TCR_Public/101223.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, December 23, 2010, Vol. 14, No. 355

                            Headlines

ALFRED LI: Case Summary & 15 Largest Unsecured Creditors
ALLIANZ GLOBAL: Court Grants Formal Recognition of UK Proceedings
ALLIED DEFENSE: Gabelli Discloses 3.39% Equity Stake
ALLIED DEFENSE: Water Island Reports 8.369% Equity Stake
ALION SCIENCE: Incurs $3.34-Mil. Net Loss in Sept. 30 Quarter

AMERICANWEST BANCORP: All Directors Resign Following Bank Sale
AMR CORP: Form 10-Q Exhibit Treated as Confidential
AMERICAN INT'L: Fairholme Capital Discloses 31.6% Equity Stake
AMERICAN INT'L: Board to Decide on Preferred Bidder for Nan Shan
AMERICAN INT'L: Treasury Said to Sell Shares in 2 Offerings

AMERICAN MEDIA: Court Enters Order Confirming Prepackaged Plan
AMERICAN MEDIA: Court OKs Access to Cash Collateral Until Feb. 17
AMERICAN MEDIA: Wins Final Nod for Ordinary Course Professionals
AMERICAN MEDIA: Wins Nod to Honor Prepetition Customer Obligations
AMERIQUAL GROUP: Moody's Junks Corporate Family Rating From 'B3'

APPALACHIAN OIL: Plan of Liquidation Wins Court Approval
ARTECITY PARK: U.S. Trustee Unable to Form Creditors Committee
ARTECITY PARK: Plan Outline Hearing Continued Until January 20
ARTZ RIB: Files for Chapter 11 Bankruptcy Protection
ASIAN ART MUSEUM: Receives 30-Day Forbearance From JPMorgan

ATLANTIC BROADCASTING: Financial Woes Prompt Bankruptcy Filing
ATLANTIC BROADCASTING: Case Summary & 20 Largest Unsec Creditors
AUTO CENTER: Case Summary & 3 Largest Unsecured Creditors
BEAR CREEK: Court Dismisses Case for Lack of Means to Reorganize
BEEHIVE CREDIT: Falls Into Receivership, Texas C.U. Takes Over

BELL, CALIFORNIA: Needs Drastic Cuts in City Services, Audit Finds
BERNARD L MADOFF: Greenwich to Sue Fairfield for Breach
BIG CABIN: Case Summary & 2 Largest Unsecured Creditors
BIOFUEL ENERGY: Seeks Confidential Treatment of Exhibit
BIOLASE TECHNOLOGY: CFO Furry Does Not Own Any Securities

BLANCA LLC: Bankruptcy Court Dismisses Debtor's Chapter 11 Case
BLB WORLDWIDE: S&P Assigns 'B+' Corporate Credit Rating
BLOCKBUSTER INC: Not Hopelessly Insolvent, M. Rudd Asserts
BLOCKBUSTER INC: Proposes Deloitte as Valuation Advisor
BLUEGREEN CORP: Two Directors Elected by Shareholders

BLUEGREEN CORP: S&P Raises Corporate Credit Rating to 'B-'
BPP TEXAS: Owners of 22 Hotels Seek Chapter 11 Protection
BPP TEXAS: Case Summary & 20 Largest Unsecured Creditors
BRIDGEWATER CONDOMINIUMS: Case Summary & 2 Largest Unsec Creditors
CAESARS ENTERTAINMENT: Deregisters Non-Voting Shares for Plan

CAESARS ENTERTAINMENT: Registers 4.577MM Shares for Incentive Plan
CAPITAL HOME: Asks for Court Okay to Use Cash Collateral
CASTLEROCK ENTERPRISES: Voluntary Chapter 11 Case Summary
CELEBRITY RESORTS: Court Declares Son, Not Father, as Owner
CENTRAL TEXAS TRAILS: Texas High Ct. Remands Suit Over 2003 Crash

CFC MANAGEMENT: Inability to Refinance Loan Cues Bankruptcy Filing
CLAIM JUMPER: Gift Card Holders to get Money Back
CLIFFS AT INDIAN: Case Summary & Largest Unsecured Creditor
CNO FINANCIAL: Moody's Upgrades Ratings on Senior Loan to B1'
CNO FINANCIAL: S&P Raises Counterparty Credit Rating to 'B'

COLOR ALL: Case Summary & 20 Largest Unsecured Creditors
COLUMBIAN CHEMICALS: S&P Assigns 'BB-' Corporate Credit Rating
CONAGRA FOODS: Fitch Says Outlook Cuts Cue Increased Concern
CONNACHER OIL: Moody's Gives Stable Outlook, Keeps 'Caa1' Rating
CONVATEC HEALTHCARE: Moody's Assigns B2 Corporate; PR Corrected

CONVERGYS CORPORATION: Moody's Affirms 'Ba1' Corp. Family Rating
CORT JONES: Case Summary & 20 Largest Unsecured Creditors
CRYSTAL CATHEDRAL: Examiner Charged With Probing Compensation
CYNERGY DATA: Judge Approve Chapter 11 Liquidation Plan
DAVID DUNNE: Files Schedules of Assets and Liabilities

DAVROC LLC: Case Summary & 19 Largest Unsecured Creditors
DEE RANDALL: Case Summary & 5 Largest Unsecured Creditors
DELUXE ICE: Hearing on Key Bank's Cash Use Continued Until Jan. 18
DELUXE ICE: Creditors Have Until January 7 to File Proofs of Claim
DIABETES AMERICA: Voluntary Chapter 11 Case Summary

DISH NETWORK: Ergen Five-Year Owns 12.5 Million Class B Shares
DIVINE SQUARE: Asks for Court's Permission to Use Cash Collateral
DK AGGREGATES: Committee Wins Nod for Heller Draper as Counsel
DK AGGREGATES: Panel Can Retain Wheeler & Wheeler as Local Counsel
DK AGGREGATES: JL Holloway Replaced by DK Aggregates on Committee

DK AGGREGATES: Wants Plan Filing Period Extended Until March 9
DUBAI WORLD: Port Terminal Unit Has $1.5BB Deal with Citi
DYNEGY INC: Seneca to Rally Shareholders Against Icahn Deal
ELEPHANT TALK: Files Post-Effective Amendment to Form S-8
EMPIRE RESORTS: L. Capelli Reports 7.50% Equity Stake

ENERGAS RESOURCES: Incurs $80,371 Net Loss in October 31 Quarter
ERLINA AREVALO: Case Summary & 20 Largest Unsecured Creditors
FIRST ACCEPTANCE: A.M. Best Affirms 'B' Financial Strength Rating
FIRST DATA: Moody's Assigns 'Caa1' Ratings to $2 Bil. Senior Notes
FIRST OCCUPATIONAL: Organizational Meeting on Dec. 29

FONTAINEBLEAU LV: Files Privilege Logs With District Court
GARRISON ROAD: Grants Lift Stay to Secured Creditor
GARY PHILLIPS: Asks for Court's Permission to Use Cash Collateral
GEBO PROPERTIES: Case Summary & Largest Unsecured Creditor
GENERAL MOTORS: Firms Quote Prices of Default Swaps on New Debt

GENERAL MOTORS: GM Nova Scotia Has New GM Backing for Claims
GENERAL MOTORS: New GM Completes Purchase of $2.1 Bil. Pref. Stock
GENERAL MOTORS: New GM to Seal Letter of Intent With Leson
GENERICS INTERNATIONAL: Moody's Withdraws 'B3' Corp. Family Rating
GEO GROUP: S&P Puts 'BB-' Corporate Rating on CreditWatch Negative

GLOBAL DIVERSIFIED: Incurs $1.1 Mil. Net Loss in Oct. 31 Quarter
GREAT ATLANTIC & PACIFIC: Wins Interim OK to Pay Lottery Proceeds
GREAT ATLANTIC & PACIFIC: Wins Interim OK to Pay Sales & Use Taxes
GREAT ATLANTIC & PACIFIC: Wins Interim OK to Protect NOLs
GSC GROUP: Objects to Lenders' Request for a Chapter 11 Trustee

HARRIS COUNTY: Moody's Affirms 'Ba3' Senior Lien Rating
HARRISBURG, PA: Budget A Point Of Contention Days Before Vote
HAWKS PRAIRIE: Has Until March 15 to Sell 337-Acre Property
HAYES LEMMERZ: S&P Raises Corporate Credit Rating to 'B'
HILL COUNTRY: Sues Bank to Block Foreclosure of Shopping Center

HOMES TO GO: Case Summary & 17 Largest Unsecured Creditors
IHEALTH TECHNOLOGIES: Moody's Raises Corp. Family Rating to 'B1'
IK/S-BAR, LLC: Case Summary & 17 Largest Unsecured Creditors
INDIANTOWN COGENERATION: Fitch Affirms 'BB' Rating on Bonds
INNKEEPERS USA:  Court Issues Revised Decision on Lehman PSA

INOVA TECHNOLOGY: Incurs $380,000 Net Loss in October 31 Quarter
INTEGRATED FREIGHT: Seaside 88 Discloses 9.99% Equity Stake
INTEGRATED HEALTHCARE: K. Chaudhuri Discloses 77.55% Equity Stake
INTERNATIONAL COAL: Sets Pricing of 40-Mil. Shares Offering
INTERNATIONAL COAL: Files Form S-3ASR; May Sell Common Stock

INTERNATIONAL RECTIFIER: S&P Raises Corp. Credit Rating to 'BB-'
INTERTAPE POLYMER: Court Cuts Jury Award to $3 Million
JAMES SHANNON: District Court Rejects Interlocutory Appeal
JEMSEK CLINIC: Insurer's Misconduct Warrants Claim Dismissal
JERRY BARNETT: Court Orders Appointment of Chapter 11 Examiner

JERRY BARNETT: U.S. Trustee Unable to Form Creditors Committee
JERRY BARNETT: Wins Nod for Brian L. Budsberg PLLC as Counsel
JOURDAN RIVER: Regions Bank Guaranty Suit Sent to Arbitration
JOSEPH KWIATKOWSKI: Case Summary & 13 Largest Unsecured Creditors
JULIE GREEN: Case Summary & 15 Largest Unsecured Creditors

KENMORE REALTY: Case Summary & 20 Largest Unsecured Creditors
KENWILAGO GROUP: Case Summary & 4 Largest Unsecured Creditors
KIEBLER RECREATION: Plan Outline Hearing Set for January 4
KIMPEL'S JEWELRY: Court Won't Hear Claims v. Non-Debtor Defendants
KSJK FAMILY: Voluntary Chapter 11 Case Summary

LEON SUGAR: Owes $1.46 Million to Top 20 Creditors
LEHMAN BROTHERS: Court Issues Revised Decision on Lehman PSA
LEHMAN BROTHERS: LBI Gets May 9 Extension to Reject Leases
LEHMAN BROTHERS: Wants Lift Stay to Allow Northgate Payments
LODGENET ENTERTAINMENT: D. Shaw Discloses 5.5% Equity Stake

LPATH INC: Grants Pfizer Exclusive Option for iSONEP Development
LTAP US: Files for Chapter 11 Protection in Delaware
LTAP US: Case Summary & 7 Largest Unsecured Creditors
MAGNA ENTERTAINMENT: MID Files Business Acquisition Report
MALLORY-KOTZEN TIRE: Case Summary & 20 Largest Unsecured Creditors

MCCLATCHY CO: Lenders Cut Early Restrictions on Bond Retirement
MERUELO MADDUX: Equity Holders Want Charleston Plan to Go Forward
MESA AIR: Citicorp Assigns Claims to Refine Inc.
MGM RESORTS: Board Approves Amended Company Bylaws
MICHAEL PEEL: Voluntary Chapter 11 Case Summary

MICHAEL SCOTT CHANDLER: Estrange Wife Can Pursue Divorce Suit
MIDWEST PROPERTIES: Court Dismisses Chapter 11 Case
MIDWEST OIL: Court Dismisses Chapter 11 Case
MIG INC: To Settle Tax Fight, Gets Two Executives Out Of Jail
MOLECULAR INSIGHT: Looks to Secure $45 Million Equity Infusion

NATIONAL COAL: Delisted From NASDAQ Stock Market
NCI BUILDING: S&P Downgrades Corporate Credit Rating to 'B'
NET TALK.COM: Sept. 30 Balance Sheet Upside-Down by $7.09 Million
NH SIMPSON: Case Summary & 8 Largest Unsecured Creditors
NOVASTAR FINANCIAL: Neuberger Berman Group Has 10.2% Equity Stake

NOVELOS THERAPEUTICS: Xmark Opportunity Has 7.6% Equity Stake
NXT NUTRITIONALS: Withdraws S-1 Registration Statement
OAKS CONSTRUCTION: Debts of Project Prompts Bankruptcy Filing
OMNIA ALEXIS: Voluntary Chapter 11 Case Summary
OPTI CANADA: FMR LLC Discloses 2.5% Equity Stake

ORCHARD BRANDS: May File Prepack Bankruptcy as Soon as Dec. 30
PARTNERS MUTUAL: AM Best Cuts Financial Strength Rating to 'B'
PENINSULA GAMING: Moody's Reviews 'B1' Corporate Family Rating
PETROLEUM & FRANCHISE: Plan Confirmation Hearing Set for Jan. 12
PLATINUM ENERGY: Eight Nominees Elected to Board of Directors

PLAYLOGIC ENTERTAINMENT: Board Accepts Resignation of CEO
PRESERVE AT LINDSEY: Case Summary & 7 Largest Unsecured Creditors
PRIMUS GUARANTY: Moody's Downgrades Ratings on Senior Debt to 'B3'
RCG APARTMENTS: Case Summary & 19 Largest Unsecured Creditors
REFCO INC: Togut Segal Bills $136,180 for Feb.-Oct. Work

ROCK & REPUBLIC: Seeks to Sell Intellectual Property to VF Corp.
ROCK & REPUBLIC: Signs Asset Purchase Agreement with VF Corp
SANTA FE: Voluntary Chapter 11 Case Summary
SCOTT MEYROWITZ: Court Won't Hear Claims v. Non-Debtor Defendants
SHELBRAN INVESTMENTS: Case Summary & 9 Largest Unsecured Creditors

SIMON WORLDWIDE: B. Nugent Does Not Own Any Securities
SIMON WORLDWIDE: Overseas Toys Has 82.5% Equity Stake
SMART-TEK SOLUTIONS: B. Bonar Does Not Own Any Securities
STEPHEN PEEL: Voluntary Chapter 11 Case Summary
SYRACUSE RESORT: Filed for Bankruptcy to Block Seizure

T&M AVIATION: Has Green Light to Sell Chopper $50,000 Cash
TEGRANT CORP: S&P Puts 'CCC' Rating on CreditWatch Positive
TIGRENT INC: No Longer Target of Investigation by DOJ
TOUSA INC: Citicorp Wants Committee's Plan Outline Disapproved
TOWNSENDS INC: Organizational Meeting to Form Panel on Dec. 29

TWAIN CONDOMINIUMS: Files for Bankruptcy to Avoid Foreclosure
UNI-PIXEL INC: Morgan Stanley Discloses 1.2% Equity Stake
U.S. ACQUISITIONS: Case Summary & 7 Largest Unsecured Creditors
USEC INC: FMR LLC Discloses 5.419% Equity Stake
VISTA RIDGE: 10th Cir. BAP Grants Homeowners an Admin. Claim

VITAMIN SHOPPE: Moody's Raises Corporate Family Rating to 'B1'
WALNUT GARDENS: Case Summary & 13 Largest Unsecured Creditors
WASHINGTON MUTUAL: Shareholders Can't Make New Plan Arguments
WEST VIRGINIA NATIONAL: AM Best Cuts Issuer Credit Rating to BB
WISE METALS: S&P Withdraws 'CCC' Corporate Credit Rating

WORKFLOW MANAGEMENT: Obtains Final Approval to Use Cash Collateral
XODTEC LED: Barron Partners Discloses 4.1% Equity Stake
Z TRIM HOLDINGS: E. Smith Discloses 70.2% Equity Stake

* Municipal Investors Grow Pickier About Insurers' Fin'l Health
* Foreclosure Filings 2010 Show No Shortage of Foreclosed Homes

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                            *********

ALFRED LI: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------
Joint Debtors: Alfred Li
               Mary Li
               434 East Saxon Avenue
               San Gabriel, CA 91776

Bankruptcy Case No.: 10-64024

Chapter 11 Petition Date: December 20, 2010

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

Judge: Alan M. Ahart

Debtors' Counsel: Michael J. Jaurigue, Esq.
                  JAURIGUE LAW GROUP
                  411 N. Central Avenue, Suite 310
                  Glendale, CA 91203
                  Tel: (818) 432-3220
                  E-mail: michael@jauriguelaw.com

Estimated Assets: $0 to $50,000

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

A list of the Joint Debtors' 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-64024.pdf


ALLIANZ GLOBAL: Court Grants Formal Recognition of UK Proceedings
-----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has granted the petition of David McGuigan, in his
capacity as the duly appointed foreign representative of Allianz
Global Corporate & Specialty (France), Allianz IARD, Delvag
Luftfahrtversicherungs-AG and Nrnberger Allgemeine Versicherungs-
AG (collectively, the "Scheme Companies"), for recognition under
Chapter 15 of the Scheme Companies' jointly administered
adjustment of debt proceedings (the "English Proceedings") in the
High High Court of Justice of England and Wales, as "foreign
nonmain proceedings" pursuant to 11 U.S.C. Section 1502.

The Court further ordered that relief equivalent to that afforded
to a debtor in a foreign main proceeding pursuant to 11 U.S.C.
Section 1520 is granted as additional relief pursuant to 11 U.S.C.
Sections 1521(a) and (b) and is effective as to the Scheme
Companies.

Under Section 1521 of the Bankruptcy Code, a court is granted
discretion to grant other appropriate relief at the request of the
foreign representative, including in foreign nonmain proceedings
which, unlike foreign main proceedings, do not invoke Section
1520's automatic stay.

A complete text of the Court's order granting formal recognition
of David McGuigan as a "foreign representative" of the Scheme
Companies and the English proceedings as "foreign nonmain
proceedings" is available at no charge at:

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

As reported in the Troubled Company Reporter on October 4, 2010,
the aim of the schemes of arrangement between the Scheme Companies
is to finalize the run-off of the Scheme Companies' involvement in
the business underwritten for them by Camomile Underwriting
Agencies Limited.  The Scheme does not include any non-CUAL
business nor, for the avoidance of doubt, any business
underwritten for Sovereign Marine & General Insurance
Company Limited whether for the business they underwrote through
CUAL or otherwise.

The Scheme Manager can be contacted at:

     David McGuigan
     CUAL Scheme Manager
     PO Box 683, Redhill, RH1 9BY
     United Kingdom
     Fax: +44 (0)207 626 7937
     E-mail: dmcguigan@limbo.eu

The Chapter 15 petitioner's counsel can be contacted at:

     Lee S. Attanasio, Esq.
     Alex R. Rovira, Esq.
     Debra W. Minoff, Esq.
     SIDLEY AUSTIN LLP
     787 Seventh Avenue
     New York, NY 10019
     Tel: (212) 839-5300

David McGuigan, the foreign representative for Allianz Global
Corporate & Specialty (France), Allianz IARD, Delvag
Luftfahrversicherungs-AG and Nurnberger Allgemeine Versicherungs-
AG, filed Chapter 15 petitions (Bankr. S.D.N.Y. Case Nos. 10-14990
through 10-14993) on Sept. 22, 2010.


ALLIED DEFENSE: Gabelli Discloses 3.39% Equity Stake
----------------------------------------------------
In a Schedule 13D filing with the Securities and Exchange
Commission on December 13, 2010, Gabelli Securities Inc.,
disclosed it beneficially owns 279,048 shares of common stock of
The Allied Defense Group, Inc., representing 3.39% of the shares
outstanding.  Gabelli Funds beneficially owns 75,000 shares of
common stock, representing 0.91% equity stake.

Alliance Defense had 8,235,193 shares of the class outstanding as
reported in the its Form 10-Q for the quarterly period ended
September 30, 2010.

The previous Schedule 13D identified GAMCO Investors, Inc.,
("GBL") as beneficially owning 66,199 shares, representing 0.80%
of the shares outstanding.  On Dec. 9, 2010, GBL amended an
investment management contract with an unaffiliated investment
advisor which requires GBL to provide 90 days written notice to
terminate the advisory contract.

Mario Gabelli is deemed to have beneficial ownership of the
Securities owned beneficially by each of the reporting Gaelli
entities.  GSI is deemed to have beneficial ownership of the
Securities owned beneficially by Gabelli & Company.  GBL and GGCP,
Inc. are deemed to have beneficial ownership of the Securities
owned beneficially by each of the foregoing persons other than
Mario Gabelli and the Foundation.

                  About The Allied Defense Group

Vienna, Va.-based The Allied Defense Group, Inc. (OTCQB: ADGI)
-- http://www.allieddefensegroup.com/-- is a multinational
defense business focused on the manufacture and sale of ammunition
and ammunition related products for use by the U.S. and foreign
governments.  Allied's business is conducted by its two wholly
owned subsidiaries: Mecar S.A. ("Mecar") and Mecar USA, Inc.
("Mecar USA").  Mecar is located in Nivelles, Belgium and Mecar
USA is located in Marshall, Texas.  Corporate is located in
Vienna, Virginia.

The Company's balance sheet at Sept. 30, 2010, showed
$50.99 million in total assets, $5.33 million in total
liabilities, and stockholders' equity of $45.65 million.

The Company received a subpoena from the U.S. Department of
Justice on January 19, 2010, requesting that the Company produce
documents relating to its dealings with foreign governments.  The
Company said it is unlikely that any distributions to stockholders
will be made until the matters relating to the DOJ subpoena have
been resolved.  The period of time required to resolve these
matters is expected to take in excess of one year.

                          *     *     *

As reported in the Troubled Company Reporter on April 16, 2010,
BDO Seidman LLP, in Bethesda, Md., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses from operations.  Also,
the Company has been unable to obtain long-term and short-term
financing necessary to support its operations.


ALLIED DEFENSE: Water Island Reports 8.369% Equity Stake
--------------------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission on December 10, 2010, Water Island Capital, LLC
disclosed that it beneficially owns 689,203 shares of Allied
Defense Group Inc. common stock representing 8.369% of the shares
outstanding.  The number of shares of the Company's Common Stock
outstanding as of November 12, 2010, was 8,235,193.

                  About The Allied Defense Group

Vienna, Va.-based The Allied Defense Group, Inc. (OTCQB: ADGI)
-- http://www.allieddefensegroup.com/-- is a multinational
defense business focused on the manufacture and sale of ammunition
and ammunition related products for use by the U.S. and foreign
governments.  Allied's business is conducted by its two wholly
owned subsidiaries: Mecar S.A. ("Mecar") and Mecar USA, Inc.
("Mecar USA").  Mecar is located in Nivelles, Belgium and Mecar
USA is located in Marshall, Texas.  Corporate is located in
Vienna, Virginia.

The Company's balance sheet at Sept. 30, 2010, showed
$50.99 million in total assets, $5.33 million in total
liabilities, and stockholders' equity of $45.65 million.

The Company received a subpoena from the U.S. Department of
Justice on January 19, 2010, requesting that the Company produce
documents relating to its dealings with foreign governments.  The
Company said it is unlikely that any distributions to stockholders
will be made until the matters relating to the DOJ subpoena have
been resolved.  The period of time required to resolve these
matters is expected to take in excess of one year.

                          *     *     *

As reported in the Troubled Company Reporter on April 16, 2010,
BDO Seidman LLP, in Bethesda, Md., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses from operations.  Also,
the Company has been unable to obtain long-term and short-term
financing necessary to support its operations.


ALION SCIENCE: Incurs $3.34-Mil. Net Loss in Sept. 30 Quarter
-------------------------------------------------------------
Alion Science and Technology Corporation hosted a conference call
on December 21, 2010 at 10:00 a.m. ET / 7:00 a.m. PT to discuss
financial results for Alion's fiscal year 2010.  This call is
being provided for and is limited to investors in Alion's debt.

Alion Science said it was disclosing certain non-public
information:

   -- Consolidated EBITDA for the 12-month period ended Sept. 30,
      2010, was approximately $63.9 million, and for the three
      month period ended September 30, 2010, was $22.0 million;
      and

   -- The Company incurred a net loss of $3.34 million for the
      three months ended Sept. 30, 2010, and $15.23 million for 12
      months ended Sept. 30, 2010.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?7155

                        About Alion Science

Alion Science and Technology Corporation, based in McLean, VA, is
an employee-owned company that provides scientific research,
development, and engineering services related to national defense,
homeland security, and energy and environmental analysis.
Particular areas of expertise include communications, wireless
technology, netcentric warfare, modeling and simulation, chemical
and biological warfare, program management.

The Company's balance sheet at June 30, 2010, showed
$643.59 million in total assets, $156.97 million in total current
liabilities, $272.09 million in senior secured notes,
$245.90 million in senior unsecured notes, $5.08 million in
accrued compensation, $752,000 in accrued postretirement benefits
obligations, $7.87 million in non-current portion of lease
obligations, $35.61 million in deferred income taxes, $151.37
million in redeemable common stock, $20.78 million in common stock
warrants, a $238,000 accumulated other comprehensive loss and an
accumulated deficit of $252.62 million.

                           *     *     *

Alion carries 'Caa3' corporate family and probability of default
ratings from Moody's.  Alion carries a 'B-' corporate credit
rating from Standard & Poor's.

Moody's said in March 2010, "The Caa1 corporate family rating
would balance the continued high leverage against a promising
business backlog that could sustain the good 2009 revenue growth
rate, though credit challenges would remain pronounced."


AMERICANWEST BANCORP: All Directors Resign Following Bank Sale
--------------------------------------------------------------
As reported in the Troubled Company Reporter on December 21, 2010,
AmericanWest Bancorporation completed the sale of all
outstanding shares of its wholly-owned subsidiary, AmericanWest
Bank, to a wholly owned subsidiary of SKBHC Holdings LLC, in a
transaction that was previously approved by the U.S. Bankruptcy
Court for the Eastern District of Washington.  SKBHC has informed
the Company that, as previously agreed, it also contributed an
additional $185 million of new capital to the Bank.

The Company received total cash consideration of $6.5 million for
the sale, including $850,000 of debtor-in-possession financing
previously provided by SKBHC.  The primary remaining activity of
the Company will be the winding up of its affairs and the
distribution of its assets.

On December 20, 2010, immediately upon the closing of the sale of
the Bank, all of its directors resigned from the board of
directors of the Bank: J. Frank Armijo, Kay C. Carnes, Craig D.
Eerkes, Patrick J. Rusnak, Donald H. Swartz II and P. Mike Taylor.

               About AmericanWest Bancorporation

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

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

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

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



AMR CORP: Form 10-Q Exhibit Treated as Confidential
---------------------------------------------------
AMR Corporation submitted an application under Rule 24b-2
requesting  confidential treatment for information it excluded
from the Exhibits to a Form 10-Q filed on July 21, 2010, as
amended on December 9, 2010.

Based on representations by AMR Corporation that this information
qualifies as confidential commercial or financial information
under the Freedom of Information Act, 5 U.S.C. 552(b)(4), the
Division of Corporation Finance has determined not to publicly
disclose it.

Accordingly, excluded information from the following exhibits will
not be released to the public for the time periods specified:

            Exhibit 10.1      through January 1, 2019
            Exhibit 10.2      through January 1, 2019

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

The Company's balance sheet at Sept. 30, 2010, showed
$25.36 billion in total assets, $8.94 billion in total
liabilities, $9.01 in billion of long-term debts, $503.0 million
in obligations under capital lease, $7.41 billion pension and
post-retirement benefits, $3.14 billion in other liabilities, and
a stockholder's deficit of $3.64 billion.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

Standard & Poor's Ratings Services said it has revised its outlook
on AMR Corp. and its major operating subsidiary, American Airlines
Inc., to stable from negative, based on AMR's improved operating
performance, which has bolstered credit quality.  S&P also
affirmed its 'B-' corporate credit rating and most issue ratings
on the two companies and lowered selected ratings on American's
enhanced equipment trust certificates.


AMERICAN INT'L: Fairholme Capital Discloses 31.6% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on December 14, 2010, Fairholme Capital Management, LLC
disclosed that it beneficially owns 44,294,324 shares of American
International Group, Inc., common stock representing 31.6% of the
shares outstanding.  Bruce R. Berkowitz also owns 44,294,324 while
Fairholme Funds, Inc. owns 40,432,939 or 28.9%.

As of October 29, 2010, there were 135,143,176 shares outstanding
of the Company's common stock.

                             About AIG

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

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

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


AMERICAN INT'L: Board to Decide on Preferred Bidder for Nan Shan
----------------------------------------------------------------
Alison Tudor and Joann S. Lublin, writing for The Wall Street
Journal, report that directors of American International Group
Inc. are expected to confer Thursday to try to agree on a
preferred bidder for its Taiwan business, Nan Shan Life Insurance
Co., according to people familiar with the situation.  That choice
likely will be announced next week, the people said.

One of the sources told the Journal that after a decision on a
bidder is made, AIG would seek approval from the Financial
Supervisory Commission, Taiwan's financial watchdog, by telling
regulators: "This is a deal. Please approve."

The Journal relates people familiar with the matter said a number
of firms are in the running as bidders, including Fubon Financial
Holding Co., Cathay Financial Holding Co., Chinatrust Financial
Holding Co. and Ruentex Group.  Ruentex has offered the most,
sources said, but it doesn't mean Ruentex will prevail.

"It will be a balancing act between the best proceeds and the best
assurance of closing," since the preferred bidder must get a go-
ahead from the FSC, one of the people said, according ot the
Journal.

The Journal also relates AIG Chief Executive Robert Benmosche
visited the FSC's offices on Dec. 15.  According to the report,
the FSC has said its five conditions for a buyer are: a promise to
look after policyholders and staff, sound financing for the deal,
insurance experience, long-term commitment and ability to meet
future funding needs.

The Journal relates the FSC didn't reply to a request for comment
Wednesday. Cathay, Chinatrust and Ruentex have confirmed they are
bidding for Nan Shan. Fubon hasn't commented.  A spokesman for AIG
declined to comment.

Earlier this year, AIG attempted to sell Nan Shan for
$2.15 billion to a consortium of two Hong Kong-based buyers,
private-equity firm Primus Financial Holdings Ltd. and China
Strategic Holdings Ltd.  However, the FSC rejected the sale in
August over concerns about the acquirers' financial strength and
commitment to Nan Shan.


AMERICAN INT'L: Treasury Said to Sell Shares in 2 Offerings
-----------------------------------------------------------
Reuters' Paritosh Bansal in New York and David Lawder in
Washington report that the Treasury Department plans to sell a
large piece of its stake in American International Group in two
stock offerings next year and sell any remaining stock in AIG in
2012, officials briefed on the situation said.

The U.S. government will own 92.1% of AIG after a recapitalization
plan closes by the end of first quarter, and perhaps as soon as
December 31.

Sources told Reuters the Treasury plans to sell about one-fifth of
AIG in the first offering, which is expected in the first half of
2011 and perhaps as soon as March.  The sources said AIG and the
Treasury would sell stock in that offering, which could exceed
$10 billion, sources have said.  That would place it among the
largest secondary share offerings in history, Reuters notes.

Reuters relates the stock sale will help the government make a
profit on the $182.3 billion it loaned AIG if the offering is
roughly $30 per share or higher.  The Treasury's stake is worth
about $90 billion at the current share price.  It spent
$49.1 billion for that stake.

The Troubled Company Reporter reported AIG's entry into a Master
Transaction Agreement regarding the Recapitalization Plan on
December 9, 2010.  Among other things, AIG will repay to the FRBNY
in cash all amounts owing under the FRBNY Credit Facility, and the
FRBNY Credit Facility will be terminated.  As of September 30,
2010, the total repayment amount under the FRBNY Credit Facility
was roughly $20 billion.  The funds for repayment are to come from
the net cash proceeds from the sale in the initial public offering
of 67% of AIA Group Limited ordinary shares and the sale of
American Life Insurance Company, which closed on October 29, 2010
and November 1, 2010, respectively.  The Plan will also involve
the sale of AIG securities held by the Treasury.

The Wall Street Journal's Serena Ng and Erik Holm reported that
people familiar with the matter said the Treasury is aiming to
sell at least $15 billion of its shares in AIG in the first of a
series of stock offerings starting in the first quarter of 2011.
The Journal noted that executing the share sales, which are
expected to total over $60 billion over two years, will involve a
careful balancing act that aims to disentangle the government from
the company without destabilizing it. While Treasury wants to exit
its ownership as quickly as possible, it doesn't want to get in
the way if AIG needs to buttress its capital position or that of
its insurance subsidiaries by selling shares.

The Journal also noted the government will essentially be able to
dictate the terms and frequency of AIG share sales until U.S.
ownership drops below 33%.  AIG can sell up to $3 billion in new
shares before mid-August next year, money that will be used to
replace a liquidity facility from Treasury.  AIG will have to seek
Treasury's approval if it wants to raise more money.

According to the Journal, people familiar with the matter said AIG
is likely to sell $2 billion to $3 billion in new shares alongside
Treasury's first offering of its AIG shares next year.  The actual
size of the total offering will depend on investor demand for
AIG's stock, which will be gauged in the coming months after the
company kicks off presentations to prepare for the sales, the
people said.

A full-text copy of AIG's Form 8-K filed with the Securities and
Exchange Commission outlining the Master Transaction Agreement is
available at http://is.gd/iqdu6

                             About AIG

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

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

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


AMERICAN MEDIA: Court Enters Order Confirming Prepackaged Plan
--------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York confirmed American Media Inc. and its debtor
affiliates' Amended Joint Prepackaged Plan of Reorganization on
December 20, 2010, clearing the way for the Debtors to emerge from
Chapter 11 reorganization by the end of 2010.  The confirmed Plan
of Reorganization will strengthen the Debtors' capital structure,
significantly de-lever its balance sheet and improve its already
strong cash flow and cash on hand, the Company said in a press
release.

Judge Glenn held that the Plan complies with all applicable
provisions of Section 1129 of the Bankruptcy Code.  Specifically,
Judge Glenn ruled that:

(1) The Plan complies with all applicable provisions of Section
     1129(a)(1), including Sections 1122 and 1123 in that:

   * Each Class of Claims and Interests contains only Claims or
     Interests that are substantially similar to the other
     Claims or Interests within that Class, and thus satisfies
     the requirements of Sections 1122(a), 1122(b) and 1123(a)
     (1).

   * Section 3 of the Plan specifies that Classes 1, 3, 4, and 8
     are unimpaired.  Additionally, Section 2 of the Plan
     specifies that Administrative Claims and Priority Tax
     Claims are unimpaired, although these Claims are not
     classified under the Plan.  Accordingly, the requirements
     of Section 1123(a)(2) have been satisfied.

   * The Plan specifies in Section 3 that Classes 2, 5, 6, 7, 9
     and 10 are impaired and sets forth the treatment of the
     impaired Classes in Section 4 of the Plan, thereby
     satisfying Section 1123(a)(3).

   * Section 4 of the Plan provides for the same treatment for
     each Claim or Interest in each respective Class unless the
     Holder of a particular Claim or Interest has agreed to a
     less favorable treatment of that Claim or Interest.
     Accordingly, the Plan satisfies Section 1123(a)(4).

   * Section 5 of the Plan and various other provisions of the
     Plan specifically provide in detail adequate and proper
     means for implementation of the Plan including, but not
     limited to: (i) the distribution of New Second Lien
     Financing; (ii) the offer by the Backstop Parties to
     purchase New Second Lien Notes; (iii) the issuance of New
     Common Stock; (iv) the cancellation of existing securities
     and agreements; (v) the entry into a Stockholders Agreement
     by the Reorganized Debtors and the parties that receive New
     Common Stock under the Plan; (vi) the cancellation of
     liens; and (vii) the substantive consolidation of the
     Debtors' estates.  In addition, Section 5 of the Plan
     provides for the establishment of an Equity Incentive Plan,
     a Director Severance Plan and an Emergence Incentive Plan.
     Moreover, the Reorganized Debtors will have, immediately
     upon the Effective Date, sufficient Cash to make all
     payments required to be made on the Effective Date pursuant
     to the terms of the Plan.  Accordingly, the requirements of
     Section 1123(a)(5) have been satisfied.

   * The Plan satisfies Section 1123(a)(6).  Section 5.2 of the
     Plan provides that the organizational documents of each
     Reorganized Debtor will be amended as necessary to satisfy
     the provisions of the Plan and the Bankruptcy Code,
     including section 1123(a)(6).  The Restated Certificates of
     Incorporation provide that the Reorganized Debtors will not
     issue any non-voting equity securities to the extent
     required by Section 1123(a)(6).

   * The identity and affiliations of the members of the New
     Boards as of the Effective Date are listed in the Plan
     Supplement as filed on December 15, 2010.  The Restated
     Certificates of Incorporation of Reorganized AMI and each
     of the Reorganized Debtors describe the manner of the
     selection of additional members of the New Boards following
     the Effective Date.  Section 5 of the Plan describes the
     manner of selection of officers and directors for the
     Reorganized Debtors.  The selection of the initial
     directors and officers of the Reorganized Debtors was, is
     and will be consistent with the interests of Holders of
     Claims and Interests and public policy.  Accordingly, the
     requirements of Section 1123(a)(7) have been satisfied.

(2) The Debtors have complied with the applicable provisions of
     the Bankruptcy Code, the Bankruptcy Rules, the Scheduling
     Order, and other orders of the Court, thereby satisfying
     Section 1129(a)(2).  In particular, the Debtors are properly
     debtors under Section 109.  The Debtors are proper
     proponents of the Plan pursuant to Section 1121(a).

(3) The Debtors have proposed the Plan in good faith, for proper
     purposes and not by any means forbidden by law, thereby
     satisfying Section 1129(a)(3).  The Chapter 11 cases were
     filed, and the Plan and all modifications were proposed,
     with the legitimate and honest purpose of reorganizing and
     maximizing the value of the Debtors and the recovery to
     claimholders.

(4) Pursuant to Section 2.2, professionals are required to file
     their final fee applications with the Court no later than 45
     days after the Effective Date.  These applications remain
     subject to Court approval under the standards established by
     the Bankruptcy Code, including the requirements of Sections
     327, 328, 330, 331, 503(b) and 1103, as applicable.  Section
     11(h) of the Plan provides that the Court will retain
     jurisdiction after the Effective Date to hear and determine
     all applications for allowance of compensation or
     reimbursement of expenses authorized pursuant to the
     Bankruptcy Code or the Plan, including requests by
     professionals.  Accordingly, the Plan fully complies with
     the requirements of Section 1129(a)(4).

(5) The Plan complies with the requirements of Section
     1129(a)(5) because, in the Disclosure Statement, the Plan
     and the Plan Supplement, the Debtors have disclosed: (a) the
     identity and affiliations of each proposed director, each
     proposed officer and the manner in which additional officers
     and directors of the Reorganized Debtors will be chosen
     following confirmation; and (b) the identity and nature of
     any compensation for any insider who will be employed or
     retained by the Reorganized Debtors.  The method of
     appointment of directors and officers of the Reorganized
     Debtors was, is and will be consistent with the interests of
     Holders of Claims and Interests and public policy.  The
     compensation for the proposed officers of the Reorganized
     Debtors is disclosed on pages 107-109 of the Offering
     Memorandum for the $385,000,000 11-1/2% First Lien Senior
     Secured Notes Due 2017.

(6) The Plan does not contain any rate changes subject to the
     jurisdiction of any governmental regulatory commission and
     therefore will not require governmental regulatory
     approval.  Therefore, Section 1129(a)(6) is inapplicable to
     the Chapter 11 cases.

(7) The liquidation analysis, the declaration submitted by
     Christopher Polimeni, executive vice president for finance
     and planning, chief financial officer and treasurer of
     American Media, Inc., Zul Jamal, senior vice president at
     Moelis & Company LLC, and other evidence proffered or
     adduced at the Confirmation Hearing (i) are reasonable,
     persuasive and credible, (ii) are based on reasonable and
     sound assumptions, (iii) have not been controverted by other
     evidence, (iv) provide a reasonable estimate of the
     liquidation values of the Debtors in the event the Debtors
     were liquidated under Chapter 7 of the Bankruptcy Code, and
     (v) establish that each Holder of a Claim or Interest in an
     impaired Class that has not accepted the Plan will receive
     or retain under the Plan, on account of that Claim or
     Interest, property of a value, as of the Effective Date,
     that is not less than the amount that Holder would receive
     if the Debtors were liquidated under Chapter 7 on that date.
     Therefore, the Plan satisfies Section 1129(a)(7).

(8) Classes 1, 3, 4 and 8 are unimpaired by the Plan and
     therefore, under Section 1126(f), those Classes are
     conclusively presumed to have accepted the Plan.  Class 9,
     Intercompany Claims, is impaired but deemed to have accepted
     the Plan because the Debtors, at their discretion, may
     adjust, continue or discharge Intercompany Claims pursuant
     to the Plan.  Classes 2, 5, 6 and 7 were entitled to vote on
     the Plan and Classes 2, 5 and 6 voted to accept the Plan.
     Accordingly, Section 1129(a)(8) has been satisfied with
     respect to Classes 1-6, 8 and 9.  Class 7 rejected the Plan
     and Class 10 is deemed to reject the Plan pursuant to
     Section 1126(g), but, as found in section (xiv), the Plan is
     confirmable under Section 1129(b) notwithstanding the
     rejections by those Classes.  Therefore, Section 1129(a)(8)
     has not been satisfied with respect to these Classes.

(9) The treatment of Administrative Claims and Priority Non-Tax
     Claims under the Plan satisfies the requirements of
     Sections 1129(a)(9)(A) and (B), and the treatment of
     Priority Tax Claims under the Plan satisfies the
     requirements of Section 1129(a)(9)(C).

(10) As set forth in the Voting Certification, at least one
     impaired Class of Claims voted to accept the Plan.
     Specifically, Holders of Claims in Classes 2, 5 and 6 voted
     to accept the Plan.  Thus, there is at least one Class of
     Claims that is impaired under the Plan that has accepted the
     Plan, determined without including any acceptance of the
     Plan by any insider.  Accordingly, the requirements of
     Section 1129(a)(10) have been satisfied.

(11) The Plan satisfies Section 1129(a)(11).  The Plan does not
     provide for the liquidation of all or substantially all of
     the property of the Debtors.  The financial projections in
     the Disclosure Statement, the accompanying declarations, and
     the evidence proffered or adduced at the Confirmation
     Hearing: (a) are reasonable, persuasive, credible and
     accurate as of the dates those analysis or evidence was
     prepared, presented or proffered; (b) utilize reasonable and
     appropriate methodologies and assumptions; (c) have not been
     controverted by other evidence; (d) establish that the Plan
     is feasible and Confirmation of the Plan is not likely to be
     followed by the liquidation, or the need for further
     financial reorganization, of the Reorganized Debtors or any
     successor to the Reorganized Debtors under the Plan except
     as provided in the Plan; and (e) establish that the
     Reorganized Debtors will have sufficient funds available to
     meet their obligations under the Plan.  Accordingly, the
     requirements of Section 1129(a)(11) have been satisfied.

(12) The Debtors have paid or will pay by the Effective Date fees
     payable under 28 U.S.C. Section 1930.  On and after the
     Effective Date, the Reorganized Debtors will pay the
     applicable U.S. Trustee fees for each of the Reorganized
     Debtors when due in the ordinary course until the Court
     enters a final decree in the Reorganized Debtor's Chapter 11
     case.  Accordingly, the requirements of Section 1129(a)(12)
     have been satisfied.

(13) Section 1129(a)(13) requires a plan to provide for "retiree
     benefits" at levels established pursuant to Section 1114 of
     the Bankruptcy Code.  Section 8.5 of the Plan provides that
     all employee compensation and benefit plans entered into
     before or after the Petition Date and not since terminated
     will be deemed to be, and will be treated as if they were,
     executory contracts to be assumed pursuant to the Plan.  The
     Debtors' obligations under those plans and programs will
     survive confirmation of the Plan.  Accordingly, the
     requirements of Section 1129(a)(13) have been satisfied.

(14) The Plan Debtors are not required by a judicial or
     administrative order, or by statute, to pay a domestic
     support obligation.  Thus, Section 1129(a)(14) is
     inapplicable in the Debtors' Chapter 11 cases.

(15) The Plan Debtors are not individuals, and thus, Section
     1129(a)(15) in the Debtors' Chapter 11 cases.

(16) The Plan Debtors are each moneyed, business, or commercial
     corporations, and thus, Section 1129(a)(16) is inapplicable
     in the Debtors' Chapter 11 cases.

Judge Glenn's main concern during the December 21 combined hearing
was that the Plan was not specific enough about fees to be paid to
lawyers representing the committee of creditors with unsecured
claims, according to Bloomberg News.  "I don't write blank
checks," Bloomberg quoted the judge as saying.  "I will not
confirm the plan unless it's agreed on the record by you and the
committee's counsel that payment for fees and expenses is subject
to review by the court."

The Debtors' counsel, Ira Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld LLP, in New York, conferred with the committee's
attorney and told the judge the language of the plan would be
amended to allay his concern, Bloomberg related.

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

               Amended Prepackaged Chap. 11 Plan

The confirmed Plan was the version delivered by the Debtors to the
Court on December 15.  The revised Plan included technical
amendments.

Mr. Dizengoff related to the Court that since the filing of the
Chapter 11 case, the Debtors have received comments on the Plan
from the Office of the U.S. Trustee for the Southern District of
New York, counsel to the Official Committee of Unsecured
Creditors, counsel to the Administrative Agent, counsel to certain
indenture trustees for the Debtors' prepetition note issuances and
counterparties to certain prepetition litigation.  To address
these comments and concerns, the Debtors filed an Amended Joint
Prepackaged Plan.  Mr. Dizengoff believes that the changes
constitute a non-material modification, and thus the Plan as
amended does not require additional disclosure pursuant to Section
1127(a) of the Bankruptcy Code, or the resolicitation of votes
under Section 1126 of the Bankruptcy Code.

The Debtors, in Section 10.3 of the Amended Plan, clarified that
the Plan will not discharge any claims that have been alleged or
could be alleged in the litigation in the U.S. District Court for
the Southern District of New York captioned Anderson News, LLC, et
al,. v. American Media, Inc., et al., Case No. 09-Civ.-2227 (PAC)
and the appeal of the August 2, 2010 order dismissing that action,
currently pending in the U.S. Court of Appeals for the Second
Circuit.

Section 10.8 of the Amended Plan provides for releases of certain
Claims against non-Debtors in consideration of services provides
to the estates and investments made by the non-Debtor Released
Parties.  The non-Debtor Released Parties are:

    (i) any direct or indirect shareholders of the Debtors;

   (ii) the current and former directors, officers, employees,
        professional advisors, sub-advisors, managers, affiliated
        management companies and managing and executive directors
        of the Debtors;

  (iii) members of the committee;

   (iv) the Indenture Trustees;

    (v) the Term Facility Lenders, the Revolver Lenders, the
        Administrative Agent, the collateral agent and other
        agents under the 2009 Credit Agreement;

   (vi) the New First Lien Notes Holders, the indenture trustee,
        the escrow agent and the collateral agent under the New
        First Lien Indenture;

  (vii) the New Second Lien Notes Holders, the indenture trustee,
        the escrow agent and the collateral agent under the New
        Second Lien Indenture;

(viii) the New Revolver Facility Lenders and the New Revolver
        Facility administrative agent;

   (ix) the Backstop Parties;

    (x) the Holders of the New PIK Notes and the indenture trustee
        under the New PIK Notes, if any;

   (xi) the Holders of New Common Stock; and

  (xii) the Holders of the New Preferred Stock, if any; and

(xiii) each of the respective directors, officers, partners,
        members, representatives, employees and professional
        advisors of those Persons in clauses (i) through (xii).

To the extent permitted by applicable law, the releases are given
by the Debtors and all Holders of Claims and Interests against the
Debtors.  The released Claims are any and all Claims or causes of
action, including without limitation those in connection with,
related to, or arising out of the Chapter 11 cases.

Clean and redlined copies of the December 15 version of the Plan
are available for free at:

          http://bankrupt.com/misc/AMI_AmPlan1215.pdf
          http://bankrupt.com/misc/AMI_AmPlan1215red.pdf

The Debtors also delivered to the Court on December 15 a
supplement documents to their Amended Plan, including:

-- New First Lien Indenture

-- New Second Lien Indenture

-- Purchase Agreement for New First Lien Notes

-- Registration Rights Agreement for New First Lien Notes

-- Registration Rights Agreement for New Second Lien Notes

-- Escrow Agreement for New First Lien Notes

-- Intercreditor Agreement Among Reorganized Debtors,
    Collateral Agent for the New Revolver Facility Lenders,
    Trustee and Collateral Agent for New First Lien
    Note Holders, and Trustee and Collateral Agent for New
    Second Lien Note Holders

-- Intercreditor Agreement Among Reorganized Debtors,
    Collateral Agent for New Revolver Facility Lenders, and
    Trustee and Collateral Agent for New First Lien Note Holders

-- Stockholders' Agreement

-- Restated Bylaws

-- Restated Certificates of Incorporation

-- Equity Incentive Plan

-- Director Severance Plan

-- Emergence Incentive Plan

-- Identity of members of the New Boards and the initial
    officers of the Reorganized Debtors

-- New Revolver Credit Facility Credit Agreement

Full-text copies of the Plan Supplement Documents are available
for free at http://bankrupt.com/misc/AMI_PlanSupp1215.pdf

Mr. Polimeni, in his declaration, stated that he believes the
Disclosure Statement contains adequate information within the
meaning of Section 1125(a) of the Bankruptcy Code.  In a separate
declaration, Mr. Jamal told the Court that the Liquidation
Analysis and Valuation Analysis reflect that the Plan is in the
best interest of the Debtors' creditors.  Mr. Jamal believes that
substantive consolidation will promote efficiency and decrease
costs in the implementation of the Plan, and therefore benefits
all creditors.

The Debtors delivered to the Court, on December 17, a memorandum
of law in support of the proposed order approving their Disclosure
Statement.  A full-text copy of the Memorandum is available for
free at http://bankrupt.com/misc/AMI_MemoPlan1217.pdf

                 Disclosure Statement Approval

Judge Glenn also approved the Disclosure Statement accompanying
the Prepackaged Plan as containing adequate information as that
term is defined in Section 1125(a) of the Bankruptcy Code.

All objections and all reservations of rights that have not been
withdrawn, waived or settled pertaining to confirmation of the
Plan and adequacy of the Disclosure Statement are overruled on the
merits.

Specifically, but without limitation, the Disclosure Statement
complies with the requirements of Rule 3016(c) of the Federal
Rules of Bankruptcy Procedure by sufficiently describing in
specific and conspicuous bold language the provisions of the Plan
that provide for releases and injunctions against conduct not
otherwise enjoined under the Bankruptcy Code and sufficiently
identifies the persons and entities that are subject to the
releases and injunctions.

Judge Glenn held that, notwithstanding the fact that Class 7 has
voted not to accept the Plan and Class 10 is deemed to reject the
Plan, the Plan may be confirmed pursuant to Bankruptcy Code
Section 1129(b)(1) because: (a) Classes 2, 5 and 6 are impaired
and have voted to accept the Plan; and (b) the Plan does not
discriminate unfairly and is fair and equitable with respect to
the Rejecting Classes.

According to the Judge Glenn, the Plan does not unfairly
discriminate because members within each Class are treated
similarly.  Accordingly, the Plan does not discriminate unfairly
with respect to the Rejecting Classes or any other Class of Claims
or Interests.  Other than the Plan, no other plan has been filed
in the Chapter 11 cases.  Accordingly, the requirements of Section
1129(c) have been satisfied.

No governmental unit has requested that the Court refuse to
confirm the Plan on the grounds that the principal purpose of the
Plan is the avoidance of taxes or the avoidance of the application
of section 5 of the Securities Act.  As evidenced by its terms,
the principal purpose of the Plan is not that avoidance.
Accordingly, the requirements of Section 1129(d) have been
satisfied.

                Conditions to Plan Effectivity

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

On or immediately prior to the Effective Date, the Reorganized
Debtors are authorized to, (i) file each of their Restated
Certificates of Incorporation with the Delaware Secretary of
State, (ii) adopt each of their Restated Bylaws and (iii) adopt
the Stockholders Agreement.

               Boards of Directors and Officers

The boards of directors and officers of each of the Reorganized
Debtors have been identified in the Plan Supplement, and the
Reorganized Debtors will be authorized to employ those officers
without further order of the Court or other further action by any
other person or entity.

                    Cancellation of Interests

On the Effective Date, all notes, instruments, certificates, and
other documents evidencing Interests will be cancelled, terminated
and extinguished and the obligations of the Debtors thereunder or
in any way related thereto will be discharged including, but not
limited to, (a) the Interests in AMI and (b) any options or
warrants to purchase Interests of AMI, or obligating those Debtors
to issue, transfer or sell Interests or any other capital stock of
those Debtors.

                          New Financing

On the Effective Date, (i) the AMO Escrow Corporation and New LLC
are authorized to merge into Reorganized AMI immediately following
the merger of AMO into Reorganized AMI, which will assume AMO
Escrow Corporation's obligations under the New First Lien Notes,
the New First Lien Indenture and the related registration rights
agreement, and (ii) the proceeds of the New First Lien Notes
Offering will be released from escrow.  Also, on the Effective
Date, the Reorganized Debtors, as applicable, are authorized to:

  (a) enter into or assume, as applicable, and deliver the
      documents and agreements related to the New Financing,
      including all guarantees and security documents, and the
      registration rights agreement relating to the New Second
      Lien Notes;

  (b) execute and deliver those security documents, control
      agreements, certificates, financing statements and other
      documentation as required under the terms of the New
      Financing or as the applicable agents under the New
      Financing reasonably request; and

  (c) deliver insurance and customary opinions, and those
      documents and all other documents, instruments and
      agreements to be entered into, delivered or contemplated
      thereunder will become effective in accordance with their
      terms on the Effective Date.

             Executory Contracts and Unexpired Leases

On the Effective Date, all executory contracts or unexpired leases
of the Debtors, other than any executory contract or unexpired
lease that (a) was previously assumed or rejected or (b) is
subject to a pending motion to assume or reject as of the
Confirmation Date, will be deemed assumed as of the Confirmation
Date in accordance with, and subject to, the provisions and
requirements of Sections 365 and 1123 of the Bankruptcy Code.

All executory contracts or unexpired leases assumed by the Debtors
will remain in full force and effect for the benefit of the
Reorganized Debtors and be enforceable by the Reorganized Debtors
in accordance with their terms notwithstanding any provision in
those Assumed Agreements that purports to prohibit, restrict or
condition that assumption.  The assumption of the Assumed
Agreements will be free and clear of all liens, encumbrances,
pledges, mortgages, deeds of trust, security interests, claims,
charges, options, rights of first refusal, easements, servitudes,
proxies, voting trusts or agreements, or transfer restrictions
under any shareholder or similar agreement or encumbrance.

                        Employee Benefits

All employee, retirement and other agreements or arrangements in
place as of the Effective Date with the Debtors' officers,
directors, or employees, who will continue in those capacities or
similar capacities after the Effective Date, or retirement plans
and welfare benefit plans for those persons, will remain in place
after the Effective Date, and the Reorganized Debtors will
continue to honor those agreements, arrangements, programs and
plans.  On and after the Effective Date, all retiree benefits will
continue to be paid in accordance with applicable law.

                 Incentive and Severance Plans

The terms of the Equity Incentive Plan, the Director Severance
Plan and the Emergence Incentive Plan are approved, and the
Debtors and Reorganized Debtors are authorized, without further
approval of the Court or any other party, to execute and deliver
all agreements, documents, instruments and certificates relating
to the Equity Incentive Plan, the Director Severance Plan and the
Emergence Incentive Plan, and to perform their obligations
thereunder.

All objections to confirmation of the Plan and all reservations of
rights that have not been withdrawn, waived or settled, pertaining
to the confirmation of the Plan are overruled on the merits.

A full-text copy of the Confirmed Plan is available for free
at http://bankrupt.com/misc/AMI_ConfirmedPlan.pdf

A full-text copy of the Plan Confirmation and Disclosure Statement
Approval Order is available for free at:

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

                        About American Media

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

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

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

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

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

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

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


AMERICAN MEDIA: Court OKs Access to Cash Collateral Until Feb. 17
-----------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York authorized American Media, Inc., and its
debtor affiliates to use cash collateral on a final basis through
February 17, 2011.

Cash Collateral may be:

  (i) used in the ordinary course of business for working
      capital and general corporate purposes;

(ii) used for the payment of Professional Fees and other fees
      and expenses, in each case, to the extent of the Carve
      Out;

(iii) used to make Adequate Protection Payments;

(iv) used for the payment of expenses not incurred in the
      ordinary course of business, in an aggregate amount during
      the Specified Period not to exceed $5,000,000; and

  (v) transferred to AMO Escrow Corporation Escrow Issuer for
      the payment of fees, interest and other amounts relating
      to the escrow of proceeds from the offering of New First
      Lien Notes and New Second Lien Notes to the extent that
      transfer is approved by order of the Bankruptcy Court, in
      an aggregate amount during the Specified Period not to
      exceed $15,000,000; provided, however, that during the
      Remedies Notice Period, the Debtors may use Cash
      Collateral solely to meet payroll obligations and to pay
      expenses critical to the preservation of the Debtors and
      their estates, including the Adequate Protection Payments
      and Professional Fees to the extent of the Carve Out; and
      provided further, however, that during the Specified
      Period, the Debtors are limited to the use of Cash
      Collateral to no more than an aggregate amount of
      $65,500,000.

A full-text copy of the Final Cash Collateral Order is available
for free at http://bankrupt.com/misc/AMI_FinCashCollord.pdf

                        About American Media

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

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

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

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

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

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

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


AMERICAN MEDIA: Wins Final Nod for Ordinary Course Professionals
----------------------------------------------------------------
American Media Inc. and its units obtained final approval for
streamlined procedures for the retention and compensation of
ordinary course professionals after the Petition Date.

The Debtors employ various attorneys and other professionals in
the ordinary course of their businesses.  The Ordinary Course
Professionals provide services for the Debtors in a variety of
matters unrelated to these Chapter 11 cases, including legal
services with regard to specialized areas of the law, like
corporate governance regulation, accounting services, auditing and
tax services, and certain consultants.  A list of the
Debtors' current OCPs is available for free at:

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

The Debtors have designed streamlined procedures for the retention
and compensation of OCPs after the Petition Date.  A full-text
copy of the Procedures is available for free at:

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

The OCP Procedures will permit the Debtors to employ OCPs upon the
filing of a declaration of disinterestedness and a brief objection
period for certain parties, including the U.S. Trustee for the
Southern District of New York and any statutory committee
appointed in these Chapter 11 cases.  Among other things, each
Declaration of Disinterestedness will state that the respective
OCP does not have any material interest adverse to the Debtors or
their estates.

The OCP Procedures further provide that all OCP fees and expenses,
excluding costs and disbursements, will not exceed $50,000 per
month and that each OCP's fees, excluding costs and disbursements,
will not exceed $300,000 in the aggregate for these Chapter 11
cases.  Additionally, the Debtors seek to reserve the right to
retain additional OCPs from time to time during these cases by
(a) including those OCPs on an amended version of the OCP List to
be filed with the Court and served on the Notice Parties and
(b) having those OCPs comply with the OCP Procedures.

                        About American Media

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

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

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

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

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

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

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


AMERICAN MEDIA: Wins Nod to Honor Prepetition Customer Obligations
------------------------------------------------------------------
American Media Inc. and its affiliates sought and obtained the
U.S. Bankruptcy Court's final approval to honor certain
prepetition obligations to customers and certain retail outlets
utilized to distribute their publications, and to otherwise
continue customer and distribution programs and practices in the
ordinary course of business.  The Debtors also sought and obtained
the Court's order authorizing and directing financial institutions
to receive, process, honor and pay all checks presented for
payment and electronic payment requests.

Prior to the Petition Date and in the ordinary course of business,
the Debtors engaged in certain practices to develop and sustain a
positive reputation in the marketplace for their publications and
maximize their sales and advertising revenues. These practices
include, among other things, (1) rebates, credits and warranties
to advertisers that purchase advertising in the Debtors'
publications, (2) refunds paid or credited to wholesalers and
distributors of the Debtors' publications for unsold copies,
(3) honoring subscriptions paid in advance by subscribers to the
Debtors' publications, and (4) the payment of prizes to winners
of contests run by the Debtors in their publications.

According to the Debtors, the goals of the Customer and
Distribution Programs have been and are to meet competitive
pressures, ensure customer satisfaction, maximize sales, and
generate goodwill, thereby retaining current customers, attracting
new ones, and ultimately enhancing net revenues.

The Debtors believe that, as of the Petition Date, their liability
for prepetition Customer and Distribution Programs total
$36,074,065:

   Advertising Rebates and Credits            $1,501,965
   Advertising Refund                            642,000
   Prepaid Subscriptions                      33,780,000
   Prepetition Subscription Cancellations        135,000
   Contest Prizes                                 15,100

                        About American Media

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

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

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

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

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

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

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


AMERIQUAL GROUP: Moody's Junks Corporate Family Rating From 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded its debt ratings of AmeriQual
Group, LLC: Corporate Family and Probability of Default, each to
Caa1 from B3 and senior secured second lien notes to Caa2 from
Caa1.  Moody's also lowered the speculative grade liquidity rating
to SGL-4.  The ratings outlook is developing.  This completes the
review initiated on August 13, 2010.

                        Ratings Rationale

The downgrades reflect Ameriqual's weakened credit profile due to
the continuing absence of a multi-year contract that sustains the
company's Meals, Ready to Eat market share and secures a steady
flow of earnings after the December 31, 2011 expiry of the one-
year extension contract.  The absence of the follow-on contract
combined with both the upcoming expiration of Ameriqual's
$35 million revolver in January of 2012 and the maturity of its
second lien notes in April of the same year prompted the
downgrades.  The lower SGL rating of SGL-4 underscores the
upcoming maturities of the company's debt structure over the next
thirteen months.

The developing outlook considers that if the company is able to
renew its multi-year position as the U.S. Department of Defense's
top MRE provider, volume prospects should be enough to stabilize
the outlook and upgrade the CFR to be reflective of a credit
profile supported by the steady stream of earnings stemming from
such a contract and confirmation of the company's top market
position.  Alternatively, the ratings could be lowered further
should the five-year contract not be put in place, the company
loses its incumbent top share position, the pricing/volume is
reset at lower than historical levels, or a refinancing of the
company's debt to address upcoming maturities is not successful.

The Caa1 rating incorporates the uncertainty regarding the timing
of renewal of the multi-year MRE contract with the DOD.  The Caa1
CFR also reflects the company's small size, high customer
concentration and volatility associated with MRE-derived contract
revenue.  However, the CFR rating also acknowledges the company's
eight-year track record as the incumbent top MRE provider to the
DOD and that Ameriqual is currently one of only three companies
approved by the DOD to supply MREs.  The current liquidity is
being categorized as weak primarily due to the approaching
maturities of Ameriqual's debt structure during early 2012 and
lack of alternate sources of liquidity as all assets are pledged
under current debt agreements.  However, it should also be noted
that the company has been generating positive free cash flow, even
after tax-related distributions, over the last few years.  Upon a
successful refinancing of the company's debt, the SGL rating would
be revisited for an upward adjustment.

Ratings lowered:

  -- Corporate Family Rating, to Caa1 from B3,

  -- Probability of Default Rating, to Caa1 from B3,

  -- $85 million 9.5% second lien notes due April 2012, to Caa2
     (LGD 4, 69%) from Caa1 (LGD4, 66%),

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

Moody's last rating action on Ameriqual occurred on August 13,
2010 when the ratings were put under review for possible
downgrade.

Ameriqual Group, LLC, headquartered in Evansville, Indiana, is a
supplier of individual and group field rations to the U.S.
Department of Defense.  The company also provides contract
manufacturing and packaging services using thermal or high
pressure processes to consumer products and other food
distribution companies.


APPALACHIAN OIL: Plan of Liquidation Wins Court Approval
--------------------------------------------------------
The Hon. Marcia Phillips Parsons of the U.S. Bankruptcy Court for
the Eastern District of Tennessee confirmed Appalachian Oil
Company, Inc.'s Second Amended Plan of Liquidation.

As reported in the Troubled Company Reporter on November 3, 2010,
the Plan calls for the liquidation of APPCO's remaining assets and
the distribution of the proceeds derived therefrom in accordance
with the Plan.  The funding for the Plan will come from three
sources, the funds held by the Official Committee of Unsecured
Creditors, preference recoveries collected by the Debtor, and
postpetition receivables due the Debtor.

A full-text copy of the Confirmation Order and the Amended Plan is
available for free at:

http://bankrupt.com/misc/APPALACHIANOIL_confirmationorder&plan.pdf

                      About Appalachian Oil

Appalachian Oil sought Chapter 11 protection on February 9, 2009
(Bankr. Case E.D. Tenn. No. 09-50259).  Mark S. Dessauer, Esq., at
Hunter, Smith & Davis, in Kingsport, Tennessee, represents the
Debtor.  The Debtor estimated assets and debts at $10 million and
$50 million.

The Company's creditors with the biggest unsecured claims are BP
Plc's Amoco/BP, owed $2.41 million, and fuel distributor Crescent
Oil Co., owed $1.6 million.


ARTECITY PARK: U.S. Trustee Unable to Form Creditors Committee
--------------------------------------------------------------
The Office of the U.S. Trustee for Region 21 notified the U.S.
Bankruptcy Court for the Southern District of Florida that until
further notice, it will not appoint an official committee of
unsecured creditors in the Chapter 11 cases of Artecity Park LLC,
et al.

Miami Beach, Florida-based Artecity Park LLC filed for Chapter 11
bankruptcy protection on July 26, 2010 (Bankr. S.D. Fla. Case No.
10-31410).  Thomas R. Lehman, Esq., who has an office in Miami,
Florida, represents the Debtor.  The Company estimated assets at
$50 million to $100 million and debts at $10 million to
$50 million.

Affiliates Artecity Governor LLC, Artecity Holding LTD, and
Artecity Management LLC also filed for Chapter 11.  The cases are
jointly administered under Artecity Management LLC.


ARTECITY PARK: Plan Outline Hearing Continued Until January 20
--------------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida has continued until January 20, 2011,
at 2:00 p.m., the hearing to consider adequacy of the Disclosure
Statement explaining Artecity Management LLC et al.'s Plan of
Liquidation.

The Debtors and Corus Construction Venture, LLC, agreed to
continue the Disclosure Statement hearing to allow the Debtors
time to amend the Disclosure Statement.

The Court ordered that the Debtors file an amended Disclosure
Statement at least seven days prior to the hearing.

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

According to the current iteration of the Disclosure Statement,
the Debtors propose to substantively consolidate the assets and
liabilities of their estates.  The balance of CCV DI loan will be
paid on the effective date from the exit loan proceeds and all
rights granted to CCV under the CCV DIP loan will be assigned to
the exit lenders as of the effective date.

In addition to the paying the balance of the CCV DIP loan,
proceeds from the exit loan will be used to pay allowed claims.
Other allowed claims and the exit loan will be paid from proceeds
of the sale of unsold condominium units.

Pursuant to the terms of the Plan:

   i) unpaid allowed administrative expense claims and U.S.
      Trustee fees will be paid in full on the effective date,
      which the Debtors estimate to be April 1, 2011;

  ii) individual holders of allowed priority unsecured deposit
      claims in Class 1 will be paid the allowed amount of their
      claim;

iii) the allowed secured claim of Miami-Dade County ax Collector
      in Class 2 will be paid from sale proceeds upon the earlier
      closing of sales of condominium units;

  iv) the allowed CCV secured claim in Class 3 will be paid an
      amount equal to the CCV secured claim payment; and

   v) the allowed CCV deficiency claim, allowed unsecured
      mechanics' lien claims, and unsecured claims in Class 4A to
      4C will be paid a quarterly pro rata distribution equal to
      the amount of unsecured claims payment upon the earlier of
      full payment of the CCV secured claim or exit loan.  general
      unsecured claims will receive an estimated distribution of
      between 15% to 40% of their allowed claims.

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

                      About Artecity Park LLC

Miami Beach, Florida-based Artecity Park LLC filed for Chapter 11
bankruptcy protection on July 26, 2010 (Bankr. S.D. Fla. Case No.
10-31410).  Thomas R. Lehman, Esq., who has an office in Miami,
Florida, represents the Debtor.  The Company estimated assets at
$50 million to $100 million and debts at $10 million to
$50 million.

Affiliates Artecity Governor LLC, Artecity Holding LTD, and
Artecity Management LLC also filed for Chapter 11.  The cases are
jointly administered under Artecity Management LLC.


ARTZ RIB: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------
Austin Business Journal reports that Artz Rib House has filed for
Chapter 11 bankruptcy protection to reorganize, but the owner said
the restaurant remains open, has lined up investors and expects
the iconic restaurant to come back "bigger and better.

Owner Art Blondin, who opened the rib house two decades ago, said
details will be coming soon on his plan.  He declined to elaborate
or discuss the size of the investments.

In 2009, Mr. Blondin closed down the barbecue and live music venue
due to his wife's medical issues and mounting financial woes that
had been exasperated by the slowing economy.

According to the report, the restaurant estimated assets of less
than $50,000 and liabilities between $100,000 and $500,000.


ASIAN ART MUSEUM: Receives 30-Day Forbearance From JPMorgan
-----------------------------------------------------------
Randall Jensen, writing for The Bond Buyer, reports that the Asian
Art Museum's foundation in San Francisco said it has received a
30-day extension on some obligations related to the expiration of
a letter of credit from JPMorgan Chase & Co. Tuesday backing
$120 million in bonds.  According to the report, the foundation's
30-day forbearance agreement between JPMorgan and MBIA will give
the parties time to negotiate a "suitable" restructuring of the
2005 variable-rate revenue bonds, museum spokesman Tim Hallman
said in a statement late Tuesday.

According to Mr. Jensen, Moody's Investors Service said in a
report Friday that the negotiations centered on the time frame of
the potential accelerated payments that should have kicked in at a
tight five-year schedule after the expiration of the LOC.  Due the
expiration of the letter of credit, Moody's lowered the
foundation's underlying rating to junk status, to Ba1 from Baa1,
and kept it on watch for another downgrade.  Moody's said if the
foundation is required to repay the bank bonds in quarterly
payments over five years, its annual payments would hit
$29.85 million plus interest, with the first $6 million payment
due March 21.

As reported by the Troubled Company Reporter on November 24, 2010,
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
said the Asian Art Museum's chief finance and operating officer,
Mark McLoughlin, told the San Francisco Chronicle that officials
are working to resolve the museum's financial woes.  Mr.
McLoughlin had told The Wall Street Journal that while the museum
has hired a bankruptcy attorney to help it negotiate with
creditors, it doesn't plan to seek bankruptcy protection.

Mr. Jensen notes the foundation is the fundraising arm of the
museum, which has the largest Asian art collection in the Western
world.


ATLANTIC BROADCASTING: Financial Woes Prompt Bankruptcy Filing
--------------------------------------------------------------
Atlantic Broadcasting of Linwood filed for Chapter 11 protection
in Camden, New Jersey on Dec. 20, 2010 (Bankr. D. N.J. Case No.
10-49149).

Atlantic Broadcasting is the owner of five southern New Jersey
radio stations including classic-rock station WMGM-FM 103.7,
oldies station WTKU-FM 98.3, top-40 rhythmic station WWAC-FM
102.7, news-talk station WOND-AM 1400 and Spanish station WTAA-AM
1490.

Elaine Rose, staff writer at pressofAtlanticCity.com, reports that
Atlantic Broadcasting has been experiencing financial difficulties
in recent months.  Several on-air personalities were laid off in
November, and said they were told the reason was "a budget issue."

The Debtor estimated assets and debts of $1 million to $10
million.  Debt includes n half a million dollars owed to the
Arbitron ratings company, $116,322 owed to the American Society of
Composers, Authors and Publishers, $35,000 owed to CBS Sports and
$25,165 owed to The Associated Press.


ATLANTIC BROADCASTING: Case Summary & 20 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Atlantic Broadcasting of Linwood
        NJ Limited Liability Company
        1601 New Road
        Linwood, NJ 08221-1116

Bankruptcy Case No.: 10-49149

Chapter 11 Petition Date: December 20, 2010

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: Joshua T. Klein, Esq.
                  FOX, ROTHSCHILD LLP
                  2000 Market Street, 20th Floor
                  Philadelphia, PA 19103-3291
                  Tel: (215) 299-2000
                  E-mail: jklein@foxrothschild.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb10-49149.pdf

The petition was signed by John Caracciolo, president and acting
CEO.


AUTO CENTER: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Auto Center Auto Body LLC
        28710-B Las Haciendas Street, Suite 101
        Temecula, CA 92590

Bankruptcy Case No.: 10-50929

Chapter 11 Petition Date: December 21, 2010

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

Judge: Meredith A. Jury

Debtor's Counsel: Jennifer Urquizu, Esq.
                  AFFORDABLE LEGAL SOLUTIONS
                  42690 Rio Nedo, Suite F
                  Temecula, CA 92590
                  Tel: (951) 296-5492
                  Fax: (951) 639-6063
                  E-mail: lray@affordablels.com

Scheduled Assets: $1,900,000

Scheduled Debts: $2,967,098

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-50929.pdf

The petition was signed by Lidia Ridder, member of LLC.


BEAR CREEK: Court Dismisses Case for Lack of Means to Reorganize
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan has
dismissed the Chapter 11 bankruptcy proceedings commenced against
Bear Creek Partners I, LLC.

The Debtor's real estate lender and principal secured creditor, a
real estate trust, acting through a servicer, CWCapital Asset
Management LLC, concurred with the U.S. Trustee's request for
dismissal of the Chapter 11 case.  Several creditors who signed
the involuntary Chapter 11 petition opposed the dismissal.

The United States Trustee, the moving party, argued that because
the Debtor lacks reasonable means to reorganize or confirm a
feasible plan, cause exists for dismissal.  The Debtor owes the
principal secured creditor at least $12,500,000, while the
Debtor's principal assets, the 120-unit Bear Creek Meadows
Apartments, is worth only $2,500,000.  Thus, the real estate trust
is substantially undersecured.

Bear Creek Partners I, LLC, is a special purpose entity holding
title to an apartment complex in Petoskey, Michigan.  On June 24,
2010, four creditors of the Company filed involuntary Chapter 11
petitions (Bankr. W.D. Mich. Case No. 10-07906) against the
Company.  Robert F. Wardrop, II, Esq., at Wardrop & Wardrop, P.C.,
in Grand Rapids, Michigan, is the petitioning creditors' counsel.

The creditors who signed the Chapter 11 petition are Fryling
Construction Company, Inc., owed $834,079; Benchmark Engineering,
owed $27,112; Lakeview Cleaning & Restoration, owed $12,254; and
MARCO, LLC, owed $10,515.


BEEHIVE CREDIT: Falls Into Receivership, Texas C.U. Takes Over
--------------------------------------------------------------
Government employee based Beehive Credit Union out of Salt Lake
City was given over to the NCUA for liquidation, and its assets
were taken over by Security Service Federal Credit Union out of
San Antonio, Examiner reports.

According to Deseret News, at closure, Beehive had approximately
$145 million in assets and served 18,000 members.  Beehive was
established in 1954 to serve employees of Utah state government.

San Antonio-based Security Service Federal Credit Union has
purchased and assumed Beehive's assets, liabilities and members.

Behive is the 18th federally insured credit union liquidation of
2010.

To date, the Examiner says that there have been few Credit Union
closures in comparison to the 151 banks that have shuttered their
doors in 2010.  However, the report relates this will be a strong
indicator of the financial system as a whole since credit unions
represent a more conservative approach to banking, and are by
nature stronger than their FDIC counterparts.


BELL, CALIFORNIA: Needs Drastic Cuts in City Services, Audit Finds
------------------------------------------------------------------
American Bankruptcy Institute reports that the city of Bell,
Calif., is hovering on the brink of insolvency and drastic cuts in
city services probably will be necessary to fix its finances,
according to a review of the city's books that Los Angeles County
officials plan to release next month.

As reported in the Troubled Company Reporter on Oct. 1, 2010, City
News Service said that the Los Angeles County Board of Supervisors
called on the state attorney general to appoint a receiver to take
over the day-to-day management of the city of Bell, California.
City News Services said that on a 4-0 vote, with Supervisory Mike
Antonovich absent, the board approved a motion by Sup. Gloria
Molina calling on Atty. Gen. Jerry Brown to "use every legal
measure at his disposal . . .  to immediately prevent any
potential for continuing harm to the residents of Bell." Ms.
Molina's motion, written before arrests of eight current and
former Bell officials, also calls on Brown to prohibit the Bell
City Council from appropriating any funds or entering into an
contracts on behalf of the city.


BERNARD L MADOFF: Greenwich to Sue Fairfield for Breach
-------------------------------------------------------
Bankruptcy Law360 reports that limited partners in Greenwich
Sentry LP and Greenwich Sentry Partners LP, two bankrupt feeder
funds linked to Bernard L. Madoff's Ponzi scheme, have asked a
bankruptcy judge for permission to bring shareholder derivative
suits that claim Fairfield Greenwich (Bermuda) Ltd., the funds'
general partner, breached its fiduciary duty.

                       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.


BIG CABIN: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Big Cabin Properties, LLC
        P.O. Box 1030
        Coeur D Alene, ID 83816

Bankruptcy Case No.: 10-21667

Chapter 11 Petition Date: December 20, 2010

Court: United States Bankruptcy Court
       District of Idaho (Coeur dAlene)

Judge: Terry L. Myers

Debtor's Counsel: David E. Eash, Esq.
                  2101 Lakewood Dr Ste 236
                  Coeur d Alene, ID 83814
                  Tel: (208) 667-7990
                  Fax: (509) 838-4906
                  E-mail: deash@ewinganderson.com

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

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

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/idb10-21667.pdf

The petition was signed by Brian L. Schafer, president.


BIOFUEL ENERGY: Seeks Confidential Treatment of Exhibit
-------------------------------------------------------
BioFuel Energy Corp. submitted an application under Rule 24b-2
requesting confidential treatment for information it excluded from
the Exhibits to a Form 8-K filed on September 27, 2010.

The 8-K relates to BioFuel Energy entry on September 24, 2010,
into a loan agreement with Greenlight Capital, LP, Greenlight
Capital Qualified, LP, Greenlight Capital (Gold), LP, Greenlight
Capital Offshore Partners, Greenlight Capital Offshore Master
(Gold), Ltd., Greenlight Reinsurance, Ltd. and Third Point Loan
LLC and Greenlight APE, LLC, as administrative agent, pursuant to
which the Company borrowed $19,420,620.

The Exhibit treated as confidential is a Letter Agreement dated as
of September 23, 2010, by and among BioFuel Energy Corp., BFE
Operating Company, LLC, Pioneer Trail Energy, LLC, Buffalo Lake
Energy, LLC, Cargill, Incorporated and Cargill Commodity Services,
Inc.

Based on representations by BioFuel Energy Corp. that this
information qualifies as confidential commercial or financial
information under the Freedom of Information Act, 5 U.S.C.
552(b)(4), the Division of Corporation Finance has determined not
to publicly disclose it.

                       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.


BIOLASE TECHNOLOGY: CFO Furry Does Not Own Any Securities
---------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
December 10, 2010, Frederick D. Furry, chief financial officer at
Biolase Technology Inc., disclosed that it does not own any
securities of the company.

                     About BIOLASE Technology

Irvine, Calif.-based BIOLASE Technology, Inc. (NASDAQ: BLTI)
-- http://www.biolase.com/-- is a dental laser company.  The
Company develops, manufactures and markets Waterlase technology
and lasers and related products that advance the practice of
dentistry and medicine.

The Company's balance sheet at Sept. 30, 2010, showed
$19.49 million in total assets, $23.04 million in total
liabilities, and a stockholders' deficit of $3.54 million.

As reported in the Troubled Company Reporter on March 22, 2010,
BDO Seidman, LLP, in Costa Mesa, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses from operations, has had
declining revenues, has limited financial resources at
December 31, 2009, and is substantially dependent upon its primary
distributor for future purchases of the Company's products.


BLANCA LLC: Bankruptcy Court Dismisses Debtor's Chapter 11 Case
---------------------------------------------------------------
On December 20, 2010m the U.S. Bankruptcy Court for the Central
District of California entered an order dismissing Blanca LLC's
bankruptcy case.

Based upon the Court's review of Debtor's proposed First Amended
Chapter 11 Plan which was heard by the Court on December 13, 2010,
the comments of East West Bank and Bank of the West to the
proposed plan, the previous pleadings filed in the Debtor's case,
and the arguments of counsel, the Court finds that the Debtor will
be unable to confirm a Chapter 11 plan.

Blanca, LLC, is also barred from refiling any petition under the
United States Bankruptcy Code for 180 days from the date of the
entry of the dismissal order.

Downey, California-based Blanca, LLC, filed for Chapter 11
bankruptcy protection on February 23, 2010 (Bankr. C.D. Calif.
Case No. 10-16519).  Carolyn A. Dye, Esq., who has an office in
Los Angeles, California, assists the Company in its restructuring
effort.


BLB WORLDWIDE: S&P Assigns 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned BLB Worldwide Holdings
Inc. its corporate credit rating of 'B+'.  The rating outlook is
stable.

At the same time, S&P assigned BLB Management Services Inc.'s
$300 million term loan due 2015 its issue-level rating of 'BB-'
(one notch higher than the corporate credit rating).  S&P also
assigned this debt a recovery rating of '2', indication its
expectation of substantial (70%-90%) recovery for lenders in the
event of a payment default.  The term loan is guaranteed by parent
BLB Worldwide Holdings and the borrower's UTGR Inc. subsidiary.

"The 'B+' corporate credit rating reflects BLB's reliance on a
single property for cash flow, competitive dynamics in the region,
and stringent revenue allocation structure imposed by the State of
Rhode Island on video lottery terminal win (which limits
profitability)," said Standard & Poor's credit analyst Melissa
Long, "as well as S&P's expectation that the U.S. economy will
only gradually improve over the next few years." Twin River's
favorable location, and S&P's expectation that credit measures
will gradually improve over the next few years as S&P anticipates
positive free operating cash flow will largely be applied toward
debt repayment only partially offset these negative factors.


BLOCKBUSTER INC: Not Hopelessly Insolvent, M. Rudd Asserts
----------------------------------------------------------
Mark L. Rudd filed with the Court a letter in response to
Blockbuster Inc. and its units' reply to his request to appoint an
equity committee.

Mr. Rudd's letter, which is addressed to Brian Masumoto, Esq., of
the Office of the United States Trustee, is a response to the
letter sent by Stephen Karotkin, Esq., at Weil, Gotshal & Manges
LLP, in New York, on the Debtors' behalf.

Mr. Rudd contends that Mr. Karotkin does not address most of the
issues raised in the appointment request.

"In a nutshell, his response is to assert that Debtors are
hopelessly insolvent, therefore the common shareholders are out of
the money, so he need not address the analysis, and from that
concludes that the appointment of an equity committee is
unwarranted," Mr. Rudd argues.  "I believe this to be a wholly
inadequate response further justifying my request of an equity
committee," he continues.

Mr. Karotkin, in his letter, stated that the Debtors do not
believe there is any basis, factually or legally, for the
appointment of an equity committee in the bankruptcy cases.  Mr.
Karotkin added that the Debtors are hopelessly insolvent and
existing equity has no real economic stake in the reorganization
cases, and hence, the appointment of an equity committee simply is
not warranted.

The Debtors and the Secured Noteholders together have taken the
extreme position that the common shareholder will be "wiped out,"
Mr. Rudd alleges.  He points out, among other things, that
statements and boilerplate claims, like that Blockbuster is
"hopelessly insolvent," are made to facilitate the end goal of
100% ownership of Blockbuster by their clients -- the Secured
Noteholders.

                       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 Deloitte as Valuation Advisor
-------------------------------------------------------
Blockbuster Inc. and its units seek the Bankruptcy Court's
authority to employ Deloitte Financial Advisory Services LLP as
their valuation services advisor, nunc pro tunc to November 10,
2010, pursuant to an engagement letter.

The Debtors previously sought and obtained the Court's permission
to employ Deloitte Tax LLP, a separate, but affiliated, legal
entity from Deloitte FAS, as their tax advisor.

Roderick J. McDonald, Esq., Blockbuster Inc.'s vice president,
general counsel and secretary, relates that in a separate
application, the Debtors are also seeking to employ
PricewaterhouseCoopers LLP to perform independent auditing and
accounting services.  Mr. McDonald assures Judge Lifland that
Deloitte FAS' valuation services are not duplicative of the
services being provided by Deloitte Tax and PwC.

As valuation services advisor, Deloitte FAS will:

  (a) develop an estimate of the fair value of the business
      enterprise of the Debtors' reporting units as of the
      effective date of a plan of reorganization;

  (b) perform a reconciliation of the aggregate value of the
      Reporting Units to the overall enterprise value of the
      Debtors;

  (c) develop estimates of fair value of the business enterprise
      of the Debtors' various legal entities as of the Effective
      Date; and

  (d) develop an estimate of the fair value of certain assets
      and liabilities as of the Effective Date for each of the
      Reporting Units.

The assets and liabilities subject to appraisal are anticipated to
include:

  -- Tangible Assets:
     * Merchandise inventory;
     * Rental library;
     * Real property assets; and
     * Personal property assets;

  -- Intangible Assets:
     * Trademarks/trade names;
     * Movie studio contracts/relationships;
     * Customer lists/relationships;
     * Favorable contracts;
     * Technology patents; and
     * Employment/non-compete agreements; and

  -- Liabilities:
     * Unfavorable leasehold interests; and
     * Unfavorable contracts.

The Debtors will pay Deloitte FAS based on these agreed hourly
rates:

  Personnel Classification            Rate
  ------------------------            -----
  Partner, Principal, or Director     $550
  Senior Manager                      $475
  Manager                             $425
  Senior Associate                    $325
  Associate and Junior Staff          $275

Deloitte FAS will also be reimbursed of its necessary expenses.

Mr. McDonald informs the Court that Deloitte FAS provided
prepetition services to the Debtors, and that the Debtors paid
Deloitte FAS approximately $52,000, including certain retainers,
in the 90 days prior to the Petition Date.  As of the Petition
Date, no amounts were remaining with respect to the retainers, and
no amounts were outstanding with respect to invoices issued by
Deloitte FAS prepetition.

Daniel M. Peckham, a principal of Deloitte FAS, assures the Court
that his firm does not hold any interest adverse to the Debtors.
Hence, Deloitte FAS is a "disinterested person" within the meaning
of 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)


BLUEGREEN CORP: Two Directors Elected by Shareholders
-----------------------------------------------------
Bluegreen Corporation's shareholders elected Alan B. Levan,
Lawrence A. Cirillo and Mark A. Nerenhausen to serve as directors
of the Company, and ratified the appointment of Ernst & Young LLP
as independent registered public accounting firm.

                       About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- is a
provider of places to live and play through its resorts and
residential community businesses.  The company is organized into
two divisions: Bluegreen Resorts and Bluegreen Communities.
Bluegreen Resorts acquires, develops and markets vacation
ownership interests (VOIs) in resorts located in drive-to
vacation destinations and provides various services to third-
party resort owners.  Bluegreen Communities acquires, develops
and subdivides property and markets residential land homesites,
which are sold directly to retail customers who seek to build a
home in a residential setting, in some cases on properties
featuring a golf course and related amenities, and also offers
real estate consulting and other services to third parties.  It
also generates income from its resort management business and
through interest income earned from the financing of individual
purchasers of VOIs, and homesites sold by Bluegreen Communities.

The Company's balance sheet at Sept. 30, 2010, showed
$1.13 billion in total assets, $708.04 million in total
liabilities, and $423.22 million in stockholders' equity.

Bluegreen Corp. has a 'CCC' corporate credit rating, with positive
outlook, from Standard & Poor's Ratings Services.


BLUEGREEN CORP: S&P Raises Corporate Credit Rating to 'B-'
----------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on Bluegreen Corp to 'B-' from 'CCC'.  S&P's rating
outlook on the company is stable.

S&P's upgrade on Bluegreen reflects the completion of a
$108 million term securitization of timeshare receivables, which
reestablished the company's access to this important source of
financing after a more than two-year absence.  The completion of
the securitization and use of proceeds to repay all outstanding
balances under the company's Branch Banking & Trust warehouse
facility has created, along with $86 million in unrestricted cash
balances at September 2010, an adequate level of near term
liquidity for Bluegreen, in S&P's view.  The transaction also
demonstrated the company's ability to generate a pool of
receivables of sufficient credit quality to sell into term
securitization markets.  Over the intermediate term, S&P believes
Bluegreen can achieve an adequate and more diversified level of
intermediate financing facilities.

The company also successfully extended the revolving advance
period on the BB&T facility until December 2011 with a revolving
limit up to $75 million (up from the originally contemplated
$50 million but down from a previous commitment of $125 million).
The completion of the term securitization, extension of the BB&T
revolving period, as well as the recent issuance of a $20 million
timeshare receivables facility with the National Bank of Arizona,
coupled with a significant cash balance, suggest, in S&P's view,
that the company will have sufficient liquidity in place to fund
current sales levels through at least the end of 2011.  Bluegreen
may also extend its facility led by Liberty Bank for a two-year
period and is pursuing an additional lending facility totaling
$20 million.  Regaining access to term securitization markets is a
key rating factor for Bluegreen (and all timeshare operators), as
this source of financing provides long-term operating liquidity
that enables the company to finance its customers' purchases of
timeshare interests.

In the nine months ended September 2010, Bluegreen's timeshare
sales (before additional loan losses in excess of uncollectible
accounts) decreased 8%.   S&P estimates that sales of Bluegreen
vacation ownership interests will decrease in the mid-single digit
percentage area in 2010 and will be flat in 2011.  Furthermore,
S&P expects Bluegreen to continue to pursue third-party timeshare
sales for a commission.  S&P believes that Bluegreen will grow its
fee-based sales commission revenue from $20 million in 2009 to an
estimated $50 million in 2010.  At this time, S&P expects that
Bluegreen may be able to generate at least the same amount of
commission based revenue in 2011.  However, it is S&P's view that
the depth of the third-party referral base remains uncertain given
the short track record of the program.  While the increase in fee-
based revenue allowed Bluegreen to expand the level of sales that
do not require financing, S&P believes that the company will
likely remain heavily reliant on its lines of credit, receivable-
backed warehousing facilities, and access to the timeshare
securitization markets to fund timeshare sales.  S&P believes that
significant current cash balances provide some cushion if 2011
operating performance is worse than S&P expects.

Credit metrics as of September 2010 are weak: Total debt to
EBITDA is more than 11x and adjusted EBITDA coverage of interest
expense is 1.2x.  S&P adjust its measure of debt to include
operating leases.  Total adjusted debt was $902 million at
September 2010 and includes $350 million of securitized debt.
The securitized obligations, which, starting in 2010, are recorded
on the balance sheet, have historically been included in S&P's
adjusted debt measure.  Incorporating the closing of the timeshare
securitization, availability under the BB&T facility, S&P's
expectation for flat timeshare sales and third-party VOI sales for
a fee, and moderate debt repayment (which will be mostly related
to amortization of receivables-backed facilities and term
securitizations), S&P expects leverage and interest coverage to
improve to the low-8x area and mid-1x area, respectively, in 2011,
which is adequate for the rating.

In S&P's view, Bluegreen currently has adequate sources of
liquidity to cover its needs over the next 12-18 months mainly due
to the successful closing of a timeshare securitization
transaction.  S&P's assessment of Bluegreen's liquidity profile
includes the following expectations and assumptions:

S&P believes the company reestablished access to the timeshare
securitization market, which, in its view, is the key credit
factor for Bluegreen's liquidity profile.

S&P believes Bluegreen will be able to extend existing lending
facilities or potentially add new facilities to diversify its
lending base.

Debt maturities over the next 12 months are related to expected
levels of amortization in securitization and receivable-based
facilities, and would likely be funded by the collection of
receivables pledged to the facilities.


BPP TEXAS: Owners of 22 Hotels Seek Chapter 11 Protection
---------------------------------------------------------
BPP Texas, LLC, BPP Illinois, LLC, BPP Illinois, LLC, BPP Iowa,
BPP Michigan, LLC, BPP Minnesota, LLC, and BPP Wisconsin, LLC,
filed for Chapter 11 protection on December 21 in Sherman, Texas.

The Debtors own and operate 22 hotels located in Texas, Illinois,
Iowa, Michigan, Minnesota, and Wisconsin.  Each of the Hotels
underwent significant renovations in 2008 and now operates under a
nationally recognized and well respected Wyndham Hotel Group
brand.  In addition to owning the real property and improvements,
the Debtors own the franchise rights to the Hotels.  To assist the
Debtors with operating the Hotels, the Debtors maintain contracts
with outside, non-debtor companies to assist with the day-to-day
some of the more sophisticated aspects of managing the Debtors'
assets.

"Since their initial purchase, the Hotels have operated
successfully (with performance improving drastically as compared
to their competitive sets), and the Debtors have generally
remained current on their obligations.  However, the deep
recession, the tightening of global credit markets, and a downturn
in the hospitality industry as whole have affected the Debtors'
recent financial performance," counsel to the Debtors, Davor
Rukavina, Esq., at Munsch Hardt Kopf & Harr, P.C., in Dallas,
Texas, relates.

"Additionally, the Debtors' primary secured lender, Citizens Bank
of Pennsylvania, has alleged that the Debtors are in default of
their obligations to Citizens, has accelerated said obligations,
and has refused to restructure the terms of those obligations.
Citizens initiated multiple state court proceedings against the
Debtors, pursuant to which Citizens sought to appoint a receiver,
seize the Debtors' operating cash, and foreclose on the Hotels.
Citizens' actions threatened to destroy the Debtors' operations
and limit recoveries for all other creditors.

"This, combined with the Debtors' inability to refinance their
obligations, forced the Debtors to seek Chapter 11 bankruptcy
protections in order to restructure their debts, reorganize their
businesses, preserve going concerns, and maximize returns for all
creditors," Mr. Rukavina relates.

The Debtors have requested that the bankruptcy cases be jointly
administered under the case styled In re BPP Texas, LLC, et al.,
Case No. 10-44378 (Bankr. E.D. Texas).


BPP TEXAS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: BPP Texas, LLC
        c/o FFC Capital Corporation
        625 Liberty Avenue, Suite 3110
        Pittsburgh, PA 15222

Bankruptcy Case No.: 10-44378

Debtor-affiliates that filed separate Chapter 11 petitions:

    Debtor                            Case No.
    ------                            --------
  BPP Wisconsin, LLC                  10-44379
  BPP Michigan, LLC                   10-44380
  BPP Minnesota, LLC                  10-44381
  BPP Illinois, LLC                   10-44382
  BPP Iowa, LLC                       10-44383

Chapter 11 Petition Date: December 21, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Davor Rukavina, Esq.
                  Jonathan Lindley Howell, Esq.
                  MUNSCH HARDT KOPF & HARR, P.C.
                  3800 Lincoln Plaza
                  500 N. Akard Street
                  Dallas, TX 75201
                  Tel: (214)855-7500
                  Fax: (214)855-7584
                  E-mail: drukavina@munsch.com
                          jhowell@munsch.com

Estimated Assets & Debts (In millions):

                     Assets         Debts
                     ------         -----
BPP Texas           $1 to $10    $50 to $100
BPP Wisconsin      $10 to $50    $50 to $100
The petitions were signed by Fred Branovan, president.

BPP Texas' List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
FFC Capital Corporation            Asset Management        $14,883
625 Liberty Avenue, Suite 3110     Fees
Pittsburgh, PA 15222

Howard Johnson International, Inc. Franchise Fees           $3,488
15013 Collections Center Drive
Chicago, IL 60693

HD Supply Facilities Maintenance,  Trade Debt               $3,048
Ltd.
P.O. Box 509058
San Diego, CA 92150-9058

U.S. Foodservice, Inc.             Trade Debt               $2,854

Days Inn Worldwide, Inc.           Franchise Fees           $2,607

Air Force Heating & Conditioning   Trade Debt               $2,391

Janus Hotel Management Services,   Management Agreement     $2,357
LLC

American Hotel Register Company    Trade Debt               $1,747

Tantus Networks                    Trade Debt               $1,562

Ecolab                             Trade Debt               $1,467

Langston's Paint/Handyman          Trade Debt               $1,347

World Cinema, Inc.                 Trade Debt               $1,165

Guest Supply, Inc.                 Trade Debt               $1,154

Time Warner Cable                  Trade Debt               $1,136

SimplexGrinnell                    Trade Debt                 $980

ABC Pest and Lawn Services         Trade Debt                 $935

All Star Carpet Cleaning           Trade Debt                 $747

Sign-a-Rama                        Trade Debt                 $644

Travel Media Group                 Trade Debt                 $541

CenturyLink                        Trade Debt                 $521

BPP Wisconsin's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
FFC Capital Corporation            Asset Management        $33,358
625 Liberty Avenue, #3110          Fees
Pittsburgh, PA 15222

U.S. Foodservice, Inc.             Trade Debt              $26,520
P.O. Box 98420
Chicago, IL 60693-8420

WE Energies                        Trade Debt              $18,921
P.O. Box 2089
Milwaukee, WI 53201-2089

Days Inn Worldwide, Inc.           Franchise Fees          $14,132

Super 8 Worldwide, Inc.            Franchise Fees          $12,028

Grand Chute Utilities              Utilities               $10,522

Interstate Management Company, LLC Management Fees         $10,032

Wauwatosa Water Utility            Utilities                $9,752

Citizens Bank of Mukwonago         Trade Debt               $9,531

World Cinema, Inc.                 Trade Debt               $8,791

HD Supply Facilities Maintenance,  Trade Debt               $8,687
Ltd.

Sky Telnet, Inc.                   Trade Debt               $8,337

Baymont Franchise Systems, Inc.    Franchise Fees           $8,333

Travelodge Hotels, Inc.            Franchise Fees           $7,617

Janus Hotel Management Services,   Management Fees          $6,077
LLC

Howard Johnson International, Inc. Franchise Fees           $5,870

Glendale Water Utility             Utilities - Water        $5,586

J. R. Plumbing, Inc.               Trade Debt               $4,708

Guest Supply, Inc.                 Trade Debt               $4,708

Tantus Networks                    Trade Debt               $4,531


BRIDGEWATER CONDOMINIUMS: Case Summary & 2 Largest Unsec Creditors
------------------------------------------------------------------
Debtor: Bridgewater Condominiums, LLC
        1274 49th St., Suite 272
        Brooklyn, NY 11219

Bankruptcy Case No.: 10-51817

Chapter 11 Petition Date: December 20, 2010

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

Judge: Elizabeth S. Stong

Debtor's Counsel: David Carlebach, Esq.
                  40 Exchange Place, Suite 1306
                  New York, NY 10005
                  Tel: (212) 785-3041
                  Fax: (212) 785-3618
                  E-mail: david@carlebachlaw.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 two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb10-51817.pdf

The petition was signed by Benzion Stiel, managing member.


CAESARS ENTERTAINMENT: Deregisters Non-Voting Shares for Plan
-------------------------------------------------------------
Caesars Entertainment Corporation filed with the Securities and
Exchange Commission on December 13, 2010, a post-effective
amendment to a Form S-8 Registration Statement to deregister
securities originally registered on April 28, 2008.  The
registration relates to the offering of shares of the Company's
non-voting common stock pursuant to the Harrah's Entertainment,
Inc. Management Equity Incentive Plan.  A total of 3,733,835
shares of Non-Voting Common Stock were initially registered for
issuance under the Registration Statement.

On November 23, 2010, the Company completed a reclassification of
its securities such that the Non-Voting Common Stock converted on
a one-for-one basis into shares of voting common stock.  As a
result of the reclassification, the Company will be delivering
shares of Voting Common Stock pursuant to the Plan and will no
longer be delivering shares of Non-Voting Common Stock.

The purpose of the Post-Effective Amendment No. 1 to Form S-8
Registration Statement is to deregister 3,733,835 shares of Non-
Voting Common Stock that have been or may be sold pursuant to the
Plan.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Caesars Entertainment was acquired by investment funds managed by
Apollo Management, L.P and affiliates of TPG Capital, L.P in 2008.
Hamlet Holdings LLC, an entity formed by Apollo and TPG, holds a
89.3% equity stake in Caesars.

In 2008, Caesars Entertainment was acquired by investment funds
managed by Apollo Management, L.P and affiliates of TPG Capital,
L.P (collectively "Sponsors").  Apollo and TPC entered into an
irrevocable proxy vesting voting and dispositive control in Hamlet
Holdings.

Harrah's announced its re-branding to Caesar's on mid-November
2010.  Harrah's carries 'Caa3' long term corporate family and
probability of default ratings, with 'positive' outlook, from
Moody's Investors Service.  It has a 'B-' issuer credit rating,
with 'stable' outlook, from Standard & Poor's.

Caesars Entertainment Inc. carries a 'Ca' long term rating from
Moody's.


CAESARS ENTERTAINMENT: Registers 4.577MM Shares for Incentive Plan
------------------------------------------------------------------
In a Form S-8 filing with the Securities and Exchange Commission
on December 13, 2010, Caesars Entertainment Corporation said it is
offering up to 4,566,919 shares of common stock, $0.01 par value
per share under the Harrah's Entertainment, Inc. Management Equity
Incentive Plan.

The Registration Statement covers, in addition to the number of
shares of Caesars Entertainment Corporation, a Delaware
corporation, common stock, par value $0.01 per share, stated
above, options and other rights to purchase or acquire the shares
of Common Stock covered by this Registration Statement and,
pursuant to Rule 416 under the Securities Act of 1933, as amended,
an additional indeterminate number of shares, options and rights
that may be offered or issued pursuant to the Harrah's
Entertainment, Inc. Management Equity Incentive Plan, adopted
February 27, 2008 as a result of one or more adjustments under the
Plan to prevent dilution resulting from one or more stock splits,
stock dividends or similar transactions.

A copy of the prospectus is available for free at:

               http://ResearchArchives.com/t/s?714c

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.  Harrah's carries 'Caa3' long term corporate family and
probability of default ratings, with 'positive' outlook, from
Moody's Investors Service.  It has a 'B-' issuer credit rating,
with 'stable' outlook, from Standard & Poor's.

Caesars Entertainment Inc. carries a 'Ca' long term rating from
Moody's.


CAPITAL HOME: Asks for Court Okay to Use Cash Collateral
--------------------------------------------------------
Capital Home Sales, LLC, seeks authority from the U.S. Bankruptcy
Court for the Northern District of Illinois to use cash collateral
until February 2011.

On July 1, 2009, the Debtor and TCF National Bank entered into an
Amended and Restated Revolving Credit and Term Loan Agreement.
TCF agreed to provide up to an aggregate principal amount of
$14 million to the Debtor in revolving and term loans.  As of the
Petition Date, TCF asserts that the total amount due and owing to
TCF was approximately $12,628,884.

On May 31, 2009, the Debtor and M.B. Financial Bank, N.A., entered
into an Amended, Restated and Consolidated Loan and Security
Agreement, to secure an Amended, Restated and Consolidated
Revolving Note executed by the Debtor in favor of M.B. in the
principal amount of $25 million.  As of the Petition Date, M.B.
asserts the total amount due and owing to M.B. was approximately
$21,566,048.

On February 22, 2006, Teal Financial, LLC, an assumed entity of
the Debtor, and Village Bank & Trust entered into a Loan and
Security Agreement, to secure non-revolving term notes to be
advanced in amounts not to exceed $5 million.  As of the Petition
Date, VBT asserts that the total amount due and owing to VBT was
approximately $527,841.

On October 24, 2008, the Debtor and Delaware Place Bank entered
into a Floorplan Loan and Security Agreement, to secure a
floorplan line of credit and the non-revolving term notes to be
advanced in amounts not to exceed $5 million.  As of the Petition
Date, Delaware Place asserts that the total amount due and owing
to Delaware was approximately $4,604,224.

On June 10, 2008, the Debtor, doing business as Goshawk Financial,
and First Chicago Bank & Trust entered into a Revolving Credit
Loan and Security Agreement, to secure revolving and term loans to
be advanced in amounts not to exceed the principal amount of
$10 million.  As of the Petition Date, First Chicago asserts that
the total amount due and owing to First Chicago was approximately
$4,045,502.

Gregory K. Stern, Esq., who has an office in Chicago, Illinois,
explains that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.  The Debtor will use the
collateral pursuant to a budget, a copy of which is available for
free at http://bankrupt.com/misc/CAPITAL_HOME_budget.pdf

In exchange for using cash collateral, the Debtor proposes to
grant TCF National, M.B. Financial, Village Bank, Delaware Place,
and First Chicago postpetition replacement liens to the same
extent and with the same priority as each held prepetition on all
of the Collateral and all postpetition property of the Debtor of
the type or kind substantially equivalent to the Collateral.  The
Debtor will maintain adequate property insurance on the
manufactured homes listing TCF National, M.B. Financial, Village
Bank, Delaware Place, and First Chicago as a lienholder where
applicable.

The Debtor asks the Court to set a final hearing for January 18,
2011, at 10:30 a.m. on the Debtor's request to use cash
collateral.

                       About Capital Home

Portland, Oregon-based Capital Home Sales, LLC -- dba Falcon
Financial, LLC; Kestral Financial, LLC; Emerald Financial, LLC;
Teal Financial, LLC; Harrier Financial, LLC; Goshawk Financial,
LLC; Heron Financial, LLC; Wigeon Financial, LLC; Kestral Onel,
LLC; Kestral Rentals; Wigeon Rentals; and Goshawk Rentals --
started as a series of individual companies that performed sales
and rental functions for particular manufactured home communities,
which communities were often related affiliates of the Company.
The Company conducts the foregoing business operation of
purchasing, selling, leasing and financing homes.

The Company filed for Chapter 11 bankruptcy protection on
December 8, 2010 (Bankr. N.D. Ill. Case No. 10-54387).  Gregory K.
Stern, Esq., at Gregory K. Stern, P.C., serves as the Company's
counsel.  The Company estimated its assets at $50 million to
$100 million and debts at $10 million to $50 million.


CASTLEROCK ENTERPRISES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: CastleRock Enterprises, LLC
        1015 Highway 248, Suite K
        Branson, MO 65616

Bankruptcy Case No.: 10-63040

Chapter 11 Petition Date: December 20, 2010

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Eric A. Farris, Esq.
                  FARRIS & ASSOCIATES
                  P.O. Box 490
                  Branson, MO 65616
                  Tel: (417) 334-7278
                  Fax: (417) 334-7503
                  E-mail: eric@farrislawgroup.com

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

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

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

The petition was signed by Dimitrios Tsahiridis, managing member.


CELEBRITY RESORTS: Court Declares Son, Not Father, as Owner
-----------------------------------------------------------
Neil S. Meyers, v. Jared M. Meyers, et al., Adv. Pro. No. 10-00178
(Bankr. M.D. Fla.), seeks (i) a declaratory judgment that the
Plaintiff is the owner of Celebrity Resorts, LLC, and its
affiliates; and (ii) the issuance of an injunction prohibiting son
Jared Meyers from exercising control over the Debtors.

Judge Arthur B. Briskman denies the request, ruling that the
Plaintiff has not carried his burdens.  He has not established he
is entitled to declaratory relief or to the imposition of an
injunction.  Plaintiff did not own or control any of the Debtors
on the Petition Date.  According to Judge Briskman, Jared owned
and controlled the Debtors.  He was authorized to file bankruptcy
petitions for the Debtors.

A copy of Judge Briskman's December 17, 2010 Memorandum Opinion
and Order is available at http://is.gd/jceRQfrom Leagle.com.

Orlando, Florida-based Celebrity Resorts, LLC, and 35 affiliates
filed for Chapter 11 bankruptcy protection on March 5, 2010
(Bankr. M.D. Fla. Lead Case No. 10-03550).  R. Scott Shuker, Esq.,
at Latham Shuker Eden & Beaudine LLP, assists the Debtor in its
restructuring effort.  The Company estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.


CENTRAL TEXAS TRAILS: Texas High Ct. Remands Suit Over 2003 Crash
-----------------------------------------------------------------
The Supreme Court of Texas affirmed a court of appeals' judgment
over damage awards in a lawsuit involving a 2003 bus crash
accident, and remanded the matter to trial court for further
proceedings.  The Texas Supreme Court also issued rulings over
federal safety standards.  The High Court held that federal safety
standards at issue do not preempt state law.

The case is MCI Sales and Service, Inc., f/k/a Hausman Bus Sales,
Inc., and Motor Coach Industries Mexico, S.A. de C.V., f/k/a Dina
Autobuses, S.A. de C.V., v. James Hinton, Individually and as
Representative of the Estate of Dolores Hinton, Deceased, et al.,
No. 09-0048 (Tex. Sup. Ct.).

Bus owner and operator Central Texas Trails, Inc., Central Texas
Bus Lines, Inc., and Kincannon Enterprises, Inc., filed for
Chapter 11 bankruptcy protection shortly after a 2003 bus
accident.  The bus crash victims filed creditor claims against
Central Texas in the bankruptcy court.  Central Texas maintained a
$5 million liability insurance policy, and the carrier paid the
policy limits into the bankruptcy court's registry, creating a
liability fund.  The bus crash claimants participated in non-
binding mediation, the goal of which was to formulate a plan for
apportioning the fund.  The mediator assigned a percentage of the
fund to each claimant, and these percentages were incorporated
into a plan submitted to the bankruptcy court for approval, which
was given on October 21, 2003.

Under the "Apportionment Plan," a claimant could accept the
mediator's percentage and immediately receive that portion of the
liability fund.  If the claimant chose not to accept the
mediator's allocation, the claimant participated in a "Litigation
Plan."  Under this plan, the claimants tried their claims to a
special judge agreed to by the participants, and their recovery
under this plan was capped at 110% of the mediator's allocation.
Further, the parties could agree at any time to approve a full or
partial distribution to any or all participants.

Central Texas's tort liability in excess of the liability fund was
discharged upon approval of its reorganization plan in 2004.

On June 26, 2003, a group of the injured bus occupants -- or their
estates -- and their relatives filed suit against Motor Coach
Industries Mexico, S.A. de C.V., and MCI Sales and Service, Inc.,
the bus's manufacturer, importer, and distributor, alleging the
motorcoach was defectively designed because it lacked passenger
seatbelts and laminated-glass windows.  MCI attempted to join
Central Texas and the bus driver as responsible third parties, but
the trial court denied the motion and also refused to submit a
question asking the jury if Central Texas and the driver were
liable as responsible third parties or as settling parties to
determine proportionate liability.

Following a jury trial, the jury found for the Plaintiffs, making
separate causative findings as to each claim.  The jury awarded
over $17 million in damages.  After the jury's verdict but before
entry of judgment, the Plaintiffs, all of whom opted for
resolution of their claims against Central Texas via the
Litigation Plan, appeared before a special judge.  The judge found
that the bus driver's negligence proximately caused the accident
that produced the Plaintiffs' injuries and that he was acting
within the scope of his employment with Central Texas.  Further,
the judge determined that the jury's damage awards, with one
exception, significantly exceeded the 110% maximum recovery under
the Litigation Plan.

Limiting the one participant's recovery to what the jury awarded,
the judge capped the remaining damage awards at the 110% maximum.
Because of the limited funds, however, the awards were prorated so
that each participant received a relative percentage of the actual
award. In the end, each Litigation Plan participant (again, with
the one exception) received a sum that is within 2% of the amount
allocated by the mediator.  The bankruptcy judge approved the
special judge's report, and the payments were made.  Thereafter,
the trial court entered judgment, adjusting the damage awards to
account for the funds received under the Litigation Plan.

MCI appealed, and the court of appeals reversed and remanded.  The
court rejected MCI's preemption arguments but agreed that the
trial court abused its discretion by not submitting a question to
the jury regarding Central Texas and the bus driver's
proportionate liability as settling persons.  MCI then petitioned
the Supreme Court for review of the preemption issues, and the
Plaintiffs cross-petitioned for review of the proportionate
responsibility issue.

A copy of the Texas Supreme Court's opinion dated Dec. 17, 2010,
is available at http://is.gd/jddAsfrom Leagle.com.  Justice Eva
Guzman delivered the opinion of the Court, in which Justice Nathan
L. Hecht, Justice Dale Wainwright, Justice David Medina, Justice
Phil Johnson, Justice Don R. Willett, and Justice Debra Lehrmann
joined, and in which Chief Justice Wallace B. Jefferson joined as
to Parts I and II.  Chief Justice Jefferson filed an opinion,
dissenting in part.  Justice Paul W. Green did not participate in
the decision.


CFC MANAGEMENT: Inability to Refinance Loan Cues Bankruptcy Filing
------------------------------------------------------------------
Nashville, Tennessee-based CFC Management, LLC, doing business as
Mad Donna's Restaurant & Lounge, filed for Chapter 11 protection
in its hometown on December 16, 2010 (Bankr. M.D. Tenn. Case No.
10-13585).  Affiliate CFC Properties, LLC, also filed (Case No.
10-13586).
CFC Management estimated $50,000 in assets and $100,000 to
$500,000 in debts in its Chapter 11 petition.  CFC Properties
estimated $500,000 to $1,000,000 in assets and debts.  The
outstanding debts also included unpaid federal and state taxes.

Kristen MacBeth at BankruptcyHome.com reports that one of the main
reasons for the filing was not a lack of business related to
recession-induced downsizing, but an inability for the owners to
secure refinance loans for the property.  CFC is now looking for
new investors and alternative ways to acquire financing.

CFC Management owns Tennessee restaurants Mad Donna's and MD Loft.

The Debtors are represented by:

    Joseph P. Rusnak, Esq.
    Tune Entrekin & White PC
    315 Deaderick Street, Suite 1700
    Nashville, TN 37238-1700
    Tel: (615) 244-2770
    Fax: (615) 244-2778
    E-mail: jrusnak@tewlawfirm.com


CLAIM JUMPER: Gift Card Holders to get Money Back
-------------------------------------------------
Bethany Clough at The Fresno Bee reports Landry's Restaurant Inc.,
the parent company of Claim Jumper, said holders of Claim Jumper
gift cards are going to get their money back.  Customers can have
a check mailed to them, or exchange their card for one that is
good at any of the 200 restaurants owned by Landry's.

                        About Claim Jumper

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

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

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

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

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

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


CLIFFS AT INDIAN: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Cliffs at Indian Pointe, LLC
        nka Premiere Properties of the Ozarks, LLC
        422 Burk Road
        Highlandville, MO 65669

Bankruptcy Case No.: 10-63044

Chapter 11 Petition Date: December 20, 2010

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Raymond I. Plaster, Esq.
                  RAYMOND I. PLASTER, P.C.
                  2032 E. Kearney, Ste. 107
                  Springfield, MO 65803
                  Tel: (417) 831-6900
                  Fax: (417) 831-6901
                  E-mail: riplaster@rip-pc.com

Scheduled Assets: $5,500,000

Scheduled Debts: $7,723,954

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Great Southern            Deed of Trust          $10,000
P. O. Box 68
Springfield, MO 65801-0068

The petition was signed by Karen O. Woolard, managing member.


CNO FINANCIAL: Moody's Upgrades Ratings on Senior Loan to B1'
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of CNO
Financial Group's senior secured credit facility and senior
secured notes to B1 from B2 and its senior unsecured convertible
debentures to B2 from Caa1.  The rating outlook for CNO and its
subsidiaries is stable.  This rating action concludes the review
for possible upgrade that was initiated on November 30, 2010.

                        Ratings Rationale

Moody's Vice President and Senior Credit Officer, Ann Perry, said:
"The upgrade of CNO's debt follows the successful refinancing of
the company's bank debt, which reflects improvement in the
company's capital structure, particularly a better laddering of
debt maturities".  CNO issued a $375 million senior secured
amortizing term loan with a final maturity of September 2016 and a
new pari-passu issuance of $275 million of senior secured notes
with a final maturity of January 2018, and used the proceeds of
these issuances, along with cash held at the holding company, to
refinance the existing $652 million of senior secured bank debt.
The B2 rating on the senior convertible debentures has been
upgraded by two notches to one notch below the senior secured debt
ratings.  This notching difference reflects its more junior
ranking in the capital structure as unsecured versus secured debt,
and incorporates Moody's normal notching practice.

Moody's commented that the amortization of the new senior secured
credit facility, extension of the debt maturities, and repayment
of a portion of the existing bank debt from holding company cash
included in the refinancing represent progress for CNO in
addressing its constrained capital structure.  However, the
company's credit profile is still challenged by modest financial
flexibility and historically low profitability with recurring,
albeit reduced and less frequent, "one-time" charges.  CNO's
ratings also reflect the challenges that it will face in improving
its sales and market presence, maintaining the strength of its
agency force, and repricing its book of long term care insurance.

On the positive side, the rating agency noted CNO's more recent
consistent statutory earnings and signs of improvement in its
capacity for internal capital generation at the life insurance
operating companies.  In addition, there has been improvement in
CNO's statutory and GAAP earnings in 2010, stronger holding
company liquidity, and progress made in remediating internal
controls and risk management weaknesses.

According to Moody's, these could put upward pressure on CNO's IFS
ratings: sustained annual run-rate consolidated statutory EBIT of
at least $150 million (net after the negative impact on earnings
of fees paid to the holding company and investment losses); a
sustained NAIC RBC ratio on a consolidated basis consistently
above 300%; and investment losses of less than $50 million for
2011.  Conversely, downward pressure could result from these:
financial flexibility constrained by tight credit facility
covenants; adjusted GAAP EBIT coverage of below two and a half
times; an NAIC RBC ratio of any statutory operating entity below
200%, or an NAIC RBC ratio of a statutory entity actively
marketing insurance products below 275%.

CNO Financial Group is a specialized financial services holding
company that operates primarily in the life and health insurance
sectors through its subsidiaries.  As of September 30, 2010, CNO,
which is headquartered in Carmel, Indiana, reported total assets
of $32 billion and shareholders' equity of $4.6 billion.

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


CNO FINANCIAL: S&P Raises Counterparty Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
counterparty credit rating on CNO Financial Inc. to 'B' from 'B-'
and its counterparty credit and financial strength ratings on CNO
Financial's operating companies to 'BB' from 'BB-'.  Standard &
Poor's also said that it removed all of these ratings from
CreditWatch, where they were placed on Nov. 30, 2010, with
positive implications.  The outlook on all these companies is
stable.

"The ratings on CNO Financial reflect the company's significantly
improved financial flexibility in the past year," noted Standard &
Poor's credit analyst Kevin G. Maher.  "This improvement stemmed
from extending the maturities of its credit facility by several
years, an equity offering, renegotiated covenants of the senior
credit agreement, and a convertible debt restructuring in October
2009."  These actions have provided a modest cushion above bank
covenants on the senior credit agreement; capital and earnings are
the key covenants that could be pressured.

S&P believes that the fundamentals of the operating companies
should support the growth of capital and provide a cushion above
the covenants over the next several years, absent any further
significant investment losses or unexpected deterioration to the
good operating performance.  The primary sources of cash at the
holding company are dividends from the operating companies,
interest on surplus debentures, and management and investment
fees.  The holding company continues to rely on its operating
companies to improve risk-adjusted capitalization to stay within
covenants, which in turn compels the operating companies to
minimize dividends.

The outlook is stable.  The rating anticipates that CNO Financial
will maintain and widen the cushion above its bank covenants.  The
size of the cushion in GAAP interest coverage improved modestly
with reduction of some higher interest debt.  S&P expects GAAP
interest coverage to remain at or above 3x.

The refinancing of the credit facility extends the maturities to
2016 and 2018 from 2013, which reduces near-term pressure.
However, CNO Financial will continue to have modest financial
flexibility because of limitations on dividends from the operating
companies.  S&P expects earnings, capital, and financial
flexibility to continue to improve modestly in 2011, though
significant investment write-downs or a deterioration in the
insurance subsidiaries' operating performance could cause the
company to breach its covenants.  If GAAP operating earnings
decline below $120 million for 2011 or if financial flexibility
decreases, S&P would likely lower all of the ratings.


COLOR ALL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Color All Technologies International Inc.
        3902 Flatiron Loop, #102
        Wesley Chapel, FL 33544

Bankruptcy Case No.: 10-48452

Chapter 11 Petition Date: December 20, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  SHRAIBERG, FERRARA & LANDAU P.A.
                  2385 NW Executive Center Drive, #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  E-mail: bshraiberg@sfl-pa.com

Scheduled Assets: $379,449

Scheduled Debts: $4,485,229

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-48452.pdf

The petition was signed by Ezra Beard, president & CEO.


COLUMBIAN CHEMICALS: S&P Assigns 'BB-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'BB-'
corporate credit rating to Marietta, Georgia-based Columbian
Chemicals Acquisition LLC.  The outlook is stable.

At the same time, S&P assigned its 'BB' issue-level ratings (one
notch above the corporate credit rating) to Columbian Chemicals'
$375 million senior secured credit facilities due 2015.  The
recovery ratings are '2', indicating S&P's expectation of
substantial recovery (70%-90%) in the event of a payment default.

The company used the proceeds primarily to refinance its existing
debt and extend debt maturities, with a portion of the funds
allocated for fees and expenses.  The senior facilities consist of
a $75 million revolving credit facility and a $300 million term
loan A.

"The ratings on Columbian Chemicals reflect the company's
aggressive financial risk profile as well as its fair business
risk profile," said Standard & Poor's credit analyst Ket Gondha.

Although Columbian Chemicals is the world's third-largest
manufacturer of carbon black, it has a narrow product focus, and
substantial customer and end-market concentration related to sales
to the automotive industry.  In addition, the company is exposed
to raw material price volatility, though it can typically pass
through cost increases with a moderate time lag.


CONAGRA FOODS: Fitch Says Outlook Cuts Cue Increased Concern
------------------------------------------------------------
Repeated cuts to the fiscal 2011 outlook of Conagra Foods, Inc.,
have a resulted in increased credit default swap market concern
about the health of the company, according to Fitch Solutions in
its latest earnings commentary.

With Conagra's CDS spreads widening 96% over the last three
months, 'credit markets have continued to price in increasing
default risk for Conagra,' said Author and Managing Director
Jonathan Di Giambattista.  Meanwhile, market uncertainty over the
food maker's future performance appears to have diminished as
Conagra's CDS liquidity moved from trading in the 20th regional
percentile to the 30th.

Elsewhere, CDS on Commercial Metals Company have tightened 8% over
the last three months.  The CDS Implied Rating for CMC has fallen
two notches in 2010 to 'BB-'.  'Spot spreads are placing CMC's
credit risk at a 'B+' level,' said Di Giambattista.

Conagra Foods, Inc. (CONSUMER GOODS/Food Producers)

Credit spreads have widened over the last three months, with the
five-year point widening from 49 basis points (bps) to 96 bps, an
increase of 96%.  The liquidity score on Conagra Foods, Inc.
increased from 7.84 to 7.99 over the three-month period, causing a
decrease in liquidity from trading in the 20th percentile to the
30th percentile.

Commercial Metals Company (BASIC MATERIALS/Industrial Metals)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 399 bps to 377 bps, a decrease of
5.5%.  The liquidity score on Commercial Metals Company decreased
from 8.10 to 7.91 over the three-month period, causing an increase
in liquidity from trading in the 31st percentile to the 27th
percentile.

Navistar International Corporation (INDUSTRIALS/Industrial
Engineering)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 388 bps to 327 bps, a decrease of
-16%.  The liquidity score on Navistar International Corporation
increased from 8.12 to 8.37 over the three-month period, causing a
decrease in liquidity from trading in the 31st percentile to the
42nd percentile.

Nike Inc. (CONSUMER GOODS/Personal Goods)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 51 bps to 49 bps, a decrease of -
4%.  The liquidity score on Nike Inc. increased from 8.71 to 8.84
over the three-month period, causing a decrease in liquidity from
trading in the 47th percentile to the 53rd percentile.

Hovnanian Enterprises, Inc. (CONSUMER GOODS/Household Goods)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 1658 bps to 1487 bps, a decrease
of -10%.  The liquidity score on Hovnanian Enterprises, Inc.
decreased from 7.82 to 7.71 over the three-month period.  The
regional percentile ranking stayed the same


CONNACHER OIL: Moody's Gives Stable Outlook, Keeps 'Caa1' Rating
----------------------------------------------------------------
Moody's Investors Service changed Connacher Oil & Gas Limited's
outlook to stable from negative and affirmed its Caa1 Corporate
Family Rating.  Moody's also affirmed both the B1 rating on
Connacher's US$200 million of first lien notes due July 15, 2014,
and the Caa2 rating on the US$587 million of second lien notes due
December 2015.  Connacher's SGL-3 Speculative Grade Liquidity
rating was affirmed.

"Connacher's outlook was changed to stable in recognition of the
steady ramp-up of Algar over the past several months," said Terry
Marshall, Moody's Senior Vice President.  "We expect Connacher to
produce both higher and more consistent cash flow in 2011 as Algar
continues to advance and Pod 1 stabilizes, enabling the company to
produce as much as 14,000 to 15,000 barrels of bitumen per day
before royalties in 2011."

Downgrades:

Issuer: Connacher Oil and Gas Limited

  -- Senior Secured Regular Bond/Debenture, Downgraded to LGD2,
     12% from LGD2, 11%

Upgrades:

Issuer: Connacher Oil and Gas Limited

  -- Senior Secured Regular Bond/Debenture, Upgraded to LGD4, 58%
     from LGD4, 59%

Outlook Actions:

Issuer: Connacher Oil and Gas Limited

  -- Outlook, Changed To Stable From Negative

Connacher will have a much lower capital spending program in 2011
with Algar and its associated 13 megawatt cogen facility now
complete.  The anticipated completion of a utility substation in
the first half of 2011 should alleviate some of the power outage
issues experienced by Connacher in 2010.

The Caa1 CFR reflects Connacher's very high leverage and debt
service cost, small production base, and a liquidity position that
is likely to be periodically dependent on external sources absent
high bitumen prices.  The CFR is supported by Connacher's current
bitumen production of about 13,000 to 14,000 bpd, its large proven
and probable reserve base, and its 9,500 barrels per day asphalt
refinery.

Connacher's SGL-3 Speculative Grade Liquidity rating reflects
adequate liquidity over the next twelve to fifteen months.
Moody's believe Connacher will need to utilize its revolver from
time to over the course of the next 12 months as it funds its
capital program and deals with the inherent variability in its
bitumen production and in its asphalt refinery.  Connacher's
US$50 million revolving credit facility (US$45 million available
given letter of credit usage) should be adequate for this purpose.
Connacher should be in compliance with its financial covenants
during this period.  The company's assets are pledged under the
first lien credit facility and notes, but it does have the ability
to sell certain non-core assets, if proceeds are reinvested in the
business, as Connacher has indicated it intends to do.
Incremental cash from these assets sales may be needed to cover
the company's interest and capex in the first half of the 2010.

The stable outlook reflects Moody's expectation that Algar and Pod
1 will consistently produce bitumen in the range of 14,000 bpd and
that the company's high leverage will decline.  The rating could
be upgraded if Connacher is able to demonstrate that it will be
able to maintain bitumen production in the range of 14,000 to
15,000 bpd, maintain adequate liquidity to readily fund interest
and capex, and lower its debt to EBITDA towards the 5x range.  The
outlook or rating could be lowered if liquidity appears
insufficient to meet negative free cash flow or if Debt to EBITDA
does not show improvement from current levels.

In accordance with Moody's Loss Given Default Methodology the
notching of the first lien notes three notches above the CFR at B1
reflects their priority in the capital structure, with only the
US$50 million first lien revolver and priority trade receivables
ranking prior.  The notching of the second lien notes at Caa2,
reflects the cushion provided by the C$100 million subordinated
convertible notes and regular trade payables.

Connacher Oil and Gas Limited, headquartered in Calgary, Alberta,
is an oil and gas company with primary focus on the development
and production of oil sands.


CONVATEC HEALTHCARE: Moody's Assigns B2 Corporate; PR Corrected
---------------------------------------------------------------
Moody's Investors Service has made a correction on its press
release on ConvaTec Healthcare B S.a.r.l., substituting the last
paragraph but one of the Ratings Rationale with these: "The
principal methodologies used in rating ConvaTec were "Global
Medical Products & Device Industry" published in October 2009 and
"Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA" published in June 2009."  Moody's
also substituted the third paragraph under Regulatory Disclosures
wih these: "The rating has been disclosed to the rated entity or
its designated agents and issued with no amendment resulting from
that disclosure."

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

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

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

                        Ratings Rationale

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

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

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

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

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

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

Assignments:

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

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

Issuer: ConvaTec Healthcare E S.A.

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

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

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

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

Issuer: ConvaTec Inc.

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

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

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

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


CONVERGYS CORPORATION: Moody's Affirms 'Ba1' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 corporate family rating
for Convergys Corporation and revised the rating outlook to stable
from negative.  Concurrently, Moody's upgraded the speculative-
grade liquidity rating to SGL-1 from SGL-2.

The outlook revision reflects the stabilization of the company's
operating performance and Moody's expectation that the core
Customer Management segment will achieve slight revenue growth and
improved profitability in 2011.  With the sale of the Human
Resources (HR) Management business, which was substantially
completed in June 2010, the uncertainties surrounding
implementation obligations were eliminated.  Without the cash
drain of the HR business, the company has managed to restore free
cash flow to levels more consistent with the past.  While revenue
growth and margins of the customer care business remains
challenged, Moody's believes that the company can manage its
remaining cost structure to ensure annual free cash flow in excess
of $150 million regardless of the pace of economic recovery.

The SGL-1 liquidity rating indicates very good liquidity for the
company.  The improvement in liquidity arises from the full
repayment of the $400 million revolving credit facility, which was
fully drawn as of December 31, 2009.  While the maturity of the
facility is October 2011, Moody's expects the company will renew a
sizable portion of the revolver.

Convergys' Ba1 corporate family rating reflects the company's
leading customer care market share and low financial leverage.
The core customer care business has proven fairly resilient to
economic cycles as clients place a higher priority on customer
retention in the midst of cost reduction initiatives.  The rating
is constrained by the company's high customer concentration (e.g.,
top three clients account for over one-third of revenues) and
increasing service line concentration to the lower margin call
center outsourcing business following the sale of the HR business
and deterioration of the Information Management segment, which has
yet to recover from the loss of higher margin AT&T and Sprint
revenues.

Over the long term, Moody's believes growth opportunities remain
healthy as companies continue to outsource their customer care
functions; however, in the near term, Moody's expects organic
growth to be limited by a slowly recovering economy.

Ratings affirmed:

* Corporate Family Rating -- Ba1
* Probability of Default Rating -- Ba1
* Senior unsecured shelf rating at (P)Ba1 (LGD 3, 44%)
* Preferred shelf rating at (P)Ba2 (LGD 6, 97%)

Rating upgraded:

* Speculative Grade Liquidity Rating -- SGL-1 from SGL-2

Moody's most recent rating action was on May 14, 2009, when
Moody's confirmed Convergys' Ba1 rating and changed the rating
outlook to negative following a review period.

Convergys Corporation, headquartered in Cincinnati, Ohio, provides
outsourced customer care, telecommunications and cable billing
services.


CORT JONES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Cort R. Jones
               Lisa D. Jones
                 dba Cort's Mobile Homes
               16611 N. IL Highway 37
               Mount Vernon, IL 62864

Bankruptcy Case No.: 10-41897

Chapter 11 Petition Date: December 21, 2010

Court: U.S. Bankruptcy Court
       Southern District of Illinois (Benton)

Judge: Laura K. Grandy

Debtors' Counsel: Michael E. Reed, Esq.
                  P.O. Box 1885
                  310 S. Elm Street
                  Centralia, IL 62801
                  Tel: (618) 533-0122
                  Fax: (618) 533-7541
                  E-mail: reedlaw1885@gmail.com

Estimated Assets: $1,045,750

Estimated Debts: $2,479,451

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilsb10-41897.pdf


CRYSTAL CATHEDRAL: Examiner Charged With Probing Compensation
-------------------------------------------------------------
Dow Jones' Small Cap reports that Crystal Cathedral Ministries has
agreed to have an examiner appointed in its bankruptcy case to
delve deeper into insider compensation issues after seeing a
federal watchdog and unsecured creditors take aim at its proposed
salaries for certain executives.

The company, alongside the official committee representing
unsecured creditors in the case and the U.S. trustee assigned to
the proceedings, have decided that the circumstances of the case
are ripe for the addition of an examiner, according to court
papers filed earlier with the U.S. Bankruptcy Court in Santa Ana,
Calif., Dow Jones' notes.

It was agreed that the examiner's budget won't exceed $25,000,
according to Bill Rochelle, the bankruptcy columnist for Bloomberg
News.

The U.S. trustee Tuesday filed an application with the court for
the appointment of Christopher Barclay, a director with expert
services firm LECG LLC, who the U.S. Trustee selected to serve in
the role, the report adds.

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: Judge Approve Chapter 11 Liquidation Plan
-------------------------------------------------------
A bankruptcy judge on Tuesday approved Cynergy Data LLC's
Chapter 11 liquidation plan, overruling objections from the
company's former CEO regarding releases granted to a lender,
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: Files Schedules of Assets and Liabilities
------------------------------------------------------
David Michael Dunne filed with the U.S. Bankruptcy Court for the
Western District of Washington its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                 $5,921,000
  B. Personal Property            $22,830,110
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,208,190
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $64,586,297
                                  -----------     -----------
        TOTAL                     $28,751,110     $67,794,487

A copy of the schedules is available for free at:

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

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.


DAVROC LLC: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Davroc, LLC
          dba The Trading Post
        314 Kent Road
        New Milford, CT 06776

Bankruptcy Case No.: 10-53030

Chapter 11 Petition Date: December 20, 2010

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Ira B. Charmoy, Esq.
                  ZELDES NEEDLE & COOPER
                  1000 Lafayette Blvd
                  P.O. Box 1740
                  Bridgeport, CT 06601
                  Tel: (203) 333-9441
                  Fax: (203) 333-1489
                  E-mail: icharmoy@znclaw.com

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

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

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ctb10-53030.pdf
The petition was signed by David Lord, managing member.


DEE RANDALL: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Dee Allen Randall
        1376 Golden Circle Drive
        Kaysville, UT 84037

Bankruptcy Case No.: 10-37546

Chapter 11 Petition Date: December 20, 2010

Court: U.S. Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: R. Kimball Mosier

Debtor's Counsel: Andres Diaz, Esq.
                  1 ON 1 LEGAL SERVICES
                  307 West 200 South, Suite 2004
                  Salt Lake City, UT 84101
                  Tel: (801) 596-1661
                  Fax: (801) 359-6803
                  E-mail: courtmail@adexpresslaw.com

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

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

Debtor's List of five Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Provident Funding                  Rental Unit 190        $216,459
P.O. Box 5914                      Millcreek
Santa Rosa, CA 95402

ASC                                Rental Unit 190        $213,000
P.O. Box 10328                     Millcreek
Des Moines, IA 50306

C.L.I. Enterprises                 Remainder of Lease     $138,667
Jeffery Fillmore
10 East South Temple, #900
Salt Lake City, UT 84110

American Express                   Business Credit         $39,276
                                   Card

Bank of America                    Credit Card for         $29,903
                                   Business


DELUXE ICE: Hearing on Key Bank's Cash Use Continued Until Jan. 18
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
has continued until January 18, 2011, at 10:00 a.m., to consider
Matterhorn Group, Inc., et al's request to access cash collateral.

Matterhorn Group, Inc., is a debtor-affiliate of Deluxe Ice Cream
company.

The Court previously granted the Debtors interim access to the
cash which their primary secured creditor Key Bank, N.A., claim an
interest.

As reported in the Troubled Company Reporter on August 5, 2010, as
of the Petition Date, the Debtors owed the Bank approximately
$1,249,983 on a term loan and approximately $9,314,953 on a
revolving line of credit.

The Debtors would use the cash collateral to fund their Chapter 11
case, pay suppliers and other parties.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the bank and the other
creditors (i) an equity cushion in excess of 20%; (ii) adequate
protection payments; (iii) replacement liens; and (iv) continued
operation of the Debtors' business, which will preserve the value
of the Debtors' assets, business and going concern value.

                   About Deluxe Ice Cream Company

Matterhorn Group, Inc., owns 100% of the equity of Deluxe Ice
Cream Company and Vitafreze Frozen Confections, Inc.  The
companies are independent producers of ice cream and water-ice
novelty products in the United States.  They operate from
manufacturing facilities in Sacramento, California, and Salem,
Oregon.  The companies' administrative office is in Las Vegas,
Nevada.

Boise, Idaho-based Deluxe Ice filed for Chapter 11 bankruptcy
protection on July 26, 2010 (Bankr. E.D. Calif. Case No. 10-
39670), along with Matterhorn Group, Inc. (Case No. 10-39672) and
Vitafreze Frozen Confections, Inc. (Case No. 10-39664).  Deluxe
Ice and Vitafreze Frozen each estimated assets and debts at
$10 million to $50 million.

On August 3, 2010, the Court ruled that the bankruptcy cases be
jointly administered, with Matterhorn Group as the lead case.


DELUXE ICE: Creditors Have Until January 7 to File Proofs of Claim
------------------------------------------------------------------
The Hon. Michael S. McManus of the U.S. Bankruptcy Court for the
Eastern District of California has set January 7, 2011, as the
deadline of creditors to file proofs of claim against Deluxe Ice
Cream Company, et al.

Proofs of claim requesting for allowance or payment of an
administrative claim; and resulting or arising from the Debtors'
rejection of an expired lease or executory contract, must be filed
with:

     Ron Bender, Esq.
     LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
     10250 Constellation Boulevard, Suite 1700
     Los Angeles, CA 90067
     Tel: (310) 229-1234
     Fax: (310) 229-1244
     E-mail: rb@lnbyb.com

Matterhorn Group, Inc., owns 100% of the equity of Deluxe Ice
Cream Company and Vitafreze Frozen Confections, Inc.  The
companies are independent producers of ice cream and water-ice
novelty products in the United States.  They operate from
manufacturing facilities in Sacramento, California, and Salem,
Oregon.  The companies' administrative office is in Las Vegas,
Nevada.

Boise, Idaho-based Deluxe Ice filed for Chapter 11 bankruptcy
protection on July 26, 2010 (Bankr. E.D. Calif. Case No. 10-
39670), along with Matterhorn Group, Inc. (Case No. 10-39672) and
Vitafreze Frozen Confections, Inc. (Case No. 10-39664).  Deluxe
Ice and Vitafreze Frozen each estimated assets and debts at
$10 million to $50 million.

On August 3, 2010, the Court ruled that the bankruptcy cases be
jointly administered, with Matterhorn Group as the lead case.


DIABETES AMERICA: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Diabetes America, Inc.
          fka Diabetes Centers of America, Inc.
        11321 Fallbrook Drive
        Houston, TX 77065

Bankruptcy Case No.: 10-41521

Chapter 11 Petition Date: December 21, 2010

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: H. Joseph Acosta, Esq.
                  Micheal W. Bishop, Esq.
                  LOOPER REED & MCGRAW P.C.
                  Thanksgiving Tower, Suite 4600
                  1601 Elm Street
                  Dallas, TX 75201
                  Tel: (214) 954-4135
                  Fax: (214) 953-1332
                  E-mail: jacosta@lrmlaw.com
                          mbishop@lrmlaw.com

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

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

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

The petition was signed by Nicholas K. Vita, chairman.


DISH NETWORK: Ergen Five-Year Owns 12.5 Million Class B Shares
--------------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
December 10, 2010, Ergen Five-Year 2010 DISH GRAT disclosed that
it beneficially owns 12,500,000 shares of DISH Network Corp.'s
Class B common stock.

On November 30, 2010, Charles W. Ergen established four GRATs,
contributing 12,500,000 Class B shares to each, resulting in the
transfer of a total of 50,000,000 Class B shares.  The other GRATs
are Ergen Four-Year 2010 DISH GRAT, Ergen Three-Year 2010 DISH
GRAT and Ergen Two-Year 2010 DISH GRAT.

Each Grantor Retained Annunity Trust may elect into convert any or
all of its Class B shares to an equal number of Class A shares at
any time for no additional consideration.

There is no formal agreement to vote or dispose of the shares
owned by each GRAT in a particular manner.  The dispositive and
voting power of the shares held by each of the GRATs is made
independent of each other, except to the extent that Mrs. Cantey
M. Ergen is the trustee of each of the GRATs and in that respect
is able to control the disposition and voting of the shares of
Class B Common Stock owned by each such GRAT.

                        About DISH Network

DISH Network Corporation is the third largest pay television
provider in the United States with 14.1 million subscribers as of
Dec. 31, 2009.  Annual revenues approximate $11.6 billion.

The Company's balance sheet at June 30, 2010, showed $9.03 billion
in total assets and $10.61 billion in total liabilities, and a
stockholders' deficit of $1.58 billion.

                           *     *     *

Dish Network carries a 'Ba3' corporate family rating, with "stable
outlook", from Moody's.  In March 2010, Moody's said the ratings
are not affected by the announcement that a U.S. appeals court
upheld a lower court's ruling that despite changes made by Dish to
its DVR software, the company was still infringing on TiVo Inc.'s
patents.  Dish and TiVo have been in litigation since 2004 over
TiVo's patent infringement claim.  As a result of the ruling, the
Company owes approximately $300 million in damages through July
2009 and potentially additional charges should the company be
required to pay for patent infringements since July 2009.  Dish
announced that it will be seeking a further review of the court's
latest decision by the full Federal Circuit.  Moody's noted that
if the company fails to win on the further review, it will have to
pay a sizable sum to TiVo, but it will still have to contend with
the future of its DVR product offering.  Its last hope is to gain
approval for a design around the TiVo patents, but if
unsuccessful, Dish will need to negotiate a licensing arrangement
with TiVo to avoid the risk of having to disable and replace
millions of DVRs at significant expense


DIVINE SQUARE: Asks for Court's Permission to Use Cash Collateral
-----------------------------------------------------------------
Divine Square LW, LLC, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to use cash collateral
until December 31, 2010.

As of the Petition Date, the Debtor's secured lender, Intervest
National Bank, was owed approximately $14,800,000.

Peter H. Levitt, Esq., at Shutts & Bowen LLP, explains that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.  The Debtor will use the collateral pursuant to
a budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtor proposes to
provide Intervest with a replacement lien on and in all property
of the Debtor acquired or generated after the Petition Date.  The
Debtor proposes to afford Intervest an administrative claim with
priority over all other administrative expense claims.  The Debtor
will also furnish Intervest with financial and other information
as required by underlying loan documents or other reports as
Intervest may reasonably request.

The Debtor further seeks that a final hearing be held before
December 31, 2010.

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


DK AGGREGATES: Committee Wins Nod for Heller Draper as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
has granted the Official Committee of Unsecured Creditors in DK
Aggregates LLC's Chapter 11 case permission to employ Heller,
Draper, Hayden, Patrick & Horn, LLC, as its counsel as of
October 6, 2010.

Professionals who are expected to have primary responsibility for
providing services to the Official Committee of Unsecured
Creditors and their current applicable hourly rates are:

          Douglas S. Draper, Esq.     $325
          Other Partners              $325
          Associates                  $275
          Paralegals                   $75

The Bankruptcy Court is satisfied that the firm represents no
interest adverse to the estate and that it is a "disinterested
person" as that term is defined under Sec. 101(14) of the
Bankruptcy Code.

The firm can be reached at:

          Douglas S. Draper, Esq.
          HELLER, DRAPER, HAYDEN, PATRICK & HORN, LLC
          650 Poydras Street, Suite 2500
          New Orleans, LA 70130
          Tel: (504) 299-3300
          Fax: (504) 299-3399
          E-mail: ddraper@hellerdraper.com

Pearlington, Mississippi-based DK Aggregates LLC filed for Chapter
11 bankruptcy protection on August 9, 2010 (Bankr. S.D. Miss. Case
No. 10-51823).  Robert Alan Byrd, Esq., at Byrd & Wiser, assists
the Debtor in its restructuring effort.  The Debtor disclosed
assets of $17,025,695 and liabilities of $7,004,953 as of the
petition date.


DK AGGREGATES: Panel Can Retain Wheeler & Wheeler as Local Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
has granted the Official Committee of Unsecured Creditors in DK
Aggregates LLC's Chapter 11 case permission to employ Wheeler &
Wheeler, PLLC, as its local counsel as of October 6, 2010.

The following professionals of Wheeler & Wheeler who are expected
to have primary responsibility for providing services to the
Official Committee of Unsecured Creditors and their current
applicable hourly rates are:

          David A. Wheeler, Esq.      $250
          Paraprofessionals            $85

The Bankruptcy Court is satisfied that the firm represents no
interest adverse to the estate and that it is a "disinterested
person" as that term is defined under Sec. 101(14) of the
Bankruptcy Code.

The firm can be reached at:

          David A. Wheeler, Esq.
          WHEELER & WHEELER, PLLC
          185 Main Street
          Biloxi, MS 39533
          Tel: (228) 374-6720
          Fax: (228) 374-6721
          E-mail: david@wheelerattys.com

Pearlington, Mississippi-based DK Aggregates LLC filed for Chapter
11 bankruptcy protection on August 9, 2010 (Bankr. S.D. Miss. Case
No. 10-51823).  Robert Alan Byrd, Esq., at Byrd & Wiser, assists
the Debtor in its restructuring effort.  The Debtor disclosed
assets of $17,025,695 and liabilities of $7,004,953 as of the
petition date.


DK AGGREGATES: JL Holloway Replaced by DK Aggregates on Committee
-----------------------------------------------------------------
R. Michael Bolen, the United States Trustee for Region
5, has removed J.L. Holloway from the Unsecured Creditors'
Committee in the Chapter 11 case of DK Aggregates, LLC, and adds
Knights Marine & Industrial Services, Inc., to the Committee.

The revised Committee Members are:

(1) Robert A. Byrd
     BYRD & WISER
     Post Office Box 1939
     Biloxi, MS 39533
     Fax: (228) 432-7029

(2) Livaudais Electrical & Construction
     Philip G. Livaudais
     4628 East Saint Bernard Hwy.
     Meraux, LA 70075
     Fax: (504) 309-7673
     E-mail: LGP86@COX.NET

(3) Soil Testing Engineering, Inc.
     Mason E. Lowe
     188 East Capitol Street, Suite 400
     Jackson, MS 39201
     Fax: (601) 592-1441
     E-mail: mlowe@babc.com

(4) Knights Marine & Industrial
     Services, Inc.
     2900 Colmer Road
     Moss Point, MS 39562
     Fax: (228) 696-8880
     E-mail: bknight@knightsmarine.com

(5) Retif Oil & Fuel
     Tammy Landry
     527 Destrehan Avenue
     Harvey, LA 70058
     Fax: (504) 340-0071
     E-mail: tlandry@retif.com

(6) Central Scales & Controls Co.
     John Sanders
     34624 La. Highway 16, Suite B
     Denham Springs, LA 70706
     Fax: (225) 664-8883
     E-mail: centralscalesco@bellsouth.net

Pearlington, Mississippi-based DK Aggregates LLC filed for Chapter
11 bankruptcy protection on August 9, 2010 (Bankr. S.D. Miss. Case
No. 10-51823).  Robert Alan Byrd, Esq., at Byrd & Wiser, assists
the Debtor in its restructuring effort.  The Debtor discloses
assets of $17,025,695 and liabilities of $7,004,953 as of the
petition date.


DK AGGREGATES: Wants Plan Filing Period Extended Until March 9
--------------------------------------------------------------
DK Aggregates LLC asks the U.S. Bankruptcy Court for the Southern
District of Mississippi to extend its exclusive period to file a
plan for an additional 90 days from December 9, 2010, or until
March 9, 2011.  The Debtor told the Court it needs the extension
to allow Equity Partners, Inc., time to adequately market its
property and in order that it may explore all possible Plan
alternatives for the benefit of the Estate.

The Debtor says it is current with its operating reports and other
matters and has reached agreements and has adequate protection
agreements in place with Hancock Bank and the Internal Revenue
Service.

Pearlington, Mississippi-based DK Aggregates LLC filed for Chapter
11 bankruptcy protection on August 9, 2010 (Bankr. S.D. Miss. Case
No. 10-51823).  Robert Alan Byrd, Esq., at Byrd & Wiser, assists
the Debtor in its restructuring effort.  The Debtor disclosed
assets of $17,025,695 and liabilities of $7,004,953 as of the
petition date.


DUBAI WORLD: Port Terminal Unit Has $1.5BB Deal with Citi
---------------------------------------------------------
DP World Limited, the port-terminal manager controlled by Dubai
World, and Citi Infrastructure Investors, together with one of
CII's major investors, on December 22 formed a strategic
partnership to invest in, operate and manage DP World's five
marine terminals in Australia.

DP World has entered into an agreement to provide management
services to the Australian operation to continue to provide a
consistently high level of service to customers.  Management and
staff of DP World Australia will be retained.

DP World Australiai operates container terminals in Brisbane,
Sydney, Melbourne, Adelaide and Fremantle with capacity to handle
in excess of 3.5 million TEU per annum, approximately 50% of the
total Australian container market.

For the 12 months to December 31, 2009, DP World Australia
generated equity-adjustedii EBITDA of A$96 million.  This
transaction, which will see DP World monetise 75% of its
shares in DP World Australia, values DP World Australia at
an enterprise value of A$1.817 billion at closing.  The total
proceeds to be received by DP World will be roughly A$1.5 billion
-- US$1.5 billion -- including the repayment of certain
intercompany balances owing from DP World Australia to DP World
Limited.  The total proceeds will go towards reducing DP World's
net debt as part of our overall strategy to improve balance sheet
flexibility. Completion, subject to regulatory approvals, is
expected towards the end of the first quarter of 2011.

Mohammed Sharaf, CEO DP World said: "We are delighted that Citi
Infrastructure Investors are joining us as strategic partners in
Australia.  We share a long term commitment to invest in and grow
our terminals in the region over the long term, and together we
look forward to building on our successful track record of
operating container terminals in the region.

"DP World has been operating terminals in Australia for over five
years during which time all our terminals have undergone
significant upgrades including investment in new quay side cranes
to improve efficiencies for our customers.  Our commitment to the
region has been recognized with the recent renewal of long-term
concessions in Adelaide, Brisbane and Sydney."

Yuvraj Narayan, CFO of DP World commented: "This strategic
partnership provides a great opportunity for DP World to remain
actively involved in Australia whilst delivering on our strategy
to monetise assets as part of DP World's ongoing goal to reduce
leverage and focus on higher margin markets.

"This transaction, including the benefits of the long-term
management contract, will be earnings accretive for DP World from
the time of completion."

Felicity Gates, Co-Head of Citi Infrastructure Investors, said:
"Australia is a key market for Citi Infrastructure Investors where
we have been working for some time.  We are delighted to be
entering into a strategic partnership with DP World.  The
partnership represents an attractive investment opportunity in an
important and growing market."

Holly Koeppel, Co-Head of Citi Infrastructure Investors and
chairperson elect of DP World Australia, said: "We look forward to
working with DP World's team in Australia and we are committed to
ongoing investment in the business to ensure that DP World
Australia continues to offer customers the highest level of
service and is well positioned to meet future growth opportunities
in this attractive market."

DP World is advised by Deutsche Bank AG and Citigroup Global
Markets.  CII is advised by HSBC and UBS.

DP World is one of the largest marine terminal operators in the
world, with 50 terminals and 11 new developments and major
expansions across 31 countries.  DP World Australia Pty is the
holding company for DP World's port assets and does not include
P&O Maritime Services or POTA.

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

As reported by the TCR on December 15, 2010, Dow Jones' Daily
Bankruptcy Review said Dubai's ruler turned to a trusted uncle,
Sheik Ahmed Bin Saeed Al Maktoum, to put Dubai World back on track
after the government conglomerate secured creditor approval to
restructure almost $25 billion in debt.

                         About Dubai World

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


DYNEGY INC: Seneca to Rally Shareholders Against Icahn Deal
-----------------------------------------------------------
Seneca Capital Investments, LLC, and its affiliated entities said
in a regulatory filing that they do not support Dynegy Inc's
Agreement and Plan of Merger with Carl Icahn's IEH Merger Sub LLC,
and IEP Merger Sub Inc.  Seneca said it intends to urge other
shareholders not to tender their stock in the Offer.

As reported by the Troubled Company Reporter on December 16,
Dynegy said its Board of Directors has unanimously approved a
definitive agreement to be acquired by Icahn Enterprises LP in a
tender offer followed by a merger for $5.50 per share in cash, or
approximately $665 million in the aggregate.  Dynegy has
approximately $3.95 billion of outstanding debt, net of cash.

As reported by the TCR on November 24, 2010, Dynegy shareholders
thumbed down the Company's proposed merger agreement with The
Blackstone Group.  The Blackstone Group had offered to acquire
Dynegy for $5.00 per share in cash.

Seneca Capital is the second largest shareholder of Dynegy, with a
12% economic interest -- including 9.3% voting common stock.
Seneca Capital said the Icahn offer is at "the WRONG PRICE at the
WRONG TIME for the WRONG REASONS."

Seneca Capital said Dynegy's Board abandoned its pretense of an
"open alternatives process" in a desperate stratagem to lock-up
support from the Company's largest shareholder against the pending
consent solicitation to remove Directors.  According to Seneca,
Dynegy's continued mission to impose a transaction upon
shareholders at any price -- and at any cost -- is a brazen
attempt to disenfranchise shareholders and to seize management's
$38 million change-of-control severance.

"After shareholders resoundingly and rightly rejected the
Company's transparent, scorched-earth campaign (including dire
warnings that Dynegy stock would plummet if the Blackstone deal
was voted down), Dynegy leadership's frantic attempts to sell the
Company have degenerated into a carnival barker-like spectacle,"
Seneca said in a statement.

Seneca pointed out that less than one month ago, the Board granted
a $16 million break-fee to Blackstone in return for a minimal
purchase price bump that yielded barely 26% support. This is also
the same Board that agreed, in August of 2009, to purchase nearly
30% of the Company from the then-largest shareholder at $9.65 per
share.

Seneca believes Dynegy has continued to stall bidders eager to
engage in due diligence, proffering onerous confidentiality
agreements at the same time that management raced to secure a
change-of-control transaction with the Company's largest
shareholder (formerly, one of management's most ardent opponents)
ahead of the Seneca Capital consent solicitation.

Seneca Capital is pursuing consent solicitation to replace
Dynegy's CEO-Chairman and one other Board member with Hunter
Harrison, a railroad executive, and Jeff Hunter, a power industry
veteran.

Seneca Capital believes Dynegy is the premier vehicle to play a
power-price recovery with a valuation of $6-$7 per share, rising
to $16-$18 per share in a recovery.


ELEPHANT TALK: Files Post-Effective Amendment to Form S-8
---------------------------------------------------------
Elephant Talk Communications, Inc. filed with the Securities and
Exchange Commission on December 14, 2010, a post-effective
amendment to a Form S-8 Registration Statement regarding the
Company's offer to sell 1 million shares of common stock under the
2006 Non-Qualified Stock and Option Compensation Plan.

The Post-Effective Amendment No. 2 to the Registration Statement
dated July 21, 2006, is filed for the sole purpose of filing as an
exhibit the written consent of the Company's independent
registered public accounting firm for the years ended December 31,
2008 and December 31, 2009.  A copy of the written consent is
available for free at http://ResearchArchives.com/t/s?7156

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

The Company's balance sheet at Sept. 30, 2010, showed
$41.68 million in total assets, $69.79 million in total
liabilities, and a stockholders' deficit of $28.10 million.
Stockholders' deficit was $14.9 million at June 30, 2010.

                          *     *     *

As reported in the Troubled Company Reporter on April 7, 2010,
BDO Seidman, LLP expressed substantial doubt about the Company's
ability to continue as a going concern, following the Company's
results for 2009.  The independent auditors noted that the Company
incurred a net loss of $17.4 million, used cash in operations of
$5.4 million and had an accumulated deficit of $62.3 million.


EMPIRE RESORTS: L. Capelli Reports 7.50% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on December 13, 2010, Louis R. Capelli disclosed that
he beneficially owns 5,192,311 shares of Empire Resorts, Inc.
common stock representing 7.50% of the shares outstanding.  LRC
Acquisition LLC also owns 5,107,311 shares representing 7.35%
equity stake.

The percentages are based upon a total of 69,479,340 shares of
Common Stock outstanding as of November 11, 2010 as reported in
Empire's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2010.

For services rendered by Louis R. Cappelli as director of Empire
Resorts, Inc.: (i) on April 14, 2009, Empire granted to Cappelli
options which are currently exercisable to purchase 75,000 shares
of Common Stock; (ii) on January 4, 2010, Empire granted to
Cappelli 10,000 shares of restricted Common Stock pursuant to
Empire's 2005 Equity Incentive Plan, which grant was cancelled
upon the resignation of Cappelli from the Board of Directors of
Empire, and (iii) on January 4, 2010, Empire granted to Cappelli
options which are currently exercisable to purchase 10,000 shares
of Common Stock.

In addition, on December 9, 2010, Cappelli resigned from his
position as a member of the Board of Directors of Empire,
effective immediately.

                       About Empire Resorts

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

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

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


ENERGAS RESOURCES: Incurs $80,371 Net Loss in October 31 Quarter
----------------------------------------------------------------
Energas Resources Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $80,371 on $58,459 of total revenue for
the three months ended Oct 31, 2010, compared with a net loss of
$127,978 on $35,821 of total revenue for the same period a year
ago.

The Company's balance sheet at Oct. 31, 2010, showed $7.48 million
in total assets, $1.19 million in total liabilities, and
stockholders' equity of $6.29 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?7154

                      About Energas Resources

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

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

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


ERLINA AREVALO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Erlina M. Arevalo
        4600 Rochelle Drive
        Union City, CA 94587

Bankruptcy Case No.: 10-74558

Chapter 11 Petition Date: December 21, 2010

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

Judge: Edward D. Jellen

Debtor's Counsel: Michael H. Luu, Esq.
                  LAW OFFICES OF MICHAEL H. LUU
                  1340 Tully Road, #309
                  San Jose, CA 95122
                  Tel: (408) 425-6221
                  E-mail: mikeluu63@yahoo.com

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

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

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-74558.pdf


FIRST ACCEPTANCE: A.M. Best Affirms 'B' Financial Strength Rating
-----------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength ratings (FSR) of
B (Fair) and issuer credit ratings (ICR) of "bb+" of First
Acceptance Insurance Group (First Acceptance) (Nashville, TN) and
its members.  Concurrently, A.M. Best has affirmed the ICR of "b"
of First Acceptance Corporation (Delaware) [NYSE: FAC], the
group's ultimate parent holding company. The outlook for all
ratings remains positive. (Please see below for a detailed listing
of the companies.)

The affirmation of the ratings is primarily based on the group's
historically high underwriting leverage ratios and weak
capitalization, along with unstable loss reserve development in
recent years.  These negative rating factors are partially offset
by a stronger balance sheet and improved leverage in recent years
coupled with historically positive earnings.  The group members
operate under an intercompany pooling arrangement and
proportionately share in the overall underwriting performance of
First Acceptance.

In addition, First Acceptance benefits from the added financial
flexibility of its publicly traded holding company to raise
capital through equity or debt during favorable investment
markets.  The holding company's current debt-to-capital and
interest coverage ratios are modest and within an acceptable range
for the current ratings.

Furthermore, these rating actions contemplate that management will
successfully navigate through today's challenging markets by
continuing to control growth and taking steps to improve; pricing
and rate setting processes; fraud detection; underwriting; and
upgrading its marketing and distribution strategy.

The ratings have been affirmed for First Acceptance Insurance
Group and its following pooled members:

  -- First Acceptance Insurance Company, Inc.
  -- First Acceptance Insurance Company of Georgia, Inc.
  -- First Acceptance Insurance Company of Tennessee, Inc.


FIRST DATA: Moody's Assigns 'Caa1' Ratings to $2 Bil. Senior Notes
------------------------------------------------------------------
Moody's Investors Service assigned Caa1 ratings to First Data
Corp.'s new $2 billion 8.25% Senior Second Lien Notes due 2021,
$1 billion PIK Toggle Senior Second Lien Notes due 2022, and
$3 billion 12.625% Senior Unsecured Notes due 2021.  Moody's
also affirmed the company's existing ratings with a stable
outlook.

The new ratings were assigned in connection with the completion of
First Data's recent debt exchange, in which the company exchanged
about $3 billion of 9.875% Senior Notes due 2015 and $3 billion
10.55% Senior PIK Notes due 2015 for $6 billion of the new debt.
The $3 billion of new second lien debt issued (plus the maximum
allowable PIK accrual of no more than $300 million) falls below
the $3.5 billion limit allowed by the amended credit facility.

                        Ratings Rationale

First Data's B3 corporate family rating reflects Moody's view that
the company's capital structure continues to improve with the
extension in maturity of about $6 billion of junior debt to 2021
and 2022.  The improvement of the debt maturity profile may help
facilitate the refinancing of a major portion of the $12 billion
of term loan due September 2014, which represents the company's
nearest maturity.  In addition, by refinancing $3 billion of the
previous $3.7 billion of 10.55% PIK notes, which converts to cash
pay beginning October 1, 2011 (with the first such payment
occurring in March 2012), First Data could save over $300 million
in annual cash interest payments depending on whether the company
chooses to PIK the new $1 billion PIK Second Lien Notes (allowable
until the end of the 3rd year).

The stable outlook reflects Moody's expectation that First Data
will generate mid-single digit percentage revenue and EBITDA
growth during 2011 as the economy slowly recovers and the shift of
payment method to electronic cards from cash and checks continues.
Moody's expect the company will maintain credit metrics consistent
with B3 rated companies with modest improvement to its financial
leverage and other credit metrics.

Ratings affirmed:

  -- Corporate family rating at B3;

  -- Probability-of-default rating at B3;

  -- $2 billion Senior Secured Revolving Facility due 2013 at B1
     (LGD 2, 24%)

  -- $12 billion Senior Secured Term Loan B due 2014 at B1 (LGD 2,
     24%)

  -- $510 million Senior Secured First Lien notes of B1 (LGD 2,
     24%)

  -- $784 million Senior Unsecured Cash Pay Notes due 2015 at Caa1
     (LGD 5, 78% from LGD 5, 74%)

  -- $675 million Senior Unsecured PIK Notes (due 2015) at Caa1
     (LGD 5, 78% from LGD 5, 74%)

  -- $2.5 billion Senior Subordinated Notes (due 2016) at Caa2 (
     LGD 6, 91% from LGD 6, 92%)

Ratings assigned:

  -- $2 billion 8.25% Senior Second Lien Notes due 2021 of Caa1
     (LGD 4, 63%)

  -- $1 billion PIK Toggle Senior Second Lien Notes due 2022 of
     Caa1 (LGD 4, 63%)

  -- $3 billion 12.625% Senior Unsecured Notes due 2021 of Caa1
     (LGD 5, 78%)

Based in Atlanta, Georgia, First Data Corporation, with over
$10.2 billion of revenue for the twelve months ended September 30,
2010, provides commerce and payment solutions for financial
institutions, merchants, and other organizations worldwide.


FIRST OCCUPATIONAL: Organizational Meeting on Dec. 29
-----------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on December 29, 2010, at 12:00 p.m.
in the bankruptcy case of First Occupational Center of New Jersey,
Inc.  The meeting will be held at the United States Trustee's
Office, One Newark Center, 14th Floor, Room 1401, Newark, NJ
07102.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Orange, New Jersey-based First Occupational Center of New Jersey,
Inc., filed for Chapter 11 bankruptcy protection on December 1,
2010 (Bankr. D. N.J. Case No. 10-47328).  Melinda D. Middlebrooks,
Esq., at Middlebrooks Shapiro & Nachbar, P.C., serves as the
Debtor's bankruptcy counsel.  According to its schedules, the
Debtor disclosed $4,693,595 in total assets and $8,344,272 in
total liabilities as of the Petition Date.


FONTAINEBLEAU LV: Files Privilege Logs With District Court
----------------------------------------------------------
Fontainebleau Resorts LLC notified the U.S. District Court for the
Southern District of Florida that it has served three privilege
logs in response to the Court's supplemental sanction order in
connection with the April 22, 2010 subpoena filed by the Term
Lenders.

Each of the privilege logs pertain to e-mails contained in the e-
mail server/hard drive.  Fontainebleau Resorts notes that the e-
mails identified on each of the privilege logs have not been
produced and have been withheld from production.

"The only caveat to this response would be any inadvertent
production of which counsel is not presently aware," says Sarah J.
Springer, Esq., at Waldman Trigoboff Hildebrandt Marx & Calnan,
P.A., in Weston, Florida.

In addition, Fontainebleau Resorts also filed its opposition to
the Term Lenders' supplemental memorandum supporting their Motion
for Sanctions.

While Fontainebleau Resorts is respectful of the Term Lender's
apparent willingness to waive any claim for monetary sanctions, in
doing so, they seek to impale Fontainebleau Resorts with a
proverbial "Morton's Fork" by suggesting that it is required to
choose from two alternatives, neither of which is warranted, Ms.
Springer alleges.

According to Wikipedia, a Morton's Fork is a choice between two
equally unpleasant alternatives, or two lines of reasoning that
lead to the same unpleasant conclusion.

As previously reported, the Term Lenders told the Court in their
supplemental memorandum that they are not asking for monetary
compensation from Fontainebleau Resorts in connection with their
Motion for Sanctions, "but not while retaining the risk that they
will then be pilloried for having obtained and reviewed privileged
documents that [Fontainebleau Resorts] took no steps to review."

Fontainebleau Resorts should not be required to incur the expense
of responding to the April 22 Subpoena or conducting additional
searches, Ms. Springer argues.  She points out that the efforts
undertaken by Fontainebleau Resorts to work cooperatively with the
Term Lenders, to respond to the April 22 Subpoena, to seek
appropriate protection, and to comply with the Court's
requirements have been extensive.

The Court should not find a wholesale waiver of privilege and
should not endorse the Term Lenders' request to use Fontainebleau
Resorts' records in any manner they wish, Ms. Springer contends.
She alleges that having obtained full access to Fontainebleau
Resorts' records through the subpoena process, the Term Lenders
now seek the Court's imprimatur to allow them to use these
confidential and potentially privileged documents for whatever
purpose they wish and without any further obligations whatsoever.
Fontainebleau Resorts insists that the Court should deny the Term
Lenders' request.

               Term Lenders Clarify Log Content

The Term Lenders clarified with the Court that Fontainebleau
Resorts has only provided logs of the e-mail server, and that no
privilege log has been provided pertaining to the approximately
800 gigabytes of data, nearly 600,000 documents, contained in the
document server.

Fontainebleau Resorts' counsel has represented that it has not
reviewed and does not intend to review any data on the document
server, either for responsiveness or for privilege, Lorenz Michel
Pruss, Esq., at Dimond Kaplan & Rotherstein PA, in Coconut Grove,
Florida, asserts on behalf of the Term Lenders.

                  Court Clarifies Issue

In practical terms, says United States Magistrate Judge Jonathan
Goodman, the Term Lenders through their supplemental memorandum
are seeking protection in case they encounter privileged
information in the data produced by Fontainebleau Resorts.

At this time, however, the Court is not prepared to summarily
grant the alternative relief that the Term Lenders now request,
Judge Goodman said.  He maintained that the waiver relief was not
originally requested in their Motion for Sanctions, and the
privilege dilemma that the Term Lenders' describe appears to be a
consequence of Fontainebleau Resorts' defective/non-responsive
production, not a sanctions issue flowing from Fontainebleau
Resorts' failure to timely produce documents and data, which was
the cause of the Term Lenders' original motion for sanctions.

Judge Goodman also noted that Fontainebleau has not affirmatively
asserted that any of the documents or data it produced on the
documents and accounting servers actually contain privileged
information.  He explained that Fontainebleau's lack of a specific
privilege objection to particular data on the two servers is,
apparently, the result of its failure to even review the two
servers for privilege in the first place.

Although the Term Lenders state they are "not asking the Court to
reach the waiver issue in the context of this sanctions motion,"
the requested relief necessarily contemplates a decision that
Fontainebleau Resorts waived privileges, Judge Goodman said.
Accordingly, if the Term Lenders wish to pursue the alternate
waiver remedy to their Motion for Sanctions, Judge Goodman
directed them to file a motion, which will specifically explain
both the relief sought and why the issue is ripe for adjudication.

            Term Lenders' Motion for Determination

Accordingly, the Term Lenders filed a request asking the Court to
issue an order determining that Fontainebleau Resorts waived any
and all otherwise applicable privileges and protections when it
produced its document server without conducting any review.

The Term Lenders argue that Fontainebleau Resorts waived all
applicable privileges when it knowingly produced hundreds of
thousands of documents to the Term Lenders without conducting any
review or taking any other steps to prevent the disclosure of
privileged documents.

Fontainebleau Resorts' decision to produce its documents without
any review places a substantial and unfair burden on the Term
Lenders and the other banks, who have received Fontainebleau
Resorts' document server, Mr. Pruss contends.  He asserts that
absent relief from the Court, Fontainebleau Resorts may argue that
the Term Lenders have an ethical obligation to inform
Fontainebleau Resorts of the existence of any document that may be
privileged, and, if Fontainebleau Resorts determines that it is in
fact privileged, remove it from any place it has been stored and
retrieve it from anyone to whom it may have been given.

Given the enormous universe of potentially privileged documents,
this cumbersome process will substantially complicate and slow the
Term Lenders' efforts to review Fontainebleau Resorts' documents,
Mr. Pruss explains.  He insists that Fontainebleau Resorts'
extended failures to produce documents already has stalled
deposition discovery in the action for months, and that
Fontainebleau Resorts should not be permitted to impose additional
delays by failing to review the documents it finally did produce.

Defendant Bank of America, N.A., joins in the Term Lenders' Motion
for Determination.

                 Fontainebleau Resorts Object

The Term Lenders themselves have previously described the
underlying litigation as a "legal storm," Ms. Springer reminds the
Court.  She avers that Fontainebleau Resorts, though not a party
to this litigation, has found itself caught up in that storm.

The Court should decline the Term Lenders' invitation to find a
wholesale waiver on the part of Fontainebleau Resorts because the
Term Lenders created this predicament by causing Fontainebleau
Resorts to incur an undue burden and expense in responding to
their subpoena and corresponding Court Orders, Ms. Springer
argues.

Despite having limited resources, Fontainebleau Resorts has fully
complied with the April 22 Subpoena, Ms. Springer says.  She adds
that Fontainebleau Resorts has also taken reasonable efforts under
the circumstances to protect its privileges in the process,
militating against any finding of waiver.

When Fontainebleau Resorts was unable to incur the incredible
expense of conducting a privilege review of the document server,
and at the same time comply with the Term Lenders' April 22
Subpoena and the Court's requirements, it provided Term Lenders
with the document server, Ms. Springer asserts.

District Court Judge Alan S. Gold referred the Motion for
Determination to U.S. Magistrate Judge Jonathan Goodman.

                   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.


GARRISON ROAD: Grants Lift Stay to Secured Creditor
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland approved a
stipulation terminating the automatic stay effective December 31,
2010, to permit Seneca Partnership, LLC, its assigns or its
successors in interest to exercise its rights on Garrison Road,
LLC's asset.

The rights include those set forth in the promissory note and deed
of trust by and between the Seneca and the Debtor, and the right
to initiate foreclosure proceedings on real property located at
2908-2936 Garrison Blvd., Baltimore, Maryland.

The Debtor's debt to Seneca is $1,980,097 plus interest at the
applicable legal rate from November 2, 2009, until satisfied, and
is secured by a lien on the real property.

In the event of a sale of the property, Seneca will be required to
pay the surplus proceeds of sale, if any, to the U.S. Trustee for
distribution to parties-in- interest as their respective interests
may appear.

KH Funding Co., consented to the termination of the automatic
stay.

Seneca is represented by:

     Thomas J. Kokolis, Esq.,
     Law Offices of Craig A. Parker, LLC
     110 North Washington Street, Suite 500
     Rockville, MD 20850
     Tel: (301) 656-5775
     E-mail: tj@parkerlawoffice.com

KH Funding is represented by:

     Bradley J. Swallow, Esq.
     233 E. Redwood St.
     Baltimore, MD 21202
     Tel: (410) 576-4000

                      About Garrison Road, LLC

KH Funding Co. filed for an Involuntary Chapter 11 protection for
Potomac, Maryland-based Garrison Road, LLC, on June 25, 2010
(Bankr. D. Md. Case No. 10-24344).  Lawrence Coppel, Esq.,
represents KH Funding.


GARY PHILLIPS: Asks for Court's Permission to Use Cash Collateral
-----------------------------------------------------------------
Gary Phillips Construction, LLC, seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to use the
cash collateral securing debts to its prepetition lenders.

The Debtor, along with Gary and Karla Phillips, is a co-maker and
guarantor on notes with:
                                          Approximate
                                        Amount of Claim
                                        ---------------
  a. Citizens Bank                         $2,250,509
  b. Commercial Bank                         $406,632
  c. First Bank & Trust                      $815,176
  d. First Tennessee Bank                    $363,229
  e. Regions Bank                          $2,447,180
  f. Tri-Summit Bank                       $1,269,900
  g. TruPoint Bank                         $1,050,033

The Banks claim a security interest in certain receivables,
personal property and real properties of the Debtor.

Fred M. Leonard, Esq., at Gary Phillips Construction, LLC,
explains that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.

The Debtor believes that its current assets upon which the Banks
claim a lien have a value much in excess of that necessary to
adequately protect the interest of the Banks. The Debtor further
proposes as adequate protection to the Banks to deposit in a
designated Plan Account a share from any sale of property and/or
rental income.

Regions Bank, Commercial Bank, TriSummit Bank, Citizens Bank,
First Tennessee Bank, have filed objection to the Debtor's request
to be allowed to use cash collateral.

The Court has set a hearing for January 18, 2011, at 2:00 p.m. on
the Debtor's request.

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection on December 3, 2010
(Bankr. E.D. Tenn. Case No. 10-53097).  Fred M. Leonard, Esq., who
has an office in Bristol, Tennessee, serves as the Debtor's
counsel.  According to its schedule, the Debtor disclosed
$13,255,698 in total assets and $7,614,399 in total debts as of
the Petition Date.


GEBO PROPERTIES: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: GEBO Properties, LLC
        6805 Fairview Road
        Charlotte, NC 28210

Bankruptcy Case No.: 10-33745

Chapter 11 Petition Date: December 20, 2010

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtor's Counsel: David R. Badger, Esq.
                  DAVID R. BADGER, P.A.
                  Suite 118, Atherton Lofts
                  2108 South Boulevard
                  Charlotte, NC 28203
                  Tel: (704) 375-8875
                  Fax: (704)375-8835
                  E-mail: davebadger@carolina.rr.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
First Citizens Bank       Bank loan              $10,000
P.O. Box 1580
Roanoke, VA 24007-1580

The petition was signed by Robert N. Burris, member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Eugene K. Ehmann, Sr.                  10-30518   02/27/2010


GENERAL MOTORS: Firms Quote Prices of Default Swaps on New Debt
---------------------------------------------------------------
Barclays Capital and Goldman Sachs started quoting prices on
credit default swaps tie to senior unsecured debt of General
Motors Co. on December 14, 2010, even though the company has not
yet issued any bonds, Katy Burne of the Dow Jones Newswires
reported.

Dow Jones Newswires said a Barclays spokesperson declined to
comment and a Goldman spokesperson confirmed the firm was making
markets in the swap.  The report added that a senior trader at
another major dealer said the firm was looking into quoting CDSs
on GM, but wanted more legal and operational certainty over the
exact entity the CDSs would cite.

Ms. Burne noted that after its bankruptcy filing, buyers of CDS
tied to General Motors Corp.'s unsecured debt received 87.5 cents
on every dollar of CDS protection they bought.  Protection tied to
Old GM loans was valued at 97.5 cents on the dollar, Ms. Burne
recalled.  At that time, Old GM debt outstanding was around
$2.4 billion, Ms. Burne added.

It is being speculated that should the new GM issue bonds next
year, it would do so at the General Motors Co. level rather than
at General Motors Holdings, and that having CDS levels in the
market would help investors get comfortable with how a potential
bond offering might price, Dow Jones Newswires said.

Dow Jones Newswires further reported that pricing being offered on
the GM CDS is in the range of 330/340 basis points, citing a
person who had seen the Barclays quotes.

Because GM has not issued bonds, it means that if the credit
default swaps had to be settled, the CDS could potentially be
worthless, Dow Jones Newswire pointed out.  However, if there is
no debt to deliver, or in GM's case if the $5 billion credit
facility is not deemed to be eligible as a deliverable obligation,
the CDS could not be settled in exchange for cash, the report
added.

Those decisions on CDS settlement criteria are made by a special
committee of the International Swaps and Derivatives Association
on a case-by-case basis.

In a recent development, GM may be able to issue long-term bonds
at a yield of about 6.5%, according to data, Mary Childs of
Bloomberg News reported on December 16.

Contracts protecting GM's bonds are at a mid-price of 338 basis
points from 345 on December 14, 2010, Bloomberg noted, citing
Barclays Capital data.

Michael Kraft, senior portfolio manager at New York-based Crimson
Capital Trading LLC, told Bloomberg that GM may be able to sell
debt that pays 50 basis points more than Ford bonds of the same
maturity.  That would mean a yield of about 6.25 percent on 5-year
notes and 6.5 percent on 10-year debt, Mr. Kraft elaborated, the
report noted.

Bloomberg recalled a previous interview with GM Chief Financial
Officer Chris Liddell wherein he said the company may offer a
"relatively small" bond issue.

According to Noreen Pratscher, a spokeswoman for GM, the company
does not discuss bond offerings before issuing a regulatory filing
for the sale.

Credit swaps pay the buyer face value if a borrower fails to meet
its obligations, less the value of the defaulted debt, Ms. Child
explained.   Ms. Childs added that a basis point equals $1,000
annually on a contract protecting $10 million of debt.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: GM Nova Scotia Has New GM Backing for Claims
------------------------------------------------------------
The Official Committee of Unsecured Creditors for Motors
Liquidation Co., formerly General Motors Corp., is asking the U.S.
Bankruptcy Court to disallow:

  -- Claim No. 69551 filed by the holders of notes issued by
     General Motors Nova Scotia Finance Company against Motors
     Liquidation Company f/k/a General Motors Corporation and
     certain of its subsidiaries in the amount of
     $1,072,557,531; and

  -- Claim No. 66319 filed by Green Hunt Wedlake, Inc., trustee
     of Nova Scotia Finance against the Debtors in the amount of
     $1,607,647,592.

The Claims, according to the Committee's counsel, Eric B. Fisher,
Esq., at Butzel Long, APC, in New York, arise out of a settlement
agreement, known as the "Lock-Up Agreement," with a number of the
Noteholders entered into on June 1, 2009, the same day that Old GM
filed for bankruptcy.  The Lock-Up Agreement was grossly one-
sided, disproportionately benefiting the Noteholders and leaving
Old GM's estate depleted to the detriment of its creditors, Mr.
Fisher tells the Court.

In response, Green Hunt Wedlake, Inc., trustee of General Motors
Nova Scotia Finance Company, argues that:

  (i) the prepetition lock-up agreement was negotiated at arm's-
      length and in good faith among the parties with the
      supervision and approval of the US and Canadian
      governments to facilitate the 363 Sale;

(ii) the obligations incurred by the parties under the lock-up
      agreement were incurred in exchange for fair and just
      consideration; and

(iii) the claims asserted by certain holders of notes issued by
      GM Nova Scotia and the Nova Scotia Trustee are wholly
      separate and distinct.

Phillip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, explains the Nova Scotia's Claim No. 66319 for
$1,607,647,592 arises directly as a result of General Motors Corp.
purposefully creating GM Nova Scotia as an unlimited liability
company under the Companies Act.  Pursuant to its statutory
mandate, the Nova Scotia Trustee is winding up GM Nova Scotia, and
Old GM, having already received the benefits associated with
structuring GM Nova Scotia as an ULC is required to satisfy the
liabilities set forth in the Nova Scotia Trustee Claim, he
stresses.  In contrast, the claims totaling $758,486,107 filed by
the Noteholders is a direct contract claim that they have against
Old GM pursuant to an express guarantee contained in the Fiscal
and Paying Agency Agreement, he points out.  The mere fact that
Old GM is required to satisfy the Guarantee Claim and the Wind-up
Claim does not render those claims duplicative, he asserts.

Mr. Dublin also contends that for the Committee to rely on Section
502(d) of the Bankruptcy Code, it must have obtained a finding by
the Court that the consent fee was an avoidable transfer and that
the Noteholders or GM Nova Scotia are liable for the turnover of
those amounts under the Bankruptcy Code.  As no judgment exists,
Section 502(d) is inapplicable, he argues.  As to the Committee's
request for equitable subordination, which notably lacks any
reference to governing case law, the Committee does not allege
inequitable conduct by the Nova Scotia Trustee, he points out.

The Nova Scotia Trustee also objects to the Committee's request to
void limited portions of the 363 Sale Order for its own benefit
and should thus be rejected.  "The Lock Up Agreement -- which the
Committee seeks to undo -- is a central cog in the larger
structure that allowed the 363 Sale to New GM to close, ensure the
continued viability of General Motors and provide substantial
consideration in the form of New GM stock to creditors of the
Debtors' estates," Mr. Dublin stresses.

Counsel to certain holders issued by GM Nova Scotia on July 10,
2003, in the aggregate principal amount of GBP600,000,000, Gary D.
Ticoll, Esq., at Greenberg Traurig LLP, in New York, asserts that
in attacking the Lock-Up Agreement and the Noteholders, the
Committee has chosen to attack the integrity and responsibility of
the GM Parties who participated in the Lock-Up Agreement and the
transactions taken.

The objecting noteholders are Appaloosa Management L.P.; Aurelius
Capital Management, LP; Elliott Management Corporation and
Fortress Investment Group LLC,

Specifically, the Committee has put GM Canada at risk, because,
pursuant to the Lock-Up Agreement, the intercompany loans owing by
GM Canada to GM Nova Scotia of C$1.3 billion will be reinstated
and become immediately due and payable if the Consent Fee is
successfully challenged, Mr. Ticoll contends.

The Appaloosa Noteholders have in good faith performed their
obligations and have forgone other substantial rights in reliance
upon the Lock-Up Agreement and the transactions contemplated, Mr.
Ticoll says.  The Committee's allegations of bad faith and its
belated attacks on the Lock-Up Agreement defy credulity, he points
out.

Mr. Ticoll notes that the Committee principally bases its Claims
Objection on arguments that the Lock-Up Agreement and the Consent
Fee are avoidable under the Bankruptcy Code.  However, those
contentions of the Committee must be rejected for these reasons:

  * Any claim to avoid the Lock-Up Agreement or any transfer or
    payment by MLC to GM Canada was purchased by New GM as part
    of the MSPA approved by the Sale Order, and the estate of
    MLC does not own any of those avoidance claims.

  * The Consent Fee was funded by GM Canada and paid by GM Nova
    Scotia, neither of which is a Debtor.

  * The Court has not authorized the Committee to bring an
    avoidance action against the Appaloosa Noteholders.

  * The Lock-Up Agreement was assumed by MLC and, having assumed
    the Lock-Up Agreement, MLC's estate is barred from seeking
    to avoid its obligations under the Lock-Up Agreement.

  * Judicial estoppel bars the Committee from challenging the
    Lock-Up Agreement or the Consent Fee.

In separate joinders, Citigroup Global Markets Inc. and a group of
holders of the notes issued by GM Nova Scotia adopted the
arguments of the Appaloosa Noteholders.

The joining group of noteholders is composed of Anchorage Capital
Master Offshore Ltd.; Canyon-GRF Master Fund, L.P.; Canyon Value
Realization Fund L.P.; CSS, LLC; Knighthead Master Fund, LP; LMA
SPC for and on behalf of MAP 84; Lyxor/Canyon Realization Fund,
Ltd.; Onex Debt Opportunity Fund, Ltd.; Redwood Master Fund Ltd;
and The Canyon Value Realization Master Fund, L.P.

          New GM Supports Green Hunt, et al.'s Claims

"The elimination of about C$1.3 billion of GM Canada's
liabilities and the resolution of the Nova Scotia Action, as set
forth in the Lock-Up Agreement, were important pieces of Old GM's
restructuring plan and facilitated the sale to New GM," Arthur
Steinberg, Esq., at King & Spalding LLP, in New York, counsel to
New GM, reminds the Court.  He continues that the execution of
the Lock-Up Agreement before the Petition Date insulated GM
Canada from having to commence a bankruptcy proceeding, which
unquestionably preserved GM Canada's value, but ensured that the
sale could proceed expeditiously.

Thus, the Committee's belated attempt to upset a critical piece
of the sale to New GM is prejudicial to, among others, Old GM,
New GM and GM Canada, who have relied on the binding effect of
the terms contained in the Sale for over a year, Mr. Steinberg
stresses.

However, the Committee's attacking the assumption and assignment
of the Lock-Up Agreement through Rule 60(b) relief serves no
purpose, Mr. Steinberg argues.  New GM wanted the Lock-Up
Agreement assigned to it to ensure that the "cooperation"
covenant imposed on Old GM was complied with, he relates.  The
"cooperation covenant" was the only significant remaining
executory provision of the Lock-Up Agreement at the time of the
assignment, he says.  He emphasizes that New GM's objective was
to protect GM Canada.

New GM believes that while the Debtors acknowledged the validity
of the Guarantee Obligations and the Wind-Up Claim, the Lock-Up
Agreement, by its terms, did not constitute the allowance of any
claims by the Noteholders or the Nova Scotia Trustee, Mr.
Steinberg notes.  However, the operative language of the Lock-Up
Agreement remained the same: Old GM agreed not to object to the
claims of the Noteholders or the Nova Scotia Trustee, but the
Lock-Up Agreement provides that those claims would only be
allowed "to the fullest extent permitted under applicable law,"
he asserts.

In the event the Courts grants any relief on account of the
Claims Objection, New GM asks the Court that any relief granted
specifically provide that there has been no breach of the Lock-Up
Agreement by Old GM, New GM or GM Canada.  It is of paramount
concern to New GM that the Court's ultimate ruling has no affect
on GM Canada, or any of the assets purchased by New GM under the
Assumption Order, Mr. Steinberg explains.

                       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: New GM Completes Purchase of $2.1 Bil. Pref. Stock
------------------------------------------------------------------
General Motors Co. confirmed it has taken another step to reduce
its financial leverage with the completion of the $2.1 billion
purchase of the GM 9% Series A Preferred Stock held by the United
States Department of the Treasury, according to a public
statement dated December 15, 2010.  The 84 million shares of
stock were purchased on December 15 by GM from the Treasury at
$25.50 per share; a 2% premium over the liquidation value.

As previously announced, the company plans to record a charge of
approximately $0.7 billion to net income attributable to common
stockholders for the difference between the purchase price and
the recorded value of the Series A Preferred Stock under fresh-
start accounting.

GM will provide an update of its balance sheet, including current
assets, liabilities, pension funding status and post-IPO
ownership structure when it files its 2010 Form 10-K in early
2011.

With GM's payment of the Treasury of $2.1 billion, the Treasury
said GM has now repaid more than $23 billion to the government
since receiving a bailout in 2008, Dunstan Prial of FoxBusiness
reported.

The Treasury's remaining stake in GM consists of 500,065,254
shares of common stock, the report added.

                       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: New GM to Seal Letter of Intent With Leson
----------------------------------------------------------
General Motors LLC ("New GM") sought and obtained U.S. Bankruptcy
Court permission to file a revised letter of intent it executed
with Leson Chevrolet Company, Inc., as exhibit to a proposed
stipulation under seal.

New GM will deliver to the Clerk of the Court or Chief Deputy
Clerk of the Court: (a) a hard copy of the Revised LOI to be
filed under seal and (b) a 3.5 inch floppy disk containing the
sealed Revised LOI and this sealing order.  The disk will be
submitted in an envelope, clearly labeled with the case name and
number, and if applicable, the document number assigned to the
sealed document, and hard copies of this Sealing Order will be
attached to the hard copy of the sealed Revised LOI and to the
3.5 inch disk.

The Clerk of the Court or Chief Deputy Clerk of the Court will
not file the sealed Revised LOI either conventionally or
electronically, provided that the docket will indicate that the
Revised LOI has been filed under seal.

New GM will serve a copy of the Sealing Order, the Application
and the Revised LOI on counsel to Leson at the same time as it is
delivered to the Clerk of the Court or Chief Deputy Clerk of the
Court.

The requirement for the filing of a memorandum of law setting
forth the points and authorities relied upon in New GM's Motion
under Rule 9013-1(b) of the Local Bankruptcy Rules for the
Southern District of New York, is waived, Judge Gerber said.

                       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)


GENERICS INTERNATIONAL: Moody's Withdraws 'B3' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Generics
International (US), Inc. including the B3 Corporate Family Rating.
This action follows the recent acquisition of the company by Endo
Pharmaceutical Holdings Inc. and subsequent repayment of Generic
International's outstanding debt.

Ratings of Generics International (US), Inc. withdrawn:

  -- B3 Corporate Family Rating

  -- B3 Probability of Default Rating

  -- B2 (LGD3, 36%) senior secured revolving credit facility due
     2013

  -- B2 (LGD3, 36%) senior secured first lien term loan due 2014

  -- B2 (LGD3, 36%) senior secured delayed-draw term loan due 2014

  -- Caa2 (LGD5, 86%) senior secured second lien term loan due
     2014

Moody's last rating action on Generics International took place on
September 28, 2010, when Moody's placed the ratings under review
for possible upgrade.

Generics International (US), Inc., is the parent company of QV
Pharmaceuticals, Inc, and Vintage Pharmaceuticals, LLC, and their
wholly owned subsidiaries, Qualitest Pharmaceuticals, Inc., and
Vintage.  Through these subsidiaries, Generics International is a
manufacturer and distributor of generic pharmaceutical products in
a variety of formulations including tablets, capsules, liquids,
suspensions and gels.  The principal subsidiary, Qualitest
Pharmaceuticals, is headquartered in Huntsville, Alabama.


GEO GROUP: S&P Puts 'BB-' Corporate Rating on CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Boca Raton, Florida-based The GEO Group Inc., including the
'BB-' corporate credit rating, on CreditWatch with negative
implications.  As of Oct. 3, 2010, GEO Group had about
$1.05 billion of debt, including nonrecourse debt.

"S&P placed the ratings on CreditWatch negative to reflect the
company's more aggressive financial policy given its proposed
debt-financed acquisition of BI Inc," explained Standard & Poor's
credit analyst Brian Milligan.  S&P estimates that GEO Group's pro
forma adjusted debt to EBITDA will increase to about 4.9x from
4.1x if the acquisition closes according to the company's proposed
capital structure.  In addition, S&P believes there is increased
acquisition integration risk given the size of the BI Inc.
acquisition coupled with GEO Group's acquisition of Cornell Cos.
Inc. in August 2010.

S&P could lower the rating if S&P believes GEO's leverage is
unlikely to decline to less than 4x over the next year.  S&P
believes a higher debt balance, as well as the integration risks
associated with the two sizable acquisitions, points to a more
aggressive financial policy.  Alternatively, S&P could affirm the
ratings if the proposed acquisition is structured to allow the
company's credit measures to remain within 'BB' category medians,
which includes leverage declining to less than 4x over the next
year.


GLOBAL DIVERSIFIED: Incurs $1.1 Mil. Net Loss in Oct. 31 Quarter
----------------------------------------------------------------
Global Diversified Industries Inc. filed its quarterly report on
Form 10-Q, reporting a net loss of $1.10 million on $2.01 million
of revenues for the three months ended Oct. 31, 2010, compared
with a net loss of $462,909 on $193,366 of revenues for the same
period a year ago.

The Company's balance sheet at Oct. 31, 2010, showed
$14.20 million in total assets, $10.31 million in total
liabilities, $7.51 million in net preferred stock series D, $1.75
million in net preferred stock series C, and $3.04 million in net
preferred stock series C, and stockholders' deficit of
$8.41 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?7152

                     About Global Diversified

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

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


GREAT ATLANTIC & PACIFIC: Wins Interim OK to Pay Lottery Proceeds
-----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors obtained interim court approval to pay all prepetition
lottery proceeds to state lottery agencies; gift proceeds to
Blackhawk Marketing Services Inc.; wire transfer funds and money
order funds to Western Union North America; and the proceeds from
the sale of consigned goods.

The interim order dated December 14, 2010, also authorized all
financial institutions where the Debtors accounts are maintained
to honor and pay all checks presented for payment and to fund all
transfer requests made by the Debtors to the extent there are
sufficient funds available in those accounts.

The Court 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).


GREAT ATLANTIC & PACIFIC: Wins Interim OK to Pay Sales & Use Taxes
------------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors obtained interim court approval to earmark as much as
$14 million to pay their prepetition taxes, business license and
other fees.

The interim order authorized financial institutions where the
Debtors' accounts are maintained to honor and pay all checks
presented for payment and fund all transfer requests made by the
Debtors.  It also permitted those institutions to rely on the
Debtors' representations as to which checks and transfers are
authorized to be paid without further inquiry and liability for
following the Debtors' instructions.

The final hearing on the proposed payment of taxes will be held
on 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).


GREAT ATLANTIC & PACIFIC: Wins Interim OK to Protect NOLs
---------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors obtained an interim order establishing notification and
hearing procedures for:

  (i) the transfers of equity securities that must be complied
      with before transfers of the stock are deemed effective;
      and

(ii) asserting a claim of worthless stock deduction with
      respect to the equity securities that must be complied
      with before the claims of worthless stock deductions are
      deemed effective.

Any purchase, sale or other transfer of, or declaration of
worthless stock deduction with respect to equity securities in
The Great Atlantic & Pacific Tea Company Inc. or of any beneficial
interest therein in violation of the procedures will be null and
void ab initio, according to the interim order dated December 15,
2010.

The interim order does not apply to the 5.125% convertible senior
notes due 2011, and the 6.75% convertible senior notes due 2012,
which were issued by The Great Atlantic & Pacific Tea Company
Inc.

The Court 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).


GSC GROUP: Objects to Lenders' Request for a Chapter 11 Trustee
---------------------------------------------------------------
GSC Group Inc. is balking at a group of lenders' demand that a
trustee oversee the hedge fund, Dow Jones' Small Cap reports.

According to the report, GSC filed its objection with the U.S.
Bankruptcy Court in Manhattan, after the lender group said it was
concerned two GSC executives have "extracted personal
consideration" from Black Diamond Capital Management LLC - a
lender trying to buy GSC's assets for $235 million.

The report notes that fearing that the executives have become
"quasi-agents" of Black Diamond, the lender group asked the
bankruptcy court to approve the appointment of a Chapter 11
trustee.

GSC acknowledged that its chief executive, Alfred Eckert, entered
into consulting and option agreements with Black Diamond, and that
GSC's president, Peter Frank, entered into an employment agreement
with the proposed buyer, the report notes.

But "standing alone, those agreements do not disqualify either
individual from performing his responsibilities" to GSC's
bankruptcy estate, the hedge fund said, Dow Jones' discloses.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the motion for a Chapter 11 trustee was filed by a group
calling themselves non-controlling lenders.

                          About GSC Group

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


HARRIS COUNTY: Moody's Affirms 'Ba3' Senior Lien Rating
-------------------------------------------------------
Moody's Investors Service, Inc., has affirmed the underlying
ratings on the outstanding bonds of Harris County - Houston Sports
Authority, including the Ba3 senior lien rating, B2 junior lien
rating, and B3 third lien rating.  The rating has been removed
from watchlist for possible downgrade and a negative outlook has
been assigned.  All bonds were originally insured by MBIA, and
remain insured by National Public Finance Guarantee Corp
(Insurance Financial Strength rated Baa1/developing outlook).
Harris County - Houston Sports Authority is a special purpose
entity created to finance the construction of Reliant Stadium,
Toyota Center and Minute Maid Park.

                        Ratings Rationale

The ratings affirmations reflect Moody's belief that the ratings
accurately reflect the high expected recovery on the bonds,
despite the likelihood of a payment default in about 18 months on
the junior lien bonds depending on the amount of collateral
posting required on the outstanding swaps with UBS (senior
unsecured rated Aa3/negative outlook) and the future performance
of the pledged hotel (HOT) and motor vehicle rental taxes.

The B2 junior lien rating reflects the Authority's significantly
increased debt service costs due to the acceleration of principal
payments on the variable rate junior lien bonds as a result of the
inability to obtain replacement Standby Bond Purchase Agreements,
given that the bonds are insured by MBIA/National, whose ratings
were downgraded or withdrawn prior to the renewal time.  This
resulted in a mandatory put of the variable rate junior lien bonds
to the prior SBPA provider, JP Morgan Chase & Co (senior unsecured
rated Aa3/negative outlook), who accelerated the debt service
payments.  This acceleration, coupled with weaker than expected
tax revenue performance, has resulted in significantly weaker debt
service coverage below 1.0x and has lead to a draw on the
liquidity reserve of about $5.3 million in November of 2010 to
reimburse MBIA for their payments under the surety policy.

The B3 third lien bond rating reflects the super subordinate lien
position of the bonds and the fact that they do not begin to
amortize until 2031 through 2041, leaving these bondholders least
protected, as well as the cross default provision under the bond
indenture.

The Ba3 senior lien bond rating primarily reflects the cross
default provision under the bond indenture, whereby when the
additional required liquidity reserve is depleted in 2012 or 2013,
depending on the swap collateral posting requirement, and a junior
lien redemption payment is missed, the senior lien bonds will also
be in default.  This technical default does not entitle
bondholders to accelerated payments.  The below investment grade
rating also incorporates the narrowing debt service coverage due
to both revenue underperformance and the rising debt service
schedule that continues to increase over the remaining bond term.
The two notch rating difference acknowledges the satisfactory debt
service coverage ratios of the senior lien bonds by the HOT/MVRT
revenues.  Coverage ratios have declined from above 2.0 times in
2007 and 2008 to 1.9 times in 2009 and a projected 1.8 times in
2010.  Given the rising debt service schedule coverage is
conservatively projected to be around 1.6 to 1.7 times in the near
term, assuming flat HOT/MVRT revenue growth post 2010.  If
HOT/MVRT revenues remain flat through the bond term, debt service
coverage will still be above 1.0 times.

                             Outlook

The negative outlook reflects the expectation that pledged
HOT/MVRT revenues will continue to underperform and pressure
coverage margins on all bonds given rising debt service schedules.
The outlook also incorporates the likely depletion of the
Authority's liquidity to cover the accelerated redemption payments
on the junior lien variable rate bonds in the next 12 to 18 months
resulting in an issuer payment default.

                 What Could Change the Rating Up

The ratings could be upgraded if HOT/MVRT revenues substantially
improve, such that debt service coverage of the accelerated junior
variable rate bonds redemption payments is above 1.0 times, thus
not depleting the liquidity.

                What Could Change the Rating Down

The ratings could be further downgraded if the recovery prospects
for bondholders are deemed to be less than currently anticipated
and/or if HOT/MVRT revenues continue to decline or only remain
flat over time, as this will pressure the coverage on the senior
and junior lien fixed rates bonds given their rising debt service
payment schedules.  The rating could also be downgraded if the
liquidity is depleted more rapidly and/or a payment default
occurs.

Recent Developments:

The swaps associated with the variable rate junior lien Series C,
D, and E with UBS had a mark-to-market value of about $28 million
in UBS's favor as of December 13, 2010.  Given the downgrade of
the underlying ratings below investment grade, the swap provider
(UBS) is entitled to collateral from the Authority up to the full
amount of the current mark-to-market value.  The Series E bonds
are the exclusive responsibility of the Houston Texans via their
lease agreement and the Texans have reportedly continued to pay
their accelerated obligation directly.  This is a key rating
factor because the Houston Texans may have to post the collateral
on the UBS swap associated with the Series E bonds, which reduces
the amount of cash the Authority must post, thus providing about
$7 million more in cash to cover the accelerated redemption
payments in the near term.  Should current projected 2010 revenue
performance hold over the next couple of years and the Authority
is only required to post about $22 million in collateral for the
Series C and D bonds, then assuming the bank bond interest rate
and a 30 bps swap receipts, the Authority's liquidity will run out
in mid 2013, prior to the November 2013 redemption payment.  This
could be earlier if more collateral is required to be posted, the
pledged revenues underperform the current year's experience, or
interest rates move away from the Authority.

The Authority, UBS, and the Houston Texans are negotiating the
amount of collateral the Authority will be required to post from
its cash reserves and how much, if any, collateral The Texans will
have to post for the Series E bonds.  Per the Texans lease
agreement, it appears likely that the sports team may be required
to cover any termination payment due upon a termination related to
the Series E swap, so the source for collateral posting for that
swap remains a point of discussion between the sports team and
MBIA.  The Texas State Attorney General's office approved the
Authority's negotiating process, a requirement if an agreement is
reached.  UBS has the right to terminate the swaps if no
collateral is posted and would then be entitled to the full mark-
to-market termination payment.  Given the funds that will pay the
termination payment are also the funds that will pay the
accelerated debt service payments, UBS and JPMorgan have opposing
interests and an ultimate resolution may hinge on whether or not
the banks elect to cash out of the transaction with MBIA making
both banks whole as the insurer for the swaps, including the
termination payment.

MBIA is key in the negotiation process.  As the bond insurer, they
direct the proceedings as they are ultimately responsible for
making the principal and interest payments, the net swap and swap
termination payments (up to a certain amount), and the accelerated
redemption payments.  Discussions and negotiations have continued
for over a year now and Moody's has low confidence in a resolution
being reached that would result in positive rating movement.

The HOT/MVRT revenues since August have trended in opposite
directions, with motor vehicle taxes continuing to decline while
hotel taxes have slightly risen.  Moody's anticipates an anemic
recovery of these tax revenues over time that would ultimately be
insufficient to generate sufficient cash flow, along with the
other pledged revenues, to cover the accelerated debt service.

Debt service requirements have substantially grown in the near
term, due to the acceleration of debt service payments on the
Series 2001 C, D, and E bonds by JP Morgan Chase & Co, which acted
as the standby bond purchase provider.  JP Morgan was able to
accelerate the bonds because the standby bond purchase agreement
expired without renewal or replacement in May of 2009.  The
acceleration requires the Authority to repay approximately
$115 million of debt by May 2014, rather than by the original
maturity schedule through 2030.  Payments according to the
accelerated schedule began in November of 2009.

                         Legal Security

* Senior - HOT/MVRT Revenues and Astros Rent

* Junior Fixed - Junior lien on the HOT/MVRT Revenues

* Junior VRDB - Series C - Rodeo Rent and Rodeo Events Revenue,
  prorata share of Governmental Events Revenue

* Junior VRDB Series D - Houston Texans Rent and Houston Texans
  Events Revenue, pro-rata share of up to $4 million of Parking
  Revenue at Reliant Stadium, $1.5 million of HOT/MVRT on a junior
  lien basis, and pro-rata share of Governmental Events Revenue

* Junior VRDB Series E - Houston Texans lease payments equivalent
  to actual debt service, pro-rata share of up to $4 million of
  Parking Revenue at Reliant Stadium, and pro-rata share of
  Governmental Events Revenue

* Third Lien - Third lien on the HOT/MVRT Revenues

Rated Debt Outstanding:

List by lien and amount outstanding in each (based on 12/31/2009
accreted values for capital appreciation bonds, and adjusted for
2010 redemption and principal payments).

* Senior Bonds - rated Ba3
* Series 2001 A ($131.3 million)
* Series 2001 G ($172.9 million)
* Junior Fixed -- rated B2
* Series 2001 B ($220.2 million)
* Series 2001 H ($91.5 million)
* Junior VRDB - Rated B2
* Series 2001 C ($27.2 million)
* Series 2001 D ($34.8 million)
* Series 2001 E ($18.2 million)
* Third lien -- rated B3
* Series 2004 A-2, A-3 ($43.5 million)

                      Regulatory Disclosures

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


HARRISBURG, PA: Budget A Point Of Contention Days Before Vote
-------------------------------------------------------------
Dow Jones' Small Cap reports that the 2011 budget for
Pennsylvania's distressed capital city remains a matter of debate
days before it must be approved, as several Harrisburg City
Council members push for deeper expenditure cuts.

According to the report, at a budget committee meeting, several
council members advocated 10% cuts for every department in the $57
million spending plan proposed by Mayor Linda Thompson.  They
prefer the reductions over the city selling land under parking
garages to the Harrisburg Parking Authority to fill a $4.3 million
hole, the report relates.

"We are living in times where tough decisions need to made," Dow
Jones' quoted councilwoman Susan Brown-Wilson, who chairs the
budget committee, as saying.

But Thompson's administration is opposed to making further cuts to
the budget, which is $8 million less than the 2010 one, and other
council members raised concerns that city operations would be
adversely affected, the report notes.

"There is no fat in this budget," said Council President Gloria
Martin-Roberts, the report adds.

                       About Harrisburg, PA

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

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

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

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


HAWKS PRAIRIE: Has Until March 15 to Sell 337-Acre Property
-----------------------------------------------------------
Rolf Boone, staff writer at the Olympian, reports that Hawks
Prairie Investment has until March 15, 2011, to sell its 337-acre
property as part of a bankruptcy approved settlement for a net
price of $35 million.

Mr. Boone relates that, if it sells for that amount, secured
creditors will be repaid in this order: Thurston County, for
unpaid property taxes, followed by HomeStreet Bank and two other
creditors -- Howard Talbitzer and Anthony Glavin.  HomeStreet,
which is ranked second, third and fifth in order of priority,
according to the revised plan documents, also says it is owed
$16.55 million in the fifth spot, although $10.3 million of that
amount is in dispute.  Otherwise, HomeStreet and Talbitzer/Glavin
"may hold non-judicial foreclosure sales."

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).


HAYES LEMMERZ: S&P Raises Corporate Credit Rating to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its
corporate credit and issue-level ratings on auto supplier Hayes
Lemmerz International Inc. to 'B' from 'B-'.  The outlook is
stable.

"The upgrade reflects S&P's opinion that Hayes's free cash
generation, although still low, is sufficient to support the
higher rating," said Standard & Poor's credit analyst Lawrence
Orlowski.  The ongoing recovery in light-vehicle and commercial-
vehicle production in North America and Europe and continuing
growth in demand in South America and Asia are leading to better
cash generation.  S&P also think the company's better
manufacturing productivity, lower SG&A costs, and closure or
divestiture of unprofitable plants will support the company's
financial results, even if the recovery in vehicle demand is
gradual.  Still, S&P expects free operating cash flow in 2010 and
2011 to be less than $20 million in each year, in part because S&P
assumes capital expenditures will remain at levels significantly
higher than those in 2009; moreover, the company has no revolving
credit facility.

Hayes's sales and EBITDA margin have improved so far during fiscal
2010.  S&P believes higher profitability has resulted not only
from the recovery in production but also from various
restructuring actions and from a reduction in pension and other
postretirement benefit expenses, which were reduced in bankruptcy.
However, the relatively lackluster free operating cash flow, in
S&P's view, and the lack of a bank revolving credit facility,
rather than leverage, are primary factors in S&P's assessment of
the company's financial risk profile as aggressive.  S&P believes
its cash flow is susceptible to the inherent volatility in
automotive production and raw material prices.  Even if the
recovery in light-vehicle and commercial-truck production in North
America and Europe continues at the rate S&P assume, S&P expects
free operating cash flow to be fairly low in fiscals 2010 and
2011.

Vehicle production levels have improved during 2010.  Although
light-vehicle production in most regions of the world is growing
at double-digit rates, production in Western Europe is relatively
lackluster and could fall in 2011, especially now that numerous
government-sponsored incentive schemes have ended.  For 2010, S&P
expects light-vehicle sales in Western Europe to be lower year
over year than they were in 2009, during which sales were weak,
and up by only about 10% in the U.S. S&P believes the year-over-
year comparison in production levels and hence supplier revenues
could be better than the sales comparison, following automakers'
extensive inventory reduction in 2009.

S&P considers Hayes's business risk profile to be vulnerable,
largely because of the volatility of auto and truck production,
high fixed costs, and the commodity-like nature of the wheels
business.  Still, Hayes has good geographic breadth--more than 80%
of its sales are outside North America--and limited exposure to
the U.S. operations of the Michigan-based automakers.  It also has
strong market positions in many global automotive and truck
markets.  However, pricing power is negligible partly because of
fierce competition and industry overcapacity, which the recent
downturn has exacerbated.  At the end of the second quarter in
fiscal 2010, Hayes closed an aluminum wheel manufacturing facility
in Barcelona, Spain, to address lingering overcapacity.

The outlook is stable.  S&P's ratings reflect its assumption that
vehicle demand is recovering in most regions of the world.  S&P
could raise the ratings if S&P believed that Hayes's free
operating cash flow would be more robust, that is, greater than
$40 million, during fiscal 2011 on a sustained basis and if the
company arranged financing that bolstered liquidity sufficiently
to withstand any future volatility in vehicle production.  S&P
would also need a better understanding of the financial and
strategic choices likely to be made by the company's owners
(former creditors).

S&P could lower its ratings if the company had negative free cash
flow in fiscal 2011.  According to its assumptions, Hayes could
use cash if the EBITDA margin remained below 9.5% for multiple
quarters because of a sudden drop in revenues from another decline
in automotive production, unrecovered raw material costs, or a
combination of these factors.  This could occur if, for instance,
revenue was flat in fiscal 2011 and gross margins fell below 9.5%.


HILL COUNTRY: Sues Bank to Block Foreclosure of Shopping Center
---------------------------------------------------------------
Tim Adkins, writing for The Ashland City Times, reports that Hill
Country Investors, the developer of the Owen Place Shopping Center
in Ashland City, Tenn., has sued Fifth Third Bank earlier this
month in Davidson County Chancery Court to block a potential
foreclosure of the property.

According to the Times, the suit relates Hill Country Investors
entered into an agreement with Fifth Third Bank in April 2007 for
a $3.7 million loan to finance improvements at the shopping
center.  Both parties agreed to extend the loan, resulting in a
May 15 maturity date.  The suit says prior to flooding in May
2010, all payments had been timely.  After the flood, Fifth Third
assured the plaintiffs that it would enter into a forbearance
agreement, while other tenants were sought.  But a special asset
manager with the bank reversed the decision and told the
plaintiffs that their proposal was "inadequate for the bank to
seriously consider."  The suit says if the plaintiffs had been
given timely notice that Fifth Third would not offer a reasonable
renewal or extension of the loan, the plaintiffs would have sought
other financing options and would likely have been successful.

According to the Times, Ashland City mayor Gary Norwood said he
hopes a solution can be worked out between the two parties.  If
the shopping center were to close, the mayor said it would hurt
the city because a huge chunk of sales tax is generated from those
businesses.


HOMES TO GO: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Homes To Go Realty, Inc.
          dba Homes To Go
        8803 Futures Drive, Unit 10
        Orlando, FL 32819

Bankruptcy Case No.: 10-22419

Chapter 11 Petition Date: December 20, 2010

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

Debtor's Counsel: Michael E. Morris, Esq.
                  MORRIS LEGAL GROUP, PLLC
                  P.O. Box 536044
                  Orlando, FL 32853
                  Tel: (407) 894-0853
                  Fax: (407) 835-6613
                  E-mail: mike@morrislegalgroup.com

Scheduled Assets: $796,500

Scheduled Debts: $1,110,594

A list of the Company's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-22419.pdf

The petition was signed by Fariborz Fard, president.


IHEALTH TECHNOLOGIES: Moody's Raises Corp. Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service changed the ratings of iHealth
Technologies, Inc., that were recently assigned on November 30,
2010 as a result of the change in the proposed capital structure.
Specifically, the corporate family and probability of default
ratings were raised to B1 and B2, respectively.  Additionally, the
ratings assigned to the Company's proposed senior secured
facilities were raised to B1 from B2.  The change in the ratings
reflect the reduction in the proposed debt offering, resulting in
lower opening leverage, a reduction in the proposed dividend to
$129 million from $205 million, as well as expectations for
further deleveraging stemming from larger debt amortization
requirements for the proposed credit facility.  The senior
secured term loan was reduced to $175 million from $250 million
and the senior secured revolving credit facility was reduced to
$30 million from $50 million.  The ratings outlook is stable.

These ratings were changed:

* Corporate Family Rating to B1 from B2

* Probability of Default Rating to B2 from B3

* Proposed $30 Million Senior Secured Revolving Credit Facility to
  B1 (LGD3 - 35%) from B2 (LGD3 - 35%)

* Proposed $175 Million Senior Secured Term Loan to B1 (LGD3 -
  35%) from B2 (LGD3 - 35%)

The assigned ratings are subject to satisfactory review of final
documentation and no material change in the terms and conditions
of the transaction as advised to Moody's.

                        Ratings Rationale

iHealth's B1 CFR is supported by the Company's moderate pro forma
credit metrics for the rating category, its competitive market
position within the growing payment policy management space as a
provider of payment integrity

services; its deep-domain clinical expertise, which increases the
Company's value-added service offerings; and the benefits from
secular healthcare reform and resulting increase in claims volume,
which should drive solid revenue and free cash flow growth
prospects.  Additionally, the rating reflects Moody's expectation
that iHealth will maintain a conservative leverage profile and a
good liquidity position as well as contribute a significant
portion of its excess free cash flow towards debt repayment.

Conversely, iHealth's B1 CFR is constrained by its still sizeable
debt load (partly arising from the planned dividend payment to
shareholders); modest overall size and scale, particularly
relative to larger and financially stronger Healthcare IT payment
solution providers; high customer concentration; and a
concentrated business profile and niche product/service offerings.
In addition, the rating is constrained by iHealth's ownership
structure by financial sponsors, which confers a degree of event
risk, as the financial sponsors' interests may not be aligned with
those of debt-holders.

Pro forma for the revised transaction, iHealth's leverage as
measured by its debt to EBITDA (including Moody's standard
analytical adjustments) will be in the 2.9x-range based on pro
forma financial results for the trailing twelve months.

The stable outlook reflects Moody's expectation that iHealth will
maintain its competitive market position, generate solid revenue
growth, and produce consistent levels of operating profits and
cash flows as claim volumes increase with a recovering economy in
2011.  The stable outlook also incorporates Moody's expectation
that the iHealth will be able to reduce leverage to the mid-2.0x-
range by fiscal year-end 2011 through a combination of modest
EBITDA growth and debt prepayment through excess free cash flow
generation.

Given iHealth's modest size/scale, narrow product focus, and the
potential for future debt-financed shareholder distributions, a
ratings upgrade is unlikely over the medium-term.  Moody's could
downgrade iHealth's ratings if the Company were to experience
significant declines in revenue and cash flow as a result of poor
execution and heightened competition or its financial policies
become overly shareholder-friendly, which results in a degradation
of credit metrics.  Specifically, negative rating pressure could
arise if the Company is unable to maintain leverage below 3.5x
and free cash flow falls below 10% of its adjusted debt.
Additionally, a contraction in the Company's liquidity position,
including the inability to maintain adequate financial covenant
headroom, may also result in a negative rating action.

Based in Atlanta, Georgia, iHealth Technologies, Inc. is a
provider of payment policy management solutions for healthcare
organizations.  It provides payment integrity services to health
plans to administer the correct coding of healthcare claims and
provides solutions including payment policy selection, content
management, configuration, and the accurate application of payment
policies.  The Company is owned by private equity firms Goldman
Sachs Capital Partners and Oak Investment Partners as well as
Management.


IK/S-BAR, LLC: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: IK/S-Bar, LLC
        1521 N. Vine Street
        Hollywood, CA 90028

Bankruptcy Case No.: 10-64247

Chapter 11 Petition Date: December 21, 2010

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Michael S. Kogan, Esq.
                  ERVIN COHEN & JESSUP LLP
                  9401 Wilshire Boulevard, 9th Floor
                  Beverly Hills, CA 90212-2974
                  Tel: (310) 273-6333
                  Fax: (310) 859-2325
                  E-mail: mkogan@ecjlaw.com

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

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

A list of the Company's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-64247.pdf

The petition was signed by Ivan Kane, managing member.


INDIANTOWN COGENERATION: Fitch Affirms 'BB' Rating on Bonds
-----------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating of Indiantown
Cogeneration L.P.'s taxable first mortgage bonds due 2010 and
2020, and issued a new rating of 'BB' for 100% owned finance
subsidiary, Indiantown Cogeneration Funding Corp., which is a co-
issuer and co-obligor for the first mortgage bond issue on a joint
and several basis.  Fitch has also affirmed Martin County
Industrial Development Authority's tax-exempt facility revenue
bonds due 2025 that are the obligation of ICLP.  The Rating
Outlook for all three issuers is Stable.

Fitch has taken these rating actions:

  -- Indiantown Cogeneration L.P. affirmed at 'BB';

  -- Martin County Industrial Development Authority affirmed at
     'BB';

  -- Indiantown Cogeneration Funding Corp. new issue rating 'BB'.

The rating affirmations and new issue rating reflect ICLP's long-
term financial profile, which remains vulnerable to potential
disparities between contractual energy revenues and variable fuel
costs.  The 2009 debt service coverage ratio was greater than
originally projected at 1.42 times due largely to a positive
energy margin.  Year-to-date 2010 financials show a Fitch
calculated return to negative energy margins, which could lead to
a decrease in the DSCR for full year 2010.  Fitch expects DSCRs to
range between 1.30x and 1.15x in the rating case absent a
favorable resolution to ongoing negotiations with Florida Power &
Light Co.  Cash flow stability would be enhanced if ICLP
establishes a sustainable alignment between the energy payment
mechanisms in the power purchase agreement and actual fuel costs
incurred by the project.  Fitch has evaluated ICLP's credit
quality on a stand-alone basis, independent of the credit quality
of its owners.

The Stable Outlook reflects the current emissions regulatory
environment surrounding coal fired power plants.  Though ICLP's
exposure to environmental legislation regulating greenhouse gas
emissions has been an ongoing concern, it is unclear when such a
legislation may take place.  Fitch currently lacks sufficient
information to accurately assess the potential magnitude, timing
and distribution of future emissions costs.

The PPA allows ICLP to recover variable fuel costs; however, the
timing for reimbursement of such costs during the year is
generally dictated by FPL.  As a result, ICL often experiences a
lag in recovering increased variable costs.  Pricing under the
current coal supply agreement expires in 2011, and ICLP remains
vulnerable to a potential disconnect between fuel costs and energy
revenues going forward.  However, ICLP is primarily dependent upon
fixed-price capacity payments and has demonstrated the ability to
achieve high levels of availability and maintain maximum capacity
payments in the course of normal operations.

ICLP consists of a 330-MW coal-fired cogeneration facility located
in Martin County, Florida.  ICLP supplies energy and capacity to
FP&L under a long-term PPA.  ICLP also provides steam to Louis
Dreyfus Citrus, an international juice processing company, in
order to maintain qualifying facility status.  ICLP was formed to
construct, own, and operate the Indiantown facility, which began
commercial operation in December 1995.  ICLP receives
availability-based, fixed-price capacity payments that comprise
the bulk of revenues (60%-70%) and effectively represent all of
ICLP's profitability.  Capacity payments are structured to
reimburse ICLP's fixed O&M costs, pay debt service, and provide an
equity return.


INNKEEPERS USA:  Court Issues Revised Decision on Lehman PSA
------------------------------------------------------------
Judge Shelley C. Chapman on Monday re-issued her decision denying
Innkeepers USA Trust and its affiliated debtors' motion to assume
a plan support agreement, dated July 17, 2010, with Lehman ALI
Inc.  Judge Chapman said the Debtors have not articulated a
sufficient business justification for entry into the PSA.

The decision was dictated on the record at the conclusion of the
hearing held on September 1, 2010.  It has been modified in these
respects: (i) typographical and transcription errors have been
corrected, (ii) full citations have been added, and (iii) defined
terms have been added for the purposes of clarity.  Because this
decision was initially a bench decision dictated in open court and
written without the benefit of more leisurely drafting, it has
fewer citations and footnotes, and a more conversational tone than
a memorandum decision.

The ruling was first reported by the Troubled Company Reporter on
September 8, 2010, citing INNKEEPERS USA Bankruptcy News.

"I do not believe this is a case where a smaller group of out-of-
the-money constituents is opposing the Debtors' motion in an
effort to extract hold-up value from those constituents that are
'in the money,'" Judge Chapman pointed out.  She explained that
unlike most plan support agreements, the PSA only "locks up"
roughly $200 million of the total $1.4 billion in secured debt in
these cases -- the support of only one creditor among the critical
mass of creditors needed to support a successful restructuring in
these cases.

Judge Chapman reminded Innkeepers of Judge Robert Gerber's ruling
in In re Adelphia Communications Corp., 336 B.R. 610, 669-71
(Bankr. S.D.N.Y. 2006) -- a case with multiple debtors -- that the
debtors, as fiduciaries, have duties to refrain from favoring or
appearing to favor one or another of their estates and its
creditors over another.  "The Debtors have not done so here,"
Judge Chapman said in the Dec. 20 decision.

The PSA supports a plan term sheet that provides, among other
things, for Lehman to receive, in satisfaction of its secured
mortgage claims of roughly $238 million in floating mortgage loan
debt -- comprised of roughly $220 million in prepetition debt and
an anticipated $17.5 million in DIP financing -- 100% of the
issued and outstanding new shares of common stock to be issued by
the reorganized Debtors.  The new shares will include all equity
in all 92 of the Debtors, notwithstanding that Lehman currently is
secured by collateral of only 20 of the Debtors.

Under the plan term sheet, the remaining property level secured
lenders would receive new secured notes with a value that is not
less than the value of the collateral securing their prepetition
debt.  The plan dictated by the PSA proposes to assign a value to
those secured notes, providing Midland Loan Services, Inc., for
example, with a $550 million note on account of its roughly
$825 million secured claim.

Objections to the PSA Motion were filed by:

     (i) Midland Loan Services, Inc.;

    (ii) the Property Level Lenders, comprised of Wells Fargo
         Bank, N.A., as Trustee for the registered holders of
         Credit Suisse First Boston Mortgage Securities Corp.,
         Commercial Mortgage Pass-Through Certificates, Series
         2007-C1 and U.S. Bank National Association, as Trustee
         for the registered holders of ML-CFC Commercial Mortgage
         Trust 2006-4, Commercial Mortgage Pass-Through
         Certificates, Series 2006-4;

   (iii) the Ad Hoc Equity Committee of Preferred Shareholders;

    (iv) TriMont Real Estate Advisors, Inc.;

     (v) CWCapital Asset Management LLC;

    (vi) C-III Asset Management LLC;

   (vii) Five Mile Capital Partners LLC; and

  (viii) Appaloosa Investment L.P. I.

Reservations of rights regarding the Motion were filed by Marriott
International, Inc., and the Official Committee of Unsecured
Creditors.

Judge Chapman added, "There is a level of neutrality required; I
do not believe the process leading to the PSA reflects the more
even-handed approach required in this case.  To be sure, the
Debtors do not have to be paralyzed in an attempt to make everyone
happy.  If they believe the plan underlying the PSA is a good,
confirmable plan, they can and should file it and prosecute it.
It will either survive attacks vis-a-vis valuation, new value,
substantive consolidation, and whatever else the creditor body
asserts -- or it will not.  And, if Lehman still wants to support
the plan, it is free to do so."

A full-text copy of Judge Chapman's Dec. 20 Bench Decision is
available at http://is.gd/jcBqAfrom Leagle.com.

LNR Partners, LLC, is represented in the case by:

          Lawrence P. Gottesman, Esq.
          BRYAN CAVE LLP
          1290 Avenue of the Americas
          New York, NY 10104-3300
          Telephone: 212-541-1193
          Facsimile: 212-541-1493
          E-mail: lawrence.gottesman@bryancave.com

Attorneys for Lehman ALI Inc., and Michael Lascher are:

          Michael J. Sage, Esq.
          Kevin J. O'Brien, Esq.
          Brian E. Greer, Esq.
          DECHERT LLP
          1095 Avenue of the Americas
          New York, NY 10036-6797
          Telephone: 212-698-3503
          Facsimile: 212-698-3599
          E-mail: michael.sage@dechert.com
                  kevin.obrien@dechert.com
                  brian.greer@dechert.com

The Ad Hoc Committee of Preferred Shareholders is represented by:

          Martin Bienenstock, Esq.
          Irena M. Goldstein, Esq.
          Timothy Q. Karcher, Esq.
          DEWEY & LEBOEUF LLP
          1301 Avenue of the Americas
          New York, NY 10019-6092
          Telephone: 212-259-8530
          E-mail: mbienenstock@dl.com
                  igoldstein@dl.com
                  tkarcher@dl.com

Midland Loan Services, Inc., is represented by:

          Lenard M. Parkins, Esq.
          HAYNES AND BOONE LLP
          1221 Avenue of the Americas, 26th Floor
          New York, NY 10020
          Telephone: 212-659-4966
                     713-542-7225 (Mobile)
          Facsimile: 212-884-8226
          E-mail: lenard.parkins@haynesboone.com

               - and -

          John D. Penn, Esq.
          201 Main Street, Suite 2200
          Fort Worth, TX 76102
          Telephone: 817-347-6610
          Facsimile: 817-348-2300
          E-mail: john.penn@haynesboone.com

               - and -

          Philip M. Bridwell, Esq.
          Mark Elmore, Esq.
          2323 Victory Avenue, Suite 700
          Dallas, TX 75219
          Telephone: 214-651-5534
          Facsimile: 214-200-0728
          E-mail: philip.bridwell@haynesboone.com
                  mark.elmore@haynesboone.com

Attorneys for Five Mile Capital Partners LLC are:

          David M. Friedman, Esq.
          Adam L. Shiff, Esq.
          Daniel A. Fliman, Esq.
          KASOWITZ, BENSON, TORRES & FRIEDMAN LLP, New York, NY,
          1633 Broadway
          New York, NY 10019
          Telephone: (212) 506-1740
          Facsimile: (212) 506-1800
          E-mail: dfriedman@kasowitz.com
                  ashiff@kasowitz.com
                  dfliman@kasowitz.com

TriMont Real Estate Advisors, Inc., is represented by:

          Todd C. Meyers, Esq.
          KILPATRICK STOCKTON LLP
          Suite 2800, 1100 Peachtree Street
          Atlanta, GA, 30309-4528
          Telephone: 404-815-6482
          Facsimile: 404-541-3307
          E-mail: TMeyers@KilpatrickStockton.com

The Official Committee of Unsecured Creditors is represented by:

          Lorenzo Marinuzzi, Esq.
          MORRISON & FOERSTER LLP
          1290 Avenue of the Americas
          New York, NY 10104-0050
          Telephone: (212) 468-8045
          Facsimile: (212) 468-7900
          E-mail: lmarinuzzi@mofo.com

Apollo Investment Corporation is represented by:

          Alan W. Kornberg, Esq.
          Andrew J. Ehrlich, Esq.
          PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
          1285 Avenue of the Americas
          New York, NY 10019-6064
          Telephone: 212-373-3209
          Facsimile: 212-373-2053
          E-mail: kornberg@paulweiss.com
                  aehrlich@paulweiss.com

Attorneys for C-III Asset Management and CWCapital Asset
Management are:

          David M. Neff, Esq.
          PERKINS COIE LLP
          131 South Dearborn Street, Suite 1700
          Chicago, IL 60603-5559
          Telephone: 312-324-8689
          Facsimile: 312-324-9689
          E-mail: DNeff@perkinscoie.com

Attorneys for Appaloosa Investment L.P. are:

          Lee S. Attanasio, Esq.
          John G. Hutchinson, Esq.
          SIDLEY AUSTIN LLP
          787 Seventh Avenue
          New York, NY 10019
          Telephone: 212-839-5342
          Facsimile: 212-839-5599
          E-mail: lattanasio@sidley.com
                  jhutchinson@sidley.com

                   About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

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

Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, DC, serve as counsel to the Debtors.  AlixPartners is
the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.  The
petition estimated assets and debts of more than $1 billion as of
the bankruptcy filing.

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

                       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)


INOVA TECHNOLOGY: Incurs $380,000 Net Loss in October 31 Quarter
----------------------------------------------------------------
Inova Technology Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $379,968 on $4.81 million of revenue for
the three months ended Oct. 31, 2010, compared with a net loss of
$1.83 million on $4.13 million of revenue for the same period a
year ago.

The Company's balance sheet at Oct. 31, 2010, showed
$11.03 million in total assets, $16.21 million in total
liabilities, and a stockholders' deficit of $5.17 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?7151

                      About Inova Technology

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

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


INTEGRATED FREIGHT: Seaside 88 Discloses 9.99% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission on December 10, 2010, Seaside 88, LP disclosed that it
beneficially owns 2,644,586 shares of Integrated Freight
Corporation common stock representing 9.99% of the shares
outstanding.  Each of Seaside 88 Advisors, LLC, William J. Ritger
and Denis M. O'Donnell owns of 2,644,586 shares.

The calculation of percentage of beneficial ownership was derived
from the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2010, as filed with the Securities and
Exchange Commission on November 19, 2010, in which the Company
stated that the number of shares of its common stock outstanding
as of November 17, 2010 was 24,312,989 shares.  The calculation
includes the 2,400,000 shares purchased by Seaside in the number
of shares outstanding; the aggregate number and percentage of
shares shown as beneficially owned represent 9.99% of the total
number of shares outstanding, or 26,712,909 shares.

                     About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

On August 19, 2010, at a special stockholders' meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation.  The Company's name change and State of
Incorporation have been approved and are effective as of
August 18, 2010.  The reverse stock split has been approved but is
not effective as of the date of this filing.

                          *     *     *

Sherb & Co., LLP, in Boca Raton, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has suffered
recurring losses and has a negative working capital position and a
stockholders' deficit.

The Company's balance sheet at Sept. 30, 2010, showed
$8.96 million in total assets, $11.91 million in total
liabilities, and a stockholders' deficit of $2.95 million.


INTEGRATED HEALTHCARE: K. Chaudhuri Discloses 77.55% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on December 13, 2010, Kali P. Chaudhuri, M.D.,
disclosed that he beneficially owns 437,601,334 shares of
Integrated Healthcare Holdings, Inc. common stock representing
77.55% of the shares outstanding.  The number of shares include
(i) 30,600,000 shares that have been issued to Kali P. Chaudhuri,
M.D. (subject to downward adjustment pursuant to a Settlement
Agreement, General Release and Covenant Not to Sue dated March 25,
2009 between Kali P. Chaudhuri, M.D., the Company and certain
other parties, including other stockholders of the Company, as
filed with the Securities and Exchange Commission as Exhibit 10.1
to the Company's Form 8-K filed on April 7, 2009), and (ii)
309,000,000 shares underlying warrants that are exercisable by
Kali P. Chaudhuri, M.D. or KPC Resolution Company, LLC within 60
days, and assume 255,307,262 shares of Company's common stock are
outstanding.

KPC Resolution Company, LLC also disclosed ownership of
139,000,000 shares representing 35.25% equity stake.

There were 255,307,262 shares outstanding of the Company's common
stock as of November 2, 2010.

The Reporting Persons currently intend to acquire ownership of up
to 100% of the outstanding shares of common stock of the Company.
The Reporting Persons intend to negotiate with members of the
Company's board of directors, management and other stockholders of
the Company with regard to these matters.  If the Company is not
currently eligible to terminate the registration of its common
stock under Section 12(g)(4) of the Exchange Act, the acquisition
by the Reporting Persons of additional shares of common stock of
the Company may cause the Company to become eligible to terminate
such registration.  If registration of the common stock of the
Company under the Exchange Act is terminated, the common stock of
the Company will cease to be authorized to be quoted on the OTC
Bulletin Board.

                    About Integrated Healthcare

Headquartered in Santa Ana, Calif., Integrated Healthcare
Holdings, Inc. (IHHI) -- http://www.ihhioc.com/-- owns and
operates four acute care hospitals and ancillary health businesses
in Orange County, California.

The Company's balance sheet at September 30, 2010, showed
$127.8 million in total assets, $172.0 million in total
liabilities, and a stockholders' deficit of $44.2 million.

As of September 30, 2010, the Company has a working capital
deficit of $44.2 million and an accumulated deficit of
$105.3 million.

BDO Seidman, LLP, Costa Mesa, California, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
March 31, 2010.  The independent auditors noted that the Company
has a working capital deficit and a net stockholders' deficiency
at March 31, 2010.


INTERNATIONAL COAL: Sets Pricing of 40-Mil. Shares Offering
-----------------------------------------------------------
International Coal Group, Inc. filed with the Securities and
Exchange Commission on December 14, 2010, a free writing
prospectus regarding the pricing of a registered underwritten
offering of 12,268,700 and 22,577,800 shares of the Company's
common stock by affiliates of each of WL Ross & Co. and Fairfax
Financial Holdings Limited, respectively.

The underwriter will also have the option to purchase up to an
additional 1,840,305 and 3,386,670 shares of common stock from
such affiliates of WL Ross & Co. and Fairfax Financial Holdings
Limited, respectively, within 30 days, solely to cover over-
allotments, if any.

On December 13, 2010, the last sale price of the Company's common
stock as reported on the New York Stock Exchange was $8.16 per
share.  Closing of the offering is expected to occur on or about
December 17, 2010, subject to customary closing conditions.  Upon
completion of this offering, affiliates of WL Ross & Co. and
Fairfax Financial Holdings Limited will continue to own 12,268,723
and 22,577,788 shares of the Company's common stock, respectively.
Messrs. Ross and Mitchell and Ms. Teramoto will continue to serve
on the Board of Directors and Mr. Ross will continue in his role
as non-executive Chair of the Board of Directors.  The Company
will not receive any of the proceeds from the offering.  The total
number of shares of the Company's common stock outstanding will
not change as a result of this offering.

BofA Merrill Lynch acted as the sole book-running manager for the
offering.

The common stock will be sold by the selling stockholders pursuant
to an effective shelf registration statement that was previously
filed by the Company with the SEC and became effective on December
13, 2010.  Copies of the preliminary prospectus supplement and
related base prospectus for the offering have been filed with the
SEC and are available on the SEC's website, www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the
prospectus if you request it by sending a request to BofA Merrill
Lynch, 4 World Financial Center, New York, NY 10080, Attn:
Prospectus Department or e-mailing BofA Merrill Lynch at
dg.prospectus_requests@baml.com.

                  About International Coal Group

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

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

                           *     *     *

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

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


INTERNATIONAL COAL: Files Form S-3ASR; May Sell Common Stock
------------------------------------------------------------
In an automatic shelf registration statement with the Securities
and Exchange Commission on December 13, 2010, International Coal
Group, Inc. disclosed that it may sell its common stock from time
to time at indeterminate prices.  A copy of the prospectus is
available for free at http://ResearchArchives.com/t/s?714d

                  About International Coal Group

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

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

                           *     *     *

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

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


INTERNATIONAL RECTIFIER: S&P Raises Corp. Credit Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on U.S. power management semiconductor
manufacturer International Rectifier Corp. to 'BB-' from 'B+'.
The outlook is stable.

S&P's rating on IR reflects the company's improving credit
profile, characterized by recent consistent revenue growth and
higher profitability, reflecting the recovery across the
semiconductor industry, and an adequate liquidity profile.  Uneven
profit generation over the past two years, industry cyclicality,
and IR's midtier competitive position partially offset these
factors.

S&P's financial risk profile for IR is significant despite credit
measures currently strong for the category.  S&P believes that
over a cycle, there are likely to be wide fluctuations in the
company's financial profile.  During fiscal 2009, IR experienced
periods of large revenue declines and negative EBITDA.  In
addition, profitability, while improving throughout the recovery,
has consistently been weaker compared to its peers.  Although
there is currently no funded debt, the rating can accommodate both
some slippage from expected near term performance when another
cyclical downturn occurs and also support debt leverage of about
3x average EBITDA.


INTERTAPE POLYMER: Court Cuts Jury Award to $3 Million
------------------------------------------------------
Intertape Polymer Group Inc. has received a positive ruling in the
pending litigation against its subsidiary, Intertape Polymer
Corp., in the case of Intertape Polymer Corp. v. Inspired
Technologies, Inc.

The United States District Court for the Middle District of
Florida has granted Intertape's post trial motion to reduce the
amount of the judgment previously awarded by the jury to ITI from
$13,150,000 to $3,000,000.  These amounts do not include attorney
fees, costs, or prejudgment interest.

As a result of the reduction of the judgment, Intertape will
request a corresponding reduction in the amount of its appellate
bond.  "We are pleased by this ruling but not completely satisfied
considering that we believe ITI's allegations to be unfounded.  As
such, we will appeal to the 11th Circuit Court of Appeals seeking
reversal of the judgment", said the Company's President and CEO,
Greg Yull.

                 About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

                           *     *     *

In August 2010, Moody's Investors Service revised the rating
outlook on Intertape Polymer Group Inc. to negative from stable
and affirmed the B2 Corporate Family Rating.  Moody's also
affirmed the SGL-3 speculative grade liquidity rating and
instrument ratings.

Moody's said the B2 Corporate Family Rating reflects Intertape's
narrow operating margins, lack of pricing power, largely
commoditized product line and reliance on cyclical end markets,
such as industrial, building and construction segments.  Intertape
is operating in a fragmented and highly competitive industry.  The
presence of large competitors with significant financial resources
restricts Intertape's ability to recover raw material increases
from customers and constrains the rating.


JAMES SHANNON: District Court Rejects Interlocutory Appeal
----------------------------------------------------------
District Judge B. Avant Edenfield dismissed James G. Shannon's
appeal from an order entered by the Bankruptcy Court granting the
motions to extend the time to file dischargeability complaints
filed by the Morales-Arcadio and Reyes-Fuentes Creditors.  The
Creditors moved to dismiss the appeal on the basis that it is
interlocutory, and should not be considered by the Court.

Mr. Shannon's debt to the Creditors arises out of consent
judgments and a security agreement entered into between the
parties to settle a lawsuit in which the Creditors alleged Mr.
Shannon's violation of the Fair Labor Standards Act.  The
Creditors claim that Mr. Shannon's debt is not dischargeable in
bankruptcy, but they did not file dischargeability complaints
within the prescribed 60-day period.

The appellate case is James G. Shannon, Jr., v. Morales-Arcadio
Creditors, Reyes-Fuentes Creditors, Case No. 10-cv-69 (S.D. Ga.),
and a copy of the District Court's December 16, 2010 Order is
available at http://is.gd/jccfSfrom Leagle.com.

James G. Shannon filed for Chapter 11 bankruptcy (Bankr. S.D. Ga.
Case No. 09-61153) on December 4, 2009.  H. Lehman Franklin, Jr.,
Esq. -- hlfpcbankruptcy@hotmail.com -- in Statesboro, Georgia,
represents the Debtor.  In his petition, the Debtor estimated
$1 million to $10 million in both assets and debts.


JEMSEK CLINIC: Insurer's Misconduct Warrants Claim Dismissal
------------------------------------------------------------
WestLaw reports that an insurer's purposeful misconduct or
reckless indifference to its disclosure obligations, in never
advising the debtors or the court of the fact that the debtors'
counterclaims were virtually identical to claims asserted by other
health care providers in pending class litigation in which the
insurer had been involved for more than four years and which was
just on the verge of settling, and in allowing debtors to
needlessly expend hundreds of thousands of dollars in litigating
the counterclaims as time for them to opt out of the class
settlement expired, only to abruptly change course once this opt-
out time had passed and to raise the settlement as a bar to
debtors' continued pursuit of the counterclaims in bankruptcy
court, was sufficiently egregious to warrant the extreme sanction
of dismissal of the insurer's claims against the debtors.
However, the court could not enter judgment for the debtors based
on the alleged value of the counterclaims, something which the
bankruptcy court was barred on res judicata grounds from
determining.  Debtors could not indirectly obtain, as a sanction,
a damages remedy that they were barred from obtaining on their
counterclaims.  In re Jemsek Clinic, P.A., --- B.R. ----, 2010 WL
5128366 (Bankr. W.D.N.C.).

In 2008, the United States Court of Appeals for the Eleventh
Circuit got involved in the dispute between Dr. Joseph G. Jemsek
and his clinic.  A copy of an unpublished decision in Thomas v.
Blue Cross and Blue Shield Assoc., No. 08-15395 (11th Cir.), is
available at http://is.gd/jdYhXfrom Leagle.com.

Jemsek Clinic, P.A., dba Jemsek Specialty Clinic, Lyme and Related
Diseases, PLLC, fka Jemsek Clinic, PLLC --
http://www.jemsekclinic.com/-- operates a center for the practice
of internal medicine and infectious diseases in Huntersville, N.C.
The center specializes in general infectious disease diagnosis and
treatment, with a primary focus on HIV/AIDS and Lyme Disease.  The
debtor sought chapter 11 protection (Bankr. W.D.N.C. Case No. 06-
31766) on Oct. 25, 2006, and is represented by Travis W. Moon,
Esq. -- tmoon@lawhms.com -- at Hamilton Fay Moon Stephens Steele &
Martin, PLLC, in Charlotte, N.C.  At the time of the filing, the
Debtor estimated its assets and debts at less than $10 million.


JERRY BARNETT: Court Orders Appointment of Chapter 11 Examiner
--------------------------------------------------------------
The Hon. Brian D. Lynch of the U.S. Bankruptcy Court for the
Western District of Washington directed the Office of the U.S.
Trustee for Region 18 to appoint a Chapter 11 examiner in the case
of Jerry Barnett and Katherine Barnett.

Unsecured creditor Banc of America Leasing & Capital, LLC asked
the Court for an appointment of an examiner explaining that the
interest of all parties-in-interest will be served by the
appointment of an examiner.

The Chapter 11 examiner's duties will include an examination
of:

   a) the Debtors;

   b) the Barnett Revocable Living Trust and any other
      trust, including offshore trusts, if any, in which the
      Debtors, or either of them, have a legal or equitable
      interest;

   c) any entity in which the Debtors, or either of them, are an
      affiliate, and any person that is an insider of the Debtors,
      or either of them; and

   d) all entities disclosed by the Debtors in their schedules,
      statements, and lists filed.

The examiner may in its discretion examine any other person
affecting the financial affairs of the Debtors, the Trusts, the
Affiliate Entities, or the Disclosed Entities.

Further, the scope of the examiner's duties will include an
investigation of the subject entities':

   i) pre- and post-petition income and the sources thereof;

  ii) pre- and post-petition transfers of property;

iii) current assets and the values thereof (without resort to
      formal appraisals);

  iv) current liabilities and the bases therefor;

   v) nature and extent of interests in property of any sort;

  vi) management, control, and operations;

vii) cash flow, financial condition, and profitability; and

viii) ability to market and sell any assets owed.

The examiner will file by February 28, 2011, a written report
containing findings, conclusions, and recommendations from his or
her investigation.

Bank of America is represented by:

     Brad A. Goergen, Esq.
     GRAHAM & DUNN PC
     Pier 70, 2801 Alaskan Way, Suite 300
     Seattle, WA 98121-1128
     Tel: (206) 624-8300
     Fax: (206) 340-9599
     E-mail: bgoergen@grahamdunn.com

             About Jerry Barnett and Katherine Barnett


Gig Harbor, Washington-based Jerry Barnett and Katherine Barnett
filed for Chapter 11 bankruptcy protection on July 26, 2010
(Bankr. W.D. Wash. Case No. 10-46062).  Benjamin J. Riley, Esq.,
at Brian L. Budsberg PLLC, represents the Debtors.  The Barnetts
estimated assets and debts at $100 million to $500 million in
their Chapter 11 petition.


JERRY BARNETT: 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 Jerry Barnett and Katherine Barnett.

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

Gig Harbor, Washington-based Jerry Barnett and Katherine Barnett
filed for Chapter 11 bankruptcy protection on July 26, 2010
(Bankr. W.D. Wash. Case No. 10-46062).  Benjamin J. Riley, Esq.,
at Brian L. Budsberg PLLC, represents the Debtors.  The Barnetts
estimated assets and debts at $100 million to $500 million in
their Chapter 11 petition.


JERRY BARNETT: Wins Nod for Brian L. Budsberg PLLC as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
has granted Jerry Barnett and Katherine Barnettpermission to
employ Brian L. Budsberg, P.L.L.C, as their counsel, retroactive
to the filing of the Debtors' Chapter 11 case.

All compensation will be subject to Court order upon notice to
creditors and a hearing.

The Bankruptcy Court is satisfied that the firm represents no
interest adverse to the estate and that it is a "disinterested
person" as that term is defined under Sec. 101(14) of the
Bankruptcy Code.

The firm can be reached at:

     Brian L. Budsberg, Esq.
     BRIAN L. BUDSBERG, P.L.L.C.
     P.O. Box 1489 Chapter 11
     Olympia, WA 98507-1489
     Tel: (360) 584-9093
     Fax: (360) 252-8333

Gig Harbor, Washington-based Jerry Barnett and Katherine Barnett
filed for Chapter 11 bankruptcy protection on July 26, 2010
(Bankr. W.D. Wash. Case No. 10-46062).  Benjamin J. Riley, Esq.,
at Brian L. Budsberg PLLC, represents the Debtors.  The Barnetts
estimated assets and debts at $100 million to $500 million in
their Chapter 11 petition.


JOURDAN RIVER: Regions Bank Guaranty Suit Sent to Arbitration
-------------------------------------------------------------
The Court of Appeals of Louisiana, Fourth Circuit, vacated a trial
court's interlocutory judgment denying relator Stephen J.
Schmidt's motion for stay of court litigation pending arbitration.
The Appellate Court ruled that the trial court erred as a matter
of law in denying the motion to stay in order that the matter
could be submitted to binding arbitration.  The Appellate Court
grants a stay of the proceedings pending arbitration and remand
the case to the district court.

On July 27, 2007, in a commercial transaction in New Orleans,
Jourdan River Estates, LLC, borrowed $4.42 million from Regions
Bank.  In addition to the security of a mortgage or deed of trust
on real estate situated in Mississippi, the bank also obtain the
personal written guaranties of Mr. Schmidt and of Earl Weber, Jr.
Mr. Schmidt and Mr. Weber are members of the limited liability
company.  After Jourdan River Estates filed Chapter 11 bankruptcy,
the bank instituted suit against the two guarantors to collect the
debt.  The promissory note contains an agreement to submit any
dispute, claim or controversy to binding arbitration; the
Commercial Guaranty does not contain such an agreement.
Initially, Mr. Schmidt excepted on the grounds of prematurity.  He
also sought a stay so that he could proceed to arbitration.  The
trial court overruled the exception and the motion.

Mr. Schmidt argues that because Regions seeks to enforce a
guaranty agreement to collect on a debt evidenced by the
promissory note, which is identified with it and relied upon by
the bank to collect the debt against Mr. Schmidt, the promissory
note is inextricably tied to the dispute and claim, and therefore
he is entitled to avail himself of its arbitration provision.  The
Appellate Court agrees.

The case is Regions Bank, v. Earl E. Weber, Jr., et al., No. 2010-
C-1169 (La. App. Ct.).

Stephen J. Schmidt is represented by:

          Vincent J. Booth, Esq.
          BOOTH & BOOTH, APLC
          139 North Cortez Street
          New Orleans, LA 70119

Regions Bank is represented by:

          J. Patrick Gaffney, Esq.
          William T. Finn, Esq.
          Lindsay E. Spann, Esq.
          CARVER, DARDEN, KORETZKY, TESSIER, FINN,
            BLOSSMAN & AREAUX, LLC
          1100 Poydras Street, Suite 3100
          New Orleans, LA 70163
          Telephone: (504) 585-3835
          E-mail: gaffney@carverdarden.com
                  finn@carverdarden.com
                  spann@carverdarden.com

A copy of Judge Paul A. Bonin's Dec. 15, 2010 decision is
available at http://is.gd/jdhxWfrom Leagle.com.

Based in Kenner, Louisiana, Jourdan River Estates, LLC, aka Jordan
River Estates, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D.
La. Case No. 09-13233) on September 18, 2009.  Judge Jerry A.
Brown presided over the case.  Jan Marie Hayden, Esq. --
jhayden@hellerdraper.com -- at Heller, Draper, Hayden, Patrick &
Horn, L.L.C., served as counsel.  In its petition, the Debtor
estimated under $50,000 in assets and $1 million to $10 million in
debts.


JOSEPH KWIATKOWSKI: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: Joseph Stanley Kwiatkowski
                 dba Kwiatkowski Farms
                     Kwiatkowski Mining
               Susan Eleanor Kwiatkowski
               149 Ottogan Avenue
               Dorr, MI 49323

Bankruptcy Case No.: 10-14901

Chapter 11 Petition Date: December 21, 2010

Court: U.S. Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtors' Counsel: Martin L. Rogalski, Esq.
                  MARTIN L. ROGALSKI PC
                  1881 Georgetown Center
                  Jenison, MI 49428
                  Tel: (616) 457-4410
                  E-mail: court@mrogalski.com

Scheduled Assets: $9,922,481

Scheduled Debts: $9,991,806

A list of the Joint Debtors' 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/miwb10-14901.pdf


JULIE GREEN: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Julie A. Green
        6824 W. Rose Garden Lane
        Glendale, AZ 85308

Bankruptcy Case No.: 10-40642

Chapter 11 Petition Date: December 21, 2010

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

Judge: Randolph J. Haines

Debtor's Counsel: Arthur F. Stockton, Esq.
                  STOCKTON LAW OFFICES
                  8655 Via De Ventura, #G200
                  Scottsdale, CA 85258
                  Tel: (866) 682-8776
                  Fax: (866) 207-4082
                  E-mail: art@stocktonlawoffices.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 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb10-40642.pdf


KENMORE REALTY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kenmore Realty Group LLC
        6011 N. Kenmore
        Chicago, IL 60660

Bankruptcy Case No.: 10-55868

Chapter 11 Petition Date: December 20, 2010

Court: U.S. 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 Street, 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

The petition was signed by Joseph Junkovic, manager.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Certified Window Company           --                      $70,000
2840 N. Central Park Avenue
Chicago, IL 60618

Village of Merrionette Park        --                      $53,463
11720 S. Kedzi Avenue
Merrionette Park, IL 60803

City of DeKalb                     --                      $25,153
200 South Fourth Street
DeKalb, IL 60115

Carpet Showcase & Supplies         --                      $22,328

Direct Energy Services, LLC        --                      $20,862

Nicor Gas                          --                      $20,191

Schmidt, Salzman                   --                      $19,923

ComEd                              --                       $5,613

Waste Management Billing Department--                       $3,915

Burr Pest Control Services         --                       $3,200

The Sherwin Williams Co.           --                       $3,041

Chicago Title Land Trust Company   --                       $2,835

Raincoat Roofing Systems, Inc.     --                       $2,610

Soto Carpet                        --                       $2,500

Coinmac Susan Kalman               --                       $1,950

Illustratus                        --                       $1,015

Miller Shakman & Beem              --                       $1,000

E&E Lawn Care                      --                         $875

Sanford Kahn, Ltd.                 --                         $724

Delano's Home Decorating           --                         $720


KENWILAGO GROUP: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kenwilago Group, LLC
        fka Argonaut Midwest Holdings, LLC
        422 Burk Road
        Highlandville, MO 65669

Bankruptcy Case No.: 10-63043

Chapter 11 Petition Date: December 20, 2010

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Raymond I. Plaster, Esq.
                  RAYMOND I. PLASTER, P.C.
                  2032 E. Kearney, Ste. 107
                  Springfield, MO 65803
                  Tel: (417) 831-6900
                  Fax: (417) 831-6901
                  E-mail: riplaster@rip-pc.com

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mowb10-63043.pdf

The petition was signed by Karen O. Woolard, managing member.


KIEBLER RECREATION: Plan Outline Hearing Set for January 4
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio will
convene a hearing on January 4, 2011 at 1:30 p.m., to consider
approval of the Disclosure Statement explaining Kiebler
Recreation, LLC's Chapter 11 Plan.  Objections if any, are due
December 28.

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

As reported in the Troubled Company Reporter on December 1, 2010,
the Company's reorganization plan intends to pay back secured and
unsecured claims.  The Plan states that real property tax claim by
the county of more than $1.2 million in unpaid taxes from 2008,
2009 and 2010 will be paid.  Also, resort officials plan to pay
the state the more than $436,000 it owes in sales tax.  The money
owed is a secured claim that allows the creditors to have a lien
on the property for collateral.  Secured creditors have the best
chance of getting relief on their claim.  Others secured claims
include Kings Heating and Sheet Metal of Falconer, which is owed
$87,891, and R.W. Larson Associates, which has a Jamestown office,
is owed two claims -- $58,752 and $18,023.  Altogether there is
more than $30 million in secured claims against resort owner Paul
Kiebler IV.

As for non-secured credit claims, Mr. Kiebler has a total of
$3,848,446.  The unsecured creditors may receive little or no
payment at all.  However, deferred cash distributions will be made
to those with unsecured claims.

                     About Kiebler Recreation

Peek'n Peak Resort -- http://www.pknpk.com/-- is a recreational
and leisure facility.

Findley Lake, New York-based Kiebler Recreation, LLC, dba Peek'n
Peak Resort, filed for Chapter 11 bankruptcy protection on May 26,
2010 (Bankr. N.D. Ohio Case No. 10-15099).  Robert C. Folland,
Esq., at Thompson Hine LLP, represents the Debtor.  The Company
estimated assets and debts at $10 million to $50 million as of the
Petition Date.

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


KIMPEL'S JEWELRY: Court Won't Hear Claims v. Non-Debtor Defendants
------------------------------------------------------------------
Judge Barbara Houser said the Bankruptcy Court has "related to"
jurisdiction over the claims the Plaintiffs have asserted against
the non-debtor defendants in the case, Bill Kimpel, Kimpel's
Jewelry & Gifts, Inc., and Providential Opportunities, Inc., v.
Scott Bradley Meyrowitz, Scott Meyrowitz, Inc., Meyrowitz Inc.,
Nutritox, LLC, and Craig Newbold, Adv. Pro. No. 10-03227 (Bankr.
N.D. Tex.)  Judge Houser, however, decided to abstain from hearing
the claims against the non-debtor defendants in accordance with
28 U.S.C. Sec. 1334(c)(1).

Judge Houser said if the Court's decision to abstain is erroneous
and is reversed on appeal by final order, the Court would grant
Mr. Meyrowitz's motion to dismiss the complaint.  However, the
Court would not grant a separate request by Mr. Newbold to dismiss
the complaint based upon his contention that the claims asserted
are barred by res judicata and judicial estoppel.

In the suit, the Kimpel entities allege that they went into
business with Messrs. Newbold and Meyrowitz -- and various
entities that Mr. Meyrowitz is alleged to have controlled -- and
that the various defendants failed to perform in accordance with
their alleged agreements, converted cash and other items of the
Kimpel entities, and engaged in various conspiracies and other
fraudulent conduct.

A copy of Judge Houser's December 20, 2010 Memorandum Opinion is
available at http://is.gd/jcvMxfrom Leagle.com.

              About William Kimpel & Kimpel's Jewelry

Based in Columbiana, Ohio, William R. Kimpel owns Providential
Opportunities, Inc., and Kimpel's Jewelry & Gifts, Inc.  Mr.
Kimpel filed his own case under Chapter 7 of the Bankruptcy Code
(Bankr. N.D. Ohio Case No. 05-49432) on October 15, 2005.

Kimpel's Jewelry filed its Chapter 11 case on the same date
(Bankr. N.D. Ohio Case No. 05-49330).  Judge Kay Woods presided
over the Chapter 11 case.  Melody Dugic Gazda, Esq., and Richard
G. Zellers, Esq., at Luckhart, Mumaw, Zellers & Robinson in
Canfield, Ohio, served as Kimpel's Jewelry counsel.  In Kimpel's
Jewelry's petition, it estimated $1 million to $10 million in both
assets and debts.

Mr. Kimpel received a discharge in his case on June 15, 2006.  A
plan was confirmed in the Kimpel's Jewelry case on May 23, 2007.

                   About Scott Bradley Meyrowitz

Based inDallas, Texas, Scott Bradley Meyrowitz filed for Chapter
11 bankruptcy (Bankr. N.D. Tex. Case No. 06-31660) on April 25,
2006.  Karen Lynn Kellett, Esq., in Dallas, represented the
Debtor.  In his petition, the Debtor estimated less than $50,000
in assets and between $1 million to $10 million in debts.

Mr. Meyrowitz confirmed a plan of reorganization on June 27, 2008.
However, Mr. Meyrowitz has defaulted under its terms and has, in
essence, disappeared.  According to his counsel, Mr. Meyrowitz is
not (i) responding to his counsel's inquiries, or (ii) following
his counsel's legal advice.  After a second hearing on his
counsel's motion to withdraw -- at which Mr. Meyrowitz failed to
appear or respond -- the Court granted the motion and authorized
his counsel's withdrawal.


KSJK FAMILY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: The KSJK Family Limited Partnership
        4925 Wilshire Boulevard, #102
        Los Angeles, CA 90010
        Tel: (213) 427-9727

Bankruptcy Case No.: 10-64069

Chapter 11 Petition Date: December 20, 2010

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

Debtor's Counsel: Kyungsoo Ken Park, Esq.
                  3600 Wilshire Boulevard, Suite 1722
                  Los Angeles, CA 90010
                  Tel: (213) 427-9727
                  Fax: (213) 427-9757
                  E-mail: kspark_law@yahoo.com

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

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

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

The petition was signed by Soon Joo Kim, general partner.


LEON SUGAR: Owes $1.46 Million to Top 20 Creditors
--------------------------------------------------
Leon Sugar's listed $1.46 million of debts to its 20 largest
unsecured creditors, including $859,000 owed from a loan from
BB&T, according to fayobserver.com.

Based in Fayetville, North Carolina, Leon Sugars Inc. filed for
Chapter 11 bankruptcy protection on Dec. 10, 2010 (Bankr. E.D.
N.C. Case No. 10-10181).  Ocie F. Murray, Jr., Esq., Murray Craven
& Inman LLP, represents the Debtor in its restructuring efforts.
The Debtor estimated assets of between $100,000 and $500,000, and,
debts of between $1 million and $10 million.


LEHMAN BROTHERS: Court Issues Revised Decision on Lehman PSA
------------------------------------------------------------
Judge Shelley C. Chapman on Monday re-issued her decision denying
Innkeepers USA Trust and its affiliated debtors' motion to assume
a plan support agreement, dated July 17, 2010, with Lehman ALI
Inc.  Judge Chapman said the Debtors have not articulated a
sufficient business justification for entry into the PSA.

The decision was dictated on the record at the conclusion of the
hearing held on September 1, 2010.  It has been modified in these
respects: (i) typographical and transcription errors have been
corrected, (ii) full citations have been added, and (iii) defined
terms have been added for the purposes of clarity.  Because this
decision was initially a bench decision dictated in open court and
written without the benefit of more leisurely drafting, it has
fewer citations and footnotes, and a more conversational tone than
a memorandum decision.

The ruling was first reported by the Troubled Company Reporter on
September 8, 2010, citing INNKEEPERS USA Bankruptcy News.

"I do not believe this is a case where a smaller group of out-of-
the-money constituents is opposing the Debtors' motion in an
effort to extract hold-up value from those constituents that are
'in the money,'" Judge Chapman pointed out.  She explained that
unlike most plan support agreements, the PSA only "locks up"
roughly $200 million of the total $1.4 billion in secured debt in
these cases -- the support of only one creditor among the critical
mass of creditors needed to support a successful restructuring in
these cases.

Judge Chapman reminded Innkeepers of Judge Robert Gerber's ruling
in In re Adelphia Communications Corp., 336 B.R. 610, 669-71
(Bankr. S.D.N.Y. 2006) -- a case with multiple debtors -- that the
debtors, as fiduciaries, have duties to refrain from favoring or
appearing to favor one or another of their estates and its
creditors over another.  "The Debtors have not done so here,"
Judge Chapman said in the Dec. 20 decision.

The PSA supports a plan term sheet that provides, among other
things, for Lehman to receive, in satisfaction of its secured
mortgage claims of roughly $238 million in floating mortgage loan
debt -- comprised of roughly $220 million in prepetition debt and
an anticipated $17.5 million in DIP financing -- 100% of the
issued and outstanding new shares of common stock to be issued by
the reorganized Debtors.  The new shares will include all equity
in all 92 of the Debtors, notwithstanding that Lehman currently is
secured by collateral of only 20 of the Debtors.

Under the plan term sheet, the remaining property level secured
lenders would receive new secured notes with a value that is not
less than the value of the collateral securing their prepetition
debt.  The plan dictated by the PSA proposes to assign a value to
those secured notes, providing Midland Loan Services, Inc., for
example, with a $550 million note on account of its roughly
$825 million secured claim.

Objections to the PSA Motion were filed by:

     (i) Midland Loan Services, Inc.;

    (ii) the Property Level Lenders, comprised of Wells Fargo
         Bank, N.A., as Trustee for the registered holders of
         Credit Suisse First Boston Mortgage Securities Corp.,
         Commercial Mortgage Pass-Through Certificates, Series
         2007-C1 and U.S. Bank National Association, as Trustee
         for the registered holders of ML-CFC Commercial Mortgage
         Trust 2006-4, Commercial Mortgage Pass-Through
         Certificates, Series 2006-4;

   (iii) the Ad Hoc Equity Committee of Preferred Shareholders;

    (iv) TriMont Real Estate Advisors, Inc.;

     (v) CWCapital Asset Management LLC;

    (vi) C-III Asset Management LLC;

   (vii) Five Mile Capital Partners LLC; and

  (viii) Appaloosa Investment L.P. I.

Reservations of rights regarding the Motion were filed by Marriott
International, Inc., and the Official Committee of Unsecured
Creditors.

Judge Chapman added, "There is a level of neutrality required; I
do not believe the process leading to the PSA reflects the more
even-handed approach required in this case.  To be sure, the
Debtors do not have to be paralyzed in an attempt to make everyone
happy.  If they believe the plan underlying the PSA is a good,
confirmable plan, they can and should file it and prosecute it.
It will either survive attacks vis-a-vis valuation, new value,
substantive consolidation, and whatever else the creditor body
asserts -- or it will not.  And, if Lehman still wants to support
the plan, it is free to do so."

A full-text copy of Judge Chapman's Dec. 20 Bench Decision is
available at http://is.gd/jcBqAfrom Leagle.com.

LNR Partners, LLC, is represented in the case by:

          Lawrence P. Gottesman, Esq.
          BRYAN CAVE LLP
          1290 Avenue of the Americas
          New York, NY 10104-3300
          Telephone: 212-541-1193
          Facsimile: 212-541-1493
          E-mail: lawrence.gottesman@bryancave.com

Attorneys for Lehman ALI Inc., and Michael Lascher are:

          Michael J. Sage, Esq.
          Kevin J. O'Brien, Esq.
          Brian E. Greer, Esq.
          DECHERT LLP
          1095 Avenue of the Americas
          New York, NY 10036-6797
          Telephone: 212-698-3503
          Facsimile: 212-698-3599
          E-mail: michael.sage@dechert.com
                  kevin.obrien@dechert.com
                  brian.greer@dechert.com

The Ad Hoc Committee of Preferred Shareholders is represented by:

          Martin Bienenstock, Esq.
          Irena M. Goldstein, Esq.
          Timothy Q. Karcher, Esq.
          DEWEY & LEBOEUF LLP
          1301 Avenue of the Americas
          New York, NY 10019-6092
          Telephone: 212-259-8530
          E-mail: mbienenstock@dl.com
                  igoldstein@dl.com
                  tkarcher@dl.com

Midland Loan Services, Inc., is represented by:

          Lenard M. Parkins, Esq.
          HAYNES AND BOONE LLP
          1221 Avenue of the Americas, 26th Floor
          New York, NY 10020
          Telephone: 212-659-4966
                     713-542-7225 (Mobile)
          Facsimile: 212-884-8226
          E-mail: lenard.parkins@haynesboone.com

               - and -

          John D. Penn, Esq.
          201 Main Street, Suite 2200
          Fort Worth, TX 76102
          Telephone: 817-347-6610
          Facsimile: 817-348-2300
          E-mail: john.penn@haynesboone.com

               - and -

          Philip M. Bridwell, Esq.
          Mark Elmore, Esq.
          2323 Victory Avenue, Suite 700
          Dallas, TX 75219
          Telephone: 214-651-5534
          Facsimile: 214-200-0728
          E-mail: philip.bridwell@haynesboone.com
                  mark.elmore@haynesboone.com

Attorneys for Five Mile Capital Partners LLC are:

          David M. Friedman, Esq.
          Adam L. Shiff, Esq.
          Daniel A. Fliman, Esq.
          KASOWITZ, BENSON, TORRES & FRIEDMAN LLP, New York, NY,
          1633 Broadway
          New York, NY 10019
          Telephone: (212) 506-1740
          Facsimile: (212) 506-1800
          E-mail: dfriedman@kasowitz.com
                  ashiff@kasowitz.com
                  dfliman@kasowitz.com

TriMont Real Estate Advisors, Inc., is represented by:

          Todd C. Meyers, Esq.
          KILPATRICK STOCKTON LLP
          Suite 2800, 1100 Peachtree Street
          Atlanta, GA, 30309-4528
          Telephone: 404-815-6482
          Facsimile: 404-541-3307
          E-mail: TMeyers@KilpatrickStockton.com

The Official Committee of Unsecured Creditors is represented by:

          Lorenzo Marinuzzi, Esq.
          MORRISON & FOERSTER LLP
          1290 Avenue of the Americas
          New York, NY 10104-0050
          Telephone: (212) 468-8045
          Facsimile: (212) 468-7900
          E-mail: lmarinuzzi@mofo.com

Apollo Investment Corporation is represented by:

          Alan W. Kornberg, Esq.
          Andrew J. Ehrlich, Esq.
          PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
          1285 Avenue of the Americas
          New York, NY 10019-6064
          Telephone: 212-373-3209
          Facsimile: 212-373-2053
          E-mail: kornberg@paulweiss.com
                  aehrlich@paulweiss.com

Attorneys for C-III Asset Management and CWCapital Asset
Management are:

          David M. Neff, Esq.
          PERKINS COIE LLP
          131 South Dearborn Street, Suite 1700
          Chicago, IL 60603-5559
          Telephone: 312-324-8689
          Facsimile: 312-324-9689
          E-mail: DNeff@perkinscoie.com

Attorneys for Appaloosa Investment L.P. are:

          Lee S. Attanasio, Esq.
          John G. Hutchinson, Esq.
          SIDLEY AUSTIN LLP
          787 Seventh Avenue
          New York, NY 10019
          Telephone: 212-839-5342
          Facsimile: 212-839-5599
          E-mail: lattanasio@sidley.com
                  jhutchinson@sidley.com

                   About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

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

Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, DC, serve as counsel to the Debtors.  AlixPartners is
the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.  The
petition estimated assets and debts of more than $1 billion as of
the bankruptcy filing.

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

                       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: LBI Gets May 9 Extension to Reject Leases
----------------------------------------------------------
The Bankruptcy Court further extended until May 9, 2011, the time
within which the trustee for Lehman Brothers Inc. may assume,
assign or reject LBI's executory contracts and certain unexpired
leases.  The order came after the Trustee certified that no party-
in- interest objected to the extension request.

                       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: Wants Lift Stay to Allow Northgate Payments
------------------------------------------------------------
Lehman Brothers Holdings Inc. and its units ask the U.S.
Bankruptcy Court to modify the automatic stay to allow U.S.
Specialty Insurance Company, Zurich American Insurance Company,
and the Debtors' fourth and fifth level excess insurers under the
Debtors'2007-2008 directors and officers liability insurance
program to make payments in connection with a settlement agreement
between Northgate Minerals Corporation and certain of the Debtors'
current or former directors, officers, and employees.

For claims made against the Individual Defendants during the
period from May 16, 2007 to May 16, 2008, the Debtors purchased a
primary policy from XL Specialty Insurance Company plus
additional excess coverage for this period from a number of other
carriers of up to $250 million in the aggregate.  The excess
policies include policies underwritten by U.S. Specialty and
Zurich.  The terms and conditions of the excess coverage are
governed by the 2007-2008 Primary D&O Policy, but each excess
insurer's obligations are subject to certain additional terms,
such as limits of liability, and attach only after all Loss
within the respective Limits of Liability of the underlying
policies has been paid. As the fourth and fifth excess insurers
for the Policy Period, U.S. Specialty and Zurich provide coverage
of $15 million in excess of $55 million and $15 million in excess
of $70 million, respectively.

Confirming the Insurers' ability to make settlement payments on
behalf of the Individual Defendants is in the best interests of
the Debtors' estates and creditors because, among other things,
the interests of the Debtors' estates, if any, in the proceeds of
the Policies are expressly subordinate to the interest of the
Individual Defendants. Specifically, the Policies provide that
the Debtors have a right to the insurance proceeds only after the
Individual Defendants are fully reimbursed for any "Loss,"
including defense costs and settlement payments.

Thus, the Debtors assert that granting their request is unlikely
to have any adverse effect on their estates and creditors.  In
addition, pursuant to an agreement and release, Northgate has
agreed to the extinguishment of its claim filed against Lehman
Brothers Holdings Inc. in the amount of $304,677,735, and to
exchange mutual releases with LBHI with respect to all matters
relating to such claim.

                       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)


LODGENET ENTERTAINMENT: D. Shaw Discloses 5.5% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission on December 13, 2010, David E. Shaw disclosed that he
beneficially owns 1,368,760 shares of common stock of LodgeNet
Interactive Corporation representing 5.5% of the shares
outstanding.  The shares are composed of (i) 694,498 shares in the
name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 426,871 shares
in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (iii)
247,391 shares under the management of D. E. Shaw Investment
Management, L.L.C.

D.E. Shaw & Co., L.P. also owns 1,368,760 shares.

At November 2, 2010, there were 25,088,164 shares outstanding of
the Company's common stock, $0.01 par value.

                    About LodgeNet Entertainment

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

                         *     *     *

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


LPATH INC: Grants Pfizer Exclusive Option for iSONEP Development
----------------------------------------------------------------
Lpath Inc. has entered into an agreement providing Pfizer with an
exclusive option for a worldwide license to develop and
commercialize iSONEP, Lpath's lead monoclonal antibody product
candidate, which is being evaluated for the treatment of wet age-
related macular degeneration and other ophthalmology disorders.

iSONEP is scheduled to begin a Phase 1b clinical trial in wet AMD
patients with Pigment Epithelial Detachment , a complication of
wet AMD, in the first quarter of 2011 and a Phase 2a clinical
trial in wet AMD patients in the second quarter of 2011.

Generated via Lpath's proprietary ImmuneY2TM drug-discovery
platform, iSONEP is a humanized monoclonal antibody that binds
and neutralizes the bioactive lipid, sphingosine-1-phosphate.
Targeting S1P is a novel approach to address serious unmet medical
needs in wet AMD, a condition that affects millions worldwide.  In
iSONEP's completed phase I trial in wet AMD patients, several
subjects showed signs of biological activity, including lesion
regression and complete resolution of PED.

Under the terms of the agreement, Pfizer will provide Lpath with
an upfront option payment of $14 million in addition to sharing
the cost of the planned Phase 1b and Phase 2a trials.  Following
completion of the two studies, Pfizer has the right to exercise
its option for worldwide rights to iSONEP for an undisclosed
option fee and, if Pfizer exercises its option, Lpath will be
eligible to receive development, regulatory and commercial
milestone payments that could total up to $497.5 million.  In
addition, Lpath will be entitled to receive tiered double-digit
royalties based on sales of iSONEP.

As part of the agreement, Lpath has granted to Pfizer a time-
limited right of first refusal for ASONEP, Lpath's product
candidate that is being evaluated for the treatment of cancer.
Two Phase 2a trials are currently planned to further assess
ASONEP's efficacy and safety in cancer patients.

"We have been impressed by Lpath's innovative approach in
targeting bioactive lipids with iSONEP and the potential
opportunity to significantly add to the current standards of
treatment in retinal disease," said Mikael Dolsten, president of
Pfizer Worldwide Research and Development.

"This risk sharing collaboration is led by our External Research
Unit, whose mission is to develop high-impact medicines leveraging
a virtual R&D model.  We look forward to building the External
Research Unit's portfolio through additional innovative deals with
prospective future partners," added Uwe Schoenbeck, Pfizer's VP
and CSO of External R&D Innovation.

"We are thrilled to partner with Pfizer, a company that has
demonstrated a commitment to innovative solutions and partnerships
for the development of treatments across a wide spectrum of
disease," said Scott Pancoast, chief executive officer of Lpath.
"As we work with the Pfizer team to advance iSONEP through the
next stage of clinical development, we expect to further
demonstrate the important role that bioactive lipids play in
disease processes.  Lpath's unique ability to generate monoclonal
antibodies to these targets presents a wealth of potential
opportunity for new and innovative medicines over time."

                            About Lpath

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

According to the Company's 2009 annual report on Form 10-K, Moss
Adams LLP, in San Diego, Calif., expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company had incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2010
and beyond.

At September 30, 2010, Lpath had total assets of $4,915,794, total
liabilities of $5,891,142, and a stockholders' deficit of
$975,348.


LTAP US: Files for Chapter 11 Protection in Delaware
----------------------------------------------------
LTAP US, LLLP, formerly Life Trust Asset Pool US, LLLP, filed for
Chapter 11 protection in Wilmington, Delaware, on December 22,
2010 (Bankr. D. Del. Case No. 10-14125).

LTAP US, headquartered in Atlanta, Georgia, invests in, manages,
and arranges for the servicing of life insurance policies.
LTAP US is managed by its general partner, LT Partner, LLC, and
eight limited partners.

Operating since 2003, LTAP US holds 410 policies on 313 lives,
with an aggregate death benefits of approximately $1.36 billion.
Berlin Atlantic Capital US -- BACH -- and SLG Life Settlements LLC
also provide support to the operations.  SLG, a subsidiary of
BACH, which is wholly owned by Berlin Atlantic Holding, is the
servicer for the Policies.

According to a court filing, the Debtor had assets of $358,781,430
and debts of $231,007,430 as of Sept. 30, 2010.

The hearing to consider the first day motions is scheduled for
December 23 at 10:00 a.m.  The first day motions include a request
for immediate access of cash collateral to preserve the value of
the assets.

                    $223 Million of Secured Debt

The Debtor owes $222.5 million, exclusive of interest fees and
expenses, to Wells Fargo Bank, N.A., and lenders under a Loan and
Security Agreement, dated June 30, 2008.  The debt is secured by
substantially all of the Debtor's assets.   The Debtor notes that
the "portfolio value" of the Policies is $311,473,957, well in
excess of the outstanding obligations under the Wells Fargo
Agreement.

Dietmar Hofmarcher, manager of LT Partner, LLC, the general
partner of the Debtor, relates that the Debtor entered into the
Wells Fargo Agreement in 2008 to allow the Company to continue to
buy Policies, pay Premiums and ongoing expenses, and expand its
portfolio.  The Company expected that the loan would be paid off
from a securitization of the Policies as the Company expanded, and
as a consequence, the Wells Fargo Agreement was not intended to be
a long term self-liquidating facility.  In addition, the Company
has seen less frequent Policy maturities than were originally
projected and its portfolio has failed to yield forecasted
returns.

According to Mr. Hofmarcher, the Company has been working actively
to implement a strategy for maximizing value and preserving the
Company as a going concern.  Since 2009, the Company has reached
out to hundreds of investors to explore efforts to restructure or
sell its assets.  However, it became clear to the Company in 2009,
that its purpose and goals for entering into the Wells Fargo
Agreement would not be achieved because Wells Fargo Securities
LLC, the administrative agent for the secured loan, would not
accept any of the Company's proposals regarding alternatives
necessary to grow its platform for the benefit of all parties.

In addition to its marketing and refinancing efforts, the Company
has continued to explore strategic alternatives, including seeking
out new sources of debt or equity capital or the sale of
substantially all of the Company's assets.  Specifically, the
Company has canvassed the marketplace in an effort to locate
potential financial or strategic partners.  To date, the Company
has received no firm commitments regarding a financing or a sale
but has received several positive inquiries regarding potential
transactions, which the Company hopes will be brought to fruition
in the near term.  The Company is also continuing to explore a
transaction with North Channel Bank.  In addition, the Company has
received a letter of intent to buyout the Prepetition Lenders at
less than par -- a transaction that has been repeatedly rejected
by the Prepetition Lenders.

The Debtor believes that there is significant value in the
Policies and has filed for Chapter 11 to preserve such value for
its stakeholders.


LTAP US: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: LTAP US, LLLP
        fka Life Trust Asset Pool US, LLLP
        Five Concourse Parkway
        Suite 3100
        Atlanta, GA 30328

Bankruptcy Case No.: 10-14125

Chapter 11 Petition Date: December 22, 2010

Bankruptcy Court: U.S. Bankruptcy Court
                  District of Delaware (Delaware)

Bankruptcy Judge: Peter J. Walsh

Debtor's Counsel: Adam G. Landis, Esq.
                  Kerri K. Mumford, Esq.
                  Kimberly A. Brown, Esq.
                  LANDIS RATH & COBB LLP
                  919 Market Street
                  Suite 1800
                  Wilmington, DE 19801
                  Tel.: (302) 467-4400
                  Fax : (302) 467-4450
                  Email: landis@lrclaw.com
                         mumford@lrclaw.com
                         brown@lrclaw.com

Total Assets: $358,781,430 as of Sept. 30, 2010

Total Debts: $231,007,430 as of Sept. 30, 2010

The petition was signed by Dietmar Hofmarcher, manager of LT
Partner, LLC, the General Partner of LTAP US, LLP.

Debtor's List of Seven Largest Unsecured Creditors:

  Entity/Person                   Nature of Claim     Claim Amount
  -------------                   ---------------     ------------
Locke Lord Bissel & Liddell                            $376,057
LLP
The Proscenium, Ste 190
1170 Peachtree Street NE
Atlanta, GA 30309

Clifford Chance, LLP                                    $47,181
31 West 52nd Street
New York, NY 10019-6131

Life Trust Vierzehn GmbH &                              $12,000
Co. KG
Gormannstrasse 22
10119 Berlin, Germany

AVS Underwriting, LLC                                    $1,500

Ober Kaler                                               $1,436

21 Services, LLC                                         $1,406

ISC                                                        $150


MAGNA ENTERTAINMENT: MID Files Business Acquisition Report
----------------------------------------------------------
MI Developments Inc. has filed a business acquisition report in
respect of the previously announced transfer of certain assets of
Magna Entertainment Corp. to MID effective April 30, 2010 pursuant
to MEC's plan of reorganization under Chapter 11 of Title 11 of
the U.S. Bankruptcy Code.  The BAR will be available at
http://www.sedar.com/

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, served as the Debtors' bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., served as the
Debtors' local counsel.  Miller Buckfire & Co. LLC acted as the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC served as the claims and noticing agent for the
Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.

On April 29, 2010, the Bankruptcy Court confirmed the Second
Modified Third Amended Joint Plan of Magna Entertainment Corp.,
its affiliated Debtors, the official committee of unsecured
creditors, MI Developments Inc., and MI Developments US Financing.
The Debtors emerged from Bankruptcy on April 30, 2010.


MALLORY-KOTZEN TIRE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Mallory-Kotzen Tire Co., Inc.
        dba MK Discount Tire
        20 East Main Street
        New Rochelle, NY 10801

Bankruptcy Case No.: 10-24658

Chapter 11 Petition Date: December 20, 2010

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

Judge: Robert D. Drain

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

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-24658.pdf

The petition was signed by Myron Melnikoff, president.


MCCLATCHY CO: Lenders Cut Early Restrictions on Bond Retirement
---------------------------------------------------------------
The McClatchy Company said that lenders have agreed to amend its
credit agreement to eliminate restrictions on the early retirement
of the Company's existing public bonds.

As previously announced, McClatchy will repay its remaining
$41.0 million of bank term loans by the end of 2010.  As part of
the amendment, the company has agreed to reduce its revolving
credit commitments from $236.4 million to $150.8 million.  The new
revolving credit commitments will decline further to $125 million
on June 27, 2011, and mature on July 1, 2013.  McClatchy expects
to have approximately $96.5 million in revolver availability upon
effectiveness of the amendment after taking into account letters
of credit issued under the revolving credit.  Among other things,
the amendment also modifies certain restrictions on investments
and dividends.

A full-text copy of the credit agreement is available for free
at http://ResearchArchives.com/t/s?714f

                   About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

                          *     *     *

The Troubled Company Reporter said on Feb. 15, 2010, Moody's
Investors Service upgraded The McClatchy Company's Corporate
Family Rating to Caa1 from Caa2, 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.  The upgrades reflect McClatchy's improved
liquidity position and reduced near-term default risk following
completion of the company's refinancing, and its ability to
stabilize EBITDA performance through significant cost reductions.
The rating outlook is stable.

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


MERUELO MADDUX: Equity Holders Want Charleston Plan to Go Forward
-----------------------------------------------------------------
The Official Committee of Equity Holders asks the U.S. Bankruptcy
Court for the Central District of California to proceed with the
confirmation process of the Chapter 11 Plan for Meruelo Maddux
Properties Inc., et al., proposed by Charlestown Capital Advisors,
LLC and Hartland Asset Management Corporation.

As reported in the Troubled Company Reporter on December 16, 2010,
the Debtor asked a bankruptcy judge to toss out a rival
restructuring plan, alleging that the shareholders backing the
alternative proposal do not have the cash necessary to close the
deal.

The equity holders explain that the Debtors and other parties can
challenge the assertions made by Charlestown, only through the
confirmation process. The equity holders add that if a plan truly
has no opportunity to be confirmed, then the Court can exercise
its discretion to stop that plan from moving forward so that the
parties can focus their attention on the plans that do meet that
test.

The equity holders believe that Charlestown can surmount the last
hurdle by either reaching agreement with another secured creditor
in that class or by unimpairing the United Commercial Bank (now
East West Bank) claim.  The equity holders note that Charlestown
reached an agreement in principle with California Bank & Trust,
giving effect to the projected change in that secured creditor's
vote, Charlestown will receive more than one half in number of
creditors in class 1C-2A (Holders of Non-Settling Guaranty
Claims) and will be short of the two-thirds in amount requirement
by just 0.02%.

The competing plans for Meruelo Maddux are:

  (1) The Company.

       -- The plan provides for the payment in full of all claims
          over time with interest.  The secured claims will be
          paid interest only over the term of the Plan and the
          principal balance will be paid either through the sale
          of the property securing the claim or the refinance of
          the secured debt.  PI shareholders will retain their
          shares in MMPI.  General unsecured creditors will be
          paid within 30 days after the effective date with
          interest from the Petition Date at 5% per annum.
          Holders of unsecured claims will be paid in the full
          amount of their claims over 5 years from the effective
          date.

  (2) Lenders Legendary Investors Group No. 1 LLC and East West
      Bank.

       -- The plan's foundation is an $80 million
          recapitalization via a $5 million cash infusion by
          Legendary, conversion of about $65 million of debt to
          equity and a $10 million rights offering to holders of
          Meruelo Maddux existing common stock.  East West will
          receive 70% to 80% of the stock of the reorganized
          company.  Holders of unsecured claims will receive a
          cash payment equal to 100% of the amount of their
          allowed claims on the effective date, plus simple
          interest at 5% per annum for the period from the
          petition date through the date each allowed claim is
          paid.  Interest will be at the Federal Judgment Rate if
          the creditors vote to reject the plan.  Holders of the
          existing stock will receive 20% of the stock in the
          reorganized company.

  (3) Existing shareholders Charlestown Capital Advisors LLC and
      Hartland Asset Management Corp.

       -- Under the plan, MMPI will receive a $31 million cash
          investment from Charleston and Hartland-led investors
          and from a rights offering made available to existing
          MMPI shareholders.  Non-insider general unsecured
          creditors will be paid in full with interest as soon as
          the plan becomes effective.  Holders of secured claims
          will receive monthly interest payments at 5.25% for four
          years with full payment on the principal balance four
          years after the effective date.  Reorganized MMPI will
          issue to existing holders of MMPI interests, if they
          elect to receive stock instead of cash, will receive
          up to 26% of the total stock of the reorganized company.
          Stockholders can also purchase up to 19% of the stock in
          an $8 million rights offering.

Judge Kathleen Thompson of the U.S. Bankruptcy Court for the
Central District of California in October approved competing
reorganization plans from Meruelo equity holders Charlestown
Capital Advisors LLC and Hartland.

Judge Thompson approved the disclosure statement explaining the
Chapter 11 plan proposed by management in early August.

The Creditors Committee is recommending that creditors turn down
the management plan.  The Committee supports the lenders' plan.
The Committee noted that the lenders' plan will pay creditors in
full with interest shortly after plan confirmation while the
company plan would pay creditors in full over five years.

The Company has said that East West is taking a predatory action
by converting real estate debt into a controlling interest in a
company.  East West also appears to be proposing it use TARP money
obtained by the federal government as a part of its effort to
complete its hostile takeover of Meruelo Maddux.

                       About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C.D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring effort.  The Debtors' financial
condition as of December 31, 2008, showed $681,769,000 in assets
and $342,022,000 of debts.


MESA AIR: Citicorp Assigns Claims to Refine Inc.
------------------------------------------------
The Bankruptcy Clerk recorded these claims against Mesa Air Group
Inc. changing hands on December 10, 2010:

                                         Claim       Amount
Transferor           Transferee          Number    Transferred
----------           ----------          ------    -----------
Citicorp North       Refine, Inc.,         1033     $5,000,000
America, Inc.        as trustee            1034      5,000,000
                                           1035      5,000,000
                                           1037      5,000,000

In separate evidences of transfer, the Bankruptcy Clerk noted
that Wilmington Trust Company, as mortgagee under a certain
security agreement and upon direction of CIT Capital USA Inc. and
Export Development Canada, transferred and assigned:

    * Claim No. 955 for an unknown amount, and amended Claim No.
      1393 for $6,500,000 plus additional amounts that are
      contingent or hypothetical as of the date of the claim, to
      (i) to the extent of 60% of the Claims, to Wells Fargo
      Delaware Trust Company, National Association, and (ii) to
      the extent of 40% of the Claims, to CIT Capital USA Inc.

    * Claim No. 951 for an unknown amount and amended Claim No.
      1401 for $6,500,000 plus additional amounts that are
      contingent or hypothetical as of the date of the claim, to
      (i) to the extent of 60% of the Claims, to Wells Fargo
      Delaware Trust Company, National Association, and (ii) to
      the extent of 40% of the Claims, to CIT Capital USA Inc.

                     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).


MGM RESORTS: Board Approves Amended Company Bylaws
--------------------------------------------------
On December 14, 2010, the Board of Directors of MGM Resorts
International approved and adopted amendments to the Company's
Bylaws, effective as of that date, adding new Sections 12 and 13
under Article I, and revising Section 12 of Article II and Section
2 of Article IX.

New Sections 12 and 13 under Article I implement advance notice
provisions for director nominations and other proposals and ensure
that compliance with the notice procedures set forth in the Bylaws
is the exclusive means for stockholders to make nominations or to
submit other business at a stockholders meeting, other than
proposals governed by Rule 14a-8 under the Securities Exchange Act
of 1934, and as discussed below under Rule 14a-11.  In the case of
a proposed nomination as to which access is requested to the
Company's proxy materials under Rule 14a-11 under the Securities
Exchange Act, compliance with such procedures shall not be
required to the extent it is not feasible to comply with both such
procedures and the requirements of Rule 14a-11 or if the
effectiveness of such procedures to such prospective nomination is
superseded as a matter of law.  Among other things, the amendments
require stockholders who make proposals or give advance notice of
a director nomination to disclose all ownership interests in or
relating to the Company's securities and all rights to vote with
respect to any security of the Company, and to provide reasonably
detailed descriptions of all agreements, arrangements and
understandings between proposing stockholders and other
stockholders of the Company in connection with the proposed
business or nomination.

Revisions to Section 12 under Article II of the Bylaws amend the
Company's indemnification obligations to require indemnification
and advancement of expenses for any director or officer who is a
party in a proceeding by reason of the fact that such person is or
was a director or officer of the Company, or, while a director or
officer of the Company, serves or served at the request of the
Company as a director, officer, manager, member, partner, trustee,
employee or agent of another entity. Among other things, the Bylaw
amendments provide that if a claim for indemnification or
advancement of expenses is not paid in full within 30 days after a
written claim has been received by the Company, the director or
officer may file suit to recover the unpaid amount of the claim,
and, if successful, shall be entitled to be paid the expense of
prosecuting the claim.

A full-text copy of the Amended Bylaws is available for free
at http://ResearchArchives.com/t/s?7150

                         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.


MICHAEL PEEL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Michael J. Peel
        9176 Quartz Lane
        Naples, FL 34120

Bankruptcy Case No.: 10-30189

Chapter 11 Petition Date: December 20, 2010

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

Judge: David H. Adams

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

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

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

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

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Stephen L. Peel                       10-30190            12/20/10


MICHAEL SCOTT CHANDLER: Estrange Wife Can Pursue Divorce Suit
-------------------------------------------------------------
Judge Magdeline D. Coleman granted the request of Michael Scott
Chandler's estranged wife, Dolores Chandler, for relief from the
automatic stay to pursue all rights and claims that she may have
in equitable distribution and support in a divorce proceeding now
pending in the Chester County Court of Common Pleas captioned
Dolores R. Chandler v. Michael S. Chandler, Civil Action No.
04-06895.  However, the Court denied her requests with regard to
the sale of the real property and to the state court contempt
proceeding against the Debtor.  Mrs. Chandler contends that she is
entitled to relief from the stay because the Debtor's bankruptcy
filing was made in "bad faith," and the Debtor consented to and is
subject to a Court Order in the Divorce Proceeding providing for
the sale of the property at issue.

Michael Scott Chandler commenced a Chapter 7 bankruptcy case
(Bankr. E.D. Pa. Case No. 10-16089) on July 23, 2010.  Michael H.
Kaliner was appointed Chapter 7 trustee.  On August 23, 2010, the
Debtor converted his bankruptcy case to Chapter 11.

A copy of Judge Coleman's December 17, 2010 Memorandum Opinion is
available at http://is.gd/jcNG9from Leagle.com.


MIDWEST PROPERTIES: Court Dismisses Chapter 11 Case
---------------------------------------------------
Judge Kevin J. Carey granted the United States Trustee's request
to dismiss the bankruptcy cases of Midwest Properties of Shawano,
LLC, and Midwest Oil of Minnesota, LLC.  The U.S. Trustee sought
an order converting or dismissing the Chapter 11 cases or
appointing a chapter 11 trustee for each of the Debtors.  The U.S.
Trustee alleges that cause exists to convert or dismiss the cases
pursuant to 11 U.S.C. Sec. 1112(b) because there is (i) continuing
loss to the estates and an absence of a reasonable likelihood of
rehabilitation, and (ii) gross mismanagement of the estates.  The
U.S. Trustee also asserts an additional ground for conversion or
dismissal of the Midwest Oil case under Sec. 1112(b)(4)(C), due to
Midwest Oil's failure to maintain appropriate insurance on one of
its properties.  Fox Communities Credit Union filed a joinder to
the U.S. Trustee's Motion in the Midwest Properties case.

"The record before me shows that Midwest Properties and Midwest
Oil are currently operating at a loss.  Neither debtor has
provided any evidence to demonstrate an ability to change the
continuing losses to the estate nor have they demonstrated a
reasonable likelihood of rehabilitation in a reasonable time.
These chapter 11 filings constitute a desperate attempt by the
debtors to escape perceived, but unproven, bias in their
'hometowns' and to save their properties from receivership and
foreclosure, but without the demonstrable ability to reorganize,"
Judge Carey said.

A copy of Judge Carey's December 20, 2010 Memorandum is available
at http://is.gd/jcoZEfrom Leagle.com.

                About Midwest Properties of Shawano

Midwest Properties of Shawano, LLC, is a holding company, created
in 2004, and its assets consist mainly of more than 20 parcels of
real property located in Shawano, Wisconsin.  Seven of the
properties are rented, two are in receivership, and the remaining
properties are vacant.  Midwest Properties has no paid employees.
Naomi Isaacson, the managing member of Midwest Properties,
performs management tasks for the Debtor, its parent company --
the R.C. Samanta Roy Institute of Science and Technology, Inc. --
and other affiliated companies.

Midwest Properties filed a voluntary Chapter 11 bankruptcy
petition in Milwaukee, Wisconsin, on July 13, 2010 (Bankr. E.D.
Wis. Case No. 10-31515).  The case was transferred to Wilmington,
Delaware, on August 6, 2010 (Bankr. D. Del. Case No. 10-12481).
The U.S. Trustee has failed to form an official committee of
unsecured creditors due to insufficient interest.  Bruce E. Scott,
Esq. -- bscott@bevcomm.net -- in New Prague, Minn., assists the
Debtor in its restructuring effort.  The Debtor estimated its
assets at $1 million to $10 million and its debts at $1 million to
$10 million.

The 2010 bankruptcy filing by Midwest Properties stayed a sheriffs
sale of a property against which Fox Communities Credit Union
holds a lien.

                         About Midwest Oil

Midwest Oil of Minnesota, LLC, is a holding company that was
created in 2003.  Its assets consist of four parcels of real
property located in Minnesota.  Three of the properties are
commercial and one is a four-unit apartment house.  Midwest Oil
has no paid employees.  Naomi Isaacson performs certain
administrative tasks for Midwest Oil, and other people volunteer
to perform other tasks.

In July 2010, Midwest Oil filed a chapter 11 bankruptcy petition
in the Bankruptcy Court for the District of Minnesota.  The filing
stayed a sheriffs sale of a property against which Vermillion
State Bank holds a lien.  At the behest of the U.S. Trustee for
Region 12, on August 18, 2010, the Minnesota Bankruptcy Court
dismissed Midwest Oil's bankruptcy case pursuant to Bankruptcy
Code Sec. 1112(b)(1).

Midwest Oil filed a voluntary Chapter 11 bankruptcy petition
(Bankr. D. Del. 10-12771) on September 1, 2010.  The U.S. Trustee
has failed to form an official committee of unsecured creditors
due to insufficient interest.  Bruce E. Scott, Esq. --
bscott@bevcomm.net -- in New Prague, Minn., assists the Debtor in
its restructuring effort.  The Debtor estimated its assets at $1
million to $10 million and its debts at $1 million to $10 million.

                    Previous Bankruptcy Filings

Midwest Properties, Midwest Oil, SIST, and other affiliated
companies filed voluntary Chapter 11 bankruptcy petitions (Bankr.
D. Del. Lead Case No. 09-10876) on March 16, 2009.  The Court on
September 22, 2009, entered an Order dismissing the 2009 Case.
The 2009 Debtors appealed to the District Court for the District
of Delaware and obtained a stay of the Dismissal Order while the
appeal was pending.  On May 25, 2010, the District Court affirmed
the Dismissal Order.  The 2009 Debtors appealed to the Court of
Appeals for the Third Circuit.  The 2009 Debtors' motion for a
stay pending the appeal to the Third Circuit was denied by order
dated June 7, 2010, of the Delaware District Court, and by order
dated July 1, 2010, of the Third Circuit.  Midwest Properties and
Midwest Oil moved for voluntary dismissal from the appeal.  By
order dated August 3, 2010, the Third Circuit entered an order
granting Midwest Properties' and Midwest Oil's requests for
voluntary dismissal from the appeal, and providing that the appeal
would continue as to the remaining 2009 Debtors.


MIDWEST OIL: Court Dismisses Chapter 11 Case
--------------------------------------------
Judge Kevin J. Carey granted the United States Trustee's request
to dismiss the bankruptcy cases of Midwest Properties of Shawano,
LLC, and Midwest Oil of Minnesota, LLC.  The U.S. Trustee sought
an order converting or dismissing the Chapter 11 cases or
appointing a chapter 11 trustee for each of the Debtors.  The U.S.
Trustee alleges that cause exists to convert or dismiss the cases
pursuant to 11 U.S.C. Sec. 1112(b) because there is (i) continuing
loss to the estates and an absence of a reasonable likelihood of
rehabilitation, and (ii) gross mismanagement of the estates.  The
U.S. Trustee also asserts an additional ground for conversion or
dismissal of the Midwest Oil case under Sec. 1112(b)(4)(C), due to
Midwest Oil's failure to maintain appropriate insurance on one of
its properties.  Fox Communities Credit Union filed a joinder to
the U.S. Trustee's Motion in the Midwest Properties case.

"The record before me shows that Midwest Properties and Midwest
Oil are currently operating at a loss.  Neither debtor has
provided any evidence to demonstrate an ability to change the
continuing losses to the estate nor have they demonstrated a
reasonable likelihood of rehabilitation in a reasonable time.
These chapter 11 filings constitute a desperate attempt by the
debtors to escape perceived, but unproven, bias in their
'hometowns' and to save their properties from receivership and
foreclosure, but without the demonstrable ability to reorganize,"
Judge Carey said.

A copy of Judge Carey's December 20, 2010 Memorandum is available
at http://is.gd/jcoZEfrom Leagle.com.

                About Midwest Properties of Shawano

Midwest Properties of Shawano, LLC, is a holding company, created
in 2004, and its assets consist mainly of more than 20 parcels of
real property located in Shawano, Wisconsin.  Seven of the
properties are rented, two are in receivership, and the remaining
properties are vacant.  Midwest Properties has no paid employees.
Naomi Isaacson, the managing member of Midwest Properties,
performs management tasks for the Debtor, its parent company --
the R.C. Samanta Roy Institute of Science and Technology, Inc. --
and other affiliated companies.

Midwest Properties filed a voluntary Chapter 11 bankruptcy
petition in Milwaukee, Wisconsin, on July 13, 2010 (Bankr. E.D.
Wis. Case No. 10-31515).  The case was transferred to Wilmington,
Delaware, on August 6, 2010 (Bankr. D. Del. Case No. 10-12481).
The U.S. Trustee has failed to form an official committee of
unsecured creditors due to insufficient interest.  Bruce E. Scott,
Esq. -- bscott@bevcomm.net -- in New Prague, Minn., assists the
Debtor in its restructuring effort.  The Debtor estimated its
assets at $1 million to $10 million and its debts at $1 million to
$10 million.

The 2010 bankruptcy filing by Midwest Properties stayed a sheriffs
sale of a property against which Fox Communities Credit Union
holds a lien.

                         About Midwest Oil

Midwest Oil of Minnesota, LLC, is a holding company that was
created in 2003.  Its assets consist of four parcels of real
property located in Minnesota.  Three of the properties are
commercial and one is a four-unit apartment house.  Midwest Oil
has no paid employees.  Naomi Isaacson performs certain
administrative tasks for Midwest Oil, and other people volunteer
to perform other tasks.

In July 2010, Midwest Oil filed a chapter 11 bankruptcy petition
in the Bankruptcy Court for the District of Minnesota.  The filing
stayed a sheriffs sale of a property against which Vermillion
State Bank holds a lien.  At the behest of the U.S. Trustee for
Region 12, on August 18, 2010, the Minnesota Bankruptcy Court
dismissed Midwest Oil's bankruptcy case pursuant to Bankruptcy
Code Sec. 1112(b)(1).

Midwest Oil filed a voluntary Chapter 11 bankruptcy petition
(Bankr. D. Del. 10-12771) on September 1, 2010.  The U.S. Trustee
has failed to form an official committee of unsecured creditors
due to insufficient interest.  Bruce E. Scott, Esq. --
bscott@bevcomm.net -- in New Prague, Minn., assists the Debtor in
its restructuring effort.  The Debtor estimated its assets at $1
million to $10 million and its debts at $1 million to $10 million.

                    Previous Bankruptcy Filings

Midwest Properties, Midwest Oil, SIST, and other affiliated
companies filed voluntary Chapter 11 bankruptcy petitions (Bankr.
D. Del. Lead Case No. 09-10876) on March 16, 2009.  The Court on
September 22, 2009, entered an Order dismissing the 2009 Case.
The 2009 Debtors appealed to the District Court for the District
of Delaware and obtained a stay of the Dismissal Order while the
appeal was pending.  On May 25, 2010, the District Court affirmed
the Dismissal Order.  The 2009 Debtors appealed to the Court of
Appeals for the Third Circuit.  The 2009 Debtors' motion for a
stay pending the appeal to the Third Circuit was denied by order
dated June 7, 2010, of the Delaware District Court, and by order
dated July 1, 2010, of the Third Circuit.  Midwest Properties and
Midwest Oil moved for voluntary dismissal from the appeal.  By
order dated August 3, 2010, the Third Circuit entered an order
granting Midwest Properties' and Midwest Oil's requests for
voluntary dismissal from the appeal, and providing that the appeal
would continue as to the remaining 2009 Debtors.


MIG INC: To Settle Tax Fight, Gets Two Executives Out Of Jail
-------------------------------------------------------------
Dow Jones' Small Cap reports that MIG Inc. has asked a U.S.
bankruptcy judge for permission to pay as much as $1 million to
settle tax troubles in the Eurasian country, and bail out two
imprisoned executives.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP, assists the Company in its restructuring efforts.  Debevoise
& Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company estimated US$100 million to
US$500 million in assets and US$100 million to US$500 million in
debts.  In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.


MOLECULAR INSIGHT: Looks to Secure $45 Million Equity Infusion
--------------------------------------------------------------
Dow Jones' Small Cap reports that Molecular Insight
Pharmaceuticals Inc. is seeking court permission to enter into a
deal that would pave the way for a $45 million equity capital
infusion while also opening up the Company to competing financial
proposals.

According to the report, the biopharmaceutical company filed a
motion with the U.S. Bankruptcy Court in Manhattan seeking
approval to kick off its pursuit of funding for a reorganization
plan.  The report relates that under Molecular Insight's proposal,
Savitr Capital LLC - an existing shareholder of the company -
would essentially serve as the stalking horse in a process that
would allow bondholders and other stakeholders to put forth
competing financial proposals or attempt to negotiate more
favorable treatment from Savitr under a possible consensual plan.

Molecular Insight spent much of 2010 attempting to engineer a
restructuring that earned the approval of its senior secured
bondholders, the company said in court papers, the report notes.

                    About Molecular Insight

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

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


NATIONAL COAL: Delisted From NASDAQ Stock Market
------------------------------------------------
On December 15, 2010, National Coal Corp. filed a notice on Form
25 with the Securities and Exchange Commission regarding the
removal of its common stock from NASDAQ Stock Market LLC.

                        About National Coal

Headquartered in Knoxville, Tenn., National Coal Corp. (Nasdaq:
NCOCD) http://www.nationalcoal.com/-- through its wholly owned
subsidiary, National Coal Corporation, is engaged in coal mining
in East Tennessee.   Currently, National Coal employs about 155
people.  National Coal sells steam coal to electric utilities and
industrial companies in the Southeastern United States.

The Company's balance sheet as of June 30, 2010, showed
$38.2 million in total assets, $55.2 million in total liabilities,
and a stockholders' deficit of $17.0 million.

In its Form 10-Q for the quarter ended June 30, 2010, the Company
said it expects to use $500,000 to $600,000 of cash from
operations per month during the remainder of 2010.  The Company
must raise additional equity or refinance its senior secured debt
before the December 15, 2010 maturity date.  "The foregoing
factors raise substantial doubt about the Company's
ability to continue as a going concern."


NCI BUILDING: S&P Downgrades Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit and senior secured debt ratings on NCI Building
Systems Inc. to 'B' from 'B+'.  The recovery rating on the senior
secured bank credit facilities remains '3', indicating its
expectation that lenders can expect meaningful (50% to 70%)
recovery in the event of a payment default.  All ratings on NCI
remain on CreditWatch with negative implications, where they were
placed on Oct. 26, 2010, meaning the rating could be lowered
further or affirmed following the completion of S&P's review.

"The downgrade and continued CreditWatch listing reflects S&P's
view that demand for metal buildings will continue to be weak
through 2011 as a result of still-declining nonresidential
construction activity," said Standard & Poor's credit analyst
Thomas Nadramia.  S&P expects that weak levels of demand will
result in intense price competition among producers, which will
likely result in challenged operating performance over the next
several quarters for NCI.  Standard & Poor's expects commercial
construction to decline by about 15% in 2010 and another 7% in
2011 before stabilizing toward the end of next year.

As a result, S&P believes NCI's operating earnings and EBITDA may
be weaker than S&P's previous expectations, resulting in credit
measures that may no longer be in-line with the new rating.  NCI
maintains what S&P considers to be strong liquidity at this time
under its criteria, with more than $77 million of cash on hand and
about $80 million of availability (as of Oct. 31, 2010) under its
$125 million asset-based revolving credit facility due April 2014.
Also, the company is not subject to financial ratio covenants
under its bank credit facilities until the first quarter of fiscal
year 2012.

In resolving the CreditWatch listing, Standard & Poor's expects to
meet with NCI's management to discuss its near-term operating and
financial strategies given the current challenging market
environment.  If a downgrade were the outcome of its analysis, S&P
thinks it would likely be limited to one notch given its view of
the company's strong liquidity position.


NET TALK.COM: Sept. 30 Balance Sheet Upside-Down by $7.09 Million
-----------------------------------------------------------------
Net Talk.com, Inc., filed its annual report on Form 10-K,
reporting a net loss of $6.31 million on $737,498 of revenues for
the fiscal year ended September 30, 2010, compared with a net loss
of $2.74 million on $115,571 of revenues for the fiscal year ended
September 30, 2009.

The Company's balance sheet at September 30, 2010, showed
$4.81 million in total assets, $11.68 million in total
liabilities, $224,968 in redeemable preferred stock, and a
stockholders' deficit of $7.09 million.

The Company has prepared its financial statements as a going
concern.  The Company has an accumulated deficit of $12.42 million
as of September 30, 2010.

"Revenues and profits, if any, will depend upon various factors,
including whether we will be able to continue expansion of our
revenue," the Company said in the filing.

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

               http://researcharchives.com/t/s?714a

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
who provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol ("VoIP") technology, session initiation
protocol ("SIP") technology, wireless fidelity technology,
wireless maximum technology, marine satellite services technology
and other similar type technologies.


NH SIMPSON: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: NH Simpson Partnership
        6360 Van Nuys Boulevard, Suite 200
        Van Nuys, CA 91401
        Tel: (818) 989-5935

Bankruptcy Case No.: 10-25909

Chapter 11 Petition Date: December 20, 2010

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Debtor's Counsel: William H. Brownstein, Esq.
                  1250 Sixth Street, Suite 205
                  Santa Monica, CA 90401
                  Tel: (310) 458-0048
                  Fax: (310) 576-3581
                  E-mail: Brownsteinlaw.bill@gmail.com

Scheduled Assets: $800,000

Scheduled Debts: $1,925,150

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-25909.pdf

The petition was signed by Charles Miseroy, general partner.


NOVASTAR FINANCIAL: Neuberger Berman Group Has 10.2% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on December 10, 2010, Neuberger Berman Group LLC
disclosed that it beneficially owns 2,219,059 shares of Blueknight
Energy Partners, L.P., representing 10.213% of the shares
outstanding.  Neuberger Berman LLC owns 2,195,284 shares of common
stock representing 10.10% equity stake.

As of November 5, 2010, there were 21,538,462 preferred units,
21,727,724 common units and 12,570,504 subordinated units
outstanding.

Neuberger Berman Group LLC, through its direct and indirect
subsidiary Neuberger Berman Holdings LLC, controls Neuberger
Berman LLC and certain affiliated persons.  By reason of the
provisions of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended, each of Neuberger Berman Group LLC, Neuberger Berman
LLC and Neuberger Berman Management LLC may be deemed to
beneficially own the number of shares indicated above.  Each of
Neuberger Berman Group LLC, Neuberger Berman LLC, Neuberger Berman
Management LLC and certain affiliated persons disclaim beneficial
ownership of any of the securities covered by this statement.

                      About Blueknight Energy

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

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

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

                          *     *     *

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


NOVELOS THERAPEUTICS: Xmark Opportunity Has 7.6% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission on December 10, 2010, Xmark Opportunity Partners, LLC
disclosed that it beneficially owns 34,311,724 shares of Novelos
Therapeutics, Inc. common stock representing 7.6% of the shares
outstanding.

Xmark Opportunity Partners, LLC is the sole member of the
investment manager of Xmark Opportunity Fund, L.P., a Delaware
limited partnership, and Xmark Opportunity Fund, Ltd., a Cayman
Islands exempted company, and, as such, possesses the sole power
to vote and the sole power to direct the disposition of all
securities of Novelos Therapeutics, Inc., held by Opportunity LP
and Opportunity Ltd.  Opportunity Partners is also the investment
manager of Xmark JV Investment Partners, LLC, a Delaware limited
liability company, and, as such, possesses the sole power to vote
and the sole power to direct the disposition of all securities of
the Company held by JV Partners.  David C. Cavalier and Mitchell
D. Kaye, the Co-Managing Members of Xmark Capital Partners, LLC,
the Managing Member of Opportunity Partners, share voting and
dispositive power with respect to all securities beneficially
owned by Opportunity Partners.

As of November 30, 2010, (i) Opportunity LP held 8,057,191 common
shares, $0.00001 par value per share, of the Company, (ii)
Opportunity Ltd. held 15,664,806 Common Shares of the Company and
(iii) JV Partners held 10,589,727 Common Shares of the Company.

In addition, Opportunity LP, Opportunity Ltd. and JV Partners held
warrants to respectively purchase up to 380,794, 739,008 and
507,992 Common Shares of the Company.  The Xmark Warrants each
contain an issuance limitation prohibiting Opportunity Partners
from exercising the Xmark Warrants to the extent that such
exercise would result in beneficial ownership by Opportunity
Partners of more than 4.99% of the Company's Common Shares then
issued and outstanding.  The 4.99% Issuance Limitation may be
waived by Opportunity Partners upon 61 days' prior notice to the
Company.

Based on information received from the Company as of November 30,
2010, there were 452,866,983 Common Shares of the Company issued
and outstanding.  Opportunity Partners' interest in the securities
reported is limited to the extent of its pecuniary interest in
Opportunity LP, Opportunity Ltd. and JV Partners, if any.

                     About Novelos Therapeutics

Newton, Mass.-based Novelos Therapeutics, Inc. (OTC BB: NVLT)
-- http://www.novelos.com/-- is a biopharmaceutical company
developing oxidized glutathione-based compounds for the treatment
of cancer and hepatitis.

The Company's balance sheet at Sept. 30, 2010, showed
$3.49 million in total assets, $6.36 million in total current
liabilities, $375,000 in commitments and contingencies,
$13.77 million in redeemable preferred stock, and a stockholders'
deficit of $17.01 million.  Stockholders' deficit was
$16.1 million at June 30, 2010.

As reported in the Troubled Company Reporter on April 8, 2010,
Stowe & Degon LLC, in Westborough, Mass., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of the
Company's continuing losses and stockholders' deficiency at
December 31, 2009.


NXT NUTRITIONALS: Withdraws S-1 Registration Statement
------------------------------------------------------
Pursuant to Rule 477 under the Securities Act of 1933 NXT
Nutritionals Holdings, Inc. requests the withdrawal of the
Company's Registration Statement on Form S-1 originally filed on
April 21,  2010.  The Company has elected to withdraw the S-1
Registration Statement after discussions with the Securities &
Exchange Commission.  No sales of the Company's common stock have
been or will be made pursuant to the S-1 Registration Statement.
The Company may in the future rely on Rule 155(c) for subsequent
private offerings of its securities and utilize the "Safe Harbor"
from integration provided by Rule 155.

The Company requests that in accordance with Rule 457 (p) under
the Securities Act, all fees paid to the Commission in connection
with the filing of the above-captioned registration statement be
credited for future use.

Accordingly, the Company requests that the Commission grant an
order for the withdrawal of the Registration Statement and declare
the withdrawal effective as soon as possible.

                      About NXT Nutritionals

Holyoke, Mass.-based NXT Nutritionals Holdings, Inc. (OTC: NXTH) -
- http://www.nxtnutritionals.com/-- through its  wholly owned
subsidiary NXT Nutritionals, Inc., is engaged in developing and
marketing of a proprietary, patent-pending, all-natural sweetener
sold under the brand name SUSTA(TM) and other food and beverage
products.  SUSTA(TM) is being sold as a stand-alone product and it
is the common ingredient for all of the Company's products.

The Company's balance sheet at Sept. 30, 2010, showed
$3.13 million in total assets, $12.40 million in total
liabilities, and a stockholders' deficit of $9.26 million.

Berman & Company, P.A., in Boca Raton, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has a net loss of $24.0 million and net cash used in
operations of $2.1 million for 2009; and has a working capital
deficit of $1.5 million, and a stockholders' deficit of
$3.3 million at December 31, 2009.


OAKS CONSTRUCTION: Debts of Project Prompts Bankruptcy Filing
-------------------------------------------------------------
Amanda Jones Hoyle at Triangle Business Journal reports that
Cary, North Carolina-based Oaks Construction Co. filed for Chapter
11 to help sort out the Company's mounting debts on a project
across the state.  The Company listed more than 150 creditors that
the company has been unable to fully reimburse over the past
couple of years.

Oaks Construction Company Inc. filed for Chapter 11 Bankruptcy
Protection on Dec. 7, 2010 (Bankr. E.D. N.C. Case No. 10-10055).
Richard D. Sparkman, Esq., at Richard D. Sparkman & Assoc., P.A.,
represents the Debtor.  The Debtor estimated assets of less than
$50,000, and debts of between $1 million and $10 million.


OMNIA ALEXIS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Omnia Alexis, LLC
        633 Coleridge Avenue
        Palo Alto, CA 94301

Bankruptcy Case No.: 10-62953

Chapter 11 Petition Date: December 20, 2010

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

Judge: Charles Novack

Debtor's Counsel: Charles B. Greene, Esq.
                  LAW OFFICES OF CHARLES B. GREENE
                  84 W. Santa Clara Street, #770
                  San Jose, CA 95113
                  Tel: (408) 279-3518
                  E-mail: cbgattyecf@aol.com

Scheduled Assets: $7,500,000

Scheduled Debts: $6,035,500

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

The petition was signed by Manar Zarroug, managing member.


OPTI CANADA: FMR LLC Discloses 2.5% Equity Stake
------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on December 10, 2010, FMR LLC disclosed that it
beneficially owns 7,091,600 shares of Opti Canada Inc. common
stock representing 2.517% of the shares outstanding.  Edward C.
Johnson 3d also owns 7,091,600 shares.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 7,091,600
shares owned by the Funds.

Members of the family of Edward C. Johnson 3d, Chairman of FMR
LLC, are the predominant owners, directly or through trusts, of
Series B voting common shares of FMR LLC, representing 49% of the
voting power of FMR LLC.  The Johnson family group and all other
Series B shareholders have entered into a shareholders' voting
agreement under which all Series B voting common shares will be
voted in accordance with the majority vote of Series B voting
common shares.  Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with
respect to FMR LLC.

Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has
the sole power to vote or direct the voting of the shares owned
directly by the Fidelity Funds, which power resides with the
Funds' Boards of Trustees.  Fidelity carries out the voting of the
shares under written guidelines established by the Funds' Boards
of Trustees.

                         About OPTI Canada

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  OPTI's common shares trade on
the Toronto Stock Exchange under the symbol OPC.

                            *     *     *

OPTI Canada carries a 'CCC+' long-term corporate credit rating
from Standard & Poor's Ratings Services.  It has a 'Caa2'
corporate family rating from Moody's Investors Service.

"S&P base its decision to lower the ratings on the increasing
financing burden associated with OPTI's debt and the widening gap
between potential cash flow generation, and financing and spending
obligations," said Standard & Poor's credit analyst Michelle
Dathorne in August 2010, to explain S&P's downgrade of the
corporate rating to 'CCC+' from 'B-'.  "Our estimates of the
operating cash flows necessary for the company to fund all
required financing obligations and capital spending internally
provide no allowances for production shortfalls or commodity-price
weakness from now until 2012.  This lack of financial flexibility
is characteristic of a credit profile in the 'CCC' category," Ms.
Dathorne added.


ORCHARD BRANDS: May File Prepack Bankruptcy as Soon as Dec. 30
--------------------------------------------------------------
Bloomberg News' Jonathan Keehner and Jeffrey McCracken report that
Orchard Brands may file for bankruptcy as soon as next week after
efforts to sell the company outside of Chapter 11 failed,
according to three people with knowledge of the plans.  The
sources, who asked not to be identified because the talks are
private, told Bloomberg Orchard Brands is preparing to file a
prearranged bankruptcy as soon as December 30.  The sources also
said Orchard has not paid some of its vendors this month, the
people said.

Sources told the Journal Orchard Brands owes lenders more than
$700 million.  Bloomberg relates a person familiar with the matter
said on October 15 that Orchard Brands has $325 million of first-
lien loans.

Bloomberg relates Malon Wilkus, chief executive officer of
American Capital Ltd. in Bethesda, Maryland, said at a November 30
conference that the firm held some of Orchard Brands' loans.

The Troubled Company Reporter, citing Bloomberg News, reported
October 18, 2010, that three people with knowledge of the
situation said Golden Gate hired Moelis & Co. to find a buyer for
Orchard Brands as it weighs restructuring the retailer's debt.
Two sources told Bloomberg that offers may not top the more than
$700 million Orchard Brands owes to lenders.  Lenders are poised
to take control of the retailer in a restructuring if the offers
are too low, the people said.  Orchard Brands is operating under a
forbearance agreement with its lenders, according to the October
report.

                       About Orchard Brands

Based in Beverly, Massachusetts, Orchard Brands sells clothing to
people 55 and older.  Orchard Brands has 17 brands including
Appleseed's, Draper's & Damon's, Gold Violin, Haband and Norm
Thompson.  It publishes catalogs and has stores under its
Appleseed's and Draper's & Damon's brands.  It has annual sales of
about $1 billion and earnings before interest, taxes, depreciation
and amortization are about $50 million, sources said told
Bloomberg.

Golden Gate, a San Francisco-based private-equity firm that
manages $9 billion in capital, has invested in retailers such as
Express Inc., Eddie Bauer Holdings Inc. and Zale Corp.


PARTNERS MUTUAL: AM Best Cuts Financial Strength Rating to 'B'
--------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and issuer credit rating to "bb" from "bbb-"
of Partners Mutual Insurance Company (Partners) (Waukesha, WI).
The outlook for both ratings has been revised to stable from
negative.

These rating actions reflect Partners' trend of deteriorating
underwriting performance, elevated expense structure, declining
policyholders' surplus and geographic concentration of risks that
exposes it to severe weather-related events.  Offsetting these
negative rating factors are the company's long-standing agency
relationships and strategy to improve underwriting results.


PENINSULA GAMING: Moody's Reviews 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service placed all ratings of Peninsula Gaming,
LLC under review for possible downgrade.  The review reflects
Moody's heightened concern on PGL's high leverage relative to its
current B1 Corporate Family Rating and possible implications from
its plan to build a $260 million casino in Kansas state which
could result in more debt.

These ratings were placed under review for possible downgrade:

* Corporate Family Rating -- B1
* Probability of Default Rating -- B1
* $240 million senior secured notes due 2015 -- Ba2
* $305 million senior unsecured notes due 2017 -- B3

The review for possible downgrade considers Peninsula's overall
weak operating performance partly due to unfavorable industry
fundamentals, and Moody's escalating concern that the company will
not able to reduce its debt/EBITDA towards 5.0 times, a targeted
leverage needed to maintain its B1 CFR.  "Peninsula's current
debt/EBITDA of approximately 5.9 times (proforma Amelia Belle's
run-rate estimated full year EBITDA) is high for the B1 CFR,"
stated Moody's lead analyst John Zhao.  "The addition of Kansas
Star Casino in Sumner County, KS could mean more debt in the near
or medium term and PGL's financial leverage could remain well
above 6.0x in the next 12-18 months." The review also incorporates
potential risks associated with construction and operation of a
new casino.

Moody's review will assess management's plan to improve PGL's
operating performance from its existing four casinos, particularly
these two located in the Louisiana market which have been affected
by weak gaming demand and are attributed for most of the EBITDA
shortfall year to date in 2010.  Additionally, Moody's review will
focus on potential implication on cash flow, debt balance and
liquidity from the project to the existing credit upon the
company's disclosure of more detail of the Kansas casino.  Ratings
will likely be lowered if Moody's believe the company will not be
able to reduce its financial leverage close to 5.0x.

PGL is a holding company whose primary assets are equity interests
in its wholly owned subsidiaries, which own and operate the
Diamond Jo casino in Dubuque, Iowa, the Evangeline Downs Racetrack
and Casino in St. Landry Parish, Louisiana, the Amelia Belle
Casino located in Amelia, Louisiana, and the Diamond Jo Worth
casino in Worth County, Iowa.  Consolidated net revenues for the
fiscal year ended December 31, 2009 were approximately
$308 million.


PETROLEUM & FRANCHISE: Plan Confirmation Hearing Set for Jan. 12
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut will
convene a hearing on January 12, 2011, at 3:30 p.m., to consider
the confirmation of Petroleum & Franchise Capital, LLC, and
Petroleum & Franchise Funding, LLC's Plan of Reorganization.

As reported in the Troubled Company Reporter on October 25, 2010,
according to the Disclosure Statement, the Plan provides for (a)
the continued operations of PFF as the surviving successor entity
by way of corporate merger; and (b) payment in full of all holders
of Allowed Claims with interest and (c) retention of Allowed
Interests.

Under the Plan, DZ Bank will receive with respect to the DZ
Secured Claims: (i) the DZ Promissory Note, which will be issued
by the Reorganized Debtor in the principal amount of the Allowed
DZ Secured Claims plus any interest or other fees, subject to
Bankruptcy Court approval, accrued thereon during the Chapter 11
case.

DZ Bank AG Deutsche Zentral-Genossenschafts Bank, Frankfurt am
Main, serves as agent and for the benefit of itself and Autobahn
Funding Company, LLC.

Each Holder of an Allowed General Unsecured Claim in Class 3 will
receive from the Debtors quarterly cash payments of 12.5% of its
Allowed Claim, commencing with the first full calendar quarter
after the Effective Date and continuing until all Allowed General
Unsecured Claim in Class 3 are paid in full, totaling the
Allowed amount of the claim in full satisfaction, settlement,
release and discharge of and in exchange for the claim.

The sources of cash necessary for the Reorganized Debtor to pay
Allowed Claims under the Plan will be: (a) the cash of the
Reorganized Debtor on hand as of the Effective Date; (b) cash
arising from the operation, ownership, maintenance, and sale of
the assets owned, managed, or serviced by or at the direction of
the Debtors, including, without limitation, the DZ collateral;
(c) any cash generated or received by the Reorganized Debtor after
the Effective Date from any other source, including, without
limitation, any recoveries from the prosecution of all causes of
action and revenues from new loans generated by the Reorganized
Debtor as of the Effective Date.

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

                    About Petroleum & Franchise

Danbury, Connecticut-based Petroleum & Franchise Capital, LLC,
filed for Chapter 11 bankruptcy protection on June 23, 2010
(Bankr. D. Conn. Case No. 10-51465).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, assist the Company in
its restructuring effort.  The Company estimated assets and
debts at $50 million to $100 million.

Petroleum & Franchise Funding, LLC, an affiliate of the Debtor, a
filed separate Chapter 11 petition on June 23, 2010 (Case No. 10-
51467).  The Company disclosed $66,132,915 in assets and
$54,782,604 in liabilities as of the Chapter 11 filing.


PLATINUM ENERGY: Eight Nominees Elected to Board of Directors
-------------------------------------------------------------
On December 14, 2010, Platinum Energy Resources Inc. held its
annual shareholders' meeting.  At the meeting, the shareholders
duly elected these individuals to the Board of Directors of the
Company:

   * Marc Berzins has been a member of the Company's board of
     directors since his appointment on June 3, 2009.  Mr. Berzins
     has been a lawyer in private practice in Edmonton, Alberta,
     Canada since 1969.

   * Mr. Tim Culp has been the Company's Chairman of the Board
     since the Tandem Energy Corporation acquisition in October
     2007.  He has been the President of Desert Productions, Inc.
     since December, 2009.  Mr. Culp has over twenty-five years of
     oil and gas industry experience with over twenty years of
     experience in property acquisitions and development.

   * Mark Ghermezian has served on the Board since October 28,
     2010.  Mr. Ghermezian has been the President and CEO of KD
     Energy, LLC, an oil and gas exploration and production
     company, since November 2008, where he successfully
     restructured the company, its management team, employees,
     moral, and outstanding debt.  Prior to his involvement with
     KD Energy, Mr. Ghermezian was an EVP of Business Development
     for IDT Corporation, the Founder, President, and CEO of XE
     Mobile, LLC, and the Founder, President, and CEO of Flush
     Media, Inc.

   * William Glass has been the Company's President and a member
     of board of directors since inception.  Mr. Glass has worked
     in the energy industry and energy financial derivatives
     markets since 1996.

   * Bernard Lang has been a director of the Company since his
     appointment on July 9, 2008.  Mr. Lang is a Mega Project
     consultant in the Oil and Gas Industry and is a graduate from
     the University of Birmingham and a graduate of the Harvard
     Business School's Advanced Management Program.  Mr. Lang is
     currently President, Bert Lang & Associates, a mega projects
     and energy consulting organization.  He was formally
     Executive Vice President Engineering & Design of Synenco
     Energy Inc.

   * Al Rahmani has been a member of our board of directors since
     his appointment on February 18, 2009.  The Board appointed
     Mr. Rahmani to Interim Chief Executive Officer on March 2,
     2009, replacing Mr. Kostiner as Chief Executive Officer, and
     named him as the CEO on April 13, 2010.

   * David Rahmanian has served as a director since his
     appointment on October 7, 2010 and as Interim Chief Operating
     Officer of Platinum Energy and President and Chief Operating
     Officer of Tandem Energy since October 28, 2010.  He has a
     B.Sc., Masters, and PhD in Geosciences from the Colorado
     School of Mines and Pennsylvania State University.

   * Martin Walrath has served as director since October 7, 2010.
     He has also been with Triple Five since 1980 and has been
     primarily responsible for the financing activities and
     banking relationships of the company.  He has been involved
     in several multi-billion dollar financings for Triple Five.
     Before joining Triple Five, Mr. Walrath was Senior Vice
     President at Mellon Bank.

The shareholders also ratified the appointment of GBH CPAs P.C. as
the independent auditors for the Company.

                     About Platinum Energy

Houston, Tex.-based Platinum Energy Resources, Inc. --
http://www.platenergy.com/-- is an independent oil and gas
exploration and production company.  The Company has approximately
37,000 acres under lease in relatively long-lived fields with
well-established production histories.  The properties properties
are concentrated primarily in the Gulf Coast region in Texas, the
Permian Basin in Texas and New Mexico, and the Fort Worth Basin in
Texas.

GBH CPAs, PC, in Houston, Texas, expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
December 31, 2009.  The independent auditors noted that the
Company has experienced significant losses since inception and is
currently in default of its debt agreements.

The Company has incurred significant losses, resulting in
cumulative losses of $113,747,702 through September 30, 2010.  At
September 30, 2010, the Senior Credit Facility balance was
approximately $5.15 million.  The Company's current cash on hand
of $2,395,820 is not adequate to satisfy the debt.  Also, the
Company has negative working capital of $8,168,992.  Currently the
Company is looking at various ways of correcting these issues,
including exploring joint venture opportunities as well as a
thorough analysis of our specific assets for potential
divestiture.  Further the Company has assets and liabilities that
could be affected by unfavorable outcomes of litigation in
progress.


PLAYLOGIC ENTERTAINMENT: Board Accepts Resignation of CEO
---------------------------------------------------------
On December 17, 2010, Playlogic Entertainment Inc. said that its
board of directors has accepted the resignation of W.M. Smit as
president, chief executive officer and acting chief financial
officer, as per December 17, 2010.  The board of directors is
currently searching for a replacement.  Due to this resignation,
W.M. Smit has also resigned as executive member of the Company's
Board of Directors with immediate effect.

               About Playlogic Entertainment

Playlogic Entertainment, Inc. (Nasdaq OTC: PLGC.OB)
-- http://www.playlogicgames.com/-- is an independent worldwide
publisher of digital entertainment software for consoles, PCs,
handhelds, mobile devices, and other digital media platforms.
Playlogic publishes and distributes products throughout all
available channels, both online and offline.  Playlogic is
headquartered in New York City and in Amsterdam, the Netherlands.

The Company's balance sheet at March 31, 2010, showed
$14.1 million in assets and $16.5 million of liabilities, for a
stockholders' deficit of $2.4 million.  As of March 31, 2010, the
Company has an accumulated deficit of approximately $82.8 million.

In July 2010 Playlogic Entertainment voluntary requested a delay
of payments, 'surseance van betaling', the Dutch equivalent
of Chapter 11, for its subsidiary Playlogic International N.V and
wholly owned subsidiary Playlogic Game Factory B.V.  Tough market
conditions, late payments by large customers and the delays in
projects have forced the company to seek protection under the
Dutch bankruptcy laws.


PRESERVE AT LINDSEY: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: The Preserve at Lindsey Island, Inc.
        22223 S. Gulfview Drive
        Perry, FL 32348

Bankruptcy Case No.: 10-41179

Chapter 11 Petition Date: December 21, 2010

Court: U.S. Bankruptcy Court
       Northern District of Florida (Tallahassee)

Debtor's Counsel: Angela M. Ball, Esq.
                  ANGELA M. BALL, P.A.
                  615 N. Jefferson Street
                  Perry, FL 32347
                  Tel: (850) 584-8960
                  Fax: (850) 584-7907
                  E-mail: aball_law@hotmail.com

Scheduled Assets: Undetermined

Scheduled Debts: $1,164,507

A list of the Company's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flnb10-41179.pdf

The petition was signed by L.B. Clark, III, president.


PRIMUS GUARANTY: Moody's Downgrades Ratings on Senior Debt to 'B3'
------------------------------------------------------------------
Moody's Investors Service has downgraded the senior unsecured
debt and issuer ratings of Primus Guaranty, Ltd., to B3 from B2.
The rating action reflects the company's recent decision to
essentially run off its operations, ongoing share buyback program
which weakens its debt service, and remaining credit risks within
its credit default swaps portfolio.  Mitigating the concerns are
that PGL's capital resources (including embedded earnings from
CDS) are likely to be in excess of its debt service requirements
and expected losses on CDS book, and the short remaining life of
most of its CDS exposures.

Moody's also announced that it will withdraw the ratings of Primus
Guaranty for business reasons.  Please refer to Moody's Withdrawal
Policy on moodys.com.

                        Ratings Rationale

The recent sale of Cypress Tree, a CLO manager acquired by PGL in
2009, is indicative of the firm's decision to run off its
operations, at least for the time being, the rating agency said.
As a result of the financial crisis, Primus Financial Product, a
subsidiary of PGL, has not been able to write new CDS since 2008.
The remaining CDS exposure of PFP amounted to $12 billion in
notional, with $646 million, or 8%, of its single name CDS book at
below investment grade or not rated, as of end-Q3 2010.

Primus Guaranty's resources continue to weaken, partly due to the
company's share buyback program and no dividends from its
subsidiaries to date.  This increases the likelihood of a
potential adverse effect on its debt-servicing ability.  The group
started its share and debt buyback program in 2008 to
opportunistically enhance shareholder value and reduce debt
service.  Since the program's inception, the company has spent
more than $20 million in share repurchases and about $14 million
on senior debt buybacks.  As of end-Q3 2010, it had $33 million
cash and cash equivalents, and $90.4 million 7% senior debt
outstanding, due in 2036.

That said Moody's notes that PFP possesses a large investment
portfolio.  Additionally, the company expects material future CDS
premiums of about $108 million as of end-Q3 2010 from its existing
CDS portfolio over an average remaining life of 2.2 years.  The
capital resources are expected to be used first to service its
senior notes and preferred securities (totaling $224 million of
par outstanding), and then to cover losses from PFP's CDS
portfolio.  The resources remaining after fulfilling these senior
obligations may be used to pay off PGL's senior unsecured debt.

Primus Guaranty, Ltd., is a publicly traded holding company based
in Bermuda.  It is the parent of Primus Financial Products, LLC, a
credit derivatives product company that provided credit protection
against credit obligations of corporate and sovereign issuers.


RCG APARTMENTS: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: RCG Apartments, LLC
          aka Rancho Verde Apartments
        631 S. Olive Street, Suite 860
        Los Angeles, CA 90014

Bankruptcy Case No.: 10-64278

Chapter 11 Petition Date: December 21, 2010

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

Debtor's Counsel: Thomas C. Corcovelos, Esq.
                  CORCOVELOS & FORRY LLP
                  1001 Sixth Street, Suite 150
                  Manhattan Beach, CA 90266
                  Tel: (310) 374-0116
                  Fax: (310) 318-3832
                  E-mail: corforlaw@corforlaw.com

Scheduled Assets: $8,406,170

Scheduled Debts: $19,009,906

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-64278.pdf

The petition was signed by Saumil Dave, president of SRP Property,
Inc., manager of debtor.


REFCO INC: Togut Segal Bills $136,180 for Feb.-Oct. Work
--------------------------------------------------------
These professionals seek the Bankruptcy Court's allowance of their
fees and reimbursement of their expenses for services rendered to
Albert Togut, as Chapter 7 Trustee overseeing the liquidation of
Refco LLC, for the fee period from February 1, 2010 to October 31,
2010:

Professional                          Fees         Expenses
------------                        --------       --------
Togut, Segal & Segal LLP            $136,180         $1,176
General Bankruptcy Counsel

Bridge Associates LLC                391,378         54,881
Trustee's Financial Advisors

Jenner & Block LLP                   161,200          3,385
Refco Trustee's Attorney

                       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)


ROCK & REPUBLIC: Seeks to Sell Intellectual Property to VF Corp.
----------------------------------------------------------------
Rock & Republic Enterprises Inc. filed a creditor-repayment plan
that calls for the sale of its intellectual property to VF Corp.,
an apparel company that already counts Lee, Wrangler, Nautica,
North Face and Vans among its brands, Dow Jones' Small Cap
reports.

According to the report, Rock & Republic, its unsecured creditors
and VF filed the plan with the court overseeing Rock & Republic's
bankruptcy case.  The report relates that VF has offered
$57 million for the intellectual property of Rock & Republic, an
apparel maker known for its denim line.

The proceeds will be used to help pay Rock & Republic's creditors.
The sale and plan is subject to approval by the U.S. Bankruptcy
Court in Manhattan, the report notes.

In a separate court document, Dow Jones' discloses, Rock &
Republic and the committee representing unsecured creditors in the
company's bankruptcy case urged the court to approve a $2.3
million termination fee and a $450,000 expense reimbursement for
VF if the sale transaction ultimately fails to go through.

                     About Rock & Republic

New York-based Rock & Republic Enterprises, Inc., is a wholesale
and retail apparel company specializing in an avant-garde and
distinctive line of clothing.  Originally started in 2002 by its
Chief Executive Officer, Michael Ball, primarily as an American
jeans company, the Debtors have expanded their lines to include
high fashion clothing for men, women and children as well as
shoes, cosmetics and accessories.  The Company's merchandise can
be found at most high end retail stores such as Nordstrom, Neiman
Marcus, Bergdorf Goodman, Bloomingdales, Lord & Taylor, Harvey
Nichols and Saks Fifth Avenue, as well as in small upscale
boutiques.

The Company filed for Chapter 11 bankruptcy protection on April 1,
2010 (Bankr. S.D.N.Y. Case No. 10-11728).  Alex Spizz, Esq., and
Arthur Goldstein, Esq., at Todtman, Nachamie, Spizz & Johns, P.C.,
assist the Company in its restructuring effort.  Manderson,
Schaefer & McKinlay, LLP, is the Company's special corporate
counsel.  The Company estimated $50 million to $100 million in
assets and $10 million to $50 million in liabilities.

The Company's affiliate, Triple R, Inc., filed a separate
Chapter 11 petition on April 1, 2010 (Bankr. S.D.N.Y. Case No.
10-11729).

The Court has extended the Debtors' exclusive period to propose a
Chapter 11 plan until November 15, 2010, and its exclusive period
to solicit acceptances of that plan until January 14, 2011.  Rock
& Republic has said it is in talks with a newly formed entity
called GR Acquisition LLC, which offered to purchase its assets
for at least $33 million.


ROCK & REPUBLIC: Signs Asset Purchase Agreement with VF Corp
------------------------------------------------------------
VF Corporation, Rock and Republic Enterprises and The Official
Committee of Unsecured Creditors have executed an asset purchase
agreement for VF Corporation to acquire the trademarks and
intellectual property of Rock and Republic.  VF Corporation is
only acquiring the Rock and Republic brand name, not the business
operations or retail stores.  The agreement is subject to
Bankruptcy court approval and is expected to close in Spring of
2011.  Rock and Republic wishes to assure its customers that the
transition over the next few months will be smooth and seamless,
and that all orders will continue to be filled pursuant to their
terms.

When completed, the transaction will mark the first acquisition
for VF's Licensed Brands group, led by David Conn, which was
formed in July of 2009.

                     About Rock & Republic

New York-based Rock & Republic Enterprises, Inc., is a wholesale
and retail apparel company specializing in an avant-garde and
distinctive line of clothing.  Originally started in 2002 by its
Chief Executive Officer, Michael Ball, primarily as an American
jeans company, the Debtors have expanded their lines to include
high fashion clothing for men, women and children as well as
shoes, cosmetics and accessories.  The Company's merchandise can
be found at most high end retail stores such as Nordstrom, Neiman
Marcus, Bergdorf Goodman, Bloomingdales, Lord & Taylor, Harvey
Nichols and Saks Fifth Avenue, as well as in small upscale
boutiques.

The Company filed for Chapter 11 bankruptcy protection on April 1,
2010 (Bankr. S.D.N.Y. Case No. 10-11728).  Alex Spizz, Esq., and
Arthur Goldstein, Esq., at Todtman, Nachamie, Spizz & Johns, P.C.,
assist the Company in its restructuring effort.  Manderson,
Schaefer & McKinlay, LLP, is the Company's special corporate
counsel.  The Company estimated $50 million to $100 million in
assets and $10 million to $50 million in liabilities.

The Company's affiliate, Triple R, Inc., filed a separate
Chapter 11 petition on April 1, 2010 (Bankr. S.D.N.Y. Case No.
10-11729).

The Court has extended the Debtors' exclusive period to propose a
Chapter 11 plan until November 15, 2010, and its exclusive period
to solicit acceptances of that plan until January 14, 2011.  Rock
& Republic has said it is in talks with a newly formed entity
called GR Acquisition LLC, which offered to purchase its assets
for at least $33 million.


SANTA FE: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Santa Fe Hospitality, LLC
        10150 N. Oracle Road
        Oro Valley, AZ 85755

Bankruptcy Case No.: 10-40621

Chapter 11 Petition Date: December 21, 2010

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

Judge: James M. Marlar

Debtor's Counsel: Scott D. Gibson, Esq.
                  GIBSON, NAKAMURA & GREEN, PLLC
                  2329 N. Tucson Boulevard
                  Tucson, AZ 85716
                  Tel: (520) 722-2600
                  Fax: (520) 722-0400
                  E-mail: ecf@gnglaw.com

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

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

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

The petition was signed by Suki Khangura, managing member.


SCOTT MEYROWITZ: Court Won't Hear Claims v. Non-Debtor Defendants
-----------------------------------------------------------------
Judge Barbara Houser said the Bankruptcy Court has "related to"
jurisdiction over the claims the Plaintiffs have asserted against
the non-debtor defendants in the case, Bill Kimpel, Kimpel's
Jewelry & Gifts, Inc., and Providential Opportunities, Inc., v.
Scott Bradley Meyrowitz, Scott Meyrowitz, Inc., Meyrowitz Inc.,
Nutritox, LLC, and Craig Newbold, Adv. Pro. No. 10-03227 (Bankr.
N.D. Tex.)  Judge Houser, however, decided to abstain from hearing
the claims against the non-debtor defendants in accordance with
28 U.S.C. Sec. 1334(c)(1).

Judge Houser said if the Court's decision to abstain is erroneous
and is reversed on appeal by final order, the Court would grant
Mr. Meyrowitz's motion to dismiss the complaint.  However, the
Court would not grant a separate request by Mr. Newbold to dismiss
the complaint based upon his contention that the claims asserted
are barred by res judicata and judicial estoppel.

In the suit, the Kimpel entities allege that they went into
business with Messrs. Newbold and Meyrowitz -- and various
entities that Mr. Meyrowitz is alleged to have controlled -- and
that the various defendants failed to perform in accordance with
their alleged agreements, converted cash and other items of the
Kimpel entities, and engaged in various conspiracies and other
fraudulent conduct.

A copy of Judge Houser's December 20, 2010 Memorandum Opinion is
available at http://is.gd/jcvMxfrom Leagle.com.

              About William Kimpel & Kimpel's Jewelry

Based in Columbiana, Ohio, William R. Kimpel owns Providential
Opportunities, Inc., and Kimpel's Jewelry & Gifts, Inc.  Mr.
Kimpel filed his own case under Chapter 7 of the Bankruptcy Code
(Bankr. N.D. Ohio Case No. 05-49432) on October 15, 2005.

Kimpel's Jewelry filed its Chapter 11 case on the same date
(Bankr. N.D. Ohio Case No. 05-49330).  Judge Kay Woods presided
over the Chapter 11 case.  Melody Dugic Gazda, Esq., and Richard
G. Zellers, Esq., at Luckhart, Mumaw, Zellers & Robinson in
Canfield, Ohio, served as Kimpel's Jewelry counsel.  In Kimpel's
Jewelry's petition, it estimated $1 million to $10 million in both
assets and debts.

Mr. Kimpel received a discharge in his case on June 15, 2006.  A
plan was confirmed in the Kimpel's Jewelry case on May 23, 2007.

                   About Scott Bradley Meyrowitz

Based inDallas, Texas, Scott Bradley Meyrowitz filed for Chapter
11 bankruptcy (Bankr. N.D. Tex. Case No. 06-31660) on April 25,
2006.  Karen Lynn Kellett, Esq., in Dallas, represented the
Debtor.  In his petition, the Debtor estimated less than $50,000
in assets and between $1 million to $10 million in debts.

Mr. Meyrowitz confirmed a plan of reorganization on June 27, 2008.
However, Mr. Meyrowitz has defaulted under its terms and has, in
essence, disappeared.  According to his counsel, Mr. Meyrowitz is
not (i) responding to his counsel's inquiries, or (ii) following
his counsel's legal advice.  After a second hearing on his
counsel's motion to withdraw -- at which Mr. Meyrowitz failed to
appear or respond -- the Court granted the motion and authorized
his counsel's withdrawal.


SHELBRAN INVESTMENTS: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Shelbran Investments, L. P.
        12871 South Highway 475
        Ocala, FL 34480

Bankruptcy Case No.: 10-10937

Chapter 11 Petition Date: December 21, 2010

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

Debtor's Counsel: Robert D. Wilcox, Esq.
                  BRENNAN, MANNA & DIAMOND, PL
                  800 W. Monroe Street
                  Jacksonville, FL 32202
                  Tel: (904) 366-1500
                  Fax: (904) 366-1501
                  E-mail: rdwilcox@bmdpl.com

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

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

The petition was signed by Stephen R. Holgate, agent.

Debtor's List of nine Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Odell Income Fund                  53 Acres             $3,365,000
c/o Randy Wastal                   San Jacinto, CA
4405 Manchester Avenue, #106
Encinitas, CA 92024

Lucky Warrior Farm & Ranch         Money Lent for         $275,000
Charles Underbrink                 Improvements to
13009 S. Highway 475               Horse Farm
Ocala, FL 34480

Bank of America                    2144 Villines Avenue   $255,000
P.O. Box 5170                      San Jacinto, CA
Simi Valley, CA 93062-5170

Law Office of Kent G. Snyder       --                      $30,000

Weiss and Company                  --                      $13,000

Blaine Worner Civil Engineer       --                       $6,000

Nadel Studio One, Inc.             --                       $3,000

Tutan & Tucker, LLP                --                         $600

Accurate Business Services         --                         $500


SIMON WORLDWIDE: B. Nugent Does Not Own Any Securities
------------------------------------------------------
Bradford Nugent, a director at Simon Worldwide Inc., disclosed in
a Form 3 filing with the Securities and Exchange Commission on
December 13, 2010, that he does not own any securities of the
company.

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At December 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

BDO Seidman, LLP, in Los Angeles, following the Company's 2009
results, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that of Company has suffered significant losses from operations,
has a lack of any operating revenue and is subject to potential
liquidation in connection with a recapitalization agreement.

On June 11, 2008, the Company entered into an Exchange and
Recapitalization Agreement with Overseas Toys, L.P., the former
holder of all the outstanding shares of preferred stock of the
Company, pursuant to which all the outstanding preferred stock
would be converted into shares of common stock representing 70% of
the shares of common stock outstanding immediately following the
conversion.  The Recapitalization Agreement was negotiated on the
Company's behalf by the Special Committee of disinterested
directors which, based in part upon the opinion of the Special
Committee's financial advisor, determined that the transaction was
fair to the holders of common stock from a financial point of
view.

In connection with the Recapitalization Agreement, and in the
event that the Company does not consummate a business combination
by the later of (i) December 31, 2010, or (ii) December 31, 2011,
in the event that a letter of intent, an agreement in principle or
a definitive agreement to complete a business combination was
executed on or prior to December 31, 2010, but the business
combination was not consummated prior to such time, and no
qualified offer have been previously consummated, the officers of
the Company will take all such action necessary to dissolve and
liquidate the Company as soon as reasonably practicable.


SIMON WORLDWIDE: Overseas Toys Has 82.5% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on December 10, 2010, Overseas Toys, L.P. disclosed
that it beneficially owns 41,763,668 shares of common stock of
Simon Worldwide, Inc. representing 82.5% of the shares
outstanding.  At November 12, 2010, 50,611,879 shares of the
Company's common stock were outstanding.

Each of Ronald W. Burkle, OA3, LLC and Multi-Accounts, LLC owns
41,763,668 shares.

The previously reported Qualified Offer expired at 5:00 p.m., New
York City time, on December 2, 2010.  According to BNY Mellon
Shareowner Services, the depositary for the Qualified Offer, a
total of 3,822,912 shares of Common Stock were validly tendered,
representing, in the aggregate, 7.6% of the outstanding shares of
Common Stock(1) and 30.2% of the outstanding shares of Common
Stock not previously owned by Overseas Toys.  On December 10,
2010, Overseas Toys paid $1,032,186 for the 3,822,912 shares of
Common Stock validly tendered and not withdrawn pursuant to the
Qualified Offer.

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At December 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

BDO Seidman, LLP, in Los Angeles, following the Company's 2009
results, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that of Company has suffered significant losses from operations,
has a lack of any operating revenue and is subject to potential
liquidation in connection with a recapitalization agreement.

On June 11, 2008, the Company entered into an Exchange and
Recapitalization Agreement with Overseas Toys, L.P., the former
holder of all the outstanding shares of preferred stock of the
Company, pursuant to which all the outstanding preferred stock
would be converted into shares of common stock representing 70% of
the shares of common stock outstanding immediately following the
conversion.  The Recapitalization Agreement was negotiated on the
Company's behalf by the Special Committee of disinterested
directors which, based in part upon the opinion of the Special
Committee's financial advisor, determined that the transaction was
fair to the holders of common stock from a financial point of
view.

In connection with the Recapitalization Agreement, and in the
event that the Company does not consummate a business combination
by the later of (i) December 31, 2010, or (ii) December 31, 2011,
in the event that a letter of intent, an agreement in principle or
a definitive agreement to complete a business combination was
executed on or prior to December 31, 2010, but the business
combination was not consummated prior to such time, and no
qualified offer have been previously consummated, the officers of
the Company will take all such action necessary to dissolve and
liquidate the Company as soon as reasonably practicable.


SMART-TEK SOLUTIONS: B. Bonar Does Not Own Any Securities
---------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on December 14, 2010, Brian Bonar, president/director
at Smart-Tek Solutions, Inc., disclosed that he does not
beneficially own any shares of the company.

Mr. Bonar cancelled the 45 million shares of Smart-Tek Solutions
Inc. previously issued as a result of the amending of the
marketing partner agreement between Mr. Bonar and the Company on
December 9, 2010.  The purpose of the amendment was to clarify the
basis for which shares for compensation are to be issued to Mr.
Bonar.  Based on the new terms, Mr. Bonar has not earned any
shares as of December 13, 2010.

                    About Smart-tek Solutions

Newport Beach, Calif.-based Smart-tek Solutions Inc. has two
business lines.  Through its wholly owned subsidiary Smart-Tek
Communications Inc. the Company specializes in the design and
development of Radio Frequency Identification (RFID) integration,
monitoring and tracking solutions to meet industry demands.
Through its wholly owned subsidiary Smart-Tek Automated Services
Inc. the Company provides professional employer organization
services.

John Kinross-Kennedy, of Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
Mr. Kinross-Kennedy noted that that the Company has suffered
recurring losses until the latest fiscal year, and has a working
capital deficiency of $994,278 and a stockholders' deficiency of
$438,164 at June 30, 2010.


STEPHEN PEEL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Stephen Lawrence Peel
        2323 Tarpon Road
        Naples, FL 34102

Bankruptcy Case No.: 10-30190

Chapter 11 Petition Date: December 20, 2010

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

Judge: David H. Adams

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

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

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

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

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Michael J. Peel                       10-30189            12/20/10


SYRACUSE RESORT: Filed for Bankruptcy to Block Seizure
------------------------------------------------------
Tim Knauss at The Post-Standard reports that Syracuse Resort LLC
filed for Chapter 11 protection just as city officials were about
to seize the property for non-payment of property taxes.

In a letter sent Oct. 13, that Assessor John Gamage had given the
company until Dec. 20, 2010, to pay more than $1.25 million in
back taxes or the city would take steps to seize the property.
Now payment of the back taxes will be up to a bankruptcy judge.

A person with knowledge of the matter said Syracuse Resort has
paid no property taxes since buying the SDC property in May 2008,
notes Mr. Knauss.

Syracuse Resort LLC dba Syracuse Resort Development owns the
former Syracuse Developmental Center.  The Company filed for
Chapter 11 bankruptcy protection (Bankr. E.D. N.Y. Case No.: 10-
79601).  Judge Robert E. Grossman presides the case.  James O.
Guy, Esq., represents the Debtor.  The Debtor estimated both
assets and debts of between $1 million and $10 million.


T&M AVIATION: Has Green Light to Sell Chopper $50,000 Cash
----------------------------------------------------------
Judge Robert Summerhays authorizes T&M Aviation Inc. to sell a
Bell OH-58A Helicopter, N38FA, Serial #70-15448, to B&S Air, Inc.
of Eufaula, Alabama, for $50,000 cash.

Located in Abbeville, Louisiana, T&M Aviation, Inc., specializes
in serving customers throughout the United States with precision
aerial application and related aviation services with a modern
fleet of helicopters.  T&M Aviation filed for Chapter 11
bankruptcy protection (Bankr. W.D. La. Case No. 10-51520) on
September 29, 2010.  Louis M. Phillips, Esq. --
lphillips@gordonarata.com -- and Ryan James Richmond, Esq. --
rrichmond@gordonarata.com -- at Gordon Arata McCollam Duplantis &
Eagan LLP, in Baton Rouge, serve as the Debtor's counsel.  In its
petition, the Debtor estimated $1 million to $10 million in assets
and debts.


TEGRANT CORP: S&P Puts 'CCC' Rating on CreditWatch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Dekalb, Ill.-based Tegrant Corp., including the 'CCC' corporate
credit rating, on CreditWatch with positive implications.

"The rating actions reflect Tegrant's improved earnings generation
following significant restructuring actions through the
recession," said Standard & Poor's credit analyst Ket Gondha.

The CreditWatch with positive implications indicates the potential
for an upgrade, subject to a review of Tegrant's improved earnings
prospects, liquidity, operating strategy, and financial policies.
With trailing annual sales of about $350 million as of June 30,
2010, Tegrant is a leading manufacturer and designer of
protective, temperature-assurance, and retail packaging products
for a range of primarily North American markets.  As of Sept. 30,
2010, Tegrant's funds from operations to total adjusted debt ratio
was 9.9%.

Standard & Poor's will monitor Tegrant's earnings outlook, and S&P
expects to resolve the CreditWatch when further information is
available within the next 90 days.


TIGRENT INC: No Longer Target of Investigation by DOJ
-----------------------------------------------------
On December 11, 2006, Tigrent Inc. received a subpoena from the
Department of Justice requesting documents and information in
connection with an investigation relating to its marketing
activities since January 1, 2002.

The Company was notified at that time that a grand jury
investigation related to the matter had commenced.  Neither the
Company nor its subsidiaries, nor any of the Company's present or
former directors or officers, had been charged in any indictment.

The Company received a letter, dated December 10, 2010, notifying
it that the DOJ no longer considered the Company a target or a
subject of a current investigation in the Eastern District of
Virginia.

                        About Tigrent Inc.

Cape Coral, Fla.-based Tigrent Inc. (OTC BB: TIGE)
-- http://www.tigrent.com/-- is a provider of practical, high-
quality and value-based training, conferences, publications,
technology-based tools and mentoring to help customers become
financially literate.  The Company provides customers with
comprehensive instruction and mentoring in the topics of real
estate and financial instruments investing and entrepreneurship in
the United States, the United Kingdom, and Canada.

The Company's balance sheet as of June 30, 2010, showed $43.8
million in total assets, $80.7 million in total liabilities,
and a stockholders' deficit of $36.9 million.

In its Form 10-Q report for the quarter ended June 30, 2010, the
Company said it continues to incur a negative cash flow --
totaling $5.9 million for the period ending June 30, 2010 -- due
to the on-going challenges with sales of products.  "We have
insufficient working capital to meet operating needs, raising
substantial doubt about the ability of the Company to continue as
a going concern," the Company said.

In addition to the shift in strategic emphasis from live course
offerings to digitally-delivered programs, the Company said it
continues to implement reductions in staff to align with
anticipated sales level, decreased occupancy costs, and reduced
operating costs in all areas.  The Company is also in current
discussions with some of larger creditors to negotiate amounts
owed.

The Company said it if cannot generate the required revenues to
sustain operations or obtain additional capital on acceptable
terms, it will need to substantially revise its business plan,
file for bankruptcy, sell assets or cease operations and investors
could suffer the loss of a significant portion or all of their
investment in the Company.


TOUSA INC: Citicorp Wants Committee's Plan Outline Disapproved
--------------------------------------------------------------
Citicorp North America, Inc., asks the U.S. Bankruptcy Court for
the Southern District of Florida, to deny approval of the
Disclosure Statement for Joint Plan of Liquidation of TOUSA, Inc.,
as proposed by Official Committee of Unsecured Creditors.

Citicorp is the administrative agent under (i) the Second Amended
and Restated Revolving Credit Agreement, as amended at various
times,  by and amongst TOUSA, Inc., et al., and the lender parties
thereto; and (ii) the First Lien Term Loan Credit Agreement, dated
as of July 31, 2007, by and amongst the Debtors and the lender
parties thereto.

Citicorp explains that the Committee's Disclosure Statement (i)
describes an unconfirmable plan and (ii) fails to provide
?adequate information? as required by Bankruptcy Code section
1125.

The Committee Plan is unconfirmable for several reasons,
including, without limitation,

   -- it denies the First Lien Lenders and other defendants in the
      Committee Action due process by impermissibly mooting the
      Judgment Appeals;

   -- fails to provide the revolver lenders with voting rights,
      despite the fact that they are receiving only a fraction of
      what they are owed;

   -- to the extent that the revolver lenders are to receive a
      distribution, the Committee Plan inequitably restricts that
      distribution to TOUSA, Inc. assets; and

   -- the Committee Plan violates the First Lien Lenders'
      constitutional rights by (i) depriving them of the value of
      certain claims without compensation and (ii) depriving them
      of property rights without due process.

Additionally, Citicorp relates that the filing of the Committee
Plan violates the good faith requirements of Section 1129(a)(3) of
the Bankruptcy Code.

                          About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M.
Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman,
Esq., at Berger Singerman, to represent them in their
restructuring efforts.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  Ernst & Young LLP is the Debtors' independent
auditor and tax services provider.  Kurtzman Carson Consultants
LLC acts as the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.


TOWNSENDS INC: Organizational Meeting to Form Panel on Dec. 29
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on December 29, 2010, at 12:00 p.m.
in the bankruptcy case of Townsends, Inc., et al.  The meeting
will be held at J. Caleb Boggs Federal Building, 844 King Street,
Room 5209, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Founded in 1891, Townsends Inc. fka Townsend Speciality Foods is a
third-generation, family-owned poultry company.  Townsends claims
to be a leading producer and marketer of quality, value added
poultry products to the foodservice and retail grocery markets
throughout the world.  Headquartered in Georgetown, Delaware,
Townsends operates, directly or through its four wholly-owned
subsidiaries, production and processing facilities in Arkansas and
North Carolina.  As of December 8, 2010, Townsend had
approximately 3,017 employees.

Townsends filed for Chapter 11 bankruptcy protection on
December 19, 2010 (Bankr. D. Del. Case No. 10-14092).  In its
Chapter 11 petition, Townsends, Inc., estimated assets of
$10 million to $50 million and debts of $50 million to
$100 million.

Affiliates Townsend Farms, Inc (Bankr. D. Del. Case No. 10-14093),
Townsends of Arkansas, Inc. (Bankr. D. Del. Case No. 10-14094),
Townsend Farms of Arkinsas, Inc. (Bankr. D. Del. Case No. 10-
14095), and CrestwoodFamrs LLC (Bankr. D. Del. Case No. 10-14096)
filed separate Chapter 11 petitions.

The Debtors disclosed $131 million in total assets and
$127 million in total debts as of December 5, 2010.

Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves
as the Debtors' bankruptcy counsel.  McKenna Long & Aldridge LLP
serves as the Debtors' special counsel.  Donlin Recano is the
Debtors' claims agent.


TWAIN CONDOMINIUMS: Files for Bankruptcy to Avoid Foreclosure
-------------------------------------------------------------
Steve Green at Las Vegas Sun reports that Twain Condominiums LLC
filed for Chapter 11 bankruptcy protection to block a foreclosure
sale planned by City National Bank.

According to Las Vegas Sun, City National Bank loaned the Company
$20.37 million in 2006 for the purchase of the property,
rehabilitating it and converting the apartments to condominiums.
The construction loan agreement was revised in March 2009 with a
new principal balance of $11.4 million.  But a dispute emerged
between the company and the bank when City National demanded
payment of $1.77 million under a "remargin" provision in the
loan contract.

"The debtor believes that the value of the collateral is more than
the amounts due and owing to CNB under the loan revision agreement
as of the petition date," the report quotes Las Vegas law firm
Gordon Silver, attorney of the Company.

A meeting of creditors is set for Jan. 20, 2010.

Twain Condominiums LLC owns 192 condominium units within the 254-
unit Twain Estates condominium complex at Arville Street and Twain
Avenue.  The Company filed for bankruptcy on Dec. 15, 2010 (Bankr.
D. Nev. Case No. 10-33323).  Judge Linda B. Riegle presides the
case.  Thomas H. Fell, Esq., at Gordon Silver Attorneys and
Counselors at Law, represents the Debtor.  The Debtor estimated
both assets and debts of between $10 million and $50 million in
its petition.


UNI-PIXEL INC: Morgan Stanley Discloses 1.2% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on December 10, 2010, Morgan Stanley disclosed that it
beneficially owns 362,718 shares of common stock of Morgans Hotel
Group Co. representing 1.2% of the shares outstanding.  Morgan
Stanley Investment Management Inc. also owns 354,074 shares
representing 1.2% equity stake.

The number of shares outstanding of the Company's common stock,
par value $0.01 per share, as of November 8, 2010 was 30,243,380.

                     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.


U.S. ACQUISITIONS: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: U.S. Acquisitions & Oil, Inc.
        902 North Market Street, Suite 704
        Wilmington, DE 19801
        Tel: (302) 887-0917

Bankruptcy Case No.: 10-14121

Chapter 11 Petition Date: December 21, 2010

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Rebekah M. Nett, Esq.
                  WESTVIEW LAW CENTER, PLC
                  1303 South Frontage Road, Suite 1
                  Hastings, MN 55033
                  Tel: (651) 437-3100
                  Fax: (651) 846-6414
                  E-mail: rnett@westviewlaw.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 seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/deb10-14121.pdf

The petition was signed by Naomi Isaacson, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Midwest Properties of Shawano, LLC.   10-12481            07/13/10


USEC INC: FMR LLC Discloses 5.419% Equity Stake
-----------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on December 10, 2010, FMR LLC disclosed that it
beneficially owns 6,385,460 shares of USEC Inc. common stock
representing 5.419% of the shares outstanding.  Edward C. Johnson
3d also owns 6,385,460 shares.  As of October 15, 2010, there were
114,441,455 shares of Common Stock issued and outstanding.

The ownership of one investment company, Fidelity Low-Priced Stock
Fund, amounted to 6,107,226 shares or 5.183% of the Common Stock
outstanding.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 6,107,226
shares owned by the Funds.

Members of the family of Edward C. Johnson 3d, Chairman of FMR
LLC, are the predominant owners, directly or through trusts, of
Series B voting common shares of FMR LLC, representing 49% of the
voting power of FMR LLC.  The Johnson family group and all other
Series B shareholders have entered into a shareholders' voting
agreement under which all Series B voting common shares will be
voted in accordance with the majority vote of Series B voting
common shares.  Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a controlling
group with respect to FMR LLC.

Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has
the sole power to vote or direct the voting of the shares owned
directly by the Fidelity Funds, which power resides with the
Funds' Boards of Trustees.  Fidelity carries out the voting of the
shares under written guidelines established by the Funds' Boards
of Trustees.

Pyramis Global Advisors, LLC, an indirect wholly-owned subsidiary
of FMR LLC and an investment adviser registered under Section 203
of the Investment Advisers Act of 1940, is the beneficial owner of
277,685 shares or 0.236% of the outstanding Common Stock of USEC
Incorporated as a result of its serving as investment adviser to
institutional accounts, non-U.S. mutual funds, or investment
companies registered under Section 8 of the Investment Company Act
of 1940 owning such shares.  The number of shares of Common Stock
of USEC Incorporated owned by the institutional account at
November 30, 2010 included 277,685 shares of Common Stock
resulting from the assumed conversion of $3,320,000 principal
amount of USEC INC CONV 3% 10/01/14 (83.64 shares of Common Stock
for each $1,000 principal amount of debenture).

Edward C. Johnson 3d and FMR LLC, through its control of PGALLC,
each has sole dispositive power over 277,685 shares and sole power
to vote or to direct the voting of 277,685 shares of Common Stock
owned by the institutional accounts or funds advised by PGALLC.

Pyramis Global Advisors Trust Company, an indirect wholly-owned
subsidiary of FMR LLC and a bank as defined in Section 3(a)(6) of
the Securities Exchange Act of 1934, is the beneficial owner of
549 shares or 0.000% of the outstanding Common Stock of the USEC
Incorporated as a result of its serving as investment manager of
institutional accounts owning such shares.

Edward C. Johnson 3d and FMR LLC, through its control of Pyramis
Global Advisors Trust Company, each has sole dispositive power
over 549 shares and sole power to vote or to direct the voting of
0 shares of Common Stock owned by the institutional accounts
managed by PGATC.

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


VISTA RIDGE: 10th Cir. BAP Grants Homeowners an Admin. Claim
------------------------------------------------------------
The United States Bankruptcy Appellate Panel for the Tenth Circuit
affirmed a bankruptcy court order granting the motion by Vista
Ridge Association, Inc., a homeowners' association for Vista Ridge
properties, to treat its claim against Vista Ridge Development,
LLC as an administrative expense pursuant to 11 U.S.C. Sec.
503(b)(1)(A).  The Debtor took an appeal from the bankruptcy court
order.

The three-man panel before the BAP consisted of Bankruptcy Judges
Terrence L. Michael (N.D. Okla.), William T. Thurman (D. Utah),
and Dana L. Rasure (N.D. Okla.).  Judge Thurman wrote the Opinion.

A copy of the BAP's Opinion dated December 20, 2010, is available
at http://is.gd/jcinnfrom Leagle.com.

Vista Ridge Development, LLC, is a builder and developer that is
creating a subdivision of homes within a planned luxury community
near Erie, Colorado called "Vista Ridge."

The Debtor purchased 139 lots of Vista Ridge property in 2005, and
has since completed 39 homes on those properties.  The Debtor
filed a voluntary Chapter 11 petition (Bankr. D. Colo. Case No.
09-37789) on December 31, 2009.  Garry R. Appel, Esq. --
appelg@appellucas.com -- in Denver, serves as the Debtor's
counsel.  In its schedules, the Company disclosed assets of
$5,046,339 and debts of $6,786,430.

The Debtor listed the HOA as a secured creditor on Schedule D of
its petition, with a listed claim of $120,678.96.  The Debtor's
exit plan proposed on March 30, 2010, provided that the HOA would
retain any liens securing its claim on each parcel, and that the
assessments on each parcel would be paid in full, with interest,
upon its sale.  The Debtor proposed to pay the HOA, upon each
closing, the total assessments applicable to that property,
whether incurred pre- or post-petition, plus interest.  The HOA
filed a motion to treat its postpetition assessments as
administrative expenses and to have them immediately paid on
April 8, 2010.  The Debtor objected.


VITAMIN SHOPPE: Moody's Raises Corporate Family Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service raised the corporate family, probability
of default, and secured notes ratings of Vitamin Shoppe
Industries, Inc., to B1 from B2 based on expectations for
continued improvement in credit metrics due to both debt reduction
and strong performance driven by same store sales growth.  Vitamin
Shoppe's solid growth throughout a period of weak consumer
spending also supports the upgrade.

The outlook is stable, and a summary of the actions is:

Vitamin Shoppe Industries, Inc.,

  -- Senior Secured Bonds, Upgraded to B1, LGD4, 54%, from B2,
     LGD4, 50%

  -- Probability of Default Rating, Upgraded to B1 from B2

  -- Corporate Family Rating, Upgraded to B1 from B2

  -- Outlook, Stable

                        Ratings Rationale

Vitamin Shoppe's B1 corporate family rating incorporates its focus
on improving its credit profile, which Moody's expects to
continue.  Nevertheless, lease adjusted leverage will likely
remain fairly high (estimated to be in the low to mid 4 times
debt-to-EBITDA range pro forma for the November 2010 secured notes
repayment), which poses challenge for operating in a competitive
industry with high business risk associated with potential product
safety issues.  Vitamin Shoppe also relies partially on product
introductions to drive growth, creating possible revenue
volatility should newly launched products fail to match evolving
consumer preferences.  Its strong brand name, broad product
selection, demonstrated resilience of performance through a period
of weak consumer spending and good geographic diversity somewhat
mitigate these risks.  Also, Moody's consider industry growth
prospects strong given the rising U.S. population of people over
50, a demographic group that that tends to purchase higher levels
of vitamins, minerals, and nutritional supplements.  Good
liquidity, including expectations for continued positive free cash
flow, also supports the rating.

The stable outlook incorporates Moody's expectations that Vitamin
Shoppe will continue to generate positive free cash flow, maintain
good liquidity, and report sales growth.

Expectations that lease adjusted leverage will remain fairly high,
in addition to the fairly small scale and business risk somewhat
limit upward momentum.  The relatively near maturity of the
secured notes (November 2012) also somewhat constrains the rating.
However, Moody's would consider a positive ratings action with
sustainable leverage below 3 times debt-to-EBITDA, EBIT-to-
Interest above 3 times, and free cash flow to debt around 10%.

Declining sales or deterioration of liquidity or credit metrics
could result in a negative ratings action.


WALNUT GARDENS: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Walnut Gardens, LLC
          aka Sunset Terrace Apartments
        631 S. Olive Street, Suite 860
        Los Angeles, CA 90014

Bankruptcy Case No.: 10-64169

Chapter 11 Petition Date: December 20, 2010

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

Debtor's Counsel: Thomas C. Corcovelos, Esq.
                  Corcovelos & Forry LLP
                  1001 Sixth Street, Suite 150
                  Manhattan Beach, CA 90266
                  Tel: (310) 374-0116
                  Fax: (310) 318-3832
                  E-mail: corforlaw@corforlaw.com

Scheduled Assets: $7,606,585

Scheduled Debts: $18,804,543

A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-64169.pdf

The petition was signed by Steven Glass, attorney in fact.


WASHINGTON MUTUAL: Shareholders Can't Make New Plan Arguments
-------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that Judge Mary F. Walrath rejected a request by
Washington Mutual shareholders to make new arguments against the
Debtors' Chapter 11 plan.  Judge Walrath gave no explanation for
rejecting the request.  The official shareholder committee opposed
confirmation of the Plan.

The Plan proposes to distribute $7 billion to creditors but wipe
out shareholders.  According to Ms. Brickley, shareholders said
renewed Chapter 11 plan arguments were warranted due to an event
that they contend significantly increases the amount of value
Washington Mutual has to distribute: a delay in the parent
Company's abandonment of its equity stake in WaMu.  Ms. Brickley
relates the equity is worthless in and of itself, as WaMu was sold
to J.P. Morgan Chase & Co. after being seized by regulators.
However, it entitles Washington Mutual to take advantage of tax
breaks due to the losses it sustained when the thrift was seized.
By waiting until next year to shed the WaMu equity, Washington
Mutual boosted the size of the tax breaks available to it.

Once out of bankruptcy, Ms. Brickley relates, WaMu will continue
to exist as a shell, operating an insurance company in "run-off,"
that is, writing no new business but managing existing policies.
At confirmation hearings, WaMu said it expects the reorganized
company to be able to use $100 million worth of tax breaks to
shelter the income from its severely curtailed continuing
operations.

The plan confirmation trial concluded December 7.  The Troubled
Company Reporter, citing a Dow Jones' Daily Bankruptcy Review
article, reported December 21, 2010, that Judge Walrath said she
won't rule on the Plan this year.

The TCR, citing Reuters Legal, reported that the settlement
requires court approval by December 31 but Judge Walrath said the
court could not meet that deadline.  She ordered the parties to
advise her by December 29 if they would extend the deadline for
her opinion to January 31.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WEST VIRGINIA NATIONAL: AM Best Cuts Issuer Credit Rating to BB
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and issuer credit rating to "bb" from "bbb-"
of West Virginia National Auto Insurance Company (West Virginia
National Auto) (Morgantown, WV).  The outlook for both ratings is
stable.

The downgrades reflect West Virginia National Auto's declining
capitalization trend driven by its recent and projected growth in
premium volume and associated liabilities.  As a result, the
company faces additional risks in the pricing, claims and
reserving associated with its new business expansion in Virginia
amid competitive market conditions.  Also, the company's earnings
in recent years have been dampened by consistently unprofitable
underwriting results and expense issues.

These negative rating factors are partially offset by West
Virginia National Auto's fair capitalization, generally profitable
operating results and management's local market knowledge
specializing in non-standard automobile risks.  A.M. Best will
continue to monitor the company's operating performance and
overall capitalization to ensure these factors remain within A.M.
Best's expectations.


WISE METALS: S&P Withdraws 'CCC' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'CCC'
corporate credit and 'CC' senior secured debt ratings on aluminum
can sheet manufacturer Wise Metals Group LLC at the company's
request.

The company recently redeemed its previously rated secured notes.


WORKFLOW MANAGEMENT: Obtains Final Approval to Use Cash Collateral
------------------------------------------------------------------
On December 16, 2010, the U.S. Bankruptcy Court for the Eastern
District of Virginia granted, on a final basis, Workflow
Management, Inc., et al., permission to use cash collateral of the
Prepetition Secured Parties to fund their Chapter 11 case, pay
suppliers and other parties, from December 16, 2010, until
February 4, 2011, provided that all payments will be made pursuant
to an approved budget.

As adequate protection for the Debtors' use of their cash
collateral, the Prepetition Secured Parties are granted allowed
super-priority administrative expense claims, replacement liens on
all property acquired by the Debtors after the Petition Date,
including the proceeds of causes of action arising under chapter 5
of the Bankruptcy Code, and the accrual or payment of interest and
fees, as provided in the Final Order.

The Final Order relating to the Debtors' use of cash collateral
also requires, among other things, that Debtors obtain Bankruptcy
Court approval of a disclosure statement explaining the Debtors'
Chapter 11 plan of reorganization by January 18, 2011.

As of the Petition Date, the total amount of outstanding first-
lien debt was $141,553,802.26 in principal, and $4,819,000.00 in
undrawn Letters of Credit, and the total amount of outstanding
second-lien debt was $190,936,685.80 in principal.

The agent for the first-lien lenders is Credit Suisse, Cayman
Islands Branch, and the agent for the second-lien lenders is
Silver Point Finance LLC.  The obligations to the first-lien and
second-lien lenders are secured by liens on and security interests
in essentially all of the personal and real property of the
Debtors who are Loan Parties, and all proceeds thereof, including
the Cash Collateral.

A complete text of the Final Cash Collateral Order is available
for free at:

  http://bankrupt.com/misc/workflow.finalcashcollateralorder.pdf

                      About Workflow Management

Headquartered in Dayton, Ohio Workflow Management, Inc., fka
Workflow Graphics, Inc. -- http://www.workflowone.com/-- offers
commercial printing services, including print buying and document
management capabilities, through three divisions: WorkflowOne,
Freedom Graphics Services, and United Envelope.  It also
distributes office products and promotional items through an
online ordering system.  Its customers include both small and
large companies throughout North America in such sectors as
financial services, health care, retail, and government.

Workflow Management Inc., and its affiliates, filed for Chapter 11
bankruptcy protection on September 29, 2010 (Bankr. E.D. Va. Lead
Case No. 10-74617).  Cullen A. Drescher, Esq., Daniel F. Blanks,
Esq., Douglas M. Foley, Esq., and Patrick L. Hayden, Esq., at
McGuireWoods LLP; Sarah Beckett Boehm, Esq., at McGuireWoods LLP;
and Rosa J. Evergreen, Esq., at Arnold & Porter LLP, assist the
Debtors in their restructuring effort.  Arnold & Porter LLP is the
Debtors' special counsel.  Kaufman & Canoles, P.C., is the
Debtors' corporate counsel.  FTI Consulting is the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.

Workflow Management estimated assets and debts at $100 million
to $500 million as of the Chapter 11 filing.


XODTEC LED: Barron Partners Discloses 4.1% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on December 13, 2010, Barron Partners LP disclosed that
it beneficially owns 1,000,000 shares of Xodtec Group USA, Inc.
common stock representing 4.1% of the shares outstanding.  The
number of shares of Xodtec Led, Inc.'s common stock outstanding,
as of October 11, 2010 was 25,364,827.

                          About Xodtec LED

Headquartered in Jhonghe City, Taiwan, Xodtec LED, Inc. is a
Nevada corporation incorporated on November 29, 2006, under the
name Sparking Events, Inc.  On June 28, 2009, the Company's
corporate name was changed to "Xodtec Group USA, Inc." and on
May 17, 2010, the Company's corporate name was changed to "Xodtec
LED, Inc."

The Company, through its subsidiaries, is engaged in the design,
marketing and selling of advanced lighting solutions which are
designed to use less energy and have a longer life than
traditional incandescent, halogen, fluorescent light sources.  The
Company's wholly-owned subsidiaries, Xodtec Technology Co., Ltd.;
Targetek Technology Co., Ltd.; UP Technology Co., Ltd., are
organized under the laws of the Republic of China (Taiwan).  The
Company also owns a 35% interest in Radiant Sun Development S.A.,
a company organized under the laws of the Independent State of
Samoa.

The Company's balance sheet at August 31, 2010, showed
$1.7 million in total assets, $3.1 million in total liabilities,
and a stockholders' deficit of $1.4 million.


Z TRIM HOLDINGS: E. Smith Discloses 70.2% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on December 13, 2010, Edward B. Smith, III disclosed
that he beneficially owns 18,638,665 shares of common stock of Z
Trim Holdings, Inc. common stock representing 70.2% of the shares
outstanding.  At November 9, 2010, there were 8,000,814 shares of
common stock outstanding.

Each of Brightline Capital Management, LLC, Nick Khera and
Brightline Ventures I, LLC owns 18,568,665 shares of common stock
representing 69.9% equity stake.

On November 29, 2010, Brightline Ventures purchased 7.07 preferred
stock units of the Company and on December 7, 2010, Brightline
Ventures purchased 220.6266 Preferred Stock Units.  Each Preferred
Stock Unit consists of 2,000 shares of Series I, 8%, convertible
preferred stock, par value $0.01 per share and one five-year
warrant to immediately purchase 15,000 Shares at an exercise price
of $1.50 per Share.  The Preferred Stock is convertible at the
rate of $1.00 per share into Shares.

The funds for the purchase of the Preferred Stock Units by
Brightline Ventures came from the working capital of Brightline
Ventures, over which Messrs. Khera and Smith, through their roles
at Brightline Capital, exercise investment discretion.  No
borrowed funds were used to purchase the Preferred Stock Units
from the Issuer, other than any borrowed funds used for working
capital purposes in the ordinary course of business.  The total
cost for the Preferred Stock Units purchased on November 29, 2010
by Brightline Ventures was $70,700 and the total cost for the
Preferred Stock Units purchased on December 7, 2010 by Brightline
Ventures was $2,206,266.

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

The Company's balance sheet as of June 30, 2010, showed
$4.4 million in total assets, $14.8 million in total liabilities,
and a stockholders' deficit of $10.4 million.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
suffered recurring losses from operations and requires additional
financing to continue in operation.

The Company discloses in its latest 10-Q that it does not expect
or anticipate that its concerns over its ability to continue as a
going concern will have any impact on its ability to raise capital
from internal and external sources.


* Municipal Investors Grow Pickier About Insurers' Fin'l Health
---------------------------------------------------------------
Amid the recent sell-off in the U.S. municipal-bond market,
investors are increasingly differentiating between state and local
governments with strong finances and those facing big fiscal woes,
Dow Jones' Small Cap reports.

According to the report, that trend could have significant
implications for holders of bonds issued by weaker state and local
governments, some of which are already paying higher interest
rates and have seen the prices of their bonds decline in value.

The report relates that the growing gap between what the strongest
and weakest government issuers pay to borrow brings unpleasant
echoes of the European debt crisis, where escalating yields paid
by countries such as Greece and Ireland made their fiscal
situations untenable.

For muni investors, the scenario could prove similar - a series of
rolling crises as the spotlight goes from one troubled issuer to
the next, the report notes.

Dow Jones' says that underlying this dynamic are issuers
struggling not just with budget woes, but with higher borrowing
costs that end up inflating budget deficits.


* Foreclosure Filings 2010 Show No Shortage of Foreclosed Homes
---------------------------------------------------------------
Record numbers of foreclosures hit the market in 2010, as well as
record numbers of people looking to buy them, reports Foreclosure
Deals, a leading online provider of foreclosure news and
information, in a year-end Foreclosure Filings 2010 review.  The
record-breaking trend of 2009 continued throughout the year, as
foreclosures have remained high and many experts are expecting
them to climb even higher in 2011.  As a result, says James Foxx,
a Foreclosure Deals business analyst, many buyers are flocking to
the foreclosure market in search of low prices to match record-low
mortgage interest rates.

"2010 was a big year for foreclosure investing, and 2011 is
shaping up to be very similar," Foxx remarked.

After a record 2.8 million homes entered foreclosure proceedings
in 2009, experts predicted foreclosure filings 2010 would surge
even higher.  As a response, Congress and the Federal Reserve
pledged to do something about it.  Interest rates were set low,
partly as an encouragement to buyers to start buying up surplus
foreclosure homes. Talk of legislation designed to reduce
foreclosure filings began spreading in Washington.

The year began with a customary January slump, as foreclosure
activity fell 10%. By February, foreclosures were up by only 6%
from the previous year, the lowest increase in foreclosures since
the epidemic began.  In March, the White House revealed its plan
to curb foreclosures.  The plan provided increased funding for
foreclosure education while giving lenders incentives for
providing loan modification and refinancing for troubled
homeowners.  Experts, however, warned that this would only stall
foreclosures, as loan modification couldn't help everybody with
trouble paying their mortgage.

By the end of April, these fears seemed well founded.  New
statistics revealed that foreclosures in the first quarter were
35% higher than in 2009.  A closer look at the numbers revealed
that much of this increase was in bank repossessions and REO
homes, the last stage of foreclosure.  There was a much slower
growth rate in new foreclosure listings coming onto the market.
With moratoriums expiring and banks looking to clear out backlogs
of defaulted homes, millions more properties were set to be
foreclosed.

As the hot months dragged on, the trend of increased bank
foreclosures, but slower-than-normal growth in new foreclosures,
continued.  Summer also saw large increases in metropolitan
foreclosures, and the infamous foreclosure-hotbed states of
California, Nevada, Florida, and Arizona suddenly accounted for 19
of the top 20 foreclosure cities in the nation.

By September, industry figures warned that since economic
conditions were not improving, the scene was set for more
foreclosures.  Then came a public outcry over the scandal at Bank
of America and JP Morgan, where officials were discovered to have
issued foreclosures on homes without even bothering to review
them.  The story illuminated the frustration with the foreclosure
filings 2010 problem, as even the banks seemed to be overwhelmed
by the sheer volume of properties.

Despite that October and November saw further decreases in new
foreclosures, buyers should be aware that a swell in new
foreclosures could happen at any time as loan modification periods
expire and more homeowners fall further behind on mortgage
payments in 2011.

ForeclosureDeals.com Business Analyst James Foxx is quick to point
out the positives for these interested in buying foreclosure
houses.

"We saw a lot more repossessions, but we also saw record numbers
of homebuyers at foreclosure sales," remarked Foxx.  "Foreclosures
are selling at rock-bottom prices, and they remain the best way
for first-time homebuyers or investors to find the best deals.  I
think it's clear that statistics for foreclosures in 2011 are
going to look very similar to those for foreclosure filings 2010."



* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re A Child's Dream Learning Center, Inc.
   Bankr. D. Ariz. Case No. 10-38940
      Chapter 11 Petition filed December 6, 2010
          See http://bankrupt.com/misc/azb10-38940.pdf

In Re Rosemont, LLC
   Bankr. D. Ariz. Case No. 10-38993
      Chapter 11 Petition filed December 6, 2010
         filed pro se

In Re Charlotte R. Roa
   Bankr. C.D. Calif. Case No. 10-49199
      Chapter 11 Petition filed December 6, 2010
          See http://bankrupt.com/misc/cacb10-49199.pdf

In Re Zippy's Currency X-Change Inc.
   Bankr. C.D. Calif. Case No. 10-62064
      Chapter 11 Petition filed December 6, 2010
          See http://bankrupt.com/misc/cacb10-62064.pdf

In Re Streetcar Charlies, LLC
   Bankr. M.D. Fla. Case No. 10-29218
      Chapter 11 Petition filed December 6, 2010
          See http://bankrupt.com/misc/flmb10-29218.pdf

In Re Norman Quintero Ministries, Inc.
   Bankr. S.D. Fla. Case No. 10-47196
      Chapter 11 Petition filed December 6, 2010
         filed pro se

In Re Amanda C. McLeod
   Bankr. M.D. Ga. Case No. 10-54094
      Chapter 11 Petition filed December 6, 2010
          See http://bankrupt.com/misc/gamb10-54094.pdf

In Re Marland J. McLeod
   Bankr. M.D. Ga. Case No. 10-54093
      Chapter 11 Petition filed December 6, 2010
          See http://bankrupt.com/misc/gamb10-54093.pdf

In Re Move of God Miracle Cathedral, Inc.
   Bankr. N.D. Ga. Case No. 10-14561
      Chapter 11 Petition filed December 6, 2010
          See http://bankrupt.com/misc/ganb10-14561.pdf

In Re Effingham Housing Alternatives, Ltd.
   Bankr. S.D. Ga. Case No. 10-42629
      Chapter 11 Petition filed December 6, 2010
          See http://bankrupt.com/misc/gasb10-42629.pdf

In Re Salzburger Properties, Inc.
   Bankr. S.D. Ga. Case No. 10-42628
      Chapter 11 Petition filed December 6, 2010
          See http://bankrupt.com/misc/gasb10-42628.pdf

In Re DR Dickson, LLC
   Bankr. W.D. La. Case No. 10-81887
      Chapter 11 Petition filed December 6, 2010
          See http://bankrupt.com/misc/lawb10-81887.pdf

In Re Best For Less Granite, LLC
   Bankr. W.D. La. Case No. 10-81888
      Chapter 11 Petition filed December 6, 2010
          See http://bankrupt.com/misc/lawb10-81888.pdf

In Re John V. Frankowski
   Bankr. D. N.J. Case No. 10-47729
      Chapter 11 Petition filed December 6, 2010
          See http://bankrupt.com/misc/njb10-47729.pdf

In Re Farmville Group, LLC
   Bankr. E.D. Va. Case No. 10-20336
      Chapter 11 Petition filed December 10, 2010
         filed pro se

In Re Housemasters Design/Build Professionals, Inc.
   Bankr. D. Kan. Case No. 10-42215
      Chapter 11 Petition filed December 13, 2010
         See http://bankrupt.com/misc/ksb10-42215.pdf

In Re Lester Joseph Temple, Jr.
         aka Mickey Temple
         dba L.J. Temple Landscaping Services
       Lorraine Ann Temple
   Bankr. D. Md. Case No. 10-37947
      Chapter 11 Petition filed December 13, 2010
         See http://bankrupt.com/misc/mdb10-37947.pdf

In Re Gaoussou Kouyate
      Fatoumata Kouyate
   Bankr. S.D. N.Y. Case No. 10-16601
      Chapter 11 Petition filed December 13, 2010
         See http://bankrupt.com/misc/nysb10-16601.pdf

In Re Reliatech Sales & Service, LLC
   Bankr. W.D. N.Y. Case No. 10-15242
      Chapter 11 Petition filed December 13, 2010
         See http://bankrupt.com/misc/nywb10-15242.pdf

In Re Clinton Scott Tucker
        aka Sunsational Tanning Center
        dba Sunsational Tanning Salon, LLC
      Delynn G. Tucker
   Bankr. D. Ore. Case No. 10-67281
      Chapter 11 Petition filed December 13, 2010
         See http://bankrupt.com/misc/orb10-67281.pdf

In Re TILIA, Inc.
        aka Laboratorio Clinico Las, Ameri
   Bankr. D. Puerto Rico Case No. 10-11627
      Chapter 11 Petition filed December 13, 2010
         See http://bankrupt.com/misc/prb10-11627.pdf

In Re Perlock Center, L.L.C.
   Bankr. E.D. Va. Case No. 10-38527
      Chapter 11 Petition filed December 13, 2010
         See http://bankrupt.com/misc/vaeb10-38527.pdf

In Re 13602 N 50TH LLC
   Bankr. D. Ariz. Case No. 10-39769
      Chapter 11 Petition filed December 14, 2010
         filed pro se

In Re Marcia Black
   Bankr. D. Ariz. Case No. 10-39851
      Chapter 11 Petition filed December 14, 2010
         See http://bankrupt.com/misc/azb10-39851.pdf

In Re Nujya Anmwhfit Muhammad
        fka Nujah Muhammad
        fka Nujya Strawder
   Bankr. C.D. Calif. Case No. 10-50088
      Chapter 11 Petition filed December 14, 2010
         filed pro se

In Re Maria M. Bedolla
   Bankr. N.D. Calif. Case No. 10-62765
      Chapter 11 Petition filed December 14, 2010
         filed pro se

In Re Glo Investments, LLC
   Bankr. S.D. Fla. Case No. 10-47962
      Chapter 11 Petition filed December 14, 2010
         filed pro se

In Re Myers Electrical Inc.
   Bankr. D. Kan. Case No. 10-14169
      Chapter 11 Petition filed December 14, 2010
         See http://bankrupt.com/misc/ksb10-14169.pdf

In Re Turtlefuns, Incorporated
   Bankr. D. Mass. Case No. 10-23505
      Chapter 11 Petition filed December 14, 2010
         See http://bankrupt.com/misc/mab10-23505p.pdf
         See http://bankrupt.com/misc/mab10-23505c.pdf

In Re Doreen Boyle
   Bankr. D. Nev. Case No. 10-33263
      Chapter 11 Petition filed December 14, 2010
         See http://bankrupt.com/misc/nvb10-33263.pdf

In Re Esteban Vega-Alonso
      Elvira Vega
   Bankr. D. Nev. Case No. 10-33269
      Chapter 11 Petition filed December 14, 2010
         See http://bankrupt.com/misc/nvb10-33269.pdf

In Re Ravinder Kaur Johal
      Gurdeep Singh
   Bankr. D. Nev. Case No. 10-54862
      Chapter 11 Petition filed December 14, 2010
         See http://bankrupt.com/misc/nvb10-54862.pdf

In Re Our Daily Soup, LLC
   Bankr. D. N.J. Case No. 10-48529
      Chapter 11 Petition filed December 14, 2010
         See http://bankrupt.com/misc/njb10-48529.pdf

In Re Levine Design, Inc.
   Bankr. W.D. Pa. Case No. 10-28821
      Chapter 11 Petition filed December 14, 2010
         See http://bankrupt.com/misc/pawb10-28821.pdf

In Re Michael Thomas Sondgeroth
      Luzviminda Jiminez Sondgeroth
   Bankr. D. Ariz. Case No. 10-39983
      Chapter 11 Petition filed December 15, 2010
         See http://bankrupt.com/misc/azb10-39983.pdf

In Re Gas Plumbing Services, Inc.
   Bankr. M.D. Fla. Case No. 10-22181
      Chapter 11 Petition filed December 15, 2010
         See http://bankrupt.com/misc/flmb10-22181.pdf

In Re Group Molinari, LLC
   Bankr. S.D. Fla. Case No. 10-48005
      Chapter 11 Petition filed December 15, 2010
         See http://bankrupt.com/misc/flsb10-48005.pdf

In Re Bullhead 1117, LLC
   Bankr. D. Nev. Case No. 10-33331
      Chapter 11 Petition filed December 15, 2010
         See http://bankrupt.com/misc/nvb10-33331p.pdf
         See http://bankrupt.com/misc/nvb10-33331c.pdf

In Re YEAH! Inc.
   Bankr. D. Puerto Rico Case No. 10-11744
      Chapter 11 Petition filed December 15, 2010
         See http://bankrupt.com/misc/prb10-11744.pdf

In Re Bandera Elite Holdings, Inc.
        dba Cedar Creek Nursing and Rehabilitation Center
   Bankr. N.D. Texas Case No. 10-48143
      Chapter 11 Petition filed December 15, 2010
         See http://bankrupt.com/misc/txnb10-48143.pdf

In Re Sulphur Springs Elite Holdings, Inc.
        dba Sunny Springs Nursing and Rehabilitation Center
   Bankr. N.D. Texas Case No. 10-48144
      Chapter 11 Petition filed December 15, 2010
         See http://bankrupt.com/misc/txnb10-48144.pdf

In Re Edgar Reinoso
      Linda Reinoso
   Bankr. C.D. Calif. Case No. 10-63610
      Chapter 11 Petition filed December 16, 2010
         filed pro se

In Re Astro Tel, Inc.
   Bankr. M.D. Fla. Case No. 10-29992
      Chapter 11 Petition filed December 16, 2010
         See http://bankrupt.com/misc/flmb10-29992.pdf

In Re MLJAFA, Inc.
        dba Papa Joe's Restaurant
   Bankr. N.D. Ill. Case No. 10-55569
      Chapter 11 Petition filed December 16, 2010
         See http://bankrupt.com/misc/ilnb10-55569.pdf

In Re Baer Architecture Group, Inc.
   Bankr. D. Mass. Case No. 10-46155
      Chapter 11 Petition filed December 16, 2010
         See http://bankrupt.com/misc/mab10-46155.pdf

In Re Richard Garofano
   Bankr. D. Mass. Case No. 10-23621
      Chapter 11 Petition filed December 16, 2010
         See http://bankrupt.com/misc/mab10-23621.pdf

In Re ResCom Northpark, LLC
   Bankr. S.D. Miss. Case No. 10-04419
      Chapter 11 Petition filed December 16, 2010
         See http://bankrupt.com/misc/mssb10-04419.pdf

In Re Aesthetics Dental Laboratory LLC
   Bankr. D. Neb. Case No. 10-43747
      Chapter 11 Petition filed December 16, 2010
         See http://bankrupt.com/misc/neb10-43747.pdf

In Re 6920 REDFIELD LLC
   Bankr. D. Ariz. Case No. 10-40284
      Chapter 11 Petition filed December 17, 2010
         filed pro se

In Re Lexani Limousines, LLC
        fdba Avalon Limousines, LLC
   Bankr. D. Ariz. Case No. 10-40351
      Chapter 11 Petition filed December 17, 2010
         See http://bankrupt.com/misc/azb10-40351.pdf

In Re Valentin Delafuente
        aka JoJo Delafuente
        dba April Garden Villa
        aka JoJo De La Fuente
   Bankr. N.D. Calif. Case No. 10-62890
      Chapter 11 Petition filed December 17, 2010
         See http://bankrupt.com/misc/canb10-62890.pdf

In Re Tara Lynn McCoy
        aka Tara L McCoy
        aka Tara McCoy
   Bankr. D. Colo. Case No. 10-41415
      Chapter 11 Petition filed December 17, 2010
         See http://bankrupt.com/misc/cob10-41415.pdf

In Re S.L.R.C., L.L.P.
   Bankr. M.D. Fla. Case No. 10-10845
      Chapter 11 Petition filed December 17, 2010
         See http://bankrupt.com/misc/flmb10-10845.pdf

In Re Zane & Co. Hair Salon Inc.
        dba Casablanca Beauty Center
   Bankr. M.D. Fla. Case No. 10-10839
      Chapter 11 Petition filed December 17, 2010
         See http://bankrupt.com/misc/flmb10-10839.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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