decades ago,
Chrysler Financial has built a long, proud record of excellence
based upon a complete line of world-class automotive financial
products and services for dealers and consumers.  Chrysler
Financial is an independent financial services company doing
business in the United States and Canada, offering retail
financing programs in the United States through franchised
automotive dealerships of all brands.

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.


CIENA CAPITAL: Settles Fraud Suit Over SBA Loans for $26 Million
----------------------------------------------------------------
Bankruptcy Law360 reports that the federal government has asked a
judge to dismiss a False Claims Act suit accusing Ciena Capital
LLC and its parent Allied Capital Corp. of fraudulently issuing to
borrowers loans that were backed by the U.S. Small Business
Administration, following a settlement of more than $26 million.

                        About Ciena Capital

Commercial real estate loan servicer Ciena Capital LLC fdba
Business Loan Express, LLC, was once the third-largest loan
originator for the U.S. Small Business Administration.

Ciena Capital and its debtor-affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 08-13783) on Sept. 30, 2008.
Ciena filed for bankruptcy protection after discovery that a
Michigan employee was recording fraudulent loans.  In its
Schedules of Assets and Liabilities, Ciena Capital disclosed $361
million in assets and $397 million in liabilities as of the
Petition Date.

The Debtors are represented by Peter S. Partee, Esq., Scott H.
Bernstein, Esq., and Andrew Kemensky, Esq., at Hunton & Williams
LLP.  The Official Committee of Unsecured Creditors is represented
by Mark T. Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn &
Hessen LLP, in New York.  Donlin Recano is the claims and notice
agent.


CINRAM INTERNATIONAL: Moody's Cuts Corp. Family Rating to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service downgraded Cinram International Inc.'s
Corporate Family Rating and Probability of Default Rating to Caa2
and Caa3 from Caa1 to Caa2, respectively.  The rating action was
prompted by the entirely of the company's bank credit facility
coming due in May, 2011, and by the likelihood that the ongoing
acceleration of Internet access to digital libraries also implies
an accelerating decline of the company's core DVD/CD replication
activities.  further, while lack of forward visibility of Cinram's
revenue stream and its related uncertain sustainability have been
concerns for some time, recent developments with respect to on-
line library access have heightened perceived risks.  As well, in
addition to downgrading Cinram's CFR and PDR, given the very near
term maturity of the company's credit facility, Moody's continues
to maintain an SGL-4 speculative grade liquidity rating
(indicating poor liquidity) and a negative ratings outlook.

This summarizes Cinram's ratings and the rating actions:

Downgrades:

Issuer: Cinram International Inc.

  -- Corporate Family Rating, downgraded to Caa2 from Caa1

  -- Probability of Default Rating, downgraded to Caa3 from Caa2

  -- Senior Secured Bank Credit Facility, downgraded to Caa1
     (LGD2, 28%) from B3 (LGD2, 27%)

Speculative Grade Rating, unchanged at SGL-4

  -- Outlook, Unchanged at Negative

                         Rating Rationale

The primary ratings influence is the company's poor liquidity,
exacerbated by the need to reinvent itself as its core activity,
CD and DVD replication, declines at an accelerating rate.  All of
the company's debt is due in May, 2011, and the company has not
yet been able to refinance those obligations, no doubt impacted by
the company's declining revenues.  The company continues to be
heavily dependent upon its legacy CD/DVD replication business.
The decline of this business may be accelerating as the activities
of Internet digital library access providers increases.

                          Rating Outlook

With a declining core business and lack of forward cash flow
visibility and with near-term refinance issues, the outlook is
negative.

                What Could Change the Rating Up

Positive ratings and outlook actions may result from the
successful refinance of the entirely of the company bank credit
facilities and a stabilization of the company's revenue.

               What Could Change the Rating Down

Failure to refinance the company's debt in the near term.

                        Corporate Profile

With headquarters in Toronto, Ontario, Canada, Cinram
International Inc. is one of the world's largest independent
manufacturers, replicators and distributors of DVDs and audio CDs.


CITADEL BROADCASTING: Should Consider Merger Bid, R2 Says
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that hedge fund manager
R2, which is the major shareholder of Citadel Broadcasting Corp.,
is urging the Company to consider a merger proposal from a rival.

As reported by the Troubled Company Reporter on December 7, 2010,
Citadel disclosed that it received an unsolicited proposal from a
third party to enter into a merger transaction in early November
2010.  Citadel did not identify that entity.  This proposal was
rejected by the Company's board of directors after it determined
that the proposal was not in the best interests of the Company's
shareholders.

According to Citadel, on November 29, 2010, it received a second
unsolicited letter from the same third party that improved the
terms of its prior proposal, and after consultation with its
financial and legal advisors, the board of directors of the
Company also rejected this proposal as not being in the best
interests of the Company's shareholders.

Peter Lattman and Adrienne Carter, writing for The New York Times'
DealBook, reported that two people familiar with the offer -- who
were not authorized to talk -- said that third party was Cumulus
Media, the second largest radio station operator.  DealBook said
Citadel is No. 3.

On November 24, 2010, Citadel commenced a private offering of new
senior notes.  The notes offering is being made solely to
qualified institutional buyers, as defined under Rule 144A under
the Securities Act of 1933, as amended, and to certain non-U.S.
persons, as defined under Regulation S under the Securities Act.
The notes offering is being made pursuant to a confidential
offering memorandum dated November 24, 2010.

                   About Citadel Broadcasting

Citadel Broadcasting Corporation (OTC BB: CTDB) --
http://www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets. Citadel is comprised of 166 FM stations and
58 AM stations in the nation's leading markets, in addition to
Citadel Media, which is one of the three largest radio networks in
the United States.

Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company disclosed assets of $1.4 billion and debts of
$2.5 billion in its Chapter 11 filing.  Kirkland & Ellis LLP
served as legal counsel and Lazard Freres & Co. LLC as financial
advisor for the restructuring.  Kurtzman Carson Consultants served
as claims and notice agent.

On May 19, 2010, the Court entered an order confirming the
Debtors' Second Modified Joint Plan of Reorganization.  On June 3,
2010, the Debtors consummated their reorganization and the Plan
became effective.

                           *     *     *

As reported by the Troubled Company Reporter on November 30, 2010,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Citadel.  The rating outlook is stable.  "The
'BB-' rating and stable outlook reflect Standard & Poor's Ratings
Services' opinion of Citadel's improved financial flexibility
following its bankruptcy," said Standard & Poor's credit analyst
Michael Altberg.  "The elimination of roughly 65% of its debt load
should allow the company to generate healthy discretionary cash
flow and maintain adequate liquidity despite the potential for
longer-term secular declines in radio."

Citadel carries 'Ba2' Corporate Family Rating from Moody's
Investors Service.


CLEARWIRE CORP: Sprint Nextel Discloses 68.6% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on December 7, 2010, Sprint Nextel Corporation
disclosed that it beneficially owns 531,724,348 shares of
Clearwire Corporation Class A Common Stock representing 68.6% of
the shares outstanding.

Other affiliates of Sprint also disclosed beneficial ownership:

                                         Amount           Equity
                                   Beneficially Owned     Stake
                                   ------------------     ------
Sprint HoldCo, LLC                     531,724,348       68.6%
Comcast Corporation                     88,504,132       26.7%
Comcast Wireless Investment I, Inc.     12,352,941        4.8%
Comcast Wireless Investment II, Inc.    12,352,941        4.8%
Comcast Wireless Investment III, Inc.   12,352,941        4.8%
Comcast Wireless Investment IV, Inc.    12,352,941        4.8%
Comcast Wireless Investment V, Inc.     12,352,941        4.8%
Comcast Wireless Investment VI, Inc.    26,739,427        9.9%
Time Warner Cable Inc.                  46,404,782       16.0%
Time Warner Cable LLC                   46,404,782       16.0%
TWC Wireless Holdings I LLC             15,468,261        6.0%
TWC Wireless Holdings II LLC            15,468,261        6.0%
TWC Wireless Holdings III LLC           15,468,260        6.0%
Bright House Networks, LLC               8,474,440        3.4%
BHN Spectrum Investments, LLC            8,474,440        3.4%
Newhouse Broadcasting Corporation        8,474,440        3.4%
Google Inc.                             29,411,765       12.1%
Eagle River Holdings, LLC               39,639,803       16.1%
Craig O. McCaw                          41,379,269       16.6%
CWCI, LLC                                        0          0%

As of November 1, 2010 and after giving effect to (i) the
Transactions, (ii) the Equityholders' Agreement, (iii) the post-
closing adjustment, (iv) the Investment Transactions and (v) the
Assignment, each Reporting Person may be deemed to have beneficial
ownership and shared power to vote and may be deemed to constitute
a "group" under Section 13(d) of the Act.

The Equityholders have entered into the Equityholders' Agreement
in connection with the completion of the Transactions which
includes a voting agreement under which such Equityholders and
their respective affiliates share the ability to elect a majority
of the Company's directors.

Shares of Class A Common Stock beneficially owned and the
respective percentages of beneficial ownership of Class A Common
Stock assumes the conversion of all shares of Class B Common Stock
beneficially owned by such person or entity into Class A Common
Stock, and the exercise of all options, warrants and other
securities convertible into common stock beneficially owned by
such person or entity currently exercisable or exercisable within
60 days of December 6, 2010.  Shares issuable pursuant to the
conversion of Class B Common Stock or the exercise of stock
options and warrants exercisable within 60 days are deemed
outstanding and held by the holder of such shares of Class B
Common Stock, options or warrants for computing the percentage of
outstanding common stock beneficially owned by such person, but
are not deemed outstanding for computing the percentage of
outstanding common stock beneficially owned by any other person.

The respective percentages of beneficial ownership of Class A
Common Stock are based on 243,264,716 shares of Class A Common
Stock outstanding on November 1, 2010.

Between November 30 and December 1, 2010, in connection with the
offering by the Company's operating subsidiary, Clearwire
Communications LLC, of $650 million aggregate principal amount of
8.25% exchangeable notes due 2040, each of the Equityholders and
Mr. McCaw entered into a lock-up agreement with respect to the
Class A Common Stock.  The Offering is part of a plan to raise
over $1.3 billion through the offering of debt securities in
private placement transactions, which was initially announced by
the Issuer on December 2, 2010.

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

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

   (2) enter into any swap or other agreement that transfers, in
       whole or in part, any of the economic consequences of
       ownership of the Class A Common Stock or such other
       securities; or

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

                   About Clearwire Corporation

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

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

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

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


CLST HOLDINGS: Civil Lawsuit Filed Against Directors Settled
------------------------------------------------------------
According to a regulatory filing, CLST Holdings Inc. is a nominal
party to the action captioned Ron Phillips and Scott Moorehead,
Derivatively on Behalf of CLST Holdings, Inc., v. Timothy S.
Durham, Robert A. Kaiser, and David Tornek, Cause No. 10-07655 and
a party to the action captioned CLST Holdings, Inc. v. Red Oak
Partners, LLC et al., Civil Action No. 3-09CV00291.

On December 13, 2010, the Company entered into a Memorandum of
Understanding, which is a binding agreement among all parties to
the Actions providing for complete settlement of the Actions on
the terms and conditions set forth therein.  The Memorandum of
Understanding was entered into by the Parties without any
presumption, concession or admission of any fault, liability or
wrongdoing as to any facts or claims that have been or might be
alleged in the Actions or in any other action or proceeding.  Any
capitalized terms that are undefined herein shall have the meaning
set forth in the Memorandum of Understanding.

The Memorandum of Understanding is subject to reasonable and
mutually agreeable confirmatory discovery from the Company and its
Directors by the plaintiffs in the State Court Action, to be
completed prior to January 28, 2010, for the purpose of confirming
whether the settlement of the State Court Action is fair,
reasonable and in the best interests of the Company and its
stockholders.  In addition, the settlement is subject to receipt
from the State Court of an order approving the settlement of the
State Court Action and the dismissal of the State Court Action
with prejudice, and such order is finally affirmed on appeal or is
no longer subject to appeal and the settlement of both Actions
will become effective on such date and will close simultaneously
at that time.  The Company expects the settlement to become
effective during the first quarter of 2011.  The Actions and all
proceedings therein have been stayed pending submission of the
proposed settlement to the State Court for its consideration.

Pursuant to the Memorandum of Understanding the Parties have
agreed to the following, among other things, to be effective on
the Effective Date:

  * The Company shall not (i) engage in any business transactions
    with any Directors or with any persons or entities who are
    affiliates of the Directors excepted as provided in the
    Memorandum of Understanding, or (ii) modify the cash
    compensation plan for members of its Board of Directors or
    increase the cash compensation payable to Robert A. Kaiser, as
    an employee of the Company, during the term of the dissolution
    of the Company.

  * The Board will not recommend rescission of the Company's
    dissolution unless it is subject to the further consent of a
    majority of the shares held by non-affiliates of the Board.

  * Timothy S. Durham shall resign as Chairman of the Board, but
    may remain a member of the Board.  Mr. Durham will refrain
    from voting on any matter in his capacity as a member of the
    Board, except for a vote consistent with the unanimous vote of
    the other members of the Board.

  * The Parties mutually release all claims between the State
    Plaintiffs and the Company on the one hand and the Directors
    on the other, and between the Red Oak Parties on the one hand
    and the Directors and CLST, including any future claims
    arising out of the claims made in either of the Actions.  The
    released claims shall not include any claims by the Directors
    for indemnity and advancement under the Company's charter and
    bylaws, nor shall the released claims include any claims by
    the Company or Directors under any insurance policy maintained
    by the Company.

  * The sum of $2,700,000 will be paid to the Company by its
    insurance provider.

  * The Directors of the Company shall cause the Company's
    insurance provider and the insurance provider has agreed to
    pay, within five (5) business days of the Effective Date, (i)
    $2,250,000 to counsel for the plaintiffs in the State Court
    Action as compensation for their fees and expenses incurred
    therein and in recognition of the value provided by plaintiffs
    and their counsel to the Company through the filing and
    litigation of the State Court Action and (ii) $550,000 to the
    Red Oak Parties in satisfaction of their known and unknown
    claims, including but not limited to all claims asserted in
    the Federal Court Action.

  * The Company and the Directors, on the one hand, and the Red
    Oak Parties and State Plaintiffs on the other, shall not
    directly or indirectly initiate a proceeding or lawsuit
    against one another, other than (i) an action to enforce the
    terms of the Memorandum of Understanding or Settlement; or
    (ii) an action against the Company for failing to treat the
    Red Oak Parties or their affiliates in a fashion pari passu
    with other stockholders of the Company with respect to the
    distribution of money or property.

  * The Red Oak Parties and the State Plaintiffs shall not
    interfere, directly or indirectly, in the current or
    prospective business relationships of the Company and its
    Directors.

Contemporaneously with the Effective Date, the Company expects
to extend the term of its Management Liability and Company
Reimbursement policy with XL Specialty Insurance Company for a
period of 24 months at a premium of approximately $1,400,000.
This insurance policy includes directors and officers liability
coverage.

A full-text copy of the Memorandum of Understanding dated December
13, 2010, is available for free at:

               http://ResearchArchives.com/t/s?713c

As reported in the Troubled Reporter on March 15, 2010, Whitley
Penn LLP, in Dallas, Tex., expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's results for the fiscal year ended November 30, 2009.
The independent auditors noted that the Company has incurred net
losses in the past two years, has a working capital deficit at
November 30, 2009, is in default related to its CLST Asset I debt
obligation as of November 30, 2009, and continues to incur
significant general and administrative expenses related to its
ongoing litigation.

                       About CLST Holdings

CLST Holdings, Inc. (OTC: CLHI) does not have significant
operations.  Previously, it operated as a distributor of wireless
products and provider of distribution and value-added logistics
services to the wireless communications industry, serving network
operators, agents, resellers, dealers, and retailers with
operations in the North American and Latin American Regions.  The
company was formerly known as CellStar Corporation and changed its
name to CLST Holdings, Inc. in March 2007.  CLST Holdings, Inc.
was founded in 1981 and is based in Dallas, Texas.

On March 26, 2010 the Company filed a certificate of dissolution
with the Delaware Secretary of State which became effective on
June 24, 2010.  As a result of the effectiveness of the
certificate of dissolution, the Company was dissolved and, except
to the limited extent provided for by Delaware law, its corporate
existence ceased.  The corporation has three years to liquidate
its assets, prosecute and defend suits, satisfy or provide for its
liabilities, including contingent liabilities, to the extent of
the corporation's assets, and distribute the net proceeds or the
assets in kind, if any, to its stockholders.  During this time
period, the corporation must cease to carry on the business for
which it was established, except as may be necessary or incidental
to the winding up of the corporation's affairs.

The Company expects that it could take a couple of years for the
Company to complete its plan of dissolution and make final
liquidating distributions to its stockholders.


CMQ RESOURCES: Has Funding and Forbearance Deal With Matco
----------------------------------------------------------
CMQ Resources Inc. and Matco Investments Ltd., an insider and
principal creditor of CMQ, on December 19, 2010, entered into an
agreement whereby Matco has agreed to lend to CMQ up to C$700,000
at a simple interest rate equal to 9% per annum, calculated and
compounded monthly, pursuant to an unsecured bridge loan facility.

Additionally, pursuant to the Funding and Forbearance Agreement,
Matco has agreed that it will, for a period of 10 months from the
date of the Loan, forbear from enforcing its rights and remedies
against CMQ in respect of all amounts in which CMQ was, prior to
the Loan, already indebted to Matco and in respect of any amounts
advanced under the Loan.  CMQ intends to use the Loan to pay
outstanding accounts to third parties and to fund expenses
incurred in connection with the Rights Offering.

As an inducement to Matco for agreeing to provide the Loan and the
Forbearance and for extending the term for repayment of all
Outstanding Indebtedness, immediately following the closing of the
Rights Offering, Matco will be entitled to receive 12,000,000
Common Share purchase warrants on a post-Rights Offering basis.
The Warrants will be subject to certain restrictions on exercise
and a portion shall be subject to cancellation in accordance with
the terms and conditions of the Funding and Forbearance Agreement
and the policies of the TSXV.  Each Warrant will be exercisable at
a price of C$0.12 per Warrant for a period of two years from the
date of issuance.  The Warrants will be issued by way of private
placement pursuant to exemptions in Canada under National
Instrument 45-106.

Matco is currently an insider of CMQ, holding 1,195,493 Common
Shares, constituting 18.3% of the currently issued and outstanding
shares of CMQ.  As a result of the Stand-by Agreement and the
issuance of the Warrants it is expected that Matco will become a
control person of CMQ following the Rights Offering and that
Matco, together with other insiders, may hold up to 80% of the
issued and outstanding Common Shares, including any Common Shares
issuable on exercise of Warrants.  At CMQ's Annual and Special
Meeting of Shareholders held January 19th, 2010, shareholders of
CMQ had previously approved Matco becoming a control person of CMQ
on a "majority of the minority" basis, as required by the TSX
Venture Exchange and applicable securities regulations.

In the event that no parties other than Matco participated in the
Rights Offering, Matco acquired Common Shares under the Rights
Offering in accordance with its commitment under the Stand-by
Agreement and assuming a price per Common Share under the Rights
Offering equal to C$0.13, Matco would hold 20,426,262 Common
Shares, representing 79.3% of the issued and outstanding Common
Shares, on a post-Rights Offering basis and would be restricted
from exercising any of the Warrants.

The Funding and Forbearance Agreement has been entered into
subject to and is conditional upon receipt of regulatory approval,
including that of the TSXV.

Pursuant to the Funding and Forbearance Agreement, CMQ will use
the aggregate gross proceeds realized from the Rights Offering:
(i) the initial C$700,000 raised shall be used to repay all
advances under the Loan made prior to the completion of the Rights
Offering, payment of outstanding and overdue accounts to third
parties and for the funding of the expenses associated with the
Rights Offering; (ii) an amount not to exceed C$1,800,000 for
drilling and exploration activities, funding work commitments in
respect of CMQ's Nevada mining projects and properties and for
general and administrative expenses; (iii) additional amounts
received shall be applied to repayment of additional Outstanding
Indebtedness with the unsecured portion of the Outstanding
Indebtedness to be paid in priority to the secured indebtedness;
and (iv) any remaining proceeds shall be used for other purposes
as CMQ may see fit.

Independent directors of CMQ, free from any interest in the Rights
Offering or Funding and Forbearance Agreement, have recommended
proceeding with the Rights Offering and Funding and Forbearance
Agreement.  Based on the recommendation of such directors, their
belief that CMQ is in serious financial difficulty and their
belief that the Rights Offering and Funding and Forbearance
Agreement will improve CMQ's financial situation, the board of
directors of CMQ believes that the Rights Offering and Funding and
Forbearance Agreement are reasonable in the circumstances and that
the Rights Offering and Funding and Forbearance Agreement are
exempt from the valuation and shareholder approval requirements
that may otherwise be applicable pursuant to Multilateral
Instrument 61-101.

CMQ currently has 6,534,670 Common Shares issued and outstanding.

On December 15, 2010, CMQ said it would not be proceeding with the
private placement financing and debt restructuring previously
announced on September 1.  CMQ said it has been unable to obtain
receipt of all necessary regulatory approvals in a manner
satisfactory to CMQ and Matco Capital Ltd., CMQ's principal
creditor.  As a result of the failure of this proposal, CMQ
remained in default under its existing funding agreement with
Matco and does not have any source of capital to continue its
operations.

CMQ's directors have not made a filing under the Companies'
Creditors Arrangement Act because the prospect of obtaining
financing to fund a CCAA process is remote given the exploratory
nature of CMQ's business and the uncertain value of its assets.

Calgary, Alberta-based CMQ Resources Inc. (TSXV:NV) --
http://www.cmqresources.com/-- has acquired the Red Canyon
Project from Miranda Gold and the RO Claims (South Sleeper) from
Geologix Inc.  Each of these two areas represents gold
mineralization targets close to known deposits in regions of low
political risk.


CMQ RESOURCES: To Raise C$5 Million in Rights Offering
------------------------------------------------------
The board of directors of CMQ Resources Inc. has approved CMQ's
intent to proceed with an offering of rights to purchase common
shares of CMQ in order to provide CMQ with the capital required to
continue its ongoing Nevada exploration program.  CMQ intends to
raise up to C$5,000,000 in connection with the Rights Offering.
The independent members of the Board have also approved the
entering into of a funding and forbearance agreement.

The proposed Rights Offering is subject to regulatory approval,
including that of the TSX Venture Exchange and is expected to be
conducted by way of prospectus.  CMQ expects that a preliminary
prospectus in respect of the Rights Offering will be filed in mid-
to-late January, 2011.

Pursuant to the Rights Offering, each holder of Common Shares who
is resident in Canada as of a record date to be determined will be
entitled to receive one right for each Common Share held as of the
record date.  Shareholders resident outside of Canada may
participate in the Rights Offering if they are able to establish,
to the satisfaction of CMQ and its transfer agent that the
issuance of Common Shares pursuant to the Rights Offering to such
shareholders would not be in violation of the securities laws of
their jurisdiction of residence or other applicable jurisdiction.
Each whole Right will entitle the holder thereof to subscribe for
a set number of Common Shares at a price per Common Share equal to
a 25% discount to the market price of the Common Shares on the
TSXV, at the time of filing the final long form prospectus in
respect of the Rights Offering.

The Rights Offering will include an additional subscription
privilege.  Pursuant to the Additional Subscription Privilege,
holders of Common Shares who have exercised their Rights to
subscribe for Common Shares in full under the Basic Subscription
Privilege shall be entitled to subscribe for additional Common
Shares, if available.  Availability of such additional
subscriptions will be determined based on the number of Common
Shares not otherwise subscribed for on the initial exercise of
Rights under the Basic Subscription Privilege.

The independent members of the Board have also approved the
entering into of a stand-by commitment agreement with Matco
Investments Ltd., an insider and principal creditor of CMQ, who
will agree to purchase, at a price equal to the subscription price
under the Rights Offering, such number of Common Shares not
otherwise purchased pursuant to the Basic Subscription Privilege
and the Additional Subscription Privilege so as to provide gross
proceeds from the Rights Offering to the Corporation of not less
than C$2,500,000.

On December 15, 2010, CMQ said it would not be proceeding with the
private placement financing and debt restructuring previously
announced on September 1.  CMQ said it has been unable to obtain
receipt of all necessary regulatory approvals in a manner
satisfactory to CMQ and Matco Capital Ltd., CMQ's principal
creditor.  As a result of the failure of this proposal, CMQ
remained in default under its existing funding agreement with
Matco and does not have any source of capital to continue its
operations.

CMQ's directors have not made a filing under the Companies'
Creditors Arrangement Act because the prospect of obtaining
financing to fund a CCAA process is remote given the exploratory
nature of CMQ's business and the uncertain value of its assets.

Calgary, Alberta-based CMQ Resources Inc. (TSXV:NV) --
http://www.cmqresources.com/-- has acquired the Red Canyon
Project from Miranda Gold and the RO Claims (South Sleeper) from
Geologix Inc.  Each of these two areas represents gold
mineralization targets close to known deposits in regions of low
political risk.


COMFORCE CORP: Amends Merger Deal to Settle Class Suits
-------------------------------------------------------
COMFORCE Corporation and other named defendants have entered into
a binding memorandum of understanding with plaintiffs' counsel in
connection with four previously-consolidated putative class action
lawsuits filed in New York in connection with the proposed
acquisition of COMFORCE by affiliates of ABRY Partners, LLC.

On November 1, 2010, COMFORCE entered into an agreement and plan
of merger with CFS Parent Corp., an affiliate of ABRY, and CFS
Merger Sub Corp., a wholly-owned subsidiary of Parent and an
affiliate of ABRY, pursuant to which Merger Sub will merge with
and into COMFORCE, with COMFORCE being the surviving corporation.

Under the terms of the memorandum of understanding, Parent,
Merger Sub and COMFORCE agreed to amend the merger agreement to
address certain provisions characterized by the plaintiffs as
"preclusive," and COMFORCE agreed to make certain disclosures to
its stockholders relating to the merger, in addition to the
information contained in its definitive proxy statement filed with
the Securities and Exchange Commission on November 22, 2010.

In order to allow stockholders of COMFORCE more time to consider
the additional disclosures and the merger agreement amendments,
COMFORCE has agreed to delay its previously scheduled special
stockholder meeting in connection with the merger.  The special
stockholder meeting for COMFORCE scheduled for December 20, 2010
will be adjourned to December 27, 2010 starting at 10:00 a.m.,
local time, at 999 Stewart Avenue, Bethpage, New York 11714, or at
any further adjournment of this meeting.

Any proxies or votes already submitted by stockholders in
connection with the special meeting will remain valid and will be
unaffected by the delay in holding the special meeting or the
amendment of the merger agreement.  There is no need for any
stockholders to vote again.

COMFORCE will be mailing its current report on Form 8-K to
stockholders of record as of the close of business on the November
15, 2010 record date in order to supplement the disclosure in the
definitive proxy statement previously mailed to such stockholders.

                          About COMFORCE

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

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


CONSOLIDATED HORTICULTURE: Wins Final OK for Loan, Auction
----------------------------------------------------------
Dow Jones' Small Cap reports that Hines Nurseries LLC recently
scored a double victory in court, winning approval to continue
borrowing under a bankruptcy loan and permission to place its
assets on the auction block.

Judge Christopher S. Sontchi of the U.S. Bankruptcy Court in
Wilmington, Del., signed an order, giving Hines final approval to
borrow up to $21.5 million under a bankruptcy loan, according to
the report.  Dow Jones' relates that Black Diamond Commercial
Finance LLC is the administrative agent for the loan.

The report notes that Judge Sontchi signed off on an order
approving the rules that will govern an auction for the assets of
Hines.  An auction can be held Feb. 25, 2011, if Hines receives
more than one qualified bid, Dow Jones' discloses.

The report says that bids at the auction must be made in at least
$250,000 increments, although Hines has the right to change the
increment requirements up or down at the auction.

Sontchi will consider whether to approve the winning bidder at a
hearing February 28, the report adds.

                       About Hines Nurseries

Irvine, California-based Consolidated Horticulture Group LLC,
doing business as Hines Nurseries LLC --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.

Black Diamond Capital Management LLC purchased Hines
Nurseries Inc. in a bankruptcy sale in January 2009.  The
resulting reorganization plan, confirmed in January 2009, paid
secured creditors in full on their $35.9 million in claims while
providing as much as $12 million toward debt owing to suppliers
both before and after the bankruptcy filing.  The business bought
by Black Diamond was renamed to Consolidated Horticulture.

Consolidated Horticulture and its affiliates filed for Chapter 11
protection on October 12, 2010 (Bankr. D. Del. Lead Case No.
10-13308).  Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at
Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel to
the Debtors.  Attorneys at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., serve as bankruptcy counsel.  Epiq
Bankruptcy Solutions LLC is the claims agent.  Consolidated
Horticulture estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in the Chapter 11 petition.


CORPORATE WOODS: Taps Garten & Wanek as Bankruptcy Counsel
----------------------------------------------------------
Corporate Woods, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Iowa for permission to employ Jerrold Wanek
and Robert C. Gainer at Garten & Wanek, Attorneys at Law, as
counsel.

Garten & Wanek will represent the Debtor in the Chapter 11
proceeding.

The hourly rates of Garten & Wanek's personnel are:

     Mr. Wanek               $225
     Mr. Gainer              $195

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

Garten & Wanek can be reached at:

     Jerrold Wanek, Esq.
     Robert C. Gainer, Esq.
     GARTEN & WANEK
     505 - 5th Avenue, Suite 835
     Des Moines, IA 50309
     Tel: (515) 243-1249

                       About Corporate Woods

Headquartered in Des Moines, Iowa, Corporate Woods, LLC, filed for
Chapter 11 protection on November 17, 2010 (Bankr. S.D. Iowa Case
No. 10-05563).  The Debtor disclosed $9,041,406 in assets and
$10,518,601 in liabilities as of the Chapter 11 filing.


CORPORATE WOODS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Corporate Woods, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Iowa its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $9,000,000
  B. Personal Property               $41,406
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,350,393
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,138,173
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $30,035
                                 -----------      -----------
        TOTAL                     $9,041,406      $10,518,601

                       About Corporate Woods

Headquartered in Des Moines, Iowa, Corporate Woods, LLC, filed for
Chapter 11 protection on November 17, 2010 (Bankr. S.D. Iowa Case
No. 10-05563).  Robert C. Gainer at Garten & Wanek, Attorneys at
Law, represents the Debtor.


CORPORATE WOODS: Section 341(a) Meeting Scheduled for January 4
---------------------------------------------------------------
The U.S. Trustee for Region 12 will convene a meeting of creditors
in Corporate Woods, LLC's Chapter 11 case on January 4, 2011, at
10:00 a.m.  The meeting will be held at Room 783, Federal
Building, 210 Walnut, Des Moines, Iowa.

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

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

Headquartered in Des Moines, Iowa, Corporate Woods, LLC, filed for
Chapter 11 protection on November 17, 2010 (Bankr. S.D. Iowa Case
No. 10-05563).  Jerrold Wanek, Esq., represents the Debtor.  The
Debtor disclosed $9,041,406 in assets and $10,518,601 in debts in
its Schedules of Assets & Liabilities.


COYOTES HOCKEY: Glendale Okays $197MM Package to Keep Team
----------------------------------------------------------
The city council for Glendale, Arizona, on Dec. 14 voted 5-2 to
approve a $197 million deal that will keep the Phoenix Coyotes
hockey team in town and allow Chicago businessman Matthew Hulsizer
to acquire the franchise.

NHL.com correspondent Jerry Brown reports that the City Council
meeting ran for more than four hours.  Mr. Brown notes Mr.
Hulsizer will become the fourth owner of the franchise since it
moved to the desert from Winnipeg in 1996.

The National Hockey League purchased the team out of bankruptcy
after it foiled former owner Jerry Moyes's attempt to sell the
Coyotes to BlackBerry billionaire Jim Balsillie, who would have
moved the club back to his native Canada.

Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
relates the league's ability to thwart the proposed sale through a
Chapter 11 filing showed the power of sports leagues over their
owners, even in bankruptcy court.  But the deal left the league
running the Coyotes for an entire season after several bids to buy
the team fell apart.

According to DBR, Glendale agreed to buy the team's parking rights
and will pay Mr. Hulsizer's group to run Jobing.com Arena.  Mr.
Hulsizer will use a portion of those funds to purchase the team
for a reported $170 million.

Mr. Balsillie had offered $212.5 million for the Coyotes on the
condition that he could relocate the franchise to Hamilton,
Ontario.

                        About Coyotes Hockey

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.

In the third quarter of 2009, Judge Redfield T. Baum approved the
sale of the Phoenix Coyotes to the National Hockey League, which
had bought the team to quash a plan by bidder Jim Balsillie's to
move the team to Ontario, Canada.  Coyotes was sent to Chapter 11
to effectuate a sale by owner Jerry Moyes to Mr. Balsillie.


CRYSTAL CATHEDRAL: Won't Stage "Glory of Christmas" Pageant
-----------------------------------------------------------
Crystal Cathedral Ministries won't stage the 30th edition of its
pageant "Glory of Christmas" after filing for bankruptcy.  Deepa
Bharath, writing for The Orange County Register, reports that the
pageant had become one of the few beloved Orange County holiday
traditions over the years in addition to Disneyland's Candlelight
Processional and the South Coast Repertory's "A Christmas Carol."

The OC Register reports that over the past year, the church has
sold off prime assets, laid off more than 150 employees and
significantly slashed its "Hour of Power" programming.

The OC Register says the cathedral's board of directors has denied
offers from local theater companies and even from family members
of the megachurch's founder, Robert H. Schuller, to stage the
traditional Christmas pageant this year.  The cathedral, for the
first time, canceled its "Glory of Easter" pageant in April.

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."
Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on October 18, 2010.  March J.
Winthrop, Esq., at Winthrop Couchot Professional Corporation, in
Newport Beach, California, represents the Debtor.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.


CYNERGY DATA: Files Joint Chapter 11 Plan Along With Dymas Funding
------------------------------------------------------------------
Cynergy Data LLC on Friday filed a joint Chapter 11 plan along
with Dymas Funding Co. LLC that would see first-lien lenders,
represented by Comerica Bank, along with junior first-lien
lenders, represented by Dymas, get a modest recovery from
liquidation proceeds, Bankruptcy Law360 reports.

                        About Cynergy Data

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

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

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


DAVID DUNNE: U.S. Trustee Unable to Form Creditors Committee
------------------------------------------------------------
The Office of the U.S. Trustee for Region 18 notified the U.S.
Bankruptcy Court for the Western District of Washington that it
was unable to appoint an official committee of unsecured creditors
in the Chapter 11 case of David Michael Dunne, aka D Michael
Dunne, and Jo Ann Elizabeth Dunne.

The U.S. Trustee explained that there were insufficient
indications of willingness from the unsecured creditors to serve
in the committee.

Lake Tapps, Washington-based David Michael Dunne, aka D Michael
Dunne, and Jo Ann Elizabeth Dunne filed for Chapter 11 bankruptcy
protection on July 22, 2010 (Bankr. W.D. Wash. Case No. 10-45981).
Timothy W. Dore, Esq., at Ryan Swanson & Cleveland PLLC, assists
the Joint Debtors in their restructuring effort.  The Debtors
estimated assets and debts at $10,000,001 to $50,000,000 as of the
Petition Date.


DETROIT TUBULAR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Detroit Tubular Rivet, Inc.
        1213 Grove Street
        Wyandotte, MI 48192

Bankruptcy Case No.: 10-77682

Chapter 11 Petition Date: December 17, 2010

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

Judge: Phillip J. Shefferly

Debtor's Counsel: Jason W. Bank, Esq.
                  KERR, RUSSELL AND WEBER, PLC
                  500 Woodward Avenue, Suite 2500
                  Detroit, MI 48226
                  Tel: (313) 961-0200
                  Fax: (313) 961-0388
                  E-mail: jwb@krwlaw.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/mieb10-77682.pdf

The petition was signed by Gerald Keast, president and CEO.


DOLLAR THRIFTY: S&P Raises Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard and Poor's Ratings Services said that it has raised its
ratings, including the CCR, on Tulsa, Okla.-based car renter
Dollar Thrifty Automotive Group Inc. to 'B' from 'B-', based on
the company's improved operating and financial performance.  S&P
is also raising its rating on DTAG's senior secured credit
facility.  All ratings remain on CreditWatch, where they were
initially placed with positive implications on April 26, 2010,
when competitor Hertz Global announced it had signed a definitive
agreement to acquire DTAG.  DTAG's shareholders voted against that
bid on Sept. 30, 2010.  Higher rated competitor Avis Budget now
appears to be the likely acquirer of DTAG, pending regulatory
approval expected in early 2011.

"The ratings upgrade reflects DTAG's improved operating and
financial performance, which S&P expects to be sustained, whether
or not the company is acquired by Avis Budget," said Standard &
Poor's credit analyst Betsy Snyder.  "The company's operating
performance has benefited from stronger demand, higher prices, and
substantial cost reductions.  As a result, for the 12 months ended
Sept. 30, 2010, DTAG's adjusted operating margin (after
depreciation) increased to 20.6% from 6.8% a year earlier."

This, along with a $1.1 billion reduction in debt since late 2008
as the company has reduced the size of its fleet, has resulted in
much better credit metrics, with EBITDA interest coverage
increasing to 5.1x and funds from operations to debt of 32% for
the 12 months through Sept. 30, 2010, compared with 4.2x and 24%,
respectively, a year earlier.  These levels are substantially
higher than Avis Budget's 3.8x and 21%, respectively, and Hertz's
respective 3.3x and 19%.  S&P expects DTAG to maintain similar
capital spending levels in 2011 relative to 2010, as it continues
to add to its fleet to meet improving demand, resulting in
relatively consistent credit metrics through 2011.  In the
proposed acquisition of DTAG by Avis Budget, DTAG's corporate debt
would be retired, and Avis Budget, rated higher than DTAG, would
assume its $1.4 billion (as of Sept. 30, 2010) in fleet debt.

The ratings on DTAG reflect its aggressive financial profile and
small market share, and the price-competitive and cyclical nature
of on-airport car and equipment rentals.  The ratings also
incorporate the strong cash flow its business generates, even in
periods of weak demand.  S&P characterize DTAG's business risk
profile as weak and its financial risk profile as aggressive.

"If the proposed acquisition by Avis Budget is successfully
concluded, DTAG's corporate debt would be retired, and Avis Budget
would assume its $1.4 billion (as of Sept. 30, 2010) in fleet
debt," Ms. Snyder added.  "If the acquisition does not go through,
leading to a revised bid by Hertz Global, S&P would evaluate that
transaction.  The current ratings incorporate S&P's expectations
for DTAG's business risk and financial risk profiles on a stand-
alone basis."


DOWNEY REGIONAL: Deferred Compensation Plans Were Estate Assets
---------------------------------------------------------------
WestLaw reports that the funds that were deposited in an annuity
contract account with a life insurance by a Chapter 11 debtor-
employer pursuant to its deferred compensation plan were not
"withheld" from the plan participants' wages.  The funds thus did
not fall within the statute that excluded from the bankruptcy
estate amounts that were withheld by an employer from the wages of
its employees for payment as contributions to an employee benefit
plan subject to Employee Retirement Income Security Act.  In re
Downey Regional Medical Center-Hosp., Inc., --- B.R. ----, 2010 WL
5059586 (9th Cir. BAP).

A copy of the Nov. 16, 2010, slip opinion is available at
http://is.gd/j98bmfrom Leagle.com.

                      About Downey Regional

Downey Regional Medical Center is a 90-year-old, 199-bed, not-for-
profit regional hospital and medical center in Southeast Los
Angeles County.  Regional Medical sought Chapter 11 protection
(Bankr. C.D. Calif. Case No. 09-34714) on Sept. 14, 2009.  Lisa
Hill Fenning, Esq., at Arnold & Porter LLP in Los Angeles,
represents the Debtor in its restructuring effort.  In its
petition, the Debtor estimated assets and debts between $10
million and $50 million.  The Troubled Company Reporter related in
April 2010 that Presbyterian Intercommunity Hospital was attepting
to buy Downey Regional Medical Center.


DOZER ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Dozer Enterprises, Inc.
          dba Dozer Excavating & Snow Removal
        11690 Chippewa Highway
        Bear Lake, MI 49614

Bankruptcy Case No.: 10-14781

Chapter 11 Petition Date: December 17, 2010

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Steven L. Rayman, Esq.
                  RAYMAN & STONE
                  141 E Michigan Avenue, Ste 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  E-mail: courtmail@raymanstone.com

Scheduled Assets: $870,699

Scheduled Debts: $2,424,930

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/miwb10-14781.pdf

The petition was signed by Joey W. Miller, president.


DUBAI INT'L CAPITAL: To Restructure $2.5 Billion of Debt
--------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Dubai Holding's
private equity arm and investment arm, Dubai International
Capital, Friday said it had agreed a restructuring of some
$2.5 billion of debt and also announced the retirement of its
chief executive.


E*TRADE FINANCIAL: Sr. VP Audette Promoted to Chief Fin'l Officer
-----------------------------------------------------------------
On December 17, 2010, E*TRADE Financial Corporation announced the
appointment of Matthew J. Audette as Chief Financial Officer
effective January 1, 2011.  Bruce Nolop, the Company's current
Chief Financial Officer, will be retiring from the Company
following the expiration of his term of employment under his
employment agreement at the end of 2010.

Mr. Audette is currently the Company's Senior Vice President and
Corporate Controller.  He has served as the Company's Corporate
Controller since 2005 and served as interim Chief Financial
Officer from May 2008 to September 2008.  He has served in various
other finance and accounting positions with the Company and its
affiliates since 2000, including serving as chief financial
officer of E*TRADE Bank since 2004.  The Company expects to enter
into its standard form of employment agreement with Mr. Audette
and to provide assistance in connection with him relocating to the
Company's corporate headquarters in New York.

The Company expects Mr. Nolop, age 60, to remain in an advisory
role to assist with the transition during the first quarter of
2011 and to be eligible to receive separation benefits consistent
with his employment agreement and the Company's employment
agreements with other executive officers.

                     About E*Trade Financial

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

The Company's balance sheet at Sept. 30, 2010, showed
$45.27 billion in total assets, $41.10 billion in total
liabilities, and stockholder's equity of $4.16 billion.

                         *     *     *

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

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

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


EASTERN LIVESTOCK: Creditors Get Interim Trustee to Take Over
-------------------------------------------------------------
The Hon. Basil H. Lorch III of the U.S. Bankruptcy Court for the
Southern District of Indiana approved the appointment of an
interim trustee to operate Eastern Livestock Co., LLC's business.

David L. Rings, Southeast Livestock Exchange, LLC, and Moseley
Cattle Auction LLC asked the Court to authorize the appointment of
an interim trustee in response to the alleged unlawful and
fraudulent conduct undertaken by the Debtor.

The Creditors wanted a trustee appointed due to, among other
things: (i) the Debtor's issuance of between $81 million and $13.0
million of bad checks; (ii) the U.S. Department of Agriculture and
USDA's Grain Inspection, Packers and Stockyards Administration
investigation of the Debtor for violations of the Packers and
Stockyards Act; and (iii) the court order for the immediate
appointment of receiver on November 9, 2010, in an Ohio
litigation.

According to the Creditors, the Debtor's massive issuance of
insufficient fund checks, the collapse of its management, and the
governmental civil and criminal investigation of the Debtor's
activities pose a threat to the interests of the Creditors and all
other creditors, and are severely hindering the Creditors' efforts
to make recovery of their claims.  The Creditors said that due to
the nature of the cattle industry, all parties in the business are
exposed in an involuntary bankruptcy unless a trustee is
appointed.

The interim trustee will ensure that all transactions and day-to-
day management of the Debtor are conducted in the ordinary course
of business on an arms-length basis and on commercially reasonable
terms.

The Creditors are represented by Greenebaum Doll & McDonald PLLC.

Eastern Livestock Co., LLC, is a cattle brokerage company in New
Albany, Indiana.  David L. Rings, Southeast Livestock Exchange,
LLC, and Moseley Cattle Auction, LLC, filed an involuntary Chapter
11 petition (Bankr. S.D. Ind. Case No. 10-93904) in New Albany,
Indiana, for the Company on December 6, 2010.  The Petitioning
Creditors claim they are owed a total of $1.45 million for "cattle
sold."


EASTERN LIVESTOCK: Receiver Can Remain Until Trustee Appointment
----------------------------------------------------------------
Elizabeth Lynch, the state court-appointed receiver and the
custodian for Eastern Livestock Co., LLC, sought and obtained
authorization from the Hon. Basil H. Lorch III of the U.S.
Bankruptcy Court for the Southern District of Indiana to operate
the Debtor's business until a trustee is appointed.

Petitioning creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, also asked the
Court to let Ms. Lynch of Development Specialists, Inc., act as a
custodian to continue to administer all property of the Debtor and
prohibit the current management or ownership of the Debtor from
taking any action concerning the Debtor's property pending the
appointment of a bankruptcy trustee.

The Creditors want Ms. Lynch to continue being custodian due to
the Debtor's alleged unlawful and fraudulent conduct undertaken
for its own benefit and to the detriment of the Creditors and due
to, among other things: (i) the Debtor's issuance of between
$81 million and $13.0 million of bad checks; (ii) the U.S.
Department of Agriculture and USDA's Grain Inspection, Packers and
Stockyards Administration investigation of the Debtor for
violations of the Packers and Stockyards Act; and (iii) the court
order for the immediate appointment of receiver on November 9,
2010, in an Ohio litigation.

Eastern Livestock Co., LLC, is a cattle brokerage company in New
Albany, Indiana.  David L. Rings, Southeast Livestock Exchange,
LLC, and Moseley Cattle Auction, LLC, filed an involuntary Chapter
11 petition (Bankr. S.D. Ind. Case No. 10-93904) in New Albany,
Indiana, for the Company on December 6, 2010.  The Petitioning
Creditors claim they are owed a total of $1.45 million for "cattle
sold."


EVERGREEN SOLAR: Needs to Sweeten Debt Swap Bid, Analysts Say
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Evergreen Solar
Inc. is seeking to lower its debt burden and free up capital to
fund growth through a proposed debt exchange, but analysts say the
transaction, as currently offered, isn't all that enticing for all
bondholders.

As reported by the Troubled Company Reporter on December 10, 2010,
Evergreen Solar's Board of Directors has approved a comprehensive
recapitalization plan to align the company's capital structure
with its current business model and to better position Evergreen
Solar for future growth.  The recapitalization plan, if fully
executed, will:

     -- Substantially reduce the company's outstanding
        indebtedness and annual interest expense;

     -- Exchange a substantial portion of the company's existing
        convertible debt for new debt with longer maturities and
        lower conversion prices;

     -- Create a capital structure that should provide greater
        incentive to convertible debt holders to convert their
        notes into shares of the company's common stock, which
        would further accomplish Evergreen Solar's goal of
        substantially reducing outstanding debt; and

     -- Enhance the company's flexibility to manage its business
        by eliminating certain restrictive covenants and the
        security interests contained in existing debt instruments.

The recapitalization plan is comprised of these key elements:

     -- Exchange offers and a consent solicitation;

     -- Raising additional capital by seeking to sell up to
        $40,000,000 aggregate principal amount of Evergreen
        Solar's new 4% Convertible Subordinated Additional Cash
        Notes due 2020;

     -- Implementing the 1-for-6 reverse stock split previously
        approved by Evergreen Solar's stockholders at the
        company's annual meeting on July 27, 2010, which will
        become effective prior to the closing of the exchange
        offers; and

     -- Increasing Evergreen Solar's authorized shares of common
        stock from 120,000,000 to 240,000,000 shares (after giving
        effect to the reverse stock split), in order to ensure
        that the company has sufficient shares available for
        future issuances.

Evergreen Solar plans to hold a Special Meeting of stockholders in
early 2011 to ask its stockholders to support the recapitalization
plan.  Specifically, the proposed exchange offers and consent
solicitation described in summary below, as well as the increase
in authorized shares of common stock, will require approval from
the company's stockholders, in accordance with certain NASDAQ and
Delaware corporate law requirements.

If the company's stockholders fail to provide the approval
required for NASDAQ and Delaware law purposes at the Special
Meeting, the company will not be able to implement its
recapitalization plan as contemplated and thus will be unable to
reduce its outstanding indebtedness and interest expense or
strengthen its capital structure and the company will consider all
other viable alternatives which may be available.  The
alternatives may not be on terms as favorable to its stockholders
as the recapitalization plan.

In addition, if at the Special Meeting the company's stockholders
fail to approve the proposed increase in the authorized shares of
common stock, the company may still choose to complete the
exchange offers.  Having these additional authorized shares would
increase the company's financial flexibility going forward to
raise additional funding using equity and equity linked
securities.  In addition, the lack of additional authorized shares
could, under certain circumstances, limit the company's ability to
pay certain amounts under the new notes using shares of common
stock instead of cash, which would reduce the company's financial
flexibility.

Lazard Capital Markets LLC will serve as the dealer manager for
the exchange offers and sole bookrunner for the new money
offering.

                    Summary of Exchange Offers
                     and Consent Solicitation

In the exchange offers, Evergreen Solar is offering to exchange
(i) its new 4% Convertible Subordinated Additional Cash Notes due
2020 for up to $200,000,000 aggregate principal amount of its
existing 4% Senior Convertible Notes and (ii) its new 7.5%
Convertible Senior Notes due 2017 for all of its existing 13%
Convertible Senior Secured Notes.

In exchange for each $1,000 principal amount of existing 4% notes
that is tendered and accepted, holders of existing 4% notes will
receive new 4% notes.  The amount of new 4% notes to be issued
will be determined by a modified "Dutch auction," where holders
must submit tenders in the range from $425 principal amount to
$500 principal amount of new 4% notes that would be issued for
each $1,000 principal amount of existing 4% notes surrendered for
exchange by such holder.  All existing 4% notes tendered up to
$200,000,000 aggregate principal amount will receive new 4% notes
at the highest exchange ratio bid by holders in the tender. In the
event more than $200,000,000 aggregate principal amount of
existing 4% notes are tendered, the company will accept all
tenders at or below such exchange ratio on a pro rata basis.  The
company will reject all existing 4% notes tendered in excess of
such exchange ratio.

In exchange for each $1,000 principal amount of existing 13% notes
that is tendered and accepted, holders of existing 13% notes will
receive $1,000 principal amount of new 7.5% notes.

Both the new 4% notes and the new 7.5% notes contain terms and
features that should provide greater incentive to convertible note
holders to convert their notes into shares of Evergreen Solar's
common stock more quickly than the existing 4% notes and the
existing 13% notes.

The purpose of the consent solicitation is to adopt proposed
amendments to the indenture governing the company's existing 13%
notes, which will release the security interest and all of the
collateral securing the company's obligations under the existing
13% notes, terminate the existing collateral documents and
eliminate many of the restrictive covenants and certain events of
default in the indenture for the company's 13% notes.

                        About Evergreen Solar

Marlboro, Massachusetts, December 6, 2010 - Evergreen Solar, Inc.
(NasdaqGM: ESLR) -- http://www.evergreensolar.com/-- develops,
manufactures and markets String Ribbon(R) solar power products
using its proprietary, low-cost silicon wafer technology.


FIRSTGOLD CORP: Canarc Successful Bidder for Mine Assets
--------------------------------------------------------
Canarc Resource Corp. is the successful bidder to acquire a
largely built and permitted, open pit, heap leach gold mine
through a bankruptcy court auction held in Reno, Nevada.  Canarc
has agreed to purchase the Relief Canyon gold mine assets from
Firstgold Corporation for US$11 million, subject to a due
diligence period expiring February 4, 2011.

                            Bridge Loan

As a condition of its winning bid, Canarc has paid a non-
refundable US$300,000 deposit to Firstgold in trust pending
Canarc's final due diligence.  To facilitate the mine purchase and
minimize shareholder dilution, Canarc has arranged a Cdn$12
million bridge loan with Effisolar, a company focused on
investments in energy and mining, subject to Effisolar's due
diligence, execution of definitive loan documents and regulatory
and exchange approval.  The loan will close on or before
February 3, 2011, maturing in one year, bearing simple annual
interest of 12% and secured by a first charge on the Relief Canyon
gold mine assets.  Canarc will issue a closing bonus of 1 million
common shares to Effisolar and will have the right to repay the
loan at any time after 6 months.

Should Canarc elect not to proceed with the purchase of the Relief
Canyon gold mine assets, the Company is obligated to pay an
additional US$300,000 to Firstgold but in return, Firstgold will
transfer to Canarc ownership of their fully built, permitted and
operating commercial assay laboratory located near the Relief
Canyon mine-site.  Another mining company bid US$600,000 at the
bankruptcy court auction to purchase this lab and they have
indicated to Canarc their interest in negotiating an agreement
regarding possible shared operation and/or ownership of the lab.

To facilitate the lab purchase if needed, Canarc has arranged a
separate Cdn$300,000 convertible loan with Effisolar, subject to
Effisolar's due diligence, execution of definitive loan documents
and regulatory and exchange approval.  At Canarc's election, the
loan will close on or before February 3, 2011, maturing in one
month, bearing no interest and will automatically convert into
Canarc common shares based on the 10 day average closing price on
the TSX prior to closing this loan, subject to TSX approval.

                    Relief Canyon Gold Mine

Canarc has completed extensive technical due diligence regarding
the Relief Canyon Gold Mine assets including two site visits and
full data review.  The Relief Canyon gold mine assets were
reviewed for Firstgold by an independent engineering firm in a
technical report completed to NI 43-101 standards dated June 7,
2010.

Canarc then plans to raise up to US$22 million through a gold
convertible loan in order to retire the Cdn$12 million bridge loan
and invest US$7 million in remaining capital expenditures with the
intention of bringing the Relief Canyon gold mine back into
production. Canarc has received several expressions of interest
from prospective lenders for a gold convertible loan facility.

Canarc was ably assisted in its efforts to acquire the Relief
Canyon gold mine assets by Auramet Trading LLC, who will receive a
3% finder's fee upon the closing of this US$11 million
transaction.

Canarc Resource Corp. is a growth-oriented, gold exploration
company listed on the TSX and the OTC-BB.  Canarc is currently
focused on exploring its recently acquired Tay LP gold property
in south-central Yukon and seeking a partner to advance its
1.1 million oz, high grade, underground, New Polaris gold mine
project in north-western British Columbia to the feasibility
stage.


FISH & FISHER: Accountant's Sale of Claim Doesn't Meet Sec. 327
---------------------------------------------------------------
Bankruptcy Judge Edward Ellington vacated a prior order
authorizing James W. O'Mara, the Chapter 11 Trustee for Fish &
Fisher, Inc., to employ Horne LLP as accountants.

R. Michael Bolen, the United States Trustee for Region 5, asked
the Court to reconsider its order on grounds that Horne does
not satisfy the disinterestedness standard for employment of
professionals set forth in 11 U.S.C. Sec. 327.

Equity Security Holders Renna Fisher and Jacqueline Williams also
sought reconsideration of the Orders.

Horne had sold a prepetition claim to Argo Partners.  The deal,
however, was contingent on the outcome of the Debtor's bankruptcy
case.  Argo Partners made an initial payment to Horne of $10,000.
However, the payment was contingent on the amount Argo Partners
would receive in the Debtor's plan of reorganization -- If the
distribution was less than $10,000, then Horne would reimburse
Argo Partners up to $10,000, and thereby guarantee payment to Argo
Partners of not less than $10,000; if the distribution equaled or
was less than $30,000, then Argo Partners would simply retain the
entire amount up to $30,000; or if the distribution exceeded
$30,000, then Argo Partners would receive $30,000, and share the
amount in excess of $30,000 on a 50/50 basis with Horne.

Judge Ellington ruled that Horne clearly holds an economic
interest that is adverse to the estate for the simple reason that
Horne will sustain a financial loss if the estate pays Argo
Partners less than $10,000, and will receive a financial benefit
if the estate pays Argo Partners more than $30,000.  The presence
of this interest disqualifies Horne from employment.

A copy of Judge Ellington's December 17, 2010, Findings of Fact
and Conclusions of Law is available at http://is.gd/j8yL3from
Leagle.com.

An involuntary petition for relief was filed against Fish &
Fisher, Inc., (Bankr. S.D. Miss. Case No. 09-02747) on August 7,
2009, by Merchants & Farmers Bank, Bonds Company, Inc., and
Busylad, Inc.  An order for relief was entered on September 23,
2009.  After becoming concerned about the Debtor's handling of
proceeds from a recent arbitration award, Horne LLP filed a
Joinder in Involuntary Petition.  Horne also filed a proof of
claim for $113,760.90 for unpaid invoices for general accounting,
tax, and business advisory services provided the Debtor from
February 2007 through April 2009.

Upon the Debtor's motion, the Court converted the bankruptcy case
to a Chapter 11 case on March 2, 2010.  On March 9, 2010,
Merchants & Farmers Bank filed a motion to re-convert the case
to Chapter 7.  Horne filed a Joinder in Motion to Convert to
Chapter 7 Proceeding.

Horne and Merchants & Farmers Bank agreed to settle their
conversion motions after the Debtor agreed to the appointment of a
Chapter 11 trustee.  The Trustee's selection was approved by the
Court on July 13, 2010.

Equity Security Holders, Renna Fisher and Jacqueline Williams, are
represented by:

          Craig M. Geno, Esq.
          HARRIS, JERNIGAN & GENO, PLLC
          587 Highland Colony Pkwy.
          P.O. Box 3380
          Ridgeland, MS
          Telephone: 601-427-0048
          Facsimile: 601-427-0050
          E-mail: hg@harrisgeno.com

The Chapter 11 Trustee is represented in the case by:

          James W. O'Mara, Esq.
          Tommie Wilsford Allen, Esq.
          PHELPS DUNBAR LLP
          4270 I-55 North
          Jackson, MS
          Telephone: (601) 360-9331
          Facsimile: (601) 360-9777
          E-mail: omaraj@phelps.com
                  allent@phelps.com

Horne LLP is represented by:

          Luke Dove, Esq.
          DOVE & CHILL
          1020 Highland Colony Parkway, Suite 412
          Ridgeland, MS


FISHERMAN'S WHARF: Files Amended Plan of Reorganization
-------------------------------------------------------
Fisherman's Wharf of Venice, Inc., et al., submitted to the U.S.
Bankruptcy Court for the Middle District of Florida a proposed
Plan of Reorganization and an explanatory Disclosure Statement, as
amended.

The Plan provides for, among other things, distribution of cash
upon negotiation of the treatment as to how to satisfy in full
Allowed Administrative Expense Claims, Allowed Priority
Tax Claims and Allowed Priority Claims.  The Plan also provides
for a 100% distribution of cash to the holders of Allowed General
Unsecured Claims, the Witzer Deficiency Claim and Allowed Secured
Claims.

Additionally, on the effective date, all Interests will be
retained unaltered; provided, however, that no distributions will
be made to holders of Interests under the Plan until all senior
Allowed Claims are satisfied in full pursuant to the treatment of
claims under the Plan.

A full-text copy of the Amended Disclosure Statement is available
for free at:

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

              About Fisherman's Wharf of Venice, Inc.

Venice, Florida-based Fisherman's Wharf of Venice, Inc., filed for
Chapter 11 on May 4, 2010 (Bankr. M.D. Fla. Case No. 10-10694).
H. Bradley Staggs, Esq., at Bush Ross, P. A. represents the
Debtor.  The Company disclosed $15,990,500 in assets and
$13,853,990 in liabilities as of the Chapter 11 filing.


FONTAINEBLEAU LV: $20 Million in Claims Change Hands Oct.-Nov.
--------------------------------------------------------------
The Clerk of the Bankruptcy Court recorded the transfer of four
claims totaling $5,147,526 for the period October 1 - October 31,
2010:

Transferor          Transferee          Claim No.        Amount
----------          ----------          ---------        ------
Cantor Fitzgerald   Varde Investment   379,574,737   $1,549,175
Securities          Partners, L.P.

Cantor Fitzgerald   Varde Investment   635,512 376    1,549,175
Securities          Partners, L.P.

Cantor Fitzgerald   Varde Investment   694,575,753    1,549,175
Securities          Partners, L.P.

Morgan Stanley      Solus Core         811,395,853      500,000
Senior Funding      Opportunities      856,826,399
Inc.                Master Fund Ltd.   562,733,375

As previously reported, the Clerk of the Bankruptcy Court recorded
the transfer of 134 claims totaling $260,871,886 in July, 96
claims totaling $323,788,166 in August, and six claims totaling
$13,942,580 in September 2010.

Fontainebleau's number of claim transfers has remarkably dropped
in October 2010.

Susan Gutierrez, the Court's Deputy Clerk, notifies parties-in-
interest that pursuant to Rule 3001(e) of the Federal Rules of
Bankruptcy Procedure, evidences of complete or partial transfer of
the transferred claims have been filed with the Court.

                    November Claims Transfers

The Clerk of the Bankruptcy Court recorded the transfer of three
claims totaling $15,000,000 for the period November 1 -
November 31, 2010:

Transferor          Transferee          Claim No.        Amount
----------          ----------          ---------        ------
Eastland CLO, Ltd.  Kelts, LLC             809       $5,000,000
Eastland CLO, Ltd.  Kelts, LLC             597        5,000,000
Eastland CLO, Ltd.  Kelts, LLC             605        5,000,000

Although the number of Fontainebleau's claim transfers in November
is one less than that of the previous month, the amount of the
claims transferred has increased.  In October 2010, the Clerk of
the Bankruptcy Court recorded the transfer of four claims totaling
$5,147,526.

Susan Gutierrez, the Court's Deputy Clerk, notifies parties-in-
interest that pursuant to Rule 3001(e) of the Federal Rules of
Bankruptcy Procedure, evidences of complete or partial transfer of
the transferred claims have been filed with the Court.

                   About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LV: Ch. 7 Trustee Wants Reimbursement of Expenses
---------------------------------------------------------------
Soneet R. Kapila, Fontainebleau Las Vegas Holdings LLC's Chapter 7
trustee, asks the Bankruptcy Court to issue an order authorizing
him to reimburse payments made for moving and storage expenses.

The Debtors maintained storage units in Las Vegas that housed
their books, records and miscellaneous computer equipment.  The
records consisted of approximately 220 boxes.

Mr. Kapila tells the Court that he deemed it more efficient to
relocate the records to Fort Lauderdale, Florida, which is where
the case is venued, and the Trustee's office is located, in order
to conduct his investigation and analysis of the records.  The
location is also more accessible to the professionals involved in
the case administration, he said.

The Chapter 7 Trustee engaged the services of Sureway Moving &
Storage to relocate the records from Las Vegas to Fort Lauderdale.
They charged $4,800 to complete the move.

The Chapter 7 Trustee previously sought and obtained the Court's
permission to pay monthly administrative expenses not to exceed
$5,000 per month.  Included in the expense motion was a request to
pay for records relocation.  The Chapter 7 Trustee subsequently
began making the arrangements to relocate the records from Las
Vegas to Fort Lauderdale.

As previously reported, JMB Capital Partners Master Fund LP and
the M&M Lienholders filed a request for reconsideration of the
expense motion, which is currently set for hearing on January 27,
2010.  As a consequence, Mr. Kapila says, he has been hamstrung in
continuing his case administration and pay for the basic necessary
expenses.  He notes that as he commenced arrangements to relocate
the records and ceased the storage payments based on the approval
of the expense motion, he decided to move forward with relocating
the records.

Sureway agreed to relocate the records for $4,800 but required a
50% down payment with a Visa or MasterCard, and upon completion of
the move the remaining 50% was due upon delivery, Mr. Kapila
discloses.  He says that he agreed to front the costs of the move
on his personal MasterCard.

Once the records reached Fort Lauderdale, they were moved into a
storage unit located as Space Plus Self Storage.  To secure the
unit, Kapila & Company paid $351 on November 3, 2010.  The monthly
rent is $351 and is due on the 4th of each month, Mr. Kapila
relates.

Mr. Kapila believes that the fees associated with the relocation
services are reasonable, and hence, he seeks authority to
reimburse himself and Kapila & Company with regard to the
relocation expenses.

The Court will convene a hearing on January 6, 2011, to consider
the request.

                   About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LV: Trustee Proposes Genevose as Special Counsel
--------------------------------------------------------------
Soneet R. Kapila, Fontainebleau Las Vegas Holdings LLC's Chapter 7
trustee, seeks authority to retain Paul J. Battista, Esq., and the
law firm of Genovese Joblove & Battista, P.A., as special
litigation counsel.

Genovese used to serve as the co-counsel to the Official Committee
of Unsecured Creditors.  As a result of the conversion of the
Debtors' cases to Chapter 7, the Creditors Committee was disbanded
and GJB's role as co-counsel to the Creditors Committee ceased.

As special litigation counsel, GJB will investigate and, if
appropriate in the discretion of the Chapter 7 Trustee, pursue all
claims or causes of action that the bankruptcy estates have
against the Debtors' present and former officers and directors.

Mr. Kapila proposes GJB's retention as:

  A. Phase 1

  GJB to investigate the existence and viability of any and all
  D&O Claims.  During Phase 1, GJB will begin preliminary
  discovery, including reviewing documents in the Chapter 7
  Trustee's possession and requesting documents from third
  parties.  GJB will also conduct examinations under Rule 2004
  of the Federal Rules of Bankruptcy Procedure of the Debtors'
  former officers and directors, and certain third parties.

  Upon completion of Phase 1, the Chapter 7 Trustee will
  evaluate and determine whether to pursue the filing and
  prosecution of any D&O Claims.

  B. Phase 2

  At the sole discretion of the Chapter 7 Trustee, GJB will
  pursue the prosecution of the D&O Claims identified in
  Phase 1.

During Phase 1, the Chapter 7 Trustee proposes to pay GJB on an
hourly fee basis at its standard hourly rates not to exceed
$75,000, subject to GJB's filing fee applications and the Court's
approval of those fee applications.

In Phase 2, the Chapter 7 Trustee proposes to pay GJB on a
contingency fee basis in the amount of 35% of any and all
recoveries realized on the D&O Claims, whether through judgment,
settlement or otherwise.  In the event GJB is required to
prosecute or defend any appeal of a judgment in favor of or
against the Chapter 7 Trustee on a D&O Claim, or engage in any
post-judgment collection activity to collect any judgment in favor
of the Chapter 7 Trustee, then the Chapter 7 Trustee proposes and
has agreed to compensate GJB on a contingency fee basis in the
amount of 40% of all recoveries realized on the D&O Claims.

GJB will also be reimbursed of its out-of-pocket expenses incurred
in connection with Phase 2, including any expert witness fees and
costs.  GJB has agreed to credit the contingency fee proposed in
Phase 2 toward the fees awarded to GJB in Phase 1.

Mr. Battista, a GJB shareholder, assures the Court that no
attorney at his firm has had or presently has any connection with
the Debtors on any matters in which GJB is to be engaged, hence,
GJB is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

A hearing will be held on January 6, 2011, to consider the
application.

                   About Fontainebleau Las Vegas

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

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

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

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


GABLES MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Gables Management, LLC
          aka The Gables of Pocatello
          aka The Gables of Ammon
          aka The Gables of Shelley
          aka The Gables of Blackfoot
          aka The Gables Assisted Living
        438 N. 15th St.
        P.O. Box 656
        Pocatello, ID 83201

Bankruptcy Case No.: 10-42241

Chapter 11 Petition Date: December 17, 2010

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

Judge: Jim D. Pappas

Debtor's Counsel: Robert J. Maynes, Esq.
                  P.O. Box 3005
                  Idaho Falls, ID 83403-3005
                  Tel: (208) 552-6442
                  E-mail: mayneslaw@hotmail.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/idb10-42241.pdf

The petition was signed by Keith Rasmussen, manager/member.


GARRISON INVESTMENT: Seeks Bankruptcy for Four Va. Properties
-------------------------------------------------------------
Facing foreclosure and citing difficulties generating enough
revenue to service a $116.5 million mortgage entrusted to Wells
Fargo NA, Garrison Investment Group has filed bankruptcy petitions
for four properties in Reston, Va., of which it is the equity
owner, Bankruptcy Law360 reports.

New York-based Garrison Investment Group makes credit and asset-
based investments with attractive risk adjusted returns.


GENERAL MARITIME: Moody's Cuts Corporate Family Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service lowered its ratings of General Maritime
Corporation: Corporate Family to B3 from B1, Probability of
Default to Caa1 from B2 and senior unsecured to Caa2 from Caa1.
Moody's also downgraded the Speculative Grade Liquidity rating to
SGL-4 from SGL-3.  The outlook is negative.

Downgrades:

Issuer: General Maritime Corporation

  -- Probability of Default Rating, Downgraded to Caa1 from B2

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-3

  -- Corporate Family Rating, Downgraded to B3 from B1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2
     from Caa1

                        Ratings Rationale

The downgrade of the ratings reflects GenMar's tightening
liquidity position as a result of ongoing weak tanker freight
rates and upcoming debt maturities.  These maturities include the
recently arranged $22.8 million bridge loan due October 21, 2011
("Bridge Loan"), and two $50 million repayments (one each on April
26, 2011 and October 26, 2011) that are due on the company's
$750 million revolving credit facility that was almost fully drawn
at September 30, 2010.  In April, 2011, GenMar also needs to fund
the delivery of the seventh and final vessel it had agreed to
purchase from Metrostar Management Corporation in June 2010.  This
delivery of a Suezmax newbuilding will need to be funded with
equity because of the 60% debt to capital requirement of the
$372 million amortizing credit facility that the company arranged
in June 2010 in connection with the Metrostar transaction.  These
commitments aggregate almost $190 million and Moody's believes
they will likely need to be funded with proceeds from the sales of
vessels, particularly if the company is not able to issue
additional equity, as the financial profile cannot accommodate
additional debt.  The ratings downgrade also considers the effect
of weak tanker rates on tanker values and on the company's share
price.

The Caa1 PDR reflects the company's weak liquidity, high leverage
and overall weak credit metrics profile.  Anticipation of ongoing
weak freight rates and the large increase in debt that accompanied
the Metrostar vessel acquisition are likely to prevent a near-term
recovery of credit metrics to levels that would support a higher
rating.  However, with five unencumbered double-hulled vessels
including two Very Large Crude Carriers and three modern product
tankers, the company retains the ability to sell ships to raise
money to meet some or all of its upcoming debt maturities.
Although cash stood at $59 million at September 30, 2010, only the
excess above $50 million was effectively available because of the
credit facilities' minimum liquidity covenant.

The negative outlook considers that GenMar is required to repay
the Bridge Loan by January 15, 2011, although the credit agreement
provides the banks the option to extend this date up to the stated
maturity date of October 21, 2011.  Additionally, compliance with
one or more financial covenants is not likely at December 31,
2010, absent a waiver or amendment from the bank group.  The
ratings could be downgraded further if GenMar is not able to raise
sufficient proceeds through sales of vessels or from a secondary
equity offering in order to meet its obligations as they come due,
starting with the Bridge Loan due on January 15, 2011.  The
inability to obtain a waiver or amendment of the leverage covenant
for the December 31, 2010 measurement period could also result in
a downgrade of the ratings.  The outlook could be changed to
stable if the company repays the bridge loan by January 15 and
raises additional proceeds that assures the timely reduction of
the $750 million revolving credit by April 26, 2011 and the
payment for the Metrostar newbuilding due to be delivered in April
2011.

The last rating action on GenMar was the July 15, 2010 downgrade
of the PDR to B2 from B1 and of the senior unsecured rating to
Caa1 from B3.

General Maritime Corporation, a Marshall Islands Corporation
headquartered in New York, N.Y., is the holding company parent of
three intermediate holding companies of GenMar's vessel-owning
subsidiaries.


GENERAL MOTORS: Administrative Claims Bar Date Set for Feb. 14
--------------------------------------------------------------
At the behest of Motors Liquidation Company and its affiliates,
the U.S. Bankruptcy Court for the Southern District of New York
established the deadline for persons or entities to file proofs of
claim for certain administrative expenses against the Debtors on
or before:

  * February 14, 2011, at 5:00 p.m. (Eastern Time) with respect
    to administrative expenses arising between June 1, 2009, and
    January 31, 2011; and

  * the date that is 30 days after the effective date of the
    Amended Plan at 5:00 p.m. (Eastern Time) with respect to
    administrative expenses arising between February 1, 2011, and
    the Effective Date.

Section 503(a) of the Bankruptcy Code provides that "[a]n entity
may timely file a request for payment of an administrative
expense, or may tardily file such request if permitted by the
court for cause."  Section 1129(a)(9)(A) also requires payment of
claims for administrative expenses in full, in cash, on the
effective date of a Chapter 11 plan unless the holder of that
claim agrees to a different treatment.  Furthermore, Rule 3003(c)
of the Federal Rules of Bankruptcy Procedure provides that the
Court will fix the time within which proofs of claim must be
filed.

The circumstances of Motors Liquidation Company and its debtor
affiliates' Chapter 11 cases justify the setting of the
Administrative Bar Date at this time, Joseph H. Smolinsky, Esq.,
at Weil, Gotshal & Manges LLP, in New York, told the Court.  The
Debtors are ready to commence solicitation of acceptances of
their Amended Joint Chapter 11 Plan of Reorganization.  As the
Plan is one of liquidation, it is critical to value the universe
of administrative expenses with finality before making
distributions to holders of general unsecured claims, he
stressed.

Proofs of Claim must:

  (a) be written in the English language;

  (b) be denominated in lawful currency of the United States;

  (c) conform substantially to the Administrative Proof of
      Claim;

  (d) specify the Debtor against which the Administrative Proof
      of Claim is filed;

  (e) specify the legal and factual basis for the alleged claim;

  (f) include supporting documentation or an explanation as
      to why that documentation is not available; and

  (g) be signed by the claimant or, if the claimant is not an
      individual, by an authorized agent of the claimant.

Administrative Proofs of Claim will be deemed timely filed only
if actually received by the Debtors' claims agent, The
Garden City Group, Inc. or by the Court, on or before the
Administrative Bar Date.

  If by hand delivery or overnight courier:

  The Garden City Group, Inc.
  Attn: Motors Liquidation Company Claims Processing
  5151 Blazer Parkway, Suite A
  Dublin, Ohio 43017

  If by first-class mail:

  The Garden City Group, Inc.
  Attn: Motors Liquidation Company
  P.O. Box 9386
  Dublin, Ohio 43017-4286

  If by hand delivery:

  United States Bankruptcy Court, SDNY
  One Bowling Green
  Room 534
  New York, New York 10004

Administrative Proofs of Claim sent by facsimile, telecopy, or
electronic transmission will not be accepted.

These persons or entities are not required to file an
Administrative Proof of Claim on or before the Administrative Bar
Date:

  (1) Any person or entity that holds a claim for administrative
      expenses that has been allowed by an order of the Court
      entered on or before the Administrative Bar Date;

  (2) Any holder of a claim for administrative expenses for
      which a separate deadline is fixed by the Court;

  (3) Any person or entity whose claim for administrative
      expenses has been paid or otherwise satisfied in full by
      any of the Debtors;

  (4) Any Debtor, or affiliate of any Debtor, having a claim for
      administrative expenses against another Debtor or any
      affiliate of another Debtor;

  (5) Any person or entity who is a professional retained by any
      of the Debtors, the Official Committee of Unsecured
      Creditors, the Official Committee of Unsecured Creditors
      Holding Asbestos-related claims and the legal
      representative for future asbestos personal injury
      claimants appointed in these Chapter 11 cases;

  (6) Any holder of a claim for administrative expenses who has
      already properly filed an Administrative Proof of Claim
      with the Clerk of the Court or Garden City against any of
      the Debtors; and

  (7) Any holder of a claim for administrative expenses that
      will be deemed allowed pursuant to the Plan.

Judge Robert Gerber ruled that any holder of a claim for
administrative expenses that is required to file an Administrative
Proof of Claim but fails to do so on or before the Administrative
Bar Date, will be forever barred, estopped, and enjoined from
asserting that claim against each of the Debtors and their
property, and each of the Debtors and their Chapter 11 estates,
successors, and property will be forever discharged from any and
all indebtedness or liability with respect to that claim.

Pursuant to Rule 2002(a)(7), (f), and (l) of the Federal Rules of
Bankruptcy Procedure, by no later than December 28, 2010, the
Debtors will cause to be mailed an Administrative Bar Date Notice
to all parties-in-interest that will receive a confirmation
hearing notice.

By no later than December 28, 2010, to the extent those parties
would not otherwise receive an Administrative Bar Date Notice,
the Debtors will cause to be mailed an Administrative Bar Date
Notice to these parties:

  (1) the United States Trustee for Region 2;

  (2) counsel to each official committee;

  (3) all parties known to the Debtors as having a claim for
      administrative expenses against any of the Debtors'
      estates;

  (4) all counterparties to any of the Debtors' executory
      contracts and unexpired leases that have not been assumed
      by the Debtors and assigned to General Motors LLC ("New
      GM") pursuant to the Master Sale and Purchase Agreement

  (5) the U.S. Department of Treasury, the U.S. Attorney's
      Office for the Southern District of New York, and all
      applicable governmental entities;

  (6) Export Development of Canada; and

  (7) all parties who have requested notice pursuant to
      Bankruptcy Rule 2002;

Within 10 days of the Effective Date, the Debtors will transmit
notice to all the Notice Parties stating that all claims for
administrative expenses arising between February 1, 2011, and the
Effective Date must be timely and properly filed in accordance
with these proposed procedures for filing Administrative Proofs
of Claim.

The Debtors will publish notice of the Administrative Bar Date
once in each of: The Wall Street Journal (Global Edition -- North
America, Europe, and Asia), The New York Times (National), USA
Today (Monday through Thursday, National), The Globe and Mail
(National), and The National Post.

The entry of this order is without prejudice to the right of the
Debtors to seek a further order fixing the date by which holders
of claims not subject to the Administrative Bar Dates established
in this order must file those claims against the Debtors or be
forever barred from doing so, Judge Gerber clarified.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Hearing on Asbestos Liability in March
------------------------------------------------------
Bankruptcy Judge Robert Gerber ruled that these deadlines and
procedures will govern the estimation of Motors Liquidation
Company and its affiliates' aggregate liability for Asbestos
Personal Injury Claims:

  (a) The parties will each be permitted one asbestos expert;

  (b) All fact discovery demands will be served no later than
      December 8, 2010, all responses in connection with any of
      those fact discovery demands will be served no later than
      December 23, 2010, and all fact depositions will be
      completed by January 7, 2011;

  (c) The parties will file and serve opening expert reports
      regarding the estimated amount of the Debtors' aggregate
      liability for Asbestos Personal Injury Claims by no later
      than January 14, 2011;

  (d) The parties will file and serve rebuttal reports regarding
      the estimated amount of the Debtors' aggregate liability
      for Asbestos Personal Injury Claims by February 4, 2011;

  (e) Any pre-trial briefs will be filed and served by
      February 4, 2011;

  (f) Each party will make its expert available to be deposed,
      with any of those depositions to be completed by
      February 18, 2011;

  (g) The parties will exchange copies of all exhibits to be
      offered with respect of their cases-in-chief at the
      hearing on the estimation of the Debtors' aggregate
      liability for Asbestos Personal Injury Claims and provide
      copies of any those exhibits to the Court by
      February 22, 2011, but exhibits to be used solely for
      impeachment or rebuttal need not be exchanged by the
      parties or provided to the Court in advance; and

  (h) The Court will hold a hearing to estimate the Debtors'
      aggregate liability for Asbestos Personal Injury Claims
      commencing on March 1, 2011 and continuing on
      March 2, 2011 and March 3, 2011, as necessary.

The deadlines, except the date on which the estimation hearing
will commence, may be modified by agreement of the parties or by
an order of the Court upon showing of good cause, Judge Gerber
said.


GENERAL MOTORS: Old GM Settles Environmental Claims for $28 Mil.
----------------------------------------------------------------
Motors Liquidation Company agreed to pay $25,008,718 in cash to
settle claims lodged by the U.S. Government, on behalf of the U.S.
Environmental Protection Agency, and certain states, according to
several settlements filed with the U.S. Bankruptcy Court for the
Southern District of New York on December 14, 2010.

The settlement agreements also contemplate allowance of certain
claims as general unsecured claims under the Debtors' Amended
Joint Plan of Reorganization for $3,181,194.

The Debtors entered into six separate Consent Decree and
Settlement Agreements to resolve the Government's causes of action
with respect to certain sites:

(A) Harvey & Knott Settlement Agreement

    The Debtors and the U.S. Government, on behalf of the EPA,
    agree that the EPA will receive a cash payment of $2,484,816
    from MLC on the effective date of the Plan to resolve and
    satisfy the injunctive and other work obligations in a
    consent decree and alleged in the EPA's Claim No. 64064 with
    respect to the Harvey & Knott Drum Superfund Site in New
    Castle County, Delaware.  In settlement and satisfaction of
    the claim for future oversight costs alleged in the EPA
    Claim, the U.S. Government, on behalf of EPA, will have an
    allowed general unsecured claim for $377,063, classified in
    Class 3 under the Plan.

    A full-text copy of the Consent Decree and Settlement
    Agreement is available for free at:

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

(B) Sioux City Settlement Agreement

    Under the Settlement Agreement among the Debtors, the U.S.
    Government and the State of Iowa, MLC will make a $6,476,634
    cash payment to EPA on the Effective Date to a special
    account in settlement and satisfaction of the injunctive and
    other work obligations at issue in a consent decree and
    alleged in Claim No. 50629 filed by the State of Iowa, on
    behalf of the Iowa Department of Natural Resources Agency,
    in connection with the GM AC Rochester Division Site in
    Sioux City, Iowa.  The payment will also be in settlement
    and satisfaction of any claim for past and future response
    costs alleged in the Claim with respect to the Sioux City
    Site.

    A full-text copy of the Consent Decree and Settlement
    Agreement is available for free at:

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

(C) Scatterfield Road Settlement Agreement

    Pursuant to the Settlement Agreement, the Debtors, the U.S.
    Government and the State of Indiana agree that MLC will make
    a cash payment of $3,599,039 on the Effective Date to a
    trust in settlement and satisfaction of the injunctive and
    other work obligations at issue in an administrative consent
    agreement and final order and alleged in Claim No. 64064
    filed by the EPA and Claim No. 59181 filed by the State of
    Indiana with respect to the Delphi E&E Management System
    Site on South Scatterfield Road, in Anderson, Indiana.

    A full-text copy of the Consent Decree and Settlement
    Agreement is available for free at:

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

(D) Delphi Harrison Settlement Agreement

    Pursuant to the Settlement Agreement among the Debtors, the
    U.S. Government and the State of Ohio, the Ohio Department
    of Development will receive a cash payment of $5,329,343
    from MLC on the Effective Date to settle and satisfy (i) the
    injunctive and other work obligations at issue in a
    voluntary corrective action agreement, (ii) the allegations
    of Ohio concerning the Voluntary Corrective Action
    Agreement, and (iii) the allegations of EPA in Claim No.
    64064 with respect to Delphi Harrison Thermal Systems Site
    in Dayton, Montgomery County, Ohio.  This payment will also
    be in settlement and satisfaction of any claim for past and
    future response costs alleged in the EPA Claim with respect
    to the Delphi Harrison Site.

    A full-text copy of the Consent Decree and Settlement
    Agreement is available for free at:

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

(E) Garland Road Settlement Agreement

    Pursuant to the Settlement Agreement among the Debtors, the
    U.S. Government and the State of Ohio, EPA will receive a
    cash payment of $6,732,895 from MLC on the Effective Date in
    settlement and satisfaction of the injunctive and other work
    obligations at issue in a unilateral administrative order
    date May 19, 2009, and alleged in Claim Nos. 64064 and 50768
    with respect to the Garland Road Landfill Superfund Site in
    Miami County, Ohio.

    In settlement and satisfaction of the claims for past costs
    and future oversight costs alleged in the Claim with respect
    to the Garland Road Site, the U.S., on behalf of the EPA
    will have an Allowed General Unsecured Claim for $2,574,760,
    classified in Class 3 under the Plan.

    As to Claim No. 50768, Ohio on behalf of the State of Ohio
    Environmental Protection Agency will have an Allowed General
    Unsecured Claim for $134,326, classified in Class 3 under
    the Plan.

    A full-text copy of the Consent Decree and Settlement
    Agreement is available for free at:

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

(F) Wheeler Pit Settlement Agreement

    Pursuant to the Settlement Agreement among the Debtors, the
    U.S. Government and the State of Wisconsin, State of
    Wisconsin Department of Natural Resources will receive a
    cash payment for $385,991 from MLC on the Effective Date to
    resolve and satisfy the injunctive and other work
    obligations at issue in a May 6, 1991, unilateral
    administrative order and alleged in Claim Nos. 64064 and
    44759 with respect to the Wheeler Pit Superfund Site in Rock
    County, Wisconsin.  In settlement and satisfaction of the
    claim for past response costs alleged in Claim No. 64064
    with respect to the Wheeler Pit Site, the U.S. Government on
    behalf of the EPA will have an Allowed General Unsecured
    Claim for $95,045, classified in Class 3 under the Plan.

    A full-text copy of the Consent Decree and Settlement
    Agreement is available for free at:

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

The General Unsecured Claims allowed in the Settlement Agreements
(i) will be treated as provided under the Plan, and (ii) will not
be subordinated to any other Allowed General Unsecured Claim
pursuant to any provision of the Bankruptcy Code or other
applicable law, including without limitation Sections 105, 510,
and 726(a)(4) of the Bankruptcy Code.

After MLC has made the payments with respect to the applicable
claims, the Debtors and their successors will have no further
role or residual interest with respect to the Sioux City,
Scatterfield Road Site, Delphi Harrison, Garland Road and Wheeler
Pit, other than as expressly provided in the applicable
Settlement Agreements, nor will they have any further liability,
duty or obligation in connection with the matters resolved in the
Settlement Agreements, including all environmental claims and
other environmental liabilities asserted in the Claims

Notwithstanding any other provision of the Harvey & Knott,
Garland Road and Wheeler Pit Settlement Agreements, and except as
provided under applicable law or otherwise ordered by the
Bankruptcy Court, there will be no restrictions on the ability
and right of the EPA to transfer or sell all or a portion of any
securities distributed to it pursuant to the Plan, to sell its
right to all or a portion of any distributions under the Plan to
one or more third parties, or to transfer or sell to one or more
third parties all or a portion of any Allowed General Unsecured
Claims pursuant to the Settlement Agreements.

The Debtors will incorporate the Settlement Agreements into the
Plan and approval of the Settlement Agreements will be a
condition precedent to confirmation of the Plan.  The Debtors
however will not file the Plan or amend the Plan in a manner
inconsistent with the terms and provisions of the Settlement
Agreements, take any other action in these Chapter 11 cases that
is inconsistent with the Settlement Agreements, or propose terms
for any order confirming the Plan that are inconsistent with the
Settlement Agreements.

The U.S. Government asks Judge Robert E. Gerber not approve the
proposed Settlement Agreements at this time.  Notice of the
lodging of the proposed Settlement Agreements will be published
in the Federal Register, following which the U.S. Department of
Justice will accept public comments on the proposed Settlement
Agreements for a 30-day period.  After the conclusion of the
public comment period, the U.S. will file with the Court any
comments received, as well as responses to the comments, and at
that time, if appropriate, will request that the Court approve
the proposed Settlement Agreements.

Any changes, revisions or amendments to the Settlement Agreements
in response to public comment are subject to the approval of all
Parties.

In the event that the Settlement Agreements are not approved by
the Court, the Parties reserve the right to propose that the cash
payments to be paid to the Cushion Funding Accounts as defined by
the Environmental Response Trust Consent Decree and Settlement
Agreement among Debtors, the administrative trustee of the
Environmental Response Trust under the Plan, the U.S. Government
and certain states, executed on October 20, 2010.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Proposes Protocol for Foreign Claims Objections
---------------------------------------------------------------
More than 70,000 proofs of claim in the aggregate amount of
approximately $274 billion have been filed against Motors
Liquidation Co., or Old GM, and its affiliates.  The Debtors have
filed with the U.S. Bankruptcy court for the Southern District of
New York 110 omnibus claim objection motions, and, while these
motions are being successfully prosecuted, the Debtors intend to
object to thousands of additional claims.

About 6,600 of those claims have been filed against the Debtors
based on certain foreign notes and bonds issued by the Debtors
under a Fiscal and Paying Agency Agreement.  Deutsche Bank is
scheduled as the fiscal and paying agent in the Debtors' Schedules
of Assets and Liabilities, to have a claim on behalf of all
holders of Eurobond Deutsche Debt Claims, in the approximate
amount of $3.8 billion, which accounts for all principal plus
accrued and unpaid interest as of June 1, 2009, and that claim was
not scheduled as either contingent or disputed.  On October 13,
2009, Deutsche Bank notified the Individual Eurobondholders that
it did not intend to file a proof of claim on their behalf, and,
Deutsche Bank has not done so.

Nevertheless, the Debtors' Amended Joint Chapter 11 Plan of
Reorganization provides that a claim based on the Fiscal and
Paying Agency Agreement, along with certain other claims arising
from foreign debt instruments, will be allowed in an amount that
overrides and supersedes any individual claims filed by record
holders or beneficial owners of the affected debt securities.

As the proofs of claim filed by the Individual Eurobondholders are
duplicative of and already reflected in the claim scheduled for
Deutsche Bank and expected to be allowed in a fixed amount under
the Plan, the Debtors will seek to expunge the Eurobond Deutsche
Debt Claims filed by each Individual Eurobondholder as duplicative
of the claim scheduled to Deutsche Bank, Joseph H. Smolinsky,
Esq., at Weil, Gotshal & Manges LLP, in New York, asserts.

To avoid the financial burden of filing a daunting number of
omnibus objections and to reduce service costs, the Debtors seek
the Court's permission to establish supplemental rules and
authority for filing omnibus objections to certain debt claims.
Essentially, the Debtors intend to:

  (a) file a single objection to no more than 500 proofs of
      claim at once with respect to the Eurobond Deutsche Debt
      Claims; and

  (b) serve a personalized notice of the Omnibus Claim
      Objection, rather than the entire Omnibus Claim Objection,
      on each affected claimant.

Rule 3007(c) of the Federal Rules of Bankruptcy Procedure
prohibits the filing of a single objection to multiple claims
"[u]nless otherwise ordered by the court or permitted by
subdivision (d)."  Rule 3007(d) allows a debtor to file an
omnibus objection when the basis for the objection is that the
claims subject to objection:

  (1) duplicate other claims;

  (2) have been filed in the wrong case;

  (3) have been amended by subsequently filed proofs of claim;

  (4) were not timely filed;

  (5) have been satisfied or released during the case in
      accordance with the Bankruptcy Code, applicable rules, or
      a court order;

  (6) were presented in a form that does not comply with
      applicable rules, and the objection states that the
      objector is unable to determine the validity of the claim
      because of the noncompliance;

  (7) are interests, rather than claims; or

  (8) assert priority in an amount that exceeds the maximum
      amount under Section 507 of the Bankruptcy Code.

Moreover, Rule 3007(e) provides that a debtor may file an omnibus
objection on these grounds for up to 100 claims at a time.

However, the Debtors believe that being permitted to file a
single omnibus objection to no more than 500 proofs of claim,
rather than 100, will ease the administrative burden on the Court
and the administrative and financial burden on the Debtors'
estates during the claims reconciliation process, Mr. Smolinsky
explains.

Accordingly, the Debtors ask that they be permitted to file a
single objection to no more than 500 proofs of claim at once.

The proposed Claim Objection Notice would be personalized for
each claimant and would include an explanation of the claim
objection process, a description of the basis of the Omnibus
Claim Objection, and the treatment of Fixed Allowed Eurobond
Claims under the Plan, information regarding the response
deadline and hearing date, and identification of the claim that
is the subject of the Omnibus Claim Objection.  To ensure the
prompt revision of the Claim Objection Notice, the Debtors also
propose to affix a stamp on the transmittal envelope that reads:
"OFFICIAL COURT DOCUMENT."

The Claim Objection Notice will contain information on how the
claimant can obtain a copy of the full Omnibus Claim Objection
for free, including (i) on the Debtors' approved notice and
claims agent's website at http://www.motorsliquidationdocket.com/
by accessing a specialized link, or (ii) by calling a designated
toll-free telephone number to request a hard copy.

The proposed procedures are also consistent with Rule 3007 in all
other respects, including that each Omnibus Claim Objection will:

  (1) state in a conspicuous place that claimants receiving the
      objection should locate their names and claims in the
      objection;

  (2) list claimants alphabetically, provide a cross-reference
      to claim numbers, and, if appropriate, list claimants by
      category of claims;

  (3) state the grounds of the objection to each Claim and
      provide a cross-reference to the pages in the omnibus
      objection pertinent to the stated grounds;

  (4) state in the title the identity of the objector and the
      grounds for the objections; and

  (5) be numbered consecutively with other omnibus objections
      filed by the same objector.

The Court will consider the Debtors' request on December 22, 2010,
which is also the deadline to object to the Debtors' request.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GLOBAL ENTERTAINMENT: Has Deal for $2MM Loan from Boston Pizza
--------------------------------------------------------------
On December 13, 2010, Global Entertainment Corporation entered
into a line of credit and security agreement with Boston Pizza
Restaurants (USA), Inc.

Under the Agreement, Global may borrow up to $2,000,000, subject
to certain limitations on the amount and frequency of borrowings.
Borrowings can occur no more than once per month and must occur on
or prior to April 30, 2011, and all outstanding amounts must be
repaid in full by June 30, 2011.  Global has the right under the
Agreement to two successive six month extensions, provided that
Global pays an extension fee of $20,000 for each such extension.
Interest on the outstanding principal balances is computed daily
at the rate of 12.75%. The Agreement is secured by all of the
accounts receivable of Global and its subsidiaries and by a pledge
of all of Global's interest in the wholly-owned subsidiaries
Global Entertainment Ticketing, a Nevada corporation and Western
Professional Hockey League, Inc., a Texas corporation.  The
Agreement contains customary events of default, including failure
to make payments when due or the dissolution, insolvency and
bankruptcy of Global.

James Treliving and George Melville, the beneficial owners of 100%
of Boston's, are directors of Global.  In connection with the
agreement, Mr. Treliving and Mr. Melville, on a combined basis,
will be granted options under Global's 2007 Long-Term Incentive
Plan for the purchase of 50,000 shares of Global common
stock, at a strike price of $0.20 per share.  The options will
vest June 30, 2011, and expire June 30, 2021.

A full-text copy of the Line Of Credit And Security Agreement is
available for free at http://ResearchArchives.com/t/s?713b

                    About Global Entertainment

Tempe, Ariz.-based Global Entertainment Corporation (OTC BB: GNTP)
-- http://www.globalentertainment2000.com/-- is an integrated
events and entertainment company focused on mid-size communities
that is engaged, through its seven wholly owned subsidiaries, in
sports management, multi-purpose events and entertainment centers
and related real estate development, facility and venue management
and marketing and venue ticketing.

The Company's balance sheet at August 31, 2010, showed
$2,606,000 in total assets, $2,614,000 in total liabilities, and a
stockholders' deficit of $8,000.

As reported in the Troubled Company Reporter on September 20,
2010, Semple, Marchal & Cooper, LLP, in Phoenix, Ariz., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its results for the fiscal year ended
May 31, 2010.  The independent auditors noted that the Company
has experienced a significant decline in operations, cash flows
and liquidity.


GRANT FOREST: Ainsworth to Acquire Remaining Interest in Footner
----------------------------------------------------------------
Ainsworth Lumber Co. Ltd. has entered into an agreement with Grant
Forest Products Inc. to indirectly acquire the remaining 50%
interest in Footner Forest Products Inc. and its oriented strand
board facility in High Level, Alberta for CDN $20 million. If
completed, the transaction will result in Ainsworth owning 100% of
Footner.

The transaction is subject to a number of conditions, including
approval by the Court in respect of Grant Forest Products'
proceedings under the Companies' Creditors Arrangement Act (CCAA).
The transaction is expected to close in the first quarter of 2011.

Grant Forest Products Inc. is a closely held Canadian maker of
oriented strand board used in residential construction.

Alexander Morrison, Ernst & Young Inc., filed a Chapter 15
petition for Grant Forest (Bankr. D. Del. Case No. 10-11132) on
March 31, 2010.  Rafael Xavier Zahralddin-Aravena, Esq., at
Elliott Greenleaf, serves as counsel.

The petition estimated assets at $500 million to $1 billion and
debts at $100 million to $500 million.


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

These programs include:

  (1) Return and Exchange Policies

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

  (2) State Lotteries

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

  (3) Sales Promotions

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

  (4) Coupon Program

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

  (5) Prescription Drug Program

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

  (6) Gift Card Program

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

  (7) Reward Card Program

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

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

  (8) Money Transfer and Money Order Program

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

  (9) Charitable Donations

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

                         *     *     *

Bankruptcy Judge Robert Drain issued an interim order authorizing
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors to maintain and administer their customer programs.

Judge Drain authorized all financial institutions where the
Debtors' accounts are maintained to pay any checks presented and
to honor all fund transfer requests made by the Debtors to the
extent there are sufficient funds available in those accounts.

The financial institutions were also authorized to accept and
rely on all representations made by the Debtors with respect to
which checks, drafts, wires or automated clearing house transfers
should be honored or dishonored in accordance with the interim
order or any other court order, whether those are dated before,
on or after December 12, 2010, without any duty to inquire
otherwise and without any liability for relying on the Debtors'
representations.

The deadline for filing objections to the final approval of the
Debtors' request is January 4, 2011.

                           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: Schedules Deadline Extended to Jan. 11
----------------------------------------------------------------
The U.S. Bankruptcy Court gave The Great Atlantic & Pacific Tea
Company Inc. and its affiliated debtors until January 11, 2011, to
file their schedules of assets and liabilities and statements of
financial affairs.

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

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

                           About A&P

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

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

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

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

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

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


GREAT ATLANTIC & PACIFIC: Wins Interim OK to Pay Lien Claims
------------------------------------------------------------
Judge Robert Drain issued an interim order authorizing The Great
Atlantic & Pacific Tea Company Inc. and its affiliated debtors to
earmark up to $240,000 to pay warehousing services and up to
$3.4 million to pay so-called "miscellaneous lien claimants."

In a December 14 order, Judge Drain held that the payment of
warehousing services is conditioned upon the continued supply of
those services to the Debtors on trade terms.

Meanwhile, the Debtors are not authorized to pay miscellaneous
lien claims unless the person who asserts those claims has
perfected and is capable or may be capable of perfecting liens
with respect to those claims.  The Debtors may condition payment
of miscellaneous lien claims on the agreement of claimants to
continue supplying goods and services on the same trade terms
given to them prior to December 12, 2010, or upon new trade
terms, according to the court order.

In case a miscellaneous lien claimant fails to comply with the
agreed terms, the Debtors may cause any payment made to that
claimant to be deemed to have been in payment of then outstanding
postpetition obligations owed to that claimant.  The
miscellaneous lien claimant will also be required to repay the
Debtors on account of its claim if the aggregate amount of the
Debtors' payments exceeds the postpetition obligations then
outstanding without the right of set-off, provision for payment
of reclamation or trust fund claims, or otherwise.

All undisputed amounts owed by the Debtors arising from the
postpetition delivery of merchandise are deemed postpetition
administrative expense claims.  The Debtors may pay those amounts
in the ordinary course of business consistent with the customary
practices in effect prior to their bankruptcy filing, according
to the December 14 order.

To the extent that any of those undisputed amounts also
constitute claims under the Perishable Agricultural Commodities
Act of 1930, that amount will not be subject to the PACA
procedures but will be paid in the ordinary course of business.

The December 14 order also authorized the Debtors to reconcile
and to pay any allowed PACA claims in accordance with the PACA
procedures.

Pending completion of the PACA procedures, holders of PACA claims
are prohibited from taking any action to establish the validity
and amount of their claims, according to the order.

Judge Drain will consider final approval of the Debtors' request
at the hearing scheduled for January 10, 2011.  The deadline for
filing objections is January 4, 2011.

                           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).


GREEN MOUNTAIN: Moody's Assigns 'Ba3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service, Inc., assigned definitive ratings for
Green Mountain Coffee Roasters, Inc., including a Ba3 Corporate
Family Rating and B1 Probability of Default Rating, following the
closing of the company's first-time rated debt on December 17,
2010.  Moody's also assigned a Ba3 rating to the company's new
$1.45 billion senior secured bank facility, the proceeds from
which the company used to fund the simultaneous closing of its
CAD$915 million (approximately US$905) acquisition of Canada-based
LJVH Holdings, Inc.  The assigned definitive ratings replace the
provisional ratings that were assigned on October 20, 2010.
Finally, Moody's affirmed the company's SGL-3 Speculative Grade
Liquidity Rating that also was assigned on October 20, 2010.  The
rating outlook is stable.

                        Ratings Rationale

The Ba3 Corporate Family Rating reflects the expanding base and
growing retail acceptance of GMCR's category-leading Keurig
single-serve coffee brewers, which drive sales of its high-margin
"K-Cup" coffee cartridges.  The rating also reflects the company's
aggressive growth strategy that has involved the rapid
consolidation of K-Cup licensees over the past two years in four
separate transactions valued at $1.4 billion.  In addition, GMCR's
rapid organic growth (over 50%) has intensified demands on its
highly concentrated supply chain and distribution network.
Although gross cash flows have grown rapidly, the incremental
working capital and plant expansion required to keep up with rapid
brewer and K-Cup demand has consumed substantially all of GMCR's
operating cash flow generation.  As a result, negative free cash
flow is likely to persist for the foreseeable future and could
require additional financing in the intermediate-term.

Elevated leverage resulting from acquisitions is mitigated by
the incremental high operating profit margins generated by the
acquired companies (primarily K-cup licensees) and by the
$637 million of equity raised to partially fund them.  Moody's
estimates proforma debt to EBITDA at 4.1 times that through
earnings growth should decline to below 3.25 times by the end
of fiscal 2011.

The recent restatement of GMCR's financial statements to correct
errors for fiscal years 2006-2010 had no affect on the ratings.
The SEC inquiry into the company's revenue recognition practices
has not yet been concluded; however, Moody's do not expect its
resolution to affect the company's ratings.

Ratings assigned:

Green Mountain Coffee Roasters, Inc.

  -- Corporate Family Rating at Ba3;

  -- Probability of Default Rating at B1;

  -- $450 million senior secured revolving credit facility due
     2015 at Ba3 (LGD-3, 30%);

  -- $200 million alternative currency senior secured revolving
     credit facility due 2015 at Ba3 (LGD-3, 30%);

  -- $250 million senior secured bank Term Loan A due 2015 at Ba3
     (LGD-3, 30%);

  -- $550 million senior secured bank Term Loan B due 2016 at Ba3
     (LGD-3, 30%).

Ratings affirmed:

Green Mountain Coffee Roasters, Inc.

  -- Speculative Grade Liquidity Rating at SGL-3.

The senior credit facilities are secured by a first priority lien
on substantially all the assets of GMCR and domestic subsidiaries
and by 65% of the capital stock of GMCR's non-U.S. subsidiaries
(principally, the Canadian operations).  The domestic
subsidiaries, which are guarantors under the agreement, generate
approximately 75 % of total revenues and EBITDA on a proforma
basis.

Key covenants include minimum interest coverage, maximum leverage
ratio and limitations on capital expenditures.  The most
restrictive covenant limits proforma debt to EBITDA to 4.25 times
currently, and steps down over the next 9 months to 3.50 times at
the end of fiscal 2011.

The SGL-3 rating is based on Moody's expectation that GMCR will
have adequate liquidity over the next twelve months, but will be
reliant on revolver borrowings to fund operations.  At closing on
December 17, 2010, the company had $290 million of availability
under its revolving credit facilities.  Working capital needs
typically peak near the end of the fourth quarter as the company
builds brewer inventory for the holiday season.  Given the
company's high demands for growth capital, Moody's does not
anticipate positive free cash flow generation in the near-term.

The bank debt instrument ratings reflect both the overall
probability of default (as reflected in the B1 PDR) and a below-
average mean family loss given default assessment of 30% (or an
above-average mean family recovery estimate of 65%), in line with
Moody's LGD Methodology and typical treatment for an all-first-
lien bank senior secured debt capital structure.

                        Corporate Profile

Green Mountain Coffee Roasters, Inc., based in Waterbury, Vermont,
is a manufacturer of specialty coffee and other hot beverages, and
single serve coffee brewing systems.  The company's operations are
managed through two business units.  The Specialty Coffee business
unit produces coffee, tea and hot cocoa from its family of brands,
including Tully's Coffee(R), Green Mountain Coffee(R), Newman's
Own(R) Organics coffee, Timothy's World Coffee(R) and Diedrich(R),
Coffee People(R) and Gloria Jeans(R), a licensed trademark.  The
Keurig business unit manufactures gourmet single-cup brewing
systems.  GMCR produces the K-Cup(R) portion packs for Keurig(R)
Single-Cup Brewers.  Fiscal 2010 sales for the twelve-month period
ending September 25, 2010, totaled $1.4 billion.

Founded in 1919, Montreal-based Van Houtte Group Inc. (subsidiary
of LJVH Holdings Inc.) is a leading roaster, marketer and
distributor of gourmet coffee in North America.  The Company
roasts and markets its gourmet coffees across Canada and the U.S.
through distribution channels that include coffee services, retail
stores, caf‚-bistros and online shopping.


GREENWOOD RACING: S&P Gives Positive Outlook, Affirms 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Bensalem, Pa.-based Greenwood Racing Inc. (the owner
and operator of Parx Casino) to positive from stable.
S&P affirmed all ratings on the company, including the 'BB-'
corporate credit rating.

"The outlook revision to positive reflects S&P's belief that
ratings upside potential exists for Greenwood Racing upon the
successful refinancing of its term loan, given continued growth in
revenue despite competition from additional gaming capacity in the
region," said Standard & Poor's credit analyst Michael Listner.
In addition, while EBITDA margins have declined moderately from
historical levels based on the incremental costs associated with
the new gaming facility (opened in December 2009), S&P believes
that the introduction of table games in July 2010 will offset the
decline in profitability, contributing to year-over-year growth in
EBITDA in 2010 and 2011.


GREGORY CARLING: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gregory Charles Carling
        568 San Gorgonio St.
        San Diego, CA 92106

Bankruptcy Case No.: 10-22206

Chapter 11 Petition Date: December 19, 2010

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Matthew H. Powell, Esq.
                  POWELL AND POWELL
                  402 West Broadway, Suite 400
                  San Diego, CA 92101
                  Tel: (619) 232-6363
                  E-mail: matthew@mhpowell.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 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/casb10-22206.pdf


HAMTRAMCK, MI: Faces Liquidity Crunch as Soon as March 2011
-----------------------------------------------------------
Kate Linebaugh, writing for The Wall Street Journal, reports that
the city of Hamtramck, Michigan, could run out of money as soon as
March 2011, said City Manager William Cooper.

The Journal notes auto-plant tax revenue has helped power the city
for years, but a halt to this stream of cash amid a dispute with
Detroit is driving Hamtramck to the brink.

The Journal relates Detroit used the send Hamtramck about
$2 million a year in tax revenue from a General Motors Co. factory
that is now building the Chevrolet Volt electric car.  The plant
straddles the two cities, but since January Detroit has stopped
giving Hamtramck any shared tax revenue, saying it has overpaid
$7 million through the years.

According to the Journal, Hamtramck sued Detroit in September for
the GM tax revenue and Detroit countersued in early October, with
the dispute headed to court.  In the meantime, Hamtramck is left
with a $2 million hole in its $18 million budget and is
considering across-board service cuts, emergency borrowing from
the state and a bankruptcy filing.

The Journal relates that under the revenue-sharing agreement, set
up in 1981, the first $3.4 million is split 50-50, and anything on
top of that is split two-thirds for Detroit and one-third for
Hamtramck.  The Journal says Detroit is arguing that the agreement
has expired.  Hamtramck believes it goes to 2014.

As reported the Troubled Company Reporter on November 19, 2010,
Mike Wilkinson and Paul Egan, writing for The Detroit News, said
that the city of Hamtramck asked the state of Michigan for
permission to file for Chapter 9 bankruptcy protection.  "I'm
going to run out of money Jan. 31," said Hamtramck City Manager
Bill Cooper said, according to Detroit News.

Unable to reach agreements with its unions and waging a court
battle with Detroit over millions in taxes from the General
Motors' Poletown plant, the city is staring at a $3 million
deficit it cannot solve, Detroit News said.


HARBORWALK LP: Plan of Reorganization Gets Court Approval
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
confirmed Harborwalk, LP, et al.'s Plan of Reorganization, as
amended.

According to the Disclosure Statement, the Plan proposes to
deliver a large portion of the assets of the Debtors to its
secured creditor, Compass Bank doing business as BBVA Compass, and
to transfer all of the remaining assets of each Debtor to the
Reorganized Debtors for the benefit of the holders of allowed
claims and interests.  The Reorganized Debtors will distribute the
net proceeds of all the remaining assets to creditors and interest
holders in order of the priority of their claims and interests
until they are paid in full or the remaining assets have been
exhausted.  Under the Plan, the Debtors are not consolidated for
distribution or voting purposes.

Under the Plan, each Allowed Secured Claim will receive collateral
or cash with a value equal to the amount of their allowed claim.
All Allowed Administrative Claims will be paid in full in cash on
or promptly after the effective date.  All Holders of Allowed
Priority Tax Claims will retain their liens securing such claims
and will be paid in full in cash on or promptly after the
effective date or will be entitled to enforce their lien rights
with respect to their collateral.  Holders of Allowed General
Unsecured Claims will either be paid in full in cash on or
promptly after the effective date, or will be paid in full over
time from the proceeds of the HWLP Reimbursables.  Holders of
Allowed Interests against each Debtor will share in a cash
distribution from any remaining proceeds of the remaining assets
of the Debtors (including any net proceeds obtained by liquidating
any retained assets and causes of action), after payment of prior
classes of claims, on or as soon as practicable after the
effective date of the Plan.

A full-text copy of the disclosure statement explaining the Plan,
as amended, is available for free at
http://bankrupt.com/misc/HARBORWALK_AmendedDS.pdf

                       About Harborwalk LP

Hitchcock, Texas-based Harborwalk LP is the developer of a 380-lot
master planned community on West Galveston Bay in Texas.  The
project was begun in 2002, and 275 lots were sold.  The property
was damaged by Hurricane Ike in September 2008.  The project
includes a yacht club and a 150-slip marina.

The Company and its affiliates filed for Chapter 11 on January 30,
2010, (Bankr. S.D. Tex. Lead Case No. 10-80043.)  Marcy E. Kurtz,
Esq. at Bracewell & Giuliani LLP represents the Debtors.  The
Debtors estimated assets and debts at  $10 million to $50 million.


HAWKS PRAIRIE: Court Approves Portions of HomeStreet Accord
-----------------------------------------------------------
Judge Brian D. Lynch approved portions of a settlement stipulation
between Hawks Prairie Investment, LLC, and secured creditor
HomeStreet Bank, except one provision that involves a deal between
non-debtor parties.

Objections to the settlement were filed by J. Scott Griffin and
Freestone, Inc., and by secured creditors Howard Talbitzer and
Anthony Glavin.  HomeStreet and Messrs. Talbitzer and Glavin have
deeds of trust against HPI's real property in Lacey, Washington.
HomeStreet holds the first, second and fourth positions.  Messrs.
Talbitzer and Glavin hold the third position lien.  Both Messrs.
Talbitzer and Glavin, and Mr. Griffin had previously been involved
in the development of the HPI property.  The principal of HPI, Tri
Vo, had acquired the interest of Mr. Griffin in HPI in exchange
for a note secured by Mr. Vo's interest in HPI and other Mr. Vo
entities.  Mr. Griffin is in the process of foreclosing on Mr.
Vo's interests in HPI and the other Vo entities, and was to take
over the interests after a public sale on December 21, 2010.

Pursuant to the settlement, among other things, the Debtor gave up
potential avoidance claims against HomeStreet regarding part of
its fourth lien in exchange for HomeStreet's forebearance of its
rights and support for a bankruptcy-exit plan.  Mr. Griffin and
Messrs. Talbitzer and Glavin think that the Debtor did not get
enough for what it gave up.

Judge Lynch said portions of the Settlement Stipulation
representing agreements between Mr. Vo, his affiliates and
HomeStreet are not within the Court's authority to approve in this
proceeding.  Paragraph 5 of the Settlement proposes to transfer to
HomeStreet insider claims of Mr. Vo and his affiliates against the
Debtor as additional collateral for the obligations to HomeStreet.

A copy of Judge Lynch's December 17, 2010 Memorandum Decision is
available at http://is.gd/j8qawfrom Leagle.com.

Olympia, Washington-based Hawks Prairie Investment LLC owns real
property in Thurston County, Washington.  It filed for Chapter 11
bankruptcy protection on August 13, 2010 (Bankr. W.D. Wash. Case
No. 10-46635).  Timothy W. Dore, Esq., at Ryan Swanson & Cleveland
PLLC, assists the Debtor in its restructuring effort.

An affiliate, Pacific Investment Group LLC, filed a separate
Chapter 11 petition on October 22, 2009 (Bankr. W.D. Wash. Case
No. 09-47915).

In its formal schedules, HPI listed $89,000,071 in assets and
$44,778,104 in liabilities.


HEMIWEDGE INDUSTRIES: Terminates Registration of Common Stock
-------------------------------------------------------------
Hemiwedge Industries, Inc., is terminating registration of its
common stock as the number stockholders of record is only 420.

Hemiwedge filed the certification in a Form 15-12G pursuant to
Rule 12g-4(a)(2), which allows for the termination of registration
of the class of securities are held by less than 500 persons and
assets have not exceeded $10 million.

                          About Hemiwedge

Hemiwedge Industries, Inc., and its wholly owned subsidiary
Shumate Machine Works, Inc., in October 2008, consummated the sale
of substantially all of Machine Works' assets to American
International Industries, Inc.  The sale was effected pursuant to
an asset purchase agreement pursuant to which Machine Works
transferred substantially all of its assets and certain enumerated
liabilities to Purchaser.  The aggregate purchase price was
$6,703,749 consisting of assumption by Purchaser of (i) $5 million
of promissory notes due Stillwater National Bank and Trust Company
and (ii) $1,703,749 of certain other liabilities, including
without limitation, accounts payable of Machine Works.  The
Company also issued 1,401,170 shares of common stock to the
Purchaser as a purchase price adjustment of $420,351.

In February 2009, the Company changed its name from "Shumate
Industries, Inc." to "Hemiwedge Industries, Inc." to emphasize and
focus on its valve product technology after the sale of its
contract machining business.

Hemiwedge last filed financial reports with the Securities and
Exchange Commission on May 2009.

                  Default Under Convertible Notes

Hemiwedge Industries has said on July 10, 2008, the principal
amount of $3,050,000 of its convertible notes was due and payable.
Its failure to make full payment on such maturity date constituted
a default under these notes.  The notes continue to bear interest
until payment.  At March 31, 2009, the total amount due under the
notes, including accrued interest was $3,584,365.

                   Default Under Stillwater Loan

Hemiwedge Industries also has said its September 2008 Loan and
Consolidation Agreement with Stillwater National Bank and Trust
Company provides that failure to pay when due any substantial
liability will constitute an event of default thereunder.
Hemiwedge said its failure to pay the convertible notes
constitutes a default under both the loan documents.  Accordingly,
Stillwater has the right to declare all indebtedness under such
loan documents due and payable.  At March 31, 2009, the total
amounts owed under all agreements to Stillwater was $751,000.

                       Sunbelt Arbitration

On June 23, 2008, Hemiwedge received notice from Sunbelt Machine
Works Corporation of its intention to seek arbitration in Houston,
Harris County Texas relating to a $150,000 termination payment due
under (and in connection with the termination of) a Stock Purchase
Agreement dated August 17, 2007.  Hemiwedge failed to make the
first 3 installment payments of $37,500 to Sunbelt on each of
October 25, 2007, February 20, 2008, and June 20, 2008, as
required under the Stock Purchase Agreement.  Sunbelt had
threatened litigation regarding this matter in April 2008, and
Hemiwedge was unable to come to terms on a settlement.  Sunbelt is
seeking an award of $150,000 and reasonable attorney's fees,
expenses and costs incurred to enforce their contractual rights.
Hemiwedge has recorded $178,995 in accrued expenses in its
financial statements to reflect this contingency.

On July 14, 2008, Hemiwedge entered into a letter agreement with
Sunbelt pursuant to which Sunbelt agreed to withdraw the notice of
arbitration until November 1, 2008, in exchange for an immediate
payment of $1,000 and installment payments of $500 on the 1st and
15th of each month until November 1, 2008.   On October 8, 2008,
Hemiwedge entered into a letter agreement with Sunbelt under which
Hemiwedge agreed to pay Sunbelt $75,000 in full satisfaction of
this matter; provided, however, that payment must be received by
Sunbelt within 90 days of the date of the letter for such
settlement to be effective.  Due to cash constraints, Hemiwedge
was unable to make the payment within the required 90 days.

In its quarterly report on Form 10-Q filed May 20, 2009, Hemiwedge
said Sunbelt has not informed the Company of any indication to
re-institute arbitration proceedings.


HERTZ GLOBAL: S&P Raises Corporate Credit Rating to 'B+'
--------------------------------------------------------
Standard and Poor's Ratings Services said that it has raised its
ratings on Park Ridge, N.J.-based car and equipment renter Hertz
Global Holdings Inc. and its major operating subsidiary Hertz
Corp., including raising the CCR on both entities to 'B+' from
'B', and removing ratings from CreditWatch, where they were placed
with positive implications on April 26, 2010, when Hertz announced
it had signed a definitive agreement to acquire value car renter
DTAG.  On Sept. 30, 2010, DTAG's shareholders voted against
Hertz's bid.  The outlook is stable.

"The upgrade reflects Hertz's improved operating and financial
performance, which S&P expects to be sustained, even without its
acquisition of DTAG," said Standard & Poor's credit analyst Betsy
Snyder.  "The company's operating performance has benefited from
stronger demand in both its car and equipment rental operations,
higher prices on leisure car rentals, and substantial cost
reductions, which it targets at $410 million in 2010."

As a result, for the 12 months ended Sept. 30, 2010, Hertz's
adjusted operating margin (after depreciation) increased to 10.4%
from 5.7% a year earlier.  However, with rising debt levels to
finance vehicle purchases to add to its fleet, the company's
credit metrics have remained relatively consistent over that
period, with EBITDA interest coverage of 3.3x and funds from
operations to debt of 19% for the 12 months ended Sept. 30, 2010.
S&P expects the company to maintain similar capital spending
levels through 2011 compared with the unsustainably low levels of
mid-2008 through mid-2009.  At that time, Hertz faced weak demand
and used car prices, leading the company to hold its vehicles
longer, which reduced capital spending requirements.  With
increasing capital spending and higher earnings and cash flow, S&P
expects the company's credit metrics to remain relatively
consistent through 2011.

The ratings on Hertz Global and Hertz Corp. reflect an aggressive
financial profile and the price-competitive, cyclical nature of
on-airport car rentals and equipment rentals.  The ratings also
incorporate the company's position as the world's largest car
rental company and the strong cash flow its businesses generate.
S&P characterize Hertz's business risk profile as fair and its
financial risk profile as aggressive.

The outlook is stable.  S&P anticipates Hertz's credit metrics
will remain relatively consistent through 2011.  S&P would
evaluate the rating effect of a possible acquisition of DTAG, if
it becomes available, depending on how it is financed.  However,
S&P believes the current ratings will likely support an
acquisition of some or all of DTAG's assets if they became
available, with expected operating synergies offsetting a large
portion of incremental debt.  "S&P could raise the ratings if
better-than-expected earnings and/or significant debt reduction
resulted in FFO to debt increasing to the mid-20% area on a
sustained basis," Ms.  Snyder added.  "S&P could lower the ratings
if demand declines significantly and/or used car prices declined
substantially, resulting in a loss upon the sale of vehicles,
causing FFO to debt to decline to the mid-teen percent level on a
sustained basis."


HIGHQ BPO: Court Approves Trustee's Motion to Substitute
--------------------------------------------------------
District Judge Emily C. Hewitt grants Robert Sandoval's Motion to
Substitute Robert Sandoval, Plan Trustee as Plaintiff Pursuant to
Rule 25 of the Federal Rules of Civil Procedure.  Substitution of
parties is governed by Rule 25 of the Rules of the United States
Court of Federal Claims.  Mr. Sandoval states that he is the
appointed Chapter 11 Plan Trustee in the bankruptcy case In re
HighQ BPO, LLC, f/k/a International Outsourcing Services, LLC,
Case No. 09-30511-LMC (Bankr. E.D. Tex.).

Pursuant to the Settlement Order in the HighQ Bankruptcy, the Plan
Trustee is authorized to seek dismissal of HIGHQBPO, LLC, v. THE
UNITED STATES, Case No. 08-70 C, pending before the United States
Court of Federal Claims.

A copy of Judge Hewitt's December 16, 2010 Opinion and Order is
available at http://is.gd/j7CnCfrom Leagle.com.

Based in El Paso, Texas, HighQ BPO LLC, fka International
Oustsourcing Services, LLC -- http://www.highqbpo.com/--
outsources labor-intensive jobs that pertain to the accurate
capture of data.  HighQ BPO filed for Chapter 11 protection
(Bankr. W.D. Tex. Case No. 09-30511) on March 16, 2009.  Judge
Leif M. Clark presides over the case.  Harrel L. Davis, III, Esq.
-- vrust@gmdep.com -- at Gordon Mott & Davis P.C., in El Paso,
Texas, served as the Debtor's counsel.  In its petition, the
Debtor estimated assets of $1 million to $10 million, and
estimated debts of $10 million to $50 million.


HIT ENTERTAINMENT: Cut by Moody's to 'Caa1' on Maturities
---------------------------------------------------------
Moody's Investors Service downgraded Hit Entertainment Inc.'s
corporate family rating to Caa1 from B3 while simultaneously
downgrading the company's probability of default to Caa2 from
Caa1.  The rating outlook remains negative.  The action was
prompted by the company's ongoing struggle to generate positive
free cash flow as it prepares for the mid-2012 maturity of a
significant proportion of its credit facilities.  Moody's think
that efforts to improve cash flow and results will, of necessity,
involve much needed programming investments that will limit free
cash flow expansion.  When combined with a lack of forward
visibility of the company's licensing-based cash flow -- an issue
that has been problematic for some time -- it is not clear how the
company's cash flow profile will be perceived by lenders as the
maturity of credit facilities approaches.  With most of the
company's recent performance having been somewhat checkered,
causing a sharp rise in leverage, Moody's think lenders will be
reluctant to provide management with a runway to deliver
performance enhancements and, alternatively, will want to observe
demonstrated progress before re-extending financing; in turn, with
each quarter that tangible progress is delayed, refinance risk
increases.  Accordingly, the ratings outlook remains negative.

This summarizes Hit Entertainment, Inc.'s ratings and the rating
actions:

Downgrades

  -- Corporate Family Rating, downgraded to Caa1 from B3

  -- Probability of Default Rating, downgraded to Caa2 from Caa1

  -- Senior Secured First Lien Bank Credit Facility, downgraded to
     B2 (LGD2, 18%) from B1 (LGD2, 18%)

  -- Senior Secured Second Lien Loan, downgraded to Caa3 (LGD4,
     68%) from Caa2 (LGD4, 68%)

Outlook actions:

  -- Outlook unchanged at negative

                        Ratings Rationale

At this juncture, the primary ratings influence relates to the
need to refinance term debt that matures in 2012 and the high debt
leverage.  With most of the company's recent performance having
been somewhat checkered, Moody's think lenders will be reluctant
to provide management with a runway to deliver performance
enhancements and will want to observe demonstrated progress before
re-extending financing.  Moody's think that efforts to improve
cash flow and results will, of necessity, involve much needed
programming investments that will limit free cash flow expansion.
When combined with a lack of forward visibility of the company's
licensing-based cash flow -- an issue that has been problematic
for some time -- it is not clear how lenders will perceive the
company's cash flow as the maturity of its credit facilities
approaches.  This suggests that asset sales and/or a sale of the
company may be required.  Since these are events that depend on
third parties and valuations are difficult to gauge given the
company's tepid financial performance and the specialized nature
of its properties, refinance risk is considerable.

                          Rating Outlook

As Hit looks to refinance its bank credit facilities, with each
quarter that tangible progress in expanding free cash flow is
delayed, refinance risk increases.  Accordingly, the ratings
outlook remains negative.

                What Could Change the Rating Up

Positive outlook and ratings actions depend on the successful
refinance of the company's debts.  With that and reasonable
underlying fundamentals, were TD/EBITDA on a trajectory to be less
than 7x and were FCF/TD to be consistently positive, consideration
for positive ratings action could result.

               What Could Change the Rating Down

Near-term ratings actions will depend on refinance activities.
Should the related challenge increase, adverse ratings actions may
be required.

                        Corporate Profile

With offices in London, England, and New York, HIT is involved in
the creation, production and international exploitation (via
television, video, publishing, licensing and live events) of
properties (including Bob the Builder, Thomas the Tank Engine, and
Barney) catering to pre-school children.


HORSEHEAD INDUSTRIES: Confirmation Hearing Continued until Feb. 3
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York has continued until February 3, 2011 at 10:00 a.m. (Eastern
Time), the hearing to consider the confirmation of HH Liquidating
Corp. fka HorseHead Industries, Inc., et al.'s proposed Plan of
Liquidation.

As reported in the April 15, 2010 edition of the Troubled Company
Reporter, according to the Disclosure Statement, the Plan provides
for the distribution of the remaining proceeds from the sale of
substantially all of their assets to Horsehead Acquisition Corp.,
a subsidiary of Sun Capital Partners, to their creditors.
Interest holders will receive nothing under the Plan.

The Plan contemplates the substantive consolidation of the
Debtors.  As of the effective date, a Liquidation Trust will be
appointed, to marshal the Liquidation Trust's remaining assets,
administer claims, object to claims, if appropriate, and make
distributions under the Plan.

                       Treatment of Claims

   Type of Claim                    Estimated Percentage Recovery
   -------------                    -----------------------------
Class 1 Secured Claims                        100%
Class 2 Unsecured Claims ($30,545,395)        5.9%
Class 3 Equity Interests                        0%

                  About Horsehead Industries Inc.

Horsehead Industries Inc., dba Zinc Corporation of America,
the largest zinc producer, filed for chapter 11 protection on
August 19, 2002, in the U.S. Bankruptcy Court for the Southern
District of New York.  Herrick, Feinstein LLP, represents the
Debtors.  The Company disclosed $215,579,000 in assets and
$231,152,000 in debts as of the Chapter 11 filing.


HOUGHTON INTERNATIONAL: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a
preliminary 'B' corporate rating to Valley Forge, Pa.-based
Houghton International Inc.  The outlook is stable.

At the same time, S&P assigned preliminary 'B+' issue-level
ratings (same as the corporate credit rating) to Houghton's
proposed $365 million senior secured credit facilities due 2016.
The preliminary recovery ratings are '2', indicating S&P's
expectation of substantial recovery (70%-90%) in the event of a
payment default.

The company is using the proceeds to refinance its existing senior
secured debt and to finance the acquisition of the metalworking
and rolling oil businesses from Royal Dutch Shell plc, with the
remaining portion of the funds allocated for fees and expenses.
The proposed senior secured facilities consist of a $50 million
multicurrency revolving credit facility and a $315 million term
loan B.  The ratings are based on preliminary terms and
conditions.

"The ratings on Houghton reflect the company's participation in
the highly competitive niche metalworking fluids industry,
exposure to cyclical end markets, volatile raw material cost base,
private equity ownership, and S&P's expectation of highly
leveraged financial measures, including 2011 funds from operations
to total adjusted debt below 10%," said Standard & Poor's credit
analyst Ket Gondha.  "Partially offsetting these factors are the
company's leading market share position, essential nature of its
products, and good geographic and customer diversity."

S&P characterizes Houghton's business risk profile as weak and its
financial risk profile as highly leveraged.


HOVENSA LLC: Fitch Downgrades Ratings on Senior Debt to 'BB+'
-------------------------------------------------------------
Fitch Ratings downgrades HOVENSA LLC's senior secured debt ratings
to 'BB+' from 'BBB-':

  -- $400 million senior secured bank revolver ($400 million
     available until 2011; $362 million available until Dec.
     2012);

  -- $126.8 million of senior secured tax-exempt bonds due 2021
     (series 2002);

  -- $74.2 million of senior secured tax-exempt bonds due 2022
     (series 2003);

  -- $50.7 million of senior secured tax-exempt bonds due 2022
     (series 2004); and

  -- $104.1 million of senior secured tax-exempt revenue bonds due
     2022 (series 2007).

Fitch notes that the issuer for the bonds is the Virgin Islands
Public Finance Authority and HOVENSA is the obligor responsible
for debt repayment.

The Rating Outlook remains Negative.

The downgrade to 'BB+' reflects Fitch's expectation that despite
modest improvements, HOVENSA will generate insufficient cash flow
in 2010 and 2011 to maintain an investment-grade rating.  Fitch
projects a 2010 debt service coverage ratio of 1.09 times, which
necessitated sponsor support, and a DSCR of 1.08x in 2011 based
solely on operating cash flow.  DSCRs in this range are indicative
of a lower rating category, but Fitch expects cash flows to
improve and coverage levels to be consistent with the revised
rating by 2012.

Rather than rely on sponsor support as originally contemplated
last year, HOVENSA is relying on its $400 million credit revolver
to fill operating losses, which is short-term debt pari passu with
long-term senior debt obligations.  Last year's rating action
relied on information from the sponsors indicating that sponsor
support would be used to meet liquidity requirements before
drawing on the revolver.  Failure to repay or refinance the
revolver debt prior to maturity in 2012 will further reduce
coverage ratios for the rated debt.  Favorably, sponsors' working
capital support in the form of relaxed payments on crude oil
deliveries from Petroleos de Venezuela (rated 'B+', with a Stable
Outlook) and advance payments from Hess (rated 'BBB', with a
Stable Outlook) for HOVENSA's refined products continues to buoy
the project, preventing further rating downgrades at this time.

While the deferral of capital expenditures for environmental
compliance is expected to provide financial relief in the next two
years, longer term an increase in capital expenditures will
overlap with an increase in debt service as principal payments
begin in 2014.  The combination of the cyclicality of refining
margins with increasing capital expenditures and debt service
obligations reduces HOVENSA's financial flexibility, pressuring
the company even more to control costs and maintain consistently
strong production levels.

Although Fitch sees signs of improvement in the crack spread, it
is premature to conclude that HOVENSA is emerging from economic
pressures that resulted in the project's worst financial
performance in 2009.  Improvements in the 2010 crack spread were
offset by reduced production output, as HOVENSA executed capital
improvements resulting in planned and unplanned outages.
Favorably, the fluidized catalytic converter (FCC) turnaround
project was completed in 2010, maintenance was conducted on the
coker, and other operational challenges were resolved, all of
which should result in higher plant production in 2011 and
possibly a higher DSCR than Fitch currently projects.

Maintenance of the Negative Outlook reflects HOVENSA's refinance
risk associated with the credit revolver expiring in December
2012, sponsor support which could change at any time, and
vulnerability to a major adverse event.

Ongoing support of HOVENSA's ratings continues to reflect its
strategic importance as a gateway for refining Venezuelan sour
crude oil into products distributed to the United States and the
Caribbean.  Additional ratings support comes from a prudent
sponsor distribution policy requiring the project achieve 1.35x
DSCR and adequate additional indebtedness provisions.  The ratings
recognize that there is a potential for the project to increase
its debt to comply with current and new environmental requirements
including the petroleum refinery initiative and potential
greenhouse gas emissions requirements.  Fitch notes the
concentration risk associated with the single refinery to generate
cash flows and the reliability of crude oil supply from Venezuela.
While HOVENSA is exposed to the reliability of crude oil supply
from Venezuela, the company reports that it receives adequate and
timely supply from PDVSA.  HOVENSA has also demonstrated an
ability to purchase alternative crude supplies during previous
periods of oil production cuts in Venezuela.

As HOVENSA's return to financial self-sustainability will take
time to materialize, Fitch notes that these drivers may trigger a
return to a Stable Outlook:

  -- Improving trend in crack spreads, sustaining high plant
     utilization, and controlling costs while maintaining the
     plant's safety and reliability;

  -- Renewal of the credit revolver on favorable terms with regard
     to the principal amount, duration, and cost to maintain the
     facility in support of working capital needs;

  -- Achievement of debt service coverage ratios that are
     consistent with the 'BB' rating category for long-term and
     short-term senior-debt obligations.

Further rating downgrades would be triggered by:

  -- Persistence of weak crack spreads, escalating costs, and
     material disruptions in plant production;

  -- Failure to renew the credit revolver on favorable terms with
     regard to the principal amount, duration, and cost to
     maintain the facility;

  -- Premature reduction in sponsor support.

HOVENSA is a limited liability company that owns and operates a
500,000 barrels-per-day crude oil refinery in the U.S. Virgin
Islands.  HOVENSA is owned 50% by Hess Corporation and 50% by
PDVSA.  Approximately 80% of HOVENSA's products are sold to the
U.S. East & Gulf Coast and 14% to the Caribbean, while 4% remains
within the U.S. Virgin Islands, and the remaining 2% is sold to
other countries.

Investors have a first lien on refinery assets; pledge of
accounts; assignment of project documents, excluding the crude
supply and product sales agreements.  Sponsors' equity/debt
contributions are fully subordinate with respect to cash flow and
collateral.


HOVENSA LLC: S&P Downgrades Rating on $400 Mil. Loan to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its debt rating
on HOVENSA LLC's $400 million first-lien revolving credit facility
due 2011/2012 and its $355.7 million in tax-exempt debt issued by
the U.S. Virgin Islands and the Virgin Islands Public Finance
Authority to 'BB-' from 'BB+'.  The outlook remains negative.
HOVENSA is a 500,000 barrel per day crude oil refiner located in
St. Croix.  It is jointly owned by Hess Corp. (BBB/Stable/--) and
Petroleos de Venezuela S.A. (B+/Stable/--).  The '1' recovery
rating, which remains unchanged, indicates that lenders can expect
a very high (90%-100%) recovery in the event of a payment default.

"S&P expects pressure on HOVENSA's financial risk profile from
weak margins and negative project cash flows through the beginning
of 2011 due to a weak refining environment, ongoing capital
spending requirements, and declining liquidity," said Standard &
Poor's credit analyst Mark Habib.

Gross margins declined to 2.65% for the trailing 12 months ended
Dec. 31, 2009.  S&P believes they have likely weakened further in
2010 and will remain poor for at least the beginning of 2011.
Utilization rates for the nine months ended September 30, 2010
(78% crude unit, 70% fluid catalytic cracker, and 80% for the
coker) are at their lowest average level for the last five years.
FCC production during the first quarter of 2010 declined due to a
shutdown for scheduled turnaround maintenance.  The refinery
completed the planned turnaround of the FCC and operations began
again in March 2010.  Persistent volatility is not uncommon given
the industry's nature, but HOVENSA benefits from S&P's assumption
that the project's parents are likely to assist the project with
liquidity over the short term.

The negative outlook reflects S&P's expectation of negative
project cash flow into 2011 due to a weak refining environment and
HOVENSA's reduced liquidity as cash balances have fallen and
revolver draws have increased.  The continued compression of crack
spreads will likely result in reduced margins and throughput,
although this may be partially mitigated by increasing crude
differentials in 2011.  S&P anticipates that poor market
conditions combined with high levels of required capital spending
will keep the project's debt service coverage below zero for at
least the next two quarters.  HOVENSA benefits from S&P's
assumption that the project's parents are likely to assist it with
liquidity over the short term.  If parent support is scaled back
or withdrawn, or turns out to be inadequate due to worse-than-
expected refining margins, or if S&P expects current conditions
continue through the end of 2011, S&P could lower the rating.  If
HOVENSA can weather the current downturn and rebuild its liquidity
position to pre-2008 levels, S&P could revise the negative outlook
to stable.


IDEAL ELECTRICAL: Court Affirms Denial of Foster Severance Claim
----------------------------------------------------------------
Bankruptcy Judge S. Martin Teel denied a motion by Levi Foster
requesting the Court to reconsider its ruling regarding his proof
of claim against Ideal Electrical Supply Corporation.  The Court
disallowed Mr. Foster's claim for severance compensation after his
employment was terminated.  His employment agreement had required
him to execute a release within a specified time frame if he was
to be entitled to receive severance compensation.  He failed to
execute the release.  Accordingly, he was, and remains, not
entitled to receive severance compensation, Judge Teel said.

A copy of the Court's December 16, 2010 Memorandum Decision, which
the Court indicated is not for publication in West's Bankruptcy
Reporter, is available at http://is.gd/j8CGDfrom Leagle.com.

Washington DC-based Ideal Electrical Supply Corporation filed for
Chapter 11 bankruptcy (D.D.C. Case No. 09-01084) on December 8,
2009.  Alan M. Grochal, Esq. -- agrochal@tydingslaw.com -- at
Tydings & Rosenberg, in Baltimore, Maryland, serves as the
Debtor's counsel.  In its petition, the Debtor estimated
$1 million to $10 million in both assets and debts.


INGLES MARKETS: Moody's Reviews 'Ba3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service placed Ingles Markets Inc.'s ratings
under review for possible downgrade based on concerns that credit
metrics could remain weak for an extended period.

The review is prompted by the company's announcement that it will
issue $99.74 million in tax exempt Recovery Zone Facility Bonds on
or before December 31, 2010 to finance the expansion of its
current distribution center as well as for eligible costs of store
construction in North Carolina.

This action reflects Moody's concern that the addition to already
high level of funded debt will further weaken Ingles' credit
metrics.  Given the company's moderate scale, geographic
concentration, competition from alternative food retailers and
continued economic weakness, margins could remain under pressure
resulting in little or no improvement in credit metrics for an
extended period.  Although the company's investment in new stores
and store upgrades has been successful in helping customer
retention, it has not led to meaningful margin expansion.

Moody's review will focus on the company's ability to sustain
margins and cash flow generation that would enable it to
meaningfully improve credit metrics in the near term.

Ratings placed under review for possible downgrade:

  -- Corporate Family Rating at Ba3
  -- Probability of Default Rating at Ba3
  -- Senior Unsecured Notes at B1 (LGD 5, 73%)

The last rating action on Ingles was the assignment of a B1 rating
to the Senior Unsecured Notes with a Stable outlook on April 30,
2009.

Ingles Markets, headquartered in Ashville, North Carolina,
operates 202 supermarkets principally in Georgia, North Carolina,
South Carolina and Tennessee.  Ingles also owns and operates 70
shopping centers, 58 of which contain an Ingles Supermarket and 93
free standing stores.


ION MEDIA: Lender Lashes Out Request to Close Ch. 11
----------------------------------------------------
Cyrus Select Opportunities Master Fund Ltd. has lashed out at Ion
Media Networks Inc.'s request for a court order closing the book
on its bankruptcy, saying that doing so would interfere with the
creditor's appeal of the Chapter 11 plan, Bankruptcy Law360
reports.

ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and
operates the nation's largest broadcast television station group
and ION Television, which reaches over 96 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems, and features popular TV series and
movies from the award-winning libraries of RHI Entertainment, CBS
Television, NBC Universal, Sony Pictures Television, Twentieth
Television and Warner Bros., among others.  Using its digital
multicasting capability, the Company has launched several digital
TV brands, including qubo, a channel for children focusing on
literacy and values, and ION Life, a channel dedicated to active
living and personal growth.  It also has launched Open Mobile
Ventures Corporation, a business unit focused on the research and
development of portable, mobile and out-of-home transmission
technology using over-the-air digital television spectrum.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 19, 2009 (Bankr. S.D.N.Y. Case No. 09-13125).
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors'
general bankruptcy counsel.  Moelis & Company LLC is the Debtors'
financial advisor.  Ernst & Young LLP is the Debtors' tax advisor,
and Kurtzman Carson Consultants LLP is the Debtors' notice, claims
and balloting agent.  The Debtors disclosed $1,855,000,000 in
assets and $1,936,000,000 in debts as of April 30, 2009.  The U.S.
Trustee has appointed four members to the official committee of
unsecured creditors.


INSIGHT HEALTH: Court Approves Stock Trading Restrictions
---------------------------------------------------------
To preserve the value of various tax attributes, the Honorable
Arthur J. Gonzalez has approved certain notice and hearing
procedures applicable to any transaction involving 389,000 or more
shares of common stock (about 4.5% of 8,644,444 outstanding
shares) issued by InSight Health Services Holdings Corp.  Copies
of relevant documents are available at
http://www.bmcgroup.com/insight/at no charge.

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

Insight Health Services Holdings Corp. and its affiliate, InSight
Health Services Corp., sought Chapter 11 protection (Bankr. D.
Del. Case Nos. 07-10700 and 07-10701) on May 29, 2007, with a
prepackaged bankruptcy plan that was confirmed on July 10, 2007,
and declared effective on August 1, 2007.

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

InSight is represented by Edward O. Sassower, Esq., James H.M.
Sprayregan, Esq., and Ryan Blaine Bennett, Esq., at Kirkland &
Ellis LLP.  Zolfo Cooper is the Debtors' financial advisor, and
BMC Group Inc. is the claims and noticing agent.


IRA PODLOFSKY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ira Podlofsky
        141-G Manorhaven Blvd.
        Port Washington, NY 11050

Bankruptcy Case No.: 10-79766

Chapter 11 Petition Date: December 17, 2010

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

Judge: Alan S. Trust

Debtor's Counsel: Marc A. Pergament, Esq.
                  WEINBERG GROSS & PERGAMENT LLP
                  400 Garden City Plaza
                  Garden City, NY 11530
                  Tel: (516) 877-2424
                  E-mail: mpergament@wgplaw.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/nyeb10-79766.pdf


IRON MOUNTAIN: Moody's Raises Corporate Family Rating to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Iron Mountain Incorporated to Ba3 from B1.  Concurrently, the
senior secured credit facility rating was raised to Baa3 from Ba1
and the senior subordinated notes rating was raised to B1 from B2.
The ratings outlook was changed to stable from positive.
Additionally, the SGL-1 liquidity rating was affirmed.

                        Ratings Rationale

Despite economic weakness over the past few years, Iron Mountain
has continued to report strong operating performance.  Organic and
acquired revenue growth, combined with operational efficiencies,
has led to considerable earnings expansion and the deleveraging of
the capital structure.  At September 30, 2010, financial leverage
had declined to 3.9 times from 5.1 times at the end of 2007, using
Moody's standard adjustments.  A moderation in capital spending
has further contributed to higher free cash flow (before
dividends) and interest coverage.  Additionally, the Ba3 CFR
reflects Iron Mountain's very good liquidity profile, large
revenue size, market share, geographic diversity, and low customer
concentration.

The Ba3 rating is constrained by Iron Mountain's shift towards
more shareholder-friendly financial policies.  The company
initiated a first-time dividend in early 2010 and recently
announced a 200% increase in the quarterly dividend to
approximately $160 million per year.  The higher annual payout
rate reduces financial flexibility and, along with share
repurchase programs, makes it unlikely that Iron Mountain will
materially reduce debt in the near term.

The stable ratings outlook incorporates Moody's expectation that
organic revenue will continue to grow modestly in the medium term.
Because of the recent shift in financial policy towards returning
capital to shareholders, cash flow available for debt reduction is
expected to be minimal.  As such, an upgrade is unlikely in the
near term.  However, the outlook or ratings could be raised if
Iron Mountain continues to reduce leverage through earnings growth
or permanent debt reduction, such that financial leverage is
maintained below 3.5 times and interest coverage exceeds 3.5
times.  A contraction in organic revenue growth, deterioration in
earnings or liquidity, material debt-financed acquisitions, or
further increases in the shareholder payout ratio could lead to
negative ratings pressure.  Specifically, the ratings or outlook
could be lowered if financial leverage is sustained above 4.5
times.

Moody's upgraded these ratings of Iron Mountain Incorporated (and
adjusted the Loss Given Default point estimates, as noted):

  -- Corporate Family Rating, to Ba3 from B1

  -- Probability of Default Rating, to Ba3 from B1

  -- $765 million senior secured revolving credit facility due
     April 2012, to Baa3 (LGD2, 11%) from Ba1 (LGD2, 14%)

  -- $410 million term loan due 2014, to Baa3 (LGD2, 11%) from Ba1
     (LGD2, 14%)

  -- GBP150 million 7.25% senior subordinated notes due 2014, to
     B1 (LGD4, 67%) from B2 (LGD4, 68%)

  -- $233 (formerly $436) million 7.75% senior subordinated notes
     due 2015, to B1 (LGD4, 67%) from B2 (LGD4, 68%)

  -- $317 million 6.625% senior subordinated notes due 2016, to B1
     (LGD4, 67%) from B2 (LGD4, 68%)

  -- $200 million 8.75% senior subordinated notes due 2018, to B1
     (LGD4, 67%) from B2 (LGD4, 68%)

  -- EUR225 million 6.75% senior subordinated notes due 2018, to
     B1 (LGD4, 67%) from B2 (LGD4, 68%)

  -- $50 million 8% senior subordinated notes due 2018, to B1
     (LGD4, 67%) from B2 (LGD4, 68%)

  -- $300 million 8% senior subordinated notes due 2020, to B1
     (LGD4, 67%) from B2 (LGD4, 68%)

  -- $548 million 8.375% senior subordinated notes due 2021, to B1
     (LGD4, 67%) from B2 (LGD4, 68%)

Moody's upgraded this rating of Iron Mountain Nova Scotia Funding
Company:

  -- C$175 million 7.5% senior subordinated notes due 2017, to B1
     (LGD4, 67%) from B2 (LGD4, 68%)

Moody's affirmed the below rating:

  -- Speculative Grade Liquidity Rating, SGL-1

Headquartered in Boston, Massachusetts, Iron Mountain is an
international provider of information storage and protection
related services.  The company reported revenue of $3.1 billion in
the last twelve months ending September 30, 2010.


JACKSON HEWITT: Amends Credit Agreement With Wells Fargo
--------------------------------------------------------
On December 17, 2010, Jackson Hewitt Tax Service Inc. and certain
of its subsidiaries entered into a Fifth Amendment to their
Amended and Restated Credit Agreement, originally dated as of
October 6, 2006, with Wells Fargo Bank, N.A., as Administrative
Agent, and the lenders thereto.

The Amendment amends certain provisions of the Credit Agreement,
including, but not limited to, the following:

The $105.0 million of revolving commitments under the Credit
Agreement remains available subject to an amended and increased
availability block for the term of the Credit Agreement.  As of
December 17, 2010, after giving effect to the Amendment,
$77 million was available for borrowing under the revolving
facility.  The Amendment also eliminates the Borrowers' ability to
make swingline loans.

In addition to any scheduled principal repayments required under
the Credit Agreement, from April 4, 2011 through July 15, 2011,
the Lenders will be permitted to require the Borrowers to repay
term loans up to an aggregate amount of $25 million at the
Administrative Agent's demand.  Any such demand shall be made at
the direction of a supermajority of Lenders and no payment shall
due until 30 days after such a demand is made.  The Amendment also
sets the allowed level of net expenditures permitted to be made by
the Borrowers to $17.5 million for the month of December 2010, and
up to an additional $16.7 million thereafter through January 31,
2011.

The Amendment deleted events of default with respect to the
Borrowers' delivery requirements of proposal and commitment
letters with respect to the continuation and funding of the
Borrowers' refund anticipation loan program in September 2010 and
November 2010, respectively.  In addition, the Amendment modified
the event of default with respect to the Borrowers' delivery
requirement of definitive documentation with respect to the
Borrowers' RAL coverage and assisted refund coverage.  In the
Amendment, the Lenders acknowledge that such definitive
documentation has been so delivered by the Borrowers.

The Amendment sets forth certain requirements with respect to the
Borrowers' annual bonus plan, including restrictions on payment if
a default or event of default exists.  In addition, the Amendment
reduces certain notice and grace periods under the Credit
Agreement.

In connection with the Amendment, the Borrowers paid a waiver fee
to the Lenders of $482,000.

                       About Jackson Hewitt

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

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

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

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


JACQUELINE JOCELYN: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Jacqueline O. Jocelyn
          aka Jacqueline Olguine Jocelyn
        11949 Harmony Drive
        Jacksonville, FL 32246

Bankruptcy Case No.: 10-10799

Chapter 11 Petition Date: December 16, 2010

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

Judge: Jerry A. Funk

Debtor's Counsel: Albert H. Mickler, Esq.
                  MICKLER & MICKLER
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  E-mail: cmickler_32277@yahoo.com

Scheduled Assets: $809,365

Scheduled Debts: $1,336,037

A list of the Debtor's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-10799.pdf


JOSEPH MCGIVNEY: Section 341(a) Meeting Scheduled for Jan. 20
-------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of Joseph P.
McGivney's creditors on January 20, 2011, at 3:00 p.m.  The
meeting will be held at Courtroom J, Union Station, 1717 Pacific
Avenue, Tacoma, WA 98402.

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

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

Gig Harbor, Washington-based Joseph P. McGivney filed for Chapter
11 bankruptcy protection on December 9, 2010 (Bankr. W.D. Wash.
Case No. 10-50104).  Shelly Crocker, Esq., at Crocker Law Group
PLLC, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated his assets and debts at $10 million to $50 million.


JOSEPH JUNKOVIC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Joseph Junkovic
        30 East Huron, #5207
        Chicago, IL 60611

Bankruptcy Case No.: 10-55888

Chapter 11 Petition Date: December 20, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: David K. Welch, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S Lasalle St., Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: dwelch@craneheyman.com

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

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

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Peter Kitchin                                    $428,500
14343 Woodland Ave.
Orland Park, IL 60462

Park Millennium                                  $6,246
222 N. Columbus Drive
Chicago, IL 60601

Joseph Mann & Creed                              $2,230
PO Box 22253
Beachwood, OH 44122-0253

Chicago Title Land                               $1,925
Trust Company

Claims Resource Services                         $1,707

Schmidt Salzman                                  $1,246
& Moran Ltd.

Carson Pirie Scott                               $247
Payment Services

City of Chicago                                  $244
Dept. Of Revenue

City of Chicago                                  $244
Dept. Of Revenue

City of Chicago                                  $183
Dept. Of Revenue

JC Penny                                         $127
Credit Services

City of Chicago                                  $122
Dept. Of Revenue

City of Chicago                                  $100
Dept. Of Revenue

City of Chicago                                  $100
Dept. Of Revenue

City of Chicago                                  $85
Dept. Of Revenue

City of Chicago                                  $50
Dept. Of Revenue

City of Chicago                                  $50
Dept. Of Revenue

City of Chicago                                  $50
Dept. Of Revenue

City of Chicago                                  $50
Dept. Of Revenue

Macy's                                           Unknown


JULIET HOMES: Ch. 7 Trustees Get Green Light to Amend Suit
----------------------------------------------------------
Bankruptcy Judge Marvin Isgur granted, in part, and denied, in
part, the request by Joseph Hill -- Chapter 7 Trustee for the
Juliet Homes, LP and Juliet GP, LLC bankruptcy estates -- and
Steve Smith -- Chapter 7 Trustee for the estate of Douglas Brown
-- for leave to amend their complaint, Joseph M. Hill Ch 7
Trustee, et al., v. Alex Oria, et al., Adv. Pro. No. 09-03429
(Bankr. S.D. Tex.).

The Chapter 7 Trustees instituted the adversary proceeding on
October 29, 2009.  In their investigation into the bankruptcy
cases, the Trustees came to believe that the Debtors had
fraudulently or preferentially transferred the Debtors' funds.
The Trustees sued alleged recipients of the transfers, and then,
several months later, sought to add new claims and dozens of new
defendants.  By the time the Trustees sought leave to amend their
Original Complaint, the statutes of limitations had run on most of
the claims against the new defendants.  The Trustees argue that
the statutes of limitations should be equitably tolled because of
extraordinary circumstances.  During the course of their
investigation, the Trustees' forensic accountant died.  The
accountant's death and the Debtors' and defendants' alleged
concealment of records, the Trustees assert, justify extending the
statutes of limitations.  Additionally, the Trustees argue that
the amendments to the complaint relate back to the date of the
original filing under Fed. R. Civ. P. 15.  The Trustees argue both
that (i) failure to include the new defendants in the Original
Complaint was due to a mistake of identity, and (ii) the
underlying claims are based on the same transactions.

Judge Isgur held that the Trustees failed to prove that the
Debtors or defendants actively concealed records.  The death of
the Trustees' forensic accountant must be balanced against the
Court's conclusion that the Trustees did not exercise sufficient
diligence in their investigation.  Although there is some evidence
the Debtors passively concealed records, equitable tolling is not
warranted where the plaintiff failed to exercise sufficient
diligence.  Additionally, the Trustees' alleged mistake with
respect to most of the new defendants was not a mistake of
identity, but rather a lack of knowledge.  The avoidance claims
against most of the new defendants therefore do not relate back to
the time of the Original Complaint, and the claims against these
defendants are barred.

Although the Trustees fail to state actual or constructive fraud
claims or punitive damages claims against all but a few
defendants, the Trustees sufficiently state a claim for
conversion/misappropriation/unjust enrichment, and this claim
relates back to the Original Complaint with respect to the
original defendants.

A copy of Judge Isgur's December 16, 2010 Memorandum Opinion is
available at http://is.gd/j8FDlfrom Leagle.com.

Creditors filed involuntary petitions on September 20, 2007,
against each of Juliet Homes, LP (Bankr. S.D. Tex. Case No. 07-
36424); Juliet GP, LLC (Bankr. S.D. Tex. Case No. 07-36426); and
Douglas A. Brown (Bankr. S.D. Tex. Case No. 07-36422).  Mr. Brown
and the two Juliet Debtors are closely related.  Mr. Brown was the
100% owner of Juliet GP and the 28.376% owner of Juliet Homes.

On Debtors' motion, the Court entered orders for relief on
October 31, 2007.  The Court converted Juliet Homes' case and Mr.
Brown's case to Chapter 11 on the same day.  On November 2, 2007,
Joseph Hill became Trustee over the Juliet Debtors' estates.  On
Mr. Hill's motion, the Court reconverted Juliet Homes' case to
Chapter 7 on December 3, 2007.  Mr. Brown moved to reconvert his
individual case to Chapter 7 on December 5, 2007.


KL ENERGY: Consummate Financing With Several Investors
------------------------------------------------------
On November 30, 2010, KL Energy Corporation consummated a
financing with several accredited investors pursuant to a Note and
Warrant Purchase Agreement.  Pursuant to the terms of the Purchase
Agreement, the Company issued to the investors secured convertible
promissory notes, related stock purchase warrants for an aggregate
purchase price of $4,680,000.  The Company's obligations under the
notes are secured by a Security Agreement.  The Purchase Agreement
also provides each Investor with the right of first offer, within
10 days of being notified, to purchase its pro-rata share of
capital stock which the Company proposes to issue in a subsequent
equity financing.

Approximately $4.0 million of the gross proceeds from the
financing came from existing investors.  Each Note carries an
interest rate of 10.0% per annum and is payable with interest
eight months after its issuance.  In the event the Company
consummates, prior to the maturity date of the Notes, an equity
financing pursuant to which it sells shares of its capital stock
for an amount of not less than $15,000,000, and with the principal
purpose of raising capital, then the investor may elect to convert
all or part of the outstanding principal amount and the accrued
but unpaid interest under such Note into shares of the capital
stock at the same price and on the same terms as the other
investors that participate in the Qualified Equity Financing.

In the event that a merger or sale of the Company's assets occurs
prior to the maturity date of the Notes, all or a portion of the
outstanding principal amount and all accrued but unpaid interest
under the Note will be convertible at the option of the investor
into that number of shares of the Company's capital stock as is
determined by dividing such principal amount and accrued interest
by 80% of the price per share of the Company's capital stock
determined as of the date of the Liquidity Event.  In lieu of the
conversion of the Note, the investor may demand for payment of the
principal and accrued but unpaid interest outstanding as of the
date of the Liquidity Event.

Pursuant to the terms of the Purchase Agreement, each investor was
issued a Warrant that entitled the investor to purchase, within
four years of each Note's maturity date, shares of the Company's
capital stock that equals the quotient obtained by dividing (a)
the warrant coverage amount by (b) either the price paid by
investors of a Qualified Equity Financing or $1.10 per share if
exercised in the absence of a Qualified Equity Financing.  The
warrant coverage amount is 140% of the number of shares
convertible under the Note at the maturity date; provided,
however, if the Note is converted either in whole or in part at
any time during the term of the Note or upon the maturity date,
then the 140% used in the calculation of the warrant coverage
amount shall be increased to 170%.

As reported in the Troubled Company Reporter on March 11, 2010,
Ehrhardt Keefe Steiner & Hottman PC, in Denver, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted of the Company's recurring losses and
accumulated deficit of $9.27 million as of December 31, 2009.

A copy of the Note and Warrant Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?7137

A copy of the Form of Secured Convertible Promissory Note is
available for free at http://ResearchArchives.com/t/s?7138

A copy of the Form of Common Stock Purchase Warrant is available
for free at http://ResearchArchives.com/t/s?7139

A copy of the Form of Security Agreement is available for free at
http://ResearchArchives.com/t/s?713a

                         About KL Energy

Based in Rapid City, South Dakota, KL Energy Corporation
-- http://www.klenergycorp.com/-- formerly known as Revive-it
Corp., focuses on developing unique technical and operational
capabilities designed to enable the production and
commercialization of biofuel, in particular ethanol from
cellulosic biomass.  The Company also plans to provide contracted
engineering and project development services to third party
customers.

The Company's balance sheet as of September 30, 2010, showed
$4.68 million in total assets, $8.19 million in total liabilities,
and a stockholders' deficit of $3.51 million.

As reported in the Troubled Company Reporter on March 11, 2010,
Ehrhardt Keefe Steiner & Hottman PC, in Denver, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted of the Company's recurring losses and
accumulated deficit of $9.27 million as of December 31, 2009.


LA JOLLA PHARMACEUTICAL: B. Liang Owns No Securities
----------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
December 28, 2010, Bertrand C. Liang, a director, disclosed that
he does not own any securities of La Jolla Pharmaceutical Co.

                  About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

The Company's balance sheet at Sept. 30, 2010, showed
$7.43 million in total assets, $8.15 million in total liabilities,
all current, and $92,000 in convertible preferred stock, and a
stockholders' deficit of $806,000.

Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred recurring operating losses, an
accumulated deficit of $424.3 million as of December 31, 2009, and
has no current source of revenues or financing.


LATOYA GAY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Latoya Martina Gay
                aka Latoya Martina Farmer
                aka Latoya Farmer-Gay
               Antonio Leon Gay
               13545 Tollgate Rd.
               Pickerington, OH 43147

Bankruptcy Case No.: 10-64567

Chapter 11 Petition Date: December 16, 2010

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: C. Kathryn Preston

Debtor's Counsel: Mark Ditullio, Esq.
                  169 E Livingston Ave
                  Columbus, OH 43215
                  Tel: (614) 461-1516
                  Fax: (614) 461-1520
                  E-mail: bankruptcylaw@ameritech.net

Scheduled Assets: $411,800

Scheduled Debts: $1,938,319

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohsb10-64567.pdf


LEHMAN BROTHERS: Gets Approval to Assign Swap Agreements to SwapCo
------------------------------------------------------------------
Lehman Brothers Special Financing Inc. and Lehman Brothers
Financial Products Inc. received court approval to assume and
assign their interests in swap agreements with a group of trusts.

The trusts include IMPAC Secured Assets Trust 2006-3, IMPAC
Secured Assets Trust 2007-3, First Franklin Mortgage Loan Trust
2006-FF8 and Harbourview CDO III Limited.

LBSF and LBFP propose to assume and assign their interests to
1271 SwapCo. Ltd., a company based in Cayman Islands.

SwapCo was formed solely to enter into swap deal as an
intermediary between Lehman Brothers Holdings Inc. or its
affiliated debtors and counterparties to the swap deal.  LBSF
holds all the residual economic interests in SwapCo.

Under the proposed transaction, LBSF and LBFP will be released of
their obligations under the swap agreements.  Meanwhile, LBHI's
obligations including its role as guarantor or credit support
provider won't be assumed.  Deutsche Bank AG will guarantee the
payment of SwapCo to the trusts under the swap agreements.

As condition to the assignment, each trust will be required to
make payments owed either to LBSF or LBFP upon assumption of the
swap agreements.

LBSF or LBFP will receive payment of $75,047,655 from IMPAC
Secured Assets Trust 2006-3; $17,931,999 from IMPAC Secured
Assets Trust 2007-3; and $7,712,971 from Harbourview.  First
Franklin will return to LBSF $7,173,160 worth of its collateral.

To effect the assumption and assignment, novation agreements will
be executed by SwapCo, LBSF, LBFP and the trusts.

A list of the swap agreements to be assumed and assigned is
available without charge at:

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

LBSF and LBFP also ask the Court for approval to reach new swap
agreements with SwapCo and interest rate cap agreements with
Deutsche Bank AG, and to pay the bank a fee at the market rate
for those transactions.  The fee for each transaction will have
to be approved by the Official Committee of Unsecured Creditors.

                       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: LBPF Deal With Madison, et al., Approved
---------------------------------------------------------
Lehman Brothers Financial Products Inc. received court approval to
enter into a deal to settle a lawsuit it filed against U.S. Bank
N.A. and two others in connection with their derivatives
contracts.

LBFP filed the lawsuit against U.S. Bank, Madison Avenue
Structured Finance CDO I Ltd., and Madison Avenue Structured
Finance CDO I, Corp., to challenge the provisions in the
documents that were executed in connection with their derivatives
transactions.

Under the deal, LBFP will receive from the Madison entities a
settlement payment in exchange for the dismissal of the lawsuit.
The parties also agreed to release each other from all claims
that stemmed from their derivatives transactions and the lawsuit.

The deal is formalized in a seven-page agreement, a full-text
copy of which is available without charge at:

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

The deal comes following a mediation held last month among LBFP,
U.S. Bank and the collateral manager, MetLife Investment Advisors
Company LLC, in compliance with the Court's September 17, 2009
order.  The order approved a process for resolving claims of LBFP
and its affiliated debtors under derivatives contracts.

                       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: Receives Approval of Heritage Fields Settlement
----------------------------------------------------------------
Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc.
obtained court approval to enter into a settlement agreement to
recover their investment in the Heritage Fields project.

The Heritage Fields project is a 3,723-acre masterplan
development in California owned by Heritage Fields El Toro LLC.

The settlement requires LBHI to ink an agreement with El Toro
LLC, under which the latter will grant a $250 million
participation interest to the company, and a $197,470,189
participation interest to State Street Bank and Trust Company in
the $775 million loan that El Toro previously provided to
Heritage for the project.

Following the execution of the agreement, LBHI will receive a
discounted pay off in the sum of $125 million and will be given
an option for a cash flow participation by Heritage.

Jeffrey Fitts, managing director of Alvarez & Marsal Real Estate
Advisory Services, said the settlement agreement provides LBHI
with significant recovery on account of its interest in the
Heritage Fields project, adding that a continued interest in the
project could result in substantial costs in funding it and a
significant period of time before the company realized any
recovery of its investment.

The Official Committee of Unsecured Creditors also expressed
support for the approval of the settlement, saying it would
provide LBHI and LCPI with a "reasonable and immediately
realizable recovery on account of their interest in the Heritage
Fields project."

                       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: Wins Approval to Terminate Derivatives Contracts
-----------------------------------------------------------------
Lehman Brothers Special Financing Inc. and Lehman Brothers
Financial Products Inc. received a court ruling authorizing the
termination of their derivatives contracts effective September 22,
2010.

The Lehman units are party to 19 derivatives contracts with
various trusts and special purpose vehicles administered by U.S.
Bank National Association, which were formed to hold residential
mortgage loans and issue securities.

A list of the subject contracts is available without charge
at http://bankrupt.com/misc/LBHI_19DerivativesContractsUSBank.pdf

In connection with the termination of the derivatives contracts,
LBSF and LBFP also propose to settle the amounts owed to the
trusts.

Lori Fife, Esq., at Weil Gotshal & Manges LLP, in New York, says
the proposed termination would limit any increase in damages that
could be claimed by the trusts under the derivatives contracts.
She adds that the contracts can never move "in-the-money" to LBSF
and LBFP, and some of them have long maturities.

Earlier, U.S. Bank filed proofs of claim on account of the
derivatives contracts to be terminated.  In exchange for their
termination, LBSF and LBFP agreed with U.S. Bank that the claims,
excluding those that did not comply with the requirements for
filing proofs of claim, will be allowed in their settled amounts.

U.S. Bank has already agreed to the terms of the proposed
termination and settlement of the contracts and has already
notified holders of the securities issued by the trusts.  The
bank, however, has not yet received a response or instruction to
terminate and settle the contracts from those holders, according
to Daniel Ehrmann, managing director of turnaround firm Alvarez &
Marsal North America LLC.

                       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: NY Atty. Gen. Sues E&Y for Aiding Fin'l Fraud
--------------------------------------------------------------
Attorney General Andrew M. Cuomo on December 21 filed a Martin Act
lawsuit against Ernst & Young LLP, charging the accounting firm
with helping Lehman Brothers Holding, Inc. engage in an accounting
fraud involving the surreptitious removal of tens of billions of
dollars of fixed income securities from Lehman's balance sheet in
order to deceive the public about Lehman's true liquidity
condition.

The Attorney General's lawsuit claims that for more than seven
years leading up to Lehman's bankruptcy filing in September 2008,
Lehman had engaged in so-called "Repo 105" transactions,
explicitly approved by E&Y.  The transactions purpose was to
temporarily park highly liquid, fixed-income securities with
European banks for the sole purpose of reducing Lehman's financial
statement leverage, an important financial metric for investors,
stock analysts, lenders, and others interested in Lehman.

"This practice was a house-of-cards business model designed to
hide billions in liabilities in the years before Lehman
collapsed," said Attorney General Cuomo.  "Just as troubling, a
global accounting firm, tasked with auditing Lehman's financial
statements, helped hide this crucial information from the
investing public. Our lawsuit seeks to recover the fees collected
by Ernst & Young while it was supposed to be using accountable,
honest measures to protect the public."

Specifically, Repo 105 transactions involved transfers by Lehman
of fixed income securities to European counterparties in return
for cash - often at the end of a financial quarter - with the
binding understanding that Lehman would shortly repurchase the
equivalent securities from these counterparties only a few days
later for more money. Lehman then used the cash to pay down
liabilities and improve its leverage and balance sheet metrics,
while failing to disclose to the investing public the obligation
to repurchase the securities at a higher price. Lehman did so,
with E&Y's explicit approval, by characterizing these financing
transactions as "sales."  Indeed, the sole purpose of
characterizing these transactions as "sales" was to reduce
Lehman's leverage on its financial statements and public filings,
thereby deceiving the investing public.

The complaint, filed in New York Supreme Court, alleges that E&Y
was fully aware of Lehman's fraudulent Repo 105 transactions,
specifically approved of Lehman's use of them, and gave Lehman an
unqualified audit opinion every year from 2001 to 2007, despite
knowing that they concealed the Repo 105 transactions.  Further,
the lawsuit alleges that in 2007 and early 2008, when Lehman was
facing demands to reduce its leverage, Lehman rapidly accelerated
its use of Repo 105 transactions, removing up to $50 billion from
its balance sheet on a quarterly basis without disclosing the use
of the Repo 105 transactions.

The complaint also alleges that E&Y failed to object when Lehman
misled analysts on its quarterly earnings calls regarding its
leverage ratios, and that E&Y did not inform Lehman's Audit
Committee about a highly-placed whistleblower's concerns about
Lehman's use of Repo 105 transactions.

The Attorney General seeks the return of the entirety of fees E&Y
collected for work performed for Lehman between 2001 and 2008,
exceeding $150 million, plus investor damages and equitable
relief.

A copy of the lawsuit can be found at
www.ag.ny.gov/media_center/2010/dec/ErnstYoungComplaint.pdf

The investigation was conducted by Senior Trial Counsel David N.
Ellenhorn and Assistant Attorney General Armen Morian under the
supervision of Executive Deputy Attorney General Maria T. Vullo
and Deputy Attorney General Michael Berlin.

                      Ernst & Young Responds

Ernst & Young said in a statement:

"We intend to vigorously defend against the civil claims alleged
by the New York Attorney General.

"There is no factual or legal basis for a claim to be brought
against an auditor in this context where the accounting for the
underlying transaction is in accordance with the Generally
Accepted Accounting Principles (GAAP).  Lehman's audited financial
statements clearly portrayed Lehman as a highly leveraged entity
operating in a risky and volatile industry.

"Lehman's bankruptcy occurred in the midst of a global financial
crisis triggered by dramatic increases in mortgage defaults,
associated losses in mortgage and real estate portfolios, and a
severe tightening of liquidity.  Lehman's bankruptcy was preceded
and followed by other bankruptcies, distressed mergers,
restructurings, and government bailouts of all of the other major
investment banks, as well as other major financial institutions.
In short, Lehman's bankruptcy was not caused by any accounting
issues.

"What we have here is a significant expansion of the Martin Act.
Although the Martin Act is almost 90 years old, we believe this is
the first time that an Attorney General is attempting to use this
law to assert claims against an accounting firm, rather than the
company that took the alleged actions.

"We look forward to presenting the facts in a court of law."

                       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)


LIONS GATE: Shareholders Elect 17 Director-Nominees
---------------------------------------------------
On December 14, 2010, Lions Gate Entertainment Corp. held its
Annual General Meeting of Shareholders to consider and vote upon
the election of each of the nominated directors to the Company's
Board of Directors and on the re-appointment of Ernst & Young LLP
as the Company's independent registered public accounting firm.

Of the 136,694,840 common shares outstanding and entitled to vote
at the Annual Meeting, 128,232,583 common shares were represented
in person or by proxy at the Annual Meeting.  The shareholders
voted to elect all of the Company's director nominees and approved
the re-appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm.

The directors elected by shareholders are:

   * Norman Bacal
   * Michael Burns
   * Arthur Evrensel
   * Jon Feltheimer
   * Frank Giustra
   * Morley Koffman, Q.C.
   * Harald Ludwig
   * G. Scott Paterson
   * Mark H. Rachesky, M.D.
   * Daryl Simm
   * Hardwick Simmons
   * Phyllis Yaffe
   * Jay Firestone
   * Michael Dornemann
   * Christopher J. McGurk
   * Daniel A. Ninivaggi
   * Dr. Harold T. Shapiro

                         About Lions Gate

British Columbia-domiciled and Santa Monica, California-
headquartered Lions Gate is an independent producer and
distributor of motion pictures, home entertainment, television
programming and animation worldwide and holds a majority interest
in the pioneering CinemaNow VOD business.

Lions Gate Entertainment Corp. reported total assets of
$1,592,874,000 against total liabilities of $1,594,454,000,
resulting in total deficiency of $1,580,000 as of June 30, 2010.

Lions Gate carries 'B-' issuer credit ratings from Standard &
Poor's.


LOCATION BASED TECH: Recurring Losses Prompt Going Concern Doubt
----------------------------------------------------------------
Location Based Technologies, Inc., filed on December 15, 2010, its
annual report on Form 10-K/A for the fiscal year ended August 31,
2010.

Comiskey & Company, in Denver, Colo., expressed substantial doubt
about Location Based Technologies' ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred recurring losses since inception and has an accumulated
deficit in excess of $28,800,000 and a working capital deficit in
excess of $5,900,000.

The Company reported a net loss of $9.06 million on $67,090 of net
revenue for fiscal 2010, compared with a net loss of $9.74 million
on $957,862 of net revenue for fiscal 2009.

The Company's balance sheet at August 31, 2010, showed
$1.36 million in total assets, $5.97 million in total liabilities,
and a stockholders' deficit of $4.61 million.

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

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

Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and sells personal, pet, and vehicle locator devices and
services.


LNR PROPERTY: S&P Gives Developing Outlook, Affirms 'B-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the
outlook on the ratings on LNR Property LLC to developing from
stable and affirmed its 'B-' long-term counterparty credit rating
on the company.  At the same time, S&P has withdrawn the ratings
on LNR Property Holdings Ltd. at the company's request.

"The developing outlook balances LNR's financial metrics, which
are strong for the rating, against the refinance risk of the
company's term loan that is coming due next year," said Standard &
Poor's credit analyst Adom Rosengarten.  LNR's recapitalization in
July 2010 and subsequent debt pay-downs have significantly reduced
the company's outstanding debt from $1.3 billion to $359 million.
The remainder of this debt comes due in July 2011.  S&P believes
LNR will be able to refinance this debt or receive additional
equity support from its sponsors by that time.  However, this
refinance risk remains a ratings risk.  The company's financial
metrics support a higher rating, and if the company is able to
refinance this debt to extend the maturity, then S&P will likely
raise the rating.  If for some reason LNR cannot refinance this
debt, S&P could lower the rating.

Although this refinance risk is restraining the rating, LNR's
financial metrics following its July 2010 recapitalization are
strong for the current rating.  The company significantly reduced
its leverage by using a $417 million new equity issuance (as well
as balance sheet cash) to pay down its term loan to $425 million
(this has since further been paid down to $359 million) from
$851 million.  It also exchanged its $450 million of parent
company senior notes for equity or cash (in a transaction
considered a distressed exchange by Standard & Poor's criteria).
As of Sept. 30, 2010, LNR had debt/tangible equity of only 1.22x,
which is strong for the current rating.

For the two months ending Sept. 30, 2010, following the
recapitalization, S&P's calculation of debt/EBITDA (annualized) is
a conservative 2.5x.  Lower interest expense during this time has
led to improved profitability and liquidity metrics.  The company
had positive net income for those two months, and generated
significant cash flows.  S&P's calculation of EBITDA/interest
expense (annualized, excluding Madison CDO interest) for those two
months is approximately 3.6x, good for the current rating.  While
S&P recognizes that these are only two-month metrics, S&P believes
that the reduced debt load combined with LNR's record level of
special servicing assets should contribute to a stable financial
profile for the company going forward, especially once the
environment for commercial real estate improves and allows for an
easier, more timely, and more profitable workout of those assets.
As of Sept. 30, 2010, LNR's special servicing portfolio consisted
of 1,248 loans and 194 real estate owned properties with a
combined total unpaid principal balance of approximately
$25 billion.  This could lead to significant potential future
earnings as these assets are worked through.  In addition, it
illustrates LNR's market leading position in the special servicing
space.


MAFCO WORLDWIDE: S&P Withdraws 'B+' Corporate Credit Rating
-----------------------------------------------------------
On Dec. 20, 2010, Standard & Poor's Ratings Services withdrew its
ratings, including the 'B+' corporate credit rating, on MAFCO
Worldwide Corp.

This action was taken at the company's request.


MARIA JUNKOVIC: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Maria Junkovic
        4831 North Oketo
        Harwood Heights, IL 60706

Bankruptcy Case No.: 10-55902

Chapter 11 Petition Date: December 20, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: David K. Welch, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S Lasalle St., Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: dwelch@craneheyman.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Chuhak & Tecson, P.C.                            $1,927
30 S. Wacker
Suite 2600
Chicago, IL 60606-7413


MARRET ASSET: Lenders Extend Forbearance Until December 2011
------------------------------------------------------------
Newport Partners Income Fund announced that the assignment to
Marret Asset Management Inc., on behalf of various funds under
management -- the assignee lenders under the Senior Credit
Facility of Newport Finance Corp.'s senior secured credit facility
-- was completed December 20, 2010.

In connection with the Assignment, the Marret Lenders received an
assignment of all of the rights and obligations of the lenders
under the Senior Credit Facility, including under the current
forbearance agreement and the related forbearance period, which
the Marret Lenders agreed to extend until December 31, 2011,
unless amendments curing existing events of default are entered
into prior to that date.

Marret, as agent and on behalf of the Marret Lenders, also entered
into an amended and restated credit agreement with NFC and certain
of its affiliates, providing improved borrowing terms to the
Newport group of companies, as well as an amended and restated
forbearance agreement.

The Assignment is the first of two transactions contemplated
pursuant to the previously announced support agreements entered
into amongst the Fund and NFC and each of Marret and K2 Associates
Investment Management Inc.  The second and final step is the
exchange transaction pursuant to which the terms of the indenture
for the Fund's 7.5% debentures due December 31, 2010, and the 7.0%
debentures due December 31, 2012, will be amended, among other
things, to provide for the exchange of the Debentures for newly
created second lien notes and subordinated unsecured notes of the
Fund.  The Exchange Transaction is subject to the execution of
definitive documentation and approval of the TSX and approval by
the requisite majorities of holders of the Debentures.  The Fund
will advise holders of the Debentures once a record date and a
date for a meeting of holders of Debentures to vote on the
Exchange Transaction has been set.

Based in Toronto, Ontario, Newport Partners Income Fund
(TSX:NPF.UN)(TSX:NPF.DB)(TSX:NPF.DB.A) is an unincorporated open-
ended trust created to hold, through its investment in Newport
Partners Commercial Trust, interests in Newport Private Yield LP,
a limited partnership established under the laws of the Province
of Ontario.  Securities of Newport Partners Income Fund began
trading on the TSX on August 8, 2005 under the symbol NPF.UN.

Newport Partners Income Fund is a publicly traded diversified fund
that invests in successful Canadian private businesses.  The Fund,
currently has $443 million invested in 13 companies representing a
diverse cross-section of the Canadian economy.


MASSEY ENERGY: Board Weighing Bids From Potential Buyers
--------------------------------------------------------
Joann S. Lublin and Kris Maher, writing for The Wall Street
Journal, report that Massey Energy Co.'s board is weighing more
than two bids from potential buyers but hasn't decided to start a
formal auction process.

The Journal relates the board met Monday afternoon to discuss
Massey's future.  Massey, according to the Journal, has received
an offer from Abingdon, Va., based Alpha Natural Resources Inc.,
and other companies including Luxembourg-based steel giant
ArcelorMittal SA have also expressed interest in acquiring Massey.

According to the Journal, retired Adm. Bobby R. Inman, the
company's chairman, said in an interview following the board
meeting that the board continued "refining its strategic options."

The Journal relates there are speculations that Massey could
attempt to acquire Scott Depot, W.Va., based International Coal
Group Inc. and install the company's chief executive and former
Massey executive Ben Hatfield at the helm of the combined
business.

According to the Journal, a person familiar with the situation,
however, said as a result of their current focus on would-be
buyers, Massey officials "are not in any talks" right now with
ICG.  But the source said Massey also has received "multiple
requests" from companies that want to be acquired by the coal
company.

As reported by the Troubled Company Reporter on November 4, 2010,
The Wall Street Journal's Kris Maher said the U.S. Labor
Department filed a preliminary injunction case in U.S. District
Court for the Eastern District of Kentucky to close the Freedom
Mine in Pike County, Kentucky, until safety hazards are addressed.
According to the Journal, federal officials say they issued nearly
2,000 citations between July 2008 and June 2010 for safety
violations at the mine.  They also noted that six major roof falls
had occurred since August 2010 at the mine, which employs about
130 miners.

The other two mines listed by MSHA as having a pattern of safety
violations are Upper Big Branch and Ruby Energy, also in West
Virginia.

The TCR on December 2, 2010, reported that Massey idled the
Freedom Energy Mine No. 1 amid increased regulatory scrutiny.

                        About Massey Energy

Richmond, Virginia-based based Massey Energy Co. (NYSE: MEE) --
http://www.masseyenergyco.com/-- is the sixth-biggest coal
producer in the U.S.  Massey has operations in West Virginia,
Kentucky and Virginia, and is the largest coal company in Central
Appalachia.  Total assets were $4.703 billion and total
liabilities were $2.812 billion as of September 30, 2010.

As reported by the Troubled Company Reporter on November 24, 2010,
Massey's Board of Directors has directed the Company to engage in
a formal review of strategic alternatives to enhance shareholder
value.  The Board's Strategic Alternatives Review Committee will
advise and report to the Board on this process.  The Company has
retained Perella Weinberg Partners LP and Cravath, Swaine & Moore
LLP as financial and legal advisors, respectively, to advise the
committee and the Board in its review.

The Wall Street Journal's Kris Maher reported that the board's
review comes in the wake of an offer from Alpha Natural Resources
Inc. of Abingdon, Va., the nation's fourth largest coal producer,
and several other expressions of interest from coal and steel
miners.  According to the Journal, one person familiar with
Alpha's thinking said the company would be comfortable with a bid
of between $47 a share and $50 a share.  An Alpha spokesman
declined to comment.

The Journal further said the board is expected to explore interest
from other companies, including Luxembourg-based ArcelorMittal,
the world's biggest steelmaker; Arch Coal Inc. of St. Louis; and
Pittsburgh-based Consol Energy Inc. The board will also discuss a
potential joint venture with Coal India Ltd., which is in talks to
buy stakes in Massey coal mines.

Massey has reported a net loss of $41.4 million for the quarter
ended September 30, 2010.  For the first nine months of 2010,
Massey recorded a net loss of $96.5 million.

As reported by the TCR on November 9, 2010, Massey amended its
asset-based revolving credit agreement, which provides for
available borrowings, including letters of credit, of up to $200
million.  At any time prior to maturity, Massey may elect to
increase the size of the facility up to $250 million.  The
previous credit limit was $175 million, including letters of
credit.  The facility's maturity has been extended to May 2015.
Currently under this facility there are $76.4 million of letters
of credit issued and there are no outstanding borrowings.

As reported by the TCR on October 22, 2010, Standard & Poor's
Ratings Services placed its ratings on Massey, including its 'BB-'
corporate credit rating, on CreditWatch with developing
implications.  The CreditWatch listing followed press reports
suggesting that Massey is exploring strategic options, including a
sale to another coal producer or a private-equity firm, an
acquisition of another company, or remaining independent.

"The outcome of the strategic alternatives could have a negative
effect on S&P's assessment of the company's overall business and
financial risk profiles, given the potential for a debt financed
acquisition of another coal company or leveraged buyout by a
private equity firm or strategic buyer," said S&P credit analyst
Marie Shmaruk.

Alternatively, S&P said, the company's business and financial risk
profiles could improve if it makes an acquisition that expands the
company's geographic and product diversity or it is acquired by a
stronger entity and any potential transaction is funded in such a
way that results in improved credit measures.


MCCLATCHY COMPANY: Loan Amendment Won't Affect Moody's Caa1 Rating
------------------------------------------------------------------
Moody's Investors Service said The McClatchy Company's
announcement that it completed an amendment to its credit facility
to increase flexibility for bond repurchases, dividends and share
repurchases, eliminate the step-ups in its interest coverage
covenant, and reduce the size of the revolver does not affect the
company's Caa1 Corporate Family Rating, debt instrument ratings or
SGL-2 speculative-grade liquidity rating.

The last rating action on McClatchy was on February 11, 2010, when
Moody's McClatchy's CFR and Probability of Default Rating to Caa1
from Caa2, and senior unsecured and unguaranteed note ratings to
Caa2 from Caa3, concluding the review for upgrade initiated on
January 27, 2010.  At that time, Moody's also assigned definitive
B1 ratings to McClatchy's $875 million senior secured notes due
2017 and the extended portion of its senior secured credit
facility, and upgraded the company's speculative-grade liquidity
rating to SGL-2 from SGL-4.

McClatchy, headquartered in Sacramento, California, is the third-
largest newspaper company in the U.S., with 30 daily newspapers
and approximately 50 non-dailies.  McClatchy also owns McClatchy
Interactive and holds equity investments in CareerBuilder,
Classified Ventures, and other newspaper and online properties.
Revenue was approximately $1.4 billion for the LTM ended 9/26/10.


MESA AIR: Maricopa Still Objects to Plan Confirmation
-----------------------------------------------------
Maricopa County, a secured tax lien creditor, objects to the
confirmation of Mesa Air Group's Second Amended Joint Plan of
Reorganization because it fails to "clearly" provide for the
accrual of interest from the Petition Date at the statutory rate
of 16% per annum on Maricopa County's secured tax claims.

To recall, Maricopa County filed an objection on the same grounds
with respect to the Debtors' First Amended Joint Plan of
Reorganization.  The Debtors submitted blacklined versions of
their Second Amended Plan and Second Amended Disclosure Statement
on November 17, 2010.  "Clean" versions of the Second Amended
Plan and Disclosure Statement were filed on November 23, 2010.
The Second Amended Disclosure Statement was approved on that same
day.

Maricopa County asks the Court to deny confirmation of the Second
Amended Plan unless the Debtors further amend the Plan to
specifically provide that its secured tax claims will be paid in
full, with interest accruing from the Petition Date at the
statutory rate of 16% per annum, over a period ending not later
than five years from the Petition Date, in accordance with
Sections 1129(a)(9)(C) and (D) of the Bankruptcy Code.

                        The Chapter 11 Plan

On November 23, 2010, the Debtors filed their proposed Second
Amended Joint Plan of Reorganization and Second Amended Disclosure
Statement.  The Court approved the Second Amended Disclosure
Statement on the same day.

The Debtors began soliciting acceptances from creditors during
the week of November 29, 2010.  The Second Amended Plan is
supported by the Official Committee of Unsecured Creditors and
the Debtors' key aircraft finance parties.

Mesa has also obtained an extension of its code-share agreement
with US Airways, Inc.  The assumption of the Code-Share Agreement
is a critical piece of the Debtors' reorganization and is a major
component of the Debtors' business plan.

The hearing to consider confirmation of the Plan will be held on
January 14, 2011, at 10:00 a.m., prevailing Eastern Time.

Full-text copies of the Second Amended Plan and Disclosure
Statement, filed November 23, 2010 are available at no charge at:

       http://bankrupt.com/misc/Mesa_2ndAmPlan112310.pdf
       http://bankrupt.com/misc/Mesa_2ndAmDS112310.pdf

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

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


MESA AIR: Plan Solicitation Exclusivity Extended Until May 2
------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York extended the exclusive periods of Mesa Air
Group, Inc., and its debtor-affiliates to file a Chapter 11 plan
to March 1, 2011, and to solicit acceptances of that plan until
May 2, 2011.

The Court, however, ruled that the Debtors' Exclusive Filing
Period will be jointly held with the Official Committee of
Unsecured Creditors beginning February 15 through March 1, 2011.
Any further extension of the Exclusive Filing Period will be
shared by the Debtors and the Creditors' Committee.

Any further extensions of the Debtors' Exclusive Solicitation
Period will also be jointly held by the Debtors and the
Creditors' Committee.

The Debtors have already filed a proposed Chapter 11 plan.  On
November 23, 2010, the Debtors filed their proposed Second
Amended Joint Plan of Reorganization and Second Amended Disclosure
Statement.  The Court approved the Second Amended Disclosure
Statement on the same day.

The Debtors began soliciting acceptances from creditors during
the week of November 29, 2010.  The Second Amended Plan is
supported by the Official Committee of Unsecured Creditors and
the Debtors' key aircraft finance parties.

Mesa has also obtained an extension of its code-share agreement
with US Airways, Inc.  The assumption of the Code-Share Agreement
is a critical piece of the Debtors' reorganization and is a major
component of the Debtors' business plan.

The hearing to consider confirmation of the Plan will be held on
January 14, 2011, at 10:00 a.m., prevailing Eastern Time.

Full-text copies of the Second Amended Plan and Disclosure
Statement, filed November 23, 2010 are available at no charge at:

       http://bankrupt.com/misc/Mesa_2ndAmPlan112310.pdf
       http://bankrupt.com/misc/Mesa_2ndAmDS112310.pdf

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

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


MESA AIR: Settles U.S. Bank, et al., Aircraft Claims
----------------------------------------------------
On December 16, 2010, Mesa Air Group Inc. and its units entered
into a settlement agreement with U.S. Bank National Association in
its capacity as Indenture Trustee; Manufacturers and Traders Trust
Company in its capacity as Loan Trustee; and Canadian Regional
Aircraft Finance Transaction Limited No. 1 in its capacities as
Loan Participant and Controlling Party with respect to the
allowance of certain rejection and abandonment claims and
administrative expense claims.

Pursuant to Section 107(b) of the Bankruptcy Code and Rule 9018
of the Federal Rules of Bankruptcy Procedure, the Debtors seek
authority to redact the settlement amount of the agreed
administrative expense claim of CRAFT in the Settlement
Agreement.  Brian S. Gillman, general counsel and executive vice
president of Mesa Air Group, Inc. and officer of the other
Debtors, submitted a declaration supporting the request to seal
the settlement amount "so [the Debtors] can continue the
settlement process with other parties without compromising their
ability to reach a fair and equitable agreement for the benefit
of the Debtors' estates."

Unredacted copies of the Settlement Agreement will be provided to
the Court, the office of the U.S. Trustee for the Southern
District of New York, and the counsel to the Official Committee
of Unsecured Creditors.

Before the Petition Date, Mesa Airlines, Inc. leased nine
Canadair Regional Jet CL-600-2B19 from various owner trustees and
CRAFT as the Loan Participant and Controlling Party that financed
the owner trustees' purchase of the CRJ 200 aircraft, and U.S.
Bank as the Indenture Trustee.  Mesa Air Group, Inc. guaranteed
Mesa Airlines' obligations under the CRAFT Leases.

Mesa Airlines also financed the purchase of two CRJ 200 aircraft
from CRAFT as the Loan Participant and Controlling Party, and
MTTC as the Indenture Trustee.

On March 5, 2010, and June 21, 2010, the Debtors, U.S. Bank and
CRAFT entered into stipulations pursuant to Section 1110(b) of
the Bankruptcy Code to extend the 60-day period set forth in
Section 1110(a)(2) of the Bankruptcy Code regarding the terms and
conditions for the Debtors' postpetition use and surrender and
return of the CRAFT Leased Aircraft.

On March 5, June 9, and June 30, 2010, the Debtors, MTTC and
CRAFT entered into stipulations pursuant to Section 1110(b) of
the Bankruptcy Code to extend the Section 1110 Period regarding
the terms and conditions for the Debtors' postpetition use and
surrender and return of the CRAFT Financed Aircraft.

The Debtors rejected each of the CRAFT Leases, abandoned one of
the CRAFT Financed Aircraft, and restructured their repayment
obligations for the other CRAFT Financed Aircraft, each in
accordance with the Court's February 23, 2010 Aircraft
Rejection/Abandonment Procedures Order and CRAFT Section 1110(b)
Stipulations.

John W. Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in New
York, summarizes the claims filed by U.S. Bank and MTTC against
either Mesa Airlines or Mesa Air Group.

   Filed by          Claim No.          Claim Amount
   --------          ---------          ------------
   U.S. Bank              1090           $95,722,128
                          1093            95,722,128

   MTTC              1091/1464           $15,555,656
                          1094            15,555,656

   U.S. Bank and          1441            $4,142,729
   MTTC

MTTC's Claim No. 1091 was amended by Claim No. 1464.

The U.S. Bank Claims were filed (i) for damages arising from the
Debtors' rejection of the CRAFT Leases, and (ii) on account of
Mesa Air Group's agreement to guarantee Mesa Airlines' repayment
obligations under the CRAFT Leases.

The MTTC Claims were filed (i) for damages arising from the
Debtors' abandonment of one CRAFT Financed Aircraft and the
restructuring of their repayment obligations for the other CRAFT
Financed Aircraft, and (ii) on account of Mesa Air Group's
agreement to guarantee Mesa Airlines' repayment obligations with
respect to the CRAFT Financed Aircraft.

Claim No. 1441 was filed as an administrative expense priority,
pursuant to Sections 503(b) and 507(a)(2) of the Bankruptcy Code,
on account of certain alleged breaches of the Aircraft
Rejection/Abandonment Procedures Order and the CRAFT Section
1110(b) Stipulations arising from the Debtors' surrender and
return of the CRAFT Aircraft.

Mr. Lucas notes that U.S. Bank holds an $838,839 deposit that
partially secured Mesa Airlines' obligations under the CRAFT
Lease relating to a certain aircraft.  MTTC also holds (i) a
$2,991,183 deposit that partially secured Mesa Airlines'
obligations with respect to a CRAFT Financed Aircraft and (ii) a
$2,171,418 deposit that partially secured Mesa Airlines'
obligations with respect to a CRAFT Financed Aircraft.

                      Settlement Agreement

The parties have conferred regarding the General Unsecured Claims
-- Claim Nos. 1090, 1093, 1094 and 1464 -- and Claim No. 1441 and
have reached a settlement resolving the issues that are or may be
raised with respect to the amounts of the Claims.  According to
Mr. Lucas, the salient terms of the Settlement Agreement include:

    * The liquidated amount of the General Unsecured Claims
      will be determined as follows: the sum of (i)(a) the
      amount under the applicable aircraft-related agreement as
      the "Stipulated Loss Value" as of the Petition Date, less
      (b) any postpetition payments made by the Debtors under
      the terms of the applicable CRAFT 1110(b) Stipulations,
      plus (ii) any unpaid prepetition rent or installment
      payments, plus (iii) a fixed cost of $75,000 per aircraft
      relating to technical inspection fees, attorneys' fees,
      and other reimbursement and indemnification requirements
      under the CRAFT Leases or the loan agreements relating to
      the CRAFT Financed Aircraft.

    * Claim No. 1090 will be $93,335,383, and Claim No. 1093
      will be $93,335,383.

    * The automatic stay under Section 362(a) of the Bankruptcy
      Code is modified to permit U.S. Bank to set off the U.S.
      Bank Security Deposit against the $93,335,383 claim
      asserted against Mesa Airlines and Mesa Air Group, thereby
      reducing Claim Nos. 1090 and 1093, each to $92,496,544.
      The U.S. Bank Security Deposit to be set off will not be
      subject to reduction disgorgement, or avoidance of any
      kind.

    * After the set-off of the U.S. Bank Security Deposit, Claim
      No. 1090 will be deemed amended and reduced to
      $92,601,383, and allowed as an Allowed Class 3(e) General
      Unsecured Claim against Mesa Airlines.

      Claim No. 1093 will also be deemed amended and reduced to
      $92,601,383, and allowed as an Allowed Class 3(a) General
      Unsecured Claim against Mesa Air Group.

      Claim Nos. 1090 and 1093, and the set-off of the U.S. Bank
      Security Deposit will not be subject to any further
      objection by any party-in-interest.

    * Claim No. 1464 will be $10,610,683, and Claim No. 1094
      will be $10,610,683.

    * The automatic stay is modified to permit MTTC to set off
      the MTTC Security Deposit against the $10,610,683 claims
      asserted against Mesa Airlines and Mesa Air Group, thereby
      reducing Claim Nos. 1464 and 1094, each to $5,448,601.
      The MTTC Security Deposit to be set off will not be
      subject to reduction disgorgement, or avoidance of any
      kind.

    * After set-off of the MTTC Security Deposit, Claim No. 1464
      will be deemed amended and reduced to $5,448,601, and
      allowed as an Allowed Class 3(e) General Unsecured Claim
      against Mesa Airlines.

      Claim No. 1094 will be deemed amended and reduced to
      $5,448,601, and allowed as an Allowed Class 3(a) General
      Unsecured Claim against Mesa Air Group.

      Claim Nos. 1464 and 1094, and the set-off of the MTTC
      Security Deposit will not be subject to any further
      objection by any party-in-interest.

    * Claim No. 1441 will be deemed amended and reduced to
      $423,000.  The Debtors will satisfy Claim No. 1441 by
      payment in full and in cash to CRAFT.  Upon approval of
      the Court, the amount of the administrative claim will
      remain under seal.

    * Claim Nos. 1041, 1347 and 1386 will be expunged and
      disallowed.

A full-text copy of the Settlement Agreement is available at no
charge at:

http://bankrupt.com/misc/Mesa_SettleUSBankCraftMTTC121610.pdf

Unless a written objection is served and filed by December 31,
2010, at 12:00 noon, prevailing Eastern Time, there will not be a
hearing and the Settlement Agreement may be signed.

If a written objection is timely served and filed, a hearing to
consider the Settlement Agreement will be held on January 26,
2010.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

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


METROPOLITAN 885: Files Income and Expense Projection
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Metropolitan 885 Third Avenue Leasehold LLC prepared
for today's confirmation hearing by filing a cash-flow forecast
showing how the Chapter 11 reorganization plan is feasible.  The
projections show rental income rising from $33.75 million in 2011
to $43.95 million in 2017.  Operating income of $22.01 million in
2011 is projected to rise to $30.3 million in 2017.  Cash flow
after debt service is estimated to be $5.55 million in 2011,
increasing to $5.89 million in 2017.

Mr. Rochelle relates that Metropolitan 885 filed a prepackaged
Chapter 11 petition Nov. 16 in New York designed for reducing the
$210 million mortgage to $115 million.  The plan was accepted by
the only two classes of affected creditors before the Chapter 11
filing.

New York-based Metropolitan 885 Third Avenue Leasehold, LLC, was
organized in 2007 as a Delaware limited liability company and is
wholly owned by Metropolitan 885 Third Avenue Leasehold Sub Junior
Mezz LLC, a Delaware limited liability company.  Metropolitan 885
owns the leasehold interest on Lipstick Building on Third Avenue,
a 34-storey Class A office building located on the eastside of
Third Avenue between 53rd and 54th Streets in New York City.

Metropolitan 885 filed for Chapter 11 bankruptcy protection on
November 16, 2010 (Bankr. S.D.N.Y. Case No. 10-16103).  In its
schedules, the Debtor disclosed $139,878,012 in total assets and
$210,337,682 in total debts.  The Garden City Group, Inc., is the
Debtor's claims agent.


MGM RESORTS: Dubai World Discloses 5.3% Equity Stake
----------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on December 8, 2010, Dubai World disclosed that it
beneficially owns 26,048,738 shares of MGM Resorts International
common stock representing 5.3% of the shares outstanding.

As of November 1, 2010, there were 482,369,501 shares of the
Company outstanding.

Other affiliates of Dubai World also disclosed beneficial
ownership of shares.

                                            Shares       Equity
                                     Beneficially Owned  Stake
                                     ------------------  ------
Infinity World Investments LLC          14,548,738       3.0%
Infinity World Cayman Investments Corp. 14,548,738       3.0%
Infinity World (Cayman) L.P.            26,048,738       5.3%
Infinity World (Cayman) Holding         26,048,738       5.3%
Infinity World Holding Ltd.             26,048,738       5.3%

Effective as of November 30, 2010, Abdul Wahid A. Rahim Al Ulama,
a member of the Board of Managers and Secretary of Infinity World
and a member of the Board of Directors and Secretary of Cayman
Investments, Cayman Holding and Infinity Holding, has resigned
from his positions as a member of the Board of Directors and a
member of the Board of Managers, as applicable, and Secretary of
each of the Infinity Entities.  Each of the applicable Infinity
Entities has accepted Mr. Ulama's resignation, effective as of
November 30, 2010.

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

                           *     *     *

As reported by the Troubled Company Reporter on October 18, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
MGM Resorts to stable from developing.  At the same time, S&P
affirmed all of its existing ratings on MGM, including the 'CCC+'
corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

The TCR also reported that Fitch Ratings revised the Rating
Outlook for MGM Resorts to Positive following the company's equity
issuance.  In addition, Fitch affirmed the Issuer
Default Rating at 'CCC'.  MGM's 'CCC' IDR continues to reflect a
credit profile with substantial credit risk.  MGM's probability of
default still displays a high sensitivity to an uninterrupted
recovery in the Las Vegas market, significant reliance on a
favorable refinancing and capital markets environment due to its
heavy debt maturity schedule, a highly leveraged balance sheet
despite potential debt reduction from the equity issuance, and a
weak near-term free cash profile.  In addition, MGM's obligation
under the CityCenter completion guarantee continues to escalate,
and Fitch believes the company is currently under-investing in its
properties, which will likely impact asset quality.


MORGANS HOTEL: Extends CEO Fred Kleisner Contract Until March
-------------------------------------------------------------
On December 13, 2010, Morgans Hotel Group Co. entered into an
amendment to the employment agreement of Fred J. Kleisner, the
Company's current Chief Executive Officer, extending the term of
his employment until March 31, 2011.  As previously announced, Mr.
Kleisner had indicated his willingness to serve as the Company's
Chief Executive Officer beyond the expiration of his original
contract in order to ensure a smooth transition as the Company's
Search Committee, overseen by the Company's Board of Directors,
engages in a search for a new Chief Executive Officer.

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company's balance sheet at Sept. 30, 2010, showed $759.10
million in total assets, $801.22 million in total liabilities, and
a stockholders' deficit of $42.12 million.

Morgans Hotel's forbearance agreements with the lenders which hold
the mortgage loans secured by its Hudson and Mondrian Los Angeles
hotels were extended until October 12, 2010.  The loans are
comprised of a $217.0 million first mortgage secured by the Hudson
and a $120.5 million first mortgage loan secured by the Mondrian
Los Angeles.


MT. JORDAN: Taps Parsons Kinghorn as Bankruptcy Counsel
-------------------------------------------------------
Mt. Jordan Limited Partnership asks for authorization from the
U.S. Bankruptcy Court for the District of Utah to employ Parsons
Kinghorn Harris, A Professional Corporation as bankruptcy counsel.

PKH will, among other things:

     a. prepare motions, applications, answers, orders, reports,
        and papers as required by applicable bankruptcy or non-
        bankruptcy law, dictated by the demands of the case, or
        required by the Court, and to represent the Debtor in
        proceedings or hearings related thereto;

     b. assist the Debtor in analyzing and pursuing reorganization
        possibilities;

     c. assist the Debtor in analyzing and pursuing any proposed
        dispositions of assets of the Debtor's estate; and

     d. review, analyze and advise the Debtor regarding claims or
        causes of action to be pursued on behalf of its estate.

PKH will be paid based on the rates of its professionals:

        Shareholders                $230-$350
        Associates                  $125-$205
        Paralegals                   $85-$120

Steven C. Strong, Esq., an attorney at PKH, assures the Court that
the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

Draper, Utah-based Mt. Jordan Limited Partnership, dba Mt. Jordan
Limited, A Utah Limited Partnership, filed for Chapter 11
bankruptcy protection on December 9, 2010 (Bankr. D. Utah Case No.
10-37050).  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million.


MT. JORDAN: Section 341(a) Meeting Scheduled for Jan. 11
--------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of Mt.
Jordan Limited Partnership's creditors on January 11, 2011, at
1:00 p.m.  The meeting will be held at 405 South Main Street,
Suite 250, Salt Lake City, UT 84111.

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

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

Draper, Utah-based Mt. Jordan Limited Partnership, dba Mt. Jordan
Limited, A Utah Limited Partnership, filed for Chapter 11
bankruptcy protection on December 9, 2010 (Bankr. D. Utah Case No.
10-37050).  Steven C. Strong, Esq., at Parsons Kinghorn Harris PC,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets at $10 million to $50 million and debts at $1 million
to $10 million.


MULTI-PLASTICS INC: Taps Wallace Vazquez as Bankruptcy Counsel
--------------------------------------------------------------
Multi-Plastics, Inc., asks for authorization from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ the Law
Firm of Wallace Vazquez Sanabria as bankruptcy counsel.

The Firm will be paid $200 per hour for its services.

Wallace Vazquez Sanabria, Esq., a member at the Firm, assures the
Court that the Firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Saint Just, Puerto Rico-based Multi-Plastics, Inc., filed for
Chapter 11 bankruptcy protection on December 8, 2010 (Bankr. D.
P.R. Case No. 10-11493).  Wallace Vazquez Sanabria, Esq., who has
an office in San Juan, Puerto Rico, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$1 million to $100 million.


NAVISTAR INT'L: OppenheimerFunds Discloses 4.71% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on December 7, 2010, OppenheimerFunds, Inc. disclosed
that it beneficially owns 3,391,746 shares of common stock of
Navistar International Corp. representing 4.71% of the shares
outstanding.  As of August 31, 2010, the number of shares
outstanding of the Company's common stock was 71,701,029, net of
treasury shares.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at July 31, 2010, showed $9.41 billion
in assets and $10.46 billion in liabilities.  As of July 31, 2010,
Navistar had approximately $1.7 billion in debt at its
manufacturing operations, including about $1 billion in senior
unsecured debt.

Navistar has a BB-/Stable/-- corporate credit rating from Standard
& Poor's and a 'B1' Corporate Family Rating and Probability of
Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NEWPAGE CORP: Charles Long Resigns From Board of Directors
----------------------------------------------------------
NewPage Corporation have accepted the resignation of Charles E.
Long from the boards of directors, audit committee and
compensation committee of each of the registrants effective as of
December 15, 2010.  There were no disagreements between Mr. Long
and the registrants that resulted in Mr. Long's resignation.

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation --
http://www.NewPageCorp.com/-- is a coated paper manufacturer in
North America, based on production capacity, with $3.1 billion in
net sales for the year ended December 31, 2009.  The company's
product portfolio is the broadest in North America and includes
coated freesheet, coated groundwood, supercalendered, newsprint
and specialty papers.  These papers are used for corporate
collateral, commercial printing, magazines, catalogs, books,
coupons, inserts, newspapers, packaging applications and direct
mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.4 million tons
of paper, including approximately 3.2 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corp.'s balance sheet at June 30, 2010, showed
$3.849 billion in total assets; $488 million in current debts,
$3.192 billion in long-term debt and $482 million in other long-
term obligations; and a total deficit of $313 million.

                           *     *     *

NewPage carries a 'CCC+' corporate credit rating from, with
negative outlook, from Standard & Poor's.  It has 'Caa1' long term
corporate family and probability of default ratings from Moody's.

Standard & Poor's Ratings Services in November 2010 revised its
recovery rating on NewPage Corp.'s senior secured first-lien notes
to '4' from '3'. "S&P believes that a '4' recovery more
appropriately conveys the risk that the company's postdefault
enterprise value may be affected by stresses more severe than what
S&P's analysis contemplates given the highly cyclical industry in
which NewPage operates," said Standard & Poor's credit analyst
Tobias Crabtree.


NON-INVASIVE MONITORING: Posts $354,000 Net Loss in Oct. 31 Qtr.
----------------------------------------------------------------
Non-Invasive Monitoring Systems, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $354,000 on $172,000 of
revenues for the three months ended October 31, 2010, compared
with a net loss of $435,000 on $197,000 of revenues for the same
period last year.

The Company's balance sheet at October 31, 2010, showed
$1.50 million in total assets, $1.13 million in total liabilities,
and stockholders' equity of $368,000.

As reported in the Troubled Company Reporter on November 3, 2010,
Morrison, Brown Argiz & Farra, LLP, in Miami, Florida, expressed
substantial doubt about Non-Invasive Monitoring Systems' ability
to continue as a going concern following the Company's fiscal year
ended July 31, 2010.  The independent auditors noted that the
Company has experienced recurring net losses, cash outflows from
operating activities and has an accumulated deficit and
substantial purchase commitments.

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

               http://researcharchives.com/t/s?7135

                  About Non-Invasive Monitoring

Based in Miami, Florida, Non-Invasive Monitoring Systems, Inc.,
(OTC BB: NIMU) -- http://www.nims-inc.com/-- is primarily engaged
in the research, development, manufacturing and marketing of a
line of motorized, non-invasive, whole body, periodic acceleration
platforms, which are intended as aids to improve circulation and
joint mobility, relieve minor aches and pains, relieve morning
stiffness, relieve troubled sleep and as mechanical feedback
devices for slow rhythmic breathing exercise for stress
management.


ORLEANS HOMEBUILDERS: S&P Assigns 'B-' Rating to $125 Mil. Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B-'
issue-level rating to Orleans Homebuilders Inc.'s proposed
$125 million secured term loan.  S&P also assigned a preliminary
'3' recovery rating on the secured term loan, indicating S&P's
expectation for a meaningful (50%-70%) recovery in the event of a
payment default.  The outlook is stable.

The preliminary issue-level and expected 'B-' corporate credit
rating are subject to Orleans' timely emergence from bankruptcy
and consummation of its plan of reorganization in line with S&P's
expectations, including its proposed exit financing, which the
U.S. Bankruptcy court in Delaware confirmed by its order on
Dec. 1, 2010.  The preliminary ratings are subject to the company
finalizing the terms of the $30 million senior secured revolving
credit facility and $125 million secured term loan on
substantially the same terms as it represented to us.  Any
meaningful changes to the capital structure may result in Standard
& Poor's assigning different ratings.  If the company cannot
obtain exit financing as proposed and it emerges from bankruptcy
with a significantly different capital structure, S&P would
withdraw the preliminary ratings and assign a lower issuer credit
rating.  The preliminary ratings are also subject to final
documentation and S&P's review of legal matters that S&P believes
are relevant to its analysis, as outlined in its criteria.

The stable outlook reflects S&P's expectation that new home sales
will revert back to pre-petition levels in the near term and the
company will begin to generate cash through the liquidation of
existing inventory by the second half of calendar year 2011.  S&P
would consider raising its rating if S&P gain more clarity around
the sustainability of the reorganized business' operations, such
that the company returns to profitability and debt-to-EBITDA
levels recede to 5.0x.  S&P would consider a downgrade if the
company's liquidity becomes constrained, possibly from an
inability to convert enough inventory to cash through new home
sales or sooner-than-expected land acquisitions.

Standard & Poor's has provided the foregoing independent credit
opinions based on the information that has been provided.  In
offering such opinions, Standard & Poor's is independent from the
engaging company and any parties to the bankruptcy proceeding.
S&P does not advise, advocate, or support any particular plan of
reorganization, and a rating opinion does not indicate whether the
plan is fair, reasonable, or appropriate, or likely to be
confirmed as the basis for the company's emergence from
bankruptcy.  The issuer, issue, and recovery ratings and the
rating outlook provided by Standard & Poor's to companies prior to
exiting bankruptcy are preliminary, are its current opinion of the
final ratings and rating outlook that S&P expects to assign at a
future date, and subsequent developments or changes to the plan or
information considered by us in S&P's analysis could result in
final conclusions that differ from the preliminary ratings and
outlook.  Rating opinions provided by Standard & Poor's to a
company in bankruptcy are assumed to be used in accordance with
all applicable laws.


OTC HOLDINGS: Intertek Testing Resigns from Creditors Committee
---------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, amended the
official committee of unsecured creditors in the Chapter 11 cases
of OTC Holdings Corporation, et al., to reflect the resignation of
Intertek Testing Services from the Committee.

The Creditors Committee now consists of:

1. Quad Graphics
   Attn: Patricia Rydzik
   N63 W23075 State Hwy. 74
   Sussex, WI 53089,
   Tel: (414) 566-2127
   Fax: (414) 566-9415

2. Lucky Worldwide Trading Co. Ltd.
   Attn: Julie Hwang
   713 W. Duarte Rd., Unit G-888
   Arcadia, CA 91007
   Tel: (626) 840-8204
   Fax: (626) 369-2508

3. Omniglow, LLC
   Attn: George Stanbury
   865 Memorial Ave., Unit 4
   West Springfield, MA 01089
   Tel: (413) 241-6010
   Fax: (413) 543-5470

4. Experian
   Attn: Stephen Grant
   475 Anton Blvd.
   Costa Mesa, CA 92626
   Tel: (714) 830-7710

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

                   About OTC Holdings Corporation

Omaha, Nebraska-based OTC Holdings Corporation filed for
Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No.
10-12636).  Affiliates OTC Investors Corporation (Bankr. D. Del.
Case No. 10-12637), Oriental Trading Company, Inc. (Bankr. D. Del.
Case No. 10-12638), Fun Express, Inc. (Bankr. D. Del. Case No.
10-12639), and Oriental Trading Marketing, Inc. (Bankr. D. Del.
Case No. 10-12640), filed separate Chapter 11 petitions on
August 25, 2010.  The Debtors disclosed $463 million in assets and
$757 million in liabilities as of the Chapter 11 filing.

Richard Hahn, Esq., My Chi To, Esq., Jae-Sun Chung, Esq., Huyue
Angela Zhang, Esq., and Jessica Katz, Esq., at Debevoise &
Plimpton LLP, represent the Debtors.  Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, serve
as the Debtors' local counsel.  Jefferies & Company, Inc., is the
Debtors' financial advisor.  Protiviti, Inc., is the Debtors'
restructuring consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.

The Official Committee of Unsecured Creditors' Delaware counsel is
Ashby & Geddes, P.A.


OTC HOLDINGS: Plan of Reorganization Wins Court Approval
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
OTC Holdings Corporation's Plan of Reorganization, as amended for
the fifth time.

As reported in the Troubled Company Reporter December 7, 2010, the
Debtors reached a settlement with first- and second-lien lenders.
Originally, second-lien lenders were to receive only warrants for
2.5% of the stock with a strike price based on an enterprise value
of $427.5 million.  They will instead receive five-year warrants
for 5% of the stock based on a $422 million enterprise value.
They will also receive five-year warrants for 4.5% based on a
$447 million enterprise value.

The plan gives the new stock plus cash or a new $200 million
second-lien note to senior lenders owed $403 million.  As the
result of another settlement with the creditor's committee, first-
lien lenders are providing $1.1 million for unsecured creditors
with $6.8 million in claims.

A full-text copy of the Plan is available for free at
http://bankrupt.com/misc/OTCHoldings_5thAmendedPlan.pdf

                   About OTC Holdings Corporation

Omaha, Nebraska-based OTC Holdings Corporation filed for
Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No.
10-12636).  Affiliates OTC Investors Corporation (Bankr. D. Del.
Case No. 10-12637), Oriental Trading Company, Inc. (Bankr. D. Del.
Case No. 10-12638), Fun Express, Inc. (Bankr. D. Del. Case No.
10-12639), and Oriental Trading Marketing, Inc. (Bankr. D. Del.
Case No. 10-12640), filed separate Chapter 11 petitions on
August 25, 2010.  The Debtors disclosed $463 million in assets and
$757 million in liabilities as of the Chapter 11 filing.

Richard Hahn, Esq., My Chi To, Esq., Jae-Sun Chung, Esq., Huyue
Angela Zhang, Esq., and Jessica Katz, Esq., at Debevoise &
Plimpton LLP, represent the Debtors.  Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, serve
as the Debtors' local counsel.  Jefferies & Company, Inc., is the
Debtors' financial advisor.  Protiviti, Inc., is the Debtors'
restructuring consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.

The Official Committee of Unsecured Creditors' Delaware counsel is
Ashby & Geddes, P.A.


PACIFIC ENERGY: Revised Liquidation Plan Confirmed
--------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy judge has confirmed
Pacific Energy Resources Ltd.'s liquidation plan, including a $22
million administrative claim for Union Oil Co. of California and a
revised settlement with Alaska on its $40 million claim against
the company over oil and gas lease agreements.

                        About Pacific Energy

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engaged in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  The Debtor estimated between $100 million and
$500 million in assets and debts in its Chapter 11 petition.

Attorneys at Pachulski Stang Ziehl & Jones LLP, serve as
bankruptcy counsel to the Debtors.  The Debtors also tapped Rutan
& Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.


PALM HARBOR: Centerbridge-Sankaty Venture May Bid for Assets
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a court filing by two creditors of Palm Harbor Homes
Inc. said Champion Home Builders Co. may compete at the auction
for Palm Harbor's assets.  Funds affiliated with Centerbridge
Capital Partners LLC and Sankaty Advisors Inc. said Champion, a
company controlled by the two funds, signed a confidentiality
agreement and is examining financial information about Palm
Harbor.  Centerbridge and Sankaty, which together hold almost
$16 million in 3.25% convertible senior notes issued by Palm
Harbor, are asking the bankruptcy court to allow buyers an
additional month to conduct due diligence.  They believe that
holding an auction Jan. 25 does not allow enough time for
competing bidders.

Palm Harbor will appear before the Bankruptcy Court today to seek
approval of auction and sale procedures.  If approved, Fleetwood
Enterprises Inc. will be the stalking horse bidder at the
January 25 auction.  The auction will be held if qualified bids
are submitted by January 18.

The Bankruptcy Court will also consider at today's hearing final
approval of up to $50 million in financing provided by Fleetwood
Enterprises, a venture between Cavco Industries Inc. and a fund
advised by Third Avenue Management LLC.  Fleetwood is providing a
senior secured first priority debtor-in-possession credit
facility.  The new money loan may be increased to $55 million if
the parties elect to exercise an option to increase the principal
amount.  The DIP facility will mature April 15, 2011.

                         About Palm Harbor

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 filed for Chapter 11 bankruptcy protection on
November 29, 2010 (Bankr. D. Del. Case No. 10-13850).  It
disclosed $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.

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., is the
Debtors' claims agent.


PORTER'S POINT: Section 341(a) Meeting Scheduled for Jan. 11
------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of Porter's
Point, L.L.C.'s creditors on January 11, 2011, at 2:00 p.m.  The
meeting will be held at 405 South Main Street, Suite 250, Salt
Lake City, UT 84111.

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

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

Bluffdale, Utah-based Porter's Point, L.L.C., filed for Chapter 11
bankruptcy protection on December 9, 2010 (Bankr. D. Utah Case No.
10-37058).  Gregory J. Adams, Esq., and Quinn A. Sperry, Esq., at
McKay Burton & Thurman, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.


PORTER'S POINT: Taps McKay Burton as Bankruptcy Counsel
-------------------------------------------------------
Porter's Point, L.L.C., asks for authorization from the U.S.
Bankruptcy Court for the District of Utah to employ the law firm
of McKay, Burton & Thurman as bankruptcy counsel.

MB&T will perform professional legal services in the Debtor's
bankruptcy case in matters arising in, out of, or related to the
case, including the Debtor's reorganization, analysis and
assistance in potential disposition of assets of the estate,
analysis and response to claims against the estate, and necessary
administrative activity relating to the Chapter 11 estate.

Gregory J. Adams, Esq., a member at MB&T, said that he received
$22,461 from the Debtor for the firm's services.

Mr. Adams assures the Court that MB&T is a "disinterested person"
as that term defined in Section 101(14) of the Bankruptcy Code.

Bluffdale, Utah-based Porter's Point, L.L.C., filed for Chapter 11
bankruptcy protection on December 9, 2010 (Bankr. D. Utah Case No.
10-37058).  The Debtor estimated its assets and debts at
$10 million to $50 million.


PRIUM MEEKER: Court Convenes Plan Confirmation Hearing
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
was scheduled to convene a hearing December 21, 2010, at 9:00
a.m., to consider the confirmation of Prium Meeker Mall LLC, and
Prium Kent Retail LLC's Plan of Reorganization.

According to the Disclosure Statement, the Plan centers on the
restructuring of the Debtors' obligations to First Independent
Bank, leasing the remaining vacant space at Meeker Square
Neighborhood Shopping Center (approximately 11%) and a sale or
refinance of Meeker Square in 2014.

Under the Plan, the bank's claims will be cured on the effective
date so that the outstanding amount owed will be its principal
balance of $19,843,763.  The Debtors will make monthly payments to
the bank of $116,005 from its rental income and a lump sum payment
to the bank of the balance of its claim upon the sale or refinance
of Meeker Square.

WF Capital, Inc.'s claim will be fixed in the principal amount of
$1,000,000 on the effective date.  The Debtors will make monthly
payments of $4,167 from the rental income and a lump sum payment
to WF Capital of the balance of its claim upon the sale or
refinance of Meeker Square.

Claims of A.B.K. LLC will be fixed at $100,000 on the effective
date.  The Debtors will make monthly payments of $417(interest
only) from from the rental income and a lump sum payment to ABK
LLC of the balance of its claim upon the sale or refinance of
Meeker Square.

Class 4 unsecured claims will be paid at the rate of $50,000 every
six months  from rental income until paid in full.

Existing members will retain their membership interests.

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

                    About Prium Meeker Mall LLC

Tacoma, Washington-based Prium Meeker Mall LLC filed for Chapter
11 bankruptcy protection on July 14, 2010 (Bankr. W.D. Wash. Case
No. 10-45713).  Timothy W. Dore, Esq., at Ryan Swanson & Cleveland
PLLC, assists the Company in its restructuring effort.  The
Company estimated assets and debts at $10 million to $50 million.

Two affiliates filed separate Chapter 11 petitions on June 8,
2010, Chelsea Heights LLC (Bankr. Case No. 10-44959); and Prium
Tumwater Buildings LLC (Bankr. Case No. 10-44962).


RAYMOND FARMER: Court Denies Approval of Disclosure Statement
-------------------------------------------------------------
The Hon. George R. Hodges of the U.S. Bankruptcy Court for the
Western District of North Carolina denied approval of the
Disclosure Statement explaining the Plan of Reorganization
proposed by Raymond Farmer and Diane Farmer, and Joshua and Andrea
Farmer.

As reported in the Troubled Company Reporter on October 20, 2010,
according to the Disclosure Statement, the Debtors propose to pay
Allowed Administrative Claims and Allowed Priority Tax Claims, to
restructure its Allowed Secured Claims, and to pay distributions
to Allowed General Unsecured Claims from the value of the Debtor's
projected disposable income over a period of five years.

The Debtors did not specify the estimated percentage recovery for
holders of secured claims.

Under the Plan, General Unsecured Claims will be paid their Pro
rata share of an amount equal to each Debtor's projected
disposable income for a period of five years.  General Unsecured
Claims will be paid from the Distribution Reserve on a pro rata
basis in annual installments with the first payment to be made
within one year of the Effective Date.  The estimated percentage
recovery for the general unsecured claims is 5.6%.

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

                       About Raymond Farmer

Raymond Farmer and Joshua Farmer each owned one-half of the
membership interests in seven limited liability companies.  Each
entity owned certain real property and improvements, which were
and are operated as apartment complexes and other rental
properties.  Raymond Farmer and Joshua Farmer filed for Chapter 11
on April 5, 2010 (Bankr. W.D. N.C. Case No. 10-40269).  The cases
are jointly administered.  Hamilton Moon Stephens Steele & Martin,
PLLC represent the Debtors.  An Official Committee of Unsecured
Creditors was not appointed due to a lack of interest.  The
Debtors estimated their assets at $10 million to $50 million and
debts at $50 million to $100 million.


REFCO INC: Court Won't Dismiss Lawsuit vs. Cantor Index
-------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York denied in its entirety Cantor Index Holdings
L.P.'s motion to dismiss the adversary complaint commenced by
Refco Group Ltd., LLC against it.  However, the Motion to Dismiss
the Complaint as to CIHLP LLC and CIHLP II LLC is granted.

The Defendants' Motion to Abstain is also denied in its entirety.

As previously reported, RGL commenced the Complaint against
Cantor, CIHLP LLC and CIHLP II in August 2010, to compel the
preparation of certain audited financials and the disclosure of
certain information.  In response, Cantor sought the dismissal of
the Complaint.

Before the Court entered its ruling on the Dismissal Motion, RGL
filed an objection to the dismissal request.  RGL insisted that
the Dismissal Motion is part of the Defendants' continuing
campaign to hide or delay disclosure of the true financial state
of Cantor.  RGL further argued that the Defendants' assertion that
they, in their sole discretion, may choose what documents to
provide to RGL is contrary to the provisions of the Partnership
Agreement of Cantor.

"The Defendants' refusal to provide any meaningful information
regarding the financial status of RGL's investment in Cantor Index
smacks of bad faith, and an effort to obscure measure which may
have been eviscerated the value of RGL's interest," Arthur H.
Ruegger, Esq., at SNR Denton US LLP, in New York, asserts, on
behalf of RGL.

Mr. Ruegger reiterated that the Complaint merely seeks to enforce
RGL's rights under the Partnership Agreement.

In response to RGL's arguments, the Defendants noted that the
Partnership Agreement provides that Cantor is to provide limited
partners, like RGL, with certain reports but that those reports is
expressly qualified and limited.  The Defendants also argued that
CIHLP LLC and CIHLP II should be dismissed as defendants as the
Complaint does not state a claim against them.  The Defendants
further emphasized that abstention is appropriate as the causes of
action in the Complaint are between Delaware entities and relate
to rights and obligations under Delaware law.

Upon hearing all arguments, Judge Drain ruled in favor of RGL
except as to the dismissal of the Complaint as to CIHLP LLC and
CIHLP II.

Judge Drain also granted RGL leave to file a first amended
complaint.

                      RGL Amends Complaint

RGL submitted an amended complaint to the Court dated Nov. 30,
2010.  The Amended Complaint specifically excludes CIHLP LLC and
CIHLP II LLC as defendants and names Cantor Index as sole
defendant.

RGL essentially seeks the same relief -- to compel the preparation
of audited financials and the disclosure of other information to
which RGL is entitled as a limited partner of Cantor under the
Amended Limited Partnership Agreement of Cantor dated January 2002
and under relevant Delaware law.

The Amended Complaint also specifies that RGL asks the Court to
issue an order requiring Cantor to convert "into written form" any
and all documents, reports, statements and information required by
the Partnership Agreement and the Delaware Revised Uniform Limited
Partnership Act and demanded in the July 2010 Demand Notice RGL
served Cantor.

               RGL Responds to Amended Complaint

Cantor essentially denies the allegations noted in RGL's Amended
Complaint.

Representing Cantor, Francis X. Riley, III, Esq., at Saul Ewing
LLP, in Princeton, New Jersey, asserts that RGL's First Amended
Complaint, and each purported allegation:

  -- fails to state a claim on which relief can be granted;

  -- is barred by the doctrine of laches; and

  -- has been waived through the acts, omissions, agreements and
     acquiescence of RGL.

Mr. Riley adds that the matter is not a core proceeding, and
Cantor Index does not consent to allow the entry of final orders
or judgment of the Court for any claim or cause of action alleged
in the First Amended Complaint.  Cantor explicitly reserves any
and all rights to have final orders in non-core matters in the
Adversary Complaint entered only after de novo review by a
district judge.

Cantor further reserves the right to allege other affirmative
defenses as they may become known during the course of discovery,
and reserves the right to amend its answer to alleged those
affirmative defenses at such time as they become known.

Moreover, Cantor demands trial by jury on all issues in the
Complaint so triable, and does not consent to have the bankruptcy
judge enter final orders and judgment.

                       About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No.
05-60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: Grant Thornton Claims vs. RCM Resolved
-------------------------------------------------
Marc S. Kirschner, as the plan administrator of Refco Capital
Markets, Ltd., and RJM, LLC, as plan administrator of Refco Inc.
and certain of its subsidiaries, sought and obtained permission
from the U.S. Bankruptcy Court for the Southern District of New
York to enter into a stipulation with Grant Thornton LLP for the
resolution of claims filed by Grant Thornton in the bankruptcy
cases of RCM and the Debtors.

Daniel N. Zinman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, relates that in July 2006, Grant Thornton filed
27 proofs of claim against various Debtor entities, where Grant
Thornton asserted that it is owed $242,804 in fees and costs for
prepetition services it rendered as the independent auditor for
Refco Inc. and its subsidiaries, including RCM.

In addition, Grant Thornton claims it is owed $2.8 million for
attorneys fees and costs incurred in connection with its defense
of certain securities litigation actions, including In re Refco,
Inc. Securities Litigation, No. 05 Civ. 8626 (GEL)(S.D.N.Y.) and
In Refco Capital Markets, Ltd. Brokerage Customer Securities
Litigation, No. 06-CV-643 (GEL)(S.D.N.Y.) brought against Grant
Thornton as a result of services it provided to the Debtors,
including RCM.

Grant Thornton asserts that certain of its engagement and other
agreements with Refco support the Original Claims.  The Engagement
Agreements were executed by either Refco Group Ltd., LLC or New
Refco Group Ltd., LLC.  Grant Thornton also asserts that it holds
contingent unliquidated claims as a result of the Securities
Actions.

On November 16, 2006, the Debtors filed their Fourth Omnibus
Motion for the entry of an order expunging all duplicate proofs of
claim filed by Grant Thornton against multiple Debtors for the
same liability.  On December 13, 2006, Grant Thornton filed a
response to the Debtors' Fourth Omnibus Motion, in which it
asserted that the Original Grant Thornton Claims were not
duplicative, but rather, were based on the terms of the
relationship among Grant Thornton and the various Debtor entities.

On November 17, 2006, the RCM Trustee filed a motion for
authority, among other things, to make a first interim
distribution in respect of Allowed Claims.  The Distribution
Motion sought, among other things, to expunge the duplicate
Original Grant Thornton Claims.  On December 14, 2006, Grant
Thornton filed its response to the Distribution Motion, in which
it asserted that the Original Grant Thornton Claims are not
duplicative for the same reasons stated in its response to the
Fourth Omnibus Motion.

The Court granted the Distribution Motion on December 22, 2006.
However, due to the fact that Grant Thornton filed a response to
the Distribution Motion, the Distribution Order did not affect the
Grant Thornton Claims.

On March 23, 2007, the RCM Plan Administrator and Refco Plan
Administrator analyzed all readily available information of RCM
and the Debtors, respectively, and through their counsel, filed
the Plan Administrators' Objection to Grant Thornton's Claims,
seeking entry of an order: (i) reserving all rights, claims and
defenses of the estates and their successors to assert claims
against Grant Thornton; (ii) disallowing the Original Grant
Thornton Claims for reimbursement of costs and expenses to the
extent that Grant Thornton seeks indemnification for claims,
damages, losses, liabilities, costs and expenses, incurred in
connection with the Securities Actions or any other actions; and
(iii) disallowing the Original Grant Thornton Claims to the
extent that they assert the same liability against multiple Debtor
entities, including RCM.

On March 16, 2007, Grant Thornton filed Claim Nos. 14458 to 14484,
each for $4,356,372 plus an unstated unliquidated amount for
indemnity, contribution and otherwise.  The Claims are referred to
as the Amended Grant Thornton Claims.

On April 18, 2007, the Plan Administrators sought an order
disallowing the Original Grant Thornton Claims as having been
amended and superseded by the Amended Grant Thornton Claims.

On October 14, 2010, the Plan Administrators filed an objection to
Grant Thornton Claims and a motion for estimation of the Grant
Thornton Claims.

Following the filing of the Claims Objection and Motion to
Estimate, the Plan Administrators' counsel engaged in arm's-length
negotiations with counsel for Grant Thornton, according to Mr.
Zinman.  Those negotiations resulted in a proposed settlement.

The Settlement Agreement provides that the Plan Administrators
will pay Grant Thornton $242,804 cash by December 31, 2010 by wire
in accordance with wire instructions to be provided by Grant
Thornton.  The amount represents the asserted fees and costs for
prepetition services rendered by Grant Thornton as the independent
auditor for Refco Inc. and its subsidiaries, including RCM.

In exchange for the settlement amount, all claims filed by Grant
Thornton in the Debtors' bankruptcy cases will be expunged,
including Grant Thornton's claims for attorneys' fees and costs
incurred in connection with its defense of the Securities Action.

The total potential savings to the estate from the claim
expungement ranges from at least approximately $4,113,567 to
$38,000,000, or more, and the settlement will also free up
reserves of approximately $38,000,000 for immediate distribution
by the Plan Administrators, Mr. Zinman points out.

In addition, no rights of the Refco Litigation Trust or the
Private Actions Trust in claims against Grant Thornton will be
affected by the settlement.

Nothing in the Stipulation will impact or affect in any way the
parties' rights, claims, defenses or causes of action that Grant
Thornton may have in existing or future litigation involving or
concerning the Debtors and their customers or creditors.  However,
consistent with the expungement of claims, Grant Thornton may not
seek or obtain an affirmative recovery from the Debtors or their
affiliates, including based on any rights of indemnity or
contribution, arising out of or based on any claim, defense,
action or dispute concerning Refco, including the claims asserted
by the plaintiffs in Krys v. Sugrue, Nos. 08-cv-3065, 08-cv-3068
(S.D.N.Y.)(JSR), Krys v. Aaron, No. 08-cv-7416 (S.D.N.Y.)(JSR) and
Krys v. Butt, No. 08-cv-8267(S.D.N.Y.)(JSR).

The parties clarify that the Stipulation is a full and complete
compromise of disputed claims, and is not to be construed as an
admission of liability by either party.

As of September 30, 2010, the Contributing Debtors had cash and
reserves of approximately $45.2 million, including the Unique
Reserve for Grant Thornton of $4.3 million.  In addition, RCM
and Refco F/X Associates LLC held reserves of approximately
$1.6 million and $1.2 million respectively, for Grant Thornton.

The parties further agree that the Reserves, with respect to the
Grant Thornton Claims, held in excess of the Cash Amount may be
included in the next interim distribution under the Plan to
allowed claims by the RCM Plan Administrator and the Refco Plan
Administrator in accordance with the Plan and the RCM Settlement
Agreement.

                       About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No.
05-60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: LLC Trustee Wants Fimat Int'l Claim Expunged
-------------------------------------------------------
Albert Togut, solely as the Chapter 7 Trustee for the estate of
Refco LLC, asks the U.S. Bankruptcy Court to expunge Claim No. 566
filed by Fimat International Banque (UK).

The Trustee, after consultation with his professionals, has
determined that Claim No. 566 asserts liabilities that are not
reflected as being owed in the Chapter 7 Debtor's books and
records.  Even after review and analysis of the documents provided
in support of the Claim, the Trustee and his professionals were
unable to determine the exact nature of the relationship between
the Chapter 7 Debtor and Fimat.

The speadsheets attached to the Claim appear to consist of Fimat's
own internal accounting records and, despite being provided an
opportunity to do so, the legal successor-in-interest to Fimat is
unable to provide any information about the Claim and, instead,
believes it may have been already addressed as part of the Chapter
11 Cases of the other Refco entities, according to Frederick G.
Kraegel, a senior director of the Trustee's financial advisor
Bridge Associates LLC.

                       About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No.
05-60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


RHI ENTERTAINMENT: Attiva Capital Owns 4.04% of Common Stock
------------------------------------------------------------
In a regulatory filing Thursday, Attiva Capital Partners, Ltd.,
discloses that it may be be deemed to beneficially own 940,280
shares representing 4.041% of RH Entertainment, Inc.'s common
stock, par $0.01 par value per share:

                                         Shares
  Reporting                              Beneficially
  Person                                 Owned         Percentage
  ---------                              ------------  ----------
Attiva Capital Partners Ltd.                60,610      0.2587%
Antonio Tomasello                          600,000      2.5617%
David Tomasello                            210,270      0.8977%
Commetasa                                   69,400      0.2963%

Attiva Capital Partners is a Limited Partnership incorporated
under the laws of British Virgin Islands.  Its members are David
Tomasello and Gonzalo Mendoza.

Antonio Tomasello is a citizen of Italy and father of David
Tomasello.

David Tomasello Person is a citizen of Venezuela and Chairman of
Commetasa and Managing Partner of Attiva Capital Partners.

Commetasa is a privately held corporation incorporated under the
laws of Venezuela.  The purpose of Commetasa is carrying out heavy
metal work in Venezuela.

A full-text copy of Attiva Capital Partners' Schedule 13D is
available for free at http://researcharchives.com/t/s?712b

As reported in the Troubled Company Reporter on December 16, 2010,
RHI Entertainment Inc., on December 14, 2010, won approval to put
its Chapter 11 case on a fast track and hold a combined disclosure
statement and restructuring plan confirmation hearing as early as
Feb. 17, 2011.

As reported in the Troubled Company Reporter on Dec. 13, 2010, the
Plan proposes a prepackaged restructuring of the Debtors'
obligations under their prepetition credit facilities -- referred
to under the Plan as the Existing First Lien Claims in Class 2 and
the Existing Second Lien Claims in Class 3.  The existing public
equity will be canceled.  New Term Loan Obligations, New Common
Stock and New Warrants will be created.  With respect to the
Existing First Lien Claims and Existing Second Lien Claims, the
Plan provides that on the Effective Date, (a) the First Lien
Lenders will receive (i) $300 million of New Term Loan Obligations
and (ii) roughly 99% of the New Common Stock (subject to
dilution); and (b) the Second Lien Lenders will receive (i)
roughly 1% of the New Common Stock (subject to dilution), (ii) New
Warrants representing 15% ownership of the New Common Stock on a
fully diluted basis, and (iii) a limited fee and expense
reimbursement of up to $250,000.

The Debtors asked for a combined a hearing on the Plan and the
Disclosure Statement 70 days after the Petition Date, or by
February 17, 2011.  Objections would be due 10 days before the
hearing.

                     About RHI Entertainment

New York-based RHI Entertainment, Inc., develops, produces and
distribute new made-for-television movies, mini-series and other
television programming worldwide.  It filed for Chapter 11
bankruptcy protection on December 10, 2010 (Bankr. S.D.N.Y. Case
No. 10-16536).  D.J. Baker, Esq., Rosalie Walker Gray, Esq., Keith
A. Simon, Esq., Adam S. Ravin, Esq., and Jude Gorman, Esq., at
Latham & Watkins LLP, serves as the Debtor's bankruptcy counsel.
The Debtor disclosed $524,722,000 in total assets and $834,094,000
in total debts.

Affiliates RHI Entertainment, LLC (Bankr. S.D.N.Y. Case No. 10-
16537), RHIE Holdings Inc. (Bankr. S.D.N.Y. Case No. 10-16538),
RHI Entertainment Holdings II, LLC (Bankr. S.D.N.Y. Case No. 10-
16541), RHI Entertainment Distribution, LLC (Bankr. S.D.N.Y. Case
No. 10-16549), RHI International Distribution Inc. (Bankr.
S.D.N.Y. Case No. 10-16550), RHI Entertainment Productions, LLC
(Bankr. S.D.N.Y. Case No. 10-16551), HE Pro Tunes, Inc. (Bankr.
S.D.N.Y. Case No. 10-16552), HEGOA INC. (Bankr. S.D.N.Y. Case No.
10-16553), HEP Music, Inc. (Bankr. S.D.N.Y. Case No. 10-16554),
HEP SS Music Inc. (Bankr. S.D.N.Y. Case No. 10-16555), Don
Quixote, Inc. (Bankr. S.D.N.Y. Case No. 10-16556), Independent
Projects, Inc. (Bankr. S.D.N.Y. Case No. 10-16557), Library
Storage, Inc. (Bankr. S.D.N.Y. Case No. 10-16558), Metropolitan
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16560), NGP
Holding, Inc. (Bankr. S.D.N.Y. Case No. 10-16561), and SLB
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16562) filed
separate Chapter 11 petitions.


RITE AID: Extends Offer for 8% Senior Secured Notes Due 2020
------------------------------------------------------------
Rite Aid Corporation has extended its offer to the holders of the
$650.0 million aggregate principal amount of its 8.00% Senior
Secured Notes due 2020, issued August 16, 2010, to exchange such
notes for a like principal amount of notes with identical terms
other than that such new notes have been registered under the
Securities Act of 1933, as amended.

The exchange offer, which had been scheduled to expire on
December 20, 2010 at 5:00 p.m. New York City time, was to expire
at 5:00 p.m., New York City time, on Tuesday, December 21, 2010,
unless further extended by Rite Aid.

All other terms, provisions and conditions of the exchange offer
will remain in full force and effect. The Bank of New York Mellon
Trust Company, N.A. has been appointed as exchange agent for the
exchange offer. Requests for assistance or documents should be
directed to The Bank of New York Mellon Trust Company, N.A. at
(212) 815-5920.

Rite Aid said it has been informed by the exchange agent that, as
of 5:00 p.m., New York City time, on December 20, 2010, $637.4
million in aggregate principal amount of its 8.00% Senior Secured
Notes due 2020 had been tendered in the exchange offer.  This
amount represents approximately 98.1% of the outstanding 8.00%
Senior Secured Notes due 2020.

                       About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

                           *     *     *

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.

The Company's balance sheet at Nov. 27, 2010, showed $7.8 billion
in total assets, $9.8 billion in total liabilities, and a
stockholders' deficit of $2.0 billion.


RIVER WEST: Court to Consider BofA's Cash Use on December 22
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until December 22, 2010, at 10:00 a.m., the hearing
to consider River West Plaza-Chicago, LLC's use of Bank of
America's cash collateral.

Judge Eugene R. Wedoff previously granted the Debtor interim
access to the cash collateral.

The Debtor will use the cash collateral, including, but not
limited to, the rental income of Joffco Square to pay operating,
overhead and administrative expenses of Joffco Square.

The Debtor related that the continued operation of the Joffco
Square constitutes adequate protection for its use of the cash
collateral.

                 About River West Plaza-Chicago

River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois
limited liability company, with its principal office located at 5
Revere Drive, Suite 200, Northbrook, Illinois 60062.  The Company
filed for Chapter 11 bankruptcy protection on December 7, 2009
(Bankr. N.D. Ill. Case No. 09-46258).  Forrest B. Lammiman, Esq.,
at Meltzer, Purtill & Stelle LLC represents the Debtor.  The
Company estimated assets and debts at $10 million to $50 million.


RJLL CORP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: RJLL Corp.
        c/o Ruskin Moscou Faltischek, PC
        1425 RXR Plaza
        Uniondale, NY 11556

Bankruptcy Case No.: 10-79750

Chapter 11 Petition Date: December 17, 2010

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

Judge: Robert E. Grossman

Debtor's Counsel: Michael S. Amato, Esq.
                  RUSKIN MOSCOU FALTISCKEK PC
                  1425 RXR Plaza, East Tower, 15th Floor
                  Uniondale, NY 11556-1425
                  Tel: (516) 663-6517
                  Fax: (516) 663-6717
                  E-mail: mamato@rmfpc.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb10-79750.pdf

The petition was signed by Joseph DiGirolomo, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
JJM-63 Restaurant Corp.                09-73310    05/08/09


ROCKWOOD SPECIALTIES: Moody's Raises Corp. Family Rating to 'Ba3'
-----------------------------------------------------------------
Moody's upgraded Rockwood Specialties Group, Inc.'s Corporate
Family Rating to Ba3 from B1.  The adjustments to other ratings
are outlined in the ratings list below.  The outlook for the
ratings is positive.

                        Ratings Rationale

The upgrade to a Ba3 CFR and positive outlook reflects the
prospect of a sustainable and significant improvement in credit
metrics generated by Rockwood over the next several years.  This
view of improved metrics is supported by Rockwood's relatively
stable operating performance combined with debt reduction and the
prospect for additional material debt reduction in the near term.
Moody's expects that over the next six months Rockwood will have
the capacity to repay as much as $500 million in balance sheet
debt.  This is based on the recently announced $300 million of
probable asset sales and excess cash on the balance sheet.  At
September 30, 2010, Rockwood's balance sheet debt was about
$2.2 billion and cash on the balance sheet was in excess of
$280 million.

"It appears that Rockwood is committed to improving its financial
profile on a sustainable basis with regard to further debt
reduction," stated Bill Reed, Vice President at Moody's.

Issuer: Rockwood Specialties Group, Inc,

Upgrades:

  -- Corporate Family Rating, Upgraded to Ba3 from B1

  -- Probability of Default Rating, Upgraded to Ba3 from B1

  -- Senior Subordinated Regular Bond/Debentures Upgraded to B2
     from B3 -- LGD6, 91% from LGD5, 89%

Affirmations

  -- Senior Secured Bank Credit Facilities, Ba2 - LGD2, 28% from
     LGD2, 29%

  -- Outlook, Positive

Moody's believes that Rockwood's business profile, combined with
its size and relative stability supports a Ba3 CFR.  Rockwood's
operating stability is evidenced by EBITDA margins averaging in
the high teens over the last four years with the margin for the
LTM period ending September 30, 2010 at 20%.  FCF has been
positive since 2005 with FCF to debt of 11% for the LTM period.
Debt to EBITDA was still high at 4.2X at the end of September
2010, although down from 5.7X at the end of 2009.

Moody's will continue to focus on management's financial strategy.
Specifically Moody's will seek to assess if management has the
board of directors' support to establish a financial profile for
Rockwood with an aim of producing sustainable financial metrics
that would support a goal of achieving a rating solidly in the Ba
category.  If management initiates a further $500 million of
incremental debt reduction over the next two quarters leading to a
sustainable debt to EBITDA ratio approaching 3.3X, Moody's would
consider upward movement to the rating.  Moody's would consider a
move to a stable outlook or possible downward pressure on the
ratings if the free cash flow ratio drops below 4% or if debt
levels rise.  While Moody's recognize that Rockwood has a history
of bolt-on acquisitions any significant debt financed acquisitions
could have a negative effect on the rating and outlook.

Moody's most recent announcement concerning the ratings for
Rockwood was on June 2, 2009 when the outlook for Rockwood's
ratings was moved to positive from stable.

Rockwood Specialties Group, Inc., headquartered in Princeton, New
Jersey, is a global producer of a variety of specialty chemicals
and materials, including pigments, additives, specialty compounds,
ceramics, and electronics for use in businesses ranging from life
sciences to automotive manufacturing.  Rockwood operates through
these three business sectors: Specialty Chemicals, Pigments and
Additives, and Advanced Materials.  Revenues were $3.4 billion for
the LTM ended September 30, 2010.


SANSWIRE CORP: Settles With SEC to Resolve Globetel Lawsuit
-----------------------------------------------------------
Sanswire Corp. has reached a settlement with the U.S. Securities
and Exchange Commission resolving the previously-disclosed lawsuit
against GlobeTel Communications Corp., without admitting or
denying the allegations in the SEC's complaint, as is consistent
with standard SEC practice.  The settlement relates to allegations
of fraud and other wrongdoing by former management dating back to
2002.

The SEC's complaint alleged that GlobeTel engaged in actions that
violated certain federal securities laws and SEC rules, including
the antifraud provisions.  Under the terms of the settlement, the
Company is required to pay a civil penalty of $300,000. As
previously disclosed, the Company placed funds to pay the civil
penalty in escrow in June 2010.  Further, the Company consented to
a permanent injunction against future violations of such federal
securities laws and SEC rules.  The Company also has agreed to
perform certain undertakings, including among other things
retaining a Chief Financial Officer, establishing and securing
board members for an independent Audit Committee of the Board of
Directors, and retaining an Audit Committee Financial Expert for
the Board, to enhance its disclosure controls, processes and
practices. On December 16, 2010, the U.S. District Court for the
Southern District of Florida was advised of the settlement and
dismissed all claims against GlobeTel without prejudice.

"Sanswire is committed to the highest standards of ethics and
accounting," stated Glenn Estrella, President and CEO.  "A
critical focus of our new management team has been to strengthen
our corporate governance structure and our disclosure controls and
procedures in order to maintain integrity in our financial
reporting and ensure our systems and results are reliable going
forward."

"This settlement is in the best interests of the Company and its
shareholders as it brings a long SEC investigation and lawsuit to
closure," added Michael Clark, the Company's Chairman of the
Board.  "We are extremely pleased to have resolved this matter and
look forward to moving on to execute our current business
strategy."

As reported in the Troubled Company Reporter on April 14, 2010,
Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.

                       About Sanswire Corp.

Aventura, Fla.-based Sanswire Corp. develops, markets and sells
autonomous, lighter-than-air ("LTA") unmanned aerial vehicles
("UAVs") capable of carrying payloads that provide persistent
security solutions at low, mid and high altitudes.  The Company's
airships are designed for use by government-related and commercial
entities that require real-time intelligence, surveillance and
reconnaissance support for military, homeland defense, border and
maritime missions.

The Company's balance sheet as of September 30, 2010, showed
$1.6 million in total assets, $20.4 million in total liabilities,
and a stockholders' deficit of $18.8 million.  The Company had a
working capital deficit of $20.2 million and an accumulated
deficit of $142.4 million at September 30, 2010.

As reported in the Troubled Company Reporter on April 14, 2010,
Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.


SHANE CO: Emerges From Chapter 11 Reorganization
------------------------------------------------
Shane Co. has successfully completed its financial restructuring
and has emerged from Chapter 11 reorganization.

"This is a great day for Shane Co. At the beginning of the
reorganization, I made a commitment to our vendors, customers and
team members that Shane Co. would pay 100 cents of every dollar
owed to all, and emerge from the proceedings stronger than ever,"
said Tom Shane, owner and founder of Shane Co.

The company's reorganization plan was highly praised by both the
presiding judge and representatives of Shane Co.'s creditors
during the reorganization confirmation hearing on November 10,
2010.  Chief Judge Howard Tallman of the U.S. Bankruptcy Court-
District of Colorado referred to the plan as "the ideal Chapter 11
that you can have," and stated: "It's refreshing to have a case
that is a rehabilitation case. It's an actual reorganization case.
We don't see many of those."

Joseph Vann, speaking on behalf of the unsecured creditors
committee during the hearing, said: "Not only did [Tom Shane]
essentially take money out of his pocket to take out a secured
creditor, and thereby replace a secured creditor, he also stood in
front of the largest creditors in the case on the organizational
meeting and committed to them that whatever it took, he would make
sure that he lived up to the debt of the company to the unsecured
creditors and would stand by a 100 percent plan so long as it was
feasible."

                       About Shane Co.

Headquartered in Centennial, Colorado, Shane Co. --
http://www.shaneco.com/-- operates 20 jewelry stores.  The
Company filed for Chapter 11 protection on January 12, 2009
(Bankr. D. Col. Case No. 09-10367).  Gregg M. Galardi, Esq., at
Skadden, Arps, Slate, Meagher & Flom, LLP, serves as the Debtor's
counsel, and Caroline C. Fuller, Esq., at Fairfield and Woods,
P.C., serves as the Debtor's local counsel.  Cohen Tauber Spievack
& Wagner P.C. represents the Official Committee of Unsecured
Creditors.  The Debtor proposed Kurtzman Carson Consultants LLC as
its claims agent.  The Company filed formal lists showing assets
for $130 million and debt totaling $103 million, including
$31.4 million owing on secured claims.


SHANNON HEALTH: Moody's Affirms 'Ba1' Rating to $14.6 Mil. Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 long-term bond
ratings assigned to Shannon Health System and Shannon Medical
Center's $14.6 million of outstanding bonds issued by the Tom
Green County Health Facilities Development Corporation (see RATED
DEBT section at end of report).  The rating outlook is stable.

Rating Rationale: The Ba1 debt rating and stable outlook on
Shannon's outstanding debt reflects the increase in absolute
liquidity and deleveraging of the balance sheet, the dominate
market position in the primary service area and favorable
financial performance and increase in volumes.  The underfunded
pension position remains a concern.

Legal Security: Series 2001 Bonds are secured by a gross revenue
pledge, as defined in the bond documents, and mortgage of the
obligated group.  The obligated group is comprised of the parent,
Shannon Health System, and Shannon Medical Center.  Non-obligated
affiliates include The Shannon Clinic, a 160 member multi-
specialty group acquired in 1995.  Moody's analysis reflects the
entire system, including non-obligated members.

Interest Rate Derivatives: None

                            Strengths

* Improvement in financial performance in fiscal year 2010 with an
  operating income of $3.4 million (1.1% margin) as compared to
  the operating loss of $3.9 million (-1.3% margin) in FY 2009;
  expectations for improved performance in FY 2011 driven by
  increases in inpatient admissions, outpatient visits, and
  emergency room volume, combined with expense management

* Favorably low debt load (5.6% debt-to-revenue) and very strong
  debt-to-cash flow 0.9 times as of September 30, 2010; Moody's-
  adjusted maximum annual debt service coverage of 5.8 times at
  fiscal yearend 2010 up from 3.6 times at FYE 2009, well above
  the Ba median of 2.4 times

* Long-standing demonstrated financial and capital support from
  The Shannon Trust, an independent foundation whose assets are
  for the sole benefit of the Shannon Medical Center; the Trust
  has provided on average $5 to $6 million per year in capital
  support and is expected to forgive approximately $4.5 million of
  debt on the system's books in FY 2011

* Dominant market position with over 70% market share in San
  Angelo, with growth in surgical volumes and outpatient visits in
  FY 2010

* 21% increase in unrestricted cash and investments all
  conservatively invested in money market and fixed income funds;
  improved balance sheet measures as of FYE 2010 with 76 days cash
  on hand and 350% cash-to-debt, improved from 66 days and 257%
  cash-to-debt at FYE 2009

* Location in San Angelo, TX (Aa3 general obligation bond rating)
  with a low unemployment rate of 6.2%, well below the national
  and state averages, and a diversified economy; Shannon is the
  second largest employer

                           Challenges

* Underfunded defined benefit pension plan; funding ratio at 65%
  at September 30, 2010 down from a funding ratio of 96% at FYE
  2008, the underfunded liability increased materially to $12.8
  million from $1.1 million; management is funding the minimum
  requirement and the plan has been frozen since July 1, 2005

* Although improved, performance has been marked with four
  consecutive years of operating losses through FY 2009, with
  operating cash flow margins low, peaking at 5.1% in FY 2010

* Intense competition from a smaller for-profit acute care
  hospital located five miles away in San Angelo

* High age of plant (12.4 years) due to low level of capital
  spending the last several years, which is likely to require
  capital investment in the future

                   Recent Developments/Results

In unaudited FY 2010, SHS reported a year of positive financial
performance with an operating income of $3.4 million (1.1% margin)
compared to an operating loss of $3.9 million (-1.3% margin) in FY
2009.  Operating cash flow for FY 2010 improved to $16.1 million
compared to $9.1 million in FY 2009, but the operating cash flow
margin remains low at 5.1%.  This financial improvement was driven
by an increase in inpatient volumes and emergency room visits
while limiting expense growth with decreased agency use, supply
costs, and changes to the employee benefits.

Total revenues for this medium sized provider ($317.4 million in
total revenues) increased a substantial 8.2% in FY 2010.
Management attributes this growth to improved revenue cycle
management.  Moody's note when combining inpatient admissions and
observation stays the growth is a flat 0.4% in FY 2010 as compared
to FY 2009.  Revenue growth also benefited from Shannon's recent
affiliation agreements with other hospitals in Shannon's market.
Expense reduction initiatives included reducing agency use,
controlling labor cost, reducing supply expense through a new
group purchasing organization, increasing the employee
contribution to the employee health plan, introducing an associate
wellness program, and moving to a plan administrator with a
utilization review process.

The hospital and the Clinic continue to focus on increased
coordination and are negotiating managed care contracts as one as
well as meeting regularly.  The system has added eighteen
physicians and seven mid-level providers in the last year and
expects to add physicians in the next two years including two
internal medicine physicians, a family practice physician, a
urologist, an orthopedic surgeon, and a pediatrician.
Furthermore, Shannon has expanded its outpatient clinic sites
including adding a cardiologist and family practice provider in
Del Rio and opening a site in Big Lake.  The hospital saw an
increase in emergency room visits (4.4%), outpatient visits
(1.2%), and total surgeries (1.0%) due to this expansion of
services funnelling volume to Shannon and the physician and mid-
level provider additions.  Management anticipates continued growth
in volumes and revenue in FY 2011, and has budgeted for operating
income of $3.1 million (0.9% margin) and operating cash flow of
$15.9 million (4.7% margin).

Shannon's debt ratios improved markedly over previous years partly
from the improved operating performance but largely because of the
decline in debt load.  Total debt outstanding declined materially
since FY 2007 due to the pay down of debt and debt forgiveness of
loans by the Trust.  For FY 2010, debt-to-cash flow measured a
very favorably low 0.9 times and debt-to-total operating revenue
measured 5.6% on a very low debt load.  Moody's adjusted maximum
annual debt service coverage measured a comfortable 5.8 times in
FY 2010 compared to 3.6 times for FY 2009.  Shannon expects the
Trust to forgive another $4.5 million of debt in FY 2011.

At FYE 2010, absolute liquidity improved 21% to $62.7 million (76
days cash on hand) as compared to $51.8million (66 days cash on
hand) at FYE 2009.  This increase was driven by better than
expected cash flow from operations and lower capital spending.
Moody's view Shannon's conservative investment policy in fixed
income, cash, and mutual funds as a credit positive for a moderate
sized provider.  Capital spending in FY 2010 was greater than
depreciation at $16 million and included $6 million from the
Trust; age of plant is 12.4 years, higher than the national
average of 10.0 years.  The capital spending budget for the
hospital and the clinic combined in FY 2011 is $24 million, with
$6 million expected to be funded by the Trust, however in prior
years Shannon has spent less than budgeted on capital.  Cash-to-
debt improved to a strong 350% at FYE 2010 as compared to 257% at
FYE 2009.  Shannon's debt is all fixed rate and no new debt is
anticipated.

Moody's sees the declining pension funding status as a credit
risk.  Shannon maintains a defined benefit pension plan which is
frozen as of June 30, 2005.  At FYE 2009 the pension plan was
$12.8 million underfunded relative to the pension obligation,
resulting in a low 65% funding ratio (based on the projected
benefit obligation).  This represents a material decrease from the
funding ratio of 96% at FYE 2008.  Pension contributions for
fiscal years 2010 and 2011 are expected to be $343 thousand and
$995 thousand respectively.  Management states they have changed
fund managers and have a funding and investment plan to minimize
the funding liability over time.

Moody's views Shannon's market share and location as credit
positives.  Shannon enjoys 70% of inpatient and 75% of outpatient
market share in its primary service area.  San Angelo Community
Medical Center, a smaller for-profit hospital located five miles
away, creates competition for both inpatient and outpatient
business.  Shannon, however, has opened new clinics in outlying
areas and is expanding its reach to drive business to Shannon,
especially in the large population centers of Del Rio and Big Lake
mentioned above.  Tom Green County and the nearby counties have
felt moderate effects of the continuing recession.  Unemployment
is 6.2% in the county, below the state (6.8%) and national (9.8%)
averages.  According to management, employers in the area have
laid off workers but not in significant numbers.  Moody's also
view the diversity among employers in the PSA as favorable, with
the hospital being only the second largest employer.

                             Outlook

Moody's stable outlook reflects Moody's expectation that patient
volumes will continue to grow with new physician recruitments and
Shannon will continue to generate positive cash flow and improve
liquidity measures, however, future capital spending needs will
increase as the plant continues to age.

                What could change the rating up

Continued gains in operating cash flow and operating performance;
material growth in liquidity; continued improvement in patient
volumes

               What could change the rating down

Decline in liquidity; material decline in volumes; return to weak
operating cash flow; lack of future funding from the Trust;
increase in debt load without commensurate increase in cash flow

Key Indicators:

Assumptions & Adjustments:

  -- Based on financial statements for Shannon Health System and
     Subsidiaries Consolidated Financial Statements

  -- First number reflects audit year ended September, 30, 2009

  -- Second number reflects unaudited financial statements ended
     September 30, 2010

  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 11,831; 12,230

* Total operating revenues: $293.3 million; $317.4 million

* Moody's-adjusted net revenue available for debt service:
  $13.5 million; $21.3 million

* Total debt outstanding: $20.1 million; $17.9 million

* Maximum annual debt service: $3.7 million; $3.7 million

* MADS Coverage with reported investment income: 2.99 times; 5.21
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 3.65 times; 5.77 times

* Debt-to-cash flow: 1.71 times; 0.90 times

* Days cash on hand: 66 days; 76 days

* Cash-to-debt: 257%; 350%

* Operating margin: -1.3%; 1.1%

* Operating cash flow margin: 3.1%; 5.1%

Outstanding Bonds (as of September 30, 2010)

  -- Series 2001 fixed rate bonds ($14.6 million outstanding),
     rated Ba1

                        Last Rating Action

The last rating action was on December 8, 2009, when the bond
rating of Shannon Health System & Shannon Medical Center was
downgraded to Ba1 from Baa3 and the outlook revised to stable from
negative.


SINIS & SINIS: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sinis & Sinis Realty, LLC
        P.O. Box 346
        White Plains, NY 10605

Bankruptcy Case No.: 10-24653

Chapter 11 Petition Date: December 19, 2010

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

Judge: Robert D. Drain

Debtor's Counsel: Anthony J. Mamo, Jr., Esq.
                  MEDINA, TORREY, MAMO & CAMACHO PC
                  95 Beekman Avenue
                  Sleepy Hollow, NY 10591
                  Tel: (914) 631-5050
                  Fax: (914) 703-6466
                  E-mail: mamolaw@aol.com

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

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

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-24653.pdf

The petition was signed by Jean S. Sinis, managing member.


SKY LOFTS: Taps David Carlebach as Bankruptcy Counsel
-----------------------------------------------------
Sky Lofts, LLC, asks for authorization from the U.S. Bankruptcy
Court for the Eastern District of New York to employ the Law
Offices of David Carlebach as bankruptcy counsel, nunc pro tunc as
of December 8, 2010.

The Firm will:

     (a) provide the Debtor with legal counsel with respect to its
         powers and duties as a debtor-in-possession in the
         continued management of its property during the Chapter
         11 case;

     (b) prepare applications, answers, orders, reports, and other
         Legal documents which may be required in connection with
         the Chapter 11 case;

     (c) provide the Debtor with legal services with respect to
         formulating and negotiating a plan of reorganization with
         creditors; and

     (d) perform other legal services for the Debtor as may be
         required during the course of the Chapter 11 case,
         including the institution of actions against third
         parties, objections to claims, and the defense of actions
         which may be brought by third parties against the Debtor.

The Debtor and the Firm didn't disclose how the Firm will be
compensated for its services.

David Carlebach, Esq., the principal of the Firm, assures the
Court that the Firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Brooklyn, New York-based Sky Lofts, LLC, is primarily in the
business of ownership and maintenance of real estate.  It filed
for Chapter 11 bankruptcy protection on December 8, 2010 (Bankr.
E.D.N.Y. Case No. 10-51510).  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.

Affiliates Twin City Lofts, LLC (Bankr. E.D. N.Y. Case No. 10-
50625) and S & Y Enterprises, LLC (Bankr. E.D. N.Y. Case No. 10-
50623) filed separate Chapter 11 petitions on November 11, 2010.


SKY LOFTS: Section 341(a) Meeting Scheduled for Jan. 10
-------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Sky Lofts,
LLC's creditors on January 10, 2011, at 3:00 p.m.  The meeting
will be held at 271 Cadman Plaza East, Room 4529, Brooklyn, New
York.

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

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

Brooklyn, New York-based Sky Lofts, LLC, filed for Chapter 11
bankruptcy protection on December 8, 2010 (Bankr. E.D. N.Y. Case
No. 10-51510).  David Carlebach, Esq., who has an office in New
York, serves as the Debtor's counsel.  The Debtor estimated its
assets at $10 million to $50 million and debts at $1 million to
$10 million.

Affiliates Twin City Lofts, LLC (Bankr. E.D. N.Y. Case No. 10-
50625) and S & Y Enterprises, LLC (Bankr. E.D. N.Y. Case No. 10-
50623) filed separate Chapter 11 petitions on November 11, 2010.


SOLAR ENERTECH: Recurring Losses Prompt Going Concern Doubt
-----------------------------------------------------------
Solar Enertech Corp. filed its annual report on Form 10-K for the
fiscal year ended September 30, 2010.

Ernst & Young Hua Ming, in Shanghai, in the Peoples Republic of
China, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted of
the Company's recurring losses from operations.

The Company reported a net loss of $25.0 million on $70.0 million
of sales for fiscal 2010, compared with a net loss of
$14.2 million on $32.8 million of sales for fiscal 2009.

The Company's balance sheet at September 30, 2010, showed
$29.7 million in total assets, $22.5 million in total liabilities,
and stockholders' equity of $7.2 million.

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

               http://researcharchives.com/t/s?713f

                      About Solar EnerTech

Mountain View, Calif.-based Solar EnerTech Corp. (OTC BB: SOEN)
-- http://www.solarE-power.com/- is a photovoltaic solar energy
cell manufacturing enterprise.  The Company has established a
sophisticated 67,107-square-foot manufacturing facility at Jinqiao
Modern Technology Park in Shanghai, China.  The Company currently
has two 25MW solar cell production lines and a 50MW solar module
production facility.

Solar EnerTech has also established a Joint R&D Lab at Shanghai
University to develop higher efficiency cells and to put the
results of that research to use in its manufacturing processes.


STANFORD REGENCY: Court Dismisses Debtor's Chapter 11 Case
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has dismissed Stanford Regency Plaza LLC's Chapter 11 case.

As reported in the Troubled Company Reporter on November 4, 2010,
Peter C. Anderson, the U.S. Trustee for Region 16, asked the U.S.
Bankruptcy Court for the Central District of California to
dismiss, or in the alternative, convert Stanford Regency Plaza
LLC's Chapter 11 case to one under Chapter 7 of the Bankruptcy
Code.

The U.S. Trustee explained that the Debtor failed to comply with
the requirements of the U.S. Trustee by failing to file, among
other things:

   -- proofs of required certificates or applicable licenses;
   -- a projected cash flow statement for the first 90 ninety days
      of operations; and
   -- a physical inventory as of the date of Petition Date.

East West Bank, the Debtor's principal secured creditor, suggested
that the Court dismiss the Debtor's case because the Debtor has no
assets.

                  About Stanford Regency Plaza LLC

Los Angeles, California-based Stanford Regency Plaza LLC filed for
Chapter 11 bankruptcy protection on August 24, 2010 (Bankr. C.D.
Calif. Case No. 10-45729).  Michael Jay Berger, Esq., in Beverly
Hills, California, assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million as of the petition date.


STARPOINTE ADERRA: Plan Confirmation Hearing Set for February 7
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing on February 7, 2011, at 9:00 a.m., to consider the
confirmation of Starpointe Aderra Condominiums Limited
Partnership's proposed Plan of Reorganization.

The Court granted additional time for certain actions be given to
specified parties who may hold direct or indirect claims against
the Debtor but may not previously have been notified of the
pendency of the bankruptcy proceedings of the Debtor.

The affected parties are exclusively those who performed work as
subcontractors on the Aderra Condominiums, 11640 N. Tatum
Boulevard, Phoenix, Arizona 85028, under the direction of general
contractor Starcon Construction Group, L.L.C. or its predecessor-
in-interest, STR Construction, Ltd., for which they have not been
paid in full.

The Court set January 7 as the deadline for subcontractor
creditors to file any objections, and ballots accepting or
rejecting the Plan.

As reported in the Troubled Company Reporter on May 10, 2010,
according to the Disclosure Statement, the Debtor intends to
continue to operate the Starpointe Aderra community during the
5-year term of the reorganization plan and beyond.  The profits
obtained from operations will be used to pay down the allowed
claims of estate creditors.  Under the Plan, the Reorganized
Debtor will make monthly payments to secured, administrative,
priority, and unsecured creditors.

The Plan provides for secured creditors to retain their liens and
be paid deferred cash payments totaling at least the allowed
amount of their claim, of a value, of at least the claimant's
interest in the estate's interest in the property.

General unsecured creditors will be paid in full over the five
year term of the plan and receive their pro rata share of the
initial distribution and the subsequent monthly distributions from
net available income -- after payment to the administrative and
priority claimants.  Subject to the terms of the Plan, the
Debtor's owners will retain their ownership interest in the
Reorganized Debtor.

A full-text copy of the Amended Disclosure Statement is available
for free at:

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

               About Starpointe Aderra Condominiums

Scottsdale, Arizona-based Starpointe Aderra Condominiums Limited
Partnership is an upscale community of 312 homes in 13 three-
storey buildings.  The Company filed for Chapter 11 bankruptcy
protection on December 29, 2009 (Bankr. D. Ariz. Case No. 09-
33625).  Warren J. Stapleton, Esq., at Osborn Maledon, represents
the Debtor.  The Company estimated assets and debts at $10 million
to $50 million.


STEPHANIE SERPA: Asks for Court's Nod to Use Cash Collateral
------------------------------------------------------------
Stephanie Serpa Ream asks for authorization from the U.S.
Bankruptcy Court for the District of Nevada to use the cash
collateral until March 2011.

Bank of America, N.A., claims a first priority security interest
in certain of the Debtor's real property pursuant to an amended
and restated promissory note secured by a deed of trust dated
March 9, 2005, as secured by a certain construction deed of trust,
assignment of rents and leases, security agreement and fixtures
filing dated July 31, 1996, as modified by the modification to
construction deed of trust, assignment of rents and leases,
security agreement and fixture filing dated June 1, 1998 by and
between J.S. Development Company, a Nevada general partnership --
as borrower -- and Bank of America in the original principal
amount of $6,979,709.57, with a current outstanding loan balance
of $5,997,471.57.  The real property is presently owned by the
Debtor as it was transferred to the Debtor by J.S. Development in
October 2002.

Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd.,
explains that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.

In exchange for the use of cash collateral, the Debtor will make
payments of interest only pursuant to the non-default rate of
interest as set forth in the amended and restated promissory note
secured by deed of trust between J.S. Development and the Lender
as secured against the real property.  The non-default rate
consists of the British Bankers Association LIBOR Daily Floating
Rate plus 200 basis points per annum.  In addition, the Lender
will also retain its liens on all collateral and is further
adequately protected by an equity cushion in the property in
addition to the interest payments.

Los Gatos, California-based Stephanie Serpa Ream filed for Chapter
11 bankruptcy protection on October 20, 2010 (Bankr. D. Nev. Case
No. 10-54146).  Stephen R. Harris, Esq., at Belding, Harris &
Petroni, LTD, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.


STERLING MINING: Files Amended Schedule of Assets and Liabilities
-----------------------------------------------------------------
Sterling Mining Company has filed with the U.S. Bankruptcy
Court for the District of Idaho an amended schedule of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                 $8,472,625
  B. Personal Property             $3,234,137
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $118,184
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,224,505
                                  -----------     -----------
        TOTAL                     $11,706,762      $4,342,689

                        About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  Sterling is engaged
in the business of acquiring, exploring, developing and mining
mineral properties primarily those containing silver and
associated base and precious metals.  Sterling operates the
Sunshine Silver Mine in Idaho and has exploration projects in
Idaho, U.S.A. Sterling was incorporated under the laws of the
State of Idaho on February 3, 1903.

Sterling is currently a debtor-in-possession in Chapter 11
Bankruptcy in the District of Idaho, U.S.A.  Sterling Mining filed
for bankruptcy protection on March 3, 2009 (Bankr. D. Idaho Case
No. 09-20178).  Bruce A. Anderson, Esq., at Elsaesser Jarzabek
Anderson Marks Elliott & McHugh, Chartered represents the Debtor
as counsel.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.


STRATEGIC AMERICAN: Posts $1.4 Million Net Loss in October 31 Qtr.
------------------------------------------------------------------
Strategic American Oil Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $1.38 million on $112,873 of
revenue for the three months ended October 31, 2010, compared with
a net loss of $2.70 million on $82,933 of revenue for the same
period last year.

The Company's balance sheet at October 31, 2010, showed
$1.89 million in total assets, $2.96 million in total liabilities,
and a stockholders' deficit of $1.07 million.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Strategic American Oil'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 suffered losses from operations and has a working capital
deficit.

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

               http://researcharchives.com/t/s?7134

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.


SUNSET VILLAGE: Gets Court OK to Use Cash Collateral Until Dec. 31
------------------------------------------------------------------
Sunset Village Limited Partnership obtained authorization from the
Hon. A. Benjamin Goldgar of the U.S. Bankruptcy Court for the
Northern District of Illinois to use the cash collateral of
Jefferson-Pilot Investments, Inc., until December 31, 2010.

As reported by the Troubled Company Reporter on October 26, 2010,
the Debtor sought the Court's permission to use cash collateral.
The Debtor's manufactured home community in Glenview, Illinois, is
subject to a purported mortgage in favor of Lender purportedly
securing a claim in the purported approximate amount of
$26,000,000.  Pursuant to Lender's loan documents, the Lender
declared a monetary default.

Eugene Crane, Esq., at Crane, Heyman, Simon, Welch & Clar,
explains that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.  The Debtors will use the
collateral pursuant to a budget, a copy of which is available for
free at:

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

As adequate protection for the use of cash collateral, the Debtor
will grant Jefferson-Pilot (i) a lien against and security
interest in presently and hereafter-owned property, assets, and
rights; and (ii) a superpriority administrative expense claim, to
the extent of any diminution in value of the property and the
prepetition collateral.  As further protection, the Debtor will
grant Jefferson-Pilot replacement liens and security interests in
the Debtor's postpetition assets.  The Debtor must also maintain
insurance naming Jefferson-Pilot as mortgagee and loss payee for
any and all insurance issued in connection with the Debtor's
property or the Debtor's operations.

By January 7, 2011, the Debtor will provide Jefferson-Pilot a
reconciliation of actual to budgeted income and expenditures from
December 1, 2010 through December 31, 2010.  The reconciliation
will include a copy of the Debtor's bank statements for December
2010 and a copy of the Debtor's rent roll marked to indicate the
status of each tenant's December rent obligation.

For the period from November 16, 2010 through December 31, 2010,
the Debtor has furnished a statement of revenues and anticipated
expenses.

The Court will hold a continued hearing on January 3, 2011, at
10:00 a.m., on the Debtor's request to continue using cash
collateral.

Chicago, Illinois-based Sunset Village Limited Partnership is a
limited partnership that owns a manufactured home community,
consisting of approximately 404 sites, situated on approximately
30.0 acres located at 2450 Waukegan Road, Glenview, Illinois.  It
filed for Chapter 11 bankruptcy protection on October 13, 2010
(Bankr. N.D. Ill. Case No. 10-45772).  Eugene Crane, Esq., at
Crane Heyman Simon Welch & Clar, assists Sunset Village in its
restructuring effort.  Sunset Village estimated its assets and
debts at $10 million to $50 million.


SUPERMEDIA INC: S&P Cuts Corporate to 'SD' n Subpar Buybacks
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Dallas-based SuperMedia Inc. to 'SD' from 'CC'.
S&P also lowered its issue-level rating on the company's senior
secured credit facility to 'D' from 'CC''.

SuperMedia, the second-largest directory publisher in the U.S.,
had total debt outstanding of $2.5 billion as of Sept. 30, 2010.

The downgrade reflects the company's recently approved amendment
to allow subpar repurchases and a subsequent tender offer of its
term debt of up to $185 million for 90 days from the effective
date of the amendment at a price between 70% and 77% of par.
Under Standard & Poor's criteria, S&P would view these subpar
buybacks as tantamount to a default.

S&P has taken this view because S&P see the company's debt
leverage and poor operating outlook as indications of financial
distress.  S&P see significant risks of secular declines in the
print directory sector, as well as increased competition as small
business advertising expands across a greater number of marketing
channels.

S&P will reassess the company's business outlook over the
intermediate term.  Due to the modest amount of debt tendered, the
post-tender capital structure remains virtually unchanged.  It is
S&P's preliminary expectation to raise the corporate credit rating
back up to 'B-'.


TOM JUNKOVIC: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tom Junkovic
        423 Engel
        Park Ridge, IL 60068

Bankruptcy Case No.: 10-55896

Chapter 11 Petition Date: December 20, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: David K. Welch, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S Lasalle St., Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: dwelch@craneheyman.com

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

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

Debtor's List of seven Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Sheridan And Perlman                             $1,918
350 N. LaSalle
Suite 900
Chicago, IL 60610

RMC Energy Physicians                            $545
520 E. 22nd St.
Lombard, IL 60148

Home Depot Credit Service                        $360
PO Box 6029
The Lakes, NV 88901-6029

RMC Energy Physicians                            $165

Advocate Medical Group                           $94

Diagnostic Imaging Assoc.                        $61

Ressurrection Health Care                        $50


UNIVAR INC: S&P Affirms Corporate Credit Rating at 'B'
------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed the 'B'
corporate credit rating on Univar Inc.  The outlook remains
positive.

S&P assigned a 'B' issue-level rating and '3' recovery rating to
the new $300 million senior secured term loan C2 facility.  This
indicates S&P's expectation for meaningful (50%-70%) recovery in
the event of a payment default.  The term loan C2 and $400 million
of senior subordinated notes due 2017, which are unrated, will be
used to fund the acquisition.

At the same time, S&P assigned 'B' issue-level ratings and
'3' recovery ratings to the company's existing term loans
($134 million loan term A due 2016, $872 million term loan B due
2016, and $300 million term loan C1 facility due June 2017).  This
indicates S&P's expectation for meaningful (50%-70%) recovery in
the event of a payment default.

"The ratings on Univar reflect its highly leveraged capital
structure and aggressive financial policies that more than offset
a satisfactory business profile," said Standard & Poor's credit
analyst Henry Fukuchi.

Univar's business profile is characterized by leading market
positions; extensive product, customer, supplier, and geographic
diversity; favorable trends for chemical distributors; the
flexibility of its cost structure; and relative stability of
operating results throughout the business cycle.


U.S. AEROSPACE: Posts $11.5 Million Net Loss in September 30 Qtr.
-----------------------------------------------------------------
U.S. Aerospace, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $11.49 million on $660,144 of net revenues
for the three months ended September 30, 2010, compared with a net
loss of $21.32 million on $0 revenue for the same period last
year.

The Company's balance sheet at September 30, 2010, showed
$4.88 million in total assets, $11.00 million in total
liabilities, and a stockholders' deficit of $6.12 million.

As of and for the nine months ended September 30, 2010, the
Company had substantial net loss, accumulated deficit, working
capital deficit, had events of default on its CAMOFI Master LDC
and CAMHZN Master LDC and was in default on several payables.

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

               http://researcharchives.com/t/s?713e

U.S. Aerospace, Inc. (OTC BB: USAE) -- http://www.USAerospace.com/
-- is a publicly-traded aerospace and defense contractor based in
Southern California.  The Company is an emerging world-class
supplier on projects for the Lockheed Martin Corporation, L-3
Communications Holdings, Inc., the Middle River Aircraft Systems
subsidiary of General Electric Company, and other aerospace
companies, commercial aircraft manufacturers and prime defense
contractors.  The Company supplies aircraft assemblies, structural
components and highly-engineered, precision-machined details for
commercial and military aircraft.  The Company has offices and
production facilities in Rancho Cucamonga, California.


VERSACOLD INTERNATIONAL: Moody's Withdraws B3 Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn Versacold International
Corporation's ratings as the majority of the company's assets,
consisting of its non-Canadian operations, have been acquired by
Americold Realty Trust.  As part of this transaction, Versacold's
rated debt facilities have been repaid and cancelled.

Moody's last rating action on Versacold was on December 23, 2009,
when Moody's upgraded the company's corporate family rating to B3
from Caa2 and changed the outlook to developing from negative.

Versacold International Corporation is headquartered in Vancouver,
British Columbia, Canada and is a leading supplier of temperature
controlled warehousing and logistic services to food producers,
processors, as well as wholesale and retail distributors.
Revenues for the last twelve months ending July 31, 2010 were
approximately C$1.2 billion.  Following the asset sale to
Americold, Versacold will continue to operate 41 facilities in
Canada.


VERTIS HOLDINGS: Consummates Prepackaged Chapter 11 Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vertis Holdings Inc. consummated its prepackaged
Chapter 11 plan on December 21.  The bankruptcy court approved on
December 16 the prepackaged plan, which reduces debt by 60%.

Vertis has said that the Plan, which was previously approved by
the overwhelming majority of note holders, will strengthen Vertis'
capital structure, reducing total debt by more than $700 million,
while substantially lowering interest costs, extending maturities
and increasing liquidity.

Vertis' Plan is scheduled to be effective upon satisfaction of
closing conditions, which included a $425 million term loan from
Morgan Stanley Senior Funding, Inc., $175 million revolving credit
facility from GE Capital, restructuring finance and private
placement of new Vertis equity.

Vertis has said Chief Financial Officer Gerald Sokol Jr. will be
appointed to the role of interim president and chief executive
officer, effective at the time of emergence.  Mr. Sokol will
succeed Quincy L. Allen, who will be leaving at the Board's
request.  Vertis is launching a comprehensive search for a
permanent president and chief executive officer.

                     About Vertis Holdings

Vertis -- http://www.thefuturevertis.com/-- is a marketing
communications company that delivers advertising, direct marketing
and interactive solutions to prominent brands across North
America.

Baltimore, Maryland-based Vertis Holdings, Inc., filed for Chapter
11 bankruptcy protection on November 17, 2010 (Bankr. S.D.N.Y.
Case No. 10-16170).  The Debtor estimated its assets and debts at
more than $1 billion.  Affiliates also filed separate Chapter 11
petitions -- American Color Graphics, Inc. (Bankr. S.D.N.Y. Case
No. 10-16169), Vertis Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case No. 10-16171), ACG
Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-16172), Webcraft, LLC
(Bankr. S.D.N.Y. Case No. 10-16173), and Webcraft Chemicals, LLC
(Bankr. S.D.N.Y. Case No. 10-16174).

Mark A. McDermott, Esq., and Kenneth S. Ziman, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, serve as counsel to the Debtors.
Kurtzman Carson Consultants is the claims and notice agent.
Perella Weinberg Partners is the investment banker and financial
advisor.  FTI Consulting Inc. is the restructuring and financial
advisor.

This is the Debtors' second journey through chapter 11.  On
July 15, 2008, Vertis and American Color Graphics, each commenced
prepackaged chapter 11 cases (Bankr. D. Del. Case No. 08-11460) to
complete a merger.  In August 2008, Vertis emerged from
bankruptcy, completing a merger with ACG.


VERTIS HOLDINGS: GE Capital is Admin. Agent for Credit Facilities
-----------------------------------------------------------------
GE Capital, Restructuring Finance is the administrative agent for
a $200 million debtor-in-possession (DIP) credit facility and a
$175 million plan of reorganization (POR) credit facility for
Vertis Holdings, Inc., a leading marketing communications company.
The financing supports the company's recapitalization under a
voluntary pre-packaged Chapter 11 filing and its emergence. GE
Capital Markets served as joint lead arranger for the DIP and lead
arranger for the POR.

Headquartered in Baltimore, MD, Vertis provides inventive
advertising, direct marketing and interactive solutions to
prominent brands across North America.  The company's services
include data management, digital program management systems,
creative services, print and mail production, interactive
services, logistics, out-of-home and business process outsourcing.

"GE's keen sense of our business, as well as the broader dynamics
of our industry, allowed us to quickly secure the financing we
needed to seamlessly execute our recapitalization, while upholding
all of our commitments to our clients, employees and suppliers,"
said Gerald Sokol Jr., interim CEO and president for Vertis.  "We
look forward to working with GE, and appreciate their continued
support of our long-term strategic growth plan."

Jim Hogan, senior managing director, GE Capital, Restructuring
Finance, said, "We're specialists in financing corporate renewal.
Success requires having strong relationships with client
management and their financial advisors, and providing in-depth
industry expertise earned through many business cycles."

                     About Vertis Holdings

Vertis -- http://www.thefuturevertis.com/-- is a marketing
communications company that delivers advertising, direct marketing
and interactive solutions to prominent brands across North
America.

Baltimore, Maryland-based Vertis Holdings, Inc., filed for Chapter
11 bankruptcy protection on November 17, 2010 (Bankr. S.D.N.Y.
Case No. 10-16170).  The Debtor estimated its assets and debts at
more than $1 billion.  Affiliates also filed separate Chapter 11
petitions -- American Color Graphics, Inc. (Bankr. S.D.N.Y. Case
No. 10-16169), Vertis Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case No. 10-16171), ACG
Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-16172), Webcraft, LLC
(Bankr. S.D.N.Y. Case No. 10-16173), and Webcraft Chemicals, LLC
(Bankr. S.D.N.Y. Case No. 10-16174).

Mark A. McDermott, Esq., and Kenneth S. Ziman, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, serve as counsel to the Debtors.
Kurtzman Carson Consultants is the claims and notice agent.
Perella Weinberg Partners is the investment banker and financial
advisor.  FTI Consulting Inc. is the restructuring and financial
advisor.

This is the Debtors' second journey through chapter 11.  On
July 15, 2008, Vertis and American Color Graphics, each commenced
prepackaged chapter 11 cases (Bankr. D. Del. Case No. 08-11460) to
complete a merger.  In August 2008, Vertis emerged from
bankruptcy, completing a merger with ACG.


VITRO SAB: Noteholders Want Ch. 15 Case Transferred to Texas Court
------------------------------------------------------------------
The Ad Hoc Group of Vitro Noteholders, who are holders or advisors
to holders of over $720 million in aggregate principal amount of
$1.2 billion in senior notes issued by Vitro, S.A.B. de C.V., in
U.S. Offerings, has filed with the U.S. Bankruptcy Court for the
Northern District of Texas a motion requesting a determination
that Vitro's Chapter 15 case before the U.S. Bankruptcy Court for
the Southern District of New York be transferred to the Texas
Court and be jointly administered with the Texas cases.

The Texas cases are pending before the Hon. Judge Russell Nelms in
the U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division and are jointly administered under Case No. 10-
47470-rfn-11.  The Texas Debtors have now answered the involuntary
petitions in the Texas cases and have not challenged venue in the
Texas Court.  Proposed counsel for Vitro in Vitro's Chapter 15
case, Milbank Tweed Hadley & McCloy, has appeared in the Texas
Court as co-counsel for the Texas Debtors.

Vitro has filed its Chapter 15 petition commencing its Chapter 15
case in the U.S. Bankruptcy Court for the Southern District of New
York, rather than filing and proceeding in the Texas Court where
the cases of its affiliates are pending.  In response, the Ad Hoc
Noteholder Group has filed with the Texas Court a motion
requesting a determination that Vitro's Chapter 15 case before the
New York Court be transferred to the Texas Court and jointly
administered with the Texas cases.

According to the Ad Hoc Noteholder Group, Vitro has made no
payment of principal or interest on its senior notes for more than
two years.  In anticipation of commencing its concurso proceeding
in Mexico, Vitro solicited consents from its unsecured creditors,
including holders of the senior notes.  The efforts have received
no support from the Debtor's public noteholders.  Based on the
Debtor's public filings, it appears that only $44 million of
senior notes have been tendered.  The Ad Hoc Noteholder Group hold
approximately 60% of the Debtor's senior notes and 50% of all of
its claimed third-party debt.

According to the Debtor's public statements, it intends to
override the proposal's rejection by relying on purported
acceptances tendered by insiders and affiliates.  The Debtor
claims that its subsidiaries, who allegedly hold approximately
$1.9 billion of intercompany claims, substantially all of which
was reportedly created in the last year, have voted to accept the
proposal.  According to the Debtor, this entitles it to implement
the plan, even if no noteholders accept it.  The Ad Hoc Noteholder
Group said that whether or not the result can be achieved in
Mexico, it is clear that the purported insider acceptance wouldn't
make a Chapter 11 plan that has been rejected by third party
creditors confirmable.

On November 17, 2010, certain members of the Ad Hoc Noteholder
Group commenced involuntary Chapter 11 cases against 15 of the
Debtor's U.S. affiliates.  Each of the Texas Debtors is a
guarantor of the Debtor's obligations under the notes, and each
operates in the U.S.

The Ad Hoc Noteholder Group is represented by White & Case LLP.

                         About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro has launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer will be consummated with
a bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
The offer was to expire December 7.

Noteholders who oppose the exchange, namely Knighthead Master
Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- commenced involuntary bankruptcy cases
under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset
Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other
affiliates on November 17, 2010.

Vitro has engaged Susman Godfrey, L.L.P. as U.S. special
litigation Counsel to analyze the potential rights that Vitro
may exercise in the United States against the ad hoc group of
dissident bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately $650 million of the Senior
Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the
Chapter 11 petitioners, although the group has expressed concerns
over the exchange offer.  The group says the exchange offer
exposes Noteholders who consent to potential adverse consequences
that have not been disclosed by Vitro.  The group is represented
by John Cunningham, Esq., and Richard Kebrdle, Esq. at White &
Case LLP.

The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case
No. 10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No.
10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No.
10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No.
10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case
No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No.
10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No.
10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No.
10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No.
10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481);
VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).


VITRO SAB: New York Chapter 15 Case May Proceed Temporarily
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports U.S. Bankruptcy Judge Russell F. Nelms in Fort Worth,
Texas, modified the automatic stay that halted proceedings in
Vitro SAB's Chapter 15 case in New York, pending his ruling on a
request to transfer the Chapter 15 case to Texas.

Noteholders filed involuntary Chapter 11 petitions in November in
Fort Worth against U.S. Vitro subsidiaries. The parent Vitro filed
the Chapter 15 petition in New York this month immediately after
commencing court reorganization in Mexico.  Judge Nelms will hold
a Jan. 6 hearing on a motion by noteholders to transfer the
Chapter 15 case to Texas.

At the hearing December 20, Judge Nelms said he would hold a
separate hearing on Feb. 10 to decide if the U.S. Vitro
subsidiaries should be thrown into Chapter 11 involuntarily.

                         About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of Ps. 23,991
million ($1.837 billion).

Vitro has launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer will be consummated with
a bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
The offer was to expire December 7.

Noteholders who oppose the exchange, namely Knighthead Master
Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- commenced involuntary bankruptcy cases
under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset
Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other
affiliates on November 17, 2010.

Vitro has engaged Susman Godfrey, L.L.P. as U.S. special
litigation Counsel to analyze the potential rights that Vitro
may exercise in the United States against the ad hoc group of
dissident bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately $650 million of the Senior
Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the
Chapter 11 petitioners, although the group has expressed concerns
over the exchange offer.  The group says the exchange offer
exposes Noteholders who consent to potential adverse consequences
that have not been disclosed by Vitro.  The group is represented
by John Cunningham, Esq., and Richard Kebrdle, Esq. at White &
Case LLP.

Vitro, S.A.B de C.V. filed for Chapter 15 bankruptcy (Bankr.
S.D.N.Y. Case No. 10-16619) in Manhattan on Tuesday to seek U.S.
recognition and deference to its bankruptcy proceedings in Mexico.

Vitro SAB on December 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, thereby commencing
its voluntary concurso mercantil proceedings. Vitro SAB believes
that, as a result of the implementation of the Concurso Plan
through the Mexican Proceeding, the holders of the Restructured
Debt will recover 68% to 75% of the face value of their respective
claims.

Alejandro Francisco Sanchez-Mujica, as foreign representative of
Vitro, is asking the U.S. Bankruptcy Court to enter an order
recognizing the Mexican Proceeding as "foreign main proceeding"
pursuant to 11 U.S.C. Secs. 1515 and 1517.


WIKILOAN INC: Posts $1.3 Million Net Loss in October 31 Quarter
---------------------------------------------------------------
WikiLoan, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $1.31 million on $339 of revenues for the three
months ended October 31, 2010, compared with a net loss of
$211,822 on $1,631 of revenues for the same period last year.

The Company's balance sheet at October 31, 2010, showed
$1.00 million in total assets, $1.93 million in total liabilities,
and a stockholders' deficit of $926,455

PS Stephenson & Co., P.C., in Wharton, Tex., expressed substantial
doubt about WikiLoan's ability to continue as a going concern
following the Company's results for the fiscal year ended
January 31, 2010.  The independent auditors noted that the Company
has no revenue, significant assets or cash flows.

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

               http://researcharchives.com/t/s?713d

Los Angeles, Calif.-based WikiLoan, Inc. -- http://wikiloan.com/-
- is a website that provides tools for person-to-person borrowing
and lending.  People can use the tools on the website to borrow
and lend money ($500 to $25,000) among themselves at rates that
make sense to all parties.  WikiLoan provides management tools
that allow Borrowers and Lenders to manage the process by:
providing loan documentation, promissory notes, repayment
schedules, email reminders, online account access, and online
repayment.


W.R. GRACE: Proponents Submit Sixth Set Of Plan Modifications
-------------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates, together with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos PI
Future Claimants' Representative, submitted a sixth set of
modification to the Plan Proponents' First Amended Joint Plan of
Reorganization, as modified.

The Plan Proponents are, pursuant to the Sixth Modification,
making certain technical modifications to Section 3.1.9 of the
Joint Plan to address the Court's comments at the December 13,
2010 omnibus hearing with respect to the accrual of postpetition
interest after the Effective Date involving General Unsecured
Claims arising from the Pre-petition Credit Facilities.

Specifically, Section 3.1.9(b)(i) of the Joint Plan was modified
to make clear that postpetition interest on the Bank Lender Claims
will be calculated at floating prime, compounded quarterly through
the Effective Date or the date of payment of the Bank Lender
Claims if they become Allowed General Unsecured Claims after the
Effective Date.  The change merely extends the rate of floating
prime, already provided in the Joint Plan to be paid from
January 1, 2006, through the Effective Date and compounded
quarterly, to a post-Effective Date period if the Bank Lender
Claims do not become Allowed General Unsecured Claims until after
the Effective Date.  Conforming changes were made to Section
3.1.9(d)(iii) of the Joint Plan.

A full-text copy of the Sixth Plan Modifications summary is
available for free at http://bankrupt.com/misc/grace6thsumm.pdf

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Proposes Settlement of MASSDEP Claims
-------------------------------------------------
W.R. Grace & Co. and its units ask the Bankruptcy Court to approve
a stipulation resolving the claims of the Massachusetts Department
of Environmental Protection relating to several environmental
sites located in Massachusetts.

MassDEP filed timely proofs of claim against each of Debtors W.R.
Grace & Co., W.R. Grace & Co.-Conn., and Grace Energy Corporation
regarding alleged liability of those debtors to the Commonwealth
of Massachusetts in connection with environmental contamination at
numerous sites throughout the Commonwealth, pursuant to federal
and state laws and regulations, including the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980,
the Massachusetts Oil and Hazardous Material Release Prevention
and Response Act, the Massachusetts Contingency Plan, and the
Timely Action Schedule and Fee Provisions, which the Debtors'
claims agent designated as Claim Nos. 12848, 12849 and 13487.

The MassDEP Claims set forth alleged general unsecured prepetition
liquidated claims aggregating $799,418, and also provided notice
of other contingent, unliquidated and estimated environmental
liability that the MassDEP alleged the Debtors already had, or may
come to have, to the Commonwealth.  The Debtors objected to the
MassDEP Claims on various grounds.

In January 2009, the Claimant filed an amendment to Claim No.
12849 asserting newly discovered environmental liability of the
Debtors to the Commonwealth in connection with the Sutton Brook
Superfund site, in Tewksbury, Massachusetts.

By this stipulation, the parties agree to resolve all remaining
issues among them.

The parties agree that all other unresolved contingent,
unliquidated, or estimated prepetition or postpetition claims or
amounts included in Claim No. 12849 -- Reserved Claims -- will be
allowed against the Chapter 11 estates of the Debtors at $90,437
as administrative expense claims and $15,145 as general unsecured
claims.

The Debtors agree that MassDEP's Reserved Claims will be resolved
and allowed in this manner and amount:

  (a) Former Zonolite Plant, Easthampton:  MassDEP will have an
      Allowed General Unsecured Claim of $1,863 for costs
      incurred postpetition through May 25, 2010.

  (b) Daramic Plant Site, Acton:  MassDEP will have an Allowed
      Administrative Expense Claim of $5,200 for costs incurred
      postpetition.

  (c) Cambridge Plant Site, Cambridge:  MassDEP will have an
      Allowed Administrative Expense Claim of $3,900 for costs
      incurred postpetition through May 25, 2010.

  (d) Knox Trail Site, Acton and Concord:  MassDEP agrees that
      no costs are outstanding and no amount will be allowed.

  (e) MMR Pipeline Site, Sandwich:  MassDEP will have an Allowed
      General Unsecured Claim of $8,543 for costs incurred
      prepetition.

  (f) Acton Superfund Site:  MassDEP will have (i) an Allowed
      Administrative Expense Claim of $81,337 for costs incurred
      postpetition through May 25, 2010, and (ii) an Allowed
      Administrative Expense Claim for 100% of all Unreimbursed
      response costs incurred by Claimant, if any, after May 25,
      2010.

  (g) Wells G & H Superfund Site, Woburn:  MassDEP will have (i)
      an Allowed General Unsecured Claim of $1,836 for costs
      incurred postpetition through May 25, 2010, (ii) an
      Allowed Administrative Expense Claim for 100% of all
      Unreimbursed response costs incurred by Claimant, if any,
      after May 25, 2010, related to the Debtor's Source Area,
      and (iii) an Allowed General Unsecured Claim for 25% of
      all Unreimbursed response costs incurred by Claimant
      related to the Central Area.

  (h) Blackburn & Union Privileges Superfund Site, Walpole:
      MassDEP will have (i) an Allowed General Unsecured Claim
      of $2,903 for costs incurred postpetition through May 25,
      2010, and (ii) an Allowed General Unsecured Claim for 50%
      of Unreimbursed response costs incurred by Claimant, if
      any, incurred after May 25, 2010.

At any time, including after the Effective Date of the Plan, the
Commonwealth may pursue enforcement actions or proceedings with
respect to claims and obligations of the Debtors in the
administrative or judicial tribunals in which the Commonwealth
could have pursued enforcement actions or proceedings if the
bankruptcy cases had never been commenced.

In the event that the Plan of Reorganization confirmed by the
Bankruptcy Court provides for payment of interest to holders of
Allowed General Unsecured Claims and Allowed Administrative
Expense Claims, with respect to those claims held by MassDEP,
interest will be calculated at the rate provided for and
compounded as provided for the holders of those claims under the
Plan, which for all amounts allowed under the stipulation will
begin to accrue on May 25, 2010, and will continue to accrue, for
the same duration as provided for other claims in accordance with
the terms of the Plan.  The total amount allowed in the
stipulation, pre-interest, is $105,582.

The Court will convene a hearing on February 14, 2011, at
9:00 a.m.  Objections are due January 28.


YRC WORLDWIDE: District Court Dismisses ABF Freight Lawsuit
-----------------------------------------------------------
YRC Worldwide Inc. announced the dismissal of the ABF Freight
System lawsuit.

The U.S. District Court ruled that ABF Freight System does not
have standing to sue YRC Worldwide Inc. and the union in court.
"From the moment the suit was filed we were extremely confident
it had no merit," said Mike Smid, president-YRC Inc. and chief
operations officer at YRC Worldwide.  "We are gratified that
after a thorough review of the facts the judge came to the same
conclusion and dismissed this case.  The agreement we negotiated
in good faith with the union was ratified by our employees who
have remained committed to our company, and our customers."

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The company's balance sheet for June 30, 2010, showed $2.8 billion
in total assets, $1.1 billion in total current liabilities, $913.4
million in long term debt, $146.2 million deferred income taxes,
$352.6 million pension and post retirement, $359.2 million claims
and other liabilities, $37,000 noncurrent liabilities, and
a $77.2 million stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on March 18, 2010,
KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.


ZUFFA LLC: S&P Raises Corporate Credit Rating to 'BB'
-----------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Las Vegas-based Zuffa LLC to 'BB' from 'BB-'.
The rating outlook is stable.

At the same time, S&P raised its issue-level rating on Zuffa's
existing senior secured credit facilities to 'BB' (at the same
level as the corporate credit rating on the company) from 'BB-'.
Additionally, S&P assigned its 'BB' issue-level and '4' recovery
ratings to the company's $25 million incremental revolving credit
facility, executed in November 2010.  The '4' recovery
rating?which also applies to the existing senior secured debt--
indicates S&P's expectation of average (30%-50%) recovery for
lenders in the event of a payment default.

"The upgrade reflects the company's strong operating trends,
improved profitability from international events, and good credit
measures," said Standard & Poor's credit analyst Michael Listner,
"which S&P believes could withstand some level of cash flow
volatility associated with its primarily event-driven business
model." More specifically, pay-per-view event revenues, which
represent nearly 75% of total revenues, have continued to increase
through the first nine months of 2010, largely attributable to the
company holding one additional event relative to the prior-year
period; higher pricing generally; and more favorable contract
terms with PPV providers, sponsors, and venues.  Profitability of
PPV events has also improved in recent quarters as the company has
generally held events at more profitable venues domestically and
favored international venues that accommodate live PPV
broadcasting to the U.S. Still, the rating reflects the potential
for revenue and EBITDA volatility given the event-driven business
model and variability in profit margins at differing venues.

The 'BB' rating also reflects the company's vulnerability to
changing consumer preferences, its susceptibility to variability
in discretionary spending, and management's aggressive financial
policy.  Additionally, although the company currently benefits
from a strong fan base, S&P believes that to sustain this
advantage, there is a continuous need to develop fighters that
appeal to the company's 18- to 34-year-old target demographic and
preserve the current regulatory acceptance of the sport.  Event
risks such as a fatal injury or a change to the rules and
regulations governing the sport and its legal status in particular
jurisdictions could have a meaningful impact to the company's
business model and long-term viability.  Still, these factors are
partially offset by S&P's belief that the company's strong EBITDA
margin and healthy cash flow conversion rate are sustainable over
the near-to-intermediate term as the company continues to grow and
benefit from its well-recognized Ultimate Fighting Championship
brand and strong market position.


* Company Can Decline Hire Over Bankruptcy, 3rd Circ. Rules
-----------------------------------------------------------
Bankruptcy Law360 reports that a federal appeals court has upheld
a ruling that a section of the U.S. Bankruptcy Code prohibiting
discrimination against current and former debtors did not bar a
company from declining to hire a man because he previously
declared bankruptcy.


* FDIC Sells 40% Stake in Failed Banks' CRE Loan Portfolios
-----------------------------------------------------------
The Federal Deposit Insurance Corporation on December 21 closed on
a sale of:

     -- a 40% equity interest in a newly formed limited liability
        company created to hold assets with an unpaid principal
        balance of roughly $137 million from five failed
        bank receiverships.  The winning bidder of the FDIC
        Multibank CRE Venture Loan and REO Structured Transaction
        2010-2, Western Pool is Colony Milestone Co-Investment
        Partners, L.P., Los Angeles, California, with a purchase
        price of roughly 60.10% of the unpaid principal
        balance.  The Cogsville Group, LLC, New York, N.Y., is
        minority-owned and partnered with Colony to establish the
        overall winning bidding structure for this transaction.

     -- a 40% equity interest in a newly-formed limited liability
        company created to hold assets with an unpaid principal
        balance of roughly $204 million from 12 failed bank
        receiverships.  The winning bidder of the FDIC Multibank
        CRE Venture Loan and REO Structured Transaction 2010-2,
        Northern Pool is ColFin Milestone North Funding, LLC, Los
        Angeles. with a purchase price of roughly 27.00% of
        the unpaid principal balance.  The Cogsville Group, LLC,
        New York, N.Y., is minority-owned and partnered with
        Colony to establish the overall winning bidding structure
        for this transaction.

     -- a 40% equity interest in a newly-formed limited liability
        company created to hold assets with an unpaid principal
        balance of roughly $279 million from nine failed
        bank receiverships. The winning bidder of the Western
        Residential Acquisition and Development pool of the 2010-2
        Multibank Structured Transaction is Cache Valley Bank,
        Logan, Utah, with a purchase price of roughly 22.22%
        of the unpaid principal balance.

As an equity participant in each of the transactions, the FDIC
will retain a 60% stake in each of the LLCs and share in the
returns on the assets.

                     5 Failed Banks' Portfolio

The FDIC offered 1:1 leverage financing to the LLC, which will
issue to the FDIC, as receiver, Purchase Money Notes in the
original principal amount of roughly $42.6 million.  The sale was
conducted on a competitive basis with the FDIC receiving bids for
either a 40% ownership interest or a 20% ownership interest in the
LLC.

The FDIC as receiver for the failed banks will convey to the LLC a
portfolio of roughly 198 distressed commercial real estate loans,
of which more than 38% are non-performing. Collectively, the loans
have an unpaid principal balance of roughly $137 million. Seventy-
eight percent of the collateral in the portfolio is located in
Utah. As the LLC's manager, Colony will manage, service, and
ultimately dispose of the LLC's assets.

The bid received from Colony has been determined to be the offer
that resulted in the greatest net return to the participating
receiverships. All of the loans were from banks that failed during
the past 15 months.

                    12 Failed Banks' Portfolio

The FDIC offered 1:1 leverage financing to the LLC, which will
issue to the FDIC Purchase Money Notes in the original principal
amount of roughly $28.5 million.  The sale was conducted on a
competitive basis with the FDIC receiving bids for either a 40%
ownership interest or a 20% ownership interest in the LLC.

The FDIC as receiver for the failed banks will convey to the LLC a
portfolio of roughly 557 distressed commercial real estate loans,
of which more than 50% are non-performing. Collectively, the loans
have an unpaid principal balance of roughly $204 million. Eighty-
two percent of the collateral in the portfolio is located in
Michigan. As the LLC's manager, Colony will manage, service, and
ultimately dispose of the LLC's assets.

The bid received from Colony has been determined to be the offer
that resulted in the greatest net return to the participating
receiverships. All of the loans were from banks that failed during
the past 20 months.

                     9 Failed Banks' Portfolio

The FDIC offered 1:1 leverage financing to the LLC, which will
issue to the FDIC a Purchase Money Note in the original principal
amount of $30.6 million. The sale was conducted on a competitive
basis with the FDIC receiving bids for either a 40% ownership
interest or a 20% ownership interest in the LLC.

The FDIC as receiver for the failed banks will convey to the LLC a
portfolio of roughly 761 distressed residential acquisition and
development loans, of which more than 50% are delinquent.
Collectively, the loans have an unpaid principal balance of
roughly $279 million. Eighty-one percent of the collateral in the
portfolio is located in Utah, Arizona, California, and Nevada. As
the LLC's managing equity owner, Cache Valley will manage,
service, and ultimately dispose of the LLC's assets.

The bid received from Cache Valley was determined to be the offer
that resulted in the greatest net return to the participating
receiverships. All of the loans were from banks that failed during
the past 14 months.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Jan. 26-28, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Distressed Investing Conference
        Aria Las Vegas
           Contact: http://www.turnaround.org/

Jan. 27-28, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colo.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 3-5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Caribbean Insolvency Symposium
        Westin Casuarina Resort & Spa, Grand Cayman Island
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 24-25, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 4, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Hyatt Regency Century Plaza, Los Angeles, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 7-9, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        Duberstein U.S. Courthouse, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - Florida
        Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     SUCL/ Alexander L. Paskay Seminar on
     Bankruptcy Law and Practice
        Marriott Tampa Waterside, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 17-19, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Byrne Judicial Clerkship Institute
        Pepperdine University School of Law, Malibu, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 27-29, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott, Chicago, IL
           Contact: http://www.turnaround.org/

May 5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - New York City
        Association of the Bar of the City of New York,
        New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        Hilton New York, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Dec. 13, 2010


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***