TCR_Public/101229.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 29, 2010, Vol. 14, No. 359

                            Headlines

ADVENTURE ENTERTAINMENT: Closing Some Stores to Reorganize
AMBAC FINANCIAL: Said to Be in Talks on Allocation of $7.3 Billion
AMBAC FINANCIAL: Files Schedules of Assets & Liabilities
AMBAC FINANCIAL: Files Statement of Financial Affairs
AMBAC FINANCIAL: Sec. 341 Meeting of Creditors Set for Jan. 24

ANF ASBURY: Property Sold, Wants Reorganization Case Dismissed
ANIXTER INTERNATIONAL: Fitch Affirms 'BB+' Issuer Default Rating
ANTERO RESOURCES: S&P Downgrades Rating on $525 Mil. Notes to 'B-'
ARVINMERITOR INC: K. Nowlan Owns 46,290 Shares of Common Stock
BEVAN BELLEVUE: To Close Jewelry Store on January 15

BLOCKBUSTER INC: Asks for Plan Exclusivity Until March 21
BLOCKBUSTER INC: Equity Holders Want Rule 2004 Exam on Debtors
BLOCKBUSTER INC: Lyme Regis Sues Icahn, Objects to Claims
BLOCKBUSTER INC: Proposes to Continue Store Closing Sales
BRAND ENERGY: Moody's Reviews 'B2' Corporate Family Rating

BROOKSTONE INC: S&P Downgrades Corporate Credit Rating to 'SD'
BUTTERMILK TOWNE: 6th Cir. BAP Reverses Cash Collateral Order
CDR-V, LLC: Voluntary Chapter 11 Case Summary
CEDENCO JV: Files Chapter 15 Petition in California
CEDENCO JV: Chapter 15 Case Summary

CITIZENS REPUBLIC: DBRS Cuts Issuer & Senior Debt Rating to 'CCC'
CITIZENS SECURITY: AM Best Upgrades Issuer Credit Rating to 'b+'
CLEARWIRE CORP: Amends Equityholders' Agreement with Intel
CLEARWIRE CORP: Amends Equityholders' Agreement with Sprint
CLEVELAND UNLIMITED: Misses Notes' Payment; Cut by Moody's to 'D'

CNO FINANCIAL: AM Best Upgrades Financial Strength Rating to 'B+'
COMMUNITY-GENERAL HOSPITAL: Moody's Junks Long-Term Bond Rating
COMSTOCK MINING: P. Palmedo Discloses 18.76% Equity Stake
CONSTELLATION BRAND: Moody's Affirms 'Ba3' Corporate Family Rating
CONTINENTAL COMMON: Has Access to PNC Cash Coll. Until Feb. 21

CONTINENTAL COMMON: Files Schedules of Assets and Liabilities
COOPERATIVE DE SEGUROS: AM Best Keeps B- Financial Strength Rating
CORMELLO LLC: Files for Bankruptcy Amid Public Nuisance Clamor
CREDIT-BASED ASSET: Proofs of Claim Due by January 31
CREDITRON FINANCIAL: Could End Up in Chapter 7 Liquidation

CROSSTOWN STOR-N-MORE: Plan Outline Hearing Moved to Jan. 24
DIGITAL REALTY: Fitch Affirms 'BB+' Preferred Stock Rating
DUNKIN' BRANDS: S&P Assigns Corporate Credit Rating at 'B'
DUPONT FABROS: S&P Affirms 'BB-' Corporate Credit Ratings
ELEPHANT TALK: Withdraws Post-Effective Amendment of Form S-8

FAIRPOINT COMMUNICATIONS: Wins Vermont Settlement Approval
FAIRPOINT COMMUNICATIONS: Wins Vermont Settlement Approval
FAYETTEVILLE MARKETFAIR: Gives Up Assets to Capmark Finance
FIRST MAGNUS: Court Upholds Summary Judgment in Stonewater Suit
FORT WAYNE TELSAT: District Court Affirms Approval of Settlement

GLOBAL CAPACITY: Drops DIP Loan Motion Following Objections
GREAT ATLANTIC & PACIFIC: Amends List of Largest Unsec. Creditors
GREAT ATLANTIC & PACIFIC: Seeks to Drop Add'l 25 Store Leases
GREAT ATLANTIC & PACIFIC: To Cut Pricing on $350MM DIP Loan
GREAT ATLANTIC & PACIFIC: US Trustee Names 9 to Creditors' Panel

GREEN MOUNTAIN: S&P Assigns 'B' Corporate Credit Rating
GULF FLEET: Has $2.35 Million Bid for Gulf Sabre Vessel
GYRO-TRAC: Bankr. Court Confirms Plan Over BMO's Objection
HEADWATERS INCORPORATED: Moody's Keeps 'B3' Corp. Family Rating
HOVNANIAN ENTERPRISES: Has $2.59MM Net Profit for FY Ended Oct. 31

INSIGHT GLOBAL: S&P Gives Positive Outlook, Affirms 'B' Rating
INSIGHT HEALTH: Confirmation Hearing Set for Jan. 25
INTRALINKS INC: Moody's Upgrades Corporate Family Rating to 'B1'
JEAN DETHIERSANT: Can Use Cash Collateral Until April 1
JERSEY ISLAND: Exclusive Plan Filing Period Extended to February 4

JO-ANN STORES: S&P Puts 'BB-' Rating on CreditWatch Negative
JOHN COLBERT: Plan Documents Contain Typos, Undefined Terms
JOHN KONECNIK: Files Amended Disclosure Statement
JOSEPH-BETH: Gets Final OK to Borrow $8 Million from Webster
JOSEPH-BETH: Wins Nod to Tap DSI as Financial Advisor

JOSEPH-BETH: Neil Van Uum Appointed to Perform Duties of D.I.P.
JUMA TECHNOLOGY: Converge Won't Proceed With Sale Deal
JUNIPER GROUP: Registers 500 Mil. Shares for 2011 Benefit Plan
KINGSWAY FINANCIAL: S&P Affirms 'CCC-' Counterparty Credit Ratings
KONSTANTINO KOURIS: Schnorr Suit Goes Back to State Court

LA VILLITA: Section 341(a) Meeting Scheduled for Jan. 24
LEHMAN BROTHERS: European Unit Loses Suits Over 5 Swap Agreements
LEHMAN BROTHERS: More Than $1.1 Bil. Already Paid to Advisors
LEHMAN BROTHERS: Receives Counter-Suit From JPMorgan
LEHMAN BROTHERS: Wendy Uvino Sues Lehman, A&M & Hershan

LEUCADIA NATIONAL: Fitch Affirms 'BB+' Issuer Default Rating
LOEHMANN'S HOLDINGS: Creditors Seek to Hire Hahn & Hessen, CBIZ
LOS GATOS: Case Summary & 20 Largest Unsecured Creditors
MAJESTIC LIQUOR: Plan of Reorganization Wins Court Approval
MAJESTIC LIQUOR: Unit Files Schedules of Assets and Liabilities

MAMMOTH HENDERSON: Bankruptcy Court Closes Reorganization Case
N.L.C. UNITRUST: Section 341(a) Meeting Scheduled for Jan. 14
NATIONAL COAL: Deregisters Shares of Common Stock
NEW CLINTON AUTO: Ex-Parte Joint Administration Motion Denied
NORCRAFT HOLDINGS: Moody's Gives Neg. Outlook, Affirms 'B2' Rating

NORTEL NETWORKS: Seeks to Seize $37.9MM in Exec Retirement Savings
NORTHWESTERN STONE: Section 341(a) Meeting Scheduled for Jan. 13
P&C POULTRY: Has Until April 25 to Propose Chapter 11 Plan
P&C POULTRY: Can Access East West Bank's Cash Until January 19
P&C POULTRY: U.S. Trustee Forms 4-Member Creditors Committee

PAUL ROSA: To Start Liquidation Sale Soon
PEARL COS: Unsecured Creditors Panel Files Rival Exit Plan
PRIUM MEEKER: Plan of Reorganization Wins Court Approval
PRIUM SPOKANE: Section 341(a) Meeting Scheduled for Jan. 28
PROFESSIONAL VETERINARY: Files Committee-Backed Liquidating Plan

QUEPASA CORP: Receives $12.6MM from Sale of 1.7MM Shares
RAY ANTHONY: Can Use CAT Financial's Cash Collateral Until Jan. 11
RAY ANTHONY: Lets Textron Financial Repossess Collateral
RENAISSANT LAFAYETTE'S: Judge Approves Sale to Amalgamated Bank
RHI ENTERTAINMENT: Proofs of Claim Due by January 21

ROCK-TENN CO: S&P Raises Ratings on Senior Unsec. Notes From 'BB+'
S & V INVESTMENT: Ex-Parte Joint Administration Motion Denied
SAINT VINCENTS: Seeks Court's Help on Closing of Nursing Home Sale
SEARCHMEDIA HOLDINGS: Luxor Capital Group Has 5.3% Equity Stake
SHERIDAN INVESTMENT: Moody's Assigns 'B2' Corporate Family Rating

SPANSION INC: Patent Loss to Samsung Will Stand, ITC Says
STEWART & STEVENSON: S&P Gives Positive Outlook, Keeps 'B-' Rating
TAYLOR BEAN: Selene Offers 36% of Face for Mortgage Loans
TBS INTERNATIONAL: Lenders Extend Forbearance Until Jan. 31
TOWNSENDS INC: DIP Financing & Cash Collateral Use Get Interim OK

TOWNSENDS INC: Gets Court OK to Hire Donlin Recano as Claims Agent
TOWNSENDS INC: Taps Morris Nichols as Bankruptcy Counsel
TRUE NORTH FINANCE: Withdraws Form S-1 Registration Statement
TWAIN CONDOMINIUMS: Section 341(a) Meeting Scheduled for Jan. 20
U.S. CONCRETE: Warrants Freely Tradable by Holders

VICTOR VALLEY: Court Enters Order Approving Sale of Company to VHA
VILICA LLC: Section 341(a) Meeting Scheduled for Jan. 12
VULCAN ENERGY: S&P Retains 'BB' Rating on $280 Mil. Senior Loan
WECK CORP: Has Until March 11 to File Chapter 11 Plan
WHITNEY HOLDING: S&P Puts 'BB/B' Rating on CreditWatch Positive

W.R. GRACE: Judge to Issue Ruling on Plan Confirmation in January

* Bailed-Out Banks Slip Toward Failure, ABI Reports
* Credit Suisse Sells Loan Portfolio to Apollo at Steep Discount
* Neuberger Berman Founder Dies at 107

* Upcoming Meetings, Conferences and Seminars

                            *********

ADVENTURE ENTERTAINMENT: Closing Some Stores to Reorganize
----------------------------------------------------------
Bryan Gentry at The News & Adventure reports that Adventure
Entertainment said it is closing some stores as it reorganizes its
business.  The Company did not identify the closing dates for the
stores, according to the report.

Based in Virginia, Roanoke, Adventure Entertainment Inc. dba Movie
Starz Video filed for Chapter 11 bankruptcy protection on Oct. 21,
2010 (Bankr. W.D. Va. Case No. 10-72517).  Andrew S. Goldstein,
Esq., at Magee Goldstein Lasky & Sayers, P.C., represents the
Debtor.  The Debtor estimated assets between $500,000 and
$1 million, and debts between $1 million and $10 million.


AMBAC FINANCIAL: Said to Be in Talks on Allocation of $7.3 Billion
------------------------------------------------------------------
A lawyer for Ambac Financial Group, Inc., told Judge Shelley C.
Chapman of the U.S. Bankruptcy Court for the Southern District of
New York at a December 21, 2010 hearing that the company is
discussing with creditors and regulators the allocation of
$7.3 billion in net operating losses, Tiffany Kary of Bloomberg
News reports.

"We're in trilateral negotiations with the committee and [State
of Wisconsin's Office of the Commissioner of Insurance] with
respect to a global solution," counsel to the Debtor, Todd Panos,
Esq., was quoted by Bloomberg at the hearing as saying.

AFG's operations arm, Ambac Assurance Corporation, is in
rehabilitation proceedings before the Dane County Circuit Court
in Wisconsin.  The State of Wisconsin's Office of the
Commissioner of Insurance acts as rehabilitator of AAC's $50-
billion segregated account in the proceedings, Bloomberg notes.

Mr. Panos stated that an agreement among the parties will resolve
the amount to be paid by AAC to AFG for items, including tax
refunds, Bloomberg relates.

A subsequent report by Bill Rochelle of Bloomberg News related
that the talks may result in a revised rehabilitation plan for
AAC and a new term sheet for AFG's Chapter 11 case.

Mr. Rochelle said a trial was held in the Wisconsin Court over
whether to approve the proposed rehabilitation plan of AAC.  The
article noted that an allocation of the $7 billion in NOLs was a
matter of contention.  According to the article, some
policyholders were against the rehabilitation plan, contending
that giving up the NOLs to AFG shortchanges holders of policies
issued by the insurance subsidiary.

In a separate development, Daniel Filor, Esq., counsel for the
U.S. Government, also informed Judge Chapman of the Government's
intent to move a dispute over the $7.3 billion tax refund to a
federal district court, Bloomberg relates.  Mr. Filor asserted
that the dispute presents novel and complex issues that are
appropriate to be determined by a federal district court, the
news source cites.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Files Schedules of Assets & Liabilities
--------------------------------------------------------

A. Real Property                                            $0

B. Personal Property
B.1 Cash on hand
    Citibank, NA                                        73,114
B.2 Bank Accounts
    Bank of New York Mellon
      Long-term Assets Money Market Account         40,678,527
      Long-Term Assets Account                      22,500,000
      Treasury Stock Account                                 0
      Operating Money Market Account                         0
      GBP Account                                            0
    Citibank, NA
      Payroll Account                                   71,010
      FSA Account                                        1,753
      Operating Account                                    350
B.3 Security Deposits with public utilities                  0
B.4 Household goods                                          0
B.5 Books                                                    0
B.6 Wearing apparel                                          0
B.7 Furs and jewelry                                         0
B.8 Firearms and sports                                      0
B.9 Interests in insurance policies                          0
    See at
http://bankrupt.com/misc/Ambac_B9InsuranceInterests.pdf
B.10 Annuities                                               0
B.11 Interests in an education IRA                           0
B.12 Interests in IRA/ERISA/Koegh/other pension plans        0
B.13 Stock and interests
     Ambac (Bermuda) Ltd. -- 100%                 Undetermined
     Ambac Assurance Corporation -- 100%          Undetermined
     Lumesis -- 3.1%                              Undetermined
B.14 Interests in partnerships or joint ventures             0
B.15 Government and corporate bonds
    General Obligation Bonds
     Baltimore, MD 10/22                            11,405,000
     Baltimore, MD 10/20                            11,095,000
B.16 Accounts receivable                                     0
    Intercompany
     Ambac Capital Corporation                         489,985
     Ambac Assurance UK Limited                         89,000
     Ambac Financial Services Limited Partnership       80,527
B.17 Alimony, maintenance support, prop. settlements         0
B.18 Other liquidated debts
     Subordinated Promissory Note
      from PFM Asset Management LLC                  3,930,840
     2009 Delaware State Franchise Tax Refund          130,000
     2008 Delaware State Franchise Tax Refund           80,000
     2010 Delaware State Franchise Tax Refund           33,335
B.19 Equitable or future interests, life estates             0
B.20 Contingent and non-contingent interests                 0
B.21 Other contingent and unliquidated claims                0
B.22 Patents, copyrights and other intellectual property     0
B.23 Licenses, franchises and other general intangibles      0
B.24 Customer lists or other compilations                    0
B.25 Automobiles, trucks, trailers, and other vehicles       0
B.26 Boats, motors and accessories                           0
B.27 Aircraft and accessories                                0
B.28 Office equipment, furnishings, and supplies             0
B.29 Machinery, fixtures, equipment and supplies             0
B.30 Inventory                                               0
B.31 Animals                                                 0
B.32 Crops                                                   0
B.33 Farming equipment                                       0
B.34 Farm supplies                                           0
B.35 Other personal property                                 0

    TOTAL SCHEDULED ASSETS                         $90,658,445
    ==========================================================

C. Property Claimed as Exempt                              N/A

D. Creditors Holding Secured Claims
   Ambac Assurance Corp. Tax Sharing Agreement              $0
   Ricoh Americas Corporation Equipment Lease     Undetermined

E. Creditors Holding Unsecured Priority Claims
   Prepetition Wages
    David Wallis                                         4,807
    David Trick                                          2,307
    Michael Callen                                       3,125
    Diana Adams                                          2,163
   Unknown Category
    Department of the Treasury                               0
    New York State Department of Finance                     0
    NYC Department of Finance                                0
    State of Delaware, Division of Corporations              0

F. Creditors Holding Unsecured Nonpriority Claims
   Notes
     Bank of New York Mellon
      5.95% Notes due Dec. 5, 2035                 400,000,000
      6.15% Directly-Issued Subordinated
         Capital Securities due 2087               400,000,000
      9.50% Notes due February 15, 2021            250,000,000
      5.95% Notes due February 28, 2103            200,000,000
      5.875% Notes due March 24, 2103              175,000,000
      9-3/8% Notes due August 1, 2011              122,189,000
      7-1/2% Notes due May 1, 2023                  75,000,000
   Prepetition Expenses
     Ambac Assurance Corporation                     1,754,929
     One State Street                                  213,252
     Morgan, Lewis & Bockius LLP                        60,815
     Proskauer Rose LLP                                 59,055
     Execu Search Group                                 53,095
     Henry D.G. Wallace                                 12,585
     David B. Nemschoff                                 12,500
     Seamlessweb Professional Solutions, LLC            10,940
     Thomas G. Theobald                                 10,728
     Philip Duff                                        10,222
     RR Donnelley Receivables, Inc.                     10,128
     Paul R. Derosa                                     10,000
     Lara S. Unger                                       8,980
     Ring2 Communications                                8,942
     Newmark Knight Frank                                8,567
     Mellon Investor Services LLC                        8,294
     Masergy Communications Inc.                         8,098
     Rothstein Kass Business Advisory Services           7,789
     Jill M. Considine                                   7,630
     Gotham Technology Group                             7,440
     Les Howard Enterprise Inc.                          6,675
     Nuview Systems Inc.                                 4,593
     Hewitt Associates                                   4,494
     Ricoh Americas Corp.                                2,894
     Vital Records Inc.                                  2,802
     Shoreline Records Management, Inc.                  1,798
     Business Wire Inc.                                  1,486
     Thomson Financial LLC                                 872
     Marsh USA, Inc.                                       825
     Versatech Inc.                                        774
     Westlaw Business                                      357
     GRM Information Management Services                   191
     NYSE Market Inc.                                      314
     Bloomberg L.P.                                         78
     Algorithms Inc.                                         0
     Intex Solutions,Inc.                                    0
     Knowledgent Group, Inc.                                 0
     Market Data Management Solutions                        0
     Nuware Technology Corporation                           0
     Starpoint Solutions                                     0
     ThinkInternational LLC                                  0
   Litigation
     Arkansas Teacher Retirement System           Undetermined
     Catherine Rubery                             Undetermined
     Earl Jordan Yaokasin                         Undetermined
     Edward Walton                                Undetermined
     Joseph H. Leone                              Undetermined
     Judy Ehrenreich                              Undetermined
     Karthikeyan V. Veera                         Undetermined
     Marilyn Clark                                Undetermined
     Marilyn Clark                                Undetermined
     Michael W. Kelley                            Undetermined
     Painting Industry Insurance & Annuity Funds  Undetermined
     Public Employees' Retirement System of
      Mississippi                                 Undetermined
     Public School Teachers' Pension &
       Retirement Fund of Chicago                 Undetermined
     Stanley Tolin                                Undetermined
     Water Workers Board of City of Birmingham    Undetermined
     Wayne County Employees' Retirement System    Undetermined
     Trustees of the Police & Fire Retirement
       System of the City of Detroit              Undetermined

    TOTAL SCHEDULED LIABILITIES                 $1,624,513,560
    ==========================================================

                       About Ambac Financial

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

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Files Statement of Financial Affairs
-----------------------------------------------------
Ambac Financial Group, Inc., reported no income from the
operation of its business during the two years immediately
preceding the Petition Date.

AFG Senior Managing Director, Chief Financial Officer and
Treasurer David Trick disclosed that the Debtor received income
other than from the operation of its business during the two
years immediately preceding the Petition Date:

Period              Source                           Amount
------              ------                         ----------
01/01/10-10/31/10   Dividends from subsidiaries    $2,012,667
                     Interest & other income          $318,938
                     Realized gains from
                       debt retirement             $10,692,826
                     Net realized losses on
                       investments                   ($520,825)

01/01/09-12/31/09   Interest & other income        $1,272,167
                     Net realized losses on
                       investments                 $32,120,533

01/01/08-12/31/08   Dividends from subsidiaries  $218,539,800
                     Interest & other income        $4,490,708

Mr. Trick also noted that the Debtor paid a total of $21,496,144
to creditors within 90 days immediately before the Petition Date:

    Creditor                                   Amount Paid
    --------                                   -----------
    Bank of New York as trustee for ABK Debt    $5,937,500
    Bank of New York as trustee for ABK Debt     5,545,312
    Dewey and LeBoeuf LLP                        3,000,000
    Ambac Secs Lit Fund Escrow Agreement         2,500,000
    Dewey and LeBoeuf LLP                        1,500,000
    Morrison and Foerster LLP                    1,294,275
    Wachtell, Lipton, Rosen and Katz             1,060,493
    Blackstone Advisory Services LP                253,048
    Lazard Freres and Co. LLC                      154,715
    Wachtell, Lipton, Rosen and Katz               112,500
    Kurtzman Carson Consultants LLC                100,000
    Mackenzie Partners Inc.                         22,405
    Lazard Freres and Co. LLC                       10,000
    Wage Works                                       1,938
    Wage Works                                       1,184
    Wage Works                                       1,184
    Wage Works                                       1,184
    Wage Works                                         350
    Wage Works                                          56

Mr. Trick further related that the Debtor made payments within
one year immediately preceding the Petition Date to creditors who
are or were insiders, a schedule of such insider payments is
available for free at:

      http://bankrupt.com/misc/Ambac_SofA3C.pdf

Mr. Trick stated that the Debtor is party to these lawsuits and
administrative proceedings within a year immediately preceding
the Petition Date:

  Nature of Proceeding                 Court
  --------------------                 -----
  Shareholder Derivative Suit          U.S. District Court for
                                       the Southern District of
                                       New York

  Securities Litigation - Putative     U.S. District Court for
  Class Action                         the Southern District of
                                       New York

  Shareholder Derivative Suit          Supreme Court of the
                                       State of New York

  Securities Litigation                U.S. District Court for
                                       the Southern District of
                                       New York

  Former Employee Suit for             U.S. District Court for
  ERISA Violations                     the Southern District of
                                       New York

  Breach of Contract Claim from        Supreme Court of New York
  Former Employee                      State

  Securities Litigation -              U.S. District Court for
  Putative Class Action                the Southern District of
                                       New York

  Contract and Tort Claims             U.S. District Court for
                                       the Northern District of
                                       Alabama

The Debtor made payments relating to debt counseling or
bankruptcy to these professionals within one year immediately
before the Petition Date totaling $6,312,038:

  Professional                          Amount Paid
  ------------                          -----------
  Blackstone Advisory Services LP          $253,048
  Dewey & LeBoeuf LLP                     3,000,000
  Dewey & LeBoeuf LLP                     1,500,000
  Kurtzman Carson Consultants LLC           100,000
  Lazard Freres & Co. LLC                   154,715
  Lazard Freres & Co. LLC                    10,000
  Morrison & Foerster LLP                 1,294,275

The Debtor also transferred property either absolutely or as
security within two years immediately preceding the Petition Date
to Ambac Assurance Corporation:

     Nature of Property                   Value
     Transferred                          Received
     ------------------                   --------
     Ambac Capital Corp.                  No Value Received

     Ambac Conduit Funding, LLC           No Value Received

     Contingent Capital Company, LLC      No Value Received

     Rangemark Capital Markets, Inc.;
     Rangemark Financial Services, Inc.;
     Rangemark Credit Management, Inc.;
     Rangemark Investment Management,
     Inc. and Rangemark Solutions, Inc.   $1,083,966

Mr. Trick related that the Debtor has two financial accounts,
which were closed within one year immediately preceding the
Petition Date:

Bank                     Account Description      Closing Date
----                     -------------------      ------------
Bank of New York Mellon    Custody Account         12/15/2009
Bank of New York Mellon    Money Market Fund       12/15/2009

Each of the closed accounts had zero balance.

The Debtor's bookkeepers and accountants who within the two years
immediately preceding the Petition Date kept or supervised the
keeping of books and records are:

Name                         Title                   Period
----                         -----                   ------
Sean Leonard           Senior Vice President &     06/01/05-
                        Chief Financial Officer     12/04/09

David Trick            Senior Managing Director,
                        Chief Financial Officer &   01/06/10-
                        Treasurer                   present

Robert Eisman          Senior Managing Director
                        & Chief Accounting          01/06/10-
                        Officer                     present

KPMG LLP is the Debtor's auditor within two years preceding the
Petition Date.  Similarly, the Debtor's books of account and
records are in possession of KPMG.

Mr. Trick pointed out that as a public company, AFG's financial
statements are in the public domain.

These officers own, control or hold 5% or more of the voting or
equity securities of the Debtor:

                                                 Nature and %
  Name                 Title                  of Stock ownership
  ----                 -----                  ------------------
  David Trick          Chief Financial Officer       0.012%
  David W. Wallis      President, CEO                0.142%
  Diana Adams          Senior Managing Director      0.006%
  Henry D.G. Wallace   Director                      0.009%
  Jill M. Considine    Director                      0.019%
  Kevin J. Doyle       Director                      0.020%
  Laura S. Unger       Director                      0.037%
  Michael A. Callen    Executive Chairman            0.036%
  Paul R. Derosa       Director                      0.026%
  Philip N. Duff       Director                      0.012%
  Robert Bryan Eisman  Chief Accounting Officer      0.016%
  Thomas C. Theobald   Director                      0.020%
  Vanguard Group, Inc. Shareholder                   5.600%

The Debtor's former officers are:

  Name                            Title
  ----                            -----
  Doug Renfield-Miller            Executive Vice President
  Griegg L. Bienstock             Senior Vice President
  Gregory G. Raab                 Sr. Managing Director,
                                  Chief Risk Officer
  Robert Shoback                  Senior Managing Director
  Sean Leonard                    Sr. VP, Chief Finc'l. Officer
  Timothy J. Stevens              Senior Managing Director

The Debtor also prepared a list of withdrawals or distributions
credited or given to an insider, including compensation in any
form, bonuses, loans, stock redemptions, options exercised and
any other perquisite during one year immediately preceding the
Petition Date, a list of which is available for free at:

          http://bankrupt.com/misc/Ambac_SofA23.pdf

The Debtor has been contributing to a Savings Incentive Plan and
Pension Plan at any time within six years immediately before the
Petition Date.  The SIP was terminated on November 5, 2010.  The
Pension Plan was terminated on December 31, 2006, and the Savings
Incentive Plan was terminated on November 5, 2010.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Sec. 341 Meeting of Creditors Set for Jan. 24
--------------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
the creditors of Ambac Financial Group Inc. on January 24, 2011,
at 1:00 p.m. prevailing Eastern Time at 80 Broad Street, in New
York.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtor's bankruptcy case.

Attendance by the Debtor's creditors at the meeting is welcome
but not required.  The Sec. 341 meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about its financial affairs and operations that would be
of interest to the general body of creditors.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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

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


ANF ASBURY: Property Sold, Wants Reorganization Case Dismissed
--------------------------------------------------------------
ANF Asbury Park, LLC, asks the U.S. Bankruptcy Court for the
Central District of California to dismiss its Chapter 11 case.

The Debtor says dismissal is warranted as its lender, PA Asbury,
LLC, obtained relief from stay with regards to the 234 unit
apartment building community known as Asbury Park Apartments, aka
Park Plaza Apartments, located in Miami Gardens, Florida.  The
foreclosure sale was held on November 4, 2010.

Irvine, California-based ANF Asbury Park, LLC, filed for Chapter
11 bankruptcy protection on March 5, 2010 (Bankr. C.D. Calif. Case
No. 10-12819).  The Company estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.  Michael G.
Spector, Esq., in Santa, California, represents the Debtor in its
restructuring effort.


ANIXTER INTERNATIONAL: Fitch Affirms 'BB+' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Anixter International Inc.'s and its
wholly owned operating subsidiary, Anixter Inc.'s ratings:

Anixter

  -- Issuer Default Rating at 'BB+';
  -- Senior unsecured debt at 'BB-'.

Anixter Inc.

  -- IDR at 'BB+';
  -- Senior unsecured notes at 'BB+';
  -- Senior unsecured bank credit facility at 'BB+'.

The Rating Outlook is Stable.

The ratings and Stable Outlook reflect the above considerations as
well as these:

  -- For 2011, Fitch expects mid-single digit revenue growth as
     Anixter benefits from a modest recovery in demand of its
     communications, specialty wire and cable, and class 'C'
     components business, bolstered by strong growth rates in
     developing markets.  Fitch believes recent improvements in
     profitability are primarily attributable to cost-cutting
     actions take over the past two years as well as favorable
     copper prices and foreign currency exchange rates.  Fitch
     expects that operating margins will increase to levels
     consistent with the pre-recession period, particularly if
     copper prices remain strong.  Fitch expects free cash flow to
     be near $100 million in 2011, absent significant offsets from
     increased working capital requirements due to either higher
     than expected revenue growth or increased cash conversion
     cycle days.

  -- Fitch forecasts leverage (total debt/total operating EBITDA)
     to decline slightly from 2.5 times (3.7x when adjusted
     for operating leases), as of Oct. 2, 2010, to 2.4x (3.4x
     adjusted leverage) by the end of 2011. Fitch expects leverage
     to remain in the historical range of 2.0x and 2.5x, although
     Anixter has at times increased leverage in the short-run for
     debt-financed acquisitions and shareholder friendly actions.

  -- Anixter has significant exposure to copper prices as well as
     the Euro and Canadian Dollar exchange rates, all of which
     adversely affected revenue and operating profitability in
     2009.  Although the most recent impact from rising copper
     prices and declining U.S. dollar values relative to these
     foreign currencies has been positive, this exposure generally
     increases volatility of profitability and cash flow
     generation, negatively impacting the credit profile.

  -- In 2010, Anixter pre-paid $197 million in outstanding debt in
     conjunction with reduced working capital needs. Additionally,
     Anixter recently issued a $110 million special dividend in
     October 2010 and a $41.2 million share repurchase earlier in
     the year.  With a debt to capital ratio of 43%, below
     management's stated target of 45% to 50%, Fitch expects
     Anixter will utilize excess cash and free cash flow for
     potential acquisitions and shareholder friendly actions
     rather than additional significant debt reduction.

Credit strengths include Anixter's broad diversification of
products, suppliers, customers and geographic penetration, which
adds stability to the company's financial profile by reducing
operating volatility.  In addition, Anixter is a market leader in
niche distribution markets which Fitch believes contributes to
Anixter's above-average margins for a distributor.

Credit concerns include Anixter's current and historical strategy
to supplement growth through partially debt-financed acquisitions.
In addition, Anixter has a history of shareholder-friendly
actions, and Fitch expects the company to return free cash flow in
excess of investments in internal growth and acquisitions to
shareholders under normal operating conditions rather than reduce
debt.

Fitch believes Anixter's liquidity was adequate and consisted of
these as of Oct. 2, 2010: i) approximately $66 million of cash and
cash equivalents; ii) $350 million of five-year revolving credit
agreements maturing April 2012, of which, $322 million was
available; iii) a CAD$40 million revolving credit facility
maturing April 2012; and iv) a $200 million on-balance-sheet
accounts receivable securitization program expiring July 2011, of
which, approximately $125 million was available.

Total debt as of Oct. 2, 2010 was $728 million and consisted
primarily of these: i) $84 million outstanding under bank
revolving credit lines; ii) $200 million in 5.95% senior unsecured
notes due February 2015; iii) $78 million in 3.25% zero-coupon
unsecured notes due July 2033 which are both putable and callable
in July 2011; iv) $260 million in 1% convertible unsecured notes
due February 2013; v) $30.5 million in 10% senior notes due
February 2014 of which the company paid down approximately
$133 million this year; and vi) approximately $75 million
outstanding under Anixter's $200 million accounts receivable
securitization program.

The 3.25% zero coupon notes and the 1% convertible notes are
issued by Anixter International and are structurally subordinated
to the remaining debt which is issued by Anixter Inc. Anixter Inc.
is the operating company under the parent company of Anixter
International.


ANTERO RESOURCES: S&P Downgrades Rating on $525 Mil. Notes to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the
recovery rating on Antero Resources LLC's $525 million unsecured
notes due 2017 to '5', reflecting the expectation of a modest
recovery (10% to 30%) in a payment default, from '4', and lowered
the issue rating to 'B-' from 'B'.

S&P also affirmed its 'B' corporate credit rating on the company.
The outlook remains stable.

"The 'B' corporate credit rating on Denver-based Antero Resources
LLC reflects the volatility of the exploration and production
industry; small proved developed reserve base, located in the
Arkoma, Piceance, and Appalachian Basin resource plays; and the
need for significant spending to develop those reserves," said
Standard & Poor's credit analyst Paul Harvey.

The rating also incorporates Antero's favorable hedges to buffer
otherwise weak natural gas prices in the near- to intermediate-
term, and a management team with a proven track record.

Antero had 1,141 billion cubic feet equivalent of proved oil and
gas reserves as of Dec. 31, 2009.  Approximately 50% of the
company's reserves are in the Woodford Shale in the Arkoma and
Ardmore Basins, 36% of reserves are in the Piceance Basin, 4% of
reserves are in the Fayetteville Shale, and 10% of reserves are in
the Marcellus Shale, from which it plans to generate a
considerable amount of future reserves and production.
Furthermore, Antero's management team has several years of
experience operating in resource plays in the Rockies and Mid-
Continent.

The outlook is stable.  S&P expects Antero to maintain adequate
liquidity, supported by favorable hedges, while it continues to
aggressively develop its reserves.  Standard & Poor's could lower
the rating if debt to EBITDAX exceeds 4x.  In S&P's view, pricing
is unlikely to be a major factor during 2011 given the company's
meaningful hedge book.  S&P could consider a positive ratings
action over the next 12 months if Antero is able to materially
increase its proved developed reserve size while maintaining debt
leverage of around 3.0x or less.


ARVINMERITOR INC: K. Nowlan Owns 46,290 Shares of Common Stock
--------------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
December 16, 2010, Kevin Nowlan, controller at ArvinMeritor Inc.,
disclosed that he beneficially owns 46,290 shares of common stock
of the Company.  The amount of shares includes 22,790 shares of
restricted stock that are held by the Company to implement
restrictions on transfer unless and until certain conditions are
met and 23,500 restricted stock units, each of which represents
the right to receive one share of common stock upon the vesting
date, subject to terms and conditions.

                         About ArvinMeritor

Based in Troy, Michigan, ArvinMeritor, Inc.  --
http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components to the motor vehicle industry.  The Company
celebrated its centennial anniversary in 2009.  The Company serves
commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets, and light vehicle
manufacturers.

ArvinMeritor has 'B3' corporate family and probability of default
ratings from Moody's Investors Service.  In July 2010, when
Moody's raised the ratings to 'B3' from 'Caa1', it noted that
about 52% of the company's fiscal 2010 revenues to date are from
North America, where demand is expected to strengthen in the
second half of the year.  But with 21% of the Company's revenue
from Europe, a slower pace of economic recovery is expected to
constrain overall growth.  Tight credit markets also may limit
near-term growth in commercial vehicle purchases, Moody's said.

The balance sheet at September 30, 2010, showed $2,879,000,000 in
assets, $3,902,000,000 in liabilities and a $1,023,000,000
shareholders' deficiency.  Stockholders' deficit was
$909.0 million at June 30, 2010.


BEVAN BELLEVUE: To Close Jewelry Store on January 15
----------------------------------------------------
Lindsey Wojcik at JCK Online reports that Bevan Bellevue Jewelers
will close its doors Jan. 15 following a two-month liquidation
sale.

Owner Linda Bevan-Wyatt told JCK that the second-generation
jewelry store is closing because of a decrease in sales over the
past few years.

JCK says the store has seen better days during its 56 years of
business.  Ms. Bevan-Wyatt, according to JCK, said business was
booming during the '80s and early '90s.  "Four years ago, it
started turning," she said.  "We just kept hanging in there. The
past two years, we were extremely low and the last year was really
bad, so we made the decision to just not try another year," Ms.
Bevan-Wyatt told JCK.

Ms. Bevan-Wyatt began a liquidation sale Nov. 15 with merchandise
reduced 50% to 80%, JCK reports.

Bellevue, WA-based Bevan Bellevue Jewelers operates jewelry store.


BLOCKBUSTER INC: Asks for Plan Exclusivity Until March 21
---------------------------------------------------------
Blockbuster Inc. and its 11 debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
extend to:

  (a) March 21, 2011, their time to exclusively file a Chapter
      11 plan of reorganization;

  (b) May 20, 2011, their time to solicit acceptances of the
      Plan, without prejudice to their right to seek further
      extension of the Exclusive Periods.

The Debtors' current exclusive plan filing period expires on
January 21, 2011.

Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the commencement of a Chapter 11 case
during which a debtor has the exclusive right to propose and file
a Chapter 11 plan.  Section 1121(c)(3) provides that, if a debtor
files a plan within the 120-day Plan Period, it has a period of
180 days after the Petition Date to obtain acceptance of the plan,
during which time competing plans may not be filed.  Pursuant to
Section 1121(d), where the initial 120-day and 180-day Exclusive
Periods provided for in the Bankruptcy Code prove to be an
insufficient time frame for proposal and solicitation of a plan,
the Court may extend a debtor's Exclusive Periods for "cause," up
to a maximum of 18 months and 24 months.

At the time the bankruptcy cases were commenced, the Debtors and
certain holders of the 11.75% Senior Secured Notes due 2014 issued
by Blockbuster Inc. were party to a Plan Support Agreement with
respect to the terms of a Chapter 11 plan to be filed in the
cases.  The PSA and the debtor-in-possession financing agreement
with the Noteholders also contained various milestones, including
dates for the filing of a plan and accompanying disclosure
statement.

Since the Petition Date, the Debtors have been involved in a
number of meetings with both representatives of the Noteholders
and the Official Committee of Unsecured Creditors with respect to
the ongoing operations of the Debtors, including the evaluation
and determination of the Debtors' retail store closing and lease
rejection strategy, the formulation and refinement of a long term
business plan, and the timing for the filing of a Chapter 11 plan,
relates Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in
New York.

At the current time, in view of, among other things, the dynamics
of the market, the importance of the Christmas season results to
the finalization of the business plan and to the decision making
process with respect to store closings, a consensus has not yet
been achieved with respect to the Debtors' business plan and the
optimum strategic plan and footprint for the reorganized
enterprise, Mr. Karotkin informs Judge Lifland.

As previously reported, the Debtors' deadline to file a Chapter 11
Plan under the DIP Agreement is on January 14, 2011.  The deadline
for the Noteholders to approve a business plan under the DIP
Agreement is on January 15.

Despite the current milestones, which have been extended since the
Petition Date, it is still premature to file a plan and
accordingly, the Debtors require an extension of their Exclusive
Periods, as each is set to expire on January 21, 2011, and March
21, 2011, Mr. Karotkin contends.  The Debtors believe that, in
view of the posture of these cases and the progress that has been
made, the Noteholders would continue to work cooperatively with
the Debtors to modify the milestones, as has been done to date.

Accordingly, the Debtors seek an extension of the Exclusive
Periods so as to provide them with a full and fair opportunity to
propose a plan as contemplated by Section 1121 and to prevent an
undue disruption in the administration of the Chapter 11 cases, to
the detriment and prejudice of all parties-in-interest.

The Court will convene a hearing on January 11, 2011, to consider
the request.  Objections are due on January 3.

                    Shareholders' Statement

In response to the Debtors' request, shareholders posted this
statement at http://www.blockbustershareholders.com:

    Blockbuster needs to evaluate the Christmas season, their
    income & expenses and their digital footprint.  Seems this
    is why the shareholders are asking for an Ad Hoc Committee.
    If the two side can get together and come up with a
    realistic valuation maybe there would be a buyer for the
    company.

                       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: Equity Holders Want Rule 2004 Exam on Debtors
--------------------------------------------------------------
The Ad Hoc Committee of Equity Security Holders seeks the
Bankruptcy Court's permission to conduct an examination of
Blockbuster Inc. and its units pursuant to Rule 2004 of the
Federal Rules of Bankruptcy Procedure.

The Ad Hoc Committee consists of over 35 individual non-
institutional equity security holders of the Debtors.
Collectively, the Ad Hoc Committee members hold over 27.5 million
shares of the Debtors' equity securities.  Most of the Ad Hoc
Committee members have held their shares for at least six months.

Paul Rachmuth, Esq., at Gersten Savage LLP, in New York, relates
that the Debtors have represented in various filings in the
bankruptcy proceeding that the value of their estates are less
than their debts, citing the Debtors' letter response to a
shareholder's request to form an official committee of equity
security holders, dated November 24, 2010.  Specifically, the
Letter Response explains that nearly $1.2 billion in claims will
need to be satisfied before equity holders can receive a
distribution.

Contrary to the Debtors' assertions, the Ad Hoc Committee believes
that the value of the Debtors' enterprises is worth considerably
more than the $1.2 billion value line set by the Debtors.  In
fact, the Ad Hoc Committee has had detailed discussions with many
potential investors, who also believe in this value of the
Debtors, Mr. Rachmuth contends.

Unfortunately, Mr. Rachmuth asserts, the public information
available to the Ad Hoc Committee is sufficiently opaque so as to
make an accurate valuation -- and hence an investment decision --
impossible.  Accordingly, the Ad Hoc Committee is seeking certain
discrete, limited information from the Debtors that will allow it
and potential investors the ability to render an accurate
valuation of the estates.  He insists that the Ad Hoc Committee's
document request is narrowly tailored to allow it to make the
necessary valuation calculations.

The documents sought are of the type regularly maintained by
companies, like the Debtors, Mr. Rachmuth says.  Accordingly,
production of the documents requested will not cause any undue
hardship on the Debtors, he explains.

"The information requests are specific to the information needs we
have received from strategic partners currently evaluating
Blockbuster as an equity investment," according to a statement
from a shareholders' group, Reuters Legal reports.

A hearing will be held on January 20, 2011, to consider the
request.  Objections are due on January 13.

                       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: Lyme Regis Sues Icahn, Objects to Claims
---------------------------------------------------------
Creditor Lyme Regis Partners, LLC, filed an adversary proceeding
for equitable subordination and recharacterization against Carl
Icahn, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn
Partners Master Fund II L.P., Icahn Partners Master Fund III L.P.,
Icahn Capital LP, and Icahn Associates Corp.

Lyme Regis is currently a holder of more than $570,000 of
Blockbuster Inc.'s 9% Senior Subordinated Notes.

Scott A. McMillan, Esq., in La Mesa, California, relates that the
Defendants, in the aggregate, currently hold Blockbuster's Senior
Secured Notes, which bear interest at a rate of 11.75% and mature
on October 1, 2014.  According to the terms of the Senior Secured
Notes, on each January 1, April 1, July 1 and October 1,
commencing January 1, 2010, Blockbuster was to be required to
redeem 3.333% of the aggregate original principal amount of the
Senior Secured Notes at a redemption price of 106% of the
principal amount, plus accrued and unpaid interest, if any, to the
applicable date of redemption.  The mandatory redemption amount
was to be reduced by 3.333% of the principal amount of the Senior
Secured Notes redeemed or repurchased, other than pursuant to
mandatory redemptions.

This financing scheme resulted in an expense to Blockbuster of
approximately $100 million, and provided Mr. Icahn and his
affiliates a vehicle to take over Blockbuster for a fraction of
its value, to the detriment of the Senior Unsecured Noteholders,
including Lyme Regis, Mr. McMillan alleges.  He contends that
pursuant to Sections 502(a) and 510(c) of the Bankruptcy Code, the
Senior Secured Notes, DIP financing, loans and any other claims of
Mr. Icahn and his Affiliates should be equitably subordinate to
Lyme Regis' claims.

At all relevant times, Lyme Regis believes that Mr. Icahn and his
Affiliates were statutory insiders to the Debtor, including the
definition under Sections 101(31)(B)(i) and (iii) of the
Bankruptcy Code.  Mr. McMillan asserts that even after Mr. Icahn
resigned from Blockbuster's Board of Directors, he has held a
close relationship with the Debtor's chief executive officer, as
well as two current Board members.

To the extent Mr. Icahn and his Affiliates are not deemed
statutory insiders at any relevant time, Lyme Regis believes that
they were non-statutory insiders during those times.  Mr.
McMillan, citing In re U.S. Medical, Inc. (10th Cir. 2008) 531
F.3d 1272, 1277-1279, contends that it is not necessary for a non-
statutory insider to have actual control of the Debtor, but rather
that Mr. Icahn has a sufficiently close relationship with the
Debtor that his conduct is made subject to closer scrutiny.

As a statutory or non-statutory insider, as well as a member of
the Board, Mr. Icahn had access as well as a fiduciary duty as a
Board member to review, analyze, and effect the Debtor's
strategies, operations, and inner workings, including insider
financial information, Mr. McMillan avers.

Mr. McMillan points out that facts reflect that (i) the Defendants
engaged in inequitable conduct, like using their position of power
and inside information, to sell their equity interests and
essentially convert them into a potentially controlling amount
Senior Secured Notes, with the knowledge that those Notes would
allow the Defendants to gain control of the Debtor during and
after it emerged from bankruptcy, (ii) the Defendants' misconduct
resulted in injury to Lyme Regis, as the Senior Unsecured
Noteholders would not recover any value through the bankruptcy
planned by the Debtor with the Defendants' assistance, and the
Defendants' misconduct conferred an unfair advantage on the
Defendants, like priority over the Senior Secured Noteholders,
when the Defendants would have, without the inside information,
been in the equity class and had their claims resolved after the
Senior Unsecured Noteholders, and (iii) equitable subordination of
the Defendants' claims is consistent with the provisions of the
Bankruptcy Code, and appropriate under the Court's equitable power
to reorder the priority of claims based on inequitable conduct.

Pursuant to Section 502(a) of the Bankruptcy Code, and Rule
7001(2) of the Federal Rules of Bankruptcy Procedure, Lyme Regis
also objects to the Defendants' claims and seeks a determination
of the validity, priority, and extent of the Defendants' purported
liens, including a recharacterization of their claims as equity.

                       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 to Continue Store Closing Sales
---------------------------------------------------------
Prior to the Petition Date, Blockbuster Inc. and its units
operated approximately 3,000 retail store locations across the
United States of America.  Generally, the Debtors do not own the
real property on which they operate a retail store.  Instead, they
lease the real property from numerous lessors and other
counterparties.

Historically, Blockbuster Inc. has undertaken efforts to maximize
its retail imprint while maintaining overhead costs.  Blockbuster
renegotiates leases where, with certain concessions from the
landlord, the reduction in cost is sufficient to result in an
otherwise unprofitable store becoming profitable.  If Blockbuster
cannot renegotiate more favorable terms on a lease, or if the
lease expires on its own terms and the landlord desires to retake
the premises, Blockbuster has, in the past, regularly closed the
store locations in the ordinary course of its business.

In connection with the closing of its retail stores, Blockbuster
routinely transfers inventory, fixtures, furniture and equipment
to remaining store locations or distribution centers, and conducts
store closing sales to effectuate the efficient self-liquidation
of excess Inventory, fixtures, furniture, and equipment,
consistent with its ownership rights.  Assets not sold during the
Store Closing Sales are transferred to surrounding locations or
abandoned.

Blockbuster may also self-liquidate certain defective or otherwise
non-saleable/rental ready Inventory in its distribution centers in
the ordinary course of its business.  In connection with the Bulk
Inventory Sales, Blockbuster solicits bids from interested
parties, which are allowed to inspect the Inventory for sale, and
prepares a bill of sale for the highest and best offer.
Typically, the Inventory is sold "as is" and the purchaser pays
for any shipping costs.

The Chapter 11 process has not affected Blockbuster's overall
strategy with respect to its leases, relates Stephen Karotkin,
Esq., at Weil, Gotshal & Manges LLP, in New York.  He notes that
the Chapter 11 cases have merely highlighted Blockbuster's
business need to expeditiously review its leases and determine
which stores should be closed and which should remain open,
subject in certain instances to Blockbuster's ability to
renegotiate the terms of the store leases.

In connection with its store closures, Blockbuster has implemented
certain Court-approved procedures for the rejection of unexpired
nonresidential real property leases and the abandonment of
personal property located in the premises associated with the
rejected leases.  Blockbuster has also retained two experienced
real estate consultants to negotiate more favorable terms and
other beneficial concessions with landlords under leases that it
is contemplating retaining.

Throughout the postpetition continuation of its prepetition
practices, Blockbuster has maintained a continued dialogue with
both the lenders under its debtor-in-possession financing facility
and the Official Committee of Unsecured Creditors.  To date,
Blockbuster has successfully conducted the Store Closing Sales for
stores that have closed after the Petition Date, without objection
from either constituency.  However, certain landlords have
expressed concerns regarding Blockbuster's continued ability to
carry out ordinary course transactions absent further Court order
given the applicability of either restrictive documents or
liquidation sale laws.

In light of these concerns and their potential impact on
Blockbuster's ability to continue to efficiently self-liquidate in
the ordinary course, the Debtors seek authority to continue
conducting the Store Closing Sales at store locations the Debtors
determine should be closed during the pendency of the cases, in
accordance with certain procedures, as well as Bulk Inventory
Sales.

The Debtors also seek certain ancillary and related relief to
override or invalidate any restrictions in any restrictive
documents that may impair the Debtors' ability to conduct the Bulk
Inventory Sales or Store Closing Sales or otherwise dispose of
assets in Closing Stores, and will exempt the Bulk Inventory Sales
and Store Closing Sales from certain federal, state, and local
laws, statutes, rules, and ordinances related to store closing and
liquidation sales.

The Store Closing Sales Procedures provide that the Store Closing
Sales will be conducted during normal business hours or in hours
as otherwise permitted by the lease, provided that the Debtors
will abide by any applicable mall guidelines regarding
maintenance, security, and trash removal.  The Store Closing Sales
will be conducted in accordance with applicable state and local
"Blue Laws."  All display and hanging signs used by the Debtors in
connection with the Store Closing Sales will be professionally
lettered and all hanging signs will be hung in a professional
manner.

If Store Closing Sales are to be considered "final," conspicuous
signs will be posted in each of the affected stores to the effect
that all sales are "final."  The Debtors will not make any
alterations to interior or exterior store lighting, and will not
use any type of amplified sound to advertise the Store Closing
Sales or solicit customers.  No property of any landlord of a
store will be removed or sold during the Store Closing Sales.

The Court will convene a hearing on January 11, 2011, to consider
the request.  Objections are due on January 3.

                       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)


BRAND ENERGY: Moody's Reviews 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service placed the ratings of Brand Energy &
Infrastructure Services, Inc., under review for possible
downgrade.

Ratings on review for potential downgrade:

  -- Corporate Family Rating at B2;

  -- Probability of Default Rating at B2;

  -- $125.0 million Sr. Sec. Revolving Credit Facility due
     February 7, 2013 at B1 (LGD3, 35%);

  -- $25.0 million Sr. Sec. Synthetic Letter of Credit Facility
     due February 7, 2014 at B1 (LGD3, 35%);

  -- $693.2 million 1st Lien Sr. Sec. Term Loan due February 7,
     2014 at B1 (LGD3, 35%); and,

  -- $375.0 million 2nd Lien Term Loan due February 7, 2015 at
     Caa1 (LGD5, 87%).

The review results from ongoing compression in operating margins,
resulting in weakening credit metrics.  The company's strategy of
diversifying its revenue streams by providing specialty services
in addition to work access services to its customers has led to a
shift in a mix of revenues.  This shift into increased specialty
services from a historically strong reliance on work access has
resulted in lower margin business due to the lack of rentals
services associated with specialty services.  The company's
adjusted debt-to-EBITDA and interest coverage metrics are weak
relative to the rating.  Also, the company took another
significant intangible asset impairment charge in 3Q10, a result
of its regular annual impairment review process.  Accordingly, the
company's adjusted debt-to-book capitalization with significant
negative tangible net worth is characteristic of highly
speculative grade ratings.

Moody's review will focus on Brand's operating performance in
various end markets, and the resulting impact margins and credit
metrics.  The review will examine the company's liquidity profile,
and ability to reduce debt well ahead of maturities in 2014.

Brand Energy & Infrastructure Services, Inc., headquartered in
Kennesaw, GA, is the largest provider of specialty multi-craft
services to the North American downstream energy infrastructure
market.  These services include work access, which includes front-
end application design and project management for highly
engineered scaffolding systems, as well as specialty painting and
coatings, abrasive blasting, insulation, refractory, corrosion
protection and fireproofing.  First Reserve Corporation, through
affiliated funds, is the majority owner of Brand.


BROOKSTONE INC: S&P Downgrades Corporate Credit Rating to 'SD'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its unsolicited
corporate credit rating on Merrimack, N.H.-based Brookstone Inc.
to 'SD' from 'CC'.  At the same time, S&P lowered its unsolicited
issue-level rating on subsidiary Brookstone Co. Inc.'s outstanding
$170 million of 12% second-lien notes due 2012 to 'D' from 'C'.
The recovery rating on this debt remains '5'.

This rating action follows Brookstone's recent announcement that
its subsidiary, Brookstone Co. Inc., has completed the exchange of
$160.1 million of 12% second-lien notes due 2012.  Brookstone
guarantees payment of these notes; therefore, based on its
distressed debt exchange criteria, S&P lowered its corporate
credit rating on Brookstone to 'SD'.

As part of the exchange, tendering holders received $20 million of
pro-rated cash and $125.6 million of 13% second-lien notes due
2014.  The company also paid about $600,000 in accrued interest on
the tendered 2012 notes.  In addition, the tendering holders
consented to amendments to the indenture governing the 2012 notes:

* Allowing the removal of all covenants and events of default
  (other than those relating to failure to pay principal and
  interest);

* Releasing the collateral for the 2012 notes;

* Renaming the 2012 notes "12% unsecured notes due 2012"; and

* The assets that had been collateral for the 2012 notes, which
  are substantially all of the assets of the company and its
  subsidiaries, will become collateral for the 2014 notes.

However, these 2014 notes hold a second lien on the assets and are
subordinate to the company's $125 million asset-based credit
facility, which has a first lien on substantially the same assets
that secure the 2014 notes.

"S&P expects to raise its corporate credit rating on Brookstone to
'B-' with a negative outlook in the near future," said Standard &
Poor's credit analyst Jayne Ross, "a rating that reflects, in its
opinion, a highly leveraged financial profile and a vulnerable
business risk profile." The $125.6 million of 2014 notes is about
94.2% of all the 2012 notes outstanding; about $10 million of the
2012 notes were not tendered and remain outstanding.  S&P will
continue to rate the 2012 notes that are outstanding.


BUTTERMILK TOWNE: 6th Cir. BAP Reverses Cash Collateral Order
-------------------------------------------------------------
The Bankruptcy Appellate Panel for the Sixth Circuit rules that
the bankruptcy court erred in holding that Bank of America is
adequately protected by a replacement lien.  Therefore, the BAP
reverses the bankruptcy court's June 29, 2010 and August 10, 2010
Orders authorizing Buttermilk Towne Center to use BofA's cash
collateral to pay expenses, including professional fees.

BofA argues that Sixth Circuit case law requires an equity cushion
in single asset real estate cases to support a finding of adequate
protection. BofA asserts that since there is no equity cushion,
the order finding that the bank is adequately protected should be
reversed.

A copy of the BAP's December 23 Opinion, written by Bankruptcy
Judge Steven W. Rhodes, is available at http://is.gd/jykbwfrom
Leagle.com.

                About Buttermilk Towne Center LLC

Cincinnati, Ohio-based Buttermilk Towne Center LLC, owns and
operates a commercial real estate development, known as Buttermilk
Towne Center, located in Crescent Springs, Kenton County,
Kentucky.

The Company filed for Chapter 11 bankruptcy protection on
April 28, 2010 (Bankr. E.D. Ky. Case No. 10-21162).  Timothy J.
Hurley, Esq., and Paige Leigh Ellerman, Esq., at Taft Stettinius &
Hollister LLP, in Cincinnati, Ohio, serve as the Debtor's counsel.
The Company disclosed $28,999,954 in assets and $41,085,856 in
liabilities as of the Petition Date.


CDR-V, LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: CDR-V, LLC
        2010 W Avenue K, Suite 531
        Lancaster, CA 93536
        Tel: (714) 907-4182

Bankruptcy Case No.: 10-64829

Chapter 11 Petition Date: December 23, 2010

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Gary L. Harre, Esq.
                  GLOBAL CAPITAL LAW PC
                  17111 Beach Boulevard, Suite 100
                  Huntington Beach, CA 92647
                  Tel: (714) 907-4182
                  Fax: (714) 907-4175
                  E-mail: ghcmecf@gmail.com

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

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 Rick V. Wilson, president.


CEDENCO JV: Files Chapter 15 Petition in California
---------------------------------------------------
The liquidators of Cedenco JV Australia PTY Ltd., also known as
Cedenco Australia, filed a Chapter 15 petition in San Francisco
California for the company (Bankr. N.D. Calif. Case No. 10-35002)
and two affiliates on Dec. 23, 2010.

Cedenco was a food ingredient manager and food processor, and had
its operations in and around Echuca, in Victoria, Australia.  SK
Foods Australia Pty Ltd., which also sought Chapter 15 relief
(Bankr. N.D. Calif. Case No. 10-35004), owns all 4,700,000 shares
of Cedenco.  The liquidators also filed a Chapter 15 petition for
another affiliate, SS Farms Australia Pty Ltd. (Case No.
10-35003).

The Chapter 15 petitions were filed by Ian Russell Lock and John
Sheahan, liquidators and foreign representatives of the Debtors.

                        Bankruptcy Filings

On December 17, 2002, the Australian and New Zealand Banking Group
Ltd. registered a fixed and floating charge (or lien) over the
Debtor's assets.  The loans made to the Debtor by ANZ Bank were
part of a larger lending relationship between ANZ Bank and all
entities in the Cedenco group of companies in Australia and New
Zealand, including the Debtor, SK Foods Australia, SS Farms
Australia Pty Ltd., and two New Zealand companies, Cedenco Foods
Ltd. and Cedenco Ohakune Ltd.

On November 9, 2009, Cedenco Foods and Cedenco Ohakune were placed
into receivership by ANZ Bank under New Zealand law.  The Debtor,
SK Foods Australia, and SS Farms Australia were also placed into
receivership under Australian law.

According to Mr. Sheahan, in the United States, there have been
difficulties involving the Cedenco Group's U.S. affiliates.  SK
Foods LP, a U.S. affiliate of the Cedenco Group, is the subject of
a Chapter 11 proceeding, and that there are pending criminal
proceedings against one of the principals of SK Foods LP, Scott
Salyer, in United States Bankruptcy and District Courts of the
Eastern District of California.

On June 23, 2010, Kagome Co. Ltd., a Japanese entity, acquired the
Debtor's assets and operations, as well as Debtors SK Foods
Australia and SS Farms Australia, for a combined price of roughly
AU$91 million, substantially greater than the amount owed to ANZ
Bank by the Australian members of the Cedenco Group.  Under
Australian law, the sales proceeds are collected by the receivers
for ANZ Bank, and are to be released to the Liquidators after
discharging the debt due ANZ Bank.  The full sum of the proceeds
has not yet been released.

                          Assets Dispute

Messrs. Lock and Sheahan, both of Sheahan Lock Partners, were
appointed on August 11, 2010, as joint and several liquidators of
the Debtor pursuant to section 439C(c) and 446A of the
Corporations Act (Cth) 2001, an Act of the Federal Parliament of
Australia.  The DMAW Lawyers serves as the liquidators' Australian
solicitors.

The liquidators are to distribute the Debtor's remaining funds to
its owners.  However, according to Mr. Sheahan, this distribution
will not take place until all matters relating to the liquidation
have been dealt with, including pursuing claims against third
parties, and a determination of the conflicting claims to
ownership of the companies in the Cedenco Group.

"Specifically relating to the latter issue, the corporate parent
of the Debtor, SK Foods Australia, allegedly has 101 issued shares
which, according to ASIC's records, are held by Frederick Scott
Salyer (1 shares), Scott Salyer (45 shares), and SK PM
Corporation, a U.S.-based company (55 shares).  Further
information provided to us suggests, however, that these shares
are held by the Scott Salyer Revocable Trust (45.55%) and SK PM
Corporation (54.45%).  There is also the allegation that the
shares of SK Foods Australia are owned by an offshore trust, on
behalf of other members of the Salyer family. Finally, the Chapter
11 Trustee of SK Foods LP also claims to have a legal or equitable
entitlement to substantially all of the shares in SK Foods
Australia.  This matter will have to be resolved through
negotiation or through appropriate proceedings."

                Australian Court as Main Proceeding

The liquidators ask the U.S. Bankruptcy Court to recognize the
Debtor's Australian liquidation proceeding as a "foreign main
proceeding" as that term is defined pursuant to Section 1502(4) of
the Bankruptcy Code.

"Relief under chapter 15 of the Bankruptcy Code is necessary to
obtain documents and information in the United States from
individuals and entities in the San Francisco area and otherwise
in this judicial district to carry out our responsibilities as
Liquidators, and to also ensure, among other things, that no
creditor or other party takes any action in the United States to
obtain an unlawful advantage or otherwise in a manner detrimental
to the policies of Australian law that inform the Liquidation,
including permitting the Australian procedure for dealing with
proofs of debt and affirmative claims to follow its intended
course, which includes rights to appeal to the Australian Courts,"
Mr. Sheanan said.

The foreign representatives are represented in the Chapter 15 case
by:

          Louis J. Cisz, III, Esq.
          Nixon Peabody LLP
          One Embarcadero Center, 18th Fl
          San Francisco, CA 94111-3600
          Tel: (415) 984-8320
          Fax: (866) 246-2754
          E-mail: lcisz@nixonpeabody.com


CEDENCO JV: Chapter 15 Case Summary
-----------------------------------
Chapter 15 Petitioner: Ian Russell Lock and John Sheahan,
                       liquidators and foreign representatives.

Chapter 15 Debtor: Cedenco JV Australia PTY LTD (in Liquidation)
                     aka Cedenco Australia

Chapter 15 Case No.: 10-35002

Debtor-affiliates subject to Chapter 15 petitions:

      Entity                             Case No.
      ------                             --------
   SK Foods Australia Pty Ltd.           10-35004
   SS Farms Australia Pty Ltd.           10-35003

Type of Business: Cedenco JV is a food company that supplies a
                  various range of agricultural food products to
                  domestic and international customers.  SS Farms
                  is a company based in Echuca, Australia that
                  produces and supplies tomatoes.

Chapter 15 Petition Date: December 23, 2010

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

Judge: Dennis Montali

Foreign
Representatives'
Counsel:          Louis J. Cisz, III, Esq.
                  NIXON PEABODY LLP
                  One Embarcadero Center, 18th Floor
                  San Francisco, CA 94111-3600
                  Tel: (415)984-8320
                  Fax: (866)246-2754
                  E-mail: lcisz@nixonpeabody.com

Estimated Assets: Not Stated

Estimated Debts: Not Stated


CITIZENS REPUBLIC: DBRS Cuts Issuer & Senior Debt Rating to 'CCC'
-----------------------------------------------------------------
DBRS Inc. has downgraded the ratings for Citizens Republic
Bancorp, Inc. and its related entities, including the Company's
Issuer & Senior Debt rating to CCC (high) from B (low) and
maintained its Short-term Instruments rating at R-5.  All ratings
were placed on Negative trend.  Subsequent to the downgrade, DBRS
decided to withdraw the Company's ratings.

The rating actions reflect the Company's continuing struggle with
substantial asset quality issues, modest core earnings capacity,
capital invasion, limited financial flexibility and heightened
regulatory scrutiny.  Ratings also reflect the Company's well-
established deposit franchise.  The rating actions conclude a
Review with Negative Implications.

It is DBRS's view that a significant amount of loss content
remains embedded within Citizens' loan portfolio, especially
within its sizable commercial real estate (CRE) book.  Although
recent asset dispositions and charge-offs have reduced levels of
problematic loans, nonperforming assets (NPAs) remain elevated and
represent a high 6.35% of total loans at September 30, 2010.  The
bulk of the Company's $443 million of NPAs are CRE exposures,
mostly income producing properties.  Meanwhile, 3Q10 net charge-
offs (NCOs) materially increased to $87 million and represented
4.91% of average loans, up from $71 million or 3.90% for 2Q10.
The higher level of NCOs was attributed to the transfer of non-
performing residential mortgages to the loans held for sale
category, which resulted in a $19 million charge. Going forward,
DBRS expects Citizens' NCOs to remain elevated and volatile,
especially given expected future loan sales, weak economic growth
and high unemployment within its geographic footprint, especially
in Michigan (12.8% unemployment rate), where the bulk of the
Company's CRE exposure is domiciled.  At September 30, 2010,
Citizens' loan loss reserves represented a relatively moderate 89%
of non-performing loans.  Over the intermediate term, DBRS
anticipates that provisions for loan loss reserves will keep pace
with NCOs.

DBRS notes that Citizens' core earnings (income before provisions
and taxes) provide an unsatisfactory level of loss absorption
capacity, which has led to capital invasion.  At September 30,
2010, Citizens' tangible common equity, Tier 1 common, Tier 1 and
Total risk based capital ratios contracted to 5.34%, 7.50%, 12.41%
and 13.80%, respectively, from 5.83%, 8.10%, 12.79% and 14.17%,
respectively.  Regulatory capital ratios include $300 million in
CPP TARP funds.  DBRS anticipates that the Company's capital
position will continue to weaken over the near term.  DBRS notes
that at YE09, Citizens' announced the deferral of interest
payments on its two trust preferred securities and suspended
dividend payments on its TARP preferred shares.  These actions
greatly limit the Company's ability to access the capital markets,
which has reduced its financial flexibility.

On July 28, 2010, Citizens entered into a written supervisory
agreement (Written Agreement) with the Federal Reserve Bank of
Chicago and the Michigan Office of Financial and Insurance
Regulation (Regulators).  It is DBRS's opinion that the Written
Agreement, which was announced by the Regulators in early August
was a necessary step but may have the unintended consequence of
further constraining management's time and focus in managing the
Company.  For further information regarding the Written Agreement,
see DBRS's press release dated August 4, 2010.

DBRS notes that Citizens maintains a well established deposit
franchise.  The company has the number one deposit market share in
31% of the cities that it serves versus an average of 23% for all
banks that DBRS rates.  Furthermore, Citizens has a greater than
20% branch market share in 75% of the cities it serves versus an
average of 47% for DBRS rated banks.  Although total deposits
declined 4.7% since December 31, 2010, due to the Company managing
down its higher cost time deposits, Citizens was able to grow its
core savings and non-interest bearing deposits by 9.9% and 0.72%,
respectively.  Currently, Citizens' core deposit base adequately
supports its loans.  Indeed, core deposits represented 102% of net
loans at September 30, 2010.  Rounding out its liquidity profile,
the Company maintains a good quality securities portfolio that
represents 22% of total assets and solid levels of borrowing
capacity at the Federal Home Loan Bank and Federal Reserve.

DBRS notes that Citizens' parent company currently maintains
roughly 1.8 years of liquidity coverage (interest expense,
salary/other expenses and non-borrowing liabilities with less than
a year to maturity).  The parent's nearest long term debt maturity
is in 2013.


CITIZENS SECURITY: AM Best Upgrades Issuer Credit Rating to 'b+'
----------------------------------------------------------------
A.M. Best Co. has upgraded the issuer credit rating to "b+" from
"b" and affirmed the financial strength rating of C++ (Marginal)
of Citizens Security Life Insurance Company (Citizens Security)
(Louisville, KY).  The outlook for both ratings has been revised
to stable from negative.

The rating upgrade and outlook change reflect the completion of a
number of company initiatives aimed at strengthening Citizens
Security's capital position.  The initiatives include reducing its
risk profile through a reinsurance transaction involving most of
its ordinary life block, taking a very conservative valuation
stance with regard to its investment portfolio, the sale of a
wholly owned subsidiary and cost reduction measures.  With the
exit of the life insurance business, the company is more focused
on its core group accident and health (dental and vision) business
line, which should lead to continued growth.  Moreover, management
has strengthened its sales force to include additional experienced
group marketing representatives to promote growth.  Citizens
Security continues to tighten its underwriting on existing lines
and is performing an extensive review of its products to improve
results.

Offsetting factors include fluctuating capitalization levels over
a five-year period, investment risk relative to capital and
operating losses in recent years.


CLEARWIRE CORP: Amends Equityholders' Agreement with Intel
----------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on December 14, 2010, Intel Corporation disclosed that
on December 8, 2010, Clearwire Corporation, Eagle River Holdings,
LLC, Intel Capital Wireless Investment Corporation 2008A, Intel
Capital Wireless Investment Corporation 2008B, Intel Capital
Wireless Investment Corporation 2008C, Intel Capital Corporation,
Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc. and
Comcast Corporation, as Strategic Investor Representative, entered
into an Amendment to the Equityholders' Agreement.

The Amendment provides that Sprint may unilaterally elect to take,
and cause the Company to take, any of the actions specified in
Section 2.13(d) of the Equityholders' Agreement at any time to the
extent Sprint determines in good faith such actions are reasonably
necessary to eliminate or ameliorate any risk that a breach or
default by the Company or any of its subsidiaries under their debt
agreements could trigger a cross-default or cross-acceleration
under Sprint's debt agreements.  Such actions include the ability
of Sprint HoldCo to surrender shares of Class B Common Stock to
the Company in exchange for cash consideration equal to the par
value of such shares.

If Sprint HoldCo surrenders any such shares pursuant to Section
2.13(d) of the Equityholders' Agreement, it would have the right
to have all or part of the shares re-issued to it under certain
circumstances as set forth in Sections 2.13(e) and (f) of the
Equityholders' Agreement.

Intel Corporation beneficially owns 102,404,811 shares of Class A
common stock of Clearwire Cororation representing 33.1% of the
shares outstanding.  The number of shares outstanding of the
Company's Class A common stock as of November 1, 2010 was
243,264,716.  The number of shares outstanding of the Company's
Class B common stock as of November 1, 2010 was 743,481,026.

                    About Clearwire Corporation

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

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

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

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


CLEARWIRE CORP: Amends Equityholders' Agreement with Sprint
-----------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on December 14, 2010, Sprint Nextel Corporation
disclosed that on December 8, 2010, the Equityholders entered into
an Amendment to the Equityholders' Agreement providing that Sprint
may unilaterally elect to take, and cause the Company to take, any
of the actions specified in Section 2.13(d) of the Equityholders'
Agreement at any time to the extent Sprint determines in good
faith such actions are reasonably necessary to eliminate or
ameliorate any risk that a breach or default by the Company or any
of its subsidiaries under their debt agreements could trigger a
cross-default or cross-acceleration under Sprint's debt
agreements.  Such actions include the ability of Sprint HoldCo to
surrender shares of Class B Common Stock to the Company in
exchange for cash consideration equal to the par value of such
shares.

If Sprint HoldCo surrenders any such shares pursuant to Section
2.13(d) of the Equityholders' Agreement, it would have the right
to have all or part of the shares re-issued to it under certain
circumstances as set forth in Sections 2.13 (e) and (f) of the
Equityholders' Agreement.

Sprint Nextel beneficially owns 531,724,348 shares of Class A
common stock of Clearwire Corporation representing 68.6% of the
shares outstanding.  The number of shares outstanding of the
Company's Class A common stock as of November 1, 2010 was
243,264,716.  The number of shares outstanding of the Company's
Class B common stock as of November 1, 2010 was 743,481,026.

                   About Clearwire Corporation

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

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

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

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


CLEVELAND UNLIMITED: Misses Notes' Payment; Cut by Moody's to 'D'
-----------------------------------------------------------------
Moody's Investors Service lowered the Probability of Default
Rating for Cleveland Unlimited Inc. to D from Caa3, along with its
Corporate Family Rating (to Ca from Caa2) and the rating for the
company's senior secured notes (also to Ca from Caa2), after Revol
announced it did not make the required payment of principal and
unpaid and accrued interest when its senior secured notes matured
on December 15, 2010.

The company had obtained an agreement from an ad hoc committee of
bondholders to forbear from enforcing their rights until the close
of business on December 17, 2010.  Moody's believes the company is
currently in negotiations with stakeholders to restructure its
balance sheet and expects Revol to fund its business with cash on
hand and cash from operations.

Moody's has taken these rating actions:

Cleveland Unlimited, Inc.

* Corporate Family Rating -- downgraded to Ca, from Caa2

* Probability of Default Rating -- downgraded to D, from Caa3

* Senior Secured Bonds -- downgraded to Ca, LGD3 -- 46%, from
  Caa2, LGD3 -- 36%

* Rating Outlook -- Changed to Stable from Negative

                        Ratings Rationale

The Ca corporate family rating reflects prospects for less than
full recovery for secured lenders in a distress scenario and the
company's weak operating performance, including subscriber losses
and high churn.  Nonetheless, the corporate family rating and the
Ca rating for its senior secured notes incorporates Moody's
expectation that the value of Revol's spectrum and network assets
should contribute towards realizing at least an average recovery
(50%) in a bankruptcy or restructuring scenario.

The last rating action for Revol was on January 28, 2008, when
Moody's downgraded the senior secured bonds to Caa2 (the corporate
family rating was subsequently affirmed on July 17, 2008).

Based in Independence, Ohio, Cleveland Unlimited, Inc, provides
wireless telecommunications services in Ohio, Indiana,
Pennsylvania, and, through a joint venture, Oregon.  Annual
revenue is approximately $135 million.


CNO FINANCIAL: AM Best Upgrades Financial Strength Rating to 'B+'
-----------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating (FSR) to
B+ (Good) from B (Fair) and issuer credit ratings (ICR) to "bbb-"
from "bb" for Bankers Life and Casualty Company (Chicago, IL),
Bankers Conseco Life Insurance Company (Jericho, NY), Colonial
Penn Life Insurance Company (Philadelphia, PA) and Washington
National Insurance Company (WNIC) (Carmel, IN).

A.M. Best also has upgraded the ICR to "bb-" from "b-" and the
existing senior debt rating to "bb-" from "b-" for the group's
ultimate holding company, CNO Financial Group, Inc. (CNO)
(formally known as Conseco, Inc.) (Carmel, IN) [NYSE: CNO].  The
outlook for the ICRs and debt ratings has been revised to stable
from positive, while the outlook for the FSR is stable.

Additionally, A.M. Best has assigned a debt rating of "bb-" to the
new senior secured notes of CNO.  The assigned outlook is stable.

The upgrades reflect CNO's more focused operating profile,
enhanced financial flexibility and improved risk-adjusted
capitalization.  Over the past few years, the company has been
proactive in streamlining and simplifying its focus on markets
where true competitive advantages are achievable while, at the
same time, prudently managing risk.  This strategy has encompassed
significant reinsurance transactions, considerable expense
reductions and the exiting of non-core product lines.
Additionally, A.M. Best views favorably the recent merger of
Conseco Health Insurance Company and Conseco Insurance Company
into WNIC to improve operational efficiencies.  These actions have
facilitated CNO's ability to maintain solid profitability and
foster capital growth, driven by the diverse revenue streams of
its insurance subsidiaries.

The rating actions also reflect CNO's improved financial
flexibility due to its debt restructuring plan, which was
completed December 21, 2010.  The company recently finalized a new
$375 million senior secured credit facility due September 2016,
with more flexibility and slightly more favorable covenants and
issued $275 million of 9.0% senior secured notes due January 2018.
These proceeds, in addition to cash on its balance sheet, have
been used to retire the $652 million of debt outstanding under its
existing senior credit facility.  A.M. Best views favorably the
successful completion of CNO's debt restructuring plan, noting
that the date of maturity for most of the company's debt has been
extended to 2016 and later.  Moreover, the company's recent
performance has better positioned it with respect to its financial
covenants, and A.M. Best has no immediate concerns at this time.

Consistent with some of CNO's peers, A.M. Best has observed
generally declining premium trends across the group's operating
subsidiaries.  Depressed sales within the fixed annuity
marketplace and increasing competition within the Medicare
supplement and supplemental health insurance markets have
pressured CNO's ability to grow these lines of business.
Additionally, despite the improvements in CNO's business profile,
A.M. Best remains concerned regarding the long-term earnings
potential of key product lines given low interest rates and the
likelihood of significant premium rate increases, as well as the
company's ability to improve the performance of its "Other CNO
Business" segment, which houses primarily closed blocks.  A.M.
Best believes that CNO's ability to maintain a healthy cushion on
certain ratios or measures within its new debt covenants is
largely dependent upon its ability to continue to grow profitably.

Although CNO's investment portfolio has improved significantly
during 2010, the potential for additional asset impairments
remains given its exposure to commercial mortgages, commercial
mortgage-backed securities (CMBS) and below investment grade
bonds.  A.M. Best notes that CNO's direct mortgage loans are
fairly well diversified and that the collateral underlying its
CMBS portfolio is performing better than the overall universe with
respect to delinquencies and cumulative losses.  A.M. Best
believes it is vital for CNO to continue to actively manage its
legacy blocks of business, including the challenge of getting re-
rates, in order for those lines of business to be profitable.

A.M. Best also has revised the outlook to stable from negative and
affirmed the FSR of B- (Fair) and ICR of "bb-" of Conseco Life
Insurance Company (CLIC) (Carmel, IN).  The revised outlook
recognizes CLIC's improved investment performance as well as the
settlement of some regulatory issues, partially offset by the
company's modest statutory capitalization, declining premiums and
decreasing net investment income as the company has been placed in
run off.  As such, A.M. Best believes the level of support that
CNO will provide to CLIC in the future remains unclear.

The FSR has been upgraded to B+ (Good) from B (Fair) and the ICRs
to "bbb-" from "bb" for the following key life/health subsidiaries
of CNO Financial Group, Inc.  The outlook for the ICRs has been
revised to stable from positive.

   -- Bankers Life and Casualty Company
   -- Colonial Penn Life Insurance Company
   -- Bankers Conseco Life Insurance Company
   -- Washington National Insurance Company

The following debt ratings have been upgraded and the outlook
revised to stable from positive:

Conseco, Inc.

   -- to "bb-" from "b-" on $176.5 million 7.0% senior unsecured
      convertible debentures, due 2016

   -- to "bb-" from "b-" on $64.0 million 7.0% senior unsecured
      convertible debentures, due 2016

   -- to "bb-" from "b-" on $52.5 million 7.0% senior unsecured
      convertible debentures, due 2016

The following debt rating has been assigned with a stable outlook:

Conseco, Inc.

   -- "bb-" on $275 million 9.0% senior secured notes, due 2018


COMMUNITY-GENERAL HOSPITAL: Moody's Junks Long-Term Bond Rating
---------------------------------------------------------------
Moody's Investors Service has downgraded to Caa1 from B2 the long-
term bond rating assigned to Community-General Hospital of Greater
Syracuse issued through the Onondaga County Industrial Development
Authority.  About $6.7 million of debt is affected.  The outlook
remains negative.

Rating Rationale: The downgrade reflects the continued weak
financial performance reported through the first nine months of FY
2010, a $2 million decline (as of September 30, 2010) in liquidity
since the end of FY 2009 and a new $6 million loan for information
technology needs (related to federal requirements) that will
further suppress an already challenged balance sheet.  While
management is endeavoring to improve performance and is moving
forward with a potential consolidation with nearby University
Hospital, it is Moody's opinion that given the financial
challenges, there would be further rating pressure should CGH not
be able to make its debt service payments, which supports the
maintenance of the negative outlook.

Legal Security: The bonds are secured by a pledge of gross
receipts of the hospital; no mortgage pledge present.  Debt
service reserve fund intact.

Interest Rate Derivatives: None.

                            Challenges

* Financial performance continues to remain weak; fiscal year 2010
  will be the fifth consecutive year of operating losses for the
  hospital with management projecting an operating loss of
  approximately $2 million for full year FY 2010

* FY 2010 represents the fourth year of inpatient admission
  declines, a material 8.7% drop through the first nine months of
  FY 2010 compared to the prior year period

* Cash remains light (31 days cash on hand at September 30, 2010),
  and with the addition of a new $6 million loan to fund a new
  information technology system, cash-to-debt materially weakens
  to a pro-forma 67.9% from 112.5%

* Significantly under-funded pension obligation presents risk to
  CGH's balance sheet; as of December 31, 2009 CGH had an accrued
  pension liability of $29.6 million on its balance sheet and
  management expects to make a $7 million contribution to the plan
  in FY 2011, of which approximately $5 million will be related to
  pension expense with the remaining $2 million funded with cash

* Competitive four market hospital of which CGH has the smallest
  market share (15%)

* Weak demographics in the Syracuse market; characterized by
  declining population, high unemployment, and low wealth indices

* Aging plant (average age of plant is 16.6 years) and although
  CGH has fully funded its depreciation expense for the past 15
  years including renovations for additional private room capacity
  in 2009 and 2010, the ability to continue to invest in the plant
  in the future remains an ongoing competitive concern

                            Strengths

* Modest absolute level of debt ($9.1 million as of September 30,
  2010); although debt increases materially on a pro-form basis
  when including the new $6 million loan for information
  technology which is related to federal requirements for
  hospitals to adopt electronic health record systems by 2012. CGH
  management expects most or all of the EHR debt to be reimbursed
  by federal stimulus funds although Moody's cannot express with
  certainty that such funds will be available.

* Debt service reserve fund currently funded at $3 million
  provides additional protection to bondholders

* Conservative investment allocation (100% fixed income and money
  market funds) helps to preserve CGH's liquidity

* Some moderate growth in CGH's orthopedics and urology volumes, a
  direct result of management's strategy to grow these service
  lines

                   Recent Developments/Results

The downgrade to Caa1 is a result of multiple years of material
inpatient volume declines culminating in what FY 2010 will mark as
the fifth consecutive year of operating losses for CGH, as well as
Moody's concerns that if a merger with SUNY Upstate does not occur
CGH will be unable to invest in key capital and strategic
initiatives.  With little room on its balance sheet to invest in
improvements to physical plant and equipment and physician
alignment, further erosion to volumes and financial performance
may continue.

At Moody's last review CGH was in the process of pursuing
considering an affiliation with local competitor Crouse Hospital,
but in June 2010 CGH's board decided to terminate the discussions.
Negotiations are currently underway with a new potential partner,
University Hospital (SUNY Upstate) also located in Syracuse,
although at this time it remains unclear when the potential
acquisition will occur, and Moody's cannot express with certainty
that the consolidation will come to fruition.

Inpatient admissions declined by 8.7% through nine months of FY
2010, and financial performance during the same period shows an
operating loss of $1.5 million (-1.6% margin) compared to a
$2.1 million loss (-2.3% margin) through the first nine months of
FY 2009.  Management projects a $1.8 million to $2.0 million loss
for full FY 2010, which would be on par with performance in FY
2009 ($2.2 million loss; -1.8% margin).  Operating cash flow
through nine months of FY 2010 totaled $2.5 million (2.6% margin),
a slight improvement over the $1.9 million (2.2%) generated the
prior year same period although well below Moody's national median
of 9.0%.  Despite inpatient admission declines, CGH was able to
grow revenues in FY 2009 and through nine months of FY 2010 which
management attributes to growth in outpatient surgeries (up 8.1%
through the interim period).  Outpatient surgical volumes have
shown improvement due to the hospital's investment in a daVinci
robotic system in FY 2008 which has led to growth particularly in
urologic and gynecologic surgeries.  Nonetheless, inpatient
volumes show a multi-year trajectory downward that will likely
result in very weak cash flow generation.

Balance sheet indicators remain very thin, with just $10.3 million
(31 days) of unrestricted cash and investments as of September 30,
2010.  Cash is invested conservatively, with no allocation to
equities (CGH holds its cash primarily in money market funds and
fixed income instruments).  With the addition of the $6 million
loan (payable over 10 years) to fund information technology
associated with an electronic health record, pro-form cash-to-debt
falls to 67.9%, compared to 108.8% cash-to-debt as of FYE 2009.
Capital spending for FY 2010 is expected to total $3.5 million,
which is substantially less than the $7.3 million spent in FY
2009, and management's FY 2011 capital budget anticipates spending
just $2-3 million.  CGH's average age of plant is a high 16.6
years, and the additional curtailments in capital spending will
result in this number continuing to grow.  The balance sheet faces
additional pressure due to pension funding requirements.  As of
December 31, 2009, CGH's balance sheet shows the defined benefit
pension plan obligation of $32.9 million that will need to be
addressed by CGH.  Management expects to contribute a total of
$7 million in FY 2011 compared to a $5 million pension expense,
therefore representing a $2 million impact to unrestricted cash.
If unable to secure a strategic partnership, affiliation, or
merger, Moody's believe the CGH's already weak balance sheet will
continue to be negatively affected by poor operating performance
and large liabilities associated with the pension.

Located in suburban Syracuse, New York, CGH is a 306-bed, single-
site hospital that provides medical, surgical, orthopedic, low-
risk obstetric, and psychiatric services to residents of Central
New York.  CGH is the smallest of four hospitals in the Syracuse
market (reflected by a narrow 15% market share).  CGH's
competitors include Crouse Hospital (506-beds), St.  Joseph's
Hospital (431-beds), and University Hospital (409-beds).  In
addition, CGH faces continual competition from physician-owned
outpatient surgery centers, and as a result has seen a decline in
outpatient and ancillary volumes in recent years.  Moody's notes
favorably that CGH has grown its orthopedic and urology services
lines, but, in general, volumes have been steadily declining year-
over-year.  While demographic characteristics appear satisfactory
when compared to other upstate New York communities, Syracuse
continues to be challenged with a declining population, income
levels well below state and national medians, and low wealth
indicators.

                             Outlook

While management is endeavoring to improve performance and is
moving forward with a potential consolidation with nearby SUNY
University Hospital, it is Moody's opinion that given the current
and near term financial challenges, there would be further rating
pressure should CGH have a payment default, which supports the
maintenance of the negative outlook.

                What Could Change the Rating Up

Material and sustained improvement in operating performance and
commensurate increases in liquidity measures.  A rating upgrade in
the near term is unlikely.

               What Could Change the Rating Down

Further decline in operating performance or liquidity, additional
debt, or an event of default leading to immediate acceleration.

                          Key Indicators

Assumptions & Adjustments:

    -- Based on financial statements for Community General
       Hospital of Greater Syracuse

  -- First number reflects audit year ended December 31, 2009

  -- Second number reflects nine month interims ended
     September 30, 2009, annualized; includes $6 million of an
     additional liability associated with loan for a new IT system

  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 8,304; 5,730 through nine months of FY
  2010

* Total operating revenues: $122.0 million; $123.5 million

* Moody's-adjusted net revenue available for debt service:
  $4.0 million; $4.0 million

* Total debt outstanding: $10.9 million; $15.1 million

* Maximum annual debt service (MADS): $2.5 million; $2.2 million

* MADS Coverage with reported investment income: 1.28 times; 1.74
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.57 times; 1.77 times

* Debt-to-cash flow: 3.30 times; 4.46 times

* Days cash on hand: 36.4 days; 31.1 days

* Cash-to-debt: 108.8%; 67.9%

* Operating margin: -1.8%; -1.6%

* Operating cash flow margin: 2.6%; 2.6%

Rated Debt (debt outstanding as of September 30, 2010):

  -- Series 1993B: $6.9 million outstanding; Caa1
  -- Series 1998: $1.2 million outstanding; Caa1

The last rating action with respect to Community General Hospital
of Syracuse was on December 21, 2009, when the municipal finance
scale rating was downgraded to B2 from B1 and negative outlook was
affirmed.  That rating was subsequently recalibrated to a global
scale rating on May 7, 2010.


COMSTOCK MINING: P. Palmedo Discloses 18.76% Equity Stake
---------------------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission on December 16, 2010, Peter F. Palmedo disclosed that
he beneficially owns 4,848,484 shares of Comstock Mining Inc.
common stock representing 18.76% of the shares outstanding.  The
number of shares of Common Stock, $0.000666 par value, of the
Company outstanding at November 11, 2010 was 20,996,234.

Other affiliates of Mr. Palmedo beneficially own these securities:

                                         Shares          Equity
                                    Benificially Owned   Stake
                                    ------------------   ------
Palmedo Holdings LLLP                  4,848,484        18.76%
Sun Valley Gold LLC                    4,848,484        18.76%
Sun Valley Gold Master Fund, Ltd.      3,141,818        13.02%

                      About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company's balance sheet at September 30, 2010, showed
$5.6 million in total assets, $46.6 million in total liabilities,
and a stockholders' deficit of $41.0 million.

As reported in the Troubled Company Reporter on April 15, 2010,
Jewett, Schwartz, Wolfe & Associates expressed substantial doubt
about Goldspring, Inc.'s ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has operating and liquidity concerns and
has incurred historical net losses approximating $55.0 million as
of December 31, 2009.  The Company also used cash in operating
activities of $3.6 million in 2009.


CONSTELLATION BRAND: Moody's Affirms 'Ba3' Corporate Family Rating
------------------------------------------------------------------
Moody's affirmed Constellation Brand's ratings including its Ba3
Corporate Family Rating and changed the outlook to positive from
stable.

The outlook change follows the announcement that the company has
signed an agreement with private equity firm CHAMP of Sydney
Australia U.K. to sell 80 % of its UK and Australia businesses for
approximately $230 million, subject to closing adjustments.
Proceeds will be applied to reduce debt.  The transaction includes
virtually all Constellation's Australian, U.K., and South African
brands, wineries, facilities, vineyards, and the company's 50
percent interest in Matthew Clark, the U.K. wholesale joint
venture.

"The sale creates a smaller and less diversified, but more
profitable and more transparent business with less risk", said
Linda Montag, Moody's Senior Vice President.  The positive outlook
reflects the view that the company will be able to generate higher
margins on a smaller revenue base, reduce the need for constant
restructuring charges which have been incurred to address these
underperforming businesses, and will also benefit from the
reduction of certain lease and pension adjustments associated with
the international businesses that have kept adjusted leverage at
or slightly above 5 times despite ongoing debt paydown in recent
years.  While Moody's don't expect dramatic de-leveraging as a
result of the transaction, Moody's believe that adjusted leverage
is likely to fall below 5 times following the sale (absent other
management actions that might increase leverage).

Constellation's Ba3 rating reflects its scale and market
diversification, its broad portfolio of brands covering the
premium wine, spirits and imported beer categories, franchise
strength, solid profitability, and efficiency.  Offsetting these
strengths are Constellation's substantial financial leverage,
historical track record of acquisitions and more recently,
divestitures which distort comparability, and the troubles it has
had with the businesses it has now agreed to divest.  The
company's recent debt reduction efforts and focus on driving
organic growth, rather than an historically more aggressive and
acquisition-focused growth strategy, are credit positives as is
the exit of the underperforming international businesses.

An upgrade could result if the company sustains strong operating
performance over the medium term, shows improvement in
profitability and leverage following the sale of its US and
Australian operations, and if management shows a firm commitment
to a more conservative financial management strategy, including
setting financial targets that permanently reduce leverage levels
such that Debt to EBITDA is sustained below 5 times and EBIT to
Interest remains above 3 times, per Moody's definitions.

The last rating action for the company took place on January 26,
2010, when the company amended and extended its bank facilities.

Headquartered in Victor, New York, Constellation Brands, Inc., is
a leading international wine company with a broad portfolio of
premium brands across the wine, spirits, and imported beer
categories.  Major brands in the company's current portfolio
include, Robert Mondavi, Clos du Bois, Ravenswood, Blackstone,
Nobilo, Kim Crawford, Inniskillin, Jackson-Triggs, Arbor Mist,
Black Velvet Canadian Whisky, and SVEDKA vodka.  It imports Corona
through the Crown Imports Joint Venture.  For LTM August 2010,
reported net revenue was approximately $3.3 billion.


CONTINENTAL COMMON: Has Access to PNC Cash Coll. Until Feb. 21
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Continental Common, Inc., to use PNC Bank, N.A.'s cash
collateral until February 21, 2011, at 4:00 p.m. (Central Time).

As of the Petition Date, PNC holds allowable claims against the
Debtor in an aggregate of $17,310,563 of unpaid principal, plus
any and all other interest, fees, cost, expenses, charges, other
debts or obligations of the Debtor to PNC under the prepetition
claim documents.  The indebtedness is secured by perfected and
unavoidable first priority liens and security interests in, inter
alia, substantially all assets of the Debtor.

The Debtor would use the cash collateral to (i) fund the
maintenance of its assets; (ii) sell or otherwise liquidate its
assets; (iii) provide financial information; (iv) pay necessary
employees, payroll taxes, overhead, and other expenses necessary
to maximize the value of the Debtor's assets.

As adequate protection of the lender's interests in the collateral
and the cash collateral, the Debtor will make a monthly interest
payment to PNC.

The Debtor is also authorized to segregate, remit, and deposit all
cash collateral in the Debtor's accounts at Bank of America.

In addition, any and all cash collateral in the cash collateral
accounts at the end of each month that is greater than $50,000
above the beginning cash balance for the subsequent month will
be transferred to PNC by the Debtor and applied against the
prepetition claims.  All funds transferred to PNC hereunder
constitute cash collateral of PNC.

                  About Continental Common, Inc.

Dallas, Texas-based Continental Common, Inc., filed for Chapter 11
bankruptcy protection on October 28, 2010 (Bankr. N.D. Tex. Case
No. 10-37542).  Melissa S. Hayward, Esq., at Franklin Skierski
Lovall Hayward LLP, represents the Debtor.  The Company disclosed
$29,250,424 in assets and $25,150,836 in liabilities.


CONTINENTAL COMMON: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Continental Common, Inc., filed with the U.S. Bankruptcy Court for
the Northern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $28,936,417
  B. Personal Property              $314,007
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,927,020
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $365,370
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $6,858,446
                                 -----------      -----------
        TOTAL                    $29,250,424      $25,150,836

Dallas, Texas-based Continental Common, Inc., filed for Chapter 11
bankruptcy protection on October 28, 2010 (Bankr. N.D. Tex. Case
No. 10-37542).  Melissa S. Hayward, Esq., at Franklin Skierski
Lovall Hayward LLP, represents the Debtor.  The Debtor estimated
assets and debts at $10 million to $50 million.


COOPERATIVE DE SEGUROS: AM Best Keeps B- Financial Strength Rating
------------------------------------------------------------------
A.M. Best Co. has revised the outlook to positive from stable and
affirmed the financial strength rating of B- (Fair) and issuer
credit rating of "bb-" of Cooperativa de Seguros de Vida de Puerto
Rico (COSVI) (San Juan, PR).  COSVI is a cooperative life
insurance company owned by cooperative organizations in Puerto
Rico.

The rating actions reflect COSVI's improved operating results,
risk-adjusted capitalization as measured by Best's Capital
Adequacy Ratio and its strategic shift to stable and profitable
lines of business.  In 2010 COSVI reported positive net gains from
operations as a result of the sale of its unprofitable group
health plan and Medicare Advantage lines of business.  However,
residual losses from the run off of these businesses continue to
impact the current year's operating results.  Additionally,
COSVI's risk-adjusted capitalization also has improved due to its
positive operating results, reduced level of risk surrounding
health lines of business and improvement in its capital and
surplus funds.  A.M. Best notes that the combined results of
COSVI's remaining lines of business, including life, annuities,
credit life and individual accident and health, produced favorable
statutory operating gains in the most recent period and increasing
positive results are projected going forward.  In addition, COSVI
has the commitment of its members to support the entity's
financial flexibility.

Partially offsetting these positive rating factors are COSVI's low
risk-adjusted capitalization relative to its insurance and
investment risks, somewhat high exposure to real-estate,
mortgages, common stocks and leveraged capital structure, which is
represented by sizeable amounts of surplus notes and preferred
contribution of certificates.


CORMELLO LLC: Files for Bankruptcy Amid Public Nuisance Clamor
--------------------------------------------------------------
Cormello LLC filed for Chapter 7 bankruptcy early this month.

Melanie Cohen, writing for Dow Jones' Daily Bankruptcy Review,
reports that the filing was made just hours after owner Dominic
D'Mello was set to appear in Washtenaw County Circuit Court for an
emergency hearing, according to Ms. Cohen, citing news Web site
AnnArbor.com.

Cormello owns a manufactured and mobile-home park in Michigan.
Ms. Cohen relates that, according to documents filed in the
Detroit bankruptcy court, the township of Ypsilanti alleged that
the Ypsilanti Mobile Village "consitutes a public nuisance, with
imminent and identifiable harm to the public health or safety."

The report also says officials in Ypsilanti, a community of about
50,000 people some 30 miles from Detroit, had hoped that the judge
would declare the site a public nuisance and force Mr. D'Mello to
demolish the remaining trailers.  But because of the bankruptcy
filing, Cormello was automatically stayed from legal action
against it.

The report notes court documents filed last week, however, say
that the township is also not precluded from seeking relief "in
the nature of civil contempt, penalties or otherwise, including
but not limited to the entry of a money judgment."  But the
documents also deny the township's request to lift Cormell's
automatic stay "as it pertains to any act to create, perfect, or
enforce any lien against the property."

The report relates Township attorney Doug Winters told
AnnArbor.com that in his opinion, Mr. D'Mello's lawyers have
"abused the Bankruptcy Code and filed bankruptcy in the 12th
hour."  "When someone holds you accountable, you really show a lot
of courage by running and hiding behind the skirts of the
bankruptcy court," he said.


CREDIT-BASED ASSET: Proofs of Claim Due by January 31
-----------------------------------------------------
The Honorable Allan L. Gropper directs creditors of Credit-Based
Asset Servicing Securitization LLC and its debtor-affiliates
holding claims that arose prior to Nov. 12, 2010, to file their
proofs of claim by 8:00 p.m., prevailing Eastern Time, on Jan. 31,
2011.  Claim forms and other documents relating to the claims bar
date are available at http://www.donlinrecano.com/cbassat no
charge.

                          About C-Bass

Credit-Based Asset Servicing and Securitization LLC is a
subprime mortgage investor based in New York City.  C-Bass is
a joint venture, owned in part by units of mortgage insurers
MGIC Investment Corp. and Radian Group Inc.

C-Bass and seven affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 10-16040) on Nov. 12, 2010.  C-Bass
disclosed $23.7 million in assets and $2.16 billion in
liabilities in its Schedules of Assets and Liabilities.
The Debtors' liabilities include $195.8 million of secured
debt.

Peter S. Partee, Esq., Richard P. Norton, Esq., Robert A. Rich,
Esq., and Scott Howard Bernstein, at Hunton & Williams LLP
represent the Debtors.  Donlin, Recano & Company is the claims
and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
C-BASS' chapter 11 cases and that committee is represented by Mark
T. Power, Esq. -- mpower@hahnhessen.com -- and Jeffrey Zawadzki,
Esq. -- jzawadzki@hahnhessen.com -- at Hahn & Hessen LLP in New
York City.

The affiliates that filed separate Chapter 11 petitions are
C-BASS CBO Holding LLC, C-BASS Credit Corp., C-BASS Investment
Management LLC, NIM I LLC, Pledged Property II LLC, Starfish
Management Group LLC, and Sunfish Management Group LLC.


CREDITRON FINANCIAL: Could End Up in Chapter 7 Liquidation
----------------------------------------------------------
Ed Palattella at GoErie.com reports that a federal bankruptcy
judge will convene a hearing to consider liquidating Creditron
Financial Corp. under Chapter 7, or appointing a trustee to
oversee its operations -- instead of approving the sale of
Creditron's assets to Veteran Call Center LLC.

According to the report, Veteran Call Center LLC is the only
prospective buyer of Creditron Financial.  The judge, the report
relates, is prepared to reject the proposed sale because of what
it characterized as the missteps of Creditron's owners, Alfred D.
Covatto, Creditron's chief executive, and his wife, Joyce M.
Covatto, its president.  The judge said the Covattos failed to
abide by:

   * a December 15 court order and repay $26,200 in rent their
     real estate business had collected from Creditron, the debtor
     in the bankruptcy case; and

   * a December 17 directive, in which a court-approved examiner
     urged the Covattos to remove a $4.8 million intangible asset
     from Creditron's monthly operating reports.

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


CROSSTOWN STOR-N-MORE: Plan Outline Hearing Moved to Jan. 24
------------------------------------------------------------
Crosstown Stor-N-More Self Storage, LLC, asks the U.S. Bankruptcy
Court for the Middle District of Florida to extend its exclusive
periods to file and solicit acceptances for the proposed chapter
11 plan until February 15, 2011, and April 18, respectively.

In abundance of caution, the Debtor requests that the Court extend
its exclusivity periods.  The Debtor relates that the Court has
continued until January 24, 2011, at 2:30 p.m., the consolidated
hearing on approval of the disclosure statement and confirmation
of the plan.

As reported in the Troubled Company Reporter on December 3, the
Debtor has filed a proposed Chapter 11 plan that will be funded
from the operations of the Debtor's business, the equity payment
of Crosstown Operating, LLC, and the payment of Daryl Brown,
president of Interstate Business Centers, Inc., the Debtor's
managing member, in exchange for an injunction during term of the
Plan.

Under the Plan, Cadence Bank, N.A., which holds a secured claim,
will receive 239 equal monthly payments of principal and interest
at 5.25% per annum amortized over 30 years in the approximate
monthly amount of $47,283, and one final balloon payment equal to
then outstanding principal and unpaid interest amount owed.

Secured creditor PPTS 500, LLC, the certificate holder of 2009
real property taxes, will be paid by 60 equal monthly payments
plus interest at a rate of 4.5% per annum in the amount of $2,229
beginning upon the effective date of the Plan.

Holders of general unsecured claims that are non-insiders will be
paid in full.  The Debtor will pay the non-insider unsecured
claims in full over the term of the Plan.

Majority of the unsecured claims held by Daryl Brown and related
insiders will receive no distribution.

The Debtor's membership interest will be extinguished.

Crosstown Operating, LLC, or its assign or nominee, in exchange
for an immediate cash payment paid on the effective date of
$30,000, will acquire 100% of the equity interest of the Debtor.
The $30,000 cash payment will be utilized to fund the Plan.

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

          About Crosstown Stor-N-More Self Storage, LLC

Bradenton, Florida-based Crosstown Stor-N-More Self Storage, LLC's
business consists of a self storage facility, an executive office
center, and a car wash in Tampa, Florida.  Crosstown filed for
Chapter 11 protection on August 20, 2010 (Bankr. M.D. Fla. Case
No. 10-20055).  Alberto F. Gomez, Jr., Esq., at Morse & Gomez, PA,
assists the Debtor in its restructuring effort.  The Debtor
estimated assets at $10 million to $50 million and debts at
$1 million to $10 million in its Chapter 11 petition.


DIGITAL REALTY: Fitch Affirms 'BB+' Preferred Stock Rating
----------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Digital Realty
Trust, Inc., and its operating partnership, Digital Realty Trust,
L.P.:

Digital Realty Trust, Inc.

  -- Issuer Default Rating at 'BBB';
  -- $502.5 million convertible preferred stock at 'BB+'.

Digital Realty Trust, L.P.

  -- IDR at 'BBB';

  -- $750 million senior unsecured revolving credit facility at
     'BBB';

  -- $1.1 billion senior unsecured notes at 'BBB';

  -- $376.4 million senior unsecured exchangeable debentures at
     'BBB'.

The Rating Outlook is Stable.

The affirmation of Digital Realty's IDR at 'BBB' reflects the
company's consistent operating performance of its portfolio of
datacenters and other technology properties, good unencumbered
asset coverage of unsecured debt, and strong management team
including technical staff.  Offsetting factors incorporated into
the existing ratings include a concentration in certain core
markets, which stems from the fact that datacenters are niche
assets that are typically located in major population centers with
power availability, fiber routing infrastructure, and Internet
exchange points.  Digital Realty also has a degree of tenant
concentration, although the company continues to become less
concentrated via portfolio expansion.  The company also has an
active development and redevelopment platform that improves
earnings power and the quality of the overall portfolio but also
adversely impacts other near-term liquidity needs and is
contingent upon access to capital.

Demand for datacenter space continues a positive trajectory due to
a growing need for corporate applications, cloud computing (shared
resources provided to Internet computing devices on demand),
colocation space (multi-tenant datacenter product provided on the
basis of individual racks or cages), telecommunication network
services, and activities such as social networking.  Digital
Realty's portfolio includes turn-key datacenters that offer
metered power to various customers, as well as powered-base
building space that enables tenants to build out their own
datacenter facilities.  Therefore, the portfolio is positioned to
take advantage of various demand drivers.  According to Tier1
Research, LLC, demand for multi-tenant datacenters will grow 15%
annually on average for 2011 through 2013, while supply will
increase by only 7.5% annually on average, which should enable
Digital Realty to increase rents upon renewal.

The company's fixed charge coverage ratio (defined as recurring
operating EBITDA less recurring capital expenditures less
straight-line rent adjustments divided by total cash interest
incurred and preferred dividends) was 2.6 times for the latest 12
months (LTM) ended Sept. 30, 2010, compared with 2.5x and 2.2x for
full-year 2009 and 2008, respectively.  The company has a weighted
average remaining lease term of 6.9 years as of Sept. 30, 2010 and
signed new leases at $104.70 per square foot in third quarter 2010
(3Q'10) compared with $29.49 on expiring rent per square foot as a
result of meaningful leasing of turn-key space that carries
substantially higher rents than other space.

While leases on space set to expire in the near term include turn-
key datacenters as well as powered-base buildings and non-
technical space, Fitch anticipates that the company's fixed charge
coverage ratio will continue to be supported by long-term income
that has further upside potential as additional leases expire.
Fitch anticipates that mid-single-digit same-property net
operating income growth -- driven by lease signings of existing
customers and new leases -- along with incremental cash flow from
acquisitions and redevelopment and the recent redemption of series
B preferred stock, will result in fixed charge coverage remaining
in a range of 2.5x to 3.0x, which is strong for the 'BBB' IDR.

Digital Realty also has a high-quality portfolio of unencumbered
datacenters that provide value to bondholders.  Unencumbered asset
coverage of unsecured debt -- calculated as annualized 3Q'10
unencumbered property NOI per the company's bond covenants divided
by a stressed capitalization rate of 10% to unsecured debt - is
appropriate for the 'BBB' IDR at 2.4x.  Unencumbered asset
coverage would be 2.7x at a capitalization rate of 9%, which is
generally consistent with pricing on the company's acquisition of
the Rockwood Capital/365 Main Portfolio for $725 million in July
2010 and other recent acquisitions.

The ratings are further supported by Digital Realty's strong
management team that is focused on maintaining consistent
leverage.  The company's net debt to LTM recurring operating
EBITDA was 5.7x as of Sept. 30, 2010 compared with 4.5x and 4.4x
as of Dec. 31, 2009 and Dec. 31, 2008, respectively.  However, net
debt to annualized 3Q'10 recurring operating EBITDA was 4.9x in
3Q'10 and is expected to remain in a range of 4.5x to 5.0x over
the next 12-24 months, due principally to EBITDA growth via
acquisitions and redevelopment coupled with the company's
commitment to a 5.0x leverage ratio.

Management also has technical acumen, focused on providing
operational efficiencies and reliability.  For example, the
company enters into volume contracts with equipment manufacturers
and has experienced very limited downtime in any of its
datacenters.

The company is focused on areas with high demand for datacenter
space including Silicon Valley (13.7% of rent in 3Q'10), San
Francisco (10.3%), New York/New Jersey (10.2%), Chicago (9.9%),
and Northern Virginia (9.8%).  Technology firms and larger
enterprises continue to drive space for datacenters in Silicon
Valley and San Francisco, while Internet enterprises, hosting
firms, and various industry verticals bolster demand in the
greater New York, Chicago, and Northern Virginia areas.  Digital
Realty's presence in higher-barrier-to-entry markets offsets the
nominal geographical focus of the portfolio.  Furthermore, Digital
Realty recently expanded its footprint beyond North America and
Europe into Singapore and is expected to further grow its presence
across the Asia-Pacific rim, including Hong Kong and Sydney.

The 'BBB' IDR takes into account credit weaknesses including
Digital Realty's exposure to certain tenants, although the tenant
roster continues to become less concentrated via portfolio
expansion.  Top tenants as of Sept. 30, 2010 were Savvis
Communications (8.0% of annualized rent), Equinix Operating
Company, Inc. (4.3%) and Facebook, Inc. (3.8%).  Rent from the
company's top three tenants comprised 16.1% of total rent as of
Sept. 30, 2010, compared with 18.9% and 20.7% as of Dec. 31, 2009
and 2008, respectively, when top tenants were Savvis, Equinix and
Qwest Communications International, Inc. (Fitch IDR of 'BB-', on
Rating Watch Positive).

The company's base case liquidity coverage ratio assuming no
additional capital raises (unrestricted cash, availability under
the company's unsecured revolving credit facility, and projected
retained cash flows from operating activities after dividends and
distributions, divided by debt maturities and projected recurring
capital expenditures) was 1.5x for Oct. 1, 2010 to Dec. 31, 2012,
and 3.4x if the company refinances 90% of upcoming secured debt.
However, liquidity coverage would be 1.0x if the company incurs
$487.5 million of development and redevelopment capital
expenditures (the midpoint of the company's guidance of
$450 million to $525 million).  In addition to having adequate
liquidity, Digital Realty has covenants related to its unsecured
credit facility and senior unsecured notes that do not limit its
financial flexibility.

The two-notch difference between Digital Realty's IDR and
preferred stock rating is consistent with Fitch's criteria for
corporate entities with an IDR of 'BBB'.  Based on the criteria
report, 'Equity Credit for Hybrids & Other Capital Securities,'
Digital Realty's preferred stock is 75% equity-like and 25% debt-
like, since it is perpetual and has no covenants but has a
cumulative deferral option.  Net debt plus 25% of preferred stock
to recurring operating EBITDA for the LTM ended Sept. 30, 2010 was
6.0x and 5.2x in 3Q'10 compared with 5.0x and 4.9x as of Dec. 31,
2009 and 2008, respectively.

The Stable Outlook reflects that while Digital Realty's credit
metrics are strong for the 'BBB' IDR and demand for datacenter
space continues to solidify the company's strong market position
in a niche real estate sector, it has yet to steer through various
cycles.  In addition, while the company has strong proven access
to equity and debt capital, the depth of the secured debt
financing market as a source of contingent liquidity for
datacenter REITs has been borne out by only limited years of
history and may be subject to disruption given the uncertainties
of technology demand.

These factors may have a positive impact on Digital Realty's
ratings and/or Outlook:

  -- Fixed charge coverage sustaining above 3.0x (fixed charge
     coverage ratio was 2.6x for the LTM ended Sept. 30, 2010 and
     is expected to remain in a range between 2.5x and 3.0x);

  -- Net debt to recurring operating EBITDA sustaining below 4.5x
      (leverage was 4.9x in 3Q'10 and 5.7x for the LTM ended Sept.
     30, 2010 but is expected to remain in a range of 4.5x to
     5.0x);

  -- Broader tenant and asset diversification.

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

  -- Fixed charge coverage sustaining below 2.5x;
  -- Net debt to recurring operating EBITDA sustaining above 6.0x;
  -- Liquidity coverage below 1.0x.

Digital Realty is an equity real estate investment trust with
$5.8 billion in undepreciated book assets and a total market
capitalization of $9.2 billion as of Sept. 30, 2010.  As of
Sept. 30, 2010, Digital Realty's portfolio consisted of 95
properties, excluding two properties held as investments in
unconsolidated joint ventures, of which 81 are located throughout
North America and 14 are located in Europe.  The company's
properties are located in major markets where corporate datacenter
and technology tenants are concentrated, including the Boston,
Chicago, Dallas, Los Angeles, New York Metro, Northern Virginia,
Phoenix, San Francisco and Silicon Valley metropolitan areas in
the U.S., and the Amsterdam, Dublin, London and Paris markets in
Europe, and Singapore.


DUNKIN' BRANDS: S&P Assigns Corporate Credit Rating at 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Canton, Mass.-based Dunkin' Brands Inc.
The outlook is stable.

At the same time, S&P assigned a 'B+' issue-level rating to the
company's $1.35 billion senior secured credit facility, with a
recovery rating of '2', indicating S&P's expectation of
substantial recovery (albeit at the low end of the 70%-90% range)
in the event of a payment default.

In addition, S&P assigned a 'CCC+' issue-level rating to the
company's $625 million senior unsecured notes, with a recovery
rating of '6', indicating its expectation of negligible (0%-10%)
recovery in the event of a payment default.

The new debt was initially issued by Dunkin' Finance Corp.
Following the repayment of the securitization debt, Dunkin'
Finance was merged into Dunkin' Brands, with Dunkin' Brands being
the surviving entity.  The company plans to register the unsecured
notes under the Securities Act of 1933.

"The ratings on Dunkin' Brands reflect S&P's assessment of its
business risk profile as fair, characterized by its significant
recurring revenues due to its highly franchised business model and
good market position," said Standard & Poor's credit analyst Andy
Sookram, "which S&P think will contribute to modest growth in
revenues and cash flows in the near term." The ratings also
incorporate S&P's view that while the company's financial risk
profile is highly leveraged, the refinancing has helped improve
financial flexibility in the medium term by making debt maturities
more manageable.


DUPONT FABROS: S&P Affirms 'BB-' Corporate Credit Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit ratings on DuPont Fabros Technology Inc. and its subsidiary
DuPont Fabros Technology L.P.  At the same time, S&P revised its
recovery rating on the company's $550 million senior unsecured
notes to '2' from '3' on improved recovery prospects following a
recent term loan prepayment, portfolio growth, and leasing
improvement.  At the same time, S&P raised its issue-level credit
rating on the company's senior unsecured notes to 'BB' from 'BB-'.
S&P's stable outlook remains unchanged.

"S&P's ratings on DuPont Fabros reflect the company's fair
business profile, characterized by a comparatively small and
geographically concentrated portfolio of good-quality
datacenters," said credit analyst Eugene Nusinzon.  "The company's
core portfolio exhibits moderate tenant concentration, though it
remains well-leased to a renter base with generally good credit
quality.  S&P view DuPont Fabros' financial profile as aggressive,
given its weak coverage measures and aggressive development
appetite.  However, S&P note that leverage is moderate and believe
that liquidity is adequate to cover near-term capital needs."

The stable outlook reflects S&P's expectation that DuPont Fabros'
well-leased core portfolio, with very manageable lease expirations
and contractual rent increases, along with expected revenue
contributions from the lease-up of new facilities will provide
modest contributions to cash flows.  S&P also expect that
management will continue to fund development in a balanced manner
and maintain adequate liquidity.  The ratings could come under
pressure if leasing of new assets falters, the company pursues
development beyond current levels, or if funds from operations
(FFO) fail to cover all fixed charges, including the common
dividend.  Alternatively, S&P would consider raising its rating on
the company if the portfolio continues to grow and diversify FFO,
fixed-charge coverage improves to near 2.3x, and FFO continues to
cover all fixed charges, including the common dividend.


ELEPHANT TALK: Withdraws Post-Effective Amendment of Form S-8
-------------------------------------------------------------
Pursuant to Rule 477(a) promulgated under the Securities Act of
1933, as amended, Elephant Talk Communications, requests the
immediate withdrawal of its Post-Effective Amendment No. 2 to its
Registration Statement on Form S-8 (File No. 333-170769), together
with all exhibits thereto since the wrong EDGAR heading was used
in the filing.  The Registration Statement Amendment was filed
with the Securities Exchange Commission on December 13, 2010 using
the EDGAR POS AM when it should have been S-8 POS, since it was a
post-effective amendment to a registration statement on Form S-8
previously filed on July 21, 2006 and amended on November 15,
2006.  No securities were sold in connection with the Registration
Statement Amendment.

The Company requests this withdrawal because the Registration
Statement was filed with an incorrect EDGAR header.  As a result
of this error, the Company has been informed the EDGAR system did
not accept the filing as an automatically effective registration
statement, as intended by the Company.  Following withdrawal, the
Company will re-file the Registration Statement with the correct
header.

The Company understands that, pursuant to Rule 477(b) promulgated
under the Securities Act, this application for withdrawal will be
deemed granted at the time filed with the SEC unless, within 15
calendar days after the filing, the SEC notifies the Company that
the application for withdrawal will not be granted.

On December 17, 2010, Elephant Talk re-filed the Post-Effective
Amendment No. 2 to the Registration Statement on Form S-8 dated
July 21, 2006 (file No. 333-135971), 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.

                        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.


FAIRPOINT COMMUNICATIONS: Wins Vermont Settlement Approval
----------------------------------------------------------
FairPoint Communications Inc. said it has reached agreement with a
Vermont regulatory board on a settlement that will allow the
company to complete the confirmation hearing on its reorganization
plan, according to a December 28 filing with the Securities and
Exchange Commission.

As a condition precedent to the effectiveness of the Company's
plan of reorganization under the Bankruptcy Code, the Company
needed to obtain certain regulatory approvals from various
regulatory authorities, including the Vermont Public Service
Board.  The Vermont Board did not initially provide its requisite
approval.  The Company made efforts to address certain issues that
were raised by the Vermont Board and submitted a renewed request
for the Vermont Board to provide its approval.  On December 23,
2010, the Vermont Board entered an order providing its requisite
approval.

Having obtained the Vermont Board's approval, on December 27,
2010, the Company filed with the Bankruptcy Court a motion, among
other things, (i) requesting approval of a form of supplemental
disclosure to the Company's creditors -- a form of such
supplemental disclosure is attached as an exhibit to the motion --
and (ii) scheduling a continuation of the hearing on the
confirmation of the Joint Plan of Reorganization of FairPoint
Communications, Inc.

                 About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- owns and operates local exchange
companies in 18 states offering advanced communications with a
personal touch, including local and long distance voice, data,
Internet, television and broadband services.  FairPoint is traded
on the New York Stock Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection on
Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335).  Rothschild Inc.
is acting as financial advisor for the Company; AlixPartners, LLP
as the restructuring advisor; and Paul, Hastings, Janofsky &
Walker LLP is the Company's counsel.  BMC Group is claims and
notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million
in stockholders' equity.

Andrews Kurth is counsel to the Official Committee of Unsecured
Creditors.  Altman Vilandrie is the operational consultant to the
Creditors' Committee.  Verrill Dana is the Creditors' Committee's
special regulatory counsel.  Jeffries serves as the Creditors'
Committee's financial advisor.


FAIRPOINT COMMUNICATIONS: Wins Vermont Settlement Approval
----------------------------------------------------------
FairPoint Communications Inc. said it has reached agreement with a
Vermont regulatory board on a settlement that will allow the
company to complete the confirmation hearing on its reorganization
plan, according to a December 28 filing with the Securities and
Exchange Commission.

As a condition precedent to the effectiveness of the Company's
plan of reorganization under the Bankruptcy Code, the Company
needed to obtain certain regulatory approvals from various
regulatory authorities, including the Vermont Public Service
Board.  The Vermont Board did not initially provide its requisite
approval.  The Company made efforts to address certain issues that
were raised by the Vermont Board and submitted a renewed request
for the Vermont Board to provide its approval.  On December 23,
2010, the Vermont Board entered an order providing its requisite
approval.

Having obtained the Vermont Board's approval, on December 27,
2010, the Company filed with the Bankruptcy Court a motion, among
other things, (i) requesting approval of a form of supplemental
disclosure to the creditors of the Company (a form of such
supplemental disclosure is attached as an exhibit to the motion)
and (ii) scheduling a continuation of the hearing on the
confirmation of the Joint Plan of Reorganization of FairPoint
Communications, Inc.

                 About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- owns and operates local exchange
companies in 18 states offering advanced communications with a
personal touch, including local and long distance voice, data,
Internet, television and broadband services.  FairPoint is traded
on the New York Stock Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection on
Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335).  Rothschild Inc.
is acting as financial advisor for the Company; AlixPartners, LLP
as the restructuring advisor; and Paul, Hastings, Janofsky &
Walker LLP is the Company's counsel.  BMC Group is claims and
notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
stockholders' equity.

Andrews Kurth is counsel to the Official Committee of Unsecured
Creditors.  Altman Vilandrie is the operational consultant to the
Creditors' Committee.  Verrill Dana is the Creditors' Committee's
special regulatory counsel.  Jeffries serves as the Creditors'
Committee's financial advisor.


FAYETTEVILLE MARKETFAIR: Gives Up Assets to Capmark Finance
-----------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina approved the stipulation
entered among Fayetteville Marketfair Investors, LLC, Stefan
Johansson, Jackson Ward, and Capmark Finance, Inc.

The Debtor owed Capmark in the aggregate amount of $19,850,000
pursuant to promissory notes and secured by a deed of trust on the
Marketfair Mall or Marketfair Shopping Center in Fayetteville,
North Carolina.  The loan was guaranteed by Messrs. Johansson and
Ward.

The stipulation provides for:

   -- the Debtor to convey the collateral to Capmark;

   -- the Debtor's plan and disclosure statement are deemed
      withdrawn; and

   -- the parties exchange mutual releases.

The stipulation also provides that the automatic stay is
terminated in favor of Capmark.  Capmark will be permitted to
exercise all of its remedies under the loan documents and against
the collateral.

                    About Fayetteville Marketfair

Miami, Florida-based Fayetteville Marketfair Investors, LLC, filed
for Chapter 11 on Dec. 14, 2009 (Bankr. E.D. N.C. Case No. 09-
10859).  William P. Janvier, Esq., at Everett Gaskins Hancock &
Stevens, LLP, represents the Debtor.  The Company estimated assets
and debts at $10 million to $50 million.


FIRST MAGNUS: Court Upholds Summary Judgment in Stonewater Suit
---------------------------------------------------------------
Chief Bankruptcy Judge James M. Marlar denied the request of Larry
Lattig, Litigation Trustee for the First Magnus Litigation Trust,
for relief from the Court's order granting summary judgment in the
suit, Larry Lattig, Litigation Trustee for the First Magnus
Litigation Trust, v. Stonewater Mortgage Corporation; et al., Adv.
Pro. No. 09-00211 (Bankr. D. Ariz.), as to defendants Nathan
Wright, Mark Yonan and Wright & Yonan, PLLC.

A copy of Judge Marlar's December 22, 2010 Memorandum Decision is
available at http://is.gd/jCkrtfrom Leagle.com.

                        About First Magnus

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.

The company filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No. 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it disclosed total assets of $942,109,860 and total
debts of $812,533,046.  As of Dec. 31, 2007, the Debtor had total
assets of $178,737,936 and total liabilities of $142,241,111.  The
Debtor's Chapter 11 liquidation plan was approved in February
2008.


FORT WAYNE TELSAT: District Court Affirms Approval of Settlement
----------------------------------------------------------------
District Judge Joseph S. Van Bokkelen affirmed a bankruptcy court
order approving a settlement agreement between the Chapter 7
bankruptcy trustee for Fort Wayne Telsat, Inc., and its creditors.

Robert Nicholson, counsel to JAS Partners Ltd. and James A. Simon,
took an appeal from the Bankruptcy Court order.  Mr. Nicholson
failed to timely object to the settlement agreement and sought
enlargement of time to file objections.  The Bankruptcy Court
denied Mr. Nicholson's motion for an enlargement of time and
approved the settlement agreement, allowing certain creditors'
claims and a partial distribution of secured assets from the
bankruptcy estate.  In his appeal, Mr. Nicholson, on behalf of his
clients, contends the Bankruptcy Court abused its discretion when
it denied the request for an enlargement of time and approved the
settlement agreement.

Judge Van Bokkelen, however, held that the Bankruptcy Court did
not abuse its discretion in denying Mr. Nicholson's request
because Mr. Nicholson was aware of the final date on which he
could file objections and requested the enlargement of time after
this deadline.  Moreover, Mr. Nicholson happened to be present at
a hearing before the bankruptcy judge on the date the objections
were due and was informed by the Bankruptcy Court that the
objections had not yet been filed.  The District Court also held
that the Bankruptcy Court did not abuse its discretion in
approving the compromise and the distribution of assets.

On May 3, 2005, an involuntary bankruptcy case was commenced
against Fort Wayne Telsat, Inc., in the United States Bankruptcy
Court for the Northern District of Indiana, Fort Wayne Division.
On October 5, 2005, the Bankruptcy Court converted the bankruptcy
case to Chapter 7 and appointed David Boyer as Trustee.

A copy of the District Court's December 21 Opinion and Order is
available at http://is.gd/jCh4Ofrom Leagle.com.


GLOBAL CAPACITY: Drops DIP Loan Motion Following Objections
-----------------------------------------------------------
Global Capacity Holdco LLC, et. al, notified the U.S. Bankruptcy
Court for the District of Delaware that they had withdrawn the
motion to obtain replacement postpetition financing on
superpriority and secured basis, and to use the cash collateral.

Previously, the prepetition debenture holders, Trache B DIP
lenders and Global Acquisition Newco Corporation asked the Court
to deny the Debtors' motion to obtain financing and use the cash
collateral.

The objecting parties explained that the Debtors requested that
the Court overrule settled law and to approve a Section 363 sale
of the Debtors' assets for a purported $29.5 million and
authorizing the Debtors to not pay the senior secured creditors --
whose first priority liens in an amount no less than $38 million
encumber the assets being sold -- any of the cash proceeds.

The objecting parties added that:

   -- the Debtors' ability to procure a replacement DIP facility
      that primes the prepetition liens of the prepetition
      debenture holders is impossible because the Debtors seek to
      sell all of the prepetition debenture holders' collateral;

   -- the prepetition debenture holders have not consented to
      priming pursuant to the terms of the bid procedures order
      and the Debtors may not pick and choose the provisions of
      the bid procedures with which they want to comply; and

   -- the approval of the replacement DIP facility will give rise
      to a $25.5 million claim under Section 507(b) of the
      bankruptcy Code.

The secured party objectors are represented by:

     YOUNG CONAWAY STARGATT & TAYLOR LLP
     Robert Brady, Esq.
     The Brandywine Building
     1000 West Street, 17th Floor
     P.O. Box 391
     Wilmington, DE 19801
     Tel: (302) 571-6600

     OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
     Adam H. Friedman, Esq.
     David Y. Wolnerman, Esq.
     Park Avenue Tower
     65 East 55th Street
     New York, NY 10022
     Tel: (212) 451-2300

                       About Capital Growth

Headquartered in Chicago, Illinois, Capital Growth Systems, Inc.,
known as Global Capacity, and its subsidiaries operate in one
reportable segment as a single source telecom logistics provider
in North America and the European Union.  The Company helps
customers improve efficiency, reduce cost, and simplify operations
of their complex global networks -- with a particular focus on
access networks.

Capital Growth Systems and its affiliates filed for Chapter 11
protection on.  The lead debtor is Global Capacity Holdco LLC
(Bankr. D. Del. Case No. 10-12302).  Global Capacity Group Inc.
estimated $10 million to $50 million in assets and debts in its
petition.


GREAT ATLANTIC & PACIFIC: Amends List of Largest Unsec. Creditors
-----------------------------------------------------------------
Frederic Brace, chief restructuring officer of The Great Atlantic
& Pacific Tea Company Inc., filed an amended schedule identifying
the holders of 43 largest unsecured claims held against the
company and its affiliated debtors.  The unsecured creditors are:

  Creditors                     Nature of Claim      Claim Amount
  ---------                     ---------------      ------------
Wilmington Trust Company           Bond Debt         $255,000,000
(Indenture Trustee -- 6 3/4%
Unsecured Convertible Senior
Notes Due 2012)
Attn: Michael G. Oller, Jr. CCTS
Rodney Square North
1100 Market St.
Wilmington, DE 19890
Tel: 302-651-1000
Fax: 302-636-4145
Fax: 302-651-8937
E-mail: mikeoller@wilmingtontrust.com

Wilmington Trust Company           Bond Debt         $200,000,000
(Indenture Trustee -- 9 3/8%
Unsecured Quarterly Interest
Notes Due 2039)
Attn: Michael G. Oller, Jr. CCTS
Rodney Square North
1100 Market St.
Wilmington, DE 19890
Tel: 302-651-1000
Fax: 302-636-4145
Fax: 302-651-8937
E-mail: mikeoller@wilmingtontrust.com

Wilmington Trust Company           Bond Debt         $165,000,000
(Indenture Trustee -- 5 1/8%
Unsecured Convertible Senior
Notes Due 2011)
Attn: Michael G. Oller, Jr. CCTS
Rodney Square North
1100 Market St.
Wilmington, DE 19890
Tel: 302-651-1000
Fax: 302-636-4145
Fax: 302-651-8937
E-mail: mikeoller@wilmingtontrust.com

Central States, Southeast and      Pension Obligation $54,282,598
Southwest Areas Pension Fund
Attn: Timothy Reuter
Central States, Southeast and Southwest
Areas Pension Fund
9377 W. Higgins Road
Rosemont, IL 60018
Tel: 847-518-9800
Fax: 847-518-9797

McKesson Drug Co                   Trade Debt         $15,119,582
Attn: John Hammergren, Chairman
and CEO
One Post Street
San Francisco, CA 94104
Tel: 415-983-8300
Fax: 415-983-8464

Wilmington Trust Company           Bond Debt          $12,840,000
(Indenture Trustee -- 9 1/8%
Unsecured Senior Notes Due
2011)
Attn: Michael G. Oller, Jr. CCTS
Rodney Square North
1100 Market St.
Wilmington, DE 19890
Tel: 302-651-1000
Fax: 302-636-4145
Fax: 302-651-8937
E-mail: mikeoller@wilmingtontrust.com

C&S Wholesale Grocers, Inc.        Trade Debt         $10,728,753
Attn: Marc Toyloy
C&S Wholesale Grocers, Inc.
7 Corporate Drive
Keene, NH 03431
Tel: 603-354-4618
Fax 603-354-4694
E-mail: mtoyloy@cswg.com

Haddon House Food Products         Trade Debt         $10,611,632
Attn: David Anderson, Jr.
250 Old Marlton Pike
Medford, NJ 08055
Tel: 609-654-7901
Fax: 609-654-8533
E-mail: DAndersonJr@haddonhouse.com

Coca-Cola Enterprises              Trade Debt          $7,099,716
Attn: Michael Cassara
P.O. Box 4108
Boston, MA 02211-4108
E-mail: mcassara@cokecce.com

Frito-Lay Inc                      Trade Debt          $4,528,126
Attn: Michael Cassara
111 Pennant Dr.
Pittsburgh, PA 15239-1786
E-mail: mcassara@cokecce.com

Nabisco Biscuit Company            Trade Debt          $3,982,278
Attn: President or Gen. Counsel
P.O. Box 1911
East Hanover, NJ 07936-1911
Tel: 973-503-2000

Pepsi-Cola-Hasbrouck Heights       Trade Debt          $3,172,078
Attn: John Reale
1400 West 35th St.
Chicago, IL 60609-1311
Tel: 773-893-2300
E-mail: John.Reale@pepsico.com

Eric Claus                         Litigation Claim    $2,446,113
Attn: Alan Friedman, Esq.
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, NY 10022
Tel: 212-940-8800
Fax: 212-940-8776

Nestle DSD Company Ice Cream       Trade Debt          $2,158,873
Attn: Joe Shapiro
800 North Brand Blvd.
Glendale, CA 91203
Tel: 818-549-6000
Fax: 818-553-3547
E-mail: joe.shapiro@us.nestle.com

Entenmann's Bakery                 Trade Debt          $2,154,250
Attn: Jim Ostling
2810 Golden Mile Highway Rte. 286
Pittsburgh, PA 15239-2400
Tel: 724-327-1854
E-mail: Jostling@BBUmail.com

Broadspire Services, Inc.          Trade Debt          $1,828,852
Attn: Larry Corbett
Broadspire Services, Inc.
P.O. Box 643
Centereach, NY 11720
631-232-6700

Pepsi-Cola Bottling Company        Trade Debt          $1,728,999
of New York, Inc.
Attn: Larry Brown
650 Brush Ave.
Bronx, NY 10465
Tel: 718-392-1000
Fax: 718-392-1118
E-mail: Lawrence.Brown@pepsi.com

Pepperidge Farm Inc Bread          Trade Debt          $1,696,820
Attn: Kim Maltese
595 Westport Ave.
Norwalk, CT 06851
Tel: 203-846-7000
Fax: 203-846-7145
E-mail: kim_maltese@pepperidgefarm.com

Keebler Biscuit Co                 Trade Debt          $1,617,637
Attn: President or General Counsel
677 North Larch Ave.
Elmhurst, IL 60126
Tel: 630-833-2900
Fax: 630-530-8773

Dora's Naturals Inc.               Trade Debt          $1,513,969
Attn: President or General Counsel
677 North Larch Ave.
Elmhurst, IL 60126
Tel: 630-833-2900
Fax: 630-530-8773

18718 Borman Avenue, LLC           Lease Rent          $1,456,000
Attn: Joey Schabel
555 Cyphiot
St. Laurent, QUE H4S 1R3
Canada

Ashley Capital                     Lease Rent          $1,391,936
Attn: Susan Harvey
9810 S. Dorcester Avenue
Chicago, IL 60628

Arnold Bakers Inc.                 Trade Debt          $1,388,848
Attn: Jim Ostling
P.O. Box 644254
Pittsburgh, PA 15264-4254
Tel: 800-984-0989
Fax: 610-320-9286
E-mail: Jostling@BBUmail.com

S B Thomas Inc.                    Trade Debt          $1,304,352
Attn: Jim Ostling
255 Business Ctr. Dr.
Horsham, PA 19044
Tel: 215-672-8010
Fax: 215-672-6988
E-mail: Jostling@BBUmail.com

Amalgamated Meat Cutters           Union Debt          $1,262,649
Attn: Mr. Ira Wincott, Gen. Counsel
166 East Jericho Tpke.
Mineola, NY 11501
Tel: 516-747-5980
Fax: 516-294-4608
Fax: 516-747-7961

Stroehmann Bakeries Inc.           Trade Debt          $1,238,504
Attn: Gary Prince, President
255 Business Ctr. Dr. Ste. 200
Horsham, PA 19044
Tel: 215-672-8010
Fax: 215-672-6988

Meadowbrook-Suffolk                Trade Debt          $1,158,432
Attn: John Reale
550 New Horizons Blvd.
Amityville, NY 11701-1139
E-mail: John.Reale@pepsico.com

Interstate Brands-Hostess          Trade Debt          $1,118,325
Attn: Brian J. Driscoll, President
6031 Connection Dr.
Irving, TX 75039
Tel: 972-532-4500
Fax: 972-892-7694

Riveroak-Cofinance-Carteret LLC    Lease Rent          $1,085,841
Attn: James J. Maurer
505 Main Street
Suite 208
Hackensack, NJ 07601
Tel: 201-489-1177
Fax: 201-489-1105

Garelick Farms Inc.                Trade Debt          $1,055,286
Attn: Steve Kane
2515 Mckinney Ave. Ste. 1200
Dallas, TX 75201
Tel: 214-303-3400
Fax: 214-303-3499
E-mail: Steve_Kane@deanfoods.com

Katten Muchin Rosenman LLP         Litigation Claim      $983,594
Attn: Alan Friedman, Esq.
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, NY 10022
Tel: 212-940-8800
Fax: 212-940-8776

Wise Foods                         Trade Debt            $912,221
Attn: Rich Powers
228 Raselet St.
Berwick, PA 18603
Tel: 570-759-4000
Fax: 570-759-4001
E-mail: rpowers@wisesnacks.com

Farmland Dairies                   Trade Debt            $877,892
Attn: Martin Margherio
520 Main Ave.
Wallington, NJ 07057
Tel: 973-777-2500
Fax: 973-777-7648

Canada Dry Bottling of NY          Trade Debt            $860,523
Attn: Kevin Walker
135 Baylis Rd.
Melville, NY 11747-3809
Tel: 631-694-7575
Fax: 631-694-7708
E-mail: walkerk@cd-ny.com

OTR Associates                     Lease Rent            $847,193
Attn: President or General Counsel
4 Cornwall Drive Ste. 222
East Brunswick, NJ 08816
Tel: 732-238-3400

Lehigh Valley Dairies Inc.         Trade Debt            $806,484
Attn: Steve Kane
880 Allentown Rd.
Lansdale, PA 19446-5206
Tel: 215-855-8205
Fax: 215-855-9834
E-mail: Steve_Kane@deanfoods.com

G/W Jefferson-St. Jean LLC         Lease Rent            $789,212
Attn: President or General Counsel
250 E. Harbortown Drive #410
Detroit, MI 48207

Bunzl Distribution                 Trade Debt            $774,073
Attn: Dave Maszczak
701 Emerson Rd. Ste. 500
St. Louis, MO 63141
Tel: 314-997-5959
Fax: 314-997-1405
E-mail: Dave.Maszczak@bunzlusa.com

Snapple Distributors Inc.          Trade Debt            $736,266
Attn: Todd Kornely and Terry Lyons
20 Petra Ln. Ste. 1
Albany, NY 12205-4974
Tel: 518-869-1703
Todd.Kornely@dpsg.com
E-mail: Terrance.Lyons@CS-Americas.com

ISE America                        Trade Debt            $719,575
Attn: Gregg Clanton, Vice Pres.
33335 Galena Sassafras Rd.
Galena, MD 21635
Tel: 410-755-6300
Fax: 410-755-6367

H&R REIT                           Lease Rent            $673,049
Attn: Tom Hofstedter
3625 Dufferin Street
Suite 500
Dowsnview, ONT M3K 1N4
Canada
Tel: 416-635-7520

Lami Products Inc.                 Trade Debt            $673,048
Attn: Larry Dion, President
860 Welsh Rd.
Huntington Valley, PA 19006
Tel: 215-947-5333
Fax: 215-657-5480

Martin's Famous Pastry             Trade Debt            $670,705
Attn: Dan Flandina
1000 Potato Roll Ln.
Chambersburg, PA 17202-8897
Tel: 717-263-9580
Fax: 717-263-4452
E-mail: Dflandina@MFPS.com

The schedule estimates outstanding claim amounts as of
December 8, 2010.

The Debtors did not include in the schedule any claims that have
been addressed by first day motions filed in connection with
their Chapter 11 cases and any persons who come within the
definition of "insider" under Section 101 of the Bankruptcy Code.
Employees owed amounts under non-qualified pension plans and
deferred compensation plans are not also included in the
schedule, according to Mr. Brace.

                            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: Seeks to Drop Add'l 25 Store Leases
-------------------------------------------------------------
The Great Atlantic & Pacific Tea Co. and its units seek the
Bankruptcy Court's permission to reject 25 leases because they no
longer occupy the premises associated with the store leases and
have subleased the property to third parties.

A schedule of the Leases is available for free at:

    http://bankrupt.com/misc/A&P_2ndRejection_Schedule.pdf

James H.M. Sprayregen, P.C., Esq., at Kirkland & Ellis LLP, in
New York, relates that the Debtors entered into the Subleases to
offset expenses associated with continuing payment obligations
under the Store Leases.  He asserts, however, that for the vast
majority of the Store Leases and Subleases, the monthly payments
received in connection with the Subleases fall short of covering
the Store Leases' rent.  He adds that while the monthly payments
received in connection with four of the Subleases may cover the
Store Leases' rent, those Store Leases and Subleases are for real
property located in parts of the country that are no longer part
of the Debtors' core business operations.

After accounting for income from subtenants, the Debtors estimate
that the Store Leases and Subleases will impose approximately
$8.6 million in base rent costs in 2011 alone.

To provide the counterparties with notice of the Debtors' intent
to reject the Leases and to allow the sublessees the opportunity
to vacate or renegotiate leases for the relevant properties, the
Debtors propose these rejection procedures:

  a. Along with the motion, the Debtors will serve a notice to
     each Counterparty, which Notice will set forth certain
     information, including street address of the real property
     underlying the lease or sublease;

  b. Should a party-in-interest object to the proposed rejection
     of a Lease, the party must file and serve a written
     objection by January 3, 2011, to the notice parties, which
     include the proposed counsel for the Debtors, Kirkland &
     Ellis LLP, counsel to any committee appointed in the
     Chapter 11 cases and the Office of the United States
     Trustee;

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

  d. Absent an objection, the rejection of a lease or sublease
     will become effective on December 31, 2010, without further
     notice, hearing or Court order; and

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

The Debtors believe that rejection of the Leases with an
effective date of at most December 31, 2010, or within nine days
of filing of the Motion, is appropriate to give sublessees the
opportunity to vacate the premises or enter into a new lease with
the lessors, if they wish to remain at the property.  This also
ensures that the Debtors will not unnecessarily incur potential
administrative expense claims in connection with the Leases as
the lessors and sublessees potentially negotiate with each other,
Mr. Sprayregen points out.

                            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: To Cut Pricing on $350MM DIP Loan
-----------------------------------------------------------
The Great Atlantic & Pacific Tea Co. cut pricing on a
$350 million term loan it is seeking to fund operations, according
to a December 21, 2010 report by Bloomberg News.

A&P cut the interest rate by 0.5 percentage point to 7 percentage
points more than the London interbank offered rate, Bloomberg
News reported, citing a person familiar with the matter.  Libor,
the rate banks charge to lend to each other, will still have a
1.75 percent floor.

The company will issue the loan at 99 cents on the dollar,
according to the report.  A&P previously proposed to issue the
loan at 98 cents on the dollar that would have reduced proceeds
for the company and increased the yield for investors.

A&P will have a one-year soft-call protection of 101 cents, which
means it would have to pay a 1 cent premium over face value to
refinance the debt during its first year, Bloomberg News
reported.

                            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: US Trustee Names 9 to Creditors' Panel
----------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Tracy Hope
Davis, the United States Trustee for Region 2, appointed these
creditors to serve on the Official Committee of Unsecured
Creditors in the Chapter 11 cases of The Great Atlantic & Pacific
Tea Company Inc. and its affiliated debtors:

  (1) Wilmington Trust Company
      Rodney Square North
      1100 North Market Street
      Wilmington, Delaware 19890-1605
      Attention: Patrick Healy
      Vice-President
      Telephone: (302) 636-6391
      Fax: (302) 636-4149

  (2) Pension Benefit Guaranty Corporation
      1200 K Street, N.W.
      Washington, D.C. 20005
      Attention: Israel Goldowitz
      General Counsel
      Telephone: (202) 326-4070
      Fax: (202) 842-2643

  (3) United Food & Commercial Workers International Union, CLC
      1775 K Street, N.W.
      Washington, D.C. 20006-1598
      Attention: Anthony M. Perrone
      International Secretary-Treasurer
      Telephone: (202) 223-3111
      Fax: (202) 728-1802

  (4) Central States, Southeast and Southwest Areas Pension Fund
      9377 W. Higgins Road
      Rosemont, Illinois 60018-4938
      Attention: Timothy C. Reuter, Esq.
      Telephone: (847) 518-9800
      Fax: (847) 518-9797

  (5) 1199SEIU Healthcare Employees Pension Fund
      c/o Levy Ratner, P.C.
      80 Eight Avenue - 8th Floor
      New York, New York 10011-5126
      Attention: Suzanne Hepner, Esq.
      Telephone: (212) 627-8100
      Fax: (212) 627-8182

  (6) Kimco Realty Corporation
      3333 New Hyde Park Road
      New Hyde Park, New York 11042
      Attention: Raymond Edwards
      Vice President
      Telephone: (516) 869-2586
      Fax: (516) 336-5686

  (7) McKesson Pharmaceutical
      One Post Street
      San Francisco, California 94104
      Attention: Jennifer Schineller
      Vice President
      Telephone: (415) 983-9333
      Fax: (415) 732-2967

  (8) C&S Wholesale Grocers, Inc.
      7 Corporate Drive
      Keene, New Hampshire 03431
      Attention: Mark Gross
      Telephone: (603) 352-2250
      Fax: (603) 352-5330

  (9) Calip Dairies, Inc.
      701 Zerega Avenue
      Bronx, New York 10473
      Attention: Leo Glynn
      Co-Owner
      Telephone: (718) 518-8700
      Fax: (718) 518-7504

Wilmington Trust, as Indenture Trustee for the Second Lien Notes,
is the Debtors' largest creditor, with more than $500,000,000 in
unsecured claims and $260,000,000 in secured claims.

PBGC, a federal corporation created by the Employee Retirement
Income Security Act of 1974, protects the pensions of American
workers and retirees.

UFCW is a union representing workers in a range of industries,
with the majority working in retail food, meatpacking and
poultry, food processing and manufacturing and retail stores.

The 1199SEIU Fund is a labor-management fund providing a range of
comprehensive benefits to working and retired healthcare industry
workers.

Central States is one of the Debtors' largest unsecured creditors
with claims for pension obligation totaling $54,282,598.

Kimco Realty, a real estate investment trust, owns and operates
North America's largest portfolio of neighborhood and community
shopping centers.

McKesson Pharmaceutical supplies branded, generic and over-the-
counter pharmaceuticals to customers through retail chains,
independent retail pharmacies and institutional providers.

C&S, one of the Debtors' largest unsecured creditors, holds a
$10,728,753 claim.  C&S distributes food to supermarkets, retail
stores and military bases across the country and from which A&P
obtains a majority of its inventory.

Calip Dairies is a wholesaler of ice cream, cheese, eggs and egg
substitutes, milk and butter products, and dairy products.

                            About A&P

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

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

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

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

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

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


GREEN MOUNTAIN: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating on Waterbury, Vt.-based Green Mountain
Coffee Roasters Inc. The outlook is stable.

S&P also assigned its 'B+' issue ratings to the company's
$1.45 billion senior secured credit facility, which consists of a
five-year $650 million revolving credit facility, a five-year
$250 million term loan A, and a six-year $550 million term loan
B.  The recovery rating is '2', indicating S&P's expectation for
substantial (70%-90%) recovery in the event of payment default.
Net proceeds have been used to repay existing debt and to acquire
LJVH Holdings (Van Houtte).

Subsequent to this action, S&P removed its ratings on LJVH
Holdings from CreditWatch, where they were placed with developing
implications on Sept. 15, 2010.  In addition, S&P affirmed and
then withdrew all of its ratings on LJVH Holdings, as the
company's existing debt was refinanced as part of the completion
of the acquisition.

"The ratings on GMCR reflect S&P's analysis that the company is
highly dependent on the single-cup coffee maker concept, is
exposed to integration risks associated with its aggressive
acquisition strategy, and will have adequate liquidity over the
next year," said Standard & Poor's credit analyst Brian Milligan.
Future debt reduction and increasing liquidity depends a great
deal on successful integration of recent acquisitions and
continued growth of the single-cup coffee maker concept.  S&P
views the company's financial risk profile as highly leveraged and
its business risk profile as weak.


GULF FLEET: Has $2.35 Million Bid for Gulf Sabre Vessel
-------------------------------------------------------
Gulf Fleet, LLC, has filed a motion to sell an offshore-supply
vessel, the Gulf Sabre, Official Number 1063001.  Bank One Equity
Investors, Inc. - BIDCO has agreed to purchase the Vessel for
$2,350,000, subject to the Debtor's receipt of any higher bids.
Interested bidders are encouraged to contact Stewart F. Peck,
Esq., counsel to the Debtor, at (504) 568-1990 or speck@lawla.com
by e-mail.  Competing bidders must show they can pay the purchase
price, and are able to submit a 10% deposit.  Bidders should also
attend the sale hearing.  Assistance in obtaining copies of the
motion can be obtained by sending a request to mlopez@lawla.com
by e-mail.  The hearing to approve the sale will be held on
January 4, 2011, at 10:00 a.m., prevailing Central Time, in
Lafayette, La.

                      About Gulf Fleet

Lafayette, Louisiana-based Gulf Fleet Holdings, Inc. -- along with
affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC;
Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf
Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet
Offshore, LLC; and Gulf Ocean Marine Services, LLC -- sought
Chapter 11 protection (Bankr. W.D. La. Case No. 10-50713) on
May 14, 2010.  Gulf Fleet estimated $100 million to $500 million
in assets and $50 million to $100 million in debts in its
Chapter 11 petition.  Benjamin W. Kadden, Esq., Christopher T.
Caplinger, Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton,
Peck, Rankin & Hubbard in New Orleans, La., represent the Debtors.
A creditors' committee has been appointed, and the Debtor is
operating under the terms of cash collateral agreements with
lenders led by Comerica Bank and Brightpoint Capital Partners
Master Fund, L.P.


GYRO-TRAC: Bankr. Court Confirms Plan Over BMO's Objection
----------------------------------------------------------
Bankruptcy Judge David R. Duncan confirms Gyro-Trac (USA), Inc.'s
Amended Plan filed on June 4, 2010, as further modified, and
approves motions to substantively consolidate the Debtor's case
with the associated cases of Gyro-Trac West Coast, Inc., and Gyro-
Trac, Inc.  Judge Duncan said the Debtor's Plan meets the
confirmation requirements of Section 1129 of the Bankruptcy Code.

The Plan provides that the Gyro-Trac entities will be merged into
a single entity known as Gyro-Trac, Inc.  Daniel Gaudreault,
president and CEO of the companies, will own 100% of the stock in
the new entity.  The Debtor will also use the manufacturing
equipment purchased in the liquidation of Usitech Nov, Inc., a
Canadian company owned by the Labbe family and Mr. Gaudreault, to
begin manufacturing its own equipment, which it will then market
and sell.  The Debtor also proposes a change to a "cash and carry"
model, in which the Debtor will require customers to pay cash for
purchases whenever possible.

Bank of Montreal objected to the Plan, saying, among others, the
Plan was not proposed in good faith.  BMO also asserts that the
Debtor does not have the capital to implement its Plan or to
successfully reorganize.

The Plan proposes to pay BMO's claim in full over six years.  BMO
will receive a $250,000 payment plus an assignment, within 30 days
of the Plan's effective date, of a promissory note from Tremblay &
Sons currently owned by the Debtor and worth about $450,000.  BMO
will also receive a percentage of the proceeds of any equipment
sold by Debtor during the first three years of the plan.  Three
years after the effective date, the balance then owed to BMO will
be paid in quarterly installments over a three year period.
Interest will be paid at 0.5% above BMO's prime rate.

The Court held that the treatment of BMO's secured claim is fair
and equitable.  BMO will be paid in full over the life of the
Plan, receiving a total of approximately $4.2 million over six
years.

BMO also objected to the Debtor's use to continue using cash
collateral.  The Court held that the issues involving the
continued use of cash collateral are moot in view of the
confirmation of the Plan.

A copy of Judge Duncan's December 22 Order is available at
http://is.gd/jCnN9from Leagle.com.

Gyro-Trac (USA), Inc., Gyro-Trac West Coast, Inc., and Gyro-Trac,
Inc., filed for Chapter 11 relief (Bankr. D. S.C. Case No.
10-01908) on March 17, 2010.


HEADWATERS INCORPORATED: Moody's Keeps 'B3' Corp. Family Rating
---------------------------------------------------------------
Moody's recently completed an analysis of Headwaters Incorporated
and believes the company is currently well-positioned in its B3
Corporate Family Rating.

The last rating action was on October 13, 2009, at which time
Moody's upgraded Headwaters' Corporate Family Rating to B3.

Headwaters Incorporated, headquartered in South Jordan, Utah, is a
diversified company providing products, technologies and services
to the energy and construction materials industries.  The company
operates three principal business segments: Building Products,
Coal Combustion Products and Energy.  For the twelve months ended
September 30, 2010, Headwaters had sales of $655 million.


HOVNANIAN ENTERPRISES: Has $2.59MM Net Profit for FY Ended Oct. 31
------------------------------------------------------------------
Hovnanian Enterprises Inc. filed its annual report on Form 10-K,
reporting net income of $2.588 million on $1.37 billion of total
revenues for the year ended Oct. 31, 2010, compared with a net
loss of $716.71 million on $1.59 billion of total revenues for the
year ended Oct. 31, 2009.

The Company's balance sheet at Oct. 31, 2010, showed $1.82 billion
in total assets, $2.15 billion in total liabilities, and a
stockholders' deficit of $337.94 million.

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?7164

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

                           *     *     *

Hovnanian has a 'CCC' issuer default rating from Fitch Ratings.
In April 2010, Fitch said, "While Fitch expects somewhat better
prospects for the housing industry this year, the Rating Outlook
for HOV remains Negative given the challenges still facing the
housing market, which are likely to meaningfully moderate the
early stages of this recovery, and the company's still substantial
debt position and high leverage."


INSIGHT GLOBAL: S&P Gives Positive Outlook, Affirms 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Atlanta, Georgia-based Insight Global Inc., to positive from
stable.  S&P's 'B' corporate credit rating was affirmed.   S&P
also affirmed the company's senior secured term loan and amended
revolving credit facility at 'B' (at the same level as the 'B'
corporate credit rating on the company).  The recovery rating on
this debt remains at '4', indicating S&P's expectation of average
(30%-50%) recovery for lenders in the event of a payment default.
The amendment increased the revolver size to $27.5 million from
$20 million.

Debt at the company was $164 million as of Oct. 31, 2010.

The 'B' corporate credit rating on Insight Global reflects
Standard & Poor's Ratings Services' expectation that revenues and
EBITDA will increase at a mid-40% rate in full-year 2010 due to
strong growth of the IT staffing market and modest market share
gains.  In 2011, S&P believes revenues and EBITDA could increase
in the mid-teens percentage range, reflecting the slowly
recovering economy.  S&P expects the company to perform in line
with its thresholds for the rating, including adjusted leverage at
between 4x and 5x over the course of the business cycle.
Insight's business risk profile is vulnerable, in S&P's opinion,
reflecting the highly competitive and fragmented nature of the
staffing industry.  The company has an aggressive financial
profile, in S&P's view, due to high debt to EBITDA and negative
discretionary cash flow.

"The positive rating outlook reflects S&P's expectations that
revenue and EBITDA will grow at a mid-teen percentage rate in
2011, that profitability will likely expand in a sustained
recovery, and that leverage will continue to decline," said
Standard & Poor's credit analyst Hal Diamond.  "S&P could consider
an upgrade of corporate credit rating to 'B+' if S&P become
convinced that the company will be able to achieve debt leverage
below 4x while maintaining its healthy EBITDA margin."


INSIGHT HEALTH: Confirmation Hearing Set for Jan. 25
----------------------------------------------------
The Honorable Arthur J. Gonzalez will convene a hearing at
10:00 a.m. on Jan. 25, 2011, to pass on the adequacy of the
disclosure statement used to solicit acceptances of InSight Health
Services Holdings Corp.'s prepackaged chapter 11 plan of
reorganization, and to consider whether that plan should be
confirmed.  Objections, if any, must be filed and served by
Jan. 18, 2011.

Copies of the Plan and disclosure documents are available at
http://www.bmcgroup.com/insight/at no charge.  The prepackaged
plan delivers ownership of the reorganized company to the Senior
Secured Noteholders and projects that distribution of new equity
to the Noteholders will be equal to about a 43% recovery.

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

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

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

InSight is represented by Edward O. Sassower, Esq., James H.M.
Sprayregan, Esq., and Ryan Blaine Bennett, Esq., at Kirkland &
Ellis LLP.  Zolfo Cooper is the Debtors' financial advisor, and
BMC Group Inc. is the claims and noticing agent.

Chris L. Dickerson, Esq. -- chris.dickerson@skadden.com -- and
Matthew M. Murphy, Esq. -- matthew.murphy@skadden.com -- at
Skadden, Arps, Slate, Meagher & Flom LLP in Chicago, Ill.,
represent an ad hoc group of Noteholders in the Debtors' cases.
The Debtors' prepetition secured lenders are represented by C.
Edward Dobbs, Esq. -- edobbs@phrd.com -- at Parker, Hudson, Rainer
& Dobbs LLP in Atlanta, Ga.


INTRALINKS INC: Moody's Upgrades Corporate Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service upgraded IntraLinks, Inc.'s corporate
family rating to B1 from B2 and affirmed the Company's B2
probability of default rating, the B1 rating for its first lien
credit facilities and its SGL-2 speculative grade liquidity
rating.  Concurrently, Moody's withdrew the ratings for
IntraLinks' second-lien term loan facilities following repayment
of the second-lien term loans.  The outlook for ratings is stable.

* Corporate Family Rating -- Upgraded to B1, from B2

* Probability of Default Rating -- Affirmed B2

* $15 million Senior Secured Revolving Credit Facility -- Affirmed
  B1 (LGD3, 30%) -- Pt. estimate revision from (LGD3, 35%)

* $128 million 1st lien Secured Term Loan -- Affirmed B1 (LGD3,
  30%) -- Pt. estimate revision from (LGD3, 35%)

* $15 million 2nd lien Term Loan B -- Withdrawn, previously Caa1
  (LGD5, 86%)

* $18 million 2nd lien Term Loan C -- Withdrawn, previously Caa1
  (LGD5, 86%)

* Speculative Grade Liquidity Rating -- Affirmed, SGL-2

* Outlook - Stable

                        Ratings Rationale

The upgrade of the corporate family rating reflects IntraLinks'
stronger credit profile and earlier-than-expected deleveraging
resulting from debt reduction using the proceeds of a follow-on
equity offering it closed on December 10, 2010.  The Company used
a substantial portion of the $38 million of net proceeds from the
equity offering to repay the remaining outstanding amounts under
its second-lien term loan facilities.  Moody's estimates that pro
forma for the debt reduction, IntraLinks debt-to-EBITDA leverage
(Moody's adjusted) improved by about one-half of a turn to
approximately 2.9x and the related reduction in interest expense
will boost the Company's free cash flows.  The upgrade also
considers Moody's expectations of continued improvement in
Interlinks' credit metrics driven by strong revenue and operating
cash flow growth and the increasing diversity of the Company's
revenue base.

Moody's Analyst Raj Joshi said, "Strong equity market valuations
have facilitated accelerated deleveraging of IntraLinks' balance
sheet.  The Company's moderate financial risk mitigates to a
greater degree its high business risks stemming from its modest
operating scale, the lack of product diversity, and its highly
competitive operating environment.  At the same time, the
improving prospects for IntraLinks' cash flow generation -- helped
by lower interest expense -- should provide the Company good
financial flexibility to support its rapid expansion."

The B1 corporate family rating is supported by IntraLinks' good
market position as a leading provider of on-demand secure
information exchange solutions to financial services and
enterprise corporate customers, moderate financial leverage,
expectations of improving free cash flow driven by revenue growth
and increasing profitability, and growing end-market and
geographical revenue diversity.  However, the rating is
constrained by the Company's small scale, niche product offering
and historically high (albeit improved) end-market concentration
within the volatile financial services segment.  The rating also
reflects Moody's view that while IntraLinks has a good market
position and operating history as a pure-play provider of secure
online workspaces, the virtual data room market remains a niche
market with low barriers to entry and is susceptible to
competitive threats from new and existing market participants.

The stable ratings outlook reflects Moody's view that IntraLinks
will generate strong revenue and EBITDA growth through
diversification into new industries and geographies as well as
deeper penetration of existing enterprise customer base.  In
addition, Moody's expects the Company's core Debt Capital Markets
and M&A segments to grow modestly with improving conditions in the
financial services industry in the U.S.

IntraLinks' SGL-2 liquidity rating reflects Moody's opinion that
the Company's liquidity will remain good over the next 12 to 18
months supported by its good cash balances, increasing free cash
flow, and access to an undrawn revolving credit facility.

Moody's notes that consistent with its Loss Given Default
Methodology, the ratings for the senior first-lien credit
facilities were not raised commensurate with the upgrade in the
corporate family rating due to the elimination of the loss-
absorption layer consisting of second-lien term loans, which
previously supported the recovery expectations for the first-lien
secured lenders.

Given IntraLinks' modest scale and niche product offering, a
ratings upgrade is unlikely in the near-term.  However, ratings
could come under upward pressure if IntraLinks' operating scale
and free cash flow increase meaningfully, and the Company is able
to diversify its end-market exposure while maintaining a
conservative leverage profile and good liquidity.

The B1 corporate family rating could be downgraded if IntraLinks'
EBITDA were to deteriorate such that debt/EBITDA (Moody's
adjusted) increases above 3.5x, free cash flow-to-debt ratio
declines to low single digit percentages for an extended period of
time, and liquidity becomes weak.  Additionally, debt-financed
returns to shareholders or transforming acquisitions which raise
the financial and execution risks could result in a downgrade.

Headquartered in New York, NY, IntraLinks, Inc. is a leading
provider of on-demand solutions for businesses to securely
collaborate, communicate and exchange critical information inside
and outside the enterprise.  The Company reported revenues of
$171 million for the last-twelve-month (LTM) period ended
September 30, 2010.


JEAN DETHIERSANT: Can Use Cash Collateral Until April 1
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has granted Jean Dethiersant authority to use cash collateral
regarding the property located at 1645 Lanny Lane, Olympic Valley,
California 96416, through April 1, 2011.

West Hollywood, California-based Jean Dethiersant filed for
Chapter 11 bankruptcy protection on August 13, 2010 (Bankr. C.D.
Calif. Case No. 10-44108).  Michael Jay Berger, Esq., assists the
Debtor in his restructuring effort.  In his schedules, the Debtor
disclosed $11,058,225 in total assets and $14,339,820 in total
liabilities as of the Petition Date.


JERSEY ISLAND: Exclusive Plan Filing Period Extended to February 4
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
extended Jersey Island Owner, LLC's exclusive periods to file a
plan and to solicit acceptances of that plan until February 4,
2011, and April 6, 2011, respectively.

                   About Jersey Island Owner

Rockville, Maryland-based Jersey Island Owner, LLC, owns certain
real estate and improvements thereon located on the Chesapeake Bay
in the City of Crisfield, Somerset County, Maryland.  The Company
filed for Chapter 11 protection on June 9, 2010 (Bankr. D. Md.
Case No. 10-22970).  Bradford F. Englander, Esq., at Whiteford
Taylor & Preston, L.L.P., represents the Debtor.  The Company
estimated assets and debts at $10 million to $50 million.


JO-ANN STORES: S&P Puts 'BB-' Rating on CreditWatch Negative
------------------------------------------------------------
S&P is placing its 'BB-' corporate credit rating on U.S. sewing,
hobby, and craft merchandise specialty retailer Jo-Ann Stores on
CreditWatch with negative implications following the company's
announcement that it has entered into a definitive agreement to be
acquired by an affiliate of Leonard Green & Partners L.P. for a
total purchase price of $1.6 billion.

S&P believes Jo-Ann Stores' credit profile will weaken materially
because the transaction would likely add meaningful amounts of
debt and estimate that S&P would lower the corporate credit rating
by at least one notch.

Under the terms of the merger agreement the board of directors may
solicit alternative proposals through Feb. 14, 2011.

S&P expects to resolve the CreditWatch listing as soon as possible
after the transaction with an affiliate of Leonard Green &
Partners or another party is finalized.

Standard & Poor's Ratings Services said it placed its corporate
credit rating on specialty retailer of sewing, hobby, and craft
merchandise Jo-Ann Stores Inc. on CreditWatch with negative
implications.  The rating action is a result of the company's
agreement to be acquired by an affiliate of Leonard Green &
Partners L.P. for $1.6 billion.  S&P believes that this
transaction will materially weaken Jo-Ann Store's credit
protection metrics because S&P estimates that it will add a
significant amount of debt.

The CreditWatch placement follows the announcement that the
company is being acquired by an affiliate of Leonard Green &
Partners for approximately $1.6 billion or $61.00 per share in
cash.  The deal includes a "go shop" agreement which allows the
company to solicit, receive, evaluate, and enter into negotiations
with respect to alternative proposals through Feb. 14, 2011.

"In S&P's opinion, this transaction could weaken Jo-Ann Stores'
financial risk profile because of the potential to be funded with
a significant amount of debt resulting in credit protection
measures that are considerably weaker than current levels," said
Standard & Poor's credit analyst Jayne Ross.  Depending on the
amount of debt to be used, the rating will likely be in the 'B'
category.  As of the third quarter of 2010, the company's debt to
EBITDA was 2.2x and EBITDA to interest coverage was 4.9x.
Currently, S&P views the company's business risk profile as weak
and the financial risk profile as significant.

Before resolving the CreditWatch negative placement, S&P will meet
with management to discuss their new capital structure, business
strategy, and financial policies.  S&P expects to resolve the
CreditWatch listing as soon as possible after the transaction with
Leonard Green & Partners or another party is finalized.


JOHN COLBERT: Plan Documents Contain Typos, Undefined Terms
-----------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker directs John H. Colbert to file
no later than December 28, 2010, an amended combined plan and
disclosure statement, as well as a redlined version of the plan
documents, showing the changes Debtor has made.

The Debtor filed a plan and disclosure statement on December 16,
2010.  Judge Tucker said he cannot grant preliminary approval of
the disclosure statement due to a handful of errors and undefined
terms.  Among others, Paragraph I.A.15 of the Plan on page 2
contains the following definition: "Debtors: Mohamed R. and
Suzanne R. Baccouche" -- there is only one Debtor in this case.
The Court also wants references to "Debtors" changed.

Judge Tucker also said the formatting and the content of the Plan
is inadequate and must be rewritten according to general
guidelines.

A copy of the Court's December 20 Order is available at
http://is.gd/jyfQhfrom Leagle.com.

John H. Colbert filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mich. Case No. 10-65635) on August 13, 2010.  In his
schedules attached to the petition, Mr. Colbert disclosed assets
of $377,501 and debts of $458,024.  Kimberly Ross Clayson, Esq.,
at Schneider Miller, PC, in Detroit, Michigan, serves as counsel
to the Debtor.  A copy of the petition is available at:

           http://bankrupt.com/misc/mieb10-65635p.pdf


JOHN KONECNIK: Files Amended Disclosure Statement
-------------------------------------------------
John P. Konecnik, Jr., has filed with the U.S. Bankruptcy Court
for the Middle District of Florida an amended disclosure statement
with respect to its plan of reorganization dated December 20,
2010.

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

The Debtors, namely Fisherman's Wharf of Venice, Inc., a Florida
corporation, JPKJ, LLC, a Florida limited liability company, and
JMT Partners, a Florida partnership, will fund the Plan from
available cash, the income from the Reorganized Debtors' business,
and the proceeds from any causes of action asserted by the
Debtors.  The Debtors anticipate that these funds will be
sufficient to pay all remaining Allowed Administrative Claims,
Statutory Fees, Priority Tax Claims, and Priority Claims on the
Effective Date of the Plan.

A complete text of the Amended Disclosure Statement is available
for free at http://bankrupt.com/misc/JOHNKONECNIK_AmendedDS.pdf

John P. Konecnik, Jr., is the owner of a restaurant and marina
(Fisherman's Wharf), a motel, and a home is Nokomis, Florida.  The
Debtor filed for Chapter 11 protection on August 24, 2010 (Bankr.
M.D. Fla. Case No. 10-20279).  The Law Offices Lynn Ramey serves
as the Debtor's bankruptcy counsel.  The Debtor disclosed
$24,958,072 in assets and $14,129,383 in debts as of the Petition
Date.

Debtor-affiliate Fisherman's Warf of Venice, Inc., filed for
separate Chapter 11 petition on May 4, 2010 (Bankr. M.D. Fla. Case
No. 10-10694).


JOSEPH-BETH: Gets Final OK to Borrow $8 Million from Webster
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky has
granted Joseph-Beth Booksellers, LLC, permission, on a final
basis, to obtain debt of up to $8,000,000 from Webster Business
Credit Corporation, secured by first priority, valid, priming,
perfected, and enforceable liens on all of the Debtors' real and
personal property, with superpriority administrative claim status
in respect of all DIP Liabilities.

The Debtors may use the proceeds of the DIP Facility solely for
(a) working capital and general corporate purposes, (b) payment of
costs of administration of the cases, to the extent set forth in a
Budget, (c) payment of the Adequate Protection Payments, and (d)
payment in full of the remaining Pre-Petition Senior Debt.

Webster Business Credit Corporation is also the pre-petition
lender, owed roughly $7,300,000 in principal as of the Petition
Date.

The Debtors are also permitted use the prepetition lender's cash
collateral, subject to compliance with the budget.

As adequate protection for any decrease in the value of the
prepetition collateral on account of the granting of the DIP Liens
to the DIP Lender, the subordination of the prepetition senior
liens to the Carve-Out, the Debtors' use of the prepetition
collateral, including cash collateral, or the imposition of the
automatic stay, the prepetition lender is granted prepetition
replacement liens (junior only to the DIP Liens, the Carve-Out and
the permitted prior liens), the prepetition superpriority claim
(junior only to the DIP Liens, the DIP Superpriority Claim, and
the Carve-Out), the Adequate Protection Payments, and the pre-
petition indemnity account.

The Pre-Petition Lender will receive adequate protection in the
form of (i) payment of the proceeds of the DIP Collateral and the
Pre-Petition Collateral, (ii) payment in full of the remaining
Pre-Petition Senior Debt, (iii) payments in the amount of
interest, fees, costs, expenses (including reasonable attorneys'
fees and expenses), indemnities, and other amounts with respect to
the Pre-Petition Senior Debt in accordance with the Pre-Petition
Financing Agreements, and (iv) all letters of credit issued and
all obligations on account of cash management services and bank
products incurred under the Pre-Petition Financing Agreements will
be deemed issued and incurred under the DIP Financing Agreements
and deemed to constitute "Liabilities"  thereunder.

The Carve-Out refers to the sum of (i) allowed administrative
expenses pursuant to 28 U.S.C. Section 1930(a)(6); and (ii)
accrued and unpaid fees and expenses of attorneys and financial
advisors employed by the Debtors and the committee of unsecured
creditors, and accrued reasonable expenses of the members of the
creditors committee, in each case to the extent provided for and
in amounts not to exceed, the aggregate amounts contained in the
Budget during the period from the Petition Date through the date
on which an Event of Default first occurs.

                 About Joseph-Beth Booksellers

Cincinnati, Ohio-based Joseph-Beth Booksellers, LLC, operated
seven bookstores and bookstore-cafes in Kentucky, Ohio,
Pennsylvania, North Carolina, and Virginia.  The Company filed for
Chapter 11 protection on November 11, 2010 (Bankr. E.D. Ky. Case
No. 10-53594).  The case is jointly administered with JB
Booksellers, Inc., (Bankr. Case No. 10-53593).  Ellen Arvin
Kennedy, Esq., at Dinsmore & Shohl, represents the Debtor.  In its
schedules, the Debtor disclosed assets of $15,941,680 and
liabilities of $18,501,989 as of the petition date.


JOSEPH-BETH: Wins Nod to Tap DSI as Financial Advisor
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky has
granted Joseph-Beth Booksellers, LLC, et al., permission to employ
Development Specialists, Inc., as their financial advisor, nunc
pro tunc to the petition date.

Development Specialists will be compensated per the terms of the
DSI's Engagement Letter and in accordance with the procedures set
forth in sections 330 and 331 of the Bankruptcy Code, applicable
Federal Rules of Bankruptcy Procedure, local rules of the Court,
and such procedures as may be fixed by order of this Court.

                 About Joseph-Beth Booksellers

Cincinnati, Ohio-based Joseph-Beth Booksellers, LLC, operated
seven bookstores and bookstore-cafes in Kentucky, Ohio,
Pennsylvania, North Carolina, and Virginia.  The Company filed for
Chapter 11 protection on November 11, 2010 (Bankr. E.D. Ky. Case
No. 10-53594).  The case is jointly administered with JB
Booksellers, Inc., (Bankr. Case No. 10-53593).  Ellen Arvin
Kennedy, Esq., at Dinsmore & Shohl, represents the Debtor.  In its
schedules, the Debtor disclosed assets of $15,941,680 and
liabilities of $18,501,989 as of the petition date.


JOSEPH-BETH: Neil Van Uum Appointed to Perform Duties of D.I.P.
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky has
appointed Neil Van Uum, Chief Executive Officer, President, and
Treasurer of JB Booksellers, Inc., and member of Debtor Joseph-
Beth Booksellers, LLC, as the individual responsible for
performing the duties of Debtor and Debtor in Possession in
bankruptcy, pursuant to Rules 4002 and 9001(5)(A) of the Federal
Rules of Bankruptcy Procedure and Rule 1002-3 of the Local Rules
for the U.S. Bankruptcy Court for the Eastern District of
Kentucky.

                 About Joseph-Beth Booksellers

Cincinnati, Ohio-based Joseph-Beth Booksellers, LLC, operated
seven bookstores and bookstore-cafes in Kentucky, Ohio,
Pennsylvania, North Carolina, and Virginia.  The Company filed for
Chapter 11 protection on November 11, 2010 (Bankr. E.D. Ky. Case
No. 10-53594).  The case is jointly administered with JB
Booksellers, Inc., (Bankr. Case No. 10-53593).  Ellen Arvin
Kennedy, Esq., at Dinsmore & Shohl, represents the Debtor.  In its
schedules, the Debtor disclosed assets of $15,941,680 and
liabilities of $18,501,989 as of the petition date.


JUMA TECHNOLOGY: Converge Won't Proceed With Sale Deal
------------------------------------------------------
Juma Technology Inc., on September 17, 2010, entered into a letter
of intent with ConvergeOne Holdings Corp.  Under the terms of the
Letter of Intent, Converge, through a subsidiary, was to acquire
from the Company the assets of the Company's solutions and
maintenance business, free and clear of liens and encumbrances.
The closing of the transaction was subject to a number of
conditions including the completion of due diligence.

On December 20, 2010, Converge notified the Company that it was
terminating its due diligence and that it had elected not to
proceed with the proposed transaction.

                       About Juma Technology

Farmingdale, N.Y.-based Juma Technology Corp. is a highly
specialized convergence systems integrator with a complete suite
of services for the implementation and management of an entity's
data, voice and video requirements.

The Company's balance sheet at Sept. 30, 2010, showed
$4.29 million in total assets, $22.01 million in total
liabilities, and a stockholders' deficit of $17.72 million.

As reported in the Troubled Company Reporter on April 5, 2010,
Seligson & Giannattasio, LLP, in White Plains, N.Y., 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 incurred significant recurring
losses.


JUNIPER GROUP: Registers 500 Mil. Shares for 2011 Benefit Plan
--------------------------------------------------------------
In a Form S-8 filing with the Securities and Exchange Commission
on December 16, 2010, Juniper Group, Inc. registered 500,000,000
shares of common stock to be offered under its 2011 Stock Benefit
Plan.  A copy of The 2011 Stock Benefit Plan is available for free
at http://ResearchArchives.com/t/s?7177

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

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


KINGSWAY FINANCIAL: S&P Affirms 'CCC-' Counterparty Credit Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'CCC-'
unsolicited long-term counterparty credit ratings and negative
outlook on Kingsway Financial Services Inc. and its subsidiaries.
Subsequently, S&P withdrew the unsolicited ratings.

"S&P's ratings on Kingsway Financial Services and its subsidiaries
were based on the group's weak operating performance, liquidity,
capital adequacy, competitive position, and financial
flexibility," said Standard & Poor's credit analyst Pablo Feldman.

Kingsway reduced its outstanding senior unsecured debt rated by
Standard & Poor's and held by third parties to about $36.9 million
as of Sept. 30, 2010, from $176.8 million at year-end 2009.
Kingsway financed this debt reduction with cash obtained from the
sale of some of its subsidiaries and assets.  "Because the company
now has only a small amount of outstanding rated senior unsecured
debt, S&P is withdrawing its unsolicited ratings," said Mr.
Feldman.

The negative outlook reflected S&P's assessment of the company's
operating performance, liquidity, capital adequacy, competitive
position, and financial flexibility as weak.  S&P believes that
the company has a high level of financial leverage and that its
operating companies face a difficult underwriting environment.
S&P also believes that Kingsway Financial Services is highly
dependent upon favorable business, financial, and economic
conditions to meet its financial obligations.


KONSTANTINO KOURIS: Schnorr Suit Goes Back to State Court
---------------------------------------------------------
District Judge Gloria M. Navarro remands the action, David
Schnorr, an individual, v. Konstantinos Kouris, an individual;
Lyudmyla Radchenko, an individual; All Real Estate, Inc., a Nevada
corporation f/k/a All Real Estate, LLC; Meridian LV, LLC, a Nevada
Limited-Liability company; Nationwide Capital Asset Corporation, a
Nevada corporation; Does 1 through 10; and Roe Corporations 11
through 20, Case No. 10-cv-01047 (D. Nev.), to state court, at the
plaintiff's behest.

Plaintiff filed a Complaint on May 24, 2010, in the Eighth
Judicial District Court for the State of Nevada, County of Clark,
alleging the breach of a contract involving the purchasing,
repairing and reselling of Meridian at Hughes Center Condominiums
condominium units which had been foreclosed upon.

The Court finds that Defendants have improperly removed the action
in bad faith. The Defendants also failed to provide an objectively
reasonable basis for removal.

The Court also grants Plaintiff's requests for an award of costs
and attorney's fees.

A copy of the Court's December 22, 2010 Order is available at
http://is.gd/jyhW3from Leagle.com.

Konstantino Kouris, based in Las Vegas, filed for Chapter 11
bankruptcy (Bankr. D. Nev. Case No. 10-16105) on April 8, 2010.
Judge Mike K. Nakagawa presides over the case. Jeffrey A. Cogan,
Esq., Ltd., serves as bankruptcy counsel.  In his petition, the
Debtor estimated under $50,000 in assets and $1 million to
$10 million in debts.


LA VILLITA: Section 341(a) Meeting Scheduled for Jan. 24
--------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of La Villita
Motor Inns JV's creditors on January 24, 2011, at 9:30 a.m.  The
meeting will be held at San Antonio Room 333, U.S. Post Office
Building, 615 E. Houston Street, San Antonio, TX 78205.

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

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

San Antonio, Texas-based La Villita Motor Inns JV filed for
Chapter 11 bankruptcy protection on December 17, 2010 (Bankr. Case
No. 10-54864).  Debra L. Innocenti, Esq., at Oppenheimer Blend
Harrison & Tate, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.


LEHMAN BROTHERS: European Unit Loses Suits Over 5 Swap Agreements
-----------------------------------------------------------------
James Lumley and Lindsay Fortado reporting for Bloomberg News
said in a December 21 report that Lehman Brothers Holdings Inc.'s
former U.K. unit lost a lawsuit over five swaps agreements and
can't force the parties on the other side of the deals to pay the
bank.

The refusal of the five counterparties mentioned in the cases to
pay on the interest-rate swaps will cost Lehman Brothers
International Europe around $90 million, the judgment said,
according to the report.

U.K. judge Justice Michael Briggs rejected the LBIE
Administrators' argument that the condition precedent in Section
2(a)(iii) of the ISDA Master Agreements should be interpreted as
being subject to a limitation that it may only be relied upon for
a "reasonable time" and their argument that a Non-defaulting
Party had any obligation to designate an Early Termination Date.

According to news reports, the U.K. Court found that Section
2(a)(iii) is "suspensive" in effect, overturning the non-binding
comments in the Marine Trade case that Section 2(a)(iii) is a
once-and-for-all test.

The U.K. Court also held that there was no breach of the anti-
deprivation principle under English insolvency law in the context
of the swaps between the parties, reports said.

LBIE lawyer William Trower said at a hearing December 6 that the
bank wanted clarification of rules established by the
International Swaps and Derivatives Association, or ISDA,
Bloomberg related.  Justice Briggs said in his ruling that his
decision should only be applied to the five swaps at issue in
this case, the news agency added.

LBIE had about 2,000 open swap transactions at the time it went
into administration in September 2008.  Of those, at least 1,693
had been closed at the time of the insolvency filing.

"This is a decision on these five interest rate swaps, rather
than one which may automatically be relied upon in relation to
all possible circumstances when an ISDA Master Agreement might be
used," Justice Briggs said, Bloomberg related.

Stephanie Howel, spokeswoman at PricewaterhouseCoopers, the
administrators to LBIE, didn't immediately respond to a message
seeking comment.

In related news, Dow Jones Newswires reported on December 23 that
a Lehman Brothers Europe International case that centers on the
right of the bank's clients to access billions in ring-fenced
money will be heard by the UK Supreme Court, a court spokesman
said.

               ISDA Reacts to LBIE Judgment

The International Swaps and Derivatives Association, Inc., who
sought and was granted permission to intervene in the swaps case,
found the U.K. Court's rulings surprising and is at odds with the
market's expectations, according to a news report by Risk Center,
a financial risk management media company.  Nothing in the ISDA
Master Agreement suggests that those suspended obligations would
be extinguished at the end of the transaction's term, the ISDA
said, according to the report.

According to the same report, even before the Lehman case had
been brought, the ISDA had started the process of preparing a
form of amendment to Section 2(a)(iii) in response to concerns
raised by supervisors, including the U.K. Treasury, as to the
potential effect of Section 2(a)(iii) following the failure of a
major financial institution.  This process will continue, and
whatever the ultimate outcome of the Lehman case after any
appeals, the ISDA said it will consult with its members to agree
a form of amendment to Section 2(a)(iii) that ISDA will make
available to market participants in order to enable them to amend
their ISDA Master Agreements.

                       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: More Than $1.1 Bil. Already Paid to Advisors
-------------------------------------------------------------
Lehman Brothers Holdings Inc. disclosed these cash receipts and
disbursements of the company, its affiliated debtors and other
controlled entities for the month ended November 30, 2010:

Beginning Cash & Investments (11/0/10)  $21,089,000,000
Total Sources of Cash                     1,789,000,000
Total Uses of Cash                       (1,463,000,000)
FX Fluctuation                               (7,000,000)
                                         ---------------
Ending Cash & Investments (11/30/10)    $21,408,000,000

LBHI reported $2.572 billion in cash and investments as of
November 1, 2010, and $1.999 billion as of November 30, 2010.

The monthly operating report also showed that from September 15,
2008 to November 30, 2010, a total of $1,100,297,000 was paid to
professionals that were retained in the Debtors' Chapter 11
cases.  Of the amount, $382.440 million was paid to the Debtors'
turnaround manager, Alvarez & Marsal LLC, while $254.575 million
was paid to their bankruptcy counsel, Weil Gotshal & Manges LLP.

A full-text copy of the November 2010 Operating Report is
available for free at:

            http://bankrupt.com/misc/LehmanMORNov2010.pdf

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Receives Counter-Suit From JPMorgan
----------------------------------------------------
Lehman Brothers Holdings Inc. is facing a counter-suit filed by
JPMorgan Chase Bank N.A. for allegedly misleading the bank into
lending the company $70 billion prior to its bankruptcy filing.

In a 48-page complaint, JPMorgan said LBHI misled the bank into
believing that Barclays Capital Inc. would purchase the
securities of the company's broker-dealer unit which secure the
loans, and that those loans would be repaid in full.

Barclays is the U.K.-based bank which acquired the assets of
Lehman Brothers Inc., LBHI's broker-dealer unit.

According to the complaint, JPMorgan loaned more than $70 billion
to LBI on September 18, 2008, and released to Barclays securities
valued at $5 billion that JPMorgan was holding as margin for its
loans to the broker-dealer unit.  However, Barclays reportedly
did not buy all the securities that LBHI represented that it
would.

"Instead, with Lehman's help, Barclays cherry picked the
securities that it wanted, took JPMorgan's $5 billion of margin,
and left billions of dollars of LBI's worst securities behind,"
said Paul Vizcarrondo Jr., at Wachtell Lipton Rosen & Katz, in
New York.

Mr. Vizcarrondo said that JPMorgan was left with loans to LBI
secured by many of Lehman's "most toxic" securities.

"Thus, when the dust settled, JPMorgan was left holding the bag,
with more than $25 billion of outstanding loans to LBI secured by
a depleted collateral pool," JPMorgan's lawyer said in the
complaint.

JPMorgan's lawsuit is in response to a lawsuit that LBHI filed in
May 2010, which seeks to recover billions of dollars that the
bank allegedly seized as collateral.  The bank allegedly
threatened to discontinue its services unless LBHI posted
excessive collateral.

JPMorgan served as LBHI's main clearing bank in the 2008
financial crisis, lending the company's brokerage more than
$100 billion a day to settle trades and repurchase agreements.

LBHI sued the bank after an examiner who was appointed to
investigate its bankruptcy published the results of his
investigation.  The examiner found colorable claims against
JPMorgan in connection with its demands for collateral, which had
direct impact on LBHI's liquidity pool.

Earlier, JPMorgan filed a motion to dismiss LBHI's lawsuit,
saying it was the only major bank that continued to extend credit
to the company's broker-dealer unit when it was on the verge of
collapse.  JPMorgan took the position that the so-called "safe
harbor" provisions, which allow specified types of securities
transactions to be terminated even with the automatic stay in
bankruptcy, defeat LBHI's lawsuit.

The motion was opposed by LBHI and the Official Committee of
Unsecured Creditors, both of which believe they found loopholes
in the safe harbor provisions of the U.S. Bankruptcy Code.

LBHI and the Creditors' Committee also said that JPMorgan used
the "immense leverage" it had as the clearing bank to extract
billions of dollars of the company's assets.  They said that
JPMorgan's purpose in making the demands was not to protect
itself legitimately but to catapult itself ahead of LBHI's other
creditors.

In a related development, the Court issued an amended scheduling
order on December 8, 2010, which sets a timetable for the conduct
of investigation and the filing of court papers in connection
with LBHI's lawsuit.  A full-text copy of the order is available
at http://bankrupt.com/misc/LBHI_AmendedSchedOrderDec8.pdf

Under the scheduling order, the parties involved in the lawsuit
are required to complete fact discovery by August 19, 2011.
Depositions of expert witnesses are to be finished by
November 23, 2011.  Meanwhile, the trial is scheduled to begin on
April 30, 2012.

LBHI also entered into an agreement with the Creditors'
Committee, JPMorgan and Credit Suisse Securities (USA) LLC to
protect the confidentiality of "sensitive information" that may
be shared in connection with its lawsuit.  The agreement was
approved by the Court on December 17, 2010.

A full-text copy of the agreement is available without charge
at http://bankrupt.com/misc/LBHI_ConfStipCreditSuisse.pdf

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Wendy Uvino Sues Lehman, A&M & Hershan
-------------------------------------------------------
Wendy M. Uvino, a former employee of Lehman Brothers Holdings
Inc., commenced an adversary proceeding against the company,
Alvarez & Marsal and Robert Hershan in connection with her
employment in LBHI.  A&M is LBHI's restructuring manager while
Mr. Hershan is A&M's managing director.

Ms. Uvino was retained under LBHI's 2008 retention and
recruitment program for the administration and wind-down of
LBHI's various assets.  She was hired as senior vice president in
the human resources department at Lehman Brothers Inc.

By the complaint, Ms. Uvino asks the Court for judgment in an
amount to be determined at trial but not less than:

  (a) $457,500, together with attorneys' fees, costs and
      disbursements of the action, for compensation and bonus
      for the services performed that benefited the LBHI's
      bankruptcy estate;

  (b) $457,500, together with attorneys' fees, costs and
      disbursements of the action, for six months of unpaid
      salary as severance and bonus; and

  (C) $500,000 for back pay, front pay, general and special
      damages for lost compensation and job benefits she would
      have received but for the Defendants' emotional distress,
      humiliation, embarrassment, and anguish, exemplary and
      punitive damages so as to deter future malicious, reckless
      and intentional conduct, and awarding the Plaintiff costs
      and disbursements incurred in connection with the action.

Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rosen, PLLC,
in Huntington, New York -- ajrlaw@aol.com -- relates that Ms.
Uvino was not justly compensated for the work she rendered at
LBI.

                       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)


LEUCADIA NATIONAL: Fitch Affirms 'BB+' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed Leucadia National Corp.'s Issuer
Default Rating at 'BB+'; the Rating Outlook remains Negative.
Approximately $1.5 billion of debt is affected by this action.

The rating affirmation primarily reflects the substantial recovery
in the market value and improved financial performance of
Leucadia's largest investments, primarily Fortescue and Jefferies.
Other key factors include the financial flexibility provided by a
relatively solid liquidity position, modest leverage, management's
disciplined investment strategy and demonstrated ability to
generate realized gains on an investment portfolio that is
weighted heavily with assets viewed by management as undervalued
and, at times, facing material challenges at the time of
investment.

Leucadia's rating constraints include significant portfolio
concentration, operating and market risks associated with the
company's investment strategy and the resulting variability in
annual cashflow, profitability, investment portfolio values and
equity.

The Negative Outlook reflects Fitch's expectation that cashflow
generated from the company's operating segments will remain weak
relative to historical levels and reflect exposure to highly
cyclical industry sectors, including gaming, real estate,
manufacturing and energy.  Although the market value and financial
performance of Leucadia's largest investments, primarily Fortescue
and Jefferies, have improved, concentration risk and volatility
within the overall investment portfolio remain underlying
concerns.

Any factors that weaken or impair the company's financial
flexibility, liquidity and capitalization such as a significant
decline in overall performance of the company's operating segments
or deterioration in its largest or most significant investments,
recognition of substantial unrealized or realized losses on
portfolio investments, an increase in portfolio concentration risk
or a substantial increase in leverage would likely result in a
ratings downgrade.  Also, any significant changes in key senior
managers or their ownership interest may also negatively impact
current ratings.  Alternatively, increased portfolio
diversification, stronger recurring cash flow, and a liquidity
profile that is less subject to market risk and volatility would
be considered positive rating factors.

Fitch has affirmed these ratings of Leucadia National Corp. with a
Negative Outlook:

  -- IDR at 'BB+';
  -- Senior debt at 'BB+';
  -- Senior subordinated debt at 'BB';
  -- Junior subordinated debt to at 'BB-'.


LOEHMANN'S HOLDINGS: Creditors Seek to Hire Hahn & Hessen, CBIZ
---------------------------------------------------------------
BankruptcyData.com reports that the official committee of
unsecured creditors for Loehmann's Holdings is seeking permission
from the U.S. Bankruptcy Court motions to retain Hahn & Hessen
(Contact: Mark T. Power) as counsel at these hourly rates:

   -- Partner at $595 to $795
   -- Associate at $270 to $525,
   -- Counsel and of counsel at $490 to $700, and
   -- paraprofessional at $150 to $245

The Creditors Committee also proposes to retain CBIZ Accounting,
Tax & Advisory of New York and CBIZ, Inc. (Contact: Charles M.
Berk) as financial advisor at these hourly rates:

   -- Director and managing director at $385 to $675,
   -- Manager and senior manager at $270 to $385 and
   -- Senior associate and staff at $130 to $270.

                      About Loehmann's Holdings

Bronx, New York-based Loehmann's Holdings, Inc., is a discount
retailer with more than 60 stores.  The Bronx, New York-based
company is owned indirectly by Istithmar PJSC, an investment firm
owned by the government of Dubai.

Loehmann's filed for Chapter 11 bankruptcy protection on
November 15, 2010 (Bankr. S.D.N.Y. Case No. 10-16077).  It
estimated its assets and debts at $100 million to $500 million.

Affiliates Loehmann's Inc. (Bankr. S.D.N.Y. Case No. 10-16078),
Loehmann's Operating Co. (Bankr. S.D.N.Y. Case No. 10-16079),
Loehmann's Real Estate Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16080), and Loehmann's Capital Corp. (Bankr. S.D.N.Y. Case No.
10-16081) filed separate Chapter 11 petitions.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, assist the
Debtors in their restructuring efforts.

Perella Weinberg Partners LP is the Debtors' investment banker and
financial advisor.  Clear Thinking Group LLC is the Debtors'
restructuring adviser.  Troutman Sanders LLP is the Debtor's
special corporate counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims and notice agent.


LOS GATOS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Los Gatos Hotel Corporation
          dba Hotel Los Gatos
        1475 Saratoga Avenue, # 250
        San Jose, CA 95129

Bankruptcy Case No.: 10-63135

Chapter 11 Petition Date: December 27, 2010

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

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Jeffry A. Davis, Esq.
                  MINTZ LEVIN COHN FERRIS GLOVSKY POPEO
                  3580 Carmel Mountain Road, #300
                  San Diego, CA 92130
                  Tel: (858) 314-1500
                  E-mail: jadavis@mintz.com

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

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

The petition was signed by Jeff Curran, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Blossom Valley Investors, Inc.        09-57669           09/10/09

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Joie de Vivre                      Management Fee          $17,979
Attn: Michael Wisner, CFO
530 Bush Street, Suite 501
San Francisco, CA 94108

Rina's Hotel & Spa Collections     Trade Debt               $6,022
Attn: Rina Mstowski
546 Secoya Street
Watsonville, CA 95076

Comcast                            Trade Debt               $1,914
P.O. Box 34744
Seattle, WA 98124

Los Gatos Fitness, Inc.            Trade Debt               $1,000

Peninsula Builders                 Trade Debt                 $889

Classic Wines                      Trade Debt                 $834

California Hotel & Lodging Ass'n   Trade Debt                 $720

Brayton Gosslin - Petty Cash       Trade Debt                 $460
Custodian

The Posh Bakery                    Trade Debt                 $381

Equator Estate Coffees & Teas      Trade Debt                 $322

Courtesy Cleaner & Drape, Inc.     Trade Debt                 $315

Guest-Tek Interactive              Trade Debt                 $313
Entertainment

AT&T Mobility                      Trade Debt                 $249

FedEx                              Trade Debt                 $234

Jillbee                            Trade Debt                 $192

AT&T Long Distance                 Trade Debt                 $164

Delta Care USA                     Trade Debt                 $144

Greenleaf                          Trade Debt                 $142

Bhagwaan Asre Limousine            Trade Debt                 $110

Cintas Corporation                 Trade Debt                 $107


MAJESTIC LIQUOR: Plan of Reorganization Wins Court Approval
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
confirmed Majestic Liquor Stores, Inc., et al.'s Plan of
Reorganization, as twice amended.

As reported in the Troubled Company Reporter on October 19, 2010,
the Plan provides that the Reorganized Debtors will assume the
liability for and obligation to perform and make all distributions
or payments on account of all Allowed Claims.  All distributions
or payments will be made by the respective responsible Reorganized
Debtors.  The estimated percentage recovery for all creditors is
100%, except for the Class 6 - NRP Claim which is unknown.

The payments to be made by Reorganized Majestic under the Plan
will be funded from Reorganized Majestic's income and revenues
from operation of its business.  The payments to be made by
Reorganized Majestic Grapevine under the Plan will be
funded from (a) available cash on hand held by Reorganized
Grapevine and (b) payments received by Reorganized Majestic
Grapevine from Reorganized Majestic under the Plan on account of
Majestic Grapevine's Rejection Claim against Majestic arising from
Majestic's rejection of the lease between Majestic Grapevine and
Majestic with respect to the Cuney Property.

The payments to be made by Reorganized Majestic Properties under
the Plan will be made from the Majestic Properties Savings
Account.  The payments to be made by the Reorganized Individual
Debtors under the Plan will be funded from (a) the funds received
by the Reorganized Individual Debtors on account of the
Bratton/Fair Tax Refunds, (b) the Reorganized Individual Debtors'
future earnings, and (c) other sources of available cash on hand
of the Reorganized Individual Debtors.

                       About Majestic Liquor

Fort Worth, Texas-based Majestic Liquor Stores, Inc. -- dba Double
T Discount Beer & Wine No. 2, et al. -- was incorporated in 1955.
It operates Texas retail stores for the sale of liquor, beer, wine
and bar supplies.  The Company operates 46 retail stores and three
wholesale locations.

Majestic Liquor together with its affiliates filed for Chapter 11
bankruptcy protection on June 6, 2010 (Bankr. N.D. Tex. Case No.
10-43849).  J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at
Forshey & Prostok, LLP, assists the Company in its restructuring
effort.  Focus Management Group USA Inc. is the Company's
financial advisor.  The Company estimated its assets and debts at
$10 million to $50 million.


MAJESTIC LIQUOR: Unit Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Kyle Tate Fair, a debtor-affiliate of Majestic Liquor Stores,
Inc., filed with the U.S. Bankruptcy Court for the Northern
District of Texas its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,252,666
  B. Personal Property            $4,393,827
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,015,167
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $32,380
                                 -----------      -----------
        TOTAL                     $6,646,493      $15,047,547

Fort Worth, Texas-based Majestic Liquor Stores, Inc. -- dba Double
T Discount Beer & Wine No. 2, et al. -- was incorporated in 1955.
It operates Texas retail stores for the sale of liquor, beer, wine
and bar supplies.  The Company operates 46 retail stores and three
wholesale locations.

Majestic Liquor together with its affiliates filed for Chapter 11
bankruptcy protection on June 6, 2010 (Bankr. N.D. Tex. Case No.
10-43849).  J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at
Forshey & Prostok, LLP, assists the Company in its restructuring
effort.  Focus Management Group USA Inc. is the Company's
financial advisor.  The Company estimated its assets and debts at
$10 million to $50 million.

Kyle Tate Fair filed for Chapter 11 protection on June 8, 2010
(Bankr. N.D. Tex. Case No. 10-43885) John Y. Bonds, III, Esq., at
Shannon, Gracey, Ratliff & Miller, represents the Debtor.


MAMMOTH HENDERSON: Bankruptcy Court Closes Reorganization Case
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
closed the Chapter 11 case of Mammoth Henderson II LLC.

In the Debtor's docket, the Court disapproved the Debtor's
Disclosure Statement explaining the proposed Plan of
Reorganization.

As reported in the Troubled Company Reporter on February 16, 2010,
according to the Disclosure Statement, the Debtor seeks to
accomplish payments under the Plan by restructuring one note held
by U.S. Bank and converting mechanics liens to deeds of trust.
Secured creditors of the estate will be paid the present value of
their claim at a market interest rate over a 24 month to 84 month
period, excepting that their claims may be paid in full prior to
the seventh year through a sale or refinance of the Mammoth
Property.  The effective date targeted for the proposed Plan is
October 19, 2010.

Secured creditor U.S. Bank will be paid in full on or before the
84th month after the effective date, The Clark County Tax
Collector will be paid in full on or before the 72nd month after
the effective date, secured creditor New Life Carpets will be paid
in full on or before the 84th month after the effective date,
secured creditor American Constructors Inc., will be paid in full
on or before the 84th month after the effective date.

Allowed Class 5 General Unsecured Claims ($26,319) may elect to
receive a one-time lump sum payment equal to 50% of their allowed
claim as payment in full on the 13th month after the effective
date or 100% of their allowed claim as payment in full on or
before the 84th month after the effective date.

On or before the effective date, the Debtor will execute a
promissory note with each holder of a Class 5 Claim.   The Note
will provide that, commencing on the 25th month after the
effective date of the Plan, the obligations evidenced by the
promissory note will accrue interest at the rate of 3%.
Commencing on the 15th day of each month thereafter through the
84th month after the effective date, the Reorganized Debtor will
make equal monthly payments of interest to the Class 5 Claimant.

The distributions under the Plan will be made from available cash
and net sale proceeds.

                   About Mammoth Henderson II LLC

San Juan Capistrano, California-based Mammoth Henderson II LLC
filed for Chapter 11 bankruptcy protection on November 5, 2009
(Bankr. C.D. Calif. Case No. 09-22234).  Thomas C. Corcovelos,
Esq., who has an office in Manhattan Beach, California,
represented the Debtor.  The Company disclosed $24,002,100 in
assets and $20,895,296 in liabilities as of the Chapter 11 filing.


N.L.C. UNITRUST: Section 341(a) Meeting Scheduled for Jan. 14
-------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of N.L.C.
Unitrust Partners' creditors on January 14, 2011, at 10:00 a.m.
The meeting will be held at the U.S. District Court, 844 King
Street, Room 5209, Wilmington, Delaware.

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

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

Sedona, Arizona-based N.L.C. Unitrust Partners filed for Chapter
11 bankruptcy protection on December 15, 2010 (Bankr. D. Del. Case
No. 10-14074).  Jeffrey S. Cianciulli, Esq., at Weir & Partners
LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets at $10 million to $50 million and debts at
$1 million to $10 million at the Petition Date.


NATIONAL COAL: Deregisters Shares of Common Stock
-------------------------------------------------
In separate post-effective amendment forms filed with the
Securities and Exchange Commission on December 16, 2010, National
Coal Corp. disclosed that it is terminating the offerings of these
securities:

   -- 4,297,249 shares of common stock, par value $0.0001;

   -- 55,000,000 principal amount of the 10.5% Senior Secured
      Notes due 2010 of National Coal and related guarantees of
      such 10.5% Senior Secured Notes due 2010;

   -- 150,198 shares of common stock, par value $0.0001;

   -- 750,000 shares of common stock, par value $0.0001;

   -- 1,716,742 shares of common stock, par value $0.0001;

   -- 569,250 shares of common stock, par value $0.0001;

   -- 409,532 shares of common stock, par value $0.0001

   -- 375,000 shares of common stock issuable under the Company's
      2004 National Coal Corp. Option Plan;

   -- 312,500 shares of common stock issuable under the Company's
      Plan, which was filed with the Securities and Exchange
      Commission on March 8, 2005;

   -- 425,000 shares of common stock issuable under the Company's
      Plan, which was filed with SEC on April 15, 2008; and

   -- 387,500 shares of common stock issuable under the Company's
      Plan, which was filed with SEC on August 12, 2010.

On December 15, 2010, National Coal Corp. merged with and into
Ranger Coal Holdings LLC, with Ranger Coal Holdings, LLC being the
surviving corporation following the merger as a wholly-owned
subsidiary of Ranger Energy Investments, LLC pursuant to an
Agreement and Plan of Merger dated as of September 27, 2010 by and
among the Company, Ranger Energy and Merger Sub, as amended.
Pursuant to the terms of the Merger Agreement, each share of the
Company's common stock outstanding at the effective time of the
Merger was converted into the right to receive $1.00 in cash.  As
a result of the Merger, the Company became a wholly-owned
subsidiary of Ranger Energy.

As a result of the Merger, National Coal has terminated all
offerings of securities pursuant to its existing registration
statements.  In accordance with an undertaking made by National
Coal in the Registration Statement to remove from registration, by
means of a post-effective amendment, any securities that remain
unsold at the termination of the offering, National Coal removes
from registration all securities registered under the Registration
Statement that remain unsold as of the Effective Time.

                        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."


NEW CLINTON AUTO: Ex-Parte Joint Administration Motion Denied
-------------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker denied S & V Investment, LLC's
ex-parte motion for joint administration, without prejudice, filed
on December 20, 2010.  Judge Tucker said the Ex Parte Motion must
be denied, without prejudice, because it does not meet the
requirements of L.B.R. 1015-1(a), (b), or (c), and cannot be
granted as an ex parte motion.  L.B.R. 9014-1 applies to the
motion and L.B.R. 1015-1(c) states who must be served with the
motion and the 14-day notice of the motion.  A copy of the Court's
December 21 Order is available at http://is.gd/jycPsfrom
Leagle.com.

Judge Tucker also denied a similar ex-parte joint administration
motion filed by New Clinton Auto Service, Inc., for the same
reasons.  A copy of the Court's December 21 Order is available at
http://is.gd/jycEafrom Leagle.com.

Based in Clinton Township, Michigan, S & V Investment, LLC, filed
for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 10-74968) on
November 18, 2010, listing $100,000 to $500,000 in assets and
$500,000 to $1 million in debts.  Michael A. Greiner, Esq., at
Financial Law Group, P.C., in Warren, Michigan, served as
bankruptcy counsel.  A copy of its petition is available at
http://bankrupt.com/misc/mieb10-74968.pdf

S & V Investment is affiliated with New Clinton Auto Service,
Inc., dba New Clinton Auto Wash, dba AAA Muffler Shocks & Springs,
dba New Clinton Auto Sales, dba Auto Lab #137.  New Clinton Auto
also filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich.
Case No. 10-74966) on November 18, 2010.  Mr. Greiner also
represented this Debtor.  In its petition, the Debtor scheduled
$87,500 in assets and $1,048,126 in debts.


NORCRAFT HOLDINGS: Moody's Gives Neg. Outlook, Affirms 'B2' Rating
------------------------------------------------------------------
Moody's Investors Service revised the outlook on Norcraft
Holdings, L.P., and Norcraft Companies, L.P., to negative from
stable.  In a related rating action, Moody's affirmed Norcraft
Holdings, L.P.'s Corporate Family Rating and Probability of
Default Rating at B2 and all related rated debt.

These ratings/assessments were affected by this action:

Norcraft Holdings, L.P.

* Corporate Family Rating affirmed at B2;

* Probability of Default Rating affirmed at B2; and,

* $53.7 million senior unsecured discount notes due September 1,
  2012 affirmed at Caa1 (LGD6, 91%).

Norcraft Companies, L.P.

* $180.0 million senior secured 2nd lien notes due December 15,
  2015 affirmed at B2 (LGD3, 44%).

                         Ratings Rationale

The change in outlook to negative from stable reflects Moody's
view that demand for cabinetry, Norcraft's primary product, will
remain fragile for an extended period of time.  Moody's believes
that Norcraft will have difficulty in generating sizeable levels
of operating profits and free cash flow over the intermediate
term, resulting in credit metrics that will be weak relative to
its current rating.

Norcraft's B2 Corporate Family Rating is constrained by its
exposure to ongoing uncertainties in residential repair and
remodeling and new home construction end markets, the main drivers
of the company's revenues.  Norcraft is a small company relative
to other manufacturing companies based on revenues and absolute
EBITA levels, leaving little cushion for its end markets remaining
suppressed for an extended period.  The rating also reflects
expectations that credit metrics will remain weak.  At 3Q10, debt-
to-EBITDA was 6.1 times and debt-to-book capitalization was 95.8%,
while EBITA-to-interest expense was 1.1 times for twelve months
through September 30, 2010.  Nevertheless, Moody's recognizes
Norcraft's solid adjusted EBITA margins (12.6% for LTM 3Q10) and
an extended maturity profile with no debt due until September
2012.

Over the next twelve to eighteen months Norcraft must demonstrate
its ability to improve its operations and to generate significant
amount of free cash flow in order to improve its credit metrics.
Debt-to-book capitalization remaining significantly above 70%,
EBITA-to-interest expense sustained well below 2.0 times (ratios
adjusted per Moody's methodology), or a deterioration in its
liquidity profile would cause ratings pressures and may result in
a downgrade.

Stabilization of the ratings is unlikely in the near future as
Norcraft must contend with ongoing uncertainties in its end
markets and demand for its products.  However, if credit metrics
were to trend towards book capitalization of 70% or lower and
interest coverage of 2.0 times or higher, then the outlook may be
stabilized.

The last rating action was on December 1, 2009, at which time
Moody's affirmed the B2 Corporate Family Rating.

Norcraft Holdings, L.P., headquartered in Eagan, Minnesota, is a
manufacturer and assembler of finished kitchen and bathroom
cabinetry in the United States.  Revenues for the twelve months
through September 30, 2010, totaled about $262 million.


NORTEL NETWORKS: Seeks to Seize $37.9MM in Exec Retirement Savings
------------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that Nortel Networks Corp. on December 22 moved to seize
$37.9 million in retirement savings socked away over 10 years by
some of its top U.S. executives.  Nortel said in filings with the
the Bankruptcy Court the money is in a deferred-compensation plan
that participants understood was a "risky undertaking," because
terms allow Nortel to take the retirement savings if it ran into
trouble.

DBR says Nortel's request is couched as a stipulation with the
bank that holds the deferred pay and bonuses in a trust account.
According to the report, once a judge signs off on the settlement,
Nortel's papers say, the money executives put away in the trust
becomes company property.  Nortel named no names in its court
filing but said the money was put away by "a select group of
management and highly compensated employees" in the U.S.

According to the report, Nortel said the deferred-compensation
plan it created in 2000 is a "rabbi trust," which falls outside
the protection of U.S. pension laws.  Executives were offered an
opportunity to delay taking up to 80% of their base salary, and up
to 95% of commissions and bonuses, by putting the money in the
trust.

The expectation was that they would draw on their earnings after
retirement, when tax rates were lower.  According to the report,
Nortel said the deal included an understanding that in the event
of bankruptcy, the participating executives would get in line with
other unsecured creditors to await payment under a Chapter 11
plan.


NORTHWESTERN STONE: Section 341(a) Meeting Scheduled for Jan. 13
----------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of
Northwestern Stone, LLC's creditors on January 13, 2011, at 2:00
p.m.  The meeting will be held at the U.S. Trustee's Office, 780
Regent Street, Suite 307, Madison, WI 53715.

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

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

Middleton, Wisconsin-based Northwestern Stone, LLC, filed for
Chapter 11 bankruptcy protection on December 16, 2010 (Bankr. W.D.
Wis. Case No. 10-19137).  Timothy J. Peyton, Esq., who has an
office in Madison, Wisconsin, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.


P&C POULTRY: Has Until April 25 to Propose Chapter 11 Plan
----------------------------------------------------------
The Hon. Honorable Peter Carroll of the U.S. Bankruptcy Court for
the Central District of California extended P&C Poultry
Distributors, Inc., and Custom Processors, Inc.'s exclusive
periods to file and solicit acceptances for the proposed chapter
11 plan until April 25, 2011, and June 24, respectively.

City of Industry, California-based P&C Poultry Distributors, Inc.,
and its affiliate Custom processors, Inc., are a further processes
and distributes processed poultry products operating out of a
U.S.D.A.-certified facility in the City of Industry, California.
P&C produces value-added frozen and fresh poultry products for re-
sale to major fast food restaurant chains and casual dining
services, including CKE Restaurants, Inc. (Carl's Jr., Hardee's),
Yum! Brands, Inc. (KFC, Taco Bell), the Carlson Companies (Pickup
Stix, T.G.I. Friday's) and Daphne's Greek Cafe.

P&C filed for Chapter 11 bankruptcy protection on August 27, 2010
(Bankr. C.D. Calif. Case No. 10-46350).  Brian L. Davidoff, Esq.,
who has an office in Century City, California, represents the
Debtors.  The Debtor estimated assets and debts at $10 million to
$50 million.

Affiliate Custom Processors Inc. filed a separate Chapter 11
petition on August 27, 2010.


P&C POULTRY: Can Access East West Bank's Cash Until January 19
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized, on an interim basis, P&C Poultry Distributors, Inc.,
to access the cash collateral of East West Bank.

The Debtors would use the case collateral to fund its business
operations until 5:00 p.m., Pacific Standard Time on January 19,
2011.

A continued hearing on the Debtors' request for further cash
collateral use will be held on January 19, at 9:30 a.m.

The Debtors are also authorized to vary from any line item in the
new budget by 20%.

As reported in the Troubled Company Reporter on September 10, the
bank extended a commercial term loan and revolving line of
credit in July 2006 to the Debtor.  Currently, there is
approximately $5,513,371 owed on account of the line of credit
loan and approximately $3,310,846 owed on account of the term
loan.

In exchange for using the cash collateral, the Debtor will grant
the bank replacement security interests and liens in the same type
of property on which the bank enjoyed security interests and lien
in immediately prior to the Petition Date.

                         About P&C Poultry

City of Industry, California-based P&C Poultry Distributors, Inc.,
and its affiliate Custom processors, Inc., are a further processes
and distributes processed poultry products operating out of a
U.S.D.A.-certified facility in the City of Industry, California.
P&C produces value-added frozen and fresh poultry products for re-
sale to major fast food restaurant chains and casual dining
services, including CKE Restaurants, Inc. (Carl's Jr., Hardee's),
Yum! Brands, Inc. (KFC, Taco Bell), the Carlson Companies (Pickup
Stix, T.G.I. Friday's) and Daphne's Greek Cafe.

P&C filed for Chapter 11 bankruptcy protection on August 27, 2010
(Bankr. C.D. Calif. Case No. 10-46350).  Brian L. Davidoff, Esq.,
who has an office in Century City, California, represents the
Debtors.  The Debtor estimated assets and debts at $10 million to
$50 million.

Affiliate Custom Processors Inc. filed a separate Chapter 11
petition on August 27, 2010.


P&C POULTRY: U.S. Trustee Forms 4-Member Creditors Committee
------------------------------------------------------------
Peter C. Anderson, U.S. Trustee for Region 16, appointed four
members to the official committee of unsecured creditors in
the Chapter 11 cases of P&C Poultry Distributors, Inc., and Custom
Processors, Inc.

The Creditors Committee members are:

1. Lawrence Wholesale, LLC
   Attn: Allen Gilbert
   10250 Constellation Blvd., 19th Floor
   Los Angeles, CA 90067
   Tel: (310) 282-6220
   E-mail: agilbert@metrotheatres.com

2. Consolidated Packaging
   Attn: Steve Haight, Sr., CEO
   9821 Pittsburgh Avenue
   Rancho Cucamonga, CA 91730
   Tel: (909) 484-3288
   E-mail: StevSr@consolidatedpkg.com

3. Precision Refrigeration & Air Conditioning
   Attn: Igor Cherdak, president
   9726 Klingerman Street
   South El Monte, CA 91733
   Tel: (626) 443-8882
   Fax: (626) 443-8899
   E-mail: Igorc@prainc.com

4. Unifirst
   Attn: Jeff Martin, central manager
   700 S. Etiwanda Ave., Suite C
   Ontario, CA 91761-8608
   Tel: (909) 390-8670
   E-mail: jeffmartin@unifirst.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

City of Industry, California-based P&C Poultry Distributors, Inc.,
and its affiliate Custom processors, Inc., are a further processes
and distributes processed poultry products operating out of a
U.S.D.A.-certified facility in the City of Industry, California.
P&C produces value-added frozen and fresh poultry products for re-
sale to major fast food restaurant chains and casual dining
services, including CKE Restaurants, Inc. (Carl's Jr., Hardee's),
Yum! Brands, Inc. (KFC, Taco Bell), the Carlson Companies (Pickup
Stix, T.G.I. Friday's) and Daphne's Greek Cafe.

P&C filed for Chapter 11 bankruptcy protection on August 27, 2010
(Bankr. C.D. Calif. Case No. 10-46350).  Brian L. Davidoff, Esq.,
who has an office in Century City, California, represents the
Debtors.  The Debtor estimated assets and debts at $10 million to
$50 million.

Affiliate Custom Processors Inc. filed a separate Chapter 11
petition on August 27, 2010.


PAUL ROSA: To Start Liquidation Sale Soon
-----------------------------------------
Rosa's Home Store said in a statement that as a result of
bankruptcy hearing on December 21, it will "begin a liquidation
sale soon."

Customers of Rosa's Home Stores that placed a deposit prior to the
Chapter 11 filing will receive the products they ordered or be
allowed to select alternate merchandise.

"This was the most important aspect of the bankruptcy filing",
said Dean Rallo, Rosa's President.  "Rosa's didn't want this
bankruptcy to negatively impact our loyal customers, so we worked
very closely with our legal team and the bankruptcy court, to put
our customers first" added Mr. Rallo.  All customers with open
orders will be contacted with instructions on how to finalize
their orders.

The Bankruptcy Court has approved Planned Furniture Promotions,
Inc., to manage the Going-Out-Of-Business/Bankruptcy Liquidation
sales in all of the Rosa's Home Stores.

"We're proud to have been chosen by Rosa's, an institution in the
community, to assist the company in this difficult time" said Tom
Liddell, Sr. Vice President of Planned Furniture Promotions.

Rosa's Home Stores operates three locations in Buffalo and one
store in Niagara Falls.  The stores are currently closed for a
short period of time, to complete an inventory and to prepare for
the liquidation sale that will be open to the public.

                         About Paul Rosa

Paul Rosa, Inc., doing business as Rosa's Home Stores, filed for
Chapter 11 protection in Buffalo, New York, on Dec. 9, 2010
(Bankr. W.D. N.Y. Case No. 10-15205).

Headquartered in Cheektowaga, Rosa's Home Store --
http://www.rosasonline.com/-- is a leading home furnishings
appliance and electronics retailer operating four stores in
Western New York since 1981.

Camille W. Hill, Esq., at Bond, Schoeneck & King, PLLC, in
Syracuse, New York, represents the Debtor in the Chapter 11 case.

The Debtor estimated assets and debts of $1,000,001 to $10,000,000
in its Chapter 11 petition.


PEARL COS: Unsecured Creditors Panel Files Rival Exit Plan
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that unsecured creditors have
filed a rival reorganization proposal in the bankruptcy case of
Pearl Cos. that would allow them to see a full recovery.  DBR says
the official committee representing unsecured creditors on
Thursday introduced its own road map for the Company's
restructuring, deeming the plan filed in November by Pearl
"unacceptable."

According to DBR, the creditors said they had attempted to
negotiate a consensual plan with the company but were unable to
reach a resolution.  "The committee realized that the only way for
unsecured creditors to be treated fairly was to file its own plan
of reorganization," the creditors said in papers filed with the
U.S. Bankruptcy Court in Fort Lauderdale, Fla.

According to DBR, Martin L. Sandler, Esq., on behalf of Pearl,
said Monday that the company had no comment in response to the
competing plan.

In November, DBR said Pearl Cos. filed a reorganization plan even
though it failed to reach an agreement with unsecured creditors
regarding the terms of the document.  The Troubled Company
Reporter, citing the DBR report, said November 10, 2010, that the
Plan provides for the Company and its principals to pay creditors
through available funds and future revenue.  Holders of gift cards
that Pearl had issued, for example, will receive the full amount
of the unused portion of the gift card as a credit against
purchases.  Unsecured creditors with claims of $3,000 or less will
get 20% of their claim paid in five separate payments.

Pearl estimates that this group of creditors will be owed a total
of $153,000, DBR notes.  Meanwhile, DBR says, unsecured creditors
with claims in excess of $3,000 will be paid 20% of their claim in
15 separate payments.

Pearl Cos. filed a Chapter 11 petition in Fort Lauderdale, Florida
(Bankr. S.D. Fla. Case No. 10-19336) on April 9, 2010.  Pearl Cos.
has six arts-and-crafts stores in operation.  In its petition, it
disclosed assets of $7.9 million and debt totaling $10.9 million.

Judge John K. Olson presides over the case.  Martin L. Sandler,
Esq. -- martin@sandler-sandler.com -- in Miami Beach, Fla., serves
as the Debtor's bankruptcy counsel.


PRIUM MEEKER: Plan of Reorganization Wins Court Approval
--------------------------------------------------------
The Hon. Paul B. Snyder of the U.S. Bankruptcy Court for the
Western District of Washington confirmed Prium Meeker Mall LLC,
and Prium Kent Retail LLC's Plan of Reorganization.

As reported in the Troubled Company Reporter on December 22, 2010,
the Plan centers on the restructuring of the Debtors' obligations
to First Independent Bank, leasing the remaining vacant space at
Meeker Square Neighborhood Shopping Center (approximately 11%) and
a sale or refinance of Meeker Square in 2014.

Under the Plan, the bank's claims will be cured on the effective
date so that the outstanding amount owed will be its principal
balance of $19,843,763.  The Debtors will make monthly payments to
the bank of $116,005 from its rental income and a lump sum payment
to the bank of the balance of its claim upon the sale or refinance
of Meeker Square.

WF Capital, Inc.'s claim will be fixed in the principal amount of
$1,000,000 on the effective date.  The Debtors will make monthly
payments of $4,167 from the rental income and a lump sum payment
to WF Capital of the balance of its claim upon the sale or
refinance of Meeker Square.

Claims of A.B.K. LLC will be fixed at $100,000 on the effective
date.  The Debtors will make monthly payments of $417(interest
only) from from the rental income and a lump sum payment to ABK
LLC of the balance of its claim upon the sale or refinance of
Meeker Square.

Class 4 unsecured claims will be paid at the rate of $50,000 every
six months  from rental income until paid in full.

Existing members will retain their membership interests.

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

                    About Prium Meeker Mall LLC

Tacoma, Washington-based Prium Meeker Mall LLC filed for Chapter
11 bankruptcy protection on July 14, 2010 (Bankr. W.D. Wash. Case
No. 10-45713).  Timothy W. Dore, Esq., at Ryan Swanson & Cleveland
PLLC, assists the Company in its restructuring effort.  The
Company estimated assets and debts at $10 million to $50 million.

Two affiliates filed separate Chapter 11 petitions on June 8,
2010, Chelsea Heights LLC (Bankr. Case No. 10-44959); and Prium
Tumwater Buildings LLC (Bankr. Case No. 10-44962).


PRIUM SPOKANE: Section 341(a) Meeting Scheduled for Jan. 28
-----------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of Prium
Spokane Buildings, L.L.C.'s creditors on January 28, 2011, at
11:00 a.m.  The meeting will be held at the U.S. Trustee Office,
U.S. Courthouse Room 561 N, 920 W Riverside Avenue, Spokane,
Washington.

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

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

Bellevue, Washington-based Prium Spokane Buildings, L.L.C., filed
for Chapter 11 bankruptcy protection on December 16, 2010 (Bankr.
E.D. Wash. Case No. 10-06952).  Barry W. Davidson, Esq., at
Davidson Backman Medeiros PLLC, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.


PROFESSIONAL VETERINARY: Files Committee-Backed Liquidating Plan
----------------------------------------------------------------
Professional Veterinary Products, LTD, et al., and the Official
Committee of Unsecured Creditors submitted to the U.S. Bankruptcy
Court for the District of Nebraska a proposed Plan of Liquidation
and an explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Plan will facilitate
the final liquidation of the Debtors' estates and the distribution
of the proceeds obtained therefrom to holders of allowed claims.

Upon the Effective Date, any and all remaining assets of the
Debtors and their estates, including (a) all Unencumbered assets
and (b) all cash, will be transferred to, and vest in, the
Liquidating Trust, subject to any lien that is not waived,
released or discharged on the Effective Date of the Plan; all
assets will constitute the Trust Estate, subject to those liens.

                  Treatment of Claims and Interest

     Class of Claim                        Estimated Recovery
     --------------                        ------------------
Class 1 - Wells Fargo Fee Claim/
          Secured Claim ($1,381,938)              100%

Class 2 - Bayer Consignment Claim/
          Other Secured Claims ($59,730)          100%

Class 3 - AgriLabs Secured Claim ($443,000)       100%

Class 4 - General Unsecured Claims
          ($28,600,000)                          42%-55%

Class 5 - Equity Interests ($5,611,000)             0%

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

              About Professional Veterinary Products

Professional Veterinary Products Ltd. -- http://www.pvpl.com/--
operates a veterinary supply company owned and managed by
veterinarians.

Professional Veterinary sought Chapter 11 protection from
creditors on August 20, 2010, in Omaha, Nebraska (Bankr. D. Neb.
Case No. 10-82436).  Affiliates ProConn and Exact Logistics also
filed for Chapter 11.

The Company reported $89.79 million in total assets,
$78.23 million in total liabilities, and $11.56 million in
stockholders' equity at April 30, 2010.

The Company hired McGrath North Mullin & Kratz PC LLC, as
bankruptcy counsel and Alliance Management as financial and
restructuring advisors.


QUEPASA CORP: Receives $12.6MM from Sale of 1.7MM Shares
--------------------------------------------------------
On December 21, 2010, Quepasa Corporation closed a private
placement and sold 1,753,329 shares of its common stock to a
number of institutional and accredited investors at $7.50 per
share.

The Company received approximately $12.6 million in net proceeds
and will use the proceeds primarily to expand its gaming platform,
including through acquisitions, as well as to facilitate the
continued development of Quepasa-owned gaming intellectual
property and other general corporate purposes.  Two of the
investors in this private placement were a trust controlled by a
director of the Company and an entity of which a director of the
Company is the sole member of the board of directors.

In connection with the offering, the Company paid a commission to
its placement agent, Merriman Capital, Inc., of $435,000.

                    About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site http://www.Quepasa.com/operates as an online
social community for young Hispanics.

The Company's balance sheet at September 30, 2010, showed
$3.39 million in total assets, $6.67 million in total liabilities,
and a stockholders' deficit of $3.28 million.  At Sept. 30, the
Company had accumulated losses from inception of $164.28 million.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted of the Company's
net loss and net cash used in operating activities in 2009 of
$10.58 million and $3.88 million, respectively, and a
stockholders' deficit and an accumulated deficit of $3.90 million
and $159.33 million, respectively, at December 31, 2009.


RAY ANTHONY: Can Use CAT Financial's Cash Collateral Until Jan. 11
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
authorized Ray Anthony International, LLC to use the FCC Equipment
Financing, a division of Caterpillar Financial Services
Corporation's cash collateral.

CAT consented to the Debtors' cash collateral use to fund their
business operations until January 11, 2011

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant CAT replacement liens on all
real and personal property of the Debtor, and superpriority
administrative expense claim status.

In addition, the automatic stay is vacated as of January 11, to
permit CAT Financial to pursue its rights in all of the CAT
Financial equipment and the proceeds thereof.

                  About Ray Anthony International

West Mifflin, Pennsylvania-based Ray Anthony International, Inc.,
filed for Chapter 11 bankruptcy protection on September 15, 2010
(Bankr. W.D. Pa. Case No. 10-26576).  The Debtor estimated assets
and debts at $50 million to $100 million as of the Chapter 11
filing.

Affiliate Ray G. Anthony filed a separate Chapter 11 petition on
September 14, 2010 (Bankr. W.D. Pa. Case No. 10-26552).


RAY ANTHONY: Lets Textron Financial Repossess Collateral
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
approved a stipulation, granting Textron Financial Corporation
relief from the automatic stay in the bankruptcy cases of Ray
Anthony International, LLC, and Ray Anthony.

The stipulation was entered among the Debtors, United Bank, Inc.,
Huntington National Bank, and Textron Financial Corporation.

TFC is authorized to exercise its rights and remedies under
applicable state law, including, but not limited to, repossession
and sale, of TFC's security interests, liens and rights in the
following:

   -- 4 pieces of equipment that TFC financed for Debtor RAI;
   -- 1 Nelson Tri-Axle Wide Spread Dolly, S/N 1N9G62A3281012772;
   -- 1 Terex-Demag AC350 All Terrain Crane, S/N 31206;
   -- 1 Terex-Demag AC80-2, S/N 48111; and
   -- 1 2000 MANITOWOC 222, S/N 100-004.

The parties agree that RAI Debtor lacks any equity in the TFC
collateral.

A hearing is set for January 13, 2011, at 2:00 p.m. to consider

the status of the stipulated stay relief order.

                  About Ray Anthony International

West Mifflin, Pennsylvania-based Ray Anthony International, Inc.,
filed for Chapter 11 bankruptcy protection on September 15, 2010
(Bankr. W.D. Pa. Case No. 10-26576).  The Debtor estimated assets
and debts at $50 million to $100 million as of the Chapter 11
filing.

Affiliate Ray G. Anthony filed a separate Chapter 11 petition on
September 14, 2010 (Bankr. W.D. Pa. Case No. 10-26552).


RENAISSANT LAFAYETTE'S: Judge Approves Sale to Amalgamated Bank
---------------------------------------------------------------
Sean Ryan at The Business Journal reports that a U.S. federal
bankruptcy judge approved Renaissant Lafayette's request to sell
its Park Lafayette building to Amalgamated Bank of New York City.

Amalgamated submitted an offer to buy the building for
$55 million.  Bids were solicited from other parties, but no one
submitted an acceptable bid to beat Amalgamated.

According to the report, Interforum Holdings, a former partner in
Renaissant Lafayette, has asked the bankruptcy court to block the
sale because its members had not signed off on the Chapter 11
bankruptcy filing for Renaissant Lafayette.  Interforum withdrew
its complaint after the judge approved a settlement that
Interforum negotiated with Renaissant Lafayette.

                    About Renaissant Lafayette

Oak Brook, Illinois-based Renaissant Lafayette LLC is the owner of
a 280-unit luxury condominium development in Milwaukee named Park
Lafayette.  The project is at the intersection of North Prospect
Avenue and Lafayette Place in Milwaukee.  So far, 39 units were
sold.

The Company filed for Chapter 11 protection on December 23, 2009
(Bankr. E.D. Wis. Case No. 09-38166).  The Company estimated its
assets at $50 million to $100 million and debts at $100 million to
$500 million.


RHI ENTERTAINMENT: Proofs of Claim Due by January 21
----------------------------------------------------
The Honorable Stuart M. Bernstein directs creditors of RHI
Entertainment, Inc., and its debtor-affiliates holding claims that
arose prior to Dec. 10, 2010, to file their proofs of claim by
5:00 p.m., prevailing Eastern Time, on Jan. 21, 2011.
Governmental units have until June 8, 2011, to file their proofs
of claim.  Claim forms and other documents relating to the claims
bar date are available at http://www.loganandco.com/at no charge.

As reported in the Troubled Company Reporter on Dec. 16, 2010, RHI
Entertainment Inc., won approval to put its prepackaged Chapter 11
case on a fast track and hold a combined disclosure statement and
restructuring plan confirmation hearing as early as Feb. 17, 2011.
The Prepackaged Plan provides that, on its Effective Date, (a) the
First Lien Lenders will receive (i) $300 million of New Term Loan
Obligations and (ii) roughly 99% of the New Common Stock (subject
to dilution); and (b) the Second Lien Lenders will receive (i)
roughly 1% of the New Common Stock (subject to dilution), (ii) New
Warrants representing 15% ownership of the New Common Stock on a
fully diluted basis, and (iii) a limited fee and expense
reimbursement of up to $250,000.

                    About RHI Entertainment

New York-based RHI Entertainment, Inc., develops, produces and
distribute new made-for-television movies, mini-series and other
television programming worldwide.  It filed for Chapter 11
bankruptcy protection on December 10, 2010 (Bankr. S.D.N.Y. Case
No. 10-16536).  D.J. Baker, Esq., Rosalie Walker Gray, Esq., Keith
A. Simon, Esq., Adam S. Ravin, Esq., and Jude Gorman, Esq., at
Latham & Watkins LLP, serve as the Debtors' bankruptcy counsel.
The Debtor disclosed $524,722,000 in total assets and $834,094,000
in total debts in its chapter 11 petition.

Affiliates RHI Entertainment, LLC (Bankr. S.D.N.Y. Case No. 10-
16537), RHIE Holdings Inc. (Bankr. S.D.N.Y. Case No. 10-16538),
RHI Entertainment Holdings II, LLC (Bankr. S.D.N.Y. Case No. 10-
16541), RHI Entertainment Distribution, LLC (Bankr. S.D.N.Y. Case
No. 10-16549), RHI International Distribution Inc. (Bankr.
S.D.N.Y. Case No. 10-16550), RHI Entertainment Productions, LLC
(Bankr. S.D.N.Y. Case No. 10-16551), HE Pro Tunes, Inc. (Bankr.
S.D.N.Y. Case No. 10-16552), HEGOA INC. (Bankr. S.D.N.Y. Case No.
10-16553), HEP Music, Inc. (Bankr. S.D.N.Y. Case No. 10-16554),
HEP SS Music Inc. (Bankr. S.D.N.Y. Case No. 10-16555), Don
Quixote, Inc. (Bankr. S.D.N.Y. Case No. 10-16556), Independent
Projects, Inc. (Bankr. S.D.N.Y. Case No. 10-16557), Library
Storage, Inc. (Bankr. S.D.N.Y. Case No. 10-16558), Metropolitan
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16560), NGP
Holding, Inc. (Bankr. S.D.N.Y. Case No. 10-16561), and SLB
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16562) filed
separate Chapter 11 petitions.

Logan & Company, Inc., serves as the Debtors' claims and noticing
agent.

RHI's First Lien Lenders are represented by Michael A. Chapnick,
Esq. -- mchapnick@morganlewis.com -- and Wendy S. Walker, Esq. --
wwalker@morganlewis.com -- at Morgan, Lewis & Bockius LLP, and
RHI's Second Lien Lenders are represented by Mark R. Somerstein,
Esq. -- mark.somerstein@ropesgray.com -- and Patricia I. Chen,
Esq. -- patricia.chen@ropesgray.com -- at Ropes & Gray LLP.


ROCK-TENN CO: S&P Raises Ratings on Senior Unsec. Notes From 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Norcross, Georgia-based Rock-Tenn Co.
to 'BBB' from 'BBB-'.  At the same time, S&P raised the issue-
level rating on the company's senior secured credit facilities,
senior notes due 2011, and senior notes due 2013 to 'BBB' from
'BBB-'.  S&P also raised the rating on the senior unsecured notes
due 2016 to 'BBB-' from 'BB+'.

All ratings were removed from CreditWatch where they were placed
with positive implications on Sept. 27, 2010.  The rating outlook
is stable.

The unsecured notes are rated one notch below the corporate credit
rating to reflect the sizable priority liabilities, including the
secured credit facilities and senior secured notes that currently
rank ahead of these notes.

"The upgrade reflects S&P's expectation that Rock-Tenn's financial
profile is likely to be more consistent with a 'BBB' rating," said
Standard & Poor's credit analyst Tobias Crabtree.  This is because
of the company's recent improvement in credit metrics, a trend S&P
expects to continue, and its demonstrated ability to significantly
reduce leverage subsequent to its debt-financed acquisitions (most
recently, Southern Container Corp. in 2008).  In addition, S&P
believes adjusted leverage, which was about 2.3x as of Sept. 30,
2010, could further decline over the next year as a result of its
relatively good free cash flow generation and the repayment of its
upcoming debt maturities.

S&P's upgrade also reflects its view that the company's financial
policies -- on acquisitions and shareholder rewards -- will
remain in-line with an intermediate financial risk profile.
Specifically, S&P expects adjusted leverage will be maintained
below 3x given its assessment of its business risk profile as
satisfactory.


S & V INVESTMENT: Ex-Parte Joint Administration Motion Denied
-------------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker denied S & V Investment, LLC's
ex-parte motion for joint administration, without prejudice, filed
on December 20, 2010.  Judge Tucker said the Ex Parte Motion must
be denied, without prejudice, because it does not meet the
requirements of L.B.R. 1015-1(a), (b), or (c), and cannot be
granted as an ex parte motion.  L.B.R. 9014-1 applies to the
motion and L.B.R. 1015-1(c) states who must be served with the
motion and the 14-day notice of the motion.  A copy of the Court's
December 21 Order is available at http://is.gd/jycPsfrom
Leagle.com.

Judge Tucker also denied a similar ex-parte joint administration
motion filed by New Clinton Auto Service, Inc., for the same
reasons.  A copy of the Court's December 21 Order is available at
http://is.gd/jycEafrom Leagle.com.

Based in Clinton Township, Michigan, S & V Investment, LLC, filed
for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 10-74968) on
November 18, 2010, listing $100,000 to $500,000 in assets and
$500,000 to $1 million in debts.  Michael A. Greiner, Esq., at
Financial Law Group, P.C., in Warren, Michigan, served as
bankruptcy counsel.  A copy of its petition is available at
http://bankrupt.com/misc/mieb10-74968.pdf

S & V Investment is affiliated with New Clinton Auto Service,
Inc., dba New Clinton Auto Wash, dba AAA Muffler Shocks & Springs,
dba New Clinton Auto Sales, dba Auto Lab #137.  New Clinton Auto
also filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich.
Case No. 10-74966) on November 18, 2010.  Mr. Greiner also
represented this Debtor.  In its petition, the Debtor scheduled
$87,500 in assets and $1,048,126 in debts.


SAINT VINCENTS: Seeks Court's Help on Closing of Nursing Home Sale
------------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Saint Vincent's
Hospital has asked the U.S. Bankruptcy Court in Manhattan for help
in getting buyers to close on the $30 million sale of a nursing
home in Brooklyn, the Bishop Francis J. Mugavero Center for
Geriatric Care.

                      About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SEARCHMEDIA HOLDINGS: Luxor Capital Group Has 5.3% Equity Stake
---------------------------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission on December 16, 2010, Luxor Capital Group, LP disclosed
that it beneficially owns 1,104,331 shares of SearchMedia Holdings
Limited ordinary shares, $0.0001 par value representing 5.3% of
the shares outstanding.

The number of shares outstanding of Ordinary Shares, $0.0001 par
value per share at December 14, 2010 was 20,858,661.

Other affiliates of Luxor Capital Group also disclosed beneficial
ownership of shares:

                                             Shares        Equity
                                       Beneficially Owned  Stake
                                       ------------------  ------
Luxor Capital Partners, LP                   304,344       1.5%
Luxor Spectrum, LLC                            9,299       0.1%
Luxor Wavefront, LP                          132,652       0.6%
Luxor Capital Partners Offshore Master Fund  472,896       2.3%
Luxor Capital Partners Offshore, Ltd.        472,896       2.3%
Luxor Spectrum Offshore Master Fund, LP       84,639       0.4%
Luxor Spectrum Offshore, Ltd.                 84,639       0.4%
Luxor Management, LLC                      1,104,331       5.3%
LCG Holdings, LLC                          1,003,830       4.8%
Christian Leone                            1,104,331       5.3%

Luxor Capital Group acts as the investment manager of the Onshore
Fund, the Spectrum Onshore Fund, the Wavefront Fund, the Offshore
Master Fund, the Offshore Feeder Fund, the Spectrum Offshore
Master Fund and the Spectrum Offshore Feeder Fund and to accounts
it separately manages.  The Offshore Master Fund is a subsidiary
of the Offshore Feeder Fund, and the Spectrum Offshore Master Fund
is a subsidiary of the Spectrum Offshore Feeder Fund.  Luxor
Management is the general partner of Luxor Capital Group.  Mr.
Leone is the managing member of Luxor Management.  LCG Holdings is
the general partner of the Onshore Fund, the Wavefront Fund, the
Offshore Master Fund, the Spectrum Offshore Master Fund and the
managing member of the Spectrum Onshore Fund.  Mr. Leone is the
managing member of LCG Holdings.

Luxor Capital Group, Luxor Management and Mr. Leone may each be
deemed to have voting and dispositive power with respect to the
shares of Common Stock held by the Funds and the Separately
Managed Accounts.  LCG Holdings may be deemed to have voting and
dispositive power with respect to the shares of Common Stock held
by the Onshore Fund, the Spectrum Onshore Fund, the Wavefront
Fund, the Offshore Master Fund and the Spectrum Offshore Master
Fund.

                    About SearchMedia Holdings

Based in Shanghai, China, SearchMedia Holdings Limited (NYSE Amex:
IDI, IDI.WS) is a multi-platform media company operating primarily
in the out-of-home advertising industry and one of the largest
operators of integrated outdoor billboard and in-elevator
advertising networks in China.  SearchMedia operates a network of
over 1,500 high-impact billboards with over 500,000 square feet of
surface display area and one of China's largest networks of in-
elevator advertisement panels consisting of approximately 125,000
frames in 50 cities throughout China.  Additionally, SearchMedia
operates a network of large-format light boxes in concourses of
eleven major subway lines in Shanghai.  SearchMedia's core outdoor
billboard and in-elevator platforms are complemented by its subway
advertising platform, which together enable it to provide a multi-
platform, "one-stop shop" services for its local, national and
international advertising clients.

The Company's balance sheet at March 31, 2010, showed
$93.30 million in total assets, $51.32 million in total
liabilities, and stockholders' equity of $41.98 million.

SearchMedia reported a net loss of $22.6 million on $37.7 million
of revenue for the fiscal year ended December 31, 2009, compared
to a net loss of $35.1 million on $41.7 million of revenue for
fiscal 2008.  The Company disclosed that its inability to generate
cash flows to meet its obligations due to the uncertainty of
achieving operating profitability on an annual basis and raising
required proceeds on reasonable terms, among other factors, raises
substantial doubt as to the Company's ability to continue as a
going concern.


SHERIDAN INVESTMENT: Moody's Assigns 'B2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a first time B2 Corporate
Family Rating to each of Sheridan Investment Partners I, LLC,
Sheridan Production Partners I-A, L.P., and Sheridan Production
Partners I-M, L.P.  The Probability of Default Rating and the
ratings outlook for each is B3 and stable, respectively.

In addition, Moody's assigned these ratings to each entity:

* Sheridan Investment Partners I, LLC - senior secured debt
  rating: B2; loss given default: LGD3, 34%

* Sheridan Production Partners I-A, L.P. - senior secured debt
  rating: B2; loss given default: LGD3, 34%

* Sheridan Production Partners I-M, L.P. - senior secured debt
  rating: B2; loss given default: LGD3, 31%

"The B2 CFR reflects Sheridan's low risk reserve base and strong
credit metrics relative to its peer companies," said Stuart
Miller, Moody's Vice President.  "The rating also considers the
short operating history, limited reserve growth potential, and the
complex organizational structure of Sheridan."

Sheridan's reserve base is very low-risk.  There is sufficient
production history for each of the properties so that decline
curve analysis can be used to estimate remaining proved producing
reserves and future production rates with a high degree of
certainty.  Sheridan's drilling locations are primarily infill and
down-spacing which allows it to report a high drilling success
rate and very low drill bit finding costs.  In addition, Sheridan
has relatively strong credit metrics for a company its size.  Debt
to proved developed reserves is low at $7.11 per BOE.  Based on
the last year of operations, Sheridan reported relatively low
finding and development costs of $11.22 per BOE, and good capital
productivity with a leveraged full-cycle ratio of 2.7X.  While
leverage measured by the ratio of debt to average daily production
is high for its rating category at $35,116 per BOE, this is offset
by the very long life of the Partnership's reserves.

Sheridan has a short operating history, having been formed in
2006.  It has a unusual organizational structure that was created
to address business and tax considerations of a diverse mix of
individual, corporate, and tax-exempt investors.  Moody's ratings
recognize the inter-dependence of the three issuers, including a
common borrowing base; however, certain structural elements
require evaluation of each entity separately and could result in
different ratings across the three partnerships in the future.
The more complex organizational structure and different investor
groups introduces uncertainty into when a default may occur, and
therefore the ultimate recovery for creditors may be affected
should an event of default occur.  The unusual structure also
limits its growth potential.  Sheridan originally had $1.3 billion
of equity commitments and has already invested $1.1 billion of
that amount.  Once the remaining equity commitment is called and
spent, Sheridan's priorities will likely shift from an acquire and
exploit strategy to a reserve liquidation and cash distribution
model.  Therefore, there is limited growth potential for Sheridan
beyond its current portfolio of properties.

Due to the limited growth prospects and expectations for a
relatively aggressive plan to distribute cash flow, a positive
rating action is unlikely in the future.  A negative rating action
could occur if Sheridan's leverage increases as a result of debt
financed acquisitions or if a ramp up in distributions to the
limited partners were to occur.


SPANSION INC: Patent Loss to Samsung Will Stand, ITC Says
---------------------------------------------------------
Spansion Inc.'s loss to Samsung Electronics Co. in a patent-
infringement case over flash-memory chips will stand, the U.S.
International Trade Commission said in a posting on its Web site,
William McQuillen at Bloomberg News reports.

According to the notice posted on the ITC Web site at the end of
November, the Commission instituted an investigation September 2,
2009, based on a complaint filed by Samsung Electronics Co. of
Korea.  The complaint alleges violations of section 337 of the
Tariff Act of 1930, as amended, 19 U.S.C. Sec. 1337, in the
importation into the United States, the sale for importation, and
the sale within the United States after importation of certain
flash memory and products containing same by reason of
infringement of certain claims of U.S. Patent Nos. 6,930,050 and
5,740,065.  The Commission's notice of investigation named
numerous respondents, including Spansion, Inc. and Spansion, LLC
of Sunnyvale, California.

On October 7, 2010, Samsung moved for summary determination that
the Spansion respondents have met the importation requirement of
19 U.S.C. Sec. 1337(a)(1)(B).  On October 15, 2010, Spansion
opposed the motion.  The Commission investigative attorney did not
file a response.

On November 3, 2010, the presiding administrative law judge issued
an initial determination, granting Samsung's motion for summary
determination that the Spansion respondents have met the
importation requirement in the investigation.  No petitions for
review were filed. The Commission has determined not to review the
subject ID.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

Spansion submitted its first plan of reorganization on October 26,
2009, and gained approval from the U.S. Bankruptcy Court on its
amended disclosure statement on December 22, 2009.  Spansion
received confirmation from the U.S. Bankruptcy Court for its plan
on April 16, 2010, and emerged from Chapter 11 protection May 10,
2010.

Spansion entered Chapter 11 reorganization with more than
$1.5 billion in debt.  Spansion emerged a well-capitalized company
with less than $480 million in debt and roughly $230 million in
cash, which is supplemented with an undrawn credit line of up to
$65 million.


STEWART & STEVENSON: S&P Gives Positive Outlook, Keeps 'B-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Stewart & Stevenson LLC to positive from stable and
affirmed the company's 'B-' corporate credit rating.

At the same time, S&P raised the senior unsecured debt rating to
'CCC+' from 'CCC' and revised the recovery rating to '5',
reflecting expectations for a modest recovery (10% to 30%) in a
payment default, from '6'.

"The positive outlook reflects the recovery in the North American
oilfield services market, the company's improving debt leverage
measures, and adequate liquidity," said Standard & Poor's credit
analyst Paul Harvey.

Demand for Stewart & Stevenson's equipment, particularly well
stimulation, has improved with the rig count, resulting in a
material increase in order backlog to about $340 million as of
Oct. 30, 2010, from $130 million on Oct. 31, 2009.  Additionally,
Stewart & Stevenson's key credit metrics have significantly
improved.  S&P expects adjusted debt to EBITDA to improve to
around 5.1x by year-end 2010 and to less than 4.5x for 2011.

The ratings on capital equipment provider Stewart & Stevenson
reflect the company's reliance on highly cyclical end markets,
particularly oilfield services demand from the exploration and
production industry, for a meaningful percentage of revenues and
cash flow.  Additionally, its relatively small scale and scope of
operations, and its thin margins combined with a highly leveraged
financial profile weigh on ratings.  Positive rating factors
include the company's low maintenance capital spending
requirements, adequate liquidity, its long-standing relationship
with original equipment manufacturers, and S&P's expectations for
better near-term financial performance because of much improved
market conditions.


TAYLOR BEAN: Selene Offers 36% of Face for Mortgage Loans
---------------------------------------------------------
The Honorable Jerry A. Funk put his stamp of approval on uniform
bidding and sale procedures concerning the proposed sale of
678 mortgage loans owned by Taylor, Bean & Whitaker Mortgage
Corp. having a collective unpaid principal balance of about
$87.2 million to Selene Finance LP for about $31.2 million.
Competing bids must be submitted by 12:00 noon, prevailing Eastern
time, on Jan. 14, 2011.  An auction will be held on Jan. 25, 2011,
at the offices of Troutman Sanders LLP in New York City.  A sale
hearing is scheduled for 9:30 a.m. on Jan. 28, 2011, in
Jacksonville, Fla., and objections, if any, must be filed and
served by Jan. 26, 2011.

Copies of documents (Docs. 2263 and 2343) relevant to this
transaction are available at http://www.bmcgroup.com/tbwmortgage/
at no charge.

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on August 24, 2009.  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq. -- singerman@bergersingerman.com -- and Arthur J.
Spector, Esq. -- aspector@bergersingerman.com -- at Berger
Singerman PA, in Miami, Fla., represent the Committee.  BMC Group,
Inc., serves as the claims and noticing agent.

Earlier this month, Judge Funk approved the Second Amended and
Restated Disclosure Statement with respect to the Second Amended
and Restated Joint Plan of Liquidation proposed by Taylor, Bean &
Whitaker Mortgage Corp., its debtor-affiliates, and the Official
Committee of Unsecured Creditors appointed in those chapter 11
cases.  Accordingly, the Debtors and the Committee may now solicit
creditors for their votes to accept the plan.  Ballots must be
cast by Jan. 12, 2011, and any objections to the plan of
liquidation must be filed and served by that date.  A confirmation
hearing will be held on Jan. 19, 2011, in Jacksonville, Fla.


TBS INTERNATIONAL: Lenders Extend Forbearance Until Jan. 31
-----------------------------------------------------------
TBS International plc on Monday disclosed that its various lender
groups have agreed to extend the current forbearance period until
January 31, 2011.  During such period, the lender groups will
continue to forbear from exercising their rights and remedies
which arise from the Company's failure to make principal payments
when due.  The Company will not make principal payments due on its
financing facilities during the extended forbearance period, but
it will continue to pay interest on those facilities at the
default interest rate.  The Company and its lenders continue to
negotiate amendments to its various financing facilities that will
change the current payment schedules and cure any existing
defaults, and TBS believes that appropriate amendments to its
various financing facilities will be executed prior to the
expiration of the deferral.

Pursuant to the extended forbearance agreements, the minimum cash
liquidity covenant applicable during the forbearance period
requires the Company's cash balance, as of the last business day
of any week or its weekly average, to be at least $15.0 million.

                    About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- is a fully-integrated transportation
service company that provides worldwide shipping solutions to a
diverse client base of industrial shippers.

As reported in the Troubled Company Reporter on March 19, 2010,
PricewaterhouseCoopers LLP, in New York, expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company believes it will not be in compliance with the
financial covenants under its credit facilities during 2010, which
under the agreements would make the debt callable.  "This has
created uncertainty regarding the Company's ability to fulfill its
financial commitments as they become due."


TOWNSENDS INC: DIP Financing & Cash Collateral Use Get Interim OK
-----------------------------------------------------------------
Townsends, Inc., et al., sought and obtained interim authorization
from the Hon. Christopher Sontchi of the U.S. Bankruptcy Court for
the District of Delaware to obtain first-priority secured post-
petition financing from a syndicate of lenders led by Wilmington
Trust Company as administrative agent, and to use the cash
collateral.

The DIP Lenders have committed to provide up to $$52 million.  The
DIP financing will consist of up to $12 million of new borrowings
with a roll-up of the $40 million prepetition revolver.  The Agent
will advance up to $47 million upon entry of the interim court
order.  A copy of the DIP term sheet is available for free at:

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

Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
explained that the Debtors need the money to fund their Chapter 11
case, pay suppliers and other parties.

The DIP loans will be repaid in full 90 days after the closing
date of the DIP advance under the interim court order, or until
March 29, 2011.  The agreement by the DIP Lenders to make any
postpetition financing available to the Debtors and to allow the
use of cash collateral will end on January 31, 2011, if the final
court order has not been entered by that date.

The Debtors will provide a variance report on a weekly basis each
Thursday covering the weekly period through the prior Sunday
reconciling actual expenditures during that week.  The Debtors
will also provide the Agent their proposed 13-week budget for
review and approval.

All proceeds of any assets conducted during the cases will be used
to repay the DIP loans first and to indefeasibly repay the
prepetition bank group lender debt.

The DIP facility will incur interest at LIBOR plus 6.7% with a
LIBOR floor of 2.5%.  In the event of default, the Debtors will
pay an additional 2% default interest.  The interest rate will be
payable monthly in cash in arrears on the last business day of
each calendar month.  Interest will be calculated on the basis of
the actual days elapsed in a year of 360 days.

The Debtors' obligations under the DIP facility are secured by all
of the Debtors' assets.

The DIP lien is subject to a $100,000 carve-out for U.S. Trustee
and Clerk of Court fees, fees payable to professional employed in
the Debtors' case, and fees of the committee in pursuing actions
challenging the DIP Lenders' lien.

The availability of the DIP facility will be condition upon
satisfaction of, among other things: reduction of board of
directors' fees to $40,000 per year for each board member,
with only independent board members to be entitled to the fees.
The DIP Lenders may immediately terminate the DIP Facility and
cancel their commitment upon the occurrence of any of these
events, among other things: (i) Dalton Edgecomb, as Chief
Restructuring Officer, no longer provides daily leadership to
the Debtors; (ii) resignation, suspension or termination of
David Purtle as Chief Operating Officer; (iii) resignation,
suspension or termination of George White as Chief Financial
Officer; (iv) resignation, suspension or termination of Michael
P. Schall as President of Sales and Marketing; (v) failure by
the Debtors to file by January 10, 2011, a motion to approve
bidding procedures, scheduling time for auction and requesting
time for sale approval hearing; (vi) failure by the Debtors to
deliver to the Agent and the required lenders a revised CIM and
updated Comprehensive Marketing List for the Debtors' Assets by
December 29, 2010; (vii) failure by the Debtors to obtain the
Court's approval for the employment of Huron Consulting Group a
nd Dalton Edgecomb as Chief Restructuring Officer by January 31,
2011; and (viii) failure by the Debtors to obtain the Court's
approval for the bidding procedures, scheduling auction and obtain
sale hearing date by January 23, 2011.

The Debtors are required to pay these fees to the Agent,
including: (i) a facility fee equal to 1.5% of the $12 million in
new money commitments under the DIP facility; and (ii) an
administration fee of $5,000 per month.

Cash Collateral Use

The Debtors are also allowed to use the cash collateral of
existing secured lenders.

As of the Petition Date, the Debtors are indebted in the principal
amount of at least $72,678,079.91, plus accrued and unpaid
interest thereon and fees, costs and expenses arising under a
certain loan and security agreement dated as of April 25, 2007
among the Debtors, Wilmington Trust as administrative agent and
facility agent, and the lenders.

As of the Petition Date, the Debtors are indebted to the
noteholders in the principal amount of at least $8,250,000, plus
accrued and unpaid interest thereon and fees, costs and expenses,
arising under that certain amended and restated note purchase
agreement dated as of June 13, 2005, as amended from time to time.
John Hancock Life Insurance Company (U.S.A.) is the noteholder
agent.

In exchange for the use of cash collateral, the Debtors will grant
the prepetition bank group agent postpetition replacement security
interests in and liens on all of the revolving loan collateral.
To the extent of any diminution in value in the cash collateral,
the Debtors will also grant the prepetition bank group agent a
superpriority administrative claim that will have priority over
all administrative and unsecured claims against the Debtors and
their estates.

The prepetition bank group agent will be entitled to receive
monthly payments of cash-pay interest of accrued, unpaid
postpetition interest on the prepetition bank group lender debt,
which for purpose of clarification will mean the Revolving Line of
Credit Loan, the Term A Loan and the Term B Loan.

The Debtors will grant, as adequate protection, postpetition
replacement liens to the noteholders.  The noteholders are
granted, to the extent of any diminution in value of the cash
collateral, a superpriority administrative claim that will have
priority over all administrative expense claims and unsecured
claims against the Debtors and their estates.

The noteholders will receive monthly payments of cash-pay interest
of accrued, unpaid postpetition interest on mortgage notes at the
non-default rate of interest.

Final Hearing

The Court has set a final hearing for January 13, 2011, at
10:00 a.m. (Eastern Time) on the Debtors' request to obtain DIP
financing and use cash collateral.

                          About Townsends

Georgetown, Delaware-based Townsends, Inc. -- fka Townsend
Speciality Foods -- filed for Chapter 11 bankruptcy protection on
December 19, 2010 (Bankr. D. Del. Case No. 10-14092).

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 bankruptcy cases are jointly administered, with Townsends,
Inc., as the lead case.

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 & Company, Inc., is the Debtors' claims, noticing
and balloting agent.

In its Chapter 11 petition, Townsends, Inc., estimated assets of
$10 million to $50 million and debts of $50 million to
$100 million.

As of December 5, 2010, the Debtors disclosed $131 million in
total assets and $127 million in total debts.


TOWNSENDS INC: Gets Court OK to Hire Donlin Recano as Claims Agent
------------------------------------------------------------------
Townsends, Inc., et al., sought and obtained authorization from
the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware to employ Donlin, Recano & Company, Inc.,
as claims, noticing and balloting agent.

Donlin Recano will, among other things:

     (a) notify all potential creditors of the filing of the
         Debtors' bankruptcy petitions and of the setting of the
         first meeting of creditors;

     (b) maintain an official copy of the Debtors' schedules of
         assets and liabilities and statement of financial affairs
         listing the Debtors' known creditors and the amounts owed
         thereto;

     (c) furnish a notice of the last day for the filing of proofs
         of claim and a form for the filing of a proof of claim,
         after notice and form are approved by this Court; and

     (d) docket all claims received, maintain the official claims
         registers for each of the Debtors on behalf of the Clerk,
         and provide the Clerk with certified duplicate unofficial
         Claims Registers on a monthly basis, unless otherwise
         directed.

Donlin Recano will be paid based on these rates:

         Senior Bankruptcy Consultant             $250
         Case Manager                          $180-$225
         Technology/Programming Consultant     $115-$195
         Senior Analyst                        $115-$175
         Jr. Analyst                            $70-$110
         Clerical                               $40-$65

A copy of Donlin Recano's standard claims administration and
noticing agreement with the Debtor is available for free at:

Louis A. Recano, Donlin Recano's CEO, assures the Court that the
firm is a "disinterested person" as that term defined in Section
101(14) of the Bankruptcy Code.

Georgetown, Delaware-based Townsends, Inc. -- fka Townsend
Speciality Foods -- filed for Chapter 11 bankruptcy protection on
December 19, 2010 (Bankr. D. Del. Case No. 10-14092).

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 bankruptcy cases are jointly administered, with Townsends,
Inc., as the lead case.

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.

In its Chapter 11 petition, Townsends, Inc., estimated assets of
$10 million to $50 million and debts of $50 million to
$100 million.

As of December 5, 2010, the Debtors disclosed $131 million in
total assets and $127 million in total debts.


TOWNSENDS INC: Taps Morris Nichols as Bankruptcy Counsel
--------------------------------------------------------
Townsends, Inc., et al., ask for authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Morris,
Nichols, Arsht and Tunnell LLP as Delaware bankruptcy counsel,
nunc pro tunc to the Petition Date.

Morris Nichols will, among other things:

     a. assist the Debtors with respect to employee matters;

     b. attend meetings and negotiate with representatives of
        creditors and other parties in interest and advise and
        consult on the conduct of the Chapter 11 cases, including
        all of the legal and administrative requirements of
        operating in Chapter 11;

     c. review and prepare motions, administrative and procedural
        applications, answers, orders, repots and papers necessary
        to the administration of the estates; and

     d. negotiate and prepare a plan of reorganization, disclosure
        statement and all related agreements and documents and
        take any necessary action to obtain confirmation of the
        plan.

Morris Nichols will be paid based on these rates:

        Partners                       $475-$750
        Associates                     $270-$470
        Paraprofessionals              $195-$250
        Case Clerks                       $130

Derek C. Abbott, Esq., a partner at Morris Nichols, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Georgetown, Delaware-based Townsends, Inc. -- fka Townsend
Speciality Foods -- filed for Chapter 11 bankruptcy protection on
December 19, 2010 (Bankr. D. Del. Case No. 10-14092).

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 bankruptcy cases are jointly administered, with Townsends,
Inc., as the lead case.

McKenna Long & Aldridge LLP serves as the Debtors' special
counsel.

Donlin Recano is the Debtors' claims agent.

In its Chapter 11 petition, Townsends, Inc., estimated assets of
$10 million to $50 million and debts of $50 million to
$100 million.

As of December 5, 2010, the Debtors disclosed $131 million in
total assets and $127 million in total debts.


TRUE NORTH FINANCE: Withdraws Form S-1 Registration Statement
-------------------------------------------------------------
Pursuant to Rule 477 of the Securities Act of 1933, as amended,
True North Finance Corporation requests that the Securities and
Exchange Commission consent to the withdrawal, effective as of
December 15, 2010 or at the earliest practicable date hereafter,
of the Company's Registration Statement on Form S-1, File No. 333-
163284, which was originally filed on November 23, 2009, Amendment
No. 1 on January 4, 2010, and Amendment No. 2 on January 21, 2010.

Due to the length of time the registration process has taken, with
related costs and expenses, and the directors being required to
loan the company funds which they are no longer able to do, the
directors have determined it would be in the Company's best
interests to withdraw the Registration Statement given the lack of
available funding.  The Company believes that withdrawal of the
Registration Statement is consistent with the public interest and
the protection of investors, as contemplated by Rule 477(a) under
the Securities Act.

                         About True North

True North Finance Corporation -- http://www.truenorthfinance.com/
-- was formerly known as CS Financing Corporation.  On June 22,
2009, CS Financing Corporation changed its name to True North
Finance Corp.  The Company is primarily a real estate lending
company.

CS Fund General Partner, LLC, became a wholly owned subsidiary of
True North Finance Corporation pursuant to a merger on June 30,
2009.  Although CS Fund General Partner, LLC, was considered the
acquiring entity for accounting purposes, the Merger was
structured so that CS Fund General Partner, LLC, became a wholly
owned subsidiary of True North Finance Corporation.

The Company's balance sheet at June 30, 2010, showed $7.3 million
in total assets, $21.1 million in total liabilities, and a
stockholders' deficit of $13.8 million.

As reported in the Troubled Company Reporter on June 2, 2010,
L.L. Bradford & Company, LLC, in Las Vegas, expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for the year
ended December 31, 2009.  The independent auditors noted that the
Company has incurred recurring losses and its current liabilities
exceed its current assets.


TWAIN CONDOMINIUMS: Section 341(a) Meeting Scheduled for Jan. 20
----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Twain
Condominiums, LLC's creditors on January 20, 2011, at 2:00 p.m.
The meeting will be held at 300 Las Vegas Boulevard, South, Room
1500, Las Vegas, NV 89101.

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

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

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 December 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.


U.S. CONCRETE: Warrants Freely Tradable by Holders
--------------------------------------------------
U.S. Concrete, Inc. provided clarification regarding the ability
to trade the Company's Class A and Class B warrants.  As stated in
Section 41(e) of the Order Confirming the Joint Plan of
Reorganization of U.S. Concrete, Inc.:

"[p]ursuant to section 1145 of the Bankruptcy Code, the offering,
issuance, and distribution of the . . . New Warrants and New
Equity deliverable upon exercise of the New Warrants . . . shall
be exempt, to the maximum extent permitted by law, from, among
other things, the registration requirements of Section 5 of the
Securities Act and any other applicable law requiring registration
prior to the offering, issuance, distribution, or sale of
Securities.  In addition, under section 1145 of the Bankruptcy
Code, the . . . New Warrants shall be freely tradable in the U.S.
by recipients thereof, subject to the provisions of section
1145(b)(1) of the Bankruptcy Code relating to the definition of an
underwriter in section 2(a)(11) of the Securities Act, and
compliance with applicable securities laws and any rules and
regulations of the Securities and Exchange Commission, if any,
applicable at the time of any future transfer of such Securities
or instruments and subject to any restrictions in the New
Organizational Documents."

Therefore, both classes of warrants are freely tradable by holders
who are not affiliates of the Company without the need for
registration of any sale transactions by the Company with the
Securities and Exchange Commission.

                       About U.S. Concrete

Houston, Texas-based U.S. Concrete, Inc. --
http://www.us-concrete.com/-- is a major producer of ready-mixed
concrete, precast concrete products and concrete-related products
in select markets in the United States.  The Company has 125 fixed
and 11 portable ready-mixed concrete plants, seven precast
concrete plants and seven producing aggregates facilities.

The Company filed for Chapter 11 bankruptcy protection on
April 29, 2010 (Bankr. D. Del. Case No. 10-11407).  Patrick J.
Nash Jr., Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis
LLP, assist the Company in its restructuring effort as bankruptcy
counsel.  James E. O'Neill, Esq., Laura Davis Jones, Esq., and
Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, is
the Company's co-counsel.  Epiq Bankruptcy Solutions is the
Company's claims agent.

The Company scheduled assets of $389,160,000 and debts of
$399,351,000 as of the Petition Date.

The Debtor's affiliates, Alberta Investments, Inc., et al., filed
separate Chapter 11 petitions on April 29, 2010.

The Company's balance sheet as of June 30, 2010, showed
$403.2 million in total assets, $451.7 million in total
liabilities, and a stockholders' deficit of $48.5 million.

As reported in the Troubled Company Reporter on August 2, 2010,
the Bankruptcy Court has confirmed the Company's Plan of
Reorganization.  As previously announced, the Company's Plan
provides for the conversion of approximately $285 million of
principal amount of 8.375% Senior Subordinated Notes due 2014 into
equity of the reorganized company.  Trade creditors are currently
being paid in full in the ordinary course and are unaffected by
the restructuring.

On August 31, 2010, the Debtors consummated their reorganization
under the Bankruptcy Code and the Plan became effective.


VICTOR VALLEY: Court Enters Order Approving Sale of Company to VHA
------------------------------------------------------------------
As reported in the Troubled Company Reporter on November 12, 2010,
the U.S. Bankruptcy Court for the Central District of California
approved the sale of substantially all the assets of the Victor
Valley Community Hospital to Victor Valley Hospital Acquisition,
Inc., and Victor Valley Hospital Real Estate LLC (the
"Purchasers") for $37 million.

On December 3, 2010, the Bankruptcy Court entered its order
approving the sale, free and clear of liens, claims, encumbrances
and interests, to the purchasers.

A complete text of the sale order is available for free at:

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

Victor Valley Community Hospital -- http://www.vvch.org/--
operates a 101 acute care bed facility in Victor Valley, in
Southern California.

Victor Valley Community Hospital filed for Chapter 11 protection
on September 13, 2010 (Bankr. C.D. Calif. Case No. 10-39537
The Debtor estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.  Debt includes
$4.5 million owed to the bank lender.  Unsecured creditors are
owed $16.5 million. Mary D. Lane, Esq., Samuel R. Maizel, Esq.,
and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl & Jones
LLP.


VILICA LLC: Section 341(a) Meeting Scheduled for Jan. 12
--------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Vilica,
LLC's creditors on January 12, 2011, at 9:30 a.m.  The meeting
will be held at the Office of The United States Trustee, 280 South
First Street, Room 268, San Jose, CA 95113.

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

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

Santa Cruz, California-based Vilica, LLC, filed for Chapter 11
bankruptcy protection on December 13, 2010 (Bankr. N.D. Calif.
Case No. 10-62728).  Stephen T. Davies, Esq., at Turner Litigation
Services, serves as the Debtor's bankruptcy counsel.  According to
its schedules, the Debtor disclosed $12,757,273 in total assets
and $4,245,843 in total debts at the Petition Date.


VULCAN ENERGY: S&P Retains 'BB' Rating on $280 Mil. Senior Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the recovery rating on
Vulcan Energy Corp.'s $280 million senior secured term loan to '3'
from '4', indicating S&P's expectation of meaningful (50%-70%)
recovery in the event of a payment default.  The 'BB' rating on
the term remains unchanged.

The revision reflects a shift in S&P's EBITDA multiple to 7x which
is consistent with the multiple we've applied to many midstream
assets.  Vulcan Energy Corp.'s sole assets are 50.1% of the
general partner interest and 9.1% of the limited partnership
interest of Plains All American Pipeline L.P. (BBB-/Stable/--).
The 'BB' corporate credit rating on Vulcan is two notches below
that of Plains.

                           Ratings List

                       Vulcan Energy Corp.

         Corporate credit rating           BB/Stable/--


                         Rating Affirmed

              $280M term loan                   BB


       Rating Revised                    To           From
       --------------                    --           ----
       $280M term loan recovery rating   3            4


WECK CORP: Has Until March 11 to File Chapter 11 Plan
-----------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has extended The Weck Corporation's exclusive period to
file a plan until March 11, 2011, and its exclusive period to
solicit acceptances of that plan to May 10, 2011.

Headquartered in New York, The Weck Corporation operated, until
the sale of Gracious Home to American Retail Flagship Fund, LLC,
effective December 3, 2010, a housewares and home furnishings
business at six retail store locations, utilizing seven store
leases, a warehouse lease and an office lease, and an internet-
based business, all under the name Gracious Home.  Gracious Home
offers a wide range of customized products and services, including
personal shopping, corporate and bridal gifts, decorative
hardware, lighting and plumbing, key making, knife sharpening,
lamp re-wiring, vacuum repairs, custom window treatments and
stationary.

The Weck Corporation filed for Chapter 11 bankruptcy protection on
August 13, 2010 (Bankr. S.D.N.Y. Case No. 10-14349).  Mark T.
Power, Esq., at Hahn & Hessen LLP, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million as of the Petition Date.

Affiliates Weck Chelsea, LLC (Bankr. S.D.N.Y. Case No. 10-14353),
Gracious Home.com, LLC (Bankr. S.D.N.Y. Case No. 10-14351), and
West Weck, LLC (Bankr. S.D.N.Y. Case No. 10-14350) filed separate
Chapter 11 petitions on August 13, 2010.


WHITNEY HOLDING: S&P Puts 'BB/B' Rating on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BB/B'
counterparty credit rating on Whitney Holding Corp. and its
'BB+/B' counterparty credit rating on Whitney's primary banking
subsidiary, Whitney National Bank, on CreditWatch with positive
implications.

The CreditWatch action follows Whitney's announcement that it
has entered into a definitive agreement to merge into Hancock
Holding Co. (not rated) in a stock-for-stock transaction.  In
this $1.5 billion transaction, Whitney will merge all of its
assets and liabilities into Hancock.  Following the merger,
Hancock expects to raise approximately $200 million of common
equity to bolster capital and repay Whitney's $300 million in
Troubled Asset Relief Program preferred shares at par plus accrued
interest -- with full repayment to the U.S. Treasury immediately
at closing.

The combined entity will increase Hancock's $8.2 billion asset
profile to about $20 billion with a concentrated presence across
the I-10 corridor from Jacksonville, Fla. into eastern Texas with
an additional concentration in Orlando.  Following the merger, the
company expects to retain a tangible common equity-to-tangible
assets ratio of more than 8% after restructuring charges and the
common equity raise.

S&P expects the transaction, which has been approved by the
Whitney and Hancock boards of directors, to close in second-
quarter 2011.  The completion of the transaction is subject to
regulatory approval and approval by the companies' shareholders.
Whitney is currently operating under an informal agreement that
requires it to maintain higher capital levels than normal among
other risk-management process and procedure requirements.  "S&P
believes regulatory approval would validate S&P's assumption that
merging the two entities would demonstrate sufficient capital
adequacy for the combined company," said Standard & Poor's credit
analyst Dan Teclaw.

S&P thinks that Whitney's business franchise makes the company an
appealing merger partner for Hancock to consolidate strength in
largely overlapping footprints.  However, S&P believes that
Whitney's prolonged credit-quality struggles in the construction
and commercial real estate portfolios have weakened its financial
profile substantially.  Concurrent with its third-quarter earnings
release, Whitney announced problem loan sales of $180 million for
the fourth quarter, plus a reclassification of up to another
$100 million in problem loans to held for sale.  These actions
were sufficient to reduce the volume of problem loans materially
and return asset-quality metrics to more normalized levels.  The
cleaner balance sheet (although material execution risk still
exists in the HFS book) enables the merger to occur without
significant problem-asset uncertainty and without regulatory
assistance.

S&P would expect the prospective merger to help Whitney's credit
quality given the strength of the merger partner, the pro-forma
capital levels, and repayment of Whitney's TARP.  S&P will
evaluate the ultimate business and financial profiles of the
combined entity to update the rating on the company and its
respective subsidiaries when the acquisition is complete,
depending on the final legal structure.  In addition, S&P will
monitor the progress and size of the capital raise.  In the
unlikely event that the acquisition is not completed or capital is
not raised, S&P would likely place S&P's ratings on legacy Whitney
on CreditWatch with negative implications to further review the
company's operating and financial performance and strategic plans.


W.R. GRACE: Judge to Issue Ruling on Plan Confirmation in January
-----------------------------------------------------------------
W. R. Grace & Co. said December 28 that at a recent status
conference on its Joint Plan of Reorganization Judge Judith K.
Fitzgerald indicated she expected to issue a ruling on
confirmation in January 2011.  At an earlier hearing, she said she
was hoping to issue the ruling prior to year end.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Bailed-Out Banks Slip Toward Failure, ABI Reports
---------------------------------------------------
American Bankruptcy Institute reports that nearly 100 U.S. banks
that got bailout funds from the federal government show signs they
are in jeopardy of failing.


* Credit Suisse Sells Loan Portfolio to Apollo at Steep Discount
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Credit Suisse
Group is selling a $2.8 billion portfolio of soured commercial-
property loans to Apollo Management LP for $1.2 billion, marking
one of the largest bank sales of distressed real-estate loans
since the downturn.


* Neuberger Berman Founder Dies at 107
--------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Roy Neuberger, a
founder of money management firm Neuberger Berman, died over the
long holiday weekend at age 107.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Jan. 26-28, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Distressed Investing Conference
        Aria Las Vegas
           Contact: http://www.turnaround.org/

Jan. 27-28, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colo.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 3-5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Caribbean Insolvency Symposium
        Westin Casuarina Resort & Spa, Grand Cayman Island
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 24-25, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 4, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Hyatt Regency Century Plaza, Los Angeles, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 7-9, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        Duberstein U.S. Courthouse, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - Florida
        Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     SUCL/ Alexander L. Paskay Seminar on
     Bankruptcy Law and Practice
        Marriott Tampa Waterside, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 17-19, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Byrne Judicial Clerkship Institute
        Pepperdine University School of Law, Malibu, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 27-29, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott, Chicago, IL
           Contact: http://www.turnaround.org/

May 5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - New York City
        Association of the Bar of the City of New York,
        New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        Hilton New York, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Dec. 13, 2010



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***