TCR_Public/101105.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, November 5, 2010, Vol. 14, No. 307

                            Headlines

ACCENTIA BIOPHARMA: Bankruptcy Court Enters Confirmation Order
ACTIVANT SOLUTIONS: Moody's Affirms 'B2' Corporate Family Rating
AEP-P INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors
AFFINITY GROUP INC: Posts $1.76MM Net Income in Sept. 30 Quarter
AFFINITY GROUP HOLDING: Posts $1.11MM Net Loss in Sept. 30 Qtr.

AGRI-BEST HOLDINGS: Seeks Court OK to Sell 200,000 Pounds of Meat
ALLEGIANCE HAWKS: Case Summary & 20 Largest Unsecured Creditors
AMERICAN AXLE: Reports $38 Million Net Income for 3rd Qtr. 2010
AMERICAN INT'L: Over-Allotment Option for AIA Shares Exercised
AMERICANWEST BANCORP: Taps Morrison & Foerster as Special Counsel

AMERICANWEST BANCORP: Taps Sandler O'Neill as Financial Advisor
ANTHONY SCHOTT: Voluntary Chapter 11 Case Summary
ARCHANGEL DIAMOND: Suit v. Lukoil Goes to District Court
ARLAN HANSON: Case Summary & 20 Largest Unsecured Creditors
ASARCO LLC: District Judge Affirms Order on Reimbursement

ASARCO LLC: Kelly Camp Site Settlement Has No Objections
ASARCO LLC: Sidley Austin Seeks Reconsideration of Fee Request
AVP PRO BEACH: Has $500,000 DIP Loan From RJSM Partners
AVP PRO BEACH: Selling Assets in Chapter 11
BCAC LLC: Plan Confirmation Hearing Continued Until November 9

BLOCKBUSTER INC: Affiliates File Statements & Schedules
BLOCKBUSTER INC: Creditors Committee Proposes Cooley as Counsel
BUILDERS FIRSTSOURCE: Incurs $20.47MM Net Loss in Third Quarter
CALYPTE BIOMEDICAL: Posts $571,000 Net Loss in June 30 Quarter
CACI INTERNATIONAL: Moody's Will Withdraw Ba2 Corp. Family Rating

CALFRAC HOLDINGS: Moody's Assigns 'B2' Rating to Senior Notes
CARPENTER CONTRACTORS: Gets Interim Nod to Use Cash Collateral
CATHOLIC CHURCH: Asks for Jan. 26 Extension of Removal Period
CATHOLIC CHURCH: Committee Wants Morgan Lewis as Special Counsel
CATHOLIC CHURCH: Hearing on Wilmington Plan Outline on Dec. 6

CHEMTURA CORP: Chapter 11 Plan Can Go Effective Monday
CHINA HEALTH: Kenneth Lee Resigns as Chief Executive Officer
CIRCUIT CITY: Chapter 11 Plan of Liquidation Effective
CITADEL BROADCASTING: To Rescind Restricted Stock Awards
CLOVERLEAF ENTERPRISES: Can't Bring Breach of Contract Claim

COMMERCE COMMONS: Files for Chapter 11 in Las Vegas
CONSPIRACY ENTERTAINMENT: Sells $210,000 Notes and Warrants
COUNTRYWIDE FIN'L: Analyst Note Suggests Bankruptcy Filing
CSG SYSTEMS: Moody's Assigns 'Ba3' Corporate Family Rating
CSG SYSTEMS: S&P Assigns 'BB' Corporate Credit Rating

DMA 2920: Voluntary Chapter 11 Case Summary
DMA SPRING: Voluntary Chapter 11 Case Summary
EAGLE INDUSTRIES: Section 341(a) Meeting Scheduled for Dec. 3
EAGLE INDUSTRIES: Taps Seiller Waterman as Bankruptcy Counsel
EMPIRE HOLDINGS: Section 341(a) Meeting Scheduled for Dec. 1

EMPIRE HOLDINGS: Taps Meridian Law as Bankruptcy Counsel
EMPIRE TOWERS: Section 341(a) Meeting Scheduled for Dec. 1
EMPIRE TOWERS: Taps Meridian Law as Bankruptcy Counsel
ENERGYCONNECT GROUP: Board Adopts Amendments to Bylaws
ENERGY FUTURE: Posts $2.9 Billion Net Loss in 3rd Quarter 2010

ENRON CORP: Investors Say Securities Markets at Stake
ESA ENVIRONMENTAL: Chapter 7 Trustee Can't Recoup Hanover Funds
FANNIE MAE: Terminate Ties With Florida Law Firm
FANNIE MAE: S&P Says Fixing Fannie, Freddie Could Cost $700-Bil.
FATHER & SONS: Voluntary Chapter 11 Case Summary

FOUNTAIN VILLAGE: Plan Confirmation Hearing Set for November 29
FRASER PAPERS: Signs Agreement to Sell New Hampshire Paper Mill
FREDDIE MAC: Terminate Ties With Florida Law Firm
FREDDIE MAC: S&P Says Fixing Fannie, Freddie Could Cost $700-Bil.
FX LUXURY: Slated for Nov. 8 Plan Confirmation

FX REAL ESTATE: Posts $11.4 Million Net Loss in Q3 2010
GAMETECH INT'L: Timoth Minard Resigns as President of Sales
GALP GRAYRIDGE: Case Summary & 20 Largest Unsecured Creditors
GAS CITY: Can Use Bank of America's Cash Collateral Until Nov. 9
GAS CITY: Wants to Obtain DIP Financing From Bank of America

GENERAL MOTORS: Execs Can Use Chartered Jets for IPO Sale
GLOBAL ENERGY: Plan of Reorganization Wins Court Approval
GLOBAL TEL*LINK: Recapitalization Won't Affect Moody's Ratings
GREEN ENDEAVORS: Posts $87,900 Net Loss in September 30 Quarter
GULFSTREAM INT'L: Files for Chapter 11 in Florida

HALCYON HOLDING: Judge Allows but Cuts Co-Executives' Pay
HARBINGER GROUP: Moody's Assigns 'B3' Corporate Family Rating
HAWKER BEECHRAFT: To Launch Cost Reduction Program
HELLER EHRMAN: Former Attorney's Claim Denied Priority Status
IAG LLC: Case Summary & Largest Unsecured Creditor

INDIANAPOLIS DOWNS: Missed Payment Cues S&P's Rating Cut to 'D'
INNKEEPERS USA: Lenders Oppose Paying Fried Frank Lawyers
INNKEEPERS USA: Midland Loan Wants Exclusivity Terminated
INTERPUBLIC GROUP: S&P Gives Positive Outlook, Affirms 'BB' Rating
JASON PAN: Voluntary Chapter 11 Case Summary

JOSEPH LOOMIS: Creditor Fails in Bid to Enforce Settlement
LANDRETH LUMBER: Payments to MRH "in the Ordinary Course"
LEAP WIRELESS: Moody's Gives Negative Outlook; Keeps 'B2' Rating
LEAP WIRELESS: S&P Affirms 'B-' Corporate Credit Rating
LENNAR CORP: Said to Raise $800MM for Distressed Real Estate Unit

LITHIUM TECHNOLOGY: Closes Private Sale of 83.3 Million Shares
LOEHMANN'S CAPITAL: Moody's Downgrades Default Rating to 'Ca/LD'
LODE HOLTSLAG: Voluntary Chapter 11 Case Summary
MACCO PROPERTIES: Case Summary & 12 Largest Unsecured Creditors
MAJESTIC STAR: Files Schedules of Assets and Liabilities

MANSIONS AT HASTINGS: Has Preliminary OK to Use Cash Collateral
MANSIONS AT HASTINGS: Has OK to Use Wells Fargo Cash Collateral
MASSOUD BASTANKHAH: Case Summary & 15 Largest Unsecured Creditors
MESA AIR: Disclosure Statement Hearing Adjourned to Nov. 18
MESA AIR: Objects to US Bank Admin. Claims for Aircraft Leases

MESA AIR: Proposes to Assume USAir Code-Share Agreement
METRO-GOLDWYN-MAYER: Receives Court Approval of First Day Motions
METRO-GOLDWYN-MAYER: Wants 60 Days Extension for Schedules
MGM RESORTS: Not Part of, Affected by, MGM Studios' Woes
MONEYGRAM INT'L: Posts $10 Million Net Income for 3rd Qtr. 2010

MOO TOWN: Section 341(a) Meeting Scheduled for Dec. 3
MOO TOWN: Taps Demarco-Mitchell as Bankruptcy Counsel
MOO TOWN: Gets Court's Interim Nod to Use Cash Collateral
MOONLIGHT BASIN: Plan Exclusivity Period Extended to May 16
NATIONAL CENTURY: UAT Files Report for September 30 Qtr.

NATIONAL CENTURY: VI/XII Trust Files Report for Sept. 30 Qtr.
NCL CORPORATION: S&P Assigns 'B' Rating to $200 Mil. Notes
NETWORK COMMUNICATIONS: Lenders Extend Forbearance Until Nov. 30
NORFOLK CEI: Case Summary & Largest Unsecured Creditor
NORTH AMERICAN PETROLEUM: Petroflow Energy Files Schedules

NOWELL DILLE: Case Summary & 20 Largest Unsecured Creditors
OM FINANCIAL: Moody's Cuts Insurance Strength Rating to 'Ba1'
OPTI CANADA: Posts US$46 Million Net Loss in Third Quarter
PAHRUMP 37.65: Case Summary & Largest Unsecured Creditor
PAJAAMCO FAMILY: Can Sell Leasehold Estate in Condominum Apt. 4129

PENN TRAFFIC: Bankruptcy Court Confirms Ch. 11 Liquidating Plan
PRMC, INC.: Voluntary Chapter 11 Case Summary
PRUDENTIAL FINANCIAL: Fitch Lifts Subordinated Debt Rating
QUICKEL BUILDING: Case Summary & 4 Largest Unsecured Creditors
RCC NORTH: Plan Confirmation Hearing Scheduled for December 7

RCC NORTH: Wants Exclusive Solicitation Period Extended to Dec. 11
REDDY ICE: DOJ Won't Take Action in Antitrust Investigation
RENE COUMANS: Section 341(a) Meeting Scheduled for Dec. 3
REOSTAR ENERGY: Voluntary Chapter 11 Case Summary
REOSTAR LEASING: Voluntary Chapter 11 Case Summary

REVLON CONSUMER: Posts $14.2 Million Net Income in Sept. 30 Qtr.
RICHARD MEYER: Case Summary & 4 Largest Unsecured Creditors
ROBERT FERRANTI: Case Summary & 19 Largest Unsecured Creditors
ROTHSTEIN ROSENFELDT: Accounting Firm Settles Malpractice Suit
SAFE INSTALLATION: Case Summary & 20 Largest Unsecured Creditors

SEA ISLAND: Court Confirms Plan to Sell Substantially All Assets
SEARCHMEDIA HOLDINGS: Posts $22.6 Million Net Loss in 2009
SENSATA TECHNOLOGIES: To Buy Honeywell's Sensors Biz. for $140MM
SENTINEL MANAGEMENT: Bank of New York Beats Suit by Trustee
SIX FLAGS: S&P Raises Corporate Credit Rating to 'B+'

SOUEIDAN CAR: Case Summary & 10 Largest Unsecured Creditors
SPANISH POINT: Voluntary Chapter 11 Case Summary
SPANSION INC: S&P Affirms 'B' Corporate Credit Rating
SPORTS AUTHORITY: S&P Assigns 'B-' Rating to $300 Mil. Notes
STEVE'S EXCAVATING: Case Summary & 20 Largest Unsecured Creditors

STILLWATER MINING: Posts $5.9 Mil. Net Profit in Third Quarter
STOREHOUSE INC: Court Rejects Teyssier's WARN, Sick Leave Claims
SYNERGISTIC ENTERPRISES: Voluntary Chapter 11 Case Summary
TELETOUCH COMMUNICATIONS: Shareholders Elect 5 Directors
TENAX MANAGEMENT: Voluntary Chapter 11 Case Summary

THOMAS SCHULTHEIS: To Pay Creditors from Sale Proceeds
T.M. GRYPHON: Case Summary & 15 Largest Unsecured Creditors
TRUMAN FEAR: Case Summary & 20 Largest Unsecured Creditors
TWIN WIND: Case Summary & 17 Largest Unsecured Creditors
UCI INTERNATIONAL: Post $4.37 Million Net Income in Sept. 30 Qtr.

UNITED WESTERN: Lovell & Oak Hill Agree to Equity Investment
UNITRIN INC: Fitch Puts Issuer Default Rating to Positive Watch
UNIVERSITY VILLAGE: Case Summary & Largest Unsecured Creditor
USG CORP: Has $100 Million Net Loss in Third Quarter
VERTELLUS SPECIALTIES: S&P Assigns 'B' Corporate Credit Rating

WILDWING DEVELOPMENT: Court Orders Dismissal of Chapter 11 Case
WORKFLOW MANAGEMENT: Chapter 11 Filing Cues S&P to Withdraw Rating
XM SATELLITE: Closes $700 Million Senior Notes Offering

* Study Finds Private-Equity Involvement Doesn't Hurt Recoveries
* Atty. Malfitano Leads Hilco Trading's Factory Sales

* BOOK REVIEW: Harvest Moon - Portrait of a Nursing Home

                            *********

ACCENTIA BIOPHARMA: Bankruptcy Court Enters Confirmation Order
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Tampa Division, held a hearing on October 27, 2010, to consider
confirmation of Accentia BioPharmaceuticals, Inc., and its
subsidiaries' First Amended Joint Plan of Reorganization.

On November 2, 2010, the Bankruptcy Court entered its order
confirming the Plan of Reorganization.  In connection with the
confirmation hearing all creditor classes deemed "impaired"
pursuant to the Bankruptcy Code voted to support the Plan.

The Plan provides for, among other things, a restructuring of
prepetition debt, as follows: (i) approximately $33.1 million of
secured indebtedness outstanding under the Company's prepetition
debt instruments; (ii) approximately $26.2 million of unsecured
indebtedness outstanding under the Company's prepetition debt
instruments through either issuance of a new interest bearing
unsecured note or conversion into the Company's common stock; and
(iii) approximately $9.0 million in general unsecured indebtedness
through either issuance of a new 40-month interest bearing
unsecured note or conversion into the Company's common stock.  All
outstanding shares of the Company's common stock will remain
issued and outstanding at and after the Effective Date.

                        Capital Structure

As of the effectiveness of the Plan, the Company's Amended and
Restated Certificate of Incorporation will authorize the Company
to issue up to 150,000,000 shares of preferred stock and up to
300,000,000 shares of Common Stock, and each share of Company
common stock outstanding immediately before the effectiveness of
the Plan will, under the terms of the Plan, remain outstanding
after effectiveness.  The Plan provides for the issuance of shares
of common stock in connection with the completion of the Plan, at
the election of certain classes of creditors.  No preferred stock
is to be issued in connection with the Plan.

Upon the Effective Date, the Company's capital structure would
consist of the following:

  Common Stock (Par value $0.001)
    Issued and Outstanding:              59,548,208 shares
  Common Stock Reserved for Issuance
    to Creditors Pursuant to Plan:       46,763,106 Shares  

A complete text of the First Amended Joint Plan of Reorganization
is available for free at:

                 http://researcharchives.com/t/s?6d75

A complete text of the First Modification to the Debtors' First
Amended Joint Plan of Reorganization is available for free at:

                 http://researcharchives.com/t/s?6d76

A complete text of the Confirmation Order is available at:

                 http://researcharchives.com/t/s?6d77

                About Accentia BioPharmaceuticals

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The Company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the Company acquired the majority ownership interest
in Biovest International Inc. and a royalty interest in Biovest's
lead drug candidate, BiovaxID(TM) and any other biologic products
developed by Biovest.  The Company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M.D. Fla. Lead
Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida; and Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar,
P.A., represent the Debtors as counsel.  Adam H. Friedman, Esq.,
at Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq.,
at Genovese Joblove & Battista PA, represent the official
committee of unsecured creditors as counsel.  In their bankruptcy
petition, the Debtors disclosed assets of $134,919,728 and debts
of $77,627,355 as of June 30, 2008.

At September 30, 2010, Accentia BioPharmaceuticals' balance sheet
showed total assets of $5,020,410, current liabilities of
$7,201,329, liabilities subject to compromise of $142,886,695.


ACTIVANT SOLUTIONS: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Activant Solutions, Inc.'s B2
CFR and related ratings, assigned B1 ratings to the new extended
secured term loan and revised the company's ratings outlook to
stable from negative.  The outlook revision was based on the
loosening of financial maintenance covenants and extension of
senior loan maturities in the proposed senior debt amendment and
extension as well as stabilization of revenues after several years
of declines.  The company's Speculative Grade Liquidity rating
will be revised to SGL-2 from SGL-3 pending the completion of the
amendment and extension, reflecting the resultant improved
liquidity.  The amendment and extension are expected to pass,
however, if they do not, the ratings could face downward pressure.

                        Ratings Rationale

The amendment alleviates a May 2011 near term revolver maturity as
well as significant step-downs in financial covenants.  The
amendment extends the maturity of a minimum of $250 million of the
existing $319 million Term Loan B to 2016 from 2013 and a minimum
of $33 million of the existing $40 million revolving loans to 2013
from 2011.  Lenders not participating in the amendment will keep
their original maturity dates.  The amendment also delays the step
down in financial maintenance covenants (and the final step down
in the Total Leverage Ratio to 3.75x will be effectively pushed
back to March 31, 2013 from December 31, 2010).  The near term
liquidity also improves significantly as a result of the extension
of the revolver and loosened covenants.

Revenues have stabilized over the past several quarters after
several years of year over year organic revenue declines.
Activant's end markets were hard hit by the downturn and while new
system sales were particularly hard hit, service revenues held
fairly flat.  The company was also able to maintain EBITDA and
cash flow levels during this period through significant cost
cutting measures.

Activant's B2 corporate family rating reflects the company's high
level of debt particularly given the modest organic growth
characteristics of the company and its susceptibility to economic
cycles.  The ratings also incorporate the company's acquisition
appetite and potential for further debt financed acquisitions.
However, these risks are partially mitigated by the generally high
recurring nature of the company's business and incumbent cash
flows which stem from Activant's expertise and strong customer
following in the automotive, hardline/lumber and wholesale and
distribution markets.

These ratings were affirmed:

* Corporate Family Rating, B2

* Probability of Default Rating, B2

* Senior secured revolving credit facility due 2011 -- B1 LGD3
  (36%)

* Senior secured term loan due 2013 -- B1 LGD3 (36%)

* $114 million senior subordinated notes due 2016 -- Caa1, LGD5
  (89%)

These ratings and outlook were assigned

* Senior secured revolving credit facility due 2013 -- B1 LGD3
  (36%)

* Senior secured term loan due 2016 -- B1 LGD3 (36%)

* Ratings outlook: stable

This will be revised pending closing of the amendment and
extension:

  -- Speculative Grade Liquidity: SGL-2 from SGL-3

Moody's most recent rating announcement on Activant was June 3,
2008, when Moody's revised Activant's outlook to negative and
Speculative Grade Liquidity to SGL-3.

Activant is a leading provider of enterprise software and systems
to small to medium sized retail and wholesale businesses in the
automotive parts, hardlines and lumber, and wholesale and
distribution business industries in the United States and Canada.
Activant is headquartered in Livermore, CA.


AEP-P INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: AEP-P Investments, LLC
        10146 Ripple Lake Drive
        Houston, TX 77065

Bankruptcy Case No.: 10-40046

Chapter 11 Petition Date: November 1, 2010

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

Judge: Karen K. Brown

Debtor's Counsel: Samuel L. Milledge, Esq.
                  10333 Northwest Freeway, Suite 202
                  Houston, TX 77092
                  Tel: (713) 812-1409
                  Fax: (713) 812-1418
                  E-mail: milledge@milledgelawfirm.com

Scheduled Assets: $4,950,000

Scheduled Debts: $3,724,599

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb10-40046.pdf

The petition was signed by Ankit Amin, managing member.


AFFINITY GROUP INC: Posts $1.76MM Net Income in Sept. 30 Quarter
----------------------------------------------------------------
Affinity Group Inc. filed its quarterly report on Form 10-Q,
reporting net income of $1.76 million on $124.64 million of
revenues for the three months ended Sept. 30, 2010, compared
with a net loss of $37.85 million on $124.94 million of revenues
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$226.99 million in total assets, $457.25 million in total
liabilities, and a stockholder's deficit of $230.27 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6d72

                       About Affinity Group

Ventura, Calif.-based Affinity Group Holding, Inc. is a holding
company and the direct parent of Affinity Group, Inc.  The Company
is an an indirect wholly-owned subsidiary of AGI Holding Corp
("AGHC"), a privately-owned corporation.  The Company is a member-
based direct marketing organization targeting North American
recreational vehicle ("RV") owners and outdoor enthusiasts.  The
Company operates through three principal lines of business,
consisting of (i) club memberships and related products and
services, (ii) subscription magazines and other publications
including directories, and (iii) specialty merchandise sold
primarily through its 78 Camping World retail stores, mail order
catalogs and the Internet.

                           *     *     *

According to the Troubled Company Reporter on April 27, 2010,
Moody's Investors Service concluded its review of Affinity Group
Holdings Inc., confirmed its 'Caa2' corporate family rating and
assigned B1 ratings to its subsidiary, Affinity Group Inc.'s new
secured term loan.  The new debt along with an unrated $22 million
revolver refinances the previous secured debt at Affinity Group
Inc.  The ratings outlook is stable.  This concludes the review of
ratings for possible downgrade that was initiated on August 25,
2009.

Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level rating (two notches above the corporate credit rating
on parent Affinity Group Holding Inc.) to Affinity Group Inc.'s
$144.3 million senior secured term loan due 2015.  The recovery
rating is '1,' indicating S&P's expectations of very high (90%-
100%) recovery in the event of a payment default.


AFFINITY GROUP HOLDING: Posts $1.11MM Net Loss in Sept. 30 Qtr.
---------------------------------------------------------------
Affinity Group Holding Inc. filed its quarterly report on Form 10-
Q, reporting a net loss of $1.11 million on $124.64 million of
revenues for the three months ended Sept. 30, 2010, compared with
a net loss of $41.50 million on $124.94 million of total revenues
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, disclosed
$227.95 million in total assets, $544.04 million in total
liabilities, and a stockholder's deficit of $316.09 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6d66

                       About Affinity Group

Ventura, Calif.-based Affinity Group Holding, Inc. is a holding
company and the direct parent of Affinity Group, Inc.  The Company
is an an indirect wholly-owned subsidiary of AGI Holding Corp
("AGHC"), a privately-owned corporation.  The Company is a member-
based direct marketing organization targeting North American
recreational vehicle ("RV") owners and outdoor enthusiasts.  The
Company operates through three principal lines of business,
consisting of (i) club memberships and related products and
services, (ii) subscription magazines and other publications
including directories, and (iii) specialty merchandise sold
primarily through its 78 Camping World retail stores, mail order
catalogs and the Internet.

                           *     *     *

According to the Troubled Company Reporter on April 27, 2010,
Moody's Investors Service concluded its review of Affinity Group
Holdings Inc., confirmed its 'Caa2' corporate family rating and
assigned B1 ratings to its subsidiary, Affinity Group Inc.'s new
secured term loan.  The new debt along with an unrated $22 million
revolver refinances the previous secured debt at Affinity Group
Inc.  The ratings outlook is stable.  This concludes the review of
ratings for possible downgrade that was initiated on August 25,
2009.

Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level rating (two notches above the corporate credit rating
on parent Affinity Group Holding Inc.) to Affinity Group Inc.'s
$144.3 million senior secured term loan due 2015.  The recovery
rating is '1,' indicating S&P's expectations of very high (90%-
100%) recovery in the event of a payment default.


AGRI-BEST HOLDINGS: Seeks Court OK to Sell 200,000 Pounds of Meat
-----------------------------------------------------------------
Melanie Cohen, writing for Dow Jones' Daily Bankruptcy Review,
reports that Protein Solutions is seeking bankruptcy court
permission to sell off 200,000 pounds of choice New York strip
steak.

DBR relates Protein Solutions told the Court T.G.I. Friday's
ordered 4,800 cases of USDA Black Angus Choice New York Strip
Steak from Protein Solutions, but Friday's has only pulled 2,686
cases so far, leaving 2,114 cases in leftovers.  Protein Solutions
said Friday's "will not comply with all of its obligations to
purchase the product under the agreement" even though Protein
Solutions already purchased "raw materials" to fulfill the
agreement.  Protein Solutions said that in an effort to avoid
waste and even more financial losses, it sought to find a
purchaser for the excess meat.

According to DBR, Protein Solutions informed the Court that on
Oct. 18, it got an offer from Kansas-based meat supplier RCH
Enterprises Inc. to buy up to 200,000 pounds of strip steak,
subject to bankruptcy-court approval and any higher bids it might
receive.  Protein Solutions says in court documents that a sale
"is both necessary and appropriate under the circumstances."

                          About Agri-Best

Chicago, Illinois-based Agri-Best Holdings LLC, dba Protein
Solutions and Agri-Best Properties, LLC, processes and distributes
portion control meat products to national restaurant chains, food
distributors, and consumers.

Agri-Best filed for Chapter 11 bankruptcy protection on October 5,
2010 (Bankr. N.D. Ill. Lead Case No. 10-44595).  Agri-Best
estimated its assets and debts at $10 million to $50 million as of
the Petition Date.

Chicago, Illinois-based Agri-Best Properties LLC filed for Chapter
11 bankruptcy protection on October 5, 2010 (Bankr. N.D. Ill. Case
No. 10-44600).  Steven B. Towbin, Esq., at Shaw Gussis, Fishman
Glantz, Wolfson & Towbin, LLC, assists Agri-Best Properties in its
restructuring effort.  Agri-Best Properties estimated its assets
and debts at $1 million to $10 million.


ALLEGIANCE HAWKS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Allegiance Hawks Creek Commercial, LP
        17400 Dallas Parkway, Suite 100
        Dallas, TX 75287

Bankruptcy Case No.: 10-43855

Chapter 11 Petition Date: November 1, 2010

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Mark A. Castillo, Esq.
                  THE CURTIS LAW FIRM, PC
                  901 Main Street, Suite 6515
                  Dallas, TX 75202
                  Tel: (214) 752-2222
                  Fax: (214) 752-0709
                  E-mail: mcastillo@curtislaw.net

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

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

The petition was signed by C. Joseph Gampper, Mananger-GP of
Allegiance Hawks Creek Commercial Management, LLC.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                           Case No.    Petition Date
        ------                           --------    -------------
Allegiance Commercial Development, LP    10-43853         11/01/10

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
Legacy Texas bank                   27.634 acres        $6,523,161
P.O. Box 869111                     of land
Plano, TX 75086

Westworth Redevelopment Authority   Purchase Financing  $2,430,113
6550 White Settlement Road
Fort Worth, TX 76114

Westworth Redevelopment Authority   Site Development    $2,248,906
6550 White Settlement Road
Fort Worth, TX 76114

Legacy Texas bank                   27.634 acres          $857,491
P.O. Box 869111                     of land
Plano, TX 75086

Integral Real Estate Services, LLC  Services              $122,062

Dunaway Associates                  Services                $6,625

Imperial Credit Corporation         Insurance               $5,731

Crouch and Ramey                    Services                $5,000

United Fire Group                   Insurance               $4,161

Evolving Texas, LP                  Services                $3,804

Earthworks, Inc                     Ground Maintenance      $1,527

GSO Architects                      Services                $1,375

Levy Diamond/Bello & Assoc.         Insurance               $1,221

Trice Construction                  Services                  $550

Westworth Village                   Water/Sewer               $303

Jo-Ann Stores, Inc                  Lease                  unknown

LA Fitness International, LLC       Lease                  unknown

Randy P. Marx                       Legal Services         unknown

Sonic Restaurants, Inc.             Lease                  unknown

TXU Energy                          Utility Services       unknown


AMERICAN AXLE: Reports $38 Million Net Income for 3rd Qtr. 2010
---------------------------------------------------------------
American Axle & Manufacturing Holdings Inc.'s results in the third
quarter of 2010 were net earnings of $38.8 million or $0.52 per
share, nearly double AAM's net earnings of $19.6 million or $0.35
per share in the third quarter of 2009.

Net sales in the third quarter of 2010 increased approximately 50%
to $618.2 million as compared to $409.6 million reported in the
third quarter of 2009.  On a sequential basis, net sales in the
quarter increased approximately 10% as compared to the second
quarter of 2010.

"AAM continued to achieve improved financial results in the third
quarter of 2010, with strong sales growth driving higher earnings
and positive free cash flow," said AAM's Co-Founder, Chairman of
the Board and Chief Executive Officer, Richard E. Dauch. "We are
outperforming AAM's business plan for 2010 due to a recovery in
market demand for full-size pickups and SUVs, as well as the
impact of our ongoing actions to control operating expenses and
sustain reductions in AAM's fixed cost structure.  For the full
year 2010, AAM is on track to report sales growth of approximately
45% - 50% and profit margins that rank among the best in our
company's history."

The Company's balance sheet at Sept. 30, 2010, showed
$2.07 billion in total assets, $2.54 billion in total liabilities,
and a stockholder's deficit of $469.1 million.

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6d6b

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6d6c

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I
supplier to the automotive industry.  American Axle manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  AXL has financial support from GM, its
largest customer which accounted for 78% of sales in 2009.

                           *     *     *

As reported by the Troubled Company Reporter on August 5, 2010,
Moody's Investors Service raised American Axle's Corporate Family
Rating and Probability of Default Rating to B2 from Caa1.  The
raising of American Axle's CFR rating to B2 reflects the company's
improved operating performance over the past two quarters and
Moody's belief that this improvement will be sustained over the
intermediate term, supported by stable automotive vehicle
production in North America and cost structure improvements
completed by the company in 2009.  These conditions no longer
support the default risk indicated by the Caa rating.

American Axle carries a long-term issuer default rating of 'B'
from Fitch.  The TCR reported on July 28, 2010 that Fitch's credit
concerns for AXL are focused on high leverage which is expected to
decline considerably over the balance of 2010, negative cash flows
in recent years, underfunded pension plans, limited sales
diversification, risks to vehicle sales expectations which could
be optimistic if the jobless economic recovery restricts vehicle
volumes or if a double-dip recession occurs.

American Axle carries a 'B-' corporate credit rating from Standard
& Poor's Ratings Services.  S&P, which revised its outlook on AXL
to "positive" from "stable" in July 2010, believes American Axle
will generate a significant amount of positive free cash flow in
2010 because of its improved cost structure.

Standard & Poor's Ratings Services said it has raised its
corporate credit rating on American Axle & Manufacturing Holdings
Inc. to 'B+' from 'B-'.  The outlook is stable.

At the same time, S&P raised its issue-level ratings on the
company's senior secured debt to 'BB-' and on the unsecured debt
to 'B-'.


AMERICAN INT'L: Over-Allotment Option for AIA Shares Exercised
--------------------------------------------------------------
According to a regulatory filing by American International Group
Inc., its unit, AIA Group Limited, announced October 29, 2010,
that the over-allotment option has been fully exercised by the
joint global coordinators on behalf of the international
underwriters in respect of approximately 1.05 billion shares,
increasing the total number of shares offered and sold in its
public offering from approximately 7.03 billion to approximately
8.08 billion.

Gross proceeds to AIA Aurora LLC were approximately $20.51 billion
after the exercise of the over-allotment option.

Trading of AIA shares commenced on the Main Board of the Hong Kong
Stock Exchange Limited on October 29, 2010.

                             About AIG

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

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

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


AMERICANWEST BANCORP: Taps Morrison & Foerster as Special Counsel
-----------------------------------------------------------------
AmericanWest Bancorporation obtained authorization from the U.S.
Bankruptcy Court for the Eastern District of Washington to employ
Morrison & Foerster LLP, as special counsel.

Morrison & Foerster has agreed to provide legal services,
including:

   -- advising and assisting the Debtor in connection with the
      defense of any claims -- excluding any claims bought by the
      Company's individuals -- against the Debtor arising out of
      the Debtor's distressed financial sitaution and related
      regulatory actions against it;

   -- providing legal advice on bankruptcy, M&A, corporate,
      regulatory, and civil litigation matters;

   -- attending meetings and negotiating with representatives of
      creditors, regulatory entities such as the Federal Reserve
      Bank of San Francisco, the FDIC, the DFI, and other parties-
      in-interest; and

   -- advising and assisting the Debtor in connection with the
      implementation and closing of any potential sale of assets
      in the Chapter 11 case.

The firm will be paid based on these rates:

             Billing Category           Range
             ---------------            -----
              Partners              $600 to $1,025
              Of Counsel            $500 to   $900
              Associates            $325 to   $650
              Paraprofessionals     $165 to   $290

Professionals at the firm likely to be providing services to the
Debtor are:

    Professional                Title             Rate
    ------------                -----             ----
   G. Larry Engel               Partner           $795
   Henry Fields                 Partner           $815
   Dan Marmalefsky              Partner           $795
   Kenneth Kohler               Partner           $705
   Alexandra Steinberg Barrage  Of Counsel        $635
   Vincent Novak Senior         Associate         $535
   Jonathan Keen                Junior Associate  $380
   Diana Kushner                Junior Associate  $325
   John Kline                   Senior Paralegal  $250

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

The firm can be reached at:

     G. Larry Engel, Esq.
     MORRISON & FOERSTER LLP
     425 Market Street
     San Francisco, CA 94105-2482
     Tel: (415) 268-7000
     Fax: (415) 268-7522

                 About AmericanWest Bancorporation

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

AmericanWest Bancorporation filed for Chapter 11 protection on
Oct. 28, 2010 (Bankr. E.D. Wash. Case No. 10-06097).  The banking
subsidiary was not including in the Chapter 11 filing.  Dillon E.
Jackson, Esq., at Foster Pepper PLLC, serves as bankruptcy counsel
to the Debtor.  Sandler O'Neill & Partners, L.P., serves as the
Debtor's financial advisor.

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


AMERICANWEST BANCORP: Taps Sandler O'Neill as Financial Advisor
---------------------------------------------------------------
AmericanWest Bancorporation obtained authorization from the U.S.
Bankruptcy Court for the Eastern District of Washington to employ
Sandler O'Neill & Partners, L.P., as financial advisor.

Sandler O'Neill is a full-service investment banking firm and
broker-dealer focused on the financial services sector.  The firm
has provided services to the Debtor and its banking unit
AmericanWest Bank since 2008.

Bank Engagement

In October 15, 2010, AmericanWest Bank retained the firm as
financial advisor.  The Bank agreed to pay Sandler O'Neill a fee
of 4.0% of the amount of capital contributed by an investor to the
Bank in connection with a capital raising transaction, including
upon completion of the Recapitalization. The Bank and Sandler
O'Neill believe that this is a typical fee for raising capital,
consistent with competitive practices in the industry at this
time.

SKBHC Hawks Nest Acquisition Corp., the proposed purchaser of the
Bank, , however, advised the Company and the Bank that it may be
unwilling to enter into an asset purchase agreement unless Sandler
O'Neill reduced its fee. In an effort to facilitate the Company
and Bank pursuing this transaction, Sandler O'Neill agreed to
reduce its fee to $4.185 million in the event that the Stalking
Horse Bidder is the Purchaser.

Postpetition, Sandler O'Neill would provide a range of services to
the Bank in connection with the Bank's recapitalization and this
Chapter 11 case, including assisting the Bank in analyzing,
marketing, structuring, negotiating, and effecting the
Recapitalization.

                        Company Engagement

Beginning in 2008 and continuing to the present, the Company,
primarily through Sandler O'Neill, has undertaken significant
efforts to raise additional capital, including efforts to sell
Bank assets, or to sell AWBC or the Bank to another financial
institution.

Postpetition, Sandler O'Neill expects to perform various advisory
services in connection with AWBC's proposed sale of the Shares and
the Other Purchased Assets, and all transactions contemplated by
the APA.

Sandler O'Neill, with this Court's approval, would receive
compensation from AWBC on a contingency fee basis, based on 1% of
the aggregate purchase price of the Bank securities sold by AWBC
in the Sale.

                 About AmericanWest Bancorporation

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

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

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

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


ANTHONY SCHOTT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Anthony H. Schott
          aka Anthony Schott
        539 Argo
        San Antonio, TX 78209
        Tel: (210)422-0144

Bankruptcy Case No.: 10-54276

Chapter 11 Petition Date: November 1, 2010

Court: U.S. Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Lynda S. Ladymon, Esq.
                  7801 Broadway, #220
                  San Antonio, TX 78209
                  Tel: (210) 829-5955
                  E-mail: lynda@lawlynda.com

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

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

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


ARCHANGEL DIAMOND: Suit v. Lukoil Goes to District Court
--------------------------------------------------------
The Hon. Howard R. Tallman, pursuant to 28 U.S.C. Sections 1334
and 1452, abstains from exercising jurisdiction over, and from
hearing, Archangel Diamond Corporation's breach of contract
lawsuit against OAO Lukoil, and remands the case to the U.S.
District Court for the District of Colorado, in Denver.  Judge
Tallman denies Archangel's motion for declaratory judgment that
Lukoil has submitted to the Bankruptcy Court's jurisdiction.

The case is Archangel Diamond Corporation, Plaintiff, v. OAO
Lukoil, Defendant, Adv. Proc. No. 09-1755 (Bankr. D. Colo.), and a
copy of Judge Tallman's order dated October 28, 2010, is available
at http://is.gd/gHXclfrom Leagle.com.

                      About Archangel Diamond

Archangel Diamond Corporation was a Canadian diamond company
focused on exploration and mining in Russia.  The company was
listed on the Toronto Venture Exchange (trading symbol AAD).

Three creditors filed a petition to send Archangel Diamond
Corporation to liquidation under Chapter 7 of the U.S. Bankruptcy
Code on June 26, 2009 (Bankr. D. Colo. Case No. 09-22621).
Archangel subsequently converted its case to a Chapter 11
bankruptcy.  On December 17, 2009, the Bankruptcy Court confirmed
Archangel's Amended Plan of Liquidation.  The Plan transfers
Archangel's assets -- being substantially Archangel's legal
proceedings against Arkhangelskgeoldobycha, Lukoil and certain
related parties -- to a Liquidating Trust.


ARLAN HANSON: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Arlan Gene Hanson
               Aziza Hanson
               513 Seminole Avenue
               Osceola, WI 54020

Bankruptcy Case No.: 10-18087

Chapter 11 Petition Date: November 1, 2010

Court: U.S. Bankruptcy Court
       Western District of Wisconsin (Eau Claire)

Debtors' Counsel: John Ellis Ellsworth, Esq.
                  929 S. 111 Street
                  West Allis, WI 53214
                  Tel: (414) 763-5562
                  E-mail: ellsworthlegal@yahoo.com

Scheduled Assets: $1,955,480

Scheduled Debts: $3,223,375

[Redacted -- July 26, 2012]


ASARCO LLC: District Judge Affirms Order on Reimbursement
---------------------------------------------------------
Judge Andrew S. Hanen of the United States District Court for the
Southern District of Texas affirmed Bankruptcy Judge Richard
Schmidt's Expense Reimbursement Order dated July 29, 2009, of
expenses incurred by certain bidders in connection with the
potential auction and sale of all or a portion of the judgment on
the litigation against Americas Mining Corporation relating to
shares of Southern Peru Copper Company, now known as Southern
Copper Corporation.

In a 33-page memorandum opinion and order, Judge Hanen opined
that the Bankruptcy Court applied the correct legal standard in
allowing the reimbursement.  He added that the Bankruptcy Court
did not err in concluding that the Reimbursement Motion satisfied
the business judgment standard.

A full-text copy of Judge Hanen's Memorandum Opinion and Order is
available for free at:

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

              ASARCO Brings Appeal to Fifth Circuit

ASARCO LLC, Asarco Incorporated and Americas Mining Corporation
notified the District Court that they will take an appeal to the
United States Court of Appeals for the Fifth Circuit of Judge
Hanen's affirmation of the Bankruptcy Court's Expense
Reimbursement Order.

ASARCO wants the Fifth Circuit to determine whether:

  (a) the District Court erred in affirming the Bankruptcy
      Court's Expense Reimbursement Order pursuant to Section
      363 of the Bankruptcy Code;

  (b) the District Court, and the Bankruptcy Court before it,
      erred in determining that the business judgment standard
      under Section 363 of the Bankruptcy Code was satisfied;
      and

  (c) the District Court, and the Bankruptcy Court before it,
      erred in approving the procedures and guidelines for the
      expense reimbursement set forth in the Reimbursement
      Motion, including procedures related to notice, parties to
      be noticed, objections, and disposition of objections.

                          About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASARCO LLC: Kelly Camp Site Settlement Has No Objections
--------------------------------------------------------
The United States of America, on behalf of the United States
Department of Agriculture, Forest Service, notified the Bankruptcy
Court and parties-in-interest of the absence of any public comment
in connection with the settlement for the Kelly Camp Site, which
is located within the Colville National Forest, in Ferry County,
Washington.

In full satisfaction and compromise of the Kelly Camp Claim,
Reorganized ASARCO LLC, the Plan Administrator and the Government
previously agreed that the Government will be allowed a general
unsecured claim for $100,000.

Alan Tenenbaum, Esq., in Washington, D.C., says that on Sept. 10,
2010, the Government published a notice of the proposed
Settlement Agreement in the Federal Register at 75 Fed. Reg.
55351-55352.  He adds that the Government received no public
comments on the Settlement Agreement.

In another filing, the Plan Administrator, ASARCO and Government
agreed to extend through December 13, 2010, the Government's
deadline to respond to the Plan Administrator and ASARCO's notice
of compliance in connection with the Blue Ledge Claim, also known
as Claim No. 18284.

The parties also agreed to meet and confer on a mutually
acceptable further schedule after the Government files its
response on December 13, 2010, and the Plan Administrator will
file a notice of the dates on the Court's docket.

                          About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASARCO LLC: Sidley Austin Seeks Reconsideration of Fee Request
--------------------------------------------------------------
In an amended request, Sidley Austin LLP seeks reconsideration of
the Bankruptcy Court's order sustaining ASARCO LLC's objection to
Sidley Austin's Claim No. 10739 and disallowing the Claim in its
entirety.

Judge Richard S. Schmidt has stricken the original request because
Sidley Austin failed to attach a proposed order and certificate of
service.

Sidley Austin asserted the Claim against the Debtors' bankruptcy
estates for a total unsecured non-priority claim of $1,682,979 in
prepetition legal fees and expenses based on invoices it
submitted to Grupo Mexico, S.A. de C.V.  The Claim was
subsequently assigned to Goldman Sachs Credit Partners, L.P.

Michael Connelly, Esq., at Connelly, Baker, Wottring LLP, in
Houston, Texas -- mconnelly@connellybaker.com -- contends that
special circumstances of the case warrant reconsideration of and
relief from the Order.  He asserts that the Order resulted from a
combination of ASARCO's misrepresentations to the Court and the
Court's consequent legal error.

Counsel for ASARCO misrepresented to the Court both the evidence
in support of the Claim, as well as the basis for ASARCO's
written objection, and led the Court to disallow the Claim for a
reason not contained within the objection sent to Sidley Austin
and Goldman, Mr. Connelly argues.

The misrepresentations facilitated the Court's clear legal error
in entering the Order, in that (i) ASARCO submitted no evidence
to rebut the prima facie case presented by the Claim, and (ii)
the bases on which ASARCO objected to the Claim were either
contradicted by the evidence contained within the proof of claim
itself or were improper bases on which to object to an unsecured
claim, Mr. Connelly further argues, among other things.

The Court ruled that the Plan Administrator and ASARCO's deadline
to file response to the Reconsideration Motion is on November 18,
2010, and Sidley Austin's deadline to file its reply is on
December 2.  The parties agree to meet and confer on a mutually
acceptable hearing date after Sidley Austin files its reply.

                          About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


AVP PRO BEACH: Has $500,000 DIP Loan From RJSM Partners
-------------------------------------------------------
AVP Inc. appeared before the Hon. Sheri Bluebond yesterday in Los
Angeles bankruptcy court seeking permission to obtain $500,000 in
DIP financing from RJSM Partners, LLC.  RJSM owns a 72% stake in
the Debtor.

AVP and its subsidiary debtors propose to grant RJSM security
interests and liens against all of the Debtors' assets, except a
certain real property letter of credit and avoidance actions.
RJSM will receive a junior lien against the Debtors' encumbered
assets.

The Debtors' operations were financed primarily by RJSM, which is
currently owed $1.94 million.  The claim is secured by all assets
of AVP.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that AVP and subsidiary AVP Pro Beach Volleyball Tour Inc.
are seeking immediate approval of the DIP loan to fund operations
until AVP can close a sale of its assets this December.

According to The Los Angeles Times, the organization has long
stood on shaky financial ground.  After a bankruptcy filing in the
1990s, the organization found new owners who were able to improve
its revenues and lure national sponsors.  But it didn't turn a
profit and saw its stock delisted in 2009.  Unlike major sports
leagues, the LA Times said AVP relies on sponsors and investors
versus lucrative television rights, wealthy owners or stadium
deals.

The LA Times said that in 2007, Roy Disney tried to buy AVP for
$36.9 million, a deal shareholders successfully resisted because
they felt the price was too low.  In 2008, AVP obtained a $3.5
million capital infusion from RJSM in exchange for a controlling
stake.

DBR relates RJSM gave AVP 25 days this summer to raise $4 million.
The company failed, forcing it to cut its 2010 tour short.

According to DBR, other big AVP shareholders include Cede & Co.,
AmTrust International Insurance Ltd., MLB Advanced Media LP, NBC
and Fox Sports Net Inc.  (Both Fox Sports Net and Dow Jones & Co.,
publisher of The Wall Street Journal, are owned by News Corp.)
Shaquille O'Neal and Quincy Jones are also listed among AVP's
common stockholders.

                           About AVP Pro

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

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

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


AVP PRO BEACH: Selling Assets in Chapter 11
-------------------------------------------
According to netDockets, AVP, Inc. and AVP Pro Beach Volleyball
Tour, Inc., said in court filings that they intend to utilize the
bankruptcy cases to liquidate their assets through a sale process
conducted pursuant to Section 363 of the Bankruptcy Code.

According to netDockets, AVP was formed in 1990 and its
predominant shareholders are RJSM Partners, LLC, Cede & Co.,
AmTrust International Insurance Ltd., Fox Sports Net Inc., MLB
Advanced Media LP, and National Broadcasting Company Inc. (which
operates the NBC television network).   RJSM Partners owns 72% of
AVP's equity and financed most of the debtors' operations and
holds a $5.4 million claim secured by all of AVP, Inc.'s assets.

The report notes, citing court filings, 80% of the AVP Pro Beach
Volleyball Tour's revenue were derived from corporate
sponsorships.  Earlier this year, some of the Tour's "substantial"
sponsors ended their sponsorship of the Tour, the report
discloses.  As a result, AVP found itself unable to finance its
day-to-day operations and the last five tournaments (out of a 12-
tournament season) were cancelled, the report notes.

                           About AVP Pro

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

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

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


BCAC LLC: Plan Confirmation Hearing Continued Until November 9
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina has continued until November 9, 2010, at 11:00 a.m., the
hearing to consider the confirmation of BCAC, LLC's Plan of
Reorganization.  Objections to the Plan confirmation, written
acceptances or rejections of the Plan, were due November 3.

The Bankruptcy Court previously determined conditionally that the
Disclosure Statement contains adequate information as required by
the Bankruptcy Code.

According to the Disclosure Statement, the source of funds to
repay creditors under the Plan will be derived solely from the
Debtor's operation of the property and its efforts to refinance
its secured debt.

Under the Plan, the Debtor intends to treat unsecured claims as:

  -- General unsecured claims not exceeding $12,000 will be
     paid in full amount no later than December 31, 2012.

  -- The general unsecured claim of Puritan Finance Corporation
     will be paid in full, with interest at the current U.S.
     Treasury Bill rate of 8% per annum, as funds are
     available after payment or reserve in full of the allowed or
     disputed claims in Classes I, II, III, and IV.

  -- The general unsecured claim of Orion Realty Advisors, LLC
     will be paid with interest at the current U.S. Treasury
     Bill rate of 0.27% per annum.

No distribution to the holders of equity interests is anticipated,
nor would any be made until allowed claims are paid in full and
sufficient amounts reserved to pay all disputed claims in full.

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

                         About BCAC, LLC

Brookfield, Wisconsin-based BCAC, LLC, owns a 204-unit multi-
family apartment complex at 23 Hiltin Place, Greensboro, Guilford
County, North Carolina, which property is known as Park Place
Apartments.

The Company filed for Chapter 11 bankruptcy protection on
April 15, 2010 (Bankr. M.D. N.C. Case No. 10-10709).  Christine L.
Myatt, Esq., serves as the Debtor's bankruptcy counsel.  The
Company estimated its assets and debts at $10 million to
$50 million.


BLOCKBUSTER INC: Affiliates File Statements & Schedules
-------------------------------------------------------
Affiliates of Blockbuster Inc. filed their schedules of assets and
liabilities and their statements of financial affairs.

In their schedules, the Affiliates disclosed:

  Debtor                                  Assets   Liabilities
  ------                                  ------   -----------
Blockbuster Procurement LP            $1,278,103*      $900,655**
Blockbuster Distribution Inc.           $502,560*  Undetermined
Blockbuster Digital Technologies, Inc.  $110,493*    $4,335,368
Blockbuster Global Services Inc.            $200*  Undetermined

Blockbuster Canada Inc.                   $1,000*  Undetermined
Blockbuster Gift Card Inc.                $1,000*  Undetermined
Blockbuster Spain Inc.                    $1,000*  Undetermined
Blockbuster Investments LLC               $1,000*  Undetermined
Blockbuster Video Italy, Inc.             $1,000*  Undetermined
Movielink, LLC                            $1,000*  Undetermined
Trading Zone Inc.                         $1,000*  Undetermined
B2 LLC                                    $1,000*  Undetermined

   * Plus undetermined amounts on account of insurance policies

  ** Plus undertermined amount for co-debtor obligations, senior
     notes

Thomas Kurrikoff, Blockbuster Inc.'s treasurer and senior vice
president for finance, discloses that B2 LLC, Trading Zone Inc.,
MovieLink, LLC, Blockbuster Canada Inc., Blockbuster Gift Card,
Inc., Blockbuster International Spain Inc., Blockbuster
Investments LLC, and Blockbuster Video Italy, Inc., each received
$1,000 from Blockbuster Inc. on August 29, 2010, for intercompany
balances.

Blockbuster Digital Technologies Inc. discloses that it paid an
intercompany balance to Blockbuster Inc. for $4,335,369 on
August 29, 2010.

In its statement, Blockbuster Distribution Inc. discloses that it
earned these amounts from its business operations during the two
years before the Petition Date:

            Period                    Amount
            ------                    ------
    2010 YTD, 08/29/10           $33,219,805
            2009                  69,409,303
            2008                  91,372,436

Blockbuster Global Services Inc. reveals that it earned these
amounts from its business operations during the two years before
the Petition Date:

            Period                    Amount
            ------                    ------
    2010 YTD, 08/29/10                    $0
            2009                      10,643
            2008                      72,000

During the two years immediately before the Petition Date,
Blockbuster Procurement LP earned these amounts from its business
operations:

            Period                    Amount
            ------                    ------
    2010 YTD, 08/29/10           $16,930,137
            2009                  35,979,907
            2008                  44,352,263

Within 90 days immediately preceding the Petition Date,
Blockbuster Procurement paid $6,021,834 to 63 creditors for debts
that are not primarily consumer debts.  The largest of these
payments are made to:

   Creditor/Insider                        Amount
   ----------------                        ------
   Technimark Inc.                     $2,042,352
   Clampitt Paper Co. of Dallas Ltd.      412,839
   Print Source Inc.                      411,711
   SMS Services LLC                       386,312
   Color Dynamics                         260,714
   International Paper                    238,857
   NCR Corporation                        206,784

                       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.

Attorneys at Cooley LLP serve as counsel to the Official Committee
of Unsecured Creditors.

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.

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: Creditors Committee Proposes Cooley as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Blockbuster
Inc.'s bankruptcy cases seeks the U.S. Bankruptcy Court's
authority to retain Cooley LLP as its counsel, nunc pro tunc to
October 1, 2010, pursuant to Section 1103 of the Bankruptcy Code,
Rule 2014 of the Federal Rules of Bankruptcy Procedure and Rule
2014-1 of the Local Rules of Bankruptcy Procedure for the Southern
District of New York.

Creditor Lyme Regis Partners LLC previously filed with the Court a
preliminary objection to Cooley's appointment as counsel for the
Creditors Committee pursuant to Section 1103.

As counsel, Cooley has agreed to, among other things:

  (a) attend the meetings of the Creditors Committee;

  (b) review financial information furnished by the Debtors to
      the Creditors Committee;

  (c) negotiate the budget and the use of cash collateral and
      DIP financing;

  (d) review and investigate the liens of purported secured
      parties;

  (e) confer with the Debtors' management and counsel;

  (f) coordinate efforts to sell or reorganize assets of the
      Debtors in a manner that maximizes the value for unsecured
      creditors;

  (g) review the Debtors' schedules, statements of affairs and
      business plan; and

  (h) advise the Creditors Committee as to the ramifications
      regarding all of the Debtors' activities and motions
      before the Court.

Cooley will be paid based on its standard hourly rates, and will
be reimbursed for its necessary expenses.  Cooley's current hourly
rates are:

    Attorney                Position            Rate
    --------                --------            ----
    Jay R. Indyke           Partner             $810
    Richard S. Kanowitz     Partner             $730
    Cathy R. Hershcopf      Partner             $730
    Jeffrey L. Cohen        Partner             $595
    Nicholas Smithberg      Special Counsel     $600
    Seth Van Aalten         Associate           $565
    Lesley A. Kroupa        Associate           $450

Cathy R. Hershcopf, Esq., a member of Cooley, assures the Court
that her firm does not have an interest adverse to the Debtors'
estates and is a "disinterested person," as that term is defined
in Section 101(14) of the Bankruptcy Code, as modified by Section
1103(b) of the Bankruptcy Code.

A hearing will be held on November 24, 2010, to consider the
application.  Objections are due on November 17.

                       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.

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)


BUILDERS FIRSTSOURCE: Incurs $20.47MM Net Loss in Third Quarter
---------------------------------------------------------------
Builders FirstSource Inc. filed quarterly report on Form 10-Q with
the Securities and Exchange Commission.

According to the Troubled Company Reporter on Oct. 27, 2010, the
Company said in an earnings release that it incurred a net loss of
$20.47 million on $180.39 million of sales for the three months
ended Sept. 30, 2010, compared with a net loss of $15.24 million
on $188.86 million of sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$442.28 million in total assets, $259.74 million in total
liabilities, and stockholder's equity of $182.54 million.

The Company ended the quarter with approximately $126 million in
liquidity, which included $121.4 million in available cash.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6d5d

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6cf3

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- is a supplier and manufacturer of
structural and related building products for residential new
construction.  The company operates in 9 states, principally in
the southern and eastern United States, and has 55 distribution
centers and 51 manufacturing facilities, many of which are located
on the same premises as its distribution facilities.

                           *     *     *

Builders FirstSource Inc. carries 'Caa2' long term and senior
secured debt ratings, with negative outlook, from Standard &
Poor's.


CALYPTE BIOMEDICAL: Posts $571,000 Net Loss in June 30 Quarter
--------------------------------------------------------------
Calypte Biomedical Corporation filed its quarterly report on
Form 10-Q, showing a net loss of $571,000 on $59,000 of net sales
for the three months ended June 30, 2010, compared with a net loss
of $798,000 on $200,000 of net sales for the same period a year
earlier.

The Company's balance sheet at June 30, 2010, showed $5.21 million
in total assets, $21.11 million in total liabilities, and a
stockholder's deficit of $15.90 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6d65

                     About Calypte Biomedical

Portland, Ore.-based Calypte Biomedical Corporation develops,
manufactures, and distributes in vitro diagnostic tests, primarily
for the diagnosis of Human Immunodeficiency Virus infection.

Odenberg, Ullakko, Muranishi & Co. LLP, in San Francisco,
expressed substantial doubt about the Company's ability to
continue as a going concern following the Company's 2009 results.
The independent auditors noted that the Company has defaulted on
$6.3 million of 8% Convertible Promissory Notes and related
Interest Notes and $5.2 million of 7% Promissory Notes, has
suffered recurring operating losses and negative cash flows from
operations, and management believes that the Company's cash
resources will not be sufficient to sustain its operations through
2010 without additional financing.


CACI INTERNATIONAL: Moody's Will Withdraw Ba2 Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service raised the speculative grade liquidity
of CACI International, Inc., to SGL-2 from SGL-3 reflecting a new,
five-year senior secured bank credit facility entered on
October 21, 2010.  The facility is unrated.  Following the
speculative grade liquidity change, all ratings and the positive
rating outlook have been withdrawn.  The new credit facility
terminated the prior facility's $240 million revolving credit line
and repaid the $150 million term loan balance, eliminating all of
CACI's rated debts.  Please refer to Moody's Withdrawal Policy on
moodys.com.

The change to SGL-2 from SGL-3 stemmed from the new credit
facility that removed a significant potential 2011 cash need.  The
new credit facility gives CACI a sizeable, multi-year revolver
with high borrowing availability.  The good liquidity profile
contemplated a relatively lower level of cash on hand than the
company has had in recent periods against some recently announced
acquisitions; it also considered, low capital spending needs,
limited near-term debt maturities, a comfortable level of
financial covenant compliance headroom and expected free cash flow
generation.

Ratings will be withdrawn:

  -- Corporate family, probability of default Ba2

  -- $240 million senior secured revolver due May 2011 Baa3 LGD 2,
     21%

  -- $150 million senior secured term loan B due May 2011 Baa3 LGD
     2, 21%

  -- Speculative grade liquidity SGL-2

Moody's last rating announcement on CACI took place July 22, 2010,
when the speculative grade liquidity was lowered to SGL-3 from
SGL-1.

CACI International Inc, based in Arlington, VA, provides
information technology services and solutions for the U.S.
Department of Defense, federal civilian agencies, the government
of the United Kingdom as well as large commercial enterprises and
state and local governments.  Last twelve months ended June 2010
revenues were $3.1 billion.


CALFRAC HOLDINGS: Moody's Assigns 'B2' Rating to Senior Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Calfrac Holdings
LP's proposed offering of US$400 million of senior unsecured
notes.  Holdings is an indirect wholly-owned subsidiary of Calfrac
Well Services Limited and its notes are guaranteed by Calfrac on a
senior unsecured basis.  Moody's also affirmed Calfrac's B1
Corporate Family Rating and changed its Speculative Grade
Liquidity rating to SGL2 from SGL3, indicating good liquidity.
The B2 senior unsecured rating was also affirmed on Holdings 7.75%
notes due 2015.  The proceeds of the new notes will be used to
repurchase the 7.75% notes, repay revolver debt, and for general
corporate purposes.  The rating outlook is stable.

Upgrades:

Issuer: Calfrac Holdings, LP

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD4,
     65% from LGD4, 69%

Issuer: Calfrac Well Services Ltd.

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

Assignments:

Issuer: Calfrac Holdings, LP

  -- Senior Unsecured Regular Bond/Debenture, Assigned 65% - LGD4
     to B2

                        Ratings Rationale

Calfrac's B1 Corporate Family Rating considers the company's
relatively small size, niche focus on fracturing services and
resultant exposure to cyclical oil and natural gas drilling
activities, concentrated customer base, and the risks tied to its
expanding business outside of Canada and the U.S. The rating
favorably considers the company's capable and mobile equipment
fleet, technical expertise and strong customer relationships and
contracts.  The ratings are further supported by the company's
experienced management team and board chairmanship that includes
three of Calfrac's founders, who own approximately 30% of the
company's shares.

The stable outlook reflects Calfrac's strong position within the
fracturing business and Moody's expectation that the company's
contracted business, liquidity and capital structure will hold up
well as it undertakes a significant capital program.  A positive
rating action is possible if Calfrac were to increase its scale
while maintaining a reasonably balanced capital structure.
Ratings could be pressured if Calfrac's financial leverage
increases materially due to higher capital expenditures or
acquisitions.  Debt/EBITDA and debt/capitalization greater than
4.5x and 50%, respectively, would likely result in a negative
outlook or ratings downgrade.

The SGL-2 Speculative Grade Liquidity rating reflects good
liquidity.  Calfrac has a $175 million revolving credit facility,
which is committed until September 29, 2011 and contains a two
year term-out provision.  Moody's expect Calfrac to renew these
facilities annually.  On closing of the proposed notes offering
the revolver's C$40 million drawn balance will be repaid.  The
company's cash from operations and cash on hand (expected to be
approximately C$ 147 million on closing of the notes) should amply
cover capex and dividends through 2011.  Calfrac should also have
ample room under its three financial covenants during this period.
Alternative liquidity is limited given that all assets are pledged
to the revolver lenders.

Calfrac Well Services Ltd., headquartered in Calgary, Alberta is a
provider of pressure pumping services to E&P companies in Western
Canada, the United States, Russia and Latin America.


CARPENTER CONTRACTORS: Gets Interim Nod to Use Cash Collateral
--------------------------------------------------------------
Carpenter Contractors of America, Inc., sought and obtained
interim authorization from the Hon. Raymond B. Ray of the U.S.
Bankruptcy Court for the Southern District of Florida to use the
cash collateral of First American Bank.

First American Bank asserts a first security interest in and lien
upon substantially all of the personal property of the Debtor,
including the Debtor's accounts receivable, inventory and
equipment.  In addition, the Bank asserts a mortgage lien subject
to existing Industrial Revenue Bonds on the Debtor's real property
located in Belvidere, Illinois, and Fayetteville, North Carolina.
The Bank provided the Debtor with a revolving line of credit and
the Bank presently asserts that it is owed approximately
$7,240,000.  In addition, the Bank has issued letters of credit as
additional credit support for the Debtor's obligations under
Industrial Revenue Bonds related to the Debtor's facilities in
Belvidere, Illinois, and Fayetteville, North Carolina.  The Bank's
letter of credit exposure is approximately $3,000,000.

Chad P. Pugatch, Esq., at Rice Pugatch Robinson & Schiller, P.A.,
explained that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.

In exchange for using the cash collateral, the Bank is granted a
replacement lien on and in all property acquired or generated
postpetition by the Debtor's continued operations to the same
extent, validity and priority and of the same kind and nature as
it would have had prior to the filing of this bankruptcy case and
subject to all objections and avoidance claims; but excluding all
proceeds of property recovered or transfers avoided by or on
behalf of the Debtor, its estate or any subsequently appointed
trustee under Sections 544 through 550, inclusive, of the U.S.
Bankruptcy Code.

As additional adequate protection, the Debtor will:

     a. pay all ad valorem taxes when due;

     b. maintain all casualty insurance and name the Bank as a
        loss payee on all policies related to property over which
        the Bank asserts a security interest;

     c. with the exception of the Debtor's Florida division, the
        Debtor will maintain all bank accounts with the Bank;

     d. continue to supply the Bank with all reports that are
        required by the loan documents or have been heretofore
        provided the Bank by the Debtor and all reports that the
        Debtor provides the U.S. Trustee;

     e. pay all post-petition interest that accrues on the Bank's
        loan at the contract/non-default rate;

     f. with respect to the Belvidere IRB, the Debtor will make
        the $120,000 partial redemption payment due on November 1,
        2010, and pay the monthly draw fee of $250 and the
        monthly interest, estimated at $530 to the Bank of America
        related to its Belvidere IRB;

     g. in the event that the adequate protection fails, the Bank
        will have a priority claim; and

     h. the Bank will have the right to conduct audit of its
        collateral upon reasonable notice and at reasonable times
        and places.

A final hearing is set for November 15, 2010, at 9:30 a.m. on the
Debtor's request to use cash collateral.

                   About Carpenter Contractors

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, filed for Chapter 11 bankruptcy protection on
October 25, 2010 (Bankr. S.D. Fla. Case No. 10-42604).  Chad P.
Pugatch, Esq., who has an office in Fort Lauderdale, Florida,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets at $50 million to $100 million and debts at
$10 million to $50 million.


CATHOLIC CHURCH: Asks for Jan. 26 Extension of Removal Period
-------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy
Court for the District of Delaware to extend to January 26, 2011,
the period within which it may remove various civil actions
pending as of the Petition Date.

The Diocese also asks Judge Christopher S. Sontchi that the
proposed January 26 Removal Period apply to all matters specified
in Rules 9027(a)(2)(A), (B) and (C) of the Federal Rules of
Bankruptcy Procedure.  The Diocese further asks that the order
approving the request be without prejudice to (i) any position the
Diocese may take regarding whether Section 362 of the Bankruptcy
Code applies to stay any given civil action pending against the
Diocese, and (ii) the right to seek further extensions of the
Removal Period.

The Diocese's current Removal Period expired on October 28, 2010.

Citing Sections 157(b)(2)(B), 157(b)(2)(O) and 157(b)(5) of the of
the of the Judicial and Judiciary Procedures Code, James L.
Patton, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, contends that there is ample cause to extend
the deadline for removal of the Actions, given that the Actions
assert personal injury tort claims over which the Bankruptcy Court
has limited subject-matter jurisdiction.  The liquidation and
estimation of the claims in the U.S. Bankruptcy Court for the
District of Delaware may well be necessary in order to move the
case forward, he adds.

Since the filing of the Third Extension Motion, the Diocese:

  -- has engaged in additional mediation sessions, while
     simultaneously engaging in negotiations and discussions
     with its key constituencies;

  -- negotiated, formulated, and filed its Plan of
     Reorganization and Disclosure Statement; and

  -- has filed a plan and a motion seeking approval of the
     Disclosure Statement and voting, solicitation and
     tabulation procedures with respect to the Plan.

Mr. Patton avers that the Plan contemplates the Diocese exercising
its removal rights under Rule 9001 of the Federal Rules of
Bankruptcy Procedure and Section 1452 of the Judicial and
Judiciary Procedures Code to allow for an efficient and consistent
process to estimate and liquidate claims.

The Current Deadline should also be extended to allow the
Bankruptcy Court to consider confirmation of the Plan and its
important provisions, Mr. Patton further contends.

Judge Sontchi will convene a hearing on November 30, 2010, to
consider the request, with objections due on November 11.
Pursuant to Del.Bankr.L.R. 9006-2, the Removal Period is
automatically extended until the conclusion of that hearing.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC,
is the financial advisor.  The petition says assets range
$50,000,001 to $100,000,000 while debts are between $100,000,001
to $500,000,000.  (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Committee Wants Morgan Lewis as Special Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy case of the Catholic Diocese of Wilmington, Inc., seeks
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Morgan, Lewis & Bockius LLP as its special
pension counsel, nunc pro tunc to October 11, 2010.

Judge Christopher S. Sontchi previously approved the retention of
Morgan Lewis as special insurance counsel to the Creditors
Committee.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that according to the Diocese's
representations in the Disclosure Statement explaining its Plan of
Reorganization, the Diocese's Lay Pension Plan and Clergy Pension
Fund are significantly underfunded.

Ms. Jones also notes that the Disclosure Statement provides that
the Lay Pension Plan is a defined-benefit plan covering employees
of the Diocese and the Non-Debtor Catholic Entities and that the
assets of that fund are held in an irrevocable trust.  She adds
that the Diocese has also claimed that its ability to use assets
in the Clergy Pension Fund is restricted.

With respect to the Lay Pension Fund, the Disclosure Statement
also refers to potential litigation by the Official Committee of
Lay Employees regarding whether the Lay Pension Fund is held in
trust or is otherwise a "restricted asset" of the bankruptcy
estate, Ms. Jones further relates.  She adds that the Creditors
Committee was informed that prior to the Petition Date, the
Diocese purchased annuities to pay the applicable pension benefit
for all pension participants in the Lay Pension Plan, who retired
prior to January 1, 2009.

By this new application, the Creditors Committee seeks authority
to retain Morgan Lewis to assist and advise the Creditors
Committee and its counsel in analyzing:

  (a) claims against the Clergy Pension Fund and the Lay Pension
      Fund, including analyzing state law issues regarding the
      Diocese's pension obligations in light of the significant
      underfunding of the Pension Funds, the value of the assets
      in these Funds, and the value of vested or accrued
      benefits under the Clergy Pension Plan and the Lay Pension
      Plan;

  (b) the Diocese's prepetition purchase of annuities with
      assets withdrawn from the Lay Pension Fund;

  (c) whether the assets of the Pension Funds are held in trust
      or are otherwise "restricted" and not available to the
      Diocese's general unsecured creditors;

  (d) the obligations of non-Debtor employers, who participate
      in the Lay Pension Fund; and

  (e) other issues as necessary to assist the Creditors
      Committee with respect to issues relating to the Pension
      Funds.

The Creditors Committee needs independent advice to evaluate all
issues relating to the Pension Plans, Ms. Jones asserts.  She
avers that advice is also needed regarding the Diocese's
obligations in light of the Pension Plans' underfunding and
regarding the obligations of non-Debtor entities, who are
participating employees in the Lay Pension Plan.

Ms. Jones argues that the Creditors Committee should not be
dependent on advice from Diocese's counsel with respect to these
issues because the Diocese (i) made the questionable decision to
drain the Lay Pension Plan to buy annuities to pay a subset of
participants, and (ii) has taken the position that certain assets
to pay benefits under the Pension Plans are held in trust and not
otherwise available to general unsecured creditors.

The Creditors Committee submits that Morgan Lewis is well-suited
to act as its special pension counsel.  Robert L. Abramowitz,
Esq., will be the lead attorney with respect to pension issues,
the Committee notes.

Morgan Lewis will be paid based on these negotiated and discounted
hourly rates for its new services:

  Professional               Rate
  ------------               ----
  Robert L. Abramowitz       $653
  Colm Connelly              $536
  Marianne Yudes             $441
  Paul Richler               $475
  Paralegals                 $260

The firm will also be reimbursed for its necessary expenses.

Mr. Abramowitz, a partner at Morgan Lewis' Employee Benefits and
Executive Compensation Practice, assures the Court that Morgan
Lewis does not hold or represent any interest adverse to the
Diocese's estates, and is a "disinterested person" as that phrase
is defined in Section 101(14) of the Bankruptcy Code.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC,
is the financial advisor.  The petition says assets range
$50,000,001 to $100,000,000 while debts are between $100,000,001
to $500,000,000.  (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Hearing on Wilmington Plan Outline on Dec. 6
-------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., delivered to Judge
Christopher S. Sontchi of the United States Bankruptcy Court for
the District of Delaware its Second Amended Chapter 11 Plan of
Reorganization and Disclosure Statement on November 1, 2010.

                     Estimates for Claims

The Amended Disclosure Statement provides for increased estimates
of recovery for certain Classes of Claims from the Plan Trust
Assets:

                             Previous             Amended
                            Estimated            Estimated
  Class                    % Recovery           % Recovery
  -----                    ----------           ----------
  3A                    47.0% - 74.7%        54.1% - 88.4%
  Personal Injury
  Tort Claims

  3B                    40.4% - 56.7%        44.5% - 62.3%
  Lay Pension
  Claims

  3F                    40.4% - 56.7%        44.5% - 62.3%
  Other unsecured
  Claims

Holders of Claims under Class 3C Allied Irish Bank Claim will
receive a promissory note from the Reorganized Debtor in the
Allowed Amount of the Claim, payable on terms no less favorable to
the Reorganized Debtor than the Delaware Economic Development
Authority Loan Agreement dated November 1, 2002, between
Wilmington Trust Company -- as assignee of DEDA -- and the
Wilmington Diocese with respect to DEDA Bonds.

DEDA Bonds refer to those certain DEDA Variable Rate Revenue
Bonds, Series of 2002 issued on November 14, 2002, in the
principal amount of $12,000,000.

The Diocese believes that nationwide bankruptcy settlements are
likely to be better predictors of the ultimate amount of Allowed
Personal Injury Tort Claims in the bankruptcy case than
prepetition settlements by the Diocese and nationwide non-
bankruptcy settlements because settlements outside of bankruptcy
are made against a backdrop of potential punitive damages, and the
avoidance of bankruptcy.

The Diocese points out that as a result of the separate
classification and subordination of Penalty Claims under the Plan,
as required by the Bankruptcy Code, the amount of Allowed Personal
Injury Tort Claims will be determined solely by reference to
compensatory damages.

                      Wilmington's Assets

In its Amended Disclosure Statement, the Diocese revised to
$4,355,000 the aggregate appraised value of its real estate
properties as of September 2010.

As of September 30, 2010, the Diocese holds unrestricted personal
property, with estimated aggregate value of $110,152,816,
including Insurance Assets.  The Diocese also holds personal
property, which is subject to donor-imposed restrictions on use
and disposition, in the aggregate estimated value of $31,693,408.

         Settlement with Non-Debtor Catholic Entities

The Amended Plan provides that within 30 days after the effective
date of the Plan, the Non-Debtor Catholic Entities will contribute
to the Plan Trust Cash or other property having a value not less
than $1.458 million in the aggregate, in consideration for, and
conditioned upon, two treatments:

(1) Resolution of PIA Investment Claims; and

(2) Release of Chapter 5 Actions against Non-Debtor Catholic
     Entities.

The value of any non-Cash property to be contributed by the Non-
Debtor Catholic Entities will be determined by order of the
Bankruptcy Court, after notice and a hearing.

                 Disputed Non-Debtor PIA Funds

The Diocese filed as Exhibit B to the Amended Plan a table
summarizing the Disputed Non-Debtor PIA Funds as of October 20,
2009.  The Diocese notes that the balances as set forth in Exhibit
B do not represent the current value of those funds.

As of October 20, 2009, the Disputed Non-Debtor PIA Funds
aggregate $75,772,886.

Copies of the Amended Plan and Disclosure Statement, as well as
the blacklined portions of the Amended Plan and Disclosure
Statement, may be accessed for free at:

  * http://bankrupt.com/misc/Church_W_2ndAmdPlan_110110.pdf
  * http://bankrupt.com/misc/Church_W_AmendedDS_110110.pdf
  * http://bankrupt.com/misc/Church_W_Plan_DS_Blined_110110.pdf

             Disclosure Statement Hearing Dec. 6

The Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy
Court for the District of Delaware to approve the Disclosure
Statement explaining its Amended Chapter 11 Plan of Reorganization
filed with the Court on November 1, 2010.

The Court will convene a hearing on December 6, 210, at
10:00 a.m., prevailing Eastern Time, to consider the adequacy of
the Disclosure Statement.  Objections are due on November 22.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, contends that the Disclosure
Statement contains more than sufficient detail to permit holders
of Claims entitled to vote on the Plan to make an informed
judgment whether to accept or reject the Plan.

Mr. Patton tells the Court that the Diocese has made every effort
to produce a disclosure statement that renders the Plan and
solicitation and confirmation process understandable.

The Diocese believes that the Disclosure Statement contains
"adequate information" as that phrase is defined in Section
1125(a)(1) of the Bankruptcy Code, he says.  Accordingly, the
Diocese asks Judge Sontchi to approve the Disclosure Statement.

                   Solicitation Procedures

The Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy
Court for the District of Delaware to:

  (a) fix December 6, 2010, as the voting record date for
      purposes of determining which holders of claims against
      the Diocese are entitled to vote on its Amended Chapter 11
      Plan of Reorganization filed with the Court on November 1,
      2010;

  (b) approve the notice of hearing and objection procedures
      with respect to confirmation of the Plan;

  (c) approve the solicitation packages and procedures for
      distribution;

  (d) approve the forms of ballot, and establish procedures
      for voting on the Plan;

  (e) approve the forms of notice to nonvoting classes under the
      Plan;

  (f) fix January 31, 2011, at 4:00 p.m., Eastern Standard Time,
      as the deadline by which creditors must vote to accept or
      reject the Plan, and file objections to the Plan; and

  (g) approve procedures for voting and tabulating votes with
      respect to the Plan.

                     Confirmation Hearing

The Diocese asks Judge Sontchi to set the hearing to consider
confirmation of the Plan on February 14, 2010, commencing at
10:00 a.m., Eastern Standard Time and, to the extent necessary,
February 15, 2010, commencing at 10:00 a.m.

The proposed timing for the Confirmation Hearing is in compliance
with the Bankruptcy Code, the Bankruptcy Rules, and the Local
Rules and will enable the Diocese to pursue confirmation of the
Plan in a timely fashion, James L. Patton, Jr., Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, tells
Judge Sontchi.

                Notice and Objection Procedures

Pursuant to Rules 2002 and 3017(d), upon approval of the
Disclosure Statement, the Diocese proposes to provide to all
parties that receive a Solicitation Package with a copy of the
Confirmation Hearing Notice setting forth (i) the Voting Deadline,
(ii) the time fixed for filing objections to the Plan, and
(iii) the time, date and place for the Confirmation Hearing.  The
Confirmation Hearing Notice will be sent contemporaneously with
the distribution of the Solicitation Packages on or before the
solicitation commencement date, which is proposed to be
December 14, 2010.

Setting January 31, 2011, as the Confirmation Objection Deadline
will provide parties-in-interest with more than 45 days' notice of
the Confirmation Objection Deadline and will afford the Diocese
and other parties-in-interest sufficient time to consider the
objections and proposed modifications to the Plan and file any
reply, while leaving the Court sufficient time to consider any
objections and reply prior to the Confirmation Hearing, Mr. Patton
contends.  Objections to confirmation of the Plan or proposed
modifications to the Plan must also be in writing, he says.

The Diocese intends to file its reply to Plan Confirmation
Objections on or before February 7, 2011.

The Diocese will serve or cause to be served the Confirmation
Hearing Notice on or before the Solicitation Commencement Date, by
first class mail upon certain notice parties, which include the
United States Trustee, counsel for the official committees and
holders of the Claims.

To give notice of the time for filing and serving objections to,
and the date and time of the hearing on, confirmation of the Plan
to (i) those creditors to whom no other notice was sent and who
are unknown or not reasonably ascertainable by the Diocese,
(ii) known creditors with addresses unknown by the Diocese, and
(iii) creditors with potential claims unknown by the Diocese, the
Diocese proposes to publish notice of the Confirmation Hearing and
related deadlines once each in the national edition of USA Today
and The Delaware News Journal on a date that is not less than 28
days before the Confirmation Objection Deadline.

The Diocese believes the proposed publication procedures will
provide adequate and sufficient notice to creditors under the
circumstances.  The Diocese will also post the Confirmation
Hearing Notice electronically on the reorganization Web site
maintained by The Garden City Group, Inc., at
http://www.cdowreorganization.com

             Solicitation Materials and Procedures

In accordance with Rule 3017(d) of the Federal Rules of Bankruptcy
Procedure, the Diocese proposes to transmit to parties entitled to
vote on the Plan a solicitation package by December 14, 2010,
containing:

  -- the Confirmation Hearing Notice, which will set forth:

     * the Court's approval of the Disclosure Statement;
     * the Voting Deadline with respect to the Plan;
     * the date and time of the Confirmation Hearing; and
     * the deadline and procedures for filing objections to
       confirmation of the Plan;

  -- a copy of the order approving the request for approval of
     the Disclosure Statement and Solicitation Procedures,
     without exhibits;

  -- a CD containing a copy of the Disclosure Statement,
     together with the Plan and other exhibits; and

  -- the appropriate Ballot to accept or reject the Plan and a
     self-addressed, return envelope.

Pursuant to Section 1126(f) of the Bankruptcy Code, unimpaired
creditors are conclusively presumed to have accepted the plan, and
solicitation of acceptances with respect to that class is not
required.  Accordingly, the Diocese proposes that it need not be
required to transmit Solicitation Packages to holders of Claims in
Class 1 Secured Claims and Class 2 Priority Claims, as holders of
those Claims are unimpaired under the Plan, and thus, are deemed
to have accepted the Plan.

Claims in Class 4 Penalty Claims are impaired and the holders of
those Claims are not entitled to receive any distributions under
the Plan on account of the Claims.  Thus, the Diocese proposes
that they need not be required to transmit Solicitation Packages
to holders of Claims in Class 4 because they are not entitled to
vote on the Plan, and are deemed to have rejected the Plan.

The Diocese proposes to mail to each of the Unimpaired Creditors
and the Non-Voting Impaired Creditors a notice, which will set
forth, among other things, the non-voting Classes under the Plan,
a summary of the treatment of Claims under the Plan, the date and
time of the Confirmation Hearing, and the deadline and procedures
for filing objections to the Plan.  The Non-Voting Parties may
obtain a copy of the Plan and Disclosure Statement on the
Diocese's reorganization Web site.

The Diocese seeks the Court's approval for a departure from the
strict notice rule, excusing the Diocese from distributing
Solicitation Packages, Confirmation Hearing Notices, and Non-
Voting Creditor Notices, as applicable, to those entities that the
Diocese is unable to obtain accurate addresses, and to those whose
notices are returned as undeliverable.

Although the Diocese has made, and will make, every effort to
ensure that the Solicitation Packages are in final form, the
Diocese, nonetheless, asks that it be authorized to make
nonsubstantive changes to the Disclosure Statement, the Plan, and
related documents without further Court order, including
ministerial changes to correct typographical and grammatical
errors, and to make conforming changes among the Disclosure
Statement, the Plan and any other materials in the Solicitation
Packages prior to mailing.

                       Voting Procedures

The Diocese proposes to distribute to certain creditors one or
more Ballots, which forms are based on Official Form No. 14 but
have been modified to address the particular aspects of the
Chapter 11 case and to include certain additional information that
the Diocese believes is relevant and appropriate for each class of
claims entitled to vote.

With respect to the Class 3A Ballots for holders of Personal
Injury Tort Claims, the Diocese proposes to serve a Solicitation
Package and Confirmation Hearing Notice on counsel for each holder
of the Claim at the law firm and address set forth in the holder's
Tort Proof of Claim Form, unless the Creditor has directed
otherwise.  The Diocese also proposes that the Court direct the
Balloting Agent to maintain all Class 3A Ballots under the same
confidentiality rules set forth in the Bar Date Order with respect
to the Tort Claims.

The Diocese further requests that the Court direct that all
counsel representing more than one Creditor holding a Class 3A
Claim file a statement consistent and in compliance with Rule 2019
of the Federal Rules of Bankruptcy Procedure, which requires every
entity or committee representing multiple creditors to file a
verified statement providing various disclosures

Mr. Patton asserts that to the extent a law firm represents
multiple creditors holding Class 3A Claims, the law firm is
subject to the requirements of Rule 2019.  Thus, to the extent
that the law firms have to date failed to file a statement
compliant with Rule 2019, the Diocese specifically asks that the
law firms be directed to do so on or before January 7, 2011, as
part of the proposed voting procedures.

Pursuant to Rule 3017(c), the Diocese proposes the more than 45-
day solicitation period in this case to begin on the December 14,
2010 Solicitation Commencement Date.  To be counted as a vote to
accept or reject the Plan, each Ballot must be properly executed,
completed and delivered to the Balloting Agent no later than
January 31, 2011.

                        Vote Tabulation

Sections 1126(c) and 1126(d) of the Bankruptcy Code provides
procedures for regarding acceptance of a plan by a class of
claims, Mr. Patton avers.  He adds that Rule 3018(a) of the
Federal Rules of Bankruptcy Procedure provides that "the court
after notice and hearing may temporarily allow the claim or
interest in an amount which the court deems proper for the purpose
of accepting or rejecting a plan."

The Diocese proposes that the Bankruptcy Code's and Bankruptcy
Rules' general procedures be subject to these tabulation rules:

  (a) If a Claim is deemed allowed under the Plan, the Claim is
      allowed for voting purposes in the deemed allowed amount
      set forth in the Plan;

  (b) If a proof of claim was timely filed prior to the Voting
      Record Date in an amount that is liquidated and
      non-contingent, the Claim will be deemed allowed for
      voting purposes only and not for purposes of allowance or
      distribution, in the amount set forth on the proof of
      claim;

  (c) If a proof of claim has been timely filed prior to the Bar
      Date and the Claim is wholly contingent or unliquidated,
      the Claim will be temporarily allowed for voting purposes
      only, and not for purposes of allowance or distribution,
      in an amount equal to $1;

  (d) If a proof of claim has been timely filed prior to the Bar
      Date and the Claim is unliquidated or contingent in part,
      the Claim will be allowed for voting purposes only, and
      not for purposes of allowance or distribution, in the
      liquidated and non-contingent amount only;

  (e) If a proof of claim has not been timely filed prior to the
      Bar Date, or a Claim has not been otherwise Allowed prior
      to the Voting Record Date, and the Claim is reflected in
      the Diocese's schedules of assets and liabilities, and is
      not listed as contingent, unliquidated or disputed, the
      Claim will be allowed for voting purposes only in the
      amount reflected in the Schedules, provided that a party
      whose claim has been indefeasibly paid will only be
      permitted to vote the unpaid amount of the Claim, if any,
      to accept or reject the Plan;

  (f) If a Claim has been scheduled by the Diocese and is wholly
      contingent or unliquidated, but not disputed, and has not
      been superseded by a proof of claim filed prior to the
      Voting Record Date, the claim will be temporarily allowed
      for voting purposes only in an amount equal to $1;

  (g) If a Claim has been estimated or otherwise allowed for
      voting purposes by order of the Court, the claim is
      temporarily allowed in the amount so estimated or allowed
      by the Court for voting purposes only, and not for
      purposes of distribution;

  (h) If the Diocese has served an objection or request for
      estimation as to a Claim at least 10 days before the
      Voting Deadline, the Claim is temporarily disallowed for
      voting purposes only and not for purposes of allowance or
      distribution, except as ordered by the Court before the
      Voting Deadline; and

  (i) For purposes of voting, classification and treatment under
      the Plan, each entity that holds or has filed more than
      one Claim, will be treated as if the entity has only one
      Claim in each applicable Class and the Claims filed by the
      entity will be aggregated in each applicable Class and the
      total dollar amount of the entity's Claims in each
      applicable Class will be the sum of the aggregated Claims
      of the entity in each applicable Class.

In addition, the Diocese asks that certain procedures and standard
assumptions be used in tabulating the Ballots, including:

  -- For purposes of the numerosity requirement of Section
     1126(c), separate Claims held by a single Creditor in a
     particular Class will be aggregated as if the Creditor held
     one Claim against the Diocese in the Class, and the votes
     related to the Claims will be treated as a single vote to
     accept or reject the Plan;

  -- Creditors must vote all of their Claims within a particular
     Class either to accept or reject the Plan and may not split
     their vote;

  -- Ballots that fail to indicate an acceptance or rejection of
     the Plan or that indicate both acceptance and rejection of
     the Plan, but which are otherwise properly executed and
     received prior to the Voting Deadline, will not be counted;

  -- Only Ballots that are timely received with appropriate
     signature will be counted; and

  -- Only Creditors may vote unless a properly executed, written
     power of attorney is submitted with each Ballot cast, which
     evidences the Creditor's intention to have the other person
     complete the Ballot on the Creditor's behalf.

In the event any Class of Claims does not have a holder of an
Allowed Claim or a Claim temporarily Allowed by the Court as of
the date of the Confirmation Hearing, the class or classes will be
deemed eliminated from the Plan for purposes of voting to accept
or reject the Plan, and for purposes of determining acceptance or
rejection of the Plan by the Class pursuant to Section 1129(a)(8)
of the Bankruptcy Code.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC,
is the financial advisor.  The petition says assets range
$50,000,001 to $100,000,000 while debts are between $100,000,001
to $500,000,000.  (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CHEMTURA CORP: Chapter 11 Plan Can Go Effective Monday
------------------------------------------------------
Pentair on Tuesday objected to the plan supporters' provision in
the proposed confirmation order waiving the normal 14-day stay of
effectiveness under Fed.R.Bankr.P. 3020(e) and other, similar,
provisions -- permitting Chemtura Corporation's bankruptcy exit
plan to go effective immediately.  The Debtors responded later the
same day.

The Hon. Robert E. Gerber sustains Pentair's objection, in part.
"In the exercise of my discretion, I'm invoking the authority
given to me under Bankruptcy Rule 3020(e) and the other applicable
rules1 to shorten the duration of the stay of effectiveness for
which those rules provide, but I won't eliminate it entirely.  The
Confirmation Order will be stayed to the extent, but only the
extent, of permitting it to go effective after 12 noon on Monday,
November 8," Judge Gerber said Wednesday.

Judge Gerber held that Pentair is right in its contention that the
plan supporters didn't ask for the waiver before or at the time of
the confirmation hearing.  "I think 'best practices,' at the
least, would have been to put this issue on the table early,
setting forth the reasons why any delay in effectiveness would be
prejudicial to creditors, other stakeholders, and/or the estate,
or articulating other reasons why the normal stay duration would
be inappropriate," Judge Gerber wrote.

"I unquestionably have discretion, and am free to determine in
whatever manner I consider to be most in the interests of
justice," he said.

The Debtors had indicated that there are significant costs to the
estates in delaying the effectiveness of the plan -- pointing out
that interest alone on the allowed claims would cost the estate
approximately $230,000 per day.  The Debtors said they will also
continue to incur other administrative costs and expenses if the
effective date were delayed.

"To my mind, these are serious concerns, especially when weighed
against the concerns of an entity, like Pentair, most of whose
claim has been disallowed, and whose chances of a successful
appeal on the claims disallowance issue would in my mind be
remote," Judge Gerber said.

A copy of Judge Gerber's decision, dated November 3, 2010, is
available at http://is.gd/gI7flfrom Leagle.com.

                         About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation --
http://www.chemtura.com/-- is a global manufacturer and marketer
of specialty chemicals, crop protection products, and pool, spa
and home care products.  Chemtura and 26 of its U.S. affiliates
filed voluntary petitions for relief under Chapter 11 on March 18,
2009 (Bankr. S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz,
Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy
counsel.  Wolfblock LLP serves as the Debtors' special counsel.
The Debtors' auditors and accountant are KPMG LLP; their
investment bankers are Lazard Freres & Co.; their strategic
communications advisors are Joele Frank, Wilkinson Brimmer
Katcher; their business advisors are Alvarez & Marsal LLC and Ray
Dombrowski serves as their chief restructuring officer; and their
claims and noticing agent is Kurtzman Carson Consultants LLC.  As
of December 31, 2008, the Debtors had total assets of $3.06
billion and total debts of $1.02 billion.

Judge Robert E. Gerber confirmed the Debtors' reorganization plan
on October 22, 2010.  The Debtors' equity security holders tried
to derail the plan, arguing it undervalued the company.


CHINA HEALTH: Kenneth Lee Resigns as Chief Executive Officer
------------------------------------------------------------
China Health Care said on October 29, 2010, Dr. Kenneth K. Lee
resigned as its Chief Executive Officer.  As a result of Mr. Lee's
resignation on October 29, 2010, the Company appointed Faith Lam
as its Acting Chief Executive Officer.  Before the new
appointment, Mr. Lam was the Company's Director, Vice President
and Acting Chief Financial Officer.

Doctor Xiu-Sheng Cheng resigned as the Executive Chairman of the
Company effective immediately.

The Company's board of directors consists of Mr. Gerald Lau and
Mr. Faith Lam.

                        Going Concern Doubt

Samuel H. Wong & Co., LLP, in South San Francisco, California,
raised substantial doubt about China Health's ability to continue
as a going concern after auditing the Company's financial results
for the years ended September 30, 2008, and 2007.  The auditor
noted that the Company continued to incur losses and working
capital deficiencies.

China Health Care's balance sheet at June 30, 2009, showed
total assets of US$1.47 million and total liabilities of
US$7.06 million, resulting in a stockholders' deficit of about
US$5.59 million.

China Health Care Corp. provides consultancy services to the VIP
Maternity & Gynecological Centers in the People's Republic of
China.  These services are provided in conjunction with Johns
Hopkins International, LLC, a U.S. based healthcare provider, and
based upon a Consultancy Agreement with JHI.  The Company is
currently under contracts to provide consultancy services to a
total of five VIP Birthing Centers in the PRC and to manage a
private hospital in Macau.


CIRCUIT CITY: Chapter 11 Plan of Liquidation Effective
------------------------------------------------------
BankruptcyData.com reports that Circuit City Stores' Modified
Second Amended Chapter 11 Plan of Liquidation became effective.

Under the Plan, a liquidating trustee will distribute nearly $450
million to creditors.

In January 2009, Circuit City Stores announced that it would seek
U.S. Bankruptcy Court approval to begin the process of liquidating
substantially all assets.

"We are extremely disappointed by this outcome. The company had
been in continuous negotiations regarding a going concern
transaction. Regrettably for the more than 30,000 employees of
Circuit City and our loyal customers, we were unable to reach an
agreement with our creditors and lenders to structure a going-
concern transaction in the limited timeframe available, and so
this is the only possible path for our company," said James A.
Marcum at the time, vice chairman and acting president and chief
executive officer for Circuit City Stores.

                         About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code on
November 10, 2008 (Bankr. E.D. Va. Lead Case No. 08-35653).
InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.


CITADEL BROADCASTING: To Rescind Restricted Stock Awards
--------------------------------------------------------
Mike Spector, writing for The Wall Street Journal, reports that a
brief court filing by R2 Investments' lawyers late Tuesday
indicated that Citadel Broadcasting Corp. had "voluntarily" agreed
to rescind restricted stock awards and issue stock options "in
accordance" with the confirmed bankruptcy plan.

As reported by the Troubled Company Reporter on October 12, 2010,
Radio-Info.com said R2 asked the Bankruptcy Court to order Citadel
to revoke its awards of restricted stock to managers, and issue
stock options, instead.  R2 calls the award of $1.35 million to
each director "a disturbing game of quid pro quo" with management.
According to Radio-Info.com, R2 said CEO Farid Suleman and the
Citadel directors displayed "a shocking amount of corporate greed
and dishonesty" by going for an "egregious payoff" in stock,
instead of stock options.  According to the report, R2 estimated
that Mr. Suleman alone will eventually bank $55 million based on
the equity grants, and each of the directors would see more than
$1.35 million.  R2 said the result is "not what creditors expected
when they voted on the plan."

The Journal's Mr. Spector relates Citadel responded in court
papers that the company's actions were governed by Delaware law,
and that it acted in the best interest of the company and
shareholders.  The Company also argued the judge shouldn't
interfere with the new board's attempt to maximize Citadel's
value.

R2 owns about 7% of Citadel.

On Tuesday, R2 also noted that a hearing on the matter originally
scheduled for Wednesday had been postponed until November 10.

According to Mr. Spector, a company spokesman said Citadel's board
and management agreed to relinquish the stock awards and issue
options instead "to enable the Company to focus on those business
matters that will maximize value for its shareholders."

                   About Citadel Broadcasting

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

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

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


CLOVERLEAF ENTERPRISES: Can't Bring Breach of Contract Claim
------------------------------------------------------------
Bankruptcy Law360 reports that Cloverleaf Enterprises Inc. can't
bring a breach of contract claim alongside antitrust allegations
against the Maryland Jockey Club of Baltimore City Inc. and Laurel
Racing Association LP over the termination of race broadcasts, a
judge has ruled.  In addition, Law360 says, Cloverleaf does not
have a right to a $1.4 million setoff against Maryland Jockey Club
and Laurel Racing's $1.7 million bankruptcy court claim, Judge
Richard D. Bennett ruled.

Cloverleaf Enterprises Inc. -- http://www.rosecroft.com/-- owns
the Rosecroft Raceway, a harness track in Fort Washington,
Maryland.  The Company filed for Chapter 11 protection (Bankr. D.
Md. Case No. 09-20056) on June 3, 2009, represented by Nelson C.
Cohen, Esq., at Zuckerman Spaeder LLP in Washington, D.C.  The
Company estimated $10 million to $50 million in assets and $1
million to $10 million in debts in its Chapter 11 petition.  The
Company's operations were halted in June 2010.


COMMERCE COMMONS: Files for Chapter 11 in Las Vegas
---------------------------------------------------
Commerce Commons, LLC, filed for Chapter 11 protection (Bankr. D.
Nev. Case No. 10-30229) on October 27, 2010, in Las Vegas, Nevada.

Commerce Commons is the owner of a shopping center in North Las
Vegas.  The Debtor owns the shopping center on West Centennial
Parkway and an adjoining, undeveloped parcel that was to have been
developed into the second phase of the project.

In its schedules, the Debtor disclosed assets of $8,452,027 and
liabilities of $23,149,802, with most of the debt on account of a
mortgage.  The secured creditor is an affiliate of Cohen Financial
from Leawood, Kansas.

David A. Colvin, Esq., at Marquis & Aurbach, in Las Vegas, serves
as counsel to the Debtor.


CONSPIRACY ENTERTAINMENT: Sells $210,000 Notes and Warrants
-----------------------------------------------------------
Conspiracy Entertainment Holdings Inc. entered on October 25,
2010, into a subscription agreement with certain entities.  The
Company sold to the subscribers $210,000 in principal amount of
promissory notes and issued the subscribers 5,250,000 Class A
Warrants, which equals one Class A Warrant for each two shares
which would be issued upon the full conversion of the Promissory
Notes assuming the full conversion of the Promissory Notes.
Immediately following the closing, there were 25,869,701
outstanding shares of the Company's common stock.

The Notes mature one year from the date of issuance and will
accrue interest at the rate of 14%.  Upon a default in the payment
of any amounts due under the Notes, the interest rate will be
increased to 18%.  Upon the occurrence of an Event of Default, all
principal and interest then remaining unpaid shall be immediately
due and payable.  Events of Default include but are not limited
to:

    i) the Company's failure to make payments when due,

   ii) breaches by the Company of its representations and/or
       warranties

  iii) delisting of the Company's common stock from the OTC
       Bulletin Board.

Pursuant to the terms of the Notes, the Subscribers have the
right, so long as the Notes are not fully repaid, to convert the
Notes into shares of the Company's common stock at a conversion
price per share that is equal to the lesser of $.02, or $70% of
the average of the five lowest closing bid prices for the
Company's Common Stock as reported by Bloomberg L.P. for the
Principal Market for the ten trading days preceding the date the
Subscriber gives the Company notice of conversion, as may be
adjusted.

The Notes contain anti-dilution provisions, including but not
limited to if the Company issues shares of its common stock at
less than the then existing conversion price, the conversion price
of the Notes will automatically be reduced to such lower price.
The Notes and Warrants contain limitations on conversion,
including the limitation that the holder may not convert its Note
to the extent that upon conversion the holder, together with its
affiliates, would own in excess of 4.99% of the Company's
outstanding shares of common stock.

The Notes are secured by a security interest in certain assets of
the Company.

The Warrants issued to the Subscribers terminate five years from
the Closing Date.

A full-text copy of the Subscription Agreement is available for
free at http://ResearchArchives.com/t/s?6d63

                   About Conspiracy Entertainment

Conspiracy Entertainment Holdings, Inc. (OTC BB: CPYE) through its
wholly owned subsidiary, Conspiracy Entertainment Corporation, is
a developer, publisher and marketer of entertainment software in
North America and Western Europe.  Conspiracy Entertainment was
founded in 1997 and is based in Santa Monica, California.

The Company's balance sheet at June 30, 2010, showed $4.7 million
in total assets, $9.4 million in total liabilities, and a
stockholders' deficit of $4.7 million.


COUNTRYWIDE FIN'L: Analyst Note Suggests Bankruptcy Filing
----------------------------------------------------------
Matt Phillips, writing for WSJ Blog's MarketBeat, reported that
closely followed financial stock analysts Mike Mayo of CLSA issued
a note on November 2 suggesting that Bank of America might be able
to declare bankruptcy for its Countrywide Financial unit, where
most of the mortgage putback losses would be likely to emanate
from.

According to MarketBeat, Mr. Mayo admitted this is a longshot
outcome, but suggests that a Countrywide bankruptcy is possible
because it "remains a separate legal entity" and the specter of
bankruptcy could be an "ace card" as part of negotiations at some
point: "While having a strong disincentive to pursue a bankruptcy
of Countrywide because of politics, reputation, and other factors,
there could be an economic incentive for doing so given that: a)
most mortgage problems stem back to Bank of America's acquisition
of Countrywide, which originated 86% of BAC's mortgage loans that
are 60+ days behind on payments; and b) Bank of America's market
cap decline of $20bn seems in excess of its investment in
Countrywide, for which it paid $4bn (with an unclear amount of
existing loan guarantees)."

MarketBeat relates investors like the Federal Reserve Bank of New
York, Neuberger Berman Group LLC, BlackRock Inc., Western Asset
Management Co. and Allianz SE's Pacific Investment Management Co.,
or Pimco, have been making noises that they want to force Bank of
America to buy back some batches of bad mortgages they bought from
BofA.  Mr. Mayo, according to MarketBeat, argues that BofA could
use the potential bankruptcy option for Countrywide as a cudgel in
negotiations.

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at $4
billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


CSG SYSTEMS: Moody's Assigns 'Ba3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned to CSG Systems International,
Inc., a first-time Corporate Family Rating and Probability of
Default rating of Ba3.  Concurrently, Moody's assigned a Ba1
rating to CSG's proposed $100 million senior secured revolving
credit facility and $200 million senior secured first lien term
loan.  The new senior secured credit first lien facility is rated
Ba1, two notches above the corporate family rating, benefiting
from the cushion from the senior subordinated convertible notes
within the capital structure.  The rating outlook is stable.

The ratings were assigned in connection with CSG's proposed debt
issuance, which will be used to fund the acquisition of Intec
Telecom Systems PLC, a United Kingdom-based global provider of
billing and customer relationship management software and services
primarily to the telecommunications industry, which was announced
on September 24, 2010.  The assigned ratings are subject to review
of final documentation and no material change in the terms and
conditions of the transaction as advised to Moody's.

                        Ratings Rationale

CSG's Ba3 CFR reflects the company's leading position in the cable
and direct broadcast satellite customer management and billing
market; resilient business model with a high recurring revenue
base from long-term relationships with clients governed by multi-
year contracts; and mission critical products and services.  The
rating also considers the company's relatively modest financial
leverage for its rating category and solid cash flow generation
and very good liquidity profile.

Conversely, the Ba3 CFR is constrained by a business profile
marked by high concentration in the cable and DBS sector and among
clients (top 4 customers comprise more than 44% of pro forma
revenues), as well as limited geographic diversity as over 80% of
pro forma revenues are from the Americas even after the
acquisition of Intec, whose revenues are largely overseas.

While the Intec acquisition should provide diversification
opportunities to the business, both geographical and industry-
wise, there are integration risks with any sizeable acquisition
and CSG will be moving away from its core cable and DBS industries
and into the heavily competitive telecom industry.  The company
will also be expanding internationally, which will also provide
different challenges compared to its historically domestic centric
business model.

The stable outlook is based on Moody's expectation that CSG will
maintain its strong market position and high profitability through
low single digit revenue growth and steady cash flow as it
integrates the Intec acquisition and expands its geographic reach.

Pro forma for this transaction, CSG's leverage as measured by its
adjusted debt to EBITDA will be about 3x based on financial
results for the last twelve months ended June 30, 2010 pro forma
for the Intec acquisition.  Upwards rating pressure could arise if
the company were to, among other things, successfully integrate
Intec and continue to diversify the vertical markets its serves
and reduce its high customer concentration.  Downwards rating
pressure might occur as a result of a deterioration in the
company's leverage and adjusted debt to EBITDA were to exceed 4.5x
for an extended period of time.

These ratings/assessments were assigned:

* Corporate Family Rating -- Ba3

* Probability of Default Rating -- Ba3

* $100 million Senior Secured Revolving Credit Facility -- Ba1
  (LGD-2, 26%)

* $200 million Senior Secured First Lien Term Loan -- Ba1 (LGD-2,
  26%)

* Speculative Grade Liquidity Rating of SGL-1

Based in Englewood, Colorado, CSG Systems International, with over
$750 million of net revenue for the twelve months ended
September 30, 2010 (pro forma for the acquisition of Intec), is a
leader in billing and customer management solutions for the cable
television, satellite and Internet service providers.


CSG SYSTEMS: S&P Assigns 'BB' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Service said it assigned its preliminary
'BB' corporate credit rating to Englewood, Colo.-based CSG Systems
International Inc. In addition, S&P assigned a preliminary 'BBB-'
issue-level rating and a preliminary '1' recovery rating to CSG's
proposed $300 million senior secured credit facilities.  The '1'
recovery indicates S&P's expectation for very high (90%-100%)
recovery in the event of a payment default.  The outlook is
positive.

The secured credit facilities consist of a $200 million first-lien
term loan due 2015 and a $100 million revolving credit facility
due 2015 that S&P expects to be partially drawn at close.  The
company intends to use the proceeds from the new debt, along with
at least $130 million in available cash, to finance its
acquisition of Intec Telecom Systems PLC.  S&P expects the
transaction to close before the end of 2010.

"The ratings on CSG reflect the company's concentrated customer
base, significant exposure to contract renewals over the
intermediate term, and uncertain growth prospects and execution
risk associated with its acquisition of Intec," said Standard &
Poor's credit analyst Naveen Sarma.  The highly visible and
recurring revenue base, the long-term nature of its relationships
with key cable clients, and mission critical nature of its
products and services all partly balance those risks.

CSG provides billing solutions for the telecommunications industry
-- mostly cable TV system operators and direct broadcast satellite
providers -- through a combination of both outsourced and licensed
formats.  S&P expects 2010 estimated annual revenues, pro forma
for the Intec acquisition, to be about $760 million.  The company
will have total outstanding debt of approximately $430 million to
$435 million, pro forma for the proposed bank facility and
revolver draw-down.


DMA 2920: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: DMA 2920 Investments, LC
        500 Spring Hill Drive, Suite 240
        Spring, TX 77286

Bankruptcy Case No.: 10-39928

Chapter 11 Petition Date: November 1, 2010

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

Judge: Karen K. Brown

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  ATTORNEY AT LAW
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  E-mail: margaret@mmmcclurelaw.com

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

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

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

The petition was signed by David Antoniono, managing member.


DMA SPRING: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: DMA Spring Hill Executive, L.P.
        500 Spring Hill Drive, Suite 240
        Spring, TX 77286

Bankruptcy Case No.: 10-39933

Chapter 11 Petition Date: November 1, 2010

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

Judge: Letitia Z. Paul

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  ATTORNEY AT LAW
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  E-mail: margaret@mmmcclurelaw.com

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

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

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

The petition was signed by David Antoniono, president of DMA
Spring Hill Management, LC, general partner.


EAGLE INDUSTRIES: Section 341(a) Meeting Scheduled for Dec. 3
-------------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of Eagle
Industries LLC's creditors on December 3, 2010, at 12:00 p.m.  The
meeting will be held at William Natcher Federal Courthouse, 241
East Main Street, Third Floor, Bowling Green, KY 42101.

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.

Bowling Green, Kentucky-based Eagle Industries LLC filed for
Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. W.D.
Ky. Case No. 10-11636).  David M. Cantor, Esq., at Seiller
Waterman LLC, assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million.


EAGLE INDUSTRIES: Taps Seiller Waterman as Bankruptcy Counsel
-------------------------------------------------------------
Eagle Industries, LLC, asks for authorization from the U.S.
Bankruptcy Court for the Western District of Kentucky to employ
the law firm of Seiller Waterman, LLC, as bankruptcy counsel, nunc
pro tunc, to the Petition Date.

Seiller Waterman will:

     a. give legal advice with respect to the Debtor's powers and
        duties as debtor-in-possession in the continued operations
        of its business and management of its properties;

     b. take necessary action to protect and preserve the Debtor's
        estate, including the prosecution of actions on behalf of
        the Debtor, the defense of any actions commenced against
        the Debtor, negotiations concerning all litigation in
        which the Debtor is involved, if any, and objecting to
        claims filed against Debtor's estate;

     c. prepare motions, answers, orders, reports and other legal
        papers in connection with the administration of the
        Debtor's estate; and

     d. perform any and all other legal services for the Debtor,
        in connection with the Chapter 11 case and the formulation
        and implementation of Debtor's chapter 11 plan.

Seiller Waterman will be paid based on the hourly rates of its
personnel:

        David M. Cantor                         $325
        Neil C. Bordy                           $300
        Paul J. Krazeise                        $275
        Charity B. Neukomm                      $245
        Tyler R. Yeager                         $210
        James E. McGhee, III                    $195
        Paralegal                                $95

David M. Cantor, Esq., a member at Seiller Waterman, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Bowling Green, Kentucky-based Eagle Industries LLC filed for
Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. W.D.
Ky. Case No. 10-11636).  The Debtor estimated its assets and debts
at $10 million to $50 million.


EMPIRE HOLDINGS: Section 341(a) Meeting Scheduled for Dec. 1
------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Empire
Holdings Corporation's creditors on December 1, 2010, at 11:00
a.m.  The meeting will be held at 101 W. Lombard Street, Garmatz
Courthouse, 2nd Floor, #2650, Baltimore, MD 21201.

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.

Glen Burnie, Maryland-based Empire Holdings Corporation filed for
Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. D.
Md. Case No. 10-34580).  Aryeh E. Stein, Esq., at Meridian Law,
LLC, assists Empire Holdings in its restructuring effort.  Empire
Holdings estimated its assets and debts at $10 million to
$50 million.

Affiliate Empire Towers Corporation filed for Chapter 11
bankruptcy protection on October 27, 2010 (Bankr. D. Md. Case No.
10-34611).  Aryeh E. Stein, Esq., at Meridian Law, LLC, assists
Empire Towers in its restructuring effort.  Empire Towers
estimated its assets and debts at $10 million to $50 million.


EMPIRE HOLDINGS: Taps Meridian Law as Bankruptcy Counsel
--------------------------------------------------------
Empire Holdings Corporation asks for authorization from the U.S.
Bankruptcy Court for the District of Maryland to employ Meridian
Law, LLC, as bankruptcy counsel.

Meridian Law will perform all legal services required by the
Debtor in its bankruptcy case.  Meridian Law will be paid $300 per
hour for its services.

Aryeh E. Stein, Esq., a principal at Meridian Law, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Glen Burnie, Maryland-based Empire Holdings Corporation filed for
Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. D.
Md. Case No. 10-34580).  Empire Holdings estimated its assets and
debts at $10 million to $50 million.

Affiliate Empire Towers Corporation filed for Chapter 11
bankruptcy protection on October 27, 2010 (Bankr. D. Md. Case No.
10-34611).  Empire Towers estimated its assets and debts at
$10 million to $50 million.


EMPIRE TOWERS: Section 341(a) Meeting Scheduled for Dec. 1
----------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Empire
Towers Corporation's creditors on December 1, 2010, at 12:00 p.m.
The meeting will be held at 101 W. Lombard Street, Garmatz
Courthouse, 2nd Floor, #2650, Baltimore, MD 21201.

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.

Glen Burnie, Maryland-based Empire Towers Corporation filed for
Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. D.
Md. Case No. 10-34611).  Aryeh E. Stein, Esq., at Meridian Law,
LLC, assists Empire Towers in its restructuring effort.  Empire
Towers estimated its assets and debts at $10 million to
$50 million.

Affiliate Empire Holdings Corporation filed for Chapter 11
bankruptcy protection on October 27, 2010 (Bankr. D. Md. Case No.
10-34580).  Aryeh E. Stein, Esq., at Meridian Law, LLC, assists
Empire Holdings in its restructuring effort.  Empire Holdings
estimated its assets and debts at $10 million to $50 million.


EMPIRE TOWERS: Taps Meridian Law as Bankruptcy Counsel
------------------------------------------------------
Empire Towers Corporation asks for authorization from the U.S.
Bankruptcy Court for the District of Maryland to employ Meridian
Law, LLC, as bankruptcy counsel.

Meridian Law will perform all legal services required by the
Debtor in its bankruptcy case.  Meridian Law will be paid $300 per
hour for its services.

Aryeh E. Stein, Esq., a principal at Meridian Law, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Glen Burnie, Maryland-based Empire Towers Corporation filed for
Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. D.
Md. Case No. 10-34611).  Empire Towers estimated its assets and
debts at $10 million to $50 million.

Affiliate Empire Holdings Corporation filed for Chapter 11
bankruptcy protection on October 27, 2010 (Bankr. D. Md. Case No.
10-34580).  Empire Holdings estimated its assets and debts at
$10 million to $50 million.


ENERGYCONNECT GROUP: Board Adopts Amendments to Bylaws
-------------------------------------------------------
The Board of Directors of EnergyConnect Group Inc. adopted on
October 25, 2010, certain amendments to its Bylaws.  The Board
adopted a further amendment on October 28, 2010.

A full-text copy of the Third Amended and Restated Bylaws is
available for free at http://ResearchArchives.com/t/s?6d64

                    About EnergyConnect Group

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

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

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


ENERGY FUTURE: Posts $2.9 Billion Net Loss in 3rd Quarter 2010
--------------------------------------------------------------
Energy Future Holdings Corp. reported consolidated financial
results for the third quarter and year-to-date periods ended
September 30, 2010 in its quarterly report on Form 10-Q filed with
the Securities and Exchange Commission.

"The third quarter was a solid operational quarter for EFH.  The
reliability of our generation and transmission assets was key to
serving Texans during the hot summer," said John F. Young, CEO,
Energy Future Holdings Corp.

The Company's balance sheet at Sept. 30, 2010, showed
$47.11 billion in total assets, $53.18 billion in total
liabilities, and a stockholder's deficit of $6.07 billion.

For the third quarter 2010, EFH reported a net loss of
$2.9 billion compared to a reported net loss attributable to EFH
of $80 million for the third quarter 2009.  The third quarter 2010
reported net loss included a noncash goodwill impairment charge of
$4.1 billion and $118 million in unrealized mark-to-market net
losses on interest rate swaps, partially offset by $659 million in
debt extinguishment gains resulting from debt exchanges and
repurchases, $494 million in unrealized commodity-related mark-to-
market net gains largely related to positions in EFH's long-term
hedging program, and a $146 million reduction of income tax
expense due to the expected resolution of an Internal Revenue
Service tax audit for the period of 1997 through 2002.  Amounts
are after tax except for the goodwill impairment, which has no tax
benefit.

The goodwill impairment charge reflects the estimated effect of
lower wholesale power prices on the enterprise value of Texas
Competitive Electric Holdings, driven by the sustained decline in
forward natural gas prices, and declines in market values of
comparable companies.  The impairment charge has no impact on
liquidity and will not cause EFH or its subsidiaries to be in
default under any of their respective debt agreements.

The third quarter 2009 reported consolidated net loss included
$90 million in unrealized mark-to-market net losses on interest
rate swaps and $2 million in unrealized commodity-related mark-to-
market net gains related to commodity positions.

As previously announced, effective with reporting of first quarter
2010 results, EFH adopted an accounting standard that amends prior
accounting with respect to consolidation of equity investees.  As
a result, in consideration of the Oncor Electric Delivery Company,
LLC ring-fencing measures that restrict the operating control that
can be exercised by EFH and after consultation with the SEC, Oncor
has been deconsolidated from EFH's consolidated financial
statements.  The results of Oncor and the Oncor ring-fenced
entities are now presented in EFH's income statement in a single
line item.

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6d70

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6d71

                       About Energy Future

Energy Future Holdings Corp. is a privately held diversified
energy holding company with a portfolio of competitive and
regulated energy businesses in Texas.  Oncor, an 80%-owned entity
within the EFH group, is the largest regulated transmission and
distribution utility in Texas.  The Company delivers electricity
to roughly three million delivery points in and around Dallas-Fort
Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

                          *     *     *

As reported by the Troubled Company Reporter on August 19, 2010,
Fitch Ratings downgraded the Issuer Default Ratings of Energy
Future Holdings Corp. and its subsidiaries Energy Future
Intermediate Holding Company LLC, Texas Competitive Electric
Holdings Company LLC, and Energy Future Competitive Holdings
Company by one notch to 'CCC' from 'B-'.

The downgrades of the IDRs of EFH and its non-ring-fenced
subsidiaries reflect large debt maturities occurring in 2014,
over-leveraged capital structure, cash flow dependence on the
forward natural gas NYMEX curve, which has been consistently
moving down since mid-2008, and the likely outcome of future debt
exchanges and amend-and-extend bank facility negotiations.  In
Fitch's view, potential defaults in 2011-2012 are considered more
likely to result from coercive debt exchanges and unlikely to
result from payment defaults.

The TCR on August 19 also reported that Moody's Investors Service
changed the probability of default rating for Energy Future
Holdings to Caa2/LD from Ca following the completion of a debt
restructuring which Moody's views as a distressed exchange.  EFH's
Caa1 CFR and SGL-4 liquidity rating are affirmed.  The rating
outlook remains negative.

EFH recently executed a debt restructuring which involved an
exchange of its 10.875% senior unsecured (guaranteed) notes due
2017 and its 11.25% / 12.00% senior unsecured PIK Toggle
(guaranteed) notes due 2017 for new 10.00% senior secured notes
due 2020 issued at EFIH, plus approximately $500 million in cash,
plus accrued interest.  These events had the effect of allowing
EFH to reduce its overall net debt by approximately $1.0 billion
and extend a portion of its maturities.  The transaction
crystallized losses for investors of approximately 30%.  Taken as
a whole, Moody's views the transaction as a distressed exchange
and has classified this transaction as a limited default by
appending an LD designation to the PDR.  In approximately three
business days, Moody's will remove the LD designation and
reposition the PDR to Caa2.

The affirmation of EFH's Caa1 CFR considers the very weak
financial profile, untenable capital structure, questionable long-
term business plan and material operating headwinds for the
company.  Moody's believes EFH has very little financial
flexibility.


ENRON CORP: Investors Say Securities Markets at Stake
-----------------------------------------------------
Bankruptcy Law360 reports that funds that invested in commercial
paper redeemed by Enron Corp. warned a federal appeals court
Wednesday that a ruling forcing them to return the payments to a
creditors recovery body for the Company could throw a wrench into
securities markets.

Sabin Willett of Bingham McCutchen LLP argued to judges in the
U.S. Court of Appeals for the Second Circuit on behalf of certain
investors in the short-term debt instruments, Law360 says.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033) following controversy over accounting procedures that
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on November 17, 2004.  After approval
of the Plan, the new board of directors decided to change the name
of Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


ESA ENVIRONMENTAL: Chapter 7 Trustee Can't Recoup Hanover Funds
---------------------------------------------------------------
The Hon. George R. Hodges denies the request of Stanley M.
Campbell, Chapter 7 Trustee for ESA Environmental Specialists,
Inc., to avoid and recover funds from The Hanover Insurance
Company.

The Chapter 7 Trustee sued Hanover in July 2009, claiming it was
an indirect beneficiary of the transfer of funds from Prospect
Capital into a certificate of deposit and the transfer of the
Prospect Funds was avoidable as a preferential transfer under 11
U.S.C. Sec. 547.  The Chapter 7 Trustee also alleged that Hanover
was the recipient of a check for $21,319.42, which was also
avoidable as a preference.

ESA obtained payment and performance bonds from Hanover in
connection with certain government contracts.  In the spring of
2007, Hanover refused to issue new bonds for additional government
projects, citing concern over ESA's financial ability.  ESA could
not commence work on the government projects until the New Bonds
had been presented to the relevant government agencies.

ESA obtained $1,600,000 in additional loans from Prospect Capital
and transferred $1,375,00 of the Prospect Funds into a certificate
of deposit with SunTrust Bank to collateralize SunTrust's letter
of credit, one of Hanover's requirements to issue new bonds.  In
May 2007, SunTrust issued the letter of credit to Hanover, and ESA
delivered the bond premiums and the Letter of Credit Collateral
Agreement -- Hanover's other requirements -- to Hanover's agent,
Knauff Insurance.  In exchange, Knauff delivered the New Bonds to
ESA on May 18, 2007.  ESA then delivered the New Bonds to the
governmental agencies.

After ESA filed for Chapter 11 bankruptcy (Bankr. W.D. N.C. Case
No. 07-31532) on August 1, 2007, Hanover drew on the Letter of
Credit and received the $1,375,000 payment from SunTrust.  ESA's
case was later converted to Chapter 7 liquidation.

Judge Hodges rules that there are no genuine issues of material
fact which would preclude summary judgment under Rule 56 of the
Federal Rules of Civil Procedure and Rule 7056 of the Federal
Rules of Bankruptcy Procedure.  He says ESA's transfer of the
Prospect Funds into the SunTrust certificate of deposit was not an
avoidable transfer under Section 547(b).  He says the Prospect
Funds were not really property of ESA or the bankruptcy estate as
a practical matter.  The Prospect Funds which were placed into the
SunTrust certificate of deposit were specifically provided by
Prospect Capital for ESA to collateralize the Letter of Credit to
obtain the New Bonds.

A copy of the Court's order, dated November 3, 2010, is available
at http://is.gd/gIaSYfrom Leagle.com.


FANNIE MAE: Terminate Ties With Florida Law Firm
------------------------------------------------
American Bankruptcy Institute reports that Fannie Mae and Freddie
Mac terminated their relationships with a top Florida foreclosure
attorney on Tuesday, one day after the companies began taking back
loan files from the firm that has processed thousands of evictions
on behalf of the mortgage-finance company.

                         About Freddie Mac

Based in McLean, Virginia, Freddie Mac (NYSE: FRE)
-- http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and FHFA to continue operating its
business.  The Company received $6.1 billion and $30.8 billion in
June 2009 and March 2009, respectively, pursuant to draw requests
that FHFA submitted to Treasury on the Company's behalf to address
the deficits in the Company's net worth as of March 31, 2009, and
December 31, 2008, respectively.  As a result of funding of the
draw requests, the aggregate liquidation preference on the senior
preferred stock owned by Treasury increased from $14.8 billion as
of December 31, 2008, to $51.7 billion on December 31, 2009.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


FANNIE MAE: S&P Says Fixing Fannie, Freddie Could Cost $700-Bil.
----------------------------------------------------------------
With a growing portfolio of unsold homes, a sluggish economy,
stubbornly high unemployment, the prospect of rising foreclosures,
and billions in legacy losses, it appears unlikely in its view
that housing and mortgage markets will be able to operate normally
without continuing and substantial government involvement,
according to a report published by Standard & Poor's Ratings
Services titled "U.S. Government Cost To Resolve And Relaunch
Fannie Mae And Freddie Mac Could Approach $700 Billion."

That will likely mean further taxpayer support for Freddie Mac and
Fannie Mae, the government-sponsored enterprises that, along with
the Federal Housing Administration, now buy more than 90% of all
home loans compared to less than half before the crisis.

That support has so far come at a price, which S&P believes is
likely to rise substantially.  Standard & Poor's estimates that
the ultimate taxpayer cost to resolve Fannie Mae and Freddie Mac
could reach $280 billion, including the $148 billion already
invested -- money largely spent to make good on loans gone bad.
(Both GSEs are already in receivership.)

That $280 billion, however, could swell to $685 billion, by S&P's
estimate, with the establishment of a new entity to replace Fannie
and Freddie that the government would initially capitalize.


FATHER & SONS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Father & Sons, Inc.
        3427 West 12 Mile Road
        Berkley, MI 48072

Bankruptcy Case No.: 10-73608

Chapter 11 Petition Date: November 2, 2010

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

Judge: Marci B. McIvor

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

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

The petition was signed by Kamal Sharrak, president.


FOUNTAIN VILLAGE: Plan Confirmation Hearing Set for November 29
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon will convene
a hearing on November 29 at 9:30 a.m., to consider confirmation
of Fountain Village Development's Plan of Reorganization, amended
as of September 17, 2010.

Any objections  to the Plan and written ballots accepting or
rejecting the plan are due November 19.  Ballots must be delivered
to:

     Tonkon Torp LLP
     Attn: Ava L. Schoen
     1600 Pioneer Tower
     888 S.W. Fifth Avenue
     Portland, OR 97204-2099

As reported in the Troubled Company Reporter on July 12, according
to the Disclosure Statement, each secured creditor will retain its
security interest in and liens on its collateral with the same
priority the security interest and liens had on the petition date.
Each claim will be a secured claim up to the value of the property
securing the claim unless the claimant elects treatment, or the
Debtor and claimant have agreed upon the secured claim amount.
The Debtor will either (a) deed certain of the properties securing
a creditor's claim to that creditor in full satisfaction of the
secured claim or (b) keep the property as a retained property.

Creditors holding general unsecured claims will receive pro rata
distributions of 50% of excess cash flow generated by the
Reorganized Company on an annual basis until unsecured claims are
paid in full or otherwise satisfied pursuant to the Plan.

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

         http://bankrupt.com/misc/FountainVillageDS917.pdf

                 About Fountain Village Development

Portland, Oregon-based Fountain Village Development, a general
partnership, aka Fountain Village Development Co, owns, develops,
operates, manages, and/or leases 20 buildings in Portland,
Hillsboro, and Gearhart, Oregon.  The Company has filed for
Chapter 11 bankruptcy protection on November 20, 2009 (Bankr. D.
Ore. Case No. 09-39718).  Albert N. Kennedy, Esq., and Ava L.
Schoen, Esq., who have offices in Portland, Oregon, assist the
Company in its restructuring effort.  The Company estimated its
assets and debts at $50 million to $100 million.


FRASER PAPERS: Signs Agreement to Sell New Hampshire Paper Mill
---------------------------------------------------------------
Fraser Papers Inc.'s subsidiary Fraser N.H. LLC, has reached an
agreement to sell substantially all of its assets to MM Consulting
and Contracting Company LLC.  Financial terms of the transaction
were not disclosed.

Until it closed indefinitely on October 13, 2010, the paper mill
in Gorham, New Hampshire operated three paper machines and
employed approximately 240 people.  During 2009, the Gorham mill
produced 80,000 tons of uncoated freesheet papers and 37,000 tons
of towel products.  The transaction is expected to close in early
December and is subject to approval of the Ontario Superior Court
of Justice (Commercial List) and the United States Bankruptcy
Court for the District of Delaware.

Fraser Papers remains under creditor protection pursuant to the
provisions of the Companies' Creditors Arrangement Act, with its
stay of proceedings having been extended by the court to
February 28, 2011.

                     About Fraser Papers

Fraser Papers -- http://www.fraserpapers.com/-- is an integrated
specialty paper company that produces a broad range of specialty
packaging and printing papers.  The Company has operations in New
Brunswick, Maine, New Hampshire and Quebec.

On June 18, 2009, citing continued operating losses, weak markets
for pulp and lumber, impending debt repayments and significant
pension funding obligations, the Company and its subsidiaries
filed for protection under the Companies Creditors Arrangement Act
(Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and
Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
09-12123).  Fraser is represented by Michael Barrack, Esq.,
Robert I. Thornton, Esq., and D.J. Miller, Esq., at
ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del.
Fraser has said it is developing a restructuring plan to present
to its creditors by Oct. 16, 2009, with the objective of emerging
with a sustainable and profitable specialty papers business.

In July 2010, Fraser Papers disclosed that the Ontario Superior
Court of Justice has granted a further extension of the initial
Order under which Fraser Papers, together with its subsidiaries,
was granted creditor protection under the Companies' Creditors
Arrangement Act.  This extension is through October 29, 2010 and
was supported by PricewaterhouseCoopers Inc., the Court appointed
Monitor of the Company's CCAA process.


FREDDIE MAC: Terminate Ties With Florida Law Firm
-------------------------------------------------
American Bankruptcy Institute reports that Fannie Mae and Freddie
Mac terminated their relationships with a top Florida foreclosure
attorney on Tuesday, one day after the companies began taking back
loan files from the firm that has processed thousands of evictions
on behalf of the mortgage-finance company.

                         About Freddie Mac

Based in McLean, Virginia, Freddie Mac (NYSE: FRE)
-- http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and FHFA to continue operating its
business.  The Company received $6.1 billion and $30.8 billion in
June 2009 and March 2009, respectively, pursuant to draw requests
that FHFA submitted to Treasury on the Company's behalf to address
the deficits in the Company's net worth as of March 31, 2009, and
December 31, 2008, respectively.  As a result of funding of the
draw requests, the aggregate liquidation preference on the senior
preferred stock owned by Treasury increased from $14.8 billion as
of December 31, 2008, to $51.7 billion on December 31, 2009.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


FREDDIE MAC: S&P Says Fixing Fannie, Freddie Could Cost $700-Bil.
-----------------------------------------------------------------
With a growing portfolio of unsold homes, a sluggish economy,
stubbornly high unemployment, the prospect of rising foreclosures,
and billions in legacy losses, it appears unlikely in its view
that housing and mortgage markets will be able to operate normally
without continuing and substantial government involvement,
according to a report published by Standard & Poor's Ratings
Services titled "U.S. Government Cost To Resolve And Relaunch
Fannie Mae And Freddie Mac Could Approach $700 Billion."

That will likely mean further taxpayer support for Freddie Mac and
Fannie Mae, the government-sponsored enterprises that, along with
the Federal Housing Administration, now buy more than 90% of all
home loans compared to less than half before the crisis.

That support has so far come at a price, which S&P believes is
likely to rise substantially.  Standard & Poor's estimates that
the ultimate taxpayer cost to resolve Fannie Mae and Freddie Mac
could reach $280 billion, including the $148 billion already
invested -- money largely spent to make good on loans gone bad.
(Both GSEs are already in receivership.)

That $280 billion, however, could swell to $685 billion, by S&P's
estimate, with the establishment of a new entity to replace Fannie
and Freddie that the government would initially capitalize.


FX LUXURY: Slated for Nov. 8 Plan Confirmation
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FX Luxury Las Vegas I LLC is scheduled to confirm a
Chapter 11 plan on Nov. 8 where junior lenders will take
ownership.  The plan is a "compromise" between first- and second-
lien lenders, Lenard M. Parkins, Esq., at Haynes & Boone LLP, in
New York, counsel for the junior lenders, said in an interview.

Mr. Rochelle recounts that the case started on the settlement path
when U.S. Bankruptcy Judge Bruce A. Markell in Las Vegas took away
in June the current owners' exclusive right to propose a plan.
Exclusivity was ended at the request of the second-lien lenders,
represented by Mr. Parkins.

Mr. Rochelle relates that the Plan provides for these terms:

  -- In return for their $271 million in claims, the first-lien
     lenders will receive a new first-lien note for $188 million,
     representing the agreed value of the property, and a junior
     note for $71 million plus $7.5 million in accrued interest.
     Both notes will mature in six years with options for three
     one-year extensions.

  -- The second-lien lenders, owed $233 million, will take the
     new equity interest along with junior lenders who are
     providing $7.5 million in equity.

FX filed a prepackaged reorganization plan along with a Chapter 11
petition in April.  FX withdrew the plan after losing exclusivity.
The withdrawn plan would have given ownership to the first-lien
lenders if there wasn't a cash bid of at least $256 million.

                          About FX Luxury

New York-based FX Luxury Las Vegas I, LLC, fka Metroflag BP, LLC,
owns approximately 17.72 contiguous acres of real property located
at the southeast corner of Las Vegas Boulevard and Harmon Avenue
in Las Vegas, Nevada, which secures mortgage loans in the
aggregate principal amount of $454 million as of April 21, 2010.
FX Luxury is the remaining Las Vegas subsidiary of FX Real Estate
and Entertainment Inc.

The Company filed for Chapter 11 bankruptcy protection on
April 21, 2010 (Bankr. D. Nev. Case No. 10-17015).  Deanna L.
Forbush, Esq., at Fox Rothschild, LLP, assists the Company in its
restructuring effort as the Company's bankruptcy counsel.
Greenberg Traurig, LLP, is the Company's special counsel.  Sierra
Consulting Group, LLC, is the Company's financial advisor.

The Company disclosed $139,636,791 in assets and $492,568,036 in
debts at the time of the filing.


FX REAL ESTATE: Posts $11.4 Million Net Loss in Q3 2010
-------------------------------------------------------
FX Real Estate and Entertainment Inc. filed its quarterly report
on Form 10-Q, reporting a net loss of $11.4 million on
$4.4 million of revenue for the three months ended September 30,
2010, compared to a net loss of $10.4 million on $4.6 million of
revenue for the same period last year.

The Company said it is in severe financial distress and may not be
able to continue as a going concern.  The Company has no current
cash flow and cash on hand as of November 1, 2010, is not
sufficient to fund its short-term liquidity requirements,
including its ordinary course obligations as they come due.  The
Company's ability to continue as a going concern will depend on
whether or not the Company can successfully capitalize and
finance, implement and operate its new line of business based upon
the SkyView Technology.

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or  benefit.

The Company's balance sheet at September 30, 2010, showed
$142.3 million in total assets, $525.3 million in total
liabilities, and a stockholders' deficit of $383.0 million.

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

               http://researcharchives.com/t/s?6d57

As reported in the Troubled Company Reporter on April 15, 2010, LL
Bradford, in Las Vegas, 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 is in default under the mortgage loan, has limited
available cash, has a working capital deficiency and will need to
secure new financing or additional capital in order to pay its
obligations.

                       About FX Real Estate

FX Real Estate and Entertainment Inc.'s original business
consisted of owning and operating the Las Vegas Property (17.72
contiguous acres of land located at the southeast corner of Las
Vegas Boulevard and Harmon Avenue in Las Vegas, Nevada).  The Las
Vegas Property is currently occupied by a motel and several
commercial and retail tenants with a mix of short and long-term
leases.  The Company continued commercial leasing activities until
June 23, 2009, when as a result of the default under the first
mortgage loan, the first lien lenders had a receiver appointed to
take control of the property and, as a consequence, the Las Vegas
subsidiary no longer manages or operates the Las Vegas property.

On April 21, 2010, FX Luxury Las Vegas I, LLC, the Company's Las
Vegas subsidiary, filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Nevada (Case No. 10-17015).
The Bankruptcy Court terminated the Las Vegas subsidiary's
exclusivity to present a plan of organization or liquidation in
its Chapter 11 bankruptcy proceeding and is allowing interested
parties to present competing plans to the Bankruptcy Court.  The
first lien lenders and the second lien lenders had filed competing
plans of reorganization with the Bankruptcy Court prior to
October 12, 2010.

On September 10, 2010, the Company's wholly-owned subsidiary,
Circle Entertainment SV-I, LLC, entered into an Exclusive License
Agreement with William J. Kitchen and US ThrillRides, LLC,
Kitchen's wholly-owned corporate affiliate ("ThrillRides" and
together with Kitchen, the "ThrillRides Parties"), pursuant to
which the ThrillRides Parties have granted a worldwide exclusive
license to Circle Entertainment to use and commercially exploit
all of Kitchen's patents, ThrillRides' trademark and Kitchen's
other intellectual property, trade secrets and know-how pertaining
to all aspects of the adaptation of an observation wheel legally
known as a SkyView(TM) including, without limitation, its
engineering, design, development, construction, operation and
maintenance (collectively, the "SkyView Technology").

The SkyView Technology is expected to be the foundation of the
Company's new location-based entertainment line of business.  The
Company intends to commercially exploit the SkyView Technology by
owning and operating SkyViews through direct and indirect
subsidiaries for its own account and selling, licensing, operating
and maintaining SkyViews through direct and indirect subsidiaries
for the account of third parties.  The SkyView Technology and the
SkyViews remains under development.  No prototype has been built,
nor have any SkyViews been sold or sublicensed.


GAMETECH INT'L: Timoth Minard Resigns as President of Sales
-----------------------------------------------------------
Timothy J. Minard notified on October 27, 2010, GameTech
International Inc. of his resignation as the Company's President
of Sales and Emerging Markets, effective as October 7, 2010.  The
Company intends to retain Mr. Minard as a consultant to assist
with strategic initiatives, customer relationships, and other
transitional matters relating to the Company's VLT business unit
and is in active negotiations with Mr. Minard concerning the terms
of the proposed consulting arrangement.

The Company's Chief Executive Officer, William Fasig, will act as
the Company's interim principal sales executive, while the Company
conducts a search for a permanent replacement.

                  About GameTech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

GameTech International and Bank of the West and U.S. Bank
National Association entered on September 15, 2010, into a Second
Amendment to Forbearance Agreement and Fifth Loan Modification
Agreement with the Lenders, pursuant to which the Lenders agreed
to forbear from exercising certain rights available to them under
the Company's senior secured credit facility until October 31,
2010 or earlier upon the occurrence of:

   i) the resignation or termination of the Chief Executive
      Officer of the Company or Morris-Anderson & Associates,
      Ltd., as consultant to the Company; or

  ii) a subsequent default or breach of the Fifth Amendment.

The Fifth Amendment was entered into following the Company's
failure to make the following required payments of principal and
interest on August 31, 2010:

   i) a quarterly installment of principal under the term loan in
      the amount of $1,087,647;

  ii) a monthly installment of interest on the unpaid balance of
      the term loan in the amount of $68,230; and

iii) payment of the unpaid principal balance of the revolver in
      the amount of $750,000.


GALP GRAYRIDGE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: GALP Grayridge Limited Partnership
        c/o Law Offices of Matthew Hoffman, P.C.
        2777 Allen Parkway, Suite 1000
        Houston, TX 77019
        Tel: (713) 654-9990

Bankruptcy Case No.: 10-40007

Chapter 11 Petition Date: November 1, 2010

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

Judge: Jeff Bohm

Debtor's Counsel: Matthew Hoffman, Esq.
                  LAW OFFICES OF MATTHEW HOFFMAN, P.C.
                  2777 Allen Parkway, Suite 1000
                  Houston, TX 77019
                  Tel: (713) 654-9990
                  Fax: (713) 654-0038
                  E-mail: mhecf@aol.com

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

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

The petition was signed by Gary Gray, president of grayridge-1 GP,
Inc., general partner of Grayridge GP, L.P., general partner of
debtor.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
American Management Services LLC   Trade Debt              $86,493
2801 Alaskan Way, Suite 200
Seattle, WA 98121

O'Connor & Associates              Trade Debt              $78,813
2200 North Loop West, Suite 200
Houston, TX 77018

Harris County MUD #120             Trade Debt              $56,378
P.O. Box 690928
Houston, TX 77269

State Comptroller                  Trade Debt              $20,225

Find It Apartment Locators         Trade Debt              $19,616

LTD Landscaping & Supplies, Inc.   Trade Debt               $8,389

Centerpoint Energy                 Trade Debt               $8,479

Hudson Energy                      Trade Debt               $6,857

Steve Hamasaki                     Trade Debt               $6,570

Sherwin-Williams Co.               Trade Debt               $4,392

Reliant Energy                     Trade Debt               $4,364

Metro Houston Apartment Guide      Trade Debt               $3,398

C.K.I. Wholesale Lock Supply Inc.  Trade Debt               $3,291

WCA Waste Corporation              Trade Debt               $3,231

Terminix International             Trade Debt               $2,794

All Floors Carpet Cleaning         Trade Debt               $2,560

AAA Plumbers                       Trade Debt               $2,214

Mueller Water Conditioning         Trade Debt               $2,200

Criterion Brock                    Trade Debt               $2,186

Apartment Living Locators          Trade Debt               $2,002


GAS CITY: Can Use Bank of America's Cash Collateral Until Nov. 9
----------------------------------------------------------------
Gas City, Ltd., et al., sought and obtained authorization from the
U.S. Bankruptcy Court for the Northern District of Illinois to
amend a bridge order authorizing the limited use of the cash
collateral of Bank of America, N.A., until November 9, 2010.

On October 26, 2010, the Debtors asked the Court to be allowed to
use the cash collateral.

Prior to the commencement of the Chapter 11 Case, the Prepetition
Lender made certain loans and other financial accommodations to
the Debtors pursuant to (i) the February 1, 2005 Loan Agreement,
and (ii) the December 7, 2009 Loan Agreement.  As of the Petition
Date, the Debtors was indebted under the Prepetition Credit
Agreements in the approximate principal amount of $29.6 million,
plus interest accrued and accruing, costs, expenses, fees their
charges and other obligations.

Paul V. Possinger, Esq., at Proskauer Rose LLP, explained that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  Mr. Possinger said that the Debtors
have obtained a DIP financing commitment and are seeking court
approval of the DIP facility.  However, he said, the Debtors will
also use the Cash Collateral to provide additional liquidity.

As adequate protection for any diminution in value, the Debtors
will grant the Prepetition Lender additional and replacement
security interests and liens in and upon all existing and after
acquired assets of the Debtors.  In addition to the Replacement
Liens, the Debtors will grant the Prepetition Lender:

     a. an allowed superpriority administrative claim;

     b. payment of all fees and expenses of the Prepetition Lender
        and the DIP Issuer accrued from and after the Petition
        Date;

     c. payment to the Prepetition Lender of (i) prepetition
        accrued and unpaid professional fees of the Prepetition
        Lender, (ii) prepetition accrued and unpaid interest on
        the Prepetition Loan, and (iii) post-petition accrued
        interest on the Prepetition Loan, which will commence
        immediately, at a rate of approximately $30,000 per week;
        and

     d. payment to the Prepetition Lender of any earnout amounts
        actually received by the Debtors from its prepetition sale
        of the Tank Wagon division.

The Debtors will use the collateral pursuant to a budget, a copy
of which is available for free at:

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

An interim hearing on the Debtors' request to use cash collateral
will be held on November 9, 2010, at 8:00 a.m.

                           About Gas City

Frankfort, Illinois-based Gas City Ltd. -- http://www.gascity.net/
-- is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.  Gas
City filed for Chapter 11 bankruptcy protection on October 26,
2010 (Bankr. N.D. Ill. Case No. 10-47879), estimating assets at
$50 million to $100 million and debts at $100 million to $500
million.  Gas City's parent, William J. McEnery Revocable Trust,
filed a separate Chapter 11 petition.

Paul V Possinger, Esq., at Proskauer Rose LLP, and Daniel A
Zazove, Esq., at Perkins Coie LLP, assist the Debtors in their
restructuring effort.  A. Jeffrey Zappone at Conway Mackenzie is
the Debtors' chief restructuring officer.  Kurtzman Carson
Consultants is the Debtors' claims agent.


GAS CITY: Wants to Obtain DIP Financing From Bank of America
------------------------------------------------------------
Gas City, Ltd., et al., ask for authorization from the U.S.
Bankruptcy Court for the Northern District of Illinois to obtain a
post-petition letter of credit from Bank of America, N.A.

The DIP lenders have committed to provide up to $2,228,100.  A
copy of the DIP financing agreement is available for free at:


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

Paul V. Possinger, Esq., at Proskauer Rose LLP, explains that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  The DIP Letter of Credit in the
amount of $2,228,100 will be issued to Hanover as collateral for
surety bonds to be issued to appropriate licensing authorities in
the states of Illinois and Indiana, and municipalities therein, to
maintain motor fuel retail licenses and other licenses necessary
for ordinary course operations.

Prior to the Petition Date, the Debtors had obtained issuance of
certain surety bonds from Liberty Mutual Insurance Company in the
aggregate amount of approximately $2,970,800, to or for the
benefit of certain licensing authorities in the states of Illinois
and Indiana, and municipalities therein, statutorily required in
order to maintain essential licenses for the operation of the
Debtors' business.  In August 2010, Liberty Mutual issued notices
of termination of the bonds, effective as of October 2010.  Upon
the loss of the surety bonds, the Debtors face the loss of the
critical licenses in short order.  The Debtors require replacement
surety bonds as soon as possible, and the best terms that the
Debtors were able to locate for replacement bonds were from
Hanover.  To issue the bonds, Hanover requires partial
collateralization of the bonds in the form of a standby letter of
credit in the amount of $2,228,100 -- 75% of the face amount of
the surety bonds.  The Debtors recognized that the obligations
owed to Bank of America are secured by virtually all of the
Debtors' property.  The only realistic alternative was the
Prepetition Lender, who was unwilling to issue a new $2,228,100
letter of credit on a prepetition basis.  The Debtors determined
that either: (a) such alternative issuer either would need to
agree to issue a postpetition letter of credit without security,
or with security junior in priority to the liens of the
Prepetition Lender; or (b) the liens of Bank of America would have
to be primed in order to provide such security.  Bank of America
advised the Debtors' representatives that it wouldn't consent to
be primed by another letter of credit issuer.

The DIP facility will mature on November 26, 2010.  Upon any draw
of the DIP Letter of Credit, interest of the resulting
reimbursement obligation will accrue at a fluctuating rate per
annum equal to the DIP Issuer's publicly announced prime rate plus
8.00%.

The DIP Credit Agreement and all other obligations under or in
respect of the DIP Credit Agreement will be entitled to (a)
superpriority claim status and (b) will be secured by a first
priority perfected security interest in all of the existing and
after acquired real and personal, tangible and intangible assets.

The DIP lien is subject to a carve-out for U.S. Trustee and Clerk
of Court fees; up to $100,000 in fees payable to professional
employed in the Debtors' case; and fees of the committee in
pursuing actions challenging the DIP Lenders' lien.

The Debtors are required to pay these fees to Bank of America:
(a) letter of credit fee in the amount of the greater of 5% of the
DIP Letter of Credit Amount, or $50,000, plus (b) closing fee in
the amount of $25,000, fully earned and payable to the DIP Issuer
on the date of entry of the interim DIP court order.

HomeStar Bank and Financial Services, Old Second Bancorp, Inc.,
Integra Bank, N.A., and Centier Bank objected to the Debtors'
request.

Centier is represented by Synde B. Keywell -- skeywell@keywell-
law.com

Integra is represented by Ben T. Caughey --
Ben.caughey@icemiller.com -- at Ice Miller.

Old Second Bancorp is represented by Forrest B. Lammiman --
flammiman@mpslaw.com -- at Meltzer, Purtill & Stelle LLC.

HomeStar is represented by Ryan T. Schultz -- rschultz@fhslc.com -
- at Fox, Hefter, Swibel, Levin & Carroll, LLP.

                           About Gas City

Frankfort, Illinois-based Gas City Ltd. -- http://www.gascity.net/
-- is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.  Gas
City filed for Chapter 11 bankruptcy protection on October 26,
2010 (Bankr. N.D. Ill. Case No. 10-47879), estimating assets at
$50 million to $100 million and debts at $100 million to $500
million.  Gas City's parent, William J. McEnery Revocable Trust,
filed a separate Chapter 11 petition.

Paul V Possinger, Esq., at Proskauer Rose LLP, and Daniel A
Zazove, Esq., at Perkins Coie LLP, assist the Debtors in their
restructuring effort.  A. Jeffrey Zappone at Conway Mackenzie is
the Debtors' chief restructuring officer.  Kurtzman Carson
Consultants is the Debtors' claims agent.


GENERAL MOTORS: Execs Can Use Chartered Jets for IPO Sale
---------------------------------------------------------
Bill Vlasic, writing for The New York Times, reports that General
Motors Co. has met federal guidelines to use chartered aircraft as
early as Thursday to ferry managers on a "road show" promoting
GM's public stock offering, according to government and company
officials who declined to be identified.  The NY Times says it is
believed to be the first time that GM will use private jets for
business-related purposes since the government demanded that it
sell its fleet of corporate aircraft in 2008. As a condition for
accepting emergency federal assistance, GM has required its
executives to travel on commercial airlines.

                        About General Motors

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

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

At June 30, 2010, GM had $131.899 billion in total assets,
$101.00 billion in total liabilities, $6.998 billion in preferred
stock, and $23.901 billion in stockholders' equity.

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

                     About Motors Liquidation

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

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

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


GLOBAL ENERGY: Plan of Reorganization Wins Court Approval
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
Global Energy Holdings Group, Inc., et al.'s Plan of
Reorganization.

As reported in the Troubled Company Reporter on July 13, 2010, the
Plan contemplates the consolidation of the Debtors' estates for
the purposes of all actions associated with confirmation and
consummation of the Plan and Plan distributions.  The Plan is also
predicated upon the Debtors' sale of its property.  The net cash
proceeds of any of the sale transactions, after deduction of
reasonable and customary closing costs, will be used to pay
allowed claims of creditors.

Holders of general unsecured claims aggregating $3.5 million to
$4.0 million will be paid in cash from the liquidating trust.

Equity Interests will be cancelled on the effective date.

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

             About Global Energy Holdings Group, Inc.

Atlanta, Georgia-based Global Energy Holdings Group, Inc. --
http://www.gnhgroup.com/-- is a diversified renewable energy
company.  Global develops renewable energy projects, including
biomass gasification and landfill-gas-to-energy projects.

The Company filed for Chapter 11 on November 25, 2009 (Bankr. D.
Del. Case No. 09-14192).  Charles J. Brown, Esq. at Archer &
Greiner, P.C. represents the Debtor in its restructuring effort.
As of Sept. 30, 2009, the Debtor disclosed total assets of
$10.30 million and total debts of $5.27 million.


GLOBAL TEL*LINK: Recapitalization Won't Affect Moody's Ratings
--------------------------------------------------------------
Moody's Investors Service commented that the changes to Global
Tel*Link Corporation's proposed dividend recapitalization
transaction will not impact the B2 Corporate Family Rating, B1
rating on the proposed $455 million first lien credit facilities
(increased from $435 million previously), or Caa1 rating on the
proposed $105 million second lien term loan (decreased from
$160 million previously).  The revisions reduce total debt by
$35 million and debt service obligations by about $6 million per
year.  The rating outlook remains negative and continues to
reflect reduced flexibility pro forma for the transaction.

Moody's most recent action on GTL occurred on October 13, 2010.
At that time, Moody's affirmed the company's B2 Corporate Family
Rating.

Based in Mobile, Alabama, Global Tel*Link Corporation provides
telecommunications services to correctional facilities.  GTL
acquired the former MCI corrections division from Verizon in July
2007; Digital Solutions, Inc., in June 2010; and announced plans
to acquire Public Communications Services, Inc., in October 2010.
Pro forma for these acquisitions, GTL will serve almost 2 thousand
facilities and over 1 million inmates in 46 states, and have
annual revenue of slightly over $500 million.


GREEN ENDEAVORS: Posts $87,900 Net Loss in September 30 Quarter
---------------------------------------------------------------
Green Endeavors, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $87,904 on $548,385 of revenue for the
three months ended September 30, 2010, compared to a net loss of
$199,815 on $524,797 of revenue for the same period last year.

The Company's balance sheet at September 30, 2010, showed
$1.2 million in total assets, $4.3 million in total liabilities,
and a stockholders' deficit of $3.1 million.

Green Endeavors says its net loss and negative working capital of
$968,099 at September 30, 2010, raise substantial doubt about its
ability to continue as a going concern.

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

               http://researcharchives.com/t/s?6d5b

                      About Green Endeavors

Salt Lake City, Utah-based Green Endeavors, Inc., runs two hair
care salons that feature Aveda(TM) products for retail sale.


GULFSTREAM INT'L: Files for Chapter 11 in Florida
-------------------------------------------------
Gulfstream International Group, Inc., on November 4 filed for
voluntary financial restructuring under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 10-44131) to
restructure its debt and secure long-term financing.

The Company said Gulfstream International Airlines flights and
passengers are unaffected by the bankruptcy filing in Fort
Lauderdale, Florida.

"We are operating our full schedule of flights and honoring all
tickets and reservations," said David Hackett, Gulfstream
President and CEO.  "Our passengers and employees are not impacted
by this legal filing."

Gulfstream said it had arranged up to $5.0 million in debtor-in-
possession financing from Victory Park Capital Advisors, an
alternative asset management firm with headquarters in Chicago,
subject to court approval.

"This represents the first step in securing the right long-term
financing, which would allow us to acquire our fleet of aircraft,
improve our cost structure and position us for future growth," Mr.
Hackett said.

"This restructuring with the new capital investment by Victory
Park means that Gulfstream will be much stronger than today."

Gulfstream asked the bankruptcy court to allow it to pay all of
its approximately 600 employees any pre-petition wages and
continue all wage and benefit programs. The company does not
anticipate any layoffs directly related to the filing.

Gulfstream operates 23 Beechcraft 1900D, 19-passenger aircraft
with more than 150 daily flights to 18 destinations in Florida and
the Bahamas and 6 destinations from Cleveland, Ohio, under the
Department of Transportation's Essential Air Service Program.

"While we have seen strong year-over-year improvements, the impact
of our borrowing in the last several years to cope with
consistently high fuel costs and the economic impact of declining
traffic made it too difficult for the company to continue to meet
its debt repayment needs," Mr. Hackett said.  "Essentially, the
company needed additional financing and investment in order to
continue to meet debt requirements and fund current operations.
Gulfstream received strong interest from a number of investment
sources; however, all of them noted the need to restructure the
balance sheet through Chapter 11 prior to making those
investments.

"We are committed to maintaining business as usual, including the
highest standards of safety and operational reliability,"
Mr. Hackett said.  "Gulfstream's employees are the best in the
business and give their all every day.  Our intent is to use the
restructuring process to strengthen our company to ensure a great
future for our employees."

The Debtors have tapped the law firm of Berger Singerman P.A. as
lead bankruptcy counsel.  Jetstream Aviation Capital's Stuart A.
Klaskin is the financial advisor.  The Garden City Group Inc. is
serving as claims and notice agent.

                        Road to Bankruptcy

Mr. Hackett said in an affidavit filed with the Bankruptcy Court
that from 2003 until 2007, the airline experienced strong growth
and consistent profitability.  The Company completed an IPO in
December 2007, raising $5.5 million to pay off debt and provide
additional working capital.  In late 2008 and the first half of
2009, the airline posted "excellent financial results."

In the second half of 2009 and the first half of 2010, results
form operations declined as fuel prices climbed, and more
significantly, the Company experienced a decline in revenues due
to weak passenger demand in light of the recession and new
competition in several key markets.

Early this year, the Company obtained a $1.5 million investment
from a group of private investors known as SVSP.  As part of the
investment, SVSP was granted an option, exercisable during the
90-day period through December 8, 2010, to lend an additional $1
million to the Company in exchange for an additional $1 million
secured convertible promissory note and an additional warrant for
up to 500,000 shares of commons stock.  The Company relied on
representations by SVSP regarding the additional funding.
"Unfortunately, SVSP failed to provide the remaining $1 million,
leaving the Company in an extraordinary difficult cash flow
position at the end of October."

                    About Gulfstream International

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

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

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


HALCYON HOLDING: Judge Allows but Cuts Co-Executives' Pay
---------------------------------------------------------
A federal judge has agreed to let each of the two men behind
Halcyon Holding Group LLC receive compensation for the duration of
the production company's bankruptcy case -- albeit, at a lower
rate than originally requested, Dow Jones' DBR Small Cap reports.

According to the report, Judge Ernest M. Robles of the U.S.
Bankruptcy Court in Los Angeles recently signed an order
authorizing Halcyon to pay Derek Anderson and Victor Kubicek
$8,000 a month each for the remainder of the company's bankruptcy
case.  The report relates that Halcyon had originally requested
that it be able to pay the two men $12,500 a month, explaining
that Anderson and Kubicek had led the company as co-chief
executives since 2006 and have continued their roles throughout
Halcyon's bankruptcy case.  According to Halcyon, the report
notes, the two men deserved the proposed salary because they have
assisted Halcyon's bankruptcy professionals with pending
litigation involving the production company and are reviewing
claims filed against the business.

                          About Halcyon Holding

Halcyon Holding acquired the Terminator franchise in 2007 for
about $25 million.  It had been working on the concept for a fifth
Terminator film when it filed for bankruptcy.

Halcyon Holding Group LLC and two affiliated companies
filed Chapter 11 petitions on Aug. 17, 2009, in Los Angeles,
California (Bankr. C.D. Calif. Case No. 09-31854).  Halcyon said
it has between $50 million and $100 million in both assets and
debts.

Halcyon filed for bankruptcy the same day it launched a court
battle with Pacificor, which provided funding for its film.
Halcyon sued Pacificor and one of its former employees. The suit
was filed after Halcyon's owners failed to make a payment demanded
by Pacificor.


HARBINGER GROUP: Moody's Assigns 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and a B3 probability of default rating to Harbinger Group, Inc.
Moody's also assigned a Caa1 rating to the $325 million senior
secured notes issued by HRG and an SGL 3 speculative grade
liquidity rating.  Proceeds from the secured notes will be used
for working capital and general corporate purposes, including the
financing of acquisitions, and investments.  The rating outlook is
stable.  The ratings and rating outlook are subject to the receipt
of all final documentation and are subject to the completion of
the proposed note offering.

HRG is a holding company that is majority owned by Harbinger
Capital and its related entities ("Harbinger Parties").  The
company's principal focus is to identify and evaluate business
combinations or acquisitions.  On September 10, 2010, HRG entered
into an exchange agreement with Harbinger Parties pursuant to
which it will issue approximately 119.9 million shares of its
common stock to Harbinger Parties in exchange for approximately
27.8 million shares of Spectrum Brands Holdings' common stock (the
"Spectrum Brands Acquisition").  HRG expects the Spectrum Brands
Acquisition to close by the first quarter of 2011, after which HRG
will own over 54% of Spectrum's common stock.

                        Ratings Rationale

The B3 corporate family rating reflects the effective
subordination of HRG to the direct claims on the assets and cash
flows of Spectrum Brands, HRG's only current subsidiary, which is
rated B2.  HRG's nascent history and lack of any committed cash
flows until at least 2012 is also factored into the rating.  The
likelihood of HRG making additional acquisitions is considered as
is the potential diversification benefits of future acquisitions.

Spectrum Brands' B2 corporate family rating reflects its size with
revenue around $3 billion and good product diversification with
products ranging from personal care items, to pet supplies and
small appliances.  Spectrum's rating also reflects the general
stability in its operating performance during the recession and
Moody's expectation that credit metrics will continue improving in
the near to mid-term.  Spectrum's good liquidity profile is also
reflected in the rating as is its increasing international
penetration and its decision to exit the highly weather dependent
fertilizer and growing media business.  The highly competitive
battery industry with Spectrum competing against bigger and better
capitalized competitors is a restraint to the rating.

"Moody's expects HRG to use a combination of debt, cash and equity
to fund future acquisitions across various industries," said Kevin
Cassidy, Senior Credit Officer at Moody's Investors Service.
"Unlike Spectrum Brands, which is not expected to have dividend
capacity until 2012, future acquisitions would likely be able to
pay dividends sooner or the rating may be pressured" Cassidy
added.

The SGL 3 liquidity rating reflects the sizeable cash balances of
about $450 million proforma for the transaction and the cash
collateralization of the first year interest expense (expected to
be about $35 million).  The major restraint to the SGL 3
speculative grade liquidity rating is the inability to service the
debt out of operating cash flow for the next two years because
Spectrum Brands, the only current subsidiary, is not expected to
have dividend capacity until 2012.  The lack of a committed
revolving credit facility is also a significant constraint on
liquidity, although not having any near term debt maturities help
(notes mature in 5 years).

The Caa1 rating on the senior secured notes reflects the
structural subordination of the notes to the subordinated notes of
Spectrum Brands, which are rated Caa1, while at the same time
recognizing that the notes have a call on HRG's cash, which
Spectrum's bond holders do not have.  Only the obligations of HRG
are included in Moody's loss given default notching template.  A
permanent one notch override was applied to the LGD notching
template.

The stable outlook reflects the stable credit profile of Spectrum
Brands (its only current subsidiary) and Moody's view that HRG
will likely invest in companies that also have viable credit
profiles and are able to pay dividends to HRG.  The stable outlook
further reflects Moody's expectation that HRG will maintain an
adequate liquidity profile even as it deploys the proceeds from
the debt offering to fund future acquisitions.  An upgrade in the
company's ratings is unlikely in the near-term because of the
company's limited history and because of the rating of its only
subsidiary.  However, an upgrade to Spectrum's rating and/or the
acquisition of other businesses in different industries with
strong credit profiles could warrant a change in the outlook to
positive.  Absent a downgrade to Spectrum's rating, which is
unlikely in the near term given the positive outlook, a downgrade
in the corporate family rating is not likely in the near to mid-
term.  The ratings outlook would be negatively impacted if HRG
were to make additional acquisitions that were not able to pay
dividends.  If additional senior debt were added to the capital
structure, a one notch down grade to the senior secured notes
might occur.

These ratings were assigned:

  -- Corporate Family Rating at B3;
  -- Probability of Default Rating at B3;
  -- $325 million senior secured notes rating at Caa1 (LGD3, 44%);
  -- Speculative grade liquidity rating at SGL 3

Located in New York City, HRG is a holding company that is
majority owned by the Harbinger Group and its related entities.
The company's principal focus is to identify and evaluate business
combinations or acquisitions of businesses.  The company has not
generated any revenue year-to-date.  However, proforma for the
Spectrum Brands Acquisition, revenue for the year ended
December 31, 2009, would have been roughly $3 billion.


HAWKER BEECHRAFT: To Launch Cost Reduction Program
--------------------------------------------------
Hawker Beechcraft Acquisition Company LLC announced on October 22,
2010, it would implement a cost reduction and productivity
program.

The first part of the program consists of the immediate
termination of approximately 8% of its salaried employees.  The
Company expects the pre-tax severance and related costs associated
with the termination of these salaried employees to be $3 million.
The Company anticipates those costs to be incurred in the fourth
quarter of 2010.

The second part involves reducing the Company's factory and shop
work forces by approximately 800 employees over a period of time.
The second part of the program is expected to be completed by
August 2011 and will result in the closure of several of the
Company's facilities in Wichita, Kansas and the outsourcing of
certain operations.  The program is expected to result in the
transfer of the work performed at the facilities being closed to
third party suppliers or the Company's manufacturing operations
in Mexico.  The costs related to the reduction in the Company's
factory and shop work force and other associated costs cannot yet
be estimated.

The decision to implement the program was based on continuing
challenging economic conditions affecting the Business and General
Aviation division of the Company and the desire to provide
resources for long term investment for the Company's future.

The Company will provide additional estimates, or ranges of
estimates, concerning the costs and charges expected to be
incurred in connection with the remainder of the program as
additional information becomes available.

                      About Hawker Beechcraft

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

The Company's balance sheet at March 28, 2010, showed
$3.41 billion in total assets, $3.36 billion in total
liabilities, and stockholders' equity of $56.5 million.

Hawker Beechcraft reported a net loss of $63.4 million on $568.2
million of total sales for the three months ended March 28, 2010,
compared with net income of $53.1 million on $537.6 million of
sales for the three months ended March 29, 2009.


HELLER EHRMAN: Former Attorney's Claim Denied Priority Status
-------------------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy judge has denied
priority status to the claim of ex-Heller Ehrman LLP chair Julian
Stern, lumping the entirety of the attorney's $356,000 claim
against the shuttered law firm into the general unsecured
category.

Law360 says Judge Dennis Montali of the U.S. Bankruptcy Court for
the Northern District of California issued the order Monday,
sustaining the debtor's objection relating to Stern's $11,000
priority claim.

                       About Heller Ehrman, LLP

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.

Heller Ehrman filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif., Case No.
08-32514).  Members of the firm's dissolution committee led by
Peter J. Benvenutti approved a plan dated September 26, 2008, to
dissolve the firm.  The Hon. Dennis Montali presides over the
case.  Pachulski Stang Ziehl & Jones LLP assists the Debtor in its
restructuring effort.  The Official Committee of Unsecured
Creditors is represented Felderstein Fitzgerald Willoughby &
Pascuzzi LLP.  The firm estimated assets and debts at $50 million
to $100 million.  According to reports, the firm still had roughly
$63 million in assets and 54 employees at the time of its filing.


IAG LLC: Case Summary & Largest Unsecured Creditor
--------------------------------------------------
Debtor: IAG, LLC
        15 Shire Drive
        Norfolk, MA 02056

Bankruptcy Case No.: 10-22021

Chapter 11 Petition Date: November 2, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Natalie B. Sawyer, Esq.
                  HANIFY & KING, P.C.
                  One Beacon Street, 21st Floor
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  E-mail: nbs@hanify.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Town of Norfolk                                  Unknown
1 Liberty Lane
Attn: Cheryl Kelley
Norfolk, MA 02056

The petition was signed by Peter C. Banks, manager.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Boston CEI, LLC                        10-16502    06/15/10
Norfolk CEI, LLC                       10-22025    11/02/10


INDIANAPOLIS DOWNS: Missed Payment Cues S&P's Rating Cut to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Indianapolis, Ind.-based Indianapolis Downs LLC to 'D'
from 'CCC', following the missed interest payment on the company's
$375 million second-lien notes.  S&P also lowered its issue-level
rating on the second-lien notes to 'D' from 'CCC'.  The recovery
rating on the notes remains unchanged at '4'.

S&P also lowered its issue-level rating on the company's secured
first-lien credit facilities to 'CCC-' from 'B-' (the recovery
rating remains at '1').  Lastly, the rating on the company's
$50 million senior subordinated secured notes was lowered to 'C'
from 'CC' (the recovery rating remains at '6').

The rating actions stem from Indianapolis Downs' confirmation that
it did not make the interest payment on its senior secured second-
lien notes, which was due on Nov. 1, 2010.  A payment default has
not occurred relative to the legal provisions of the notes since
there is a 30-day grace period to make the payments.  However,
Standard & Poor's  considers a default to have occurred when a
payment related to an obligation is not made, even if a grace
period exists, when the nonpayment is a function of the borrower
being under financial stress--unless S&P is confident that the
payment will be made in full during the grace period.  As S&P is
not confident in Indianapolis Down's ability to make the interest
payment within 30 days, S&P has lowered the rating to 'D'.

While the company has not yet missed a payment on its first-lien
senior secured credit facilities or senior subordinated secured
notes, if the interest payment on the second-lien senior secured
notes is not made prior to the expiration of the 30-day grace
period under the indentures, the noteholders or trustee will have
the right to accelerate the indebtedness, which would result in a
cross-default under the first-lien credit facilities and senior
subordinated secured notes.  Therefore, S&P lowered its issue-
level ratings on the first-lien credit facility and senior
subordinated secured notes.

Indianapolis Downs LLC owns and operates the Indiana Live! Casino.
The permanent facility, which opened to the public on March 13,
2009, offers 2,000 slot machines and electronic table games,
several branded dining and entertainment options, and a covered
parking garage.  The casino initially opened as a temporary
facility on June 9, 2008, offering 1,898 slot machines, as well as
various food and beverage amenities.


INNKEEPERS USA: Lenders Oppose Paying Fried Frank Lawyers
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Innkeepers USA Trust will face opposition from both
secured lenders to the proposal to pay Fried Frank Harris Shriver
& Jacobson LLP to advise a newly formed special committee to make
recommendations to the board of directors about a Chapter 11 plan.

According to the report, Midland Loan Services Inc., as servicer
for $825 million in mortgage debt on 45 of Innkeepers' properties,
notes that Fried Frank may not be independent because the firm, in
other matters, represents Apollo Investment Corp. and Lehman
Brothers Holdings Inc.  Apollo is the current owner, and Lehman's
subsidiary Lehman Ali Inc. is the holder of $238 million in
floating-rate mortgages on 20 properties. The bankruptcy judge
early in the case nixed a proposal where Apollo and Lehman would
have taken ownership through a Chapter 11 plan crammed down on
Midland.

Mr. Rochelle relates Lehman also opposes the retention.  Lehman
and Midland alike don't consent to allowing revenue subject to
their liens to be used to pay Fried Frank's fees.  Both lenders
also oppose the idea of not having Fried Frank's fees subject to
review by the bankruptcy judge.  Both lenders contend that having
another large law firm is not justified when Innkeepers is already
represented by Kirkland & Ellis LLP, one of the country's foremost
law firms.

The Court will hold a hearing on the Fried Frank issue on
November 10.

                   About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affiliates filed for
Chapter 11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent.  The petition estimated assets and debts of more
than $1 billion as of the bankruptcy filing.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.


INNKEEPERS USA: Midland Loan Wants Exclusivity Terminated
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge in Innkeepers USA Trust's case
will rule November 10 on a motion by Midland Loan Services Inc. to
terminate Innkeepers' exclusive right to propose a reorganization
plan.  Midland is working on its own reorganization plan to be
financed by selling new stock for $236 million to Five Mile
Capital Partners LLC.

Mr. Rochelle recounts that in August Judge Shelley C. Chapman
refused to allow Innkeepers to lock in an agreement where the new
equity would have been split between Apollo and Lehman.

Innkeepers USA and its units are seeking an extension of their
exclusive periods to file and solicit acceptances for the proposed
Plan of Reorganization until March 16, 2011, and May 15,
respectively.  The Debtors said they have taken steps to promote
their plan process, including, among other things:

   -- The Board of Trustees of Innkeepers USA Trust established a
      committee consisting of its independent trustees to
      facilitate the Debtors' plan process.  Pursuant to
      resolutions adopted by the board, the independent committee
      will explore and preliminarily vet all plan-related
      proposals.

   -- The Debtors met with their key stakeholders and others -
      including their secured lenders, the official committee of
      unsecured creditors, the ad hoc committee of preferred
      shareholders, and Five Mile Capital Partners LLC, party
      considered as potential stalking horse, and plan sponsor, -
      to develop a path forward that maximizes the value of the
      entire enterprise and takes into account the diverse views
      of their many stakeholders.

   -- The Debtors provided all of these parties access to their
      online data room and are facilitating due diligence.

The Debtors also said that Moelis & Company, their financial
advisor, discussed a range of options for the board to consider
from a potential recapitalization of the Debtors' reorganized
enterprise to transactions involving the sale of hotels on a
property-by-property basis.

The Debtors need more time to allow interested parties to complete
their diligence so that the Debtors, their stakeholders, and
potential interested parties are able to negotiate with sufficient
information about the terms of a consensual restructuring.

                   About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affiliates filed for
Chapter 11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent.  The petition estimated assets and debts of more
than $1 billion as of the bankruptcy filing.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.


INTERPUBLIC GROUP: S&P Gives Positive Outlook, Affirms 'BB' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
New York City-based Interpublic Group of Cos. Inc., to positive
from stable.  Ratings on the company, including the 'BB' corporate
credit rating, were affirmed.

"The outlook revision reflects good operating results in the third
quarter of 2010, as well as continued expansion in the
consolidated EBITDA margin, which was 10.1% for the 12 months
ended Sept. 30, 2010," said Standard & Poor's credit analyst
Michael Altberg.

In S&P's opinion, visibility into 2011 remains limited, as year-
over-year comparisons are becoming more difficult.  However,
barring unexpected deterioration in ad spending, S&P believes the
company should continue to modestly improve the EBITDA margin over
the intermediate term.  S&P could raise the rating over the next
12 months if the company could achieve and sustain an EBITDA
margin (treating stock compensation as an expense) of at least 11%
while maintaining strong liquidity, which, in S&P's opinion, would
entail consistent positive organic revenue growth, and continued
positive net new business wins.

The 'BB' rating reflects S&P's continued uncertainty regarding
IPG's near-term revenue trends due to the weak economy (especially
in parts of continental Europe), the task of rebuilding the EBITDA
margin amid client and competitive pressures on agency
compensation, underperformance at certain agencies, and IPG's
lower EBITDA margin and cash generation than peers'.  IPG's broad
business mix of traditional advertising and marketing services,
progress with business wins, and very strong cash balances are
positive considerations in the rating that, in S&P's view, only
partially offset the negative factors.


JASON PAN: Voluntary Chapter 11 Case Summary
--------------------------------------------
Joint Debtors: Jason Pan
               Amy Pan
               1109 Boylston Street
               Brookline, MA 02467

Bankruptcy Case No.: 10-22040

Chapter 11 Petition Date: November 2, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Michael Van Dam, Esq.
                  VAN DAM & TRAINI, LLP
                  60 William Street, Suite 300
                  Wellesley, MA 02481
                  Tel: (617) 969-2900
                  Fax: (617) 964-4631
                  E-mail: mvandam@trainilaw.com

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

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

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


JOSEPH LOOMIS: Creditor Fails in Bid to Enforce Settlement
----------------------------------------------------------
The Hon. Leonie M. Brinkema of the U.S. District Court for the
Eastern District of Virginia denies the request of Intersections,
Inc., et al., to enforce a settlement agreement with Joseph C.
Loomis and his sister, Jenni M. Loomis.  Judge Brinkema finds that
no enforceable settlement agreement was reached by the parties.

Intersections sued the Loomises over its $14 million purchase of
Net Enforcers, Inc., owned by Joseph Loomis.  Intersections
alleges that the Loomises conspired to provide inaccurate and
fraudulent information regarding NEI's business and financial
condition to induce Intersections to pay more for NEI's stock than
it was worth.

After a lengthy settlement conference before Magistrate Judge
Buchanan, the parties reached an agreement, in principle.
However, no written settlement agreement was ever signed at the
January 14, 2010 mediation.

The case is Intersections, Inc., et al., Plaintiffs, v. Joseph C.
Loomis, Jenni M. Loomis, Defendants, case no. 09-cv-597 (E.D.
Va.)., and a copy of the District Court's memorandum opinion
November 3, 2010, is available at http://is.gd/gHZw7from
Leagle.com.

Chandler, Arizona-based Joseph Charles Loomis filed for Chapter 11
bankruptcy protection on January 26, 2010 (Bankr. D. Ariz. Case
No. 10-01885).  Gerald K. Smith, Esq., at Gerald K. Smith and John
C. Smith Law OFC, assists the Debtor in his restructuring effort.
The Debtor disclosed $10,283,589 in assets and $5,349,932 in debts
as of the Petition.

As reported by the Troubled Company Reporter on October 12, 2010,
the Debtor sought an extension of his exclusive right to file and
obtain acceptances of a proposed plan of reorganization until
January 26, 2011, and March 26, respectively.  The Debtor said he
needs time to analyze the prospects of sale or rental of his
properties in the near future.


LANDRETH LUMBER: Payments to MRH "in the Ordinary Course"
---------------------------------------------------------
The Hon. David R. Herndon, Chief District Judge of the U.S.
District Court for the Southern District of Illinois, affirms a
bankruptcy court's decision in Robert E. Eggmann, Trustee,
Landreth Lumber Company Creditor Trust, v. MRH Corp., Case No.
10-7 (S.D. Ill.).

The Chapter 11 Trustee sued MRH to recover $25,841.32 paid to MRH
for fuel purchased within the 90 days before the bankruptcy
filing.  MRH argued that the payments were made in the ordinary
course of business as both parties had operated on a handshake
agreement whereby MRH provided fuel to Landreth and distributed
invoices at the beginning of the month and, in turn, Landreth paid
the invoices at the end of the month or the beginning of the
following month.  MRH alleged that this business relationship had
continued, with little deviation, from 1985 until Landreth filed
its bankruptcy petition.

The Bankruptcy Court held that MRH has established by a
preponderance of the evidence that all payments made during
the preference period were in the ordinary course of business
between the parties as required by 11 U.S.C. Sec. 547(c)(2).
The Chapter 11 Trustee appealed.

A copy of Judge Herndon's Memorandum and Order, dated October 29,
2010, is available at http://is.gd/gIeAXfrom Leagle.com.

                       About Landreth Lumber

Based in Bunker Hill, Illinois, Landreth Lumber Company --
http://www.landrethlumber.com/-- provides a complete line of
lumber, building materials and related items for construction and
building projects.  In addition to its full line of lumber,
millwork, kitchen, and hardware items, Landreth also sells and
installs garage doors and insulation.

Landreth filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ill.
Case No. 07-30466) on March 8, 2007.  Its affiliate, Jacksonville
Wholesale, Inc., filed a separate petition (Bankr. S.D. Ill. Case
No. 07-30467).  Laura K. Grandy, Esq., at Mathis Marifian Richter
and Grandy Ltd., in Belleville, Illinois, served as counsel to the
Debtors.  Landreth Lumber estimated $1 million to $100 million in
both assets and debts in its petition.  Jacksonville Wholesale
estimated under $50,000 in assets and $1 million to $100 million
in debts in its petition.


LEAP WIRELESS: Moody's Gives Negative Outlook; Keeps 'B2' Rating
----------------------------------------------------------------
Moody's Investors Service has revised its outlook for Leap
Wireless International Inc. to negative from stable reflecting the
challenges and difficulty that Moody's believes the Company will
face in stabilizing its operating performance and maintaining
credit metrics consistent with the B2 Corporate Family Rating.

Leap Wireless International, Inc.

  -- Corporate Family Rating - B2
  -- Probability of Default Rating - B2
  -- Sr. Unsec. Conv. Notes, 4.5% due 7/2014 - Caa1, LGD-6 (95%)
  -- SGL / Short-Term Rating - SGL-1
  -- Outlook - Negative

Cricket Communications, Inc.

  -- Sr. Secured Notes, 7.75% 5/2016 - Ba2, LGD-2 (15%)
  -- Sr. Unsec. Notes, 10%, 7/2015 - B3, LGD-4 (67%)

                        Ratings Rationale

The B2 rating derives support from a strong liquidity profile and
the company's valuable spectrum assets.  Nevertheless, Moody's is
concerned that Leap's financial and operating performance have
deteriorated recently as intense competition, market saturation
and operational missteps have resulted in subscriber losses and a
rapid deceleration of revenue growth.  During the second and third
quarters of this year, the Company's operating performance has
fallen well short of Moody's expectations and Moody's no longer
expect the Company to turn free cash flow positive in the second
half of 2010.  Moody's Senior Vice President Dennis Saputo
comments, "Leap finds itself in a challenging position with
declining gross adds, high churn and little to no market pricing
power." Leap's subscriber growth has slowed and Moody's estimates
that net adds for FY'10 will be less than 300,000, a steep drop
from 942,000 in FY'08 and 1,124,000 in FY'09.  ARPU (average
revenue per user) has followed the negative trend and has weakened
margins.  "This combination of forces is likely to cause a
material deterioration in Leap's credit profile if current trends
do not reverse," Saputo added.

Specifically, Moody's is concerned that ARPU will continue to
weaken while churn remains elevated.  Leap's countermeasures
include promoting its "All-In-Monthly" service plans, eliminating
reactivation and other fees, up-selling higher priced data plans,
expanding its selection of smartphones, accessing a broader market
via "Big-Box" stores and offering nation-wide coverage.  If these
initiatives are unsuccessful and churn remains high, the resulting
weak cash flows will be insufficient to fund the company's current
LTE network upgrade plan (which is scheduled to be substantially
completed in early 2013) and could cause Debt to EBITDA to
increase to above 6.0 times.

Although Leap's 3G network will remain active for several years,
Moody's believe that a 4G network such as LTE will be needed to
compete for customers who increasingly demand data services and
Leap has indicated it plans to provide this capability broadly
during 2012.  While Moody's do believe that wholesale partnerships
for 4G services may be an effective stop-gap for Leap should it
choose to limit its capital spending to conserve cash, Moody's
also view the wholesale model as having little economic benefit
for the non-facilities-based carrier who leases capacity.

The two most important factors that will influence Leap's future
cash flows are churn and ARPU.  If current trends continue, the
rating will likely face downward pressure in the near term,
barring any changes in the current growth profile or
revenue/EBITDA model.  Specifically, if churn remains above 4.5%
and ARPU stays below $37 the rating will be at risk.  Management
believes that it can alter the current trajectory for both these
metrics and that they have taken the appropriate steps to do so
during the second half of 2010.

Moody's last rating action for Leap Wireless International, Inc.,
was on May 28, 2009, when the company's $1.1 billion senior
secured notes were rated Ba2.

Leap Wireless International Inc. is a regional U.S. wireless
operator offering an unlimited service for a flat monthly fee to
about 5.4 million subscribers in 35 states and the District of
Columbia, through Cricket Communications, Inc., and its operating
subsidiaries.  The company is headquartered in San Diego, CA.


LEAP WIRELESS: S&P Affirms 'B-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed all ratings on
San Diego-based Leap Wireless International Inc., including its
'B-' corporate credit rating and issue-level ratings for Leap and
its subsidiary Cricket Communications Inc.  S&P also revised the
outlook on the company to stable from positive.

"The outlook revision to stable indicates that S&P no longer
believe there is a greater than one-third chance of an upgrade
over the next year," explained Standard & Poor's credit analyst
Catherine Cosentino.  In S&P's view, intense competition in the
prepaid wireless sector and near-term business challenges will
likely prevent Leap from sufficiently improving its financial
metrics over the next year, including reducing adjusted leverage
below 6x.


LENNAR CORP: Said to Raise $800MM for Distressed Real Estate Unit
-----------------------------------------------------------------
John Gittelsohn and Jonathan Keehner, writing for Bloomberg News,
report that Lennar Corp. is seeking to raise about $800 million
from private investors to add funds to its distressed real estate
unit, according to three people briefed on the matter.  Bloomberg
reports that two of the people, who asked not to be named because
the discussions are private, said a first tranche of the offering
is being marketed to U.S. and Canadian investors and is expected
to close by the end of November.

Bloomberg notes Lennar has been expanding its distressed real
estate arm, Rialto Investments, as demand for new houses slumps.
The company bought a 40% stake in a $3 billion portfolio of loans
auctioned by the Federal Deposit Insurance Corp. in February, and
said in October it acquired an additional $740 million of
distressed loans and property from financial institutions.

"During the last quarter, Rialto represented almost a quarter of
the company's bottom line," Bloomberg quotes Michael Kim, an
analyst at CRT Capital Group LLC in Stamford, Connecticut, as
saying.  "This business could act as a hedge against further
weakness in the new home construction market."  Mr. Kim rates
Lennar "buy."

Bloomberg says Jeffrey Krasnoff, chief executive officer of
Rialto, declined to comment.

                        About Lennar Corp.

Founded in 1954 and headquartered in Miami, Lennar Corp. is the
third-largest U.S. homebuilder by revenue.  Total revenues and net
loss for the 2009 fiscal year that ended November 30, 2009, were
$3.1 billion and ($417) million, respectively.

As reported by the Troubled Company Reporter on October 15, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lennar Corp. to 'B+' from 'BB-'.  At the same time, S&P
lowered its issue ratings on the company's $2.4 billion senior
unsecured notes to 'B+' from 'BB-'.  Lastly, S&P revised the
outlook to stable from negative.

"S&P lowered its ratings on Lennar after the homebuilder drew down
its unrestricted cash balance to fund a sizeable investment in
three portfolios of distressed real estate assets," said credit
analyst James Fielding.  "S&P's ratings reflect its opinion that
Lennar maintains an aggressively leveraged profile, including a
liquidity position that S&P views to be more constrained than
similarly rated homebuilders."

S&P revised its outlook to stable to reflect its expectation for
breakeven or modestly profitable homebuilding operations at
current low sales levels.  S&P would raise its rating by one notch
over the next 12 months if profitability improves more quickly
than S&P currently expect (such that debt-to-adjusted EBITDA moves
much closer to 4.0x), and the company builds sufficient liquidity
to meet maturities and working capital needs through 2013.  S&P
would lower S&P's rating by one or more notches if working capital
needs, including investments in the Rialto segment, are larger
than S&P currently anticipates, such that unrestricted cash and
forward two-year FFO estimates were to fall significantly below
current levels.

As reported by the TCR on June 25, 2010, Fitch Ratings affirmed
Lennar's Issuer Default Rating at 'BB+'; Short-Term IDR at 'B';
and Senior unsecured debt at 'BB+'.  The Rating Outlook has been
revised to Stable from Negative.  The ratings affirmation and the
Outlook revision to Stable from Negative reflect the company's
strong liquidity position, improving operating results and
moderately stronger prospects for the housing sector this year.

The TCR on April 28, 2010, said Moody's Investors Service affirmed
Lennar's existing corporate family of B2, existing senior
unsecured note rating of B3, and speculative grade liquidity
rating of SGL-2.  The rating outlook was changed to positive from
stable.  The B2 corporate family rating considers that Lennar's
cash flow generation will be challenging to maintain as it
increases its investment in land and distressed assets in 2010 and
beyond.  The rating also incorporates Lennar's long land position
and the industry's largest (albeit greatly reduced) off-balance
sheet joint venture exposure.


LITHIUM TECHNOLOGY: Closes Private Sale of 83.3 Million Shares
--------------------------------------------------------------
Lithium Technology Corporation closed on October 25, 2010, on the
sale of its securities in a private transaction.  The Company sold
83,333,333 shares of Common Stock for an aggregate of $2 million
to one investor pursuant to the terms of a Stock Purchase
Agreement.

The SPA provides that following December 17, 2010, the Purchaser
shall have the right to demand that the Company cause a
registration statement relating to the resale of the Shares to be
filed with the SEC as promptly as practicable and in no event
later than 45 days following a written demand for registration and
to become effective as promptly as practicable and in no event
later than 90 days following the earlier of (a) the Required
Filing Date and (b) the date such Registration Statement was
filed.

The Company's obligation to cause the Registration Statement to be
filed and to maintain the effectiveness thereof shall expire at
such time as the entirety of the Shares can be publicly resold
without restriction in the absence of registration.  For each
thirty day period or portion thereof during which a breach of the
registration obligations remains uncured, the Company shall pay to
Purchaser 2% of the aggregate Purchase Price.  The Company and the
Purchaser shall each pay 50% of the costs and expenses associated
with the preparation and filing of the Registration Statement
provided however the total of such costs and expenses that the
Purchaser shall bear shall not exceed $50,000.

                     About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
global manufacturer and provider of rechargeable energy storage
solutions for diverse applications.

The Company's balance sheet as of December 31, 2009, showed
$11,468,000 in assets, $29,308,000 of debts, and stockholders'
deficit of $17,840,000.

The Company reported a net loss of $10,510,00 on $7,371,000 of
revenue for 2009, compared with a net loss of $6,414,000 on
$4,167,000 of revenue for 2008.

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


LOEHMANN'S CAPITAL: Moody's Downgrades Default Rating to 'Ca/LD'
----------------------------------------------------------------
Moody's Investors Service lowered Loehmann's Capital Corporation's
Probability of Default Rating to Ca/LD from Caa2 and Corporate
Family Rating to Ca from Caa2.  The outlook is developing.

Ratings lowered and LGD assessments amended:

  -- Probability of Default Rating to Ca/LD from Caa2;

  -- Corporate Family Rating to Ca from Caa2;

  -- $20 million Class A senior secured floating rating notes to
     Ca (LGD4, 50%) from Caa2 (LGD4, 51%);

  -- $55 million Class A 12% senior secured notes to Ca (LGD4,
     50%) from Caa2 (LGD4, 51%);

  -- $35 million Class B senior secured notes to C (LGD6, 90%)
     from Ca (LGD6, 90%).

This rating is affirmed:

  -- Speculative grade liquidity rating at SGL-4.

                        Ratings Rationale

The downgrade of Loehmann's Probability of Default Rating to
Ca/LD reflects the company's failure to pay the October 1, 2010
scheduled interest payment on its secured notes within the
allowable grace period, resulting in an event of default under
the indenture.  This is considered a limited default by Moody's.

The company stated that it is in discussions with certain
significant holders of its notes and the revolving credit facility
lender regarding forbearance agreements, and that it is exploring
all alternatives, including a possible pre-negotiated
reorganization proceeding.  Moody's will continue to monitor these
developments.  In the event of a bankruptcy, the company's
Probability of Default rating would likely be downgraded to D.
Conversely, the ratings could be raised should the company
substantially reduce debt through a restructuring while improving
its liquidity profile.

The last rating action on Loehmann's was on October 1, 2008, when
the Corporate Family Rating was downgraded to Caa2 with a negative
outlook.

Loehmann's Capital Corporation, headquartered in The Bronx, New
York, is an off-price retailer of apparel, accessories, and shoes,
and operates 63 stores in major metropolitan markets located in 16
states and the District of Columbia.  Revenues for the twelve
months ended May 1, 2010, were about $430 million.


LODE HOLTSLAG: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: Lode H. Holtslag
               Jennifer Y. Holtslag
               7390 Moccassin Lane
               Warrenton, VA 20186

Bankruptcy Case No.: 10-19320

Chapter 11 Petition Date: November 2, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtors' Counsel: Ronald J. Aiani, Esq.
                  86 East Lee Street
                  Warrenton, VA 20186-3328
                  Tel: (540) 347-5295
                  E-mail: raiani@aianilaw.com

Estimated Assets: $0 to $50,000

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

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


MACCO PROPERTIES: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Macco Properties, Inc.
        P.O. Box 57627
        Oklahoma City, OK 73157

Bankruptcy Case No.: 10-16682

Chapter 11 Petition Date: November 2, 2010

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Niles L. Jackson

Debtor's Counsel: G. Rudy Hiersche, Jr., Esq.
                  HIERSCHE LAW FIRM
                  105 North Hudson
                  Hightower Building, Suite 300
                  Oklahoma City, OK 73102
                  Tel: (405) 235-3123
                  E-mail: rudy@hlfokc.com

Scheduled Assets: $50,823,581

Scheduled Debts: $4,323,033

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/okwb10-16682.pdf

The petition was signed by Lew McGinnis, president.


MAJESTIC STAR: Files Schedules of Assets and Liabilities
--------------------------------------------------------
The Majestic Star Casino, LLC, et al., filed with the U.S.
Bankruptcy Court for the District of Delaware its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------     ------------
  A. Real Property              $115,374,915
  B. Personal Property          $177,368,152
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $427,508,171
  E. Creditors Holding
     Unsecured Priority
     Claims                                      $318,888,524
  F. Creditors Holding
     Unsecured Non-priority
     Claims
                                ------------     ------------
        TOTAL                   $292,743,068     $746,396,695

                      About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nevada.  It is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Indiana on June 7,
1996.  The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-14136) on November 23, 2009.

The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- also
filed separate Chapter 11 petitions.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC are the
Debtors' claims and notice agent.

The Majestic Star Casino's balance sheet at June 30, 2009, showed
total assets of $406.42 million and total liabilities of
$749.55 million.  When it filed for bankruptcy, the Company
estimated up to $500 million in assets and up to $1 billion in
debts.


MANSIONS AT HASTINGS: Has Preliminary OK to Use Cash Collateral
---------------------------------------------------------------
Mansions at Hastings Green, L.P., sought and obtained preliminary
authorization from the Hon. Letitia Paul of the U.S. Bankruptcy
Court for the Southern District of Texas to use cash collateral.

In 2007, pursuant to a Trust Indenture with Wells Fargo Bank,
Harris County Housing Finance Corporation, a public non-profit
housing finance corporation agreed to issue and sell $14 million
in Multifamily Housing Revenue Bonds Series 2007.  The Indenture
designates Citicorp Capital Management, LLC, as the Bondholder
Representative to act on behalf of the Bondholders.  The Indenture
also designates Citicorp USA, Inc., as the servicer on the loan.
The proceeds of the Bonds were used by HCHFC to fund a loan to the
Debtor.  On July 1, 2007, the Debtor entered into a promissory
note with HCHFC which provided, among other things, that HCHFC
loan the Debtor $14 million for the acquisition, construction,
development and operation of a multifamily residential project.
As of the Petition Date, the outstanding indebtedness owed on the
Note is approximately $14 million.

Edward L. Rothberg, Esq., at Hoover Slovacek LLP, explained that
the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.  The Debtor will use the collateral
pursuant to a 14-day budget, a copy of which is available for free
at http://bankrupt.com/misc/MANSIONS_AT_HASTINGS_budget.pdf

In exchange for using the cash collateral, the Debtor will grant
Wells Fargo replacement liens on all of the Debtor's rents,
accounts receivable, and any other property which is mortgaged
property acquired after the bankruptcy filing to the same extent,
validity, and priority as existed on the day the Chapter 11 case
was filed, and to the extent of cash collateral that is used.

The Court has set a final hearing for November 18, 2010, at
10:00 a.m., on the Debtor's request to use cash collateral.

Columbus, Ohio-based Mansions at Hastings Green, L.P., dba The
Mansions at Hastings Green, A Multifamily Community, owns and
operates The Mansions Family Apartment Housing Community located
at 11950 FM 1960 West, Houston, Texas 77065.  It filed for Chapter
11 bankruptcy protection on October 22, 2010 (Bankr. S.D. Tex.
Case No. 10-39474).

Affiliate Mansions at Hastings Green Senior, L.P., dba The
Mansions Senior Living Apartment Housing Community, owns and
operated The Mansions Senior Living Apartment Housing Community
located at 11707 Fallbrook Drive, Houston, Texas 77065.  It filed
for Chapter 11 bankruptcy protection on October 22, 2010 (Bankr.
S. D. Tex. Case No. 10-39476).

Mansions at Hastings Green and Mansions at Hastings Green Senior
are jointly administered cases.

Edward L. Rothberg, Esq., at Hoover Slovacek, LLP, assists the
Debtors in their restructuring efforts.  The Debtors each
estimated their assets and debts at $10 million to $50 million.


MANSIONS AT HASTINGS: Has OK to Use Wells Fargo Cash Collateral
---------------------------------------------------------------
Mansions at Hastings Green Senior, L.P., reached an agreement with
Wells Fargo Bank on the Debtor's use of cash collateral.  A
proposed preliminary order was filed with the U.S. Bankruptcy
Court for the Southern District of Texas.

In 2007, pursuant to a Trust Indenture with Wells Fargo, Harris
County Housing Finance Corporation, a public non-profit housing
finance corporation agreed to issue and sell $13.2 million in
Multifamily Housing Revenue Bonds Series 2007.  The Indenture
designates Citicorp Capital Management, LLC, as the Bondholder
Representative to act on behalf of the Bondholders.  The Indenture
also designates Citicorp USA, Inc., as the servicer on the loan.
The proceeds of the Bonds were used by HCHFC to fund a loan to the
Debtor.  On July 1, 2007, the Debtor entered into a promissory
note with HCHFC which provided, among other things, that HCHFC
loan the Debtor $13.2 million for the acquisition, construction,
development and operation of a multifamily residential project.
As of the Petition Date, the outstanding indebtedness owed on the
Note is approximately $13.2 million.

Edward L. Rothberg, Esq., at Hoover Slovacek LLP, explained that
the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.  The Debtor will use the collateral
pursuant to a 14-day budget, a copy of which is available for free
at http://bankrupt.com/misc/MANSIONSAT_HASTINGS_GREEN_budget.pdf

In exchange for using the cash collateral, the Debtor will grant
Wells Fargo replacement liens on all of the Debtor's rents,
accounts receivable, and any other property which is mortgaged
property acquired after the bankruptcy filing to the same extent,
validity, and priority as existed on the day the Chapter 11 case
was filed, and to the extent of cash collateral that is used.

Columbus, Ohio-based Mansions at Hastings Green, L.P., dba The
Mansions at Hastings Green, A Multifamily Community, owns and
operates The Mansions Family Apartment Housing Community located
at 11950 FM 1960 West, Houston, Texas 77065.  It filed for Chapter
11 bankruptcy protection on October 22, 2010 (Bankr. S.D. Tex.
Case No. 10-39474).

Affiliate Mansions at Hastings Green Senior, L.P., dba The
Mansions Senior Living Apartment Housing Community, owns and
operated The Mansions Senior Living Apartment Housing Community
located at 11707 Fallbrook Drive, Houston, Texas 77065.  It filed
for Chapter 11 bankruptcy protection on October 22, 2010 (Bankr.
S. D. Tex. Case No. 10-39476).

Mansions at Hastings Green and Mansions at Hastings Green Senior
are jointly administered cases.

Edward L. Rothberg, Esq., at Hoover Slovacek, LLP, assists the
Debtors in their restructuring efforts.  The Debtors each
estimated their assets and debts at $10 million to $50 million.


MASSOUD BASTANKHAH: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: Massoud Bastankhah
               Mary E. Bastankhah
                 aka Betty Bastankhah
               9690 Longmont Drive
               Houston, TX 77063

Bankruptcy Case No.: 10-40060

Chapter 11 Petition Date: November 2, 2010

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

Judge: Marvin Isgur

Debtors' Counsel: Barbara Mincey Rogers, Esq.
                  ROGERS & ANDERSON, PLLC
                  1415 North Loop West, Suite 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: barbaramrogers@swbell.net

Scheduled Assets: $3,136,976

Scheduled Debts: $4,914,773

A list of the Joint Debtors' 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb10-40060.pdf


MESA AIR: Disclosure Statement Hearing Adjourned to Nov. 18
-----------------------------------------------------------
The hearing on the approval of the Disclosure Statement
explaining the Joint Chapter 11 Plan of Reorganization of Mesa
Air Group, Inc., and its debtor subsidiaries has been adjourned
to November 18, 2010, at 10:00 a.m., prevailing Eastern Time, or
as soon as counsel may be heard.

The hearing was previously scheduled for November 10, 2010.

Responses, objections and proposed modifications to the
Disclosure Statement and the Motion to Approve must be received
by November 11 at 4:00 p.m., prevailing Eastern Time.  Untimely
objections may not be heard at the Disclosure Statement hearing.

The Disclosure Statement hearing may be adjourned or continued
from time to time by the Debtors or the United States Bankruptcy
Court for the Southern District of New York without further
notice to creditors or parties-in-interest other than an
announcement at the hearing or at a later hearing, or by notice
on the Court's docket.

                        The Chapter 11 Plan

Mesa Air Group, Inc., and its affiliated debtors and debtors-in-
possession delivered to the U.S. Bankruptcy Court for the
Southern District of New York a Joint Plan of Reorganization and
a Disclosure Statement in support of the Joint Plan on
September 17, 2010.

The Plan provides for these terms:

    * The Plan effectuates a reorganization of the Debtors
      through the issuance of New Common Stock by the ultimate
      corporate parent, Reorganized Mesa Air Group, which, on
      the effective date of the Plan, will be deemed to own all
      of the ownership interests in the other Reorganized
      Debtors; New 8% Notes and U.S. Air Note issued by
      Reorganized Mesa Air Group; and New Warrants to acquire
      shares of the New Common Stock, and the preservation of
      the Debtors' business operations and going concern value.

      The Debtors will distribute (i) New Common Stock to
      holders of Allowed Class 3 Claims and Allowed Class 5
      Claims that are U.S. Citizens, and (ii) New Warrants to
      all holders of Allowed Class 3 Claims that are Non-U.S.
      Citizens.

    * Holders of Interests will neither receive nor retain any
      property under the Plan.

    * The Plan will be funded by way of the Debtors' cash on
      hand, revenues from ordinary course operations, and
      proceeds of asset sales.

    * There will be no substantive consolidation of the Debtors'
      Estates under the Plan.

    * As consideration for entry into the U.S. Airways Code-
      Share Tenth Amendment, U.S. Airways, Inc. will receive
      approximately 10% of the New Common Stock, and the
      Management Equity Pool will be reserved for distribution
      under the management/employee equity incentive plan that
      will be established by the Reorganized Board.

    * Pursuant to the Plan, each U.S.-Citizen holder of an
      Allowed General Unsecured Claim will be allocated its
      share of New Common Stock and the New 8% Notes.  Each non-
      U.S.-Citizen holder of an Allowed General Unsecured Claim
      will be allocated its share of New Warrants and the New 8%
      Notes.

    * There will be a separate convenience class comprising De
      Minimis Convenience Claims, which are general unsecured
      claims of $100,000 or less, and which will receive certain
      percentages in cash payment.  Other than Noteholders,
      unsecured creditors will be allowed to opt into the
      convenience claim class if desired.

    * All existing Interests in Mesa Air Group will be
      extinguished and the holders of the Interests will not
      receive or retain any property on account of the
      Interests.  Reorganized Mesa Air Group will be vested
      directly or indirectly with the Interests in the
      Reorganized Debtor Subsidiaries and the Liquidating
      Debtors.

    * Intercompany Claims will be taken into account in
      assessing the value of the applicable Debtors, but Holders
      of Intercompany Claims will not directly receive or retain
      any property on account of the Claims under the Plan.

    * All other senior Allowed Claims, including Administrative
      Claims, Priority Tax Claims, Priority Non-tax Claims, and
      Secured Claims, will be paid or otherwise satisfied
      pursuant to the terms of the Plan.

Full-text copies of the Plan and the Disclosure Statement,
including the liquidation analysis and financial projections, are
available at no charge at:

  http://bankrupt.com/misc/Mesa_Ch11Plan091710.pdf
  http://bankrupt.com/misc/Mesa_DisclosureStatement091710.pdf

The Debtors are targeting a Dec. 15 hearing for the confirmation
of the Plan.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA AIR: Objects to US Bank Admin. Claims for Aircraft Leases
--------------------------------------------------------------
Mesa Air Group, Inc., and its affiliated debtors object to the
alleged administrative portions of Claim Nos. 1430 and 1431 filed
by U.S. Bank National Association, as security trustee, on behalf
of Agencia Especial de Financiamento Industrial-Finame, and
claims that were amended and superseded by Claim Nos. 1430 and
1431.

Finame is the lender in leveraged lease transactions for the
lease of 36 ERJ-145 aircraft to Mesa Airlines, Inc., in which
U.S. Bank National Association, as successor to State Street Bank
and Trust Company, is the security trustee on behalf of Finame.

In Claim No. 1431, filed against Mesa Airlines, Inc., U.S. Bank
asserts $189,560,201 composed of a $11,016,708 administrative
priority claim under Section 503(a) of the Bankruptcy Code and a
$178,553,493 general unsecured claim.  In Claim No. 1430, US Bank
asserts the same amount against Mesa Air Group, Inc., based on
its guaranty of the Aircraft Leases.

The Claims arise from the 11 ERJ-145 aircraft leased prepetition
by Mesa Airlines from Wells Fargo Bank Minnesota, N.A., or Wells
Fargo Bank Northwest, N.A., each in its capacity as owner
trustee.  In connection with the lease transactions, the Owner
Trustee granted security interests in each of the Aircraft to
U.S. Bank, as security trustee, on behalf of the lender, Finame.

John W. Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in New
York, tells the Court that before the Petition Date, the Debtors
decided that the Aircraft were no longer necessary to their
operations and took them out of service.  The Debtors never
operated any of the Aircraft postpetition, he says.  On
August 11, 2010, the Debtors rejected the leases for the Aircraft
and surrendered possession.

The Debtors object to the Alleged Administrative Claim, which
seeks to charge the Debtors' estates with $11,016,708 in
administrative expense claims for parts that U.S. Bank contends
were missing from the Aircraft and for maintenance records that
it contends were either missing or inadequate.  The Debtors
reserve their rights to object to the Alleged Unsecured Claim as
well as to bring additional objections to the Alleged
Administrative Claim, according to Mr. Lucas.

U.S. Bank argues that, upon rejection of an aircraft lease,
Section 1110 of the Bankruptcy Code spontaneously converts some
portion of what would normally be a "plain vanilla" prepetition
rejection claim into an administrative expense claim.  Citing In
re Continental Airlines, Inc., 146 B.R. 520, 528 (Bankr. D. Del.
1992), among others, Mr. Lucas asserts that U.S. Bank's
contention is supported by neither the facts, nor the law, nor
the legislative intent behind Section 1110, and that it should be
rejected just as similar arguments have been rejected in other
airline cases.

The parts and records are neither missing nor inadequate, Mr.
Lucas notes.  Even if they were, however, there can be no
administrative claim on account of missing parts or records
related to the Aircraft as a matter of law.  The Aircraft were
never used postpetition, he says.  They were parked and in long-
term storage for months before the Petition Date and were turned
over at the stored location in the same condition they were in on
the Petition Date, he points out.

In many instances, the Debtors or a contracting agency acting on
the Debtors' behalf, removed parts from the Aircraft and placed
them in storage to protect and preserve the parts when the
Aircraft were taken out of service.  The Debtors were unaware
that U.S. Bank did not realize that certain Aircraft and certain
parts were not all in the same location until it filed its
claims, Mr. Lucas informs the Court.

Mr. Lucas relates that Mesa sent a team of inventory employees to
locate and reconcile the items.  The team was able to locate
substantially all of the Alleged Missing Parts and is available
to reconcile the parts with U.S. Bank.  Post-reconciliation, the
Debtors believe that U.S. Bank will have little more than a de
minimis claim based on the Alleged Missing Parts, a claim which
the Debtors believe must be denied administrative status, Mr.
Lucas says.

While the Debtors are not asking the Court at this time to rule
on the amount of the Alleged Administrative Claim, only on the
priority, it should be noted that even if U.S. Bank has a claim
for the Alleged Missing Parts, its claim is grossly overstated,
Mr. Lucas asserts.

With respect to the Alleged Record Deficiencies, Mr. Lucas notes
that the issue raised by U.S. Bank is not the Debtors' failure or
refusal to turn over the records.  Instead, the Alleged
Administrative Claim is based on U.S. Bank's subjective opinion
that the Debtors' records are "not adequate."

The Debtors maintained their records for the Aircraft in
compliance with the record-keeping requirements in the Leases and
under Code of Federal Regulation 121.380, which generally
requires that an air carrier maintain records on engines,
propellers, airframes and appliances since the last complete
overhaul.  With respect to all other parts of the aircraft, a
carrier has to maintain only one year's worth of records, Mr.
Lucas says.

The Debtors believe that substantially all of the required
records were provided.  To the extent any deficiencies may exist,
Mr. Lucas asserts that, after rejection, a claim based on those
alleged deficiencies is a general unsecured claim, not an
administrative one.

Should the Court determine that some or all of the Alleged
Administrative Expense Claim is entitled to priority under
Section 503 of the Bankruptcy Code, the Debtors ask the Court to
schedule an evidentiary hearing to determine the amount of the
claim.

The Debtors also ask the Court to expunge the claims previously
filed by U.S. Bank that were amended and superseded by Claim Nos.
1430 and 1431.  Specifically, the Debtors ask the Court to
disallow Claim Nos. 958, 959, 1420 and 1421.

Responses to the Objection are due no later than November 10,
2010, at 5:00 p.m., prevailing Eastern Time.  The hearing on the
matter will be held on November 18, 2010, at 10:00 a.m.,
prevailing Eastern Time.

     Finame Seeks Adjournment of Hearing Until Mid-December

Kathrine A. McLendon, Esq., at Simpson Thacher & Bartlett LLP, in
New York, representing Finame, in a November 1 letter to the
Court, seeks an adjournment, until December 15, or another date
in mid-December, of the hearing on the Objection, which is
currently scheduled for November 18.

Additional proofs of claim are expected to be filed with respect
to the remaining 25 Aircraft, Ms. McLendon says.

Because the additional proofs of claim will document, among other
things, the Debtors' failure to return certain parts and
equipment and deficiencies in documents relating to the other
Aircraft, Finame expects that the Debtors will also object to the
administrative expense portions of the additional claims,
according to Ms. McLendon.

It would be appropriate, both for the benefit of the Court's
preparation and schedule and for the parties, to have all of the
objections heard on a consolidated basis because there will be a
common legal and factual issues and common witnesses, Ms.
McLendon tells the Court.

Finame believes that the most sensible and efficient first step
in addressing the Objection is for Embraer - Empresa Brasileira
De Aeronautica, S.A., U.S. Bank's agent, and the Debtors to work
together to verify and reconcile the Missing Parts.  Ms. McLendon
notes that the reconciliation process, which has begun, may take
more or less time than expected.  She also notes that there will
also be a reconciliation process with respect to the documents,
which timetable is currently under discussion with the Debtors
but has not yet been established.

Ms. McLendon informs the Court that the Debtors have not
consented to the requested adjournment.

                   Debtors Oppose Adjournment

In a November 2 letter to the Court, Debra I. Grassgreen, Esq.,
at Pachulski Stang Ziehl & Jones, in New York, representing the
Debtors, says the Debtors are seeking to have the Court determine
a "very limited" threshold issue -- whether, as a matter of law,
parts and records that were missing prepetition on an aircraft
that were never used postpetition can ever give rise to an
administrative expense claim.

Determination of that "foundational" issue will streamline not
only the claims litigation with Finame, but the claims litigation
with other aircraft counterparties, Ms. Grassgreen asserts.  Any
delay in determining these administrative claims could delay
confirmation of the Debtors' ability to obtain an extension of
their code-share agreement with US Airways, Inc., she continues.

Finame's request for an adjournment is based upon factors
relating to the liquidation of its claim, not whether it has
satisfied the legal burden under Section 503(b) of the Bankruptcy
Code, Ms. Grassgreen points out.  In this regard, the Debtors
believe that it would be more efficient to address the legal
issues raised in the Objection before incurring the time and
expense associated with the facts necessary to liquidate Finame's
claim, she tells the Court.

Ms. Grassgreen avers that if, at the November 18, 2010 hearing,
the Court determines that the asserted Administrative Expense
Claims are not entitled to administrative expense treatment, the
liquidation of Finame's claim can proceed during the post-
confirmation claim reconciliation process and not jeopardize the
Debtors' satisfaction of certain Plan of Reorganization
confirmation milestones for the US Airway code-share agreement to
become effective.

The Debtors ask the Court to deny Finame's adjournment request
and to determine the legal issues raised in the Objection at the
November 18 hearing.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA AIR: Proposes to Assume USAir Code-Share Agreement
-------------------------------------------------------
Pursuant to Sections 363(b) and 365(a) of the Bankruptcy Code and
Rules 6004, 6006 and 9019 of the Federal Rules of Bankruptcy
Procedure, Mesa Air Group Inc. and its units ask the Bankruptcy
Court for authority (i) to assume, as amended, the code-share
agreement with US Airways, Inc., (ii) to settle certain claims of
the Debtors against US Airways, and (iii) to sell certain related
assets to US Airways.

The Debtors provided services to certain principal carriers
-- US Airways, Inc., United Airlines, Inc., and Delta Air
Lines, Inc. Certain of the Debtors operate regional jet and
turboprop aircraft under the names of regional carriers of
certain major airlines pursuant to code-share agreements.
Specifically, Mesa Airlines, Inc., operates (i) as US Airways
Express under code-share agreements with US Airways, (ii) as
United Express under a code-share agreement with United Airlines,
and (iii) independently in Hawaii as go! Mokulele.

In exchange for providing flights and other services pursuant to
the applicable code-share agreement, the Debtors receive
compensation, including minimum monthly amounts and certain
additional amounts, and are also reimbursed for certain expenses
by the principal carriers.  In some instances, the principal
carriers also provide certain customer services, ground handling
services and other related functions to the Debtors, Debra
Grassgreen, Esq., at Pachulski Stang Ziehl & Jones LLP, in New
York, relates.

The remaining Debtors operate businesses, or own interests in
businesses, that facilitate or enhance the Debtors' regional or
independent air carrier services.  Debtors Nilchii, Inc., and
Patar, Inc., hold investments.

According to Ms. Grassgreen, the Debtors had stated three goals
at the outset of these Chapter 11 cases:

  (1) Shed excess aircraft and aircraft equipment.

      The Debtors have nearly completed the first goal.  A
      substantial number of aircraft that were no longer
      necessary for the Debtors' business plan were rejected or
      abandoned.  As of October 27, 2010, approximately 102
      aircraft and 12 aircraft engines have either been rejected
      or abandoned.

  (2) Restructure aircraft agreements.

      The second goal is well underway.  The Debtors have
      identified aircraft and aircraft engines as being a
      necessary component of their fleet and operations going
      forward and obtained the Court's authorization to enter
      into long-term agreements for the continued use of certain
      aircraft equipment.  As part of this aspect of their
      restructuring, the Debtors are negotiating the final form
      of other aircraft equipment agreements and will seek the
      Court's authorization to enter into those agreements.

  (3) Renegotiate and extend their code-share agreements.

      The third goal is the subject of this motion.  The Debtors
      are party to code-share agreements to US Airways and
      United Airlines, pursuant to which they provide air
      transportation services to these principal carriers'
      customers on various flight routes, using the carriers'
      flight designator codes and its livery and service marks.
      During the past several months, the Debtors have been
      engaged in discussions with US Airways regarding certain
      amendments to the code-share agreement.

                      US Airways Agreement

Mesa Airlines and America West Airlines, Inc., entered into a
Code Share and Revenue Sharing Agreement, as amended, as of
March 20, 2001, with its effectiveness retroactive to February 1,
2001.  Among other things, Mesa Airlines agreed to provide
certain scheduled air transportation services to AWA and then to
US Airways pursuant to certain amendments.

Ms. Grassgreen informs the Court that Mesa Airlines subcontracted
the performance of certain services required under the US Airways
Agreement to certain other Debtors -- Freedom Airlines, Inc. and
Air Midwest, Inc. -- and these Mesa Airlines affiliates are
parties to certain of the amendments to the US Airways Agreement.

Pursuant to a certain Seventh Amendment to Code Share and Revenue
Sharing Agreement and Settlement, Assignment and Assumption
Agreement entered into as of September 10, 2007, among other
things, AWA assigned and transferred to US Airways its rights
titles and interests in and to the US Airways Agreement.  US
Airways assumed all of AWA's liabilities and obligations under
the US Airways Agreement as part of the integration of AWA's and
US Airways' operations.  Since that time, the US Airways
Agreement has been amended twice, Ms. Grassgreen says.

In connection with the assumption of the US Airways Agreement, as
amended, the Debtors and US Airways will enter into a tenth
amendment to the Agreement based upon a term sheet.  According to
Ms. Grassgreen, the amendments include (i) extending the term for
an additional 39 months, (ii) settling the claims of the Debtors
against US Airways, (iii) settling the various proofs of claim
filed by US Airways against the Debtors' estates, and (iv)
providing for the sale of certain related assets to US Airways.

The salient terms and conditions of the Term Sheet include:

  (a) With respect to the Debtors' CRJ-900 aircraft, the term
      will be extended for an additional 39 months on average
      per aircraft, from June 30, 2012, to September 30, 2015.

      US Airways will have three options to extend the US
      Airways Agreement with respect to all or none of the CRJ-
      900 aircraft each for an additional one year.  Each option
      is exercisable upon 12 months' written notice.  US Airways
      will also have the option to extend each CRJ-900 Aircraft
      on an individual aircraft basis for up to six additional
      months upon six months' notice.

      With respect to aircraft other than CRJ-900s, the term
      will remain June 30, 2012, and be unaffected by the
      Amendment and any Term Extension Option.

  (b) With effect from July 1, 2010, the payment rates for each
      type of aircraft providing flight services will be reduced
      and the revenue share percentage will be adjusted upward
      to meet a minimum utilization threshold.

  (c) US Airways may not initiate fleet reductions in the CRJ-
      900 subfleet.

  (d) Unless extended by written exercise of the Term Extension
      Option, the expiration of the term and the redelivery of
      the CRF-900 aircraft will be phased according to a
      schedule established by US Airways.  Each aircraft will be
      redelivered on a date not earlier than April 1, 2015, and
      not later than March 31, 2016.  If the term is extended,
      the expiration of the term and the redelivery of the CRJ-
      900 aircraft will be phased according to a schedule
      established by US Airways and consistent with the initial
      term redelivery dates, but extended to reflect the
      duration of the extended term.

  (e) The Debtors and US Airways agree to resolve various claims
      that the Debtors have against US Airways relating to
      property taxes, fuel charges, true-ups, and other
      miscellaneous charges, and the US Airways Proofs of Claim
      asserted against the Debtors in exchange for a settlement
      of $4,000,000.  US Airways will pay $4,000,000 and a
      certain "Upgrade Contribution" in 38 equal installments.

      US Airways will release the Debtors and their current or
      former subsidiaries, affiliates, directors, officers,
      employees, professionals or agents from all claims that US
      Airways has or had against the parties, which arose or
      accrued in whole within two years before the execution
      date of the Amendment.

      The will release US Airways and its current or former
      subsidiaries, affiliates, officers, directors,
      stockholders, employees, professionals or agents from all
      claims that the Debtors have or had against the parties,
      which arose or accrued on or before the Amendment
      Execution Date.

  (f) The property taxes payable by US Airways for the years
      2008 and 2009 will be audited by US Airways on a mutually
      agreeable time table and subsequently paid.  US Airways
      will have the right to audit the Debtors' property taxes
      for tax years prior to 2008.  If the pre-2008 audit
      reveals that US Airways overpaid for such year, the
      Debtors will credit the difference to US Airways.  The
      Debtors and US Airways will develop a new property tax
      true-up procedure for tax years from and after 2010.

      The Debtors will pay US Airways all available fuel sales
      Tax refunds for North Carolina beginning from 2006.  The
      Debtors will remain obligated to pay US Airways for any
      properly claimed amounts arising after July 1, 2008, not
      specifically identified in the Amendment.

  (g) The Debtors agree to sell to US Airways certain related
      assets that will no longer be utilized in the Debtors'
      operation.  US Airways has agreed to purchase the assets
      for fair market value.

  (h) The existing operational performance criteria under the US
      Airways Agreement have been modified to mutually agreed-
      upon service levels.  The adjusted performance criteria
      will take effect on February 1, 2011.

  (i) The Mesa Plan of Reorganization, as may be amended from
      time to time, will provide for not more than $61,000,000
      in non-ordinary course indebtedness:  (1) $50,000,000 to
      the Debtors' unsecured creditors, (2) $5,500,000 to the
      Debtors' senior management, and (3) $5,500,000 to US
      Airways.  The Notes will provide for an annual all-in
      interest rate not to exceed 10% and will not mature before
      December 31, 2015.  The Notes will also be guaranteed by
      each of the Debtors' corporate subsidiaries and
      affiliates.

      Mesa may issue additional notes -- Bondholder Notes -- to
      holders of the 2012, 2023 and 2024 Notes on terms
      identical to the Notes, provided that (1) the total
      principal of the Notes will not exceed the sum of
      $76,500,000 and the amount of Notes issued to US Airways,
      and (2) the principal amount of Notes issued to US Airways
      will remain 55/610ths of the aggregate principal amount of
      the Notes.

      Up to $21,000,000 of the Bondholder Notes may continue to
      be guaranteed by Nilchii, which owns Mesa's interest in
      Spirit Airlines, or obtain some other structural payment
      and collection preference related to Nilchii, provided
      that any of the Spirit Proceeds in excess of the amount
      necessary to redeem the Bondholder Notes will be used
      first to pay down the Notes held by US Airways, second to
      pay down the Notes held by Mesa's general unsecured
      creditors, and third to pay down the Notes held by
      management.

  (j) The Mesa Plan will provide for the issuance of a single
      class of common stock -- (1) 80% to the Debtors' unsecured
      creditors, (2) 10% to the Debtors' management, and (3) 10%
      to US Airways, subject to an investor rights agreement
      that must be finalized before Court approval of the
      Debtors' Disclosure Statement.

  (k) The Amendment is subject to conditions precedent
      associated with confirmation of the Mesa Plan.

A redacted copy of the Term Sheet is available at no charge at:

   http://bankrupt.com/misc/Mesa_TermSheetUSAirAgrAm101810.pdf

The Debtors ask the Court, through a separate filing, for
authority to file under seal the unredacted Term Sheet, which
contains certain confidential and commercially sensitive
information.

The US Airways Agreement currently affects approximately 145
flight routes, serving approximately 68 cities throughout the
United States, predominantly in the Phoenix, Arizona and
Charlotte, North Carolina hubs.  The Debtors currently operate
approximately 51 aircraft under the US Airways Agreement.  The
Debtors currently utilize approximately 443 aircraft pilots, 356
flight attendants, and more than 893 maintenance, customer
service and support staff, to provide services under or in
connection with the US Airways Agreement.

Ms. Grassgreen notes that US Airways is the Debtors' largest
customer and represents approximately 70% of the revenue
generated by the Debtors.

"The US Airways Agreement is a critical piece of the Debtors'
reorganization and it is imperative that the Debtors maintain and
continue their relationship with US Airways," Ms. Grassgreen
asserts.  For that reason alone, she continues, rejection of the
US Airways Agreement is simply not an option.

Ms. Grassgreen clarifies that the Court is not being asked to
make a finding at this time as to whether there are any existing
defaults under the US Airways Agreement because US Airways is
consenting to the relief sought by the Debtors in the motion.

In the event that the conditions to effectiveness of the US
Airways do not occur, however, the Debtors and US Airways reserve
all of their rights in this regard.  The Debtors believe they are
current under the US Airways Agreement.

Subject to the entry of an order authorizing the assumption of
the US Airways Agreement, the Debtors will continue to honor the
US Airways Agreement in the ordinary course of business.

The Debtors also seek a waiver of the 14-day stay of an order
authorizing the use, sale or lease of property under Bankruptcy
Rule 6004(h) to the extent the rule applies.

Michael J. Lotz, president of the Debtors, submitted a
declaration in support of the Debtors' Motion.  According to Mr.
Lotz, the relief sought in the Motion is essential to the
Debtors' successful restructuring, and that the Motion should be
approved.

A hearing on the motion is scheduled for November 18, 2010, at
10:00 a.m., prevailing Eastern Time.  The hearing on the Debtors'
motion to file the Term Sheet under seal has been continued to
November 18, 2010.  Responses or objections to the Motion are due
by November 11, 2010, at 4:00 p.m.  If an objection to the Motion
is not received by the deadline, the relief requested will be
deemed unopposed, and the Court may enter an order granting the
relief sought without a hearing.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


METRO-GOLDWYN-MAYER: Receives Court Approval of First Day Motions
-----------------------------------------------------------------
Metro-Goldwyn-Mayer Inc. disclosed that the U.S. Bankruptcy Court
for the Southern District of New York has granted approval of
MGM's "First Day Motions" as part of the Company's voluntary
filing for reorganization under Chapter 11 of the U.S. Bankruptcy
Code.  Approval of these motions will help MGM to continue to
operate in the ordinary course of business during the
reorganization process.

Among the first day motions granted today, MGM received approval
to continue to pay its employees, vendors, participants, guilds
and licensors in the ordinary course of business during the
Chapter 11 process, for both pre-petition and post-petition
obligations.  The Court also scheduled the reorganization plan
confirmation hearing for December 2, 2010.

MGM's cases are being presided over by the Honorable Stuart M.
Bernstein of the U.S. Bankruptcy Court for the Southern District
of New York. MGM's jointly administered case number is 10-15774
(SMB).

On November 3, 2010, MGM and approximately 160 of its affiliates
filed Chapter 11 cases in the U.S. Bankruptcy Court for the
Southern District of New York to seek confirmation of its pre-
packaged reorganization plan which would dramatically reduce its
debt load and put the Company in a stronger position to execute
its business strategy.

The Company's restructuring counsel are Skadden, Arps, Slate,
Meagher & Flom LLP and Klee, Tuchin, Bogdanoff & Stern LLP, its
restructuring advisor is Zolfo Cooper, and its financial advisor
is Moelis & Company.

                 About Metro-Goldwyn-Mayer Studios

Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/--
-- is actively engaged in the worldwide production and
distribution of motion pictures, television programming, home
video, interactive media, music, and licensed merchandise. The
company owns the world's largest library of modern films,
comprising around 4,100 titles. Operating units include Metro-
Goldwyn-Mayer Studios Inc., Metro-Goldwyn-Mayer Pictures Inc.,
United Artists Films Inc., MGM Television Entertainment Inc., MGM
Networks Inc., MGM Distribution Co., MGM International Television
Distribution Inc., Metro-Goldwyn-Mayer Home Entertainment LLC, MGM
ON STAGE, MGM Music, MGM Consumer Products and MGM Interactive. In
addition, MGM has ownership interests in domestic and
international TV channels reaching over 130 countries.

As of September 30, 2010, the Debtors' unaudited consolidated
financial statements, as prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements, included $2,673,772,000 in total assets and
$3,451,493,000 in total liabilities

Excluding certain adjustments made by the Company in accordance
with GAAP, the Debtors' total outstanding liabilities would be
$5,766,721,000, which includes the total face value of outstanding
principal and accrued, but unpaid, interest under the Credit
Agreement and interest rate swap agreements.

Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774),
to seek confirmation of their "pre-packaged" plan of
reorganization.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, serves as bankruptcy counsel to the Debtors.  Klee,
Tuchin, Bogdanoff & Stern LLP is the legal counsel.  Moelis &
Company is the financial advisor.  Donlin Recano & Company, Inc.,
is the claims and notice agent.  CAIR Management, LLC, Stephen F.
Cooper, and Zolfo Cooper Management LLC, is the Debtors'
management service providers.


METRO-GOLDWYN-MAYER: Wants 60 Days Extension for Schedules
----------------------------------------------------------
Metro-Goldwyn-Mayer Studios Inc. and its affiliated debtors ask
the Court to give them 60 more days to file their schedules of
assets and liabilities and statement of financial affairs.

Section 521 of the Bankruptcy Code and Rule 1007 of the Federal
Rules of Bankruptcy Procedure require a debtor to file its (i)
schedules of assets and liabilities; (ii) schedules of current
income and expenditures; (iii) schedules of executory contracts
and unexpired leases; and (iv) statements of financial affairs
within 15 days after its bankruptcy filing.

The proposed extension, if approved, would give the Debtors 74
days from the petition date to file their schedules and statements
if a restructuring plan is not effectuated by that date.

Jay Goffman, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York, says the proposed extension is reasonable given the
limited employees available to prepare the documents and the
"substantial burdens" already imposed on the management by the
filing of the Debtors' bankruptcy cases.

Mr. Goffman also asks the Court to waive the requirement to file
the schedules and statements in case the Debtors' restructuring
plan is confirmed and becomes effective prior to the deadline.

The Debtors also seek a court ruling authorizing the filing of
their monthly operating reports on a consolidated basis and
terminating the requirement to file those reports upon
confirmation of their restructuring plan.

                        Notice Procedures

The Debtors propose to implement a process governing the filing of
court papers in their Chapter 11 cases as well as the filing of
complaints or other pleadings in any adversary proceeding
commenced in their bankruptcy cases.

Under the proposed process, hard copies of court filings including
notices, motions and applications, and adversary pleadings will be
served by overnight mail, U.S. mail, courier, or hand delivery to
all parties to the contested matter or adversary proceeding as
well as to these entities included in the master service list:

  (1) the Debtors, c/o Metro-Goldwyn-Mayer Studios Inc., 10250
      Constellation Boulevard, Los Angeles, CA 90067-6421, Attn:
      Barbara Van Sickle;

  (2) counsel to the Debtors, (i) Skadden, Arps, Slate, Meagher
      & Flom LLP, Four Times Square, New York, NY 10036, Attn:
      Jay M. Goffman (Jay.Goffman@skadden.com), and (ii)
      Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand
      Avenue, Suite 340 Los Angeles, CA 90071, Attn: Glenn S.
      Walter (Glenn.Walter@skadden.com);

  (3) counsel to the Debtors, Klee, Tuchin, Bogdanoff & Stern
      LLP, 1999 Avenue of the Stars, 39th Floor, Los Angeles, CA
      90067, Attn: Michael L. Tuchin (mtuchin@ktbslaw.com);

  (4) the Office of the United States Trustee, 33 Whitehall
      Street, 21st Floor, New York, NY 10004;

  (5) the Debtors' 50 largest unsecured creditors, or if any
      official committee of unsecured creditors has been
      appointed, counsel to such committee;

  (6) counsel to any other official committee appointed; and

  (7) counsel to JPMorgan Chase Bank, N.A., the administrative
      agent under the Debtors' prepetition credit agreement,
      Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New
      York, NY 10017-3954, Attn: Peter V. Pantaleo and Nicholas
      Baker.

Skadden Arps will also receive electronic copies of court filings
and adversary pleadings.  All parties other than those on the
master service list will be served with electronic copies through
e-mail.

Under the proposed process, any entity submitting a court document
will be required to serve only a notice of that document by e-mail
on all parties that filed a notice of appearance or a request for
notice.  The notice must include the title of the document, the
time and the date of any objection deadline and the hearing, and
an indication that the document may be obtained upon request to
the filing party.

All responses to the court filings need only be served by
overnight mail, U.S. mail, courier, or hand delivery on the
counsel that submitted and served those filings and those entities
included in the master service list.

All timely filed notice of requests for copies of court filings,
responses and adversary pleadings will be accommodated.  Any party
that files a notice of request for copies of those documents will
be served with notices of filings in the Debtors' cases.

                 About Metro-Goldwyn-Mayer Studios

Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/--
-- is actively engaged in the worldwide production and
distribution of motion pictures, television programming, home
video, interactive media, music, and licensed merchandise. The
company owns the world's largest library of modern films,
comprising around 4,100 titles. Operating units include Metro-
Goldwyn-Mayer Studios Inc., Metro-Goldwyn-Mayer Pictures Inc.,
United Artists Films Inc., MGM Television Entertainment Inc., MGM
Networks Inc., MGM Distribution Co., MGM International Television
Distribution Inc., Metro-Goldwyn-Mayer Home Entertainment LLC, MGM
ON STAGE, MGM Music, MGM Consumer Products and MGM Interactive. In
addition, MGM has ownership interests in domestic and
international TV channels reaching over 130 countries.

As of September 30, 2010, the Debtors' unaudited consolidated
financial statements, as prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements, included $2,673,772,000 in total assets and
$3,451,493,000 in total liabilities

Excluding certain adjustments made by the Company in accordance
with GAAP, the Debtors' total outstanding liabilities would be
$5,766,721,000, which includes the total face value of outstanding
principal and accrued, but unpaid, interest under the Credit
Agreement and interest rate swap agreements.

Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774),
to seek confirmation of their "pre-packaged" plan of
reorganization.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, serves as bankruptcy counsel to the Debtors.  Klee,
Tuchin, Bogdanoff & Stern LLP is the legal counsel.  Moelis &
Company is the financial advisor.  Donlin Recano & Company, Inc.,
is the claims and notice agent.  CAIR Management, LLC, Stephen F.
Cooper, and Zolfo Cooper Management LLC, is the Debtors'
management service providers.


MGM RESORTS: Not Part of, Affected by, MGM Studios' Woes
--------------------------------------------------------
MGM Resorts International wants to clarify for investors,
customers and vendors, particularly those overseas, that it is not
affiliated with MGM Studios.

MGM Studios is a completely separate entity with no common
ownership. MGM Studios, a privately held, independent company,
filed for bankruptcy on Nov. 3, 2010. The filing has no impact
whatsoever on MGM Resorts International.

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company's balance sheet at June 30, 2010, showed
$19.98 billion in total assets, $1.19 billion in total current
liabilities, $2.65 billion in deferred income taxes,
$13.04 billion in long-term debt $243.29 million in other long-
term obligations, and $2.85 billion in total stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on October 18, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
MGM Resorts to stable from developing.  At the same time, S&P
affirmed all of its existing ratings on MGM, including the 'CCC+'
corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

The TCR also reported that Fitch Ratings revised the Rating
Outlook for MGM Resorts to Positive following the company's equity
issuance.  In addition, Fitch affirmed these ratings: Issuer
Default Rating at 'CCC'; Senior secured notes due 2013, 2014,
2017, and 2020 at 'B+/RR1'; Senior credit facility at 'B-/RR3';
Senior unsecured notes at 'CCC/RR4'; Convertible senior notes due
2015 at 'CCC/RR4'; and Senior subordinated notes at 'C/RR6'.

MGM's 'CCC' IDR continues to reflect a credit profile with
substantial credit risk.  MGM's probability of default still
displays a high sensitivity to an uninterrupted recovery in the
Las Vegas market, significant reliance on a favorable refinancing
and capital markets environment due to its heavy debt maturity
schedule, a highly leveraged balance sheet despite potential debt
reduction from the equity issuance, and a weak near-term free cash
profile.  In addition, MGM's obligation under the CityCenter
completion guarantee continues to escalate, and Fitch believes the
company is currently under-investing in its properties, which will
likely impact asset quality.

According to the Troubled Company Reporter on Oct. 27, 2010,
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating to Las Vegas-based casino operator MGM Resorts
International's proposed $500 million senior notes due 2016.  In
addition, S&P assigned the notes a recovery rating of '4',
indicating its expectation of average (30% to 50%) recovery for
noteholders in the event of a payment default.  The company will
use proceeds from the notes offering to repay a portion of the
$1.2 billion owed to lenders under its senior secured credit
facility that have not elected to extent their commitments beyond
the existing maturity date of October 2011.

Fitch Ratings has assigned a rating of 'CCC/RR4' to MGM Resorts
International's proposed $500 million senior unsecured notes due
2016.


MONEYGRAM INT'L: Posts $10 Million Net Income for 3rd Qtr. 2010
---------------------------------------------------------------
MoneyGram International Inc. reported financial results for the
third quarter of 2010.  Net income for the quarter was $10.0
million and EBITDA was $57.3 million.  Both net income and EBITDA
were impacted by $7.2 million of stock-based compensation,
$1.8 million of legal accruals primarily related to various
shareholder litigation matters, and $1.6 million of restructuring
and reorganization costs.  Net income was also impacted by a
$1.6 million write off of deferred financing costs and debt
discount related to a $30.0 million debt prepayment in the
quarter.

The Company's balance sheet at Sept. 30, 2010, showed $5.26
billion in total assets, $5.23 billion in total liabilities, and
stockholder's equity of $927.58 million.

"MoneyGram delivered solid financial performance in the third
quarter," said Pamela H. Patsley, MoneyGram chairman and chief
executive officer.  "We saw continued strength in our core money
transfer business, made important investments in our global brand,
and increased our capabilities through expanded relationships
around the world.  Additionally, we increased margin across
the business through efficiency gains and expense management
initiatives and improved our capital structure by paying down
an additional $30 million in outstanding debt."

                        Balance Sheet Items

During the quarter, MoneyGram prepaid $30 million on its Senior
Tranche B Loan under its Senior Facility.  Including this payment,
the Company has paid down $277 million, or 28%, of its debt since
Jan. 1, 2009.  The Company ended the quarter with $716.3 million
in outstanding debt principal and assets in excess of payment
service obligations of $290.4 million.

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6d5c

                   About Moneygram International

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

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

                          *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MOO TOWN: Section 341(a) Meeting Scheduled for Dec. 3
-----------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Moo Town
Dairy, LLC's creditors on December 3, 2010, at 11:30 a.m.  The
meeting will be held at 2000 E. Spring Creek Parkway, Plano, TX
75074.

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.

Como, Texas-based Moo Town Dairy, LLC, currently owns and operates
a dairy farming operation located in Northeast Texas.  It filed
for Chapter 11 bankruptcy protection on October 25, 2010 (Bankr.
E.D. Tex. Case No. 10-43676).  Robert T. DeMarco, Esq., and
Michael S. Mitchell, Esq., at Demarco-Mitchell, PLLC, assist the
Debtor in its restructuring effort.  The Debtor estimated its
assets and debts at $10 million to $50 million.


MOO TOWN: Taps Demarco-Mitchell as Bankruptcy Counsel
-----------------------------------------------------
Moo Town Dairy, L.L.C., asks for authorization from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ
Demarco-Mitchell, PLLC, as banrkuptcy counsel.

Demarco-Mitchell will:

     (a) take necessary action to protect and preserve the Estate,
         including the prosecution of actions on its behalf, the
         defense of any actions commenced against it, negotiations
         concerning all litigation in which it is involved, and
         objecting to claims;

     (b) prepare motions, applications, answers, orders, reports,
         and papers in connection with the administration of the
         estate herein;

     (c) formulate, negotiate, and propose a plan of
         reorganization; and

     (d) perform all other necessary legal services in connection
         with these proceedings.

Demarco-Mitchell will be paid based on the hourly rates of its
personnel:

         Robert T. DeMarco                   $350
         Michael S. Mitchell                 $300
         Carrie Paquin, Paralegal             $75
         Barbara Drake, Paralegal            $100

Michael S. Mitchell, Esq., a member at Demarco-Mitchell, assures
the Court that the firm is "disinterested" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Como, Texas-based Moo Town Dairy, LLC, currently owns and operates
a dairy farming operation located in Northeast Texas.  It filed
for Chapter 11 bankruptcy protection on October 25, 2010 (Bankr.
E.D. Tex. Case No. 10-43676).  The Debtor estimated its assets and
debts at $10 million to $50 million.


MOO TOWN: Gets Court's Interim Nod to Use Cash Collateral
---------------------------------------------------------
Moo Town Dairy, L.L.C., and Rene H. Coumans sought and obtained
interim authorization from the Hon. Brenda T. Rhoades of the U.S.
Bankruptcy Court for the Eastern District of Texas to use the cash
collateral until November 8, 2010.

The Bank of the West, through the credit facility it entered into
with the Debtors, accounts for approximately $8,235,000 of the
Debtors' debt.

Robert T. DeMarco, Esq., at DeMarco Mitchell, PLLC, explained that
the Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  The Debtors will use the collateral
pursuant to a budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtors will grant
the Secured Lender replacement security liens on and replacement
liens on all of the Debtors' real and personal property.  The
Debtors will maintain adequate general liability insurance and
will name the Secured Lender as an additional insured on all
insurance policies.  The Debtors will supply the Secured Lender
with copies of its schedules, statements of financial affairs, and
monthly operating reports.

The Court has set a final hearing for November 8, 2010, at
9:45 a.m. on the Debtors' request to use cash collateral.

Como, Texas-based Moo Town Dairy, LLC, currently owns and operates
a dairy farming operation located in Northeast Texas.  It filed
for Chapter 11 bankruptcy protection on October 25, 2010 (Bankr.
E.D. Tex. Case No. 10-43676).  Robert T. DeMarco, Esq., and
Michael S. Mitchell, Esq., at Demarco-Mitchell, PLLC, assist the
Debtor in its restructuring effort.  The Debtor estimated its
assets and debts at $10 million to $50 million.


MOONLIGHT BASIN: Plan Exclusivity Period Extended to May 16
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana issued on
September 30, 2010, an amended order extending Moonlight Basin
Ranch LP and debtor affiliate Moonlight Lodge, LLC's exclusivity
period to May 16, 2011, and the plan acceptance deadline to
August 15, 2011.

As reported in the Troubled Company Reporter on July 13, 2010, the
Bankruptcy Court previously entered an order extending Moonlight
Basin Mezz LLC's exclusive periods to file and solicit acceptances
for the proposed Chapter 11 Plan until December 1, 2010, and May
1, 2011, respectively.

                       About Moonlight Basin

Ennis, Montana-based Moonlight Basin Ranch LP is a golf and ski
resort in Montana.  The Company filed for Chapter 11 bankruptcy
protection on November 18, 2009 (Bankr. D. Mont. Case No.
09-62327).  Craig D. Martinson, Esq., and James A. Patten, Esq.,
who have offices in Billings, Montana, assist the Debtor in its
restructuring effort.  The Company estimated $100 million to
$500 million in assets and $50 million to $100 million in debts.

Debtor-affiliate Moonlight Lodge, LLC, also filed a separate
Chapter 11 petition (Bankr. D. Mont. Case No. 09-62329) on
November 18, 2009.  The company estimated $10 million to
$50 million in assets and $50 million to $100 million in debts.


NATIONAL CENTURY: UAT Files Report for September 30 Qtr.
--------------------------------------------------------

                          Current        Paid to       Balance
                          Quarter        Date          Due
                          -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation         -              -             -
2. Fees for Attorney for
      Trustee                   -              -             -
3. Fee for Attorney for
      Debtor             $144,549    $16,007,023             -
4. Other professionals     63,162     11,715,598             -
5. All expenses,
      including trustee   233,319     22,925,118             -

B. DISTRIBUTIONS:
6. Secured Creditors            -              -             -
7. Priority Creditors           -              -             -
8. Unsecured Creditors          -    205,936,188             -
9. Equity Security
      Holders                   -              -             -
10. Other Payments or
      Transfers                 -              -             -
                       ----------    -----------    ----------
Total Plan Payments      $441,029   $256,583,928             -
                       ==========    ===========    ==========

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

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


NATIONAL CENTURY: VI/XII Trust Files Report for Sept. 30 Qtr.
-------------------------------------------------------------

                          Current        Paid to       Balance
                          Quarter        Date          Due
                          -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation          -              -             -
2. Fees for Attorney for
      Trustee                    -              -             -
3. Fee for Attorney for
      Debtor               $18,769     $9,618,033             -
4. Other professionals      39,223      5,266,754             -
5. All expenses,
      including trustee      2,517     12,124,899             -

B. DISTRIBUTIONS:
6. Secured Creditors             -    494,353,519             -
7. Priority Creditors            -              -             -
8. Unsecured Creditors           -              -             -
9. Equity Security
      Holders                    -              -             -
10. Other Payments or
      Transfers             57,750     54,245,992             -
                        ----------    -----------    ----------
Total Plan Payments       $118,259   $575,609,197             -
                        ==========    ===========    ==========

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

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


NCL CORPORATION: S&P Assigns 'B' Rating to $200 Mil. Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned NCL Corporation Ltd.'s
proposed $200 million senior notes due 2018 its 'B' issue-level
rating (at the same level as S&P's 'B' corporate credit rating on
the company).  S&P also assigned a recovery rating of '4' to these
notes, indicating its expectation of average (30% to 50%) recovery
for lenders in the event of a payment default.  The company plans
to use proceeds from the proposed notes to repay portions of
certain of its secured debt obligations.

The proposed notes will be senior unsecured obligations of NCL and
will not be guaranteed by any of its subsidiaries.  As a result,
the notes will be effectively subordinated to existing and future
secured indebtedness to the extent of the value of the assets
securing these obligations, as well as to existing and future
indebtedness and other liabilities of the company's subsidiaries
to the extent that there is any residual value at these
subsidiaries.  However, NCL has stated to Standard & Poor's that
substantially all of its operating liabilities reside at a
subsidiary that acts as the "operating" company for the
subsidiaries that own its ships.  Since there are no ship assets
at the operating subsidiary, S&P has assumed that in a bankruptcy,
this subsidiary's liabilities would become senior unsecured claims
at the parent level and treated pari passu with the proposed
senior notes.  In addition, S&P has excluded the advanced ticket
sale liabilities at this subsidiary from its recovery analysis
based on the assumption that the ships would continue to operate
while in bankruptcy and the liabilities would be satisfied.

In S&P's simulated default scenario for NCL, S&P has assumed that
the various secured lenders would likely pursue the specific
collateral pledged to them and, as a result, the company would be
liquidated.  In arriving at the value available to the proposed
senior notes, S&P discounted the summary ship appraisals prepared
for NCL by third parties and deducted the recovery value of the
debt obligations secured by the ships.  The residual value would
then be available to the senior notes, as well as to the parent
and guaranteed subsidiary secured debt not satisfied by collateral
and to the nondebt liabilities of the operating subsidiary and the
parent.  (For the complete recovery analysis, see Standard &
Poor's recovery report on NCL, to be published on RatingsDirect as
soon as possible following the release of this report.)

S&P's corporate credit rating on NCL is 'B' and the rating outlook
is positive.  S&P revised the outlook to positive from stable on
Oct. 27, reflecting the potential for an accelerated pace of
improvement in credit measures in 2011, stemming from the use of
potential IPO proceeds for debt reduction.

                           Ratings List

                       NCL Corporation Ltd.

           Corporate Credit Rating         B/Positive/--

                            New Rating

                $200M sr nts due 2018            B
                   Recovery Rating               4


NETWORK COMMUNICATIONS: Lenders Extend Forbearance Until Nov. 30
----------------------------------------------------------------
As a result of continued challenges in the markets that it serves,
the lack of a rebound in revenue and the inability to secure a new
revolving loan facility to replace the current commitment that
expires in November 2010, Network Communications, Inc. elected not
to make the June 1, 2010 interest payment of approximately $9.4
million on its 10-3/4% Senior Notes due 2013.

As a result of missing payment, the Company's senior secured
lenders accelerated all amounts outstanding under the Company's
revolving and term loan credit agreements, which in turn triggered
an event of default under the Senior Notes indenture and the
senior subordinated credit agreement.  The Company's total debt
outstanding, excluding unamortized discounts, is approximately
$297.0 million.  The Company is unable to pay the outstanding debt
if it is called.  The Company and its parent, Gallarus Media
Holdings, Inc., obtained an agreement from its secured lenders
dated June 1, 2010, permitting it to have continued access to and
use of its cash as it works with its stakeholders to restructure
its balance sheet.  The Agreement, as amended, was to expire
October 29, 2010.

On October 29, 2010, the Company and its parent, Gallarus Media
Holdings, Inc., entered into a sixth amendment to Agreement, dated
October 29, 2010, by and among the Company, the lenders party
thereto, Toronto Dominion (Texas) LLC, as Administrative Agent
under the Company's revolving credit agreement and under the
Company's senior term loan agreement and as Collateral Agent for
the lenders thereunder, and certain other parties thereto to amend
the Agreement dated June 1, 2010 such that the definition of
"Transaction Event" therein was changed from June 20, 2010, to
November 30, 2010.  All other terms remain the same.  The Company
expects to have sufficient cash on hand to fund normal course
operations as restructuring negotiations progress.

As of October 29, 2010, (i) the aggregate outstanding principal
amount of all "Loans" under the Company's Senior Revolving Loan
Agreement is $6 million; (ii) the aggregate "L/C Exposure"
existing under the Senior Revolving Loan Agreement is $0; and
(iii) the aggregate outstanding principal amount of all "Loans"
under the Senior Term Loan Agreement is $67.791 million.

The Company's Senior Revolving Lender is Wells Fargo Capital
Finance, Inc.  The Company's Senior Term Lenders are:

     -- Wells Fargo Capital Finance, Inc.;
     -- NATIXIS;
     -- Invesco Van Kampen Senior Loan Fund;
     -- Invesco Prime Income Trust; and
     -- Invesco Van Kampen Senior Income Trust

A copy of the Sixth Amendment is available at http://is.gd/gH0fE

The Company also noted that, as a result of its annual assessment
for impairment of goodwill, indefinite-lived intangible assets and
long-lived assets, it determined, on July 30, 2010, that it had an
impairment loss and recorded a charge of $145.5 million in the
fourth quarter of the fiscal year ended March 28, 2010.  The
impairment loss is comprised of $105.1 million for impairment of
goodwill, $700,000 for impairment of its indefinite-lived
intangible assets, $38.8 million for impairment on definite-lived
intangible assets, and $900,000 for impairment of property,
equipment and computer software.  The impairment is related to the
decline in the Company's expectations and estimates for future
growth in its revenue and operating income.

                  About Network Communications

Lawrenceville, Ga.-based Network Communications, Inc., is a local
media company providing lead generation, advertising and internet
marketing services to the housing industry.  The Company's brands
are Apartment Finder, The Real Estate Book, DigitalSherpa, Unique
Homes, New England Home and Atlanta Homes & Lifestyles.

The Company's balance sheet at December 6, 2009, showed
$362.4 million in total assets, $330.3 million in total
liabilities, and stockholders' equity of $32.1 million.


NORFOLK CEI: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Norfolk CEI, LLC
        5 Phillips Way
        Norfolk, MA 02056

Bankruptcy Case No.: 10-22025

Chapter 11 Petition Date: November 2, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Natalie B. Sawyer, Esq.
                  HANIFY & KING, P.C.
                  One Beacon Street, 21st Floor
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  E-mail: nbs@hanify.com

Estimated Assets: $100,001 to $500,000

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Town of Norfolk                                  Unknown
1 Liberty Lane
Attn: Cheryl Kelley
Norfolk, MA 02056

The petition was signed by Peter C. Bank, manager.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Boston CEI, LLC                        10-16502    06/15/10
IAG, LLC                               10-22021    11/02/10


NORTH AMERICAN PETROLEUM: Petroflow Energy Files Schedules
----------------------------------------------------------
Petroflow Energy Ltd., the parent company of North American
Petroleum Corporation USA and Prize Petroleum, LLC, filed with the
U.S. Bankruptcy Court for the District of Delaware its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------     ------------
  A. Real Property                   Unknown
  B. Personal Property               $17,083
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $105,813,485
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,043,562
                                ------------     ------------
        TOTAL                        $17,083     $108,857,047

                  About North American Petroleum

Denver, Colorado-based North American Petroleum Corp. USA is a
natural gas driller.  North American Petroleum and Prize Petroleum
are subsidiaries of Petroflow Energy Ltd.  North American
Petroleum sought Chapter 11 protection on May 25, 2010 (Bankr. D.
Del. Case No. 10-11707).  In its schedules, North American
Petroleum disclosed $140,678,983 in total assets and $125,595,183
in total liabilities as of the Petition Date.

The Debtor's affiliate, Prize Petroleum LLC, filed a separate
Chapter 11 petition on May 25, 2010 (Case No. 10-11708).  Prize
Petroleum scheduled $121,945,092 in liabilities.

These cases are being jointly administered for procedural
purposes, under the case docket for North American Petroleum
Corporation USA, Case No. 10-11707.

On August 20, 2010, Petroflow Energy Ltd., the parent company of
North American Petroleum Corporation USA and Prize Petroleum, LLC,
filed a petition in the U.S. Bankruptcy Court for the District of
Delaware seeking relief under Chapter 11 of the Bankruptcy Code
(Case No. 10-12608).  On September 10, 2010, the Bankruptcy Court
granted permission for Petroflow's Chapter 11 case to be jointly
administered with those of its two Chapter 11 debtor-affiliates.
On September 17, 2010, Petroflow received recognition of the U.S.
Chapter 11 proceedings from the Alberta Court of Queen's Bench
under the Companies' Creditors Arrangement Act in Canada.  In its
petition, Petroflow disclosed assets and debts of between
$100 million and $500 million each.

David R. Seligman, Esq., Ryan Blaine Bennett, Esq., and Paul
Wierbicki, Esq., at Kirkland & Ellis LLP, in Chicago, serve as
lead bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP in Wilmington, Del., and Morton R.
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in
Philadephia, Pa., serve as the Debtors' co-counsel.  Kinetic
Advisors LLC is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' notice, claims and balloting
agent.


NOWELL DILLE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Nowell Lynn Dille
                aka Lynn Dille
                fdba Mountain West Components,
                Mountain West Forest Products,
                Mountain West Transport,
                and Dille Farms
               Dienna Lyn Dille
                aka Dea Dille
               3302 North 4000 East
               Hansen, ID 83334

Bankruptcy Case No.: 10-41950

Chapter 11 Petition Date: November 1, 2010

Court: United States Bankruptcy Court
       District of Idaho (Twin Falls)

Judge: Jim D. Pappas

Debtor's Counsel: Brent T. Robinson, Esq.
                  ROBINSON, ANTHON & TRIBE
                  P.O. Box 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717
                  Fax: (208) 436-6804
                  E-mail: btr@idlawfirm.com

Estimated Assets: $100,001 to $500,000

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/idb10-41950.pdf


OM FINANCIAL: Moody's Cuts Insurance Strength Rating to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service has downgraded OM Financial Life
Insurance Company's insurance financial strength rating to Ba1,
from Baa3.  This rating action concludes the review for downgrade
that was initiated on August 6, 2010, following the announcement
that Old Mutual plc (senior debt at Baa1, stable outlook) had
signed a definitive purchase agreement to sell its ownership
interest in OMFLIC to affiliates of Harbinger Capital Partners
LLC.

                        Ratings Rationale

Moody's said that the downgrade aligns OMFLIC's public rating with
its stand-alone rating, which does not incorporate support from
its current parent, Old Mutual.  According to the rating agency,
in a stress scenario, Harbinger would be less able to extend the
same level of financial and strategic support that OMFLIC
currently receives from Old Mutual.  OMFLIC's rating is also
constrained by its considerably weaker financial flexibility
expected under its new ownership.

Moody's Vice President and Senior Credit Officer, Ann Perry said,
"Under Harbinger's ownership, OMFLIC's capital management,
including dividend policy, use of reinsurance, and relative
quality of capital, is likely to be more aggressive than in the
past.  In addition, there is execution risk associated with
replacing certain existing reinsurance arrangements -- for
reserves associated with term and universal life insurance
business required by Regulation XXX and AXXX -- that provide
capital relief." Moody's commented that the stable outlook assumes
that OMFLIC will find a successful alternative for these
reinsurance contracts.

According to the rating agency, OMFLIC's rating incorporates the
significant progress the company has made in the last year in de-
risking its investment portfolio and clear improvements in its
operations and risk management.

Harbinger is a private investment firm specializing in event and
distressed strategies with approximately $10 billion in assets
under management.  Harbinger's acquisition of OMFLIC for
$350 million is subject to regulatory and other approvals and
closing conditions, and is expected to close at, or around, year
end 2010.

Moody's said that these could place upward pressure on OMFLIC's
rating: 1) investment losses of less than $20 million pre-tax in
2011; 2) NAIC RBC ratio remains above 350%; 3) sustained statutory
return on capital exceeding 4%; 4) continued improvement in
surrender activity following the close of the transaction and
steady growth in profitably priced new business.

The rating agency noted that a downgrade could occur if:
1) Harbinger's ability to provide support in a stress environment
diminished significantly; 2) investment losses exceed $50 million
pre-tax in 2011; 3) OMFLIC experienced a prolonged spike in
surrenders; 4) OMFLIC fails to replace its existing reinsurance
arrangements with a long-term solution; 5) RBC ratio declines
below 300%.

OMFLIC is an insurance company headquartered in Baltimore,
Maryland.  As of June 30, 2010, OMFLIC reported total statutory
assets of about $16.4 billion and statutory capital of
$903 million.

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


OPTI CANADA: Posts US$46 Million Net Loss in Third Quarter
----------------------------------------------------------
OPTI Canada Inc. announced the Company's financial and operating
results for the quarter ended September 30, 2010.

The Company reported a net loss of $46.0 million for the three
months ended Sept. 30, 2010, compared with net income of $12.0
million for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed $3.95
billion in total assets, $2.89 billion in total liabilities, and
stockholder's equity of $1.06 billion.

"After 10 months of solid ramp-up following our turnaround in
September of 2009, we experienced operational interruptions in the
third quarter which affected production volumes and ramp-up. Third
quarter operations did not meet our expectations.  The Project is
now back on-stream and our bitumen ramp-up continues," said Chris
Slubicki, OPTI's President and Chief Executive Officer.  "While we
plan and work toward no further interruptions, we understand that
the occasional interruption is not out of the ordinary especially
in a new and large-scale plant such as Long Lake."

"During the quarter, we were able to produce and sell Premium
Synthetic Heavy through periods of Upgrader downtime when we were
not producing Premium Sweet Crude.  Planned well optimization work
also took place throughout the quarter.  These enhancements, along
with the expected conversion of most of our remaining well pairs
to production mode, will help us to increase our future bitumen
production."

"Recent bitumen production is exceeding peak levels established in
July and is approximately 31,700 barrels per day (bbl/d), with
11,100 bbl/d net to OPTI. Our steam injection rates are also at
all-time highs of approximately 163,000 bbl/d. We expect our steam
and bitumen production to continue to ramp-up throughout the
fourth quarter."

"OPTI has a unique combination of current production, near term
expansion and long term growth which supports our strategic
alternatives process.  In our ongoing review, we recognize that we
require time to demonstrate the value of OPTI through continued
ramp-up of the Project.  We expect that net proceeds from the
successful sale of US$400 million of First Lien Notes during the
third quarter will provide us with the liquidity necessary to
further demonstrate this value.  We remain committed to our
strategic process as we move into the fourth quarter and next
year."

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6d61

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6d62

                            About OPTI

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  OPTI's common shares trade on
the Toronto Stock Exchange under the symbol OPC.

                           *     *     *

OPTI Canada carries a 'CCC+' long-term corporate credit rating
from Standard & Poor's Ratings Services.  It has a 'Caa2'
corporate family rating from Moody's Investors Service.

"S&P base its decision to lower the ratings on the increasing
financing burden associated with OPTI's debt and the widening gap
between potential cash flow generation, and financing and spending
obligations," said Standard & Poor's credit analyst Michelle
Dathorne in August 2010, to explain S&P's downgrade of the
corporate rating to 'CCC+' from 'B-'.  "Our estimates of the
operating cash flows necessary for the company to fund all
required financing obligations and capital spending internally
provide no allowances for production shortfalls or commodity-price
weakness from now until 2012.  This lack of financial flexibility
is characteristic of a credit profile in the 'CCC' category," Ms.
Dathorne added.


PAHRUMP 37.65: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: PAHRUMP 37.65, LLC
        8290 West Sahara Ave., Suite 186
        Las Vegas, NV 89117

Bankruptcy Case No.: 10-30943

Chapter 11 Petition Date: November 2, 2010

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

Judge: Linda B. Riegle

Debtor's Counsel: Gerry G. Zobrist, Esq.
                  GERRY G. ZOBRIST, LTD.
                  5440 West Sahara Ave. Ste 105
                  Las Vegas, NV 89146
                  Tel: (702) 656-5156
                  Fax: (702) 656-5157
                  E-mail: gerry@zobristlaw.com

Scheduled Assets: $8,250,100

Scheduled Debts: $5,000,000

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Chicago Title             Notice of Trustee's    Unknown
Foreclosure Department    Sale
3993 Howard Hughes Pkwy
Suite 120
Las Vegas, NV 89169

The petition was signed by Debbie Barnett, manager.


PAJAAMCO FAMILY: Can Sell Leasehold Estate in Condominum Apt. 4129
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
authorized PAJAAMCO Family Limited Partnership to sell free and
clear of liens the Debtor's Leasehold Estate in Condominium
Apartment No. 4129, Building "A" and Parking Space 4129, of Sea
Island Tower Condominiums, a Condominium Regime in the Town of
South Padre Island, Cameron County, Texas, with all liens
attaching to the proceeds of sale.

The Court also ordered the Debtor to pay all usual and customary
closing fees and costs, including attorneys fees for closing the
sale, as well as all assessed and unpaid ad valorem property taxes
secured by the Property, homeowners association fees, mechanics
and materialmen's liens and all valid liens against the Property.

All real property taxes due and owing on the Property that are
delinquent and unpaid as of the closing of the sale shall be paid
at closing and that current year tax liens shall remain attached
to the Property until all current year taxes are fully paid.
Further, the claim of Inter National Bank secured by the Property
shall be paid in full at closing.

                   About PAJAAMCO Family Limited

McAllen, Texas-based PAJAAMCO Family Limited Partnership, fdba
Pajamco Family Limited Partnership, filed for Chapter 11
bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas Case
No. 10-70010).  John Kurt Stephen, Esq., at Cardena Whitis and
Stephen, assists the Debtor in its restructuring effort.  The
Company disclosed assets of $26,760,745, and debts of $15,664,200.


PENN TRAFFIC: Bankruptcy Court Confirms Ch. 11 Liquidating Plan
---------------------------------------------------------------
In a regulatory filing Tuesday, The Penn Traffic Company discloses
that on October 29, 2010, the U.S. Bankruptcy Court for the
District of Delaware entered an order confirming the Company's
Chapter 11 plan of liquidation.  The Company anticipates that the
effective date of the Plan will be on or about November 1, 2010,
provided certain conditions have been satisfied or waived.

The Effective Date of the Plan will be the day that each of the
following conditions have been satisfied or waived: (a) all
actions, documents, and agreements necessary to implement the Plan
and all transactions described in the Plan shall have been
effected or executed, as applicable and (b) the Confirmation Order
shall not have been stayed.

The Plan is a liquidating plan that provides, among other things,
for the liquidation of the Debtors' remaining assets by a Plan
Administrator and for the satisfaction of all Allowed Claims.  All
existing Equity Interests in the Company will be canceled and
extinguished and holders thereof will receive no distributions
under the Plan.

The Plan Administrator will reduce the assets of the Debtors to
cash and distribute the cash first in full payment of any and all
Allowed Administrative Claims, Allowed Professional Compensation
Claims and Priority Tax Claims.  The remaining balance of Estate
Property will be distributed in accordance with the terms of the
Plan.  Each of the Debtors will be dissolved after liquidation is
complete.

The complete text of the Chapter 11 Plan of Liquidation is
available for free at http://researcharchives.com/t/s?6d73

The complete text of the Confirmation Order is available for free
at http://researcharchives.com/t/s?6d74

                        About Penn Traffic

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Del. Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory W.
Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the
Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company disclosed $150,347,730 in
assets and $136,874,394 in liabilities as of May 4, 2009.

The Company's affiliates also filed separate Chapter 11 petitions
-- Sunrise Properties, Inc.; Pennway Express, Inc.; Penny Curtiss
Baking Company, Inc.; Big M Supermarkets, Inc.; Commander Foods
Inc.; P and C Food Markets, Inc. of Vermont; and P.T. Development,
LLC.

Following a bankruptcy court-sanctioned auction, Tops Markets LLC
purchased almost all of Penn Traffic's stores as a going concern
by paying $85 million cash.  The sale was structured so Penn
Traffic avoided a $72 million claim for pension plan termination
and a $27 million claim by the principal supplier.


PRMC, INC.: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: PRMC, Inc.
        312 Keeton Road
        Richmond, VA 23227

Bankruptcy Case No.: 10-37590

Chapter 11 Petition Date: November 1, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: Ronald Allen Page, Jr., Esq.
                  RONALD PAGE, PLC
                  4860 Cox Road, Suite #200
                  Glen Allen, VA 23060
                  Tel: (804) 562-8704
                  Fax: (804) 482-2427
                  E-mail: rpage@rpagelaw.com

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

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

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

The petition was signed by Zulfiqar M. Khan, president.


PRUDENTIAL FINANCIAL: Fitch Lifts Subordinated Debt Rating
----------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating and senior
debt ratings of Prudential Financial Inc. one notch to 'A-' and
'BBB+' respectively.  The subordinated debt rating is also
upgraded one notch to 'BBB-' from 'BB+'.

Fitch has also upgraded the long-term IDR of Prudential Bank &
Trust, FSB to 'A-' from 'BBB+' and the long-term deposit rating to
'A' from 'A-.

At the same time, Fitch has affirmed the 'A+' Insurer Financial
Strength rating of Prudential Insurance Company of America and all
other PFI ratings.  The Outlook for all ratings is Stable.  A
complete list of ratings is provided at the end of this release.

These rating actions follow an updated review of PFI's leverage,
liquidity, capitalization, investment results and earnings.

The upgrade of PFI reflects the significant steps the group has
taken to reduce its reliance on short-term debt, reduce overall
leverage, and strengthen overall liquidity.  PFI's short-term debt
declined by $13 billion between year-end 2007 and June 30, 2010.
Total debt outstanding, which combines operating and capital debt,
was down 17% over the same period.

The reduction in short-term debt was driven primarily by a
significant decline in the use of commercial paper (CP) to fund
subsidiary operations.  Total outstanding CP was about $1 billion
for PFI and Prudential Funding LLC combined at June 30, 2010,
compared to $7 billion at year-end 2007.  PFI has also reduced the
capacity of its CP programs.  Fitch believes the reduced reliance
on CP reflects a change in PFI's financial management and not a
temporary reduction in the use of short-term funding.

PFI's equity-adjusted financial leverage, which incorporates
primarily capital debt, was 25% as of June 30, 2010.  This is
expected to increase modestly over the near term due to funding
associated with the company's pending acquisition of two Japanese
life insurance subsidiaries from AIG, and is expected to close in
the first quarter of 2011.  Funding for the $4.8 billion
transaction is expected to be sourced in part from the issuance of
$1.2 billion of senior debt.  (See related press release, 'Fitch
Affirms Prudential Financial's Ratings on Acquisition
Announcement, dated Sept. 30, 2010) PFI's Total Financing and
Commitments ratio, which includes all debt, is expected to remain
in the 1.3 times range.

Fitch views PFI's liquidity as strong.  In 2010, the company
increased its minimum holding company cash balance from
$300 million to $1 billion, which reflects approximately 18
months of fixed charge coverage.  PFI's actual cash balance was
$5.4 billion as of Sept. 30, 2010.  The company has no significant
debt maturities until 2012.

The PB&T upgrades are due to the upgrade of PFI, the bank's
parent.  PB&T exists to provide retail deposit products and trust
services to IRA rollover clients of Prudential Retirement, and it
accepts mortgage escrow deposits from Prudential Mortgage Capital
Company.  Its ratings are therefore directly linked to those of
PFI.

The affirmation of PFI reflects the group's improved earnings,
strong statutory capitalization and improved investment results.
Fitch expects pre-tax adjusted operating income of over $3 billion
in 2010 compared to just over $1 billion in 2009 excluding a one-
time gain on the sale of the Wachovia joint venture.  Fitch also
expects net income of about $2 billion for the full year 2010.
While not fully back to pre-crisis levels, this is approaching
those levels.  Fitch takes a positive view of the diversification
of PFI's earnings and cash flows from domestic insurance,
international insurance, and asset management.  GAAP EBIT coverage
of capital debt interest expense is expected to remain in the 5x-
6x range over the medium term.

U.S. statutory capitalization was strong as of June 30, 2010.
Fitch estimates that PICA's risk-based capital ratio was 501%
after paying a $2.4 billion dividend to PFI in the second quarter,
and the combined RBC, including Prudential Annuities and Life
Assurance Co. was 530%.  Prudential of Japan and Gibraltar
solvency margins were strong at 1,339% and 1,135%, respectively,
as of June 30, 2010.  PICA's RBC is expected to end the year above
450%.

The Stable Rating Outlook reflects, in part, Fitch's view that the
company's exposure to future investment losses under Fitch's base
case loss scenario is manageable in the context of the company's
statutory capital and projected operating earnings.  Fitch notes
that investment losses realized in the first half of 2010 have
declined significantly relative to the prior year, consistent with
industry peers.  PFI's consolidated fixed income investment
portfolio was in a $6 billion net gain position at June 30, 2010.

Fitch notes that PFI has experienced very strong growth in sales
and market share in the U.S. variable annuities business.  PFI's
U.S. variable annuity sales increased by approximately 60% in 2009
while industry sales declined 19%.  While Fitch recognizes the
risk mitigants PFI has in place to manage the risks associated
with its variable annuity business, it remains concerned about the
volatility in earnings and capital requirements associated with
this business.

The affirmation of PB&T's individual rating of 'B/C' reflects
continued strong capitalization, significant excess liquidity, and
minimal risk appetite.

Material deviation from these key rating expectations could cause
a change in the ratings either positively or negatively:

  -- PICA's and PALAC'S RBC ratios well above 400% and 800%
     respectively for the full year 2010.

  -- Prudential of Japan's and Gibraltar's published solvency
     ratios under the new capital standards remain within rating
     expectations.

  -- Fitch's equity-adjusted leverage below 30%.

  -- TFC ratio in the range of 1.3x.

  -- Use of CP to fund subsidiary operations remains much lower
     than in pre-2009 periods (Fitch would expect to closely
     review the rationale for run-rate usage above 10% of total
     debt outstanding.)

  -- GAAP EBIT coverage of capital debt interest expense in the 5x
     to 6x range.

Fitch has upgraded these ratings with a Stable Outlook:

Prudential Financial, Inc.

  -- Long-term IDR to 'A-' from BBB+;
  -- Senior notes to 'BBB+' from 'BBB';
  -- Junior subordinated notes to 'BBB-' from 'BB+'.

Prudential Bank & Trust, FSB

  -- Long-term FC IDR to 'A-' from 'BBB+';
  -- Long-term deposits to 'A' from 'A-'.

Fitch has affirmed these ratings with a Stable Outlook:

Prudential Financial, Inc.

  -- Short-term IDR at 'F2';
  -- CP at 'F2'.

Prudential Insurance Company of America

  -- IFS at 'A+';
  -- Long-term IDR at 'A';
  -- Surplus notes at 'A-';
  -- Short-term IDR at 'F1'.

Prudential Funding, LLC

  -- Medium-term notes at 'A';
  -- CP at 'F1'.

PRICOA Global Funding I

  -- Secured notes program at 'A+'.

PRUCO Life Insurance Company
Prudential Annuities Life Assurance Corp.
Prudential Retirement Insurance & Annuity Company
PRUCO Life Insurance Company of New Jersey

  -- IFS at 'A+'.

Prudential Bank & Trust, FSB

  -- Short-term IDR at 'F2';
  -- Short-Term deposit at 'F1';
  -- Individual at 'B/C';
  -- Support at '1'.


QUICKEL BUILDING: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Quickel Building, LLC
        600 Central Ave SW #111
        Albuquerque, NM 87102

Bankruptcy Case No.: 10-15548

Chapter 11 Petition Date: November 2, 2010

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: Gerald R. Velarde, Esq.
                  LAW OFFICE GERALD R. VELARDE, PC
                  2531 Wyoming Blvd NE
                  Albuquerque, NM 87112-1027
                  Tel: (505) 248-1828
                  Fax: (505) 843-8369
                  E-mail: velardepc@hotmail.com

Estimated Assets: $100,001 to $500,000

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nmb10-15548.pdf

The petition was signed by Vincent J. Garcia, managing member.


RCC NORTH: Plan Confirmation Hearing Scheduled for December 7
-------------------------------------------------------------
The Hon. Sarah S. Curley of the U.S. Bankruptcy Court for the
District of Arizona will convene a hearing on December 7, 2010, at
11:00 a.m., to consider the confirmation of RCC North LLC's Plan
of Reorganization, amended as of October 12.

Any objections to the Plan confirmation, and written acceptances
or rejections to the Plan are due five business days prior to the
hearing date.  A written report by the Plan Proponent must be
filed three days prior to the hearing date.

As reported in the Troubled Company Reporter on August 10, the
Plan will be funded by operation of the property and a capital
infusion in the amount of the new value by the Debtor's sole
member, Raintree Corporate Center Holdings, LLC, or the successful
bidder, if an auction is held.  RCCH will place $250,000 in escrow
in the trust account of the Debtor's bankruptcy counsel on or
before the confirmation date.

                       Treatment of Claims

The secured claims of US Bank, N.A., as Trustee for the Registered
Holders of Merrill Lynch Mortgage Trust 2006-C1, Commercial
Mortgage Pass-Through Certificates, Series 2006-C1, will be
limited to the value of its collateral ($27,100,000), which US
Bank asserts.  The remainder of US Bank's Allowed Claim will be
treated as a general unsecured claim in Class 5.

Commencing on the effective date, the allowed secured claim of
Maricopa County, Arizona, if any, will be paid in equal quarterly
payments of principal and interest over a term of 1 year.
Interest will accrue and will be paid at the statutory rate plus
2%.

The allowed secured claim of the law firm of Fennemore Craig
will include interest at the Plan rate from the date that the
amount due and owing to Fennemore Craig first became 60 days past
due until the effective date of the Plan.

The Debtor will pay interest on Larson Allen's claim at the rate
of 1.5% per month, Larson Allen's allowed secured claim will
include interest at the Plan rate from the date that the amount
due and owing to Larson Allen first became 60 days past due until
the effective date of the Plan.

Eye Level Holdings' reimbursement claim will be satisfied and paid
in full by Eye Level Holdings setting off against the monthly rent
owing by Eye Level Holdings to the Reorganized Debtor.

The allowed unsecured claims in this Class will be treated as:

   i) allowed unsecured claims will share, pro rata, in a
      distribution of $500,000 in cash paid by the Reorganized
      Debtor, from the new value contribution, on the 90th day
      following the effective date of the Plan.

  ii) the Reorganized Debtor will issue to each holder of an
      allowed unsecured claim its pro rata portion of a $5 million
      subordinated debenture payable to holders of allowed
      unsecured claims. The Subordinated Debenture will not accrue
      interest.

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

                        About RCC North LLC

Scottsdale, Arizona-based RCC North LLC owns and operates two
Class A office buildings and the related corporate campuses known
as Phase I and Phase II of the Raintree Corporate Center located
north of the northeast corner of Loop 101 (Pima Freeway) and
Raintree Drive, at 15333 North Pima Road and 15111 North Pima
Road, respectively, in Scottsdale, Arizona.

The Company filed for Chapter 11 bankruptcy protection on April
15, 2010 (Bankr. D. Ariz. Case No. 10-11078).  John J. Hebert,
Esq., Mark W. Roth, Esq., and Philip R. Rudd, Esq. at Polsinelli
Shughart PC represent the Debtor in its restructuring effort. The
Company estimated its assets and debts at $50 million to
$100 million in its Chapter 11 petition.


RCC NORTH: Wants Exclusive Solicitation Period Extended to Dec. 11
------------------------------------------------------------------
RCC North LLC asks the U.S. Bankruptcy Court to extend its
exclusive period to obtain acceptances of its Plan of
Reorganization dated July 14, 2010, to December 11, 2010.

RCC North filed its proposed plan and accompanying disclosure
statement on July 14, 2010.  As reported in the Troubled Company
Reporter on August 10, 2010, the Plan will be funded by
operation of the property and a capital infusion in the amount of
the new value by the Debtor's sole member, Raintree Corporate
Center Holdings, LLC, or the successful bidder, if an auction is
held.  RCCH will place $250,000 in escrow in the trust account of
the Debtor's bankruptcy counsel on or before the confirmation
date.

                       About RCC North LLC

Scottsdale, Arizona-based RCC North LLC owns and operates two
Class A office buildings and the related corporate campuses known
as Phase I and Phase II of the Raintree Corporate Center located
north of the northeast corner of Loop 101 (Pima Freeway) and
Raintree Drive, at 15333 North Pima Road and 15111 North Pima
Road, respectively, in Scottsdale, Arizona.

The Company filed for Chapter 11 bankruptcy protection on
April 15, 2010 (Bankr. D. Ariz. Case No. 10-11078).  The Company
estimated its assets and debts at $50 million to $100 million in
its Chapter 11 petition.  John J. Hebert, Esq., Mark W. Roth,
Esq., and Philip R. Rudd, Esq., at Polsinelli Shughart PC, in
Phoenix, Ariz., are the attorneys for the Debtor.


REDDY ICE: DOJ Won't Take Action in Antitrust Investigation
-----------------------------------------------------------
Reddy Ice Holdings Inc. announced that its counsel has been
notified by the Antitrust Division of the Department of Justice
that the Division will take no action against the Company or any
of its employees in connection with the Division's investigation
of the packaged ice industry.

                          About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name.

The Company's balance sheet for June 30, 2010, showed
$507.05 million in total assets, $50.47 million in total current
liabilities, $450.63 million in total long-term obligations,
$16.56 million in deferred taxes and contingencies, and a
stockholders' deficit of $10.62 million.

                            *     *     *

As reported by the Troubled Company Reporter on August 17, 2010,
Moody's Investors Service lowered Reddy Ice Holdings' corporate
family and probability-of-default ratings to B3 from B2, and its
$12 million senior discount notes due 2012 to Caa2 from Caa1.
Moody's also lowered the rating on Reddy Ice Corporations' $300
million first lien senior secured notes due 2015 to B2 from B1 and
the $139 million second lien notes due 2015 to Caa2 from Caa1.
The ratings outlook remains negative.  The speculative grade
liquidity rating was affirmed at SGL-3.

The ratings downgrade was prompted by Reddy Ice's elevated
financial leverage through the first half of 2010 due to weaker
than expected operating performance and the expectation that
leverage will remain elevated.  The B3 corporate family rating
considers ongoing operational risks related to weather as well as
increasing acquisition activity.

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

Moody's Investors Service said Reddy Ice Holdings, Inc.'s (the
entity that wholly owns Reddy Ice Corporation) announcement that
it has amended and restated its credit agreement, consisting of a
$50 million revolving credit facility (not rated), does not affect
the B3 corporate family rating, nor the existing instrument
ratings and the negative ratings outlook.


RENE COUMANS: Section 341(a) Meeting Scheduled for Dec. 3
---------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Rene H.
Coumans' creditors on December 3, 2010, at 11:30 a.m.  The meeting
will be held at 2000 E. Spring Creek Parkway, Plano, TX 75074.

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.

Como, Texas-based Rene H. Coumans, dba Belle Vue Dairy, filed for
Chapter 11 bankruptcy protection on October 25, 2010 (Bankr. E.D.
Tex. Case No. 10-43677).  Robert T. DeMarco, Esq., and Michael S.
Mitchell, Esq., at Demarco-Mitchell, PLLC, assist the Debtor in
its restructuring effort.  The Debtor estimated its assets and
debts at $10 million to $50 million.


REOSTAR ENERGY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: ReoStar Energy Corporation
          aka Goldrange Resources, Inc.
        3880 Hulen Street, Suite 500
        Fort Worth, TX 76107

Bankruptcy Case No.: 10-47176

Chapter 11 Petition Date: November 1, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Bruce W. Akerly, Esq.
                  CANTEY HANGER LLP
                  1999 Bryan Street, Suite 3330
                  Dallas, TX 75201
                  Tel: (214) 978-4129
                  Fax: (214) 978-4150
                  E-mail: bakerly@canteyhanger.com

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

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

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

The petition was signed by M. O. Rife, III, chairman.


REOSTAR LEASING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: ReoStar Leasing, Inc.
        c/o Bruce W. Akerly
        Cantey Hanger LLP
        1999 Bryan Street, Suite 3330
        Dallas, TX 75201
        Tel: (214) 978-4129

Bankruptcy Case No.: 10-47201

Chapter 11 Petition Date: November 1, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Bruce W. Akerly, Esq.
                  CANTEY HANGER LLP
                  1999 Bryan Street, Suite 3330
                  Dallas, TX 75201
                  Tel: (214) 978-4129
                  Fax: (214) 978-4150
                  E-mail: bakerly@canteyhanger.com

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

Estimated Debts: $100,001 to $500,000

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

The petition was signed by M. O. Rife, III, chairman.


REVLON CONSUMER: Posts $14.2 Million Net Income in Sept. 30 Qtr.
----------------------------------------------------------------
Revlon Consumer Products Corporation filed its quarterly report on
Form 10-Q, showing a net income of $14.2 million on $319.0 million
of net sales for the three months ended Sept. 30, 2010, compared
with a net income of $26.3 million on $326.2 million of net sales
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$839.5 million in total assets, $313.2 million in total current
liabilities, $1.1 billion in long-term debt, $107.0 million in
long-term debt (affiliates), $199.2 million in long-term pension
and other post-retirement plan liabilities, $61.4 million in
other long-term liabilities, and a stockholder's deficit of
$943.4 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6d5a

                      About Revlon Consumer

Headquartered in New York, Revlon Consumer Products Corporation is
a worldwide cosmetics, skin care, fragrance, and personal care
products company.  The company is a wholly-owned subsidiary of
Revlon, Inc., which is majority-owned by MacAndrews & Forbes,
which is in turn wholly-owned by Ronald O.  Perelman.  Revlon's
net sales for the twelve-month period ended December 2009 were
approximately $1.3 billion.  M&F beneficially owns approximately
77.4% of Revlon's outstanding Class A common stock, 100% of
Revlon's Class B common stock and 78.8% of Revlon's combined
outstanding shares of Class A and Class B common stock, which
together represent approximately 77.2% of the combined voting
power of such shares.

Revlon Consummer carries a B/Positive/-- rating from Standard &
Poor's Ratings Services.


RICHARD MEYER: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Richard Theodore Meyer
        P.O. Box 2569
        Sulphur, LA 70664

Bankruptcy Case No.: 10-21168

Chapter 11 Petition Date: November 2, 2010

Court: United States Bankruptcy Court
       Western District of Louisiana (Lake Charles)

Debtor's Counsel: Gerald J. Casey, Esq.
                  613 Alamo Street
                  Lake Charles, LA 70601
                  Tel: (337) 474-5005
                  E-mail: ECF@caseylaw.net

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

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

A list of the Debtor's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/lawb10-21168.pdf


ROBERT FERRANTI: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Robert J. Ferranti, Sr.
        6975 Rogers Street
        Las Vegas, NV 89118

Bankruptcy Case No.: 10-30859

Chapter 11 Petition Date: November 1, 2010

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

Judge: Linda B. Riegle

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

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

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

A list of the Debtor's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-30859.pdf


ROTHSTEIN ROSENFELDT: Accounting Firm Settles Malpractice Suit
--------------------------------------------------------------
South Florida Business Journal's Paul Brinkmann reports that Coral
Gables-based Berenfeld Spritzer Shechter & Sheer has agreed to
settle two malpractice lawsuits connected to the Scott Rothstein
scandal for $10 million.  Berenfeld provided tax accounting for
Mr. Rothstein, his defunct law firm, and for the top feeder in Mr.
Rothstein's $1.2 billion fraud, one of the funds led by George
Levin.

The Business Journal says the settlement amount marks the limits
of Berenfeld's malpractice insurance policies.  The Business
Journal says the agreement was filed Wednesday in the bankruptcy
case of Rothstein Rosenfeldt Adler.

The Business Journal relates the settling parties include the
bankruptcy trustee overseeing the defunct firm, Berenfeld's
insurer Lexington Insurance Co. and investors represented by Fort
Lauderdale attorney William Scherer.

The parties have agreed to a bar against further claims against
Berenfeld.  The settlement also resolves all claims by the
settling parties against Berenfeld employees Tracy Weintraub, Gary
Berkowitz and Brian Leitstein, or any other employees or
successors to the firm.

The Business Journal notes investors, including Fort Lauderdale
venture capitalist Doug Von Allmen, had alleged that Berenfeld's
role should have made it apparent that Rothstein's money was
dirty.  The firm argued it did not provide "substantial
assistance" to Mr. Rothstein in committing his crimes.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA, has been suspected of running a $1.2 billion Ponzi scheme.
U.S. authorities claimed in a civil forfeiture lawsuit filed
November 9, 2009, that Mr. Rothstein, the firm's former chief
executive officer, sold investments in non-existent legal
settlements.  Mr. Rothstein pleaded guilty to five counts of
conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


SAFE INSTALLATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: SAFE Installation Services Corp.
        aka SAFE Consulting Services
        10011 N Fleetwood St
        Spokane, WA 99208

Bankruptcy Case No.: 10-06140

Chapter 11 Petition Date: October 29, 2010

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Debtor's Counsel: Ian Ledlin, Esq.
                  PHILLABAUM LEDLIN MATTHEWS & SHELDON PLL
                  421 W Riverside Ave, Suite 900
                  Spokane, WA 99201
                  Tel: (509) 838-6055
                  Fax: (509) 625-1909
                  E-mail: ian@spokelaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/waeb10-06140.pdf

The petition was signed by Adrian M. Steik, president.


SEA ISLAND: Court Confirms Plan to Sell Substantially All Assets
----------------------------------------------------------------
Sea Island Company disclosed that Judge John S. Dalis of the
United States Bankruptcy Court for the Southern District of
Georgia confirmed the Company's Amended and Restated Joint Chapter
11 Plan.  Under the terms of the Plan, the Company expects, by the
end of the year, to close on the sale of substantially all of its
assets to Sea Island Acquisition LP, a limited partnership
comprising investment funds managed by the global investment firms
Oaktree Capital Management, L.P. and Avenue Capital Group, The
Anschutz Corporation and Starwood Capital Group.

The Plan was supported by Sea Island Company's senior secured
lenders, supported by the Official Committee of Unsecured
Creditors and, as of the time of the hearing, had been
overwhelmingly approved by its other creditors.

"I am very pleased that we were able to achieve a consensual plan
that addresses the needs and interests of our members, guests,
vendors and our employees, who continue to provide the kind of
genuine, heartfelt service for which Sea Island is so well known,"
stated Bill Jones III, Chairman and Chief Executive Officers of
Sea Island Company.  "Our buyers understand and appreciate that it
is this kind of support and dedication that has helped make Sea
Island so special for many years.  Today is a new beginning for
Sea Island and a continuation of our great heritage."

Sea Island Company's financial advisors are FTI Consulting and
Goldman Sachs & Co., and its legal advisor is King & Spalding LLP.

                      About Sea Island

St. Simons Island, Georgia-based Sea Island Company --
http://www.seaisland.com/-- aka Sea Island Shooting School, Sea
Island Yacht Club, Sea Island Stables, and Cabin Bluff, is a
private resort and real estate development company founded in
1926.  Sea Island Company owns and operates Sea Island Resorts,
featuring two of the world's most exceptional destinations: the
Forbes Five-Star Cloister at Sea Island and The Lodge at Sea
Island.

Sea Island filed for Chapter 11 protection on August 10, 2010
(Bankr. S.D. Ga. Case No. 10-21034).  Sea Island filed a Chapter
11 plan based upon an agreement to sell substantially all of its
assets to Sea Island Acquisition LP, a limited partnership formed
by investment funds managed by the global investment firms Oaktree
Capital Management, L.P., and Avenue Capital Group.

The Debtor estimated its assets and debts at $500 million to
$1 billion as of the Petition Date.

Affiliates Sea Island Coastal Properties, LLC; Sea Island
Services, Inc.; Sea Island Resort Residences, LLC; Sea Island
Apparel, LLC; First Sea Island, LLC; and Sical, LLC, filed
separate Chapter 11 petitions also on August 10, 2010.

Sarah R. Borders, Esq., Harris Winsberg, Esq., Sarah L. Taub,
Esq., and Jeffrey R. Dutson, Esq., at King & Spalding LLP, assist
the Debtor in its restructuring effort.  Robert M. Cunningham,
Esq., at Gilbert, Harrell, Sumerford & Martin PC, is the Debtor's
co-counsel.  FTI Consulting, Inc., is the Debtor's restructuring
advisor.  EPIQ Bankruptcy Solutions, LLC, is the Debtor's claims
and notice agent.

Donald F. Walton, the U.S. Trustee for Region 21, appointed seven
members to the official committee of unsecured creditors in the
case.  The committee has retained Jordi Guso, Esq., at Berger
Singerman, P.A. as its counsel.


SEARCHMEDIA HOLDINGS: Posts $22.6 Million Net Loss in 2009
----------------------------------------------------------
SearchMedia Holdings Limited filed on November 1, 2010, its annual
report on Form 10-K, reporting 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's balance sheet at December 31, 2009, showed
$99.8 million in total assets, $51.4 million in total liabilities,
and stockholders equity of $48.4 million.

For the year ended December 31, 2009, and 2008, the Company's cash
flows used in operating activities were $8.8 million and $1.5
million, respectively.

The Company discloses 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.

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

               http://researcharchives.com/t/s?6d58

                    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.


SENSATA TECHNOLOGIES: To Buy Honeywell's Sensors Biz. for $140MM
----------------------------------------------------------------
Sensata Technologies Holding N.V. has reached a definitive
agreement to acquire the "Automotive on Board" sensors business of
Honeywell International for $140 million in cash.

"This acquisition further expands our leadership in the global
automotive sensors market and complements our already strong
organic growth in the powertrain segment for our existing pressure
products," said Tom Wroe, Sensata Technologies Chairman and Chief
Executive Officer.  "It also adds new capabilities in light
vehicle speed and position sensing and builds Sensata's market
share in Asia -- specifically in China, the world's fastest
growing automotive sensors market."

Sensata expects to fund the purchase from available cash resources
and anticipates that this transaction will be neutral to 2010
earnings, excluding transaction costs in the range of $3-4 million
that will be incurred in Q4 2010.  The transaction, which is
subject to regulatory review, is expected to close in early 2011.
It is expected that the acquisition will contribute to both
revenue and Adjusted Net Income growth in 2011 and beyond.  The
Automotive on Board sensors business has annual sales of
approximately $130 million.

"We believe this purchase represents a strategic use of our
cash on-hand and meets all our strategic and investment return
criteria," said Sensata Technologies Chief Financial Officer Jeff
Cote.  "We expect to realize synergies on the integration
activities over 18 to 24 months."

                           About Sensata

Almelo, Netherlands-based Sensata Technologies B.V. --
http://www.sensata.com/-- supplies sensing, electrical
protection, control and power management solutions.  Majority-
owned by affiliates of Bain Capital Partners, LLC, a leading
global private investment firm, and its co-investors, Sensata
employs approximately 9,500 people in nine countries.  Sensata's
products improve safety, efficiency and comfort for millions of
people every day in automotive, appliance, aircraft, industrial,
military, heavy vehicle, heating, air-conditioning, data,
telecommunications, recreational vehicle and marine applications.

As reported by the TCR on December 7, 2009, Moody's Investors
Service has upgraded Sensata Technologies B.V.'s Corporate Family
and Probability of Default ratings to Caa1 from Caa2, as well as
the company's senior secured credit facility to B2, senior
unsecured notes to Caa2, and senior subordinated notes to Caa3.
In a related rating action, Moody's affirmed the Company's
Speculative Grade Liquidity rating at SGL-3.  The outlook is
positive.

The TCR on Nov. 4, 2009, said that Standard & Poor's affirmed the
ratings on Attleboro, Massachusetts-based Sensata Technologies,
Inc., including the 'CCC+' corporate credit rating.  At the same
time, S&P revised the outlook on the company to stable from
negative.

Standard & Poor's Ratings Services raised its ratings on sensors
and controls manufacturer Sensata Technologies B.V., including the
corporate credit rating, to 'B+' from 'B'.  The outlook is
positive.

Moody's Investors Service has upgraded Sensata Technologies B.V.'s
Corporate Family and Probability of Default ratings to B2 from B3.
In a related action, the company's senior secured credit facility
was affirmed B1, senior unsecured notes affirmed Caa1, and senior
subordinated notes upgraded to Caa1 from Caa2.  Moody's also
upgraded the company's Speculative Grade Liquidity rating to SGL-2
from SGL-3.  The rating outlook is positive.

Moody's Investors Service said that Sensata Technologies B.V. B2
Corporate Family Rating and positive outlook remain unchanged
following the announcement of its public holding company, Sensata
Technologies Holding N.V., that it has reached a definitive
agreement to acquire the "Automotive on Board" sensors business of
Honeywell International for $140 million in cash.


SENTINEL MANAGEMENT: Bank of New York Beats Suit by Trustee
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports U.S. District Judge James B. Zagel wrote a 68-page opinion
affirming that Bank of New York Mellon Corp. has a valid secured
claim against Sentinel Management Group Inc.

Mr. Rochelle recounts that after Sentinel's liquidating plan was
confirmed in December 2008, the trustee pursued a $550 million
lawsuit alleging the bank aided the fraud conducted by Sentinel's
management.  Although Judge Zagel originally denied a motion to
dismiss parts of the complaint, he said in January 2009 that he
was skeptical whether the trustee could produce the facts to
prevail ultimately.

According to Mr. Rochelle, Judge Zagel held a lengthy trial in May
without a jury and issued his opinion November 3 where he granted
the bank's previous motion for summary judgment.  Judge Zagel:

   -- denied the trustee's claims based on fraudulent transfer,
      preference, and equitable subordination;

   -- dismissed the claim alleging fraudulent transfers with
      actual intent to defraud because the trustee didn't present
      evidence showing a Ponzi scheme.

   -- denied the preference claim because the bank had more than
      sufficient collateral so it wasn't unsecured.

   -- denied the equitable subordination claim because the bank
      had no obligation to analyze the facts and discover fraud,
      even though there were so-called red flags.

The case is Frederick J. Grede, not individually but as
Liquidation Trustee for the Sentinel Liquidation Trust, Plaintiff,
v. The Bank of New York Mellon and The Bank of New York Mellon
Corp., Defendants, case no. 08-C-2582 (N.D. Ill.), and a copy of
the Hon. James B. Zagel's Memorandum Opinion and Order, dated
November 3, 2010, is available from http://is.gd/gIbBMat
Leagle.com.

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition on August 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represent the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On August 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed a plan of liquidation for Sentinel on
December 15, 2008, and Mr. Grede is managing the liquidation.


SIX FLAGS: S&P Raises Corporate Credit Rating to 'B+'
-----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating Grand Prairie, Texas-based theme park operator Six Flags
Entertainment Corp. to 'B+' from 'B'.  The rating outlook is
stable.

In conjunction with the upgrade, S&P has also raised its issue-
level ratings on Six Flags Theme Parks Inc.'s debt by one notch.
Recovery ratings remain unchanged.

"The rating upgrade reflects strong EBITDA growth in the first
nine months of 2010, which, combined with a much lower debt
balance following Six Flags' recent emergence from bankruptcy and
an adequate liquidity position, has resulted in a credit profile
in line with a 'B+' rating," said Standard & Poor's credit analyst
Ariel Silverberg.

The strong growth in adjusted EBITDA during the first nine months
of the year (33.5%) was driven primarily by higher attendance at
the parks (boosted by lower season pass prices for 2010), the
realization of cost-reduction initiatives (which contributed to an
approximate 680-basis-point improvement in unadjusted EBITDA
margin), and very favorable weather in 2010.  Additionally, S&P
believes performance could have also been aided by the company's
emergence from bankruptcy earlier this year, as the bankrupt
status of the company may have negatively affected consumer
perception last year.

The 'B+' rating on reflects Six Flags' high debt leverage,
significant seasonality, and high capital expenditure needs.  The
company's good geographic diversity only partially offsets these
risks.  Six Flags is the largest regional theme park operator in
the world, operating 19 parks in 13 locations.  Over three
quarters of its customers come from within 100 miles of the parks.
Six Flags has experienced a high degree of EBITDA volatility over
the past few years, partly due to changes in management and
strategic focus.  Customer perception of park safety and
cleanliness has also been somewhat negative historically, but it
has improved over the past few years.  S&P expects that the
current management team will focus on continuing to improve these
perceptions.


SOUEIDAN CAR: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Soueidan Car Wash, Inc.
        12851 Reeck Rd.
        Southgate, MI 48195

Bankruptcy Case No.: 10-73604

Chapter 11 Petition Date: November 2, 2010

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

Judge: Marci B. McIvor

Debtor's Counsel: James C. Bowser, Esq.
                  BOWSER & ASSOCIATES, PLC
                  413 Clinton Avenue
                  St. Clair, MI 48079
                  Tel: (810) 329-3500
                  E-mail: james.bowser@comcast.net

Estimated Assets: $100,001 to $500,000

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

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mieb10-73604.pdf

The petition was signed by Hala Soueidan, president.


SPANISH POINT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Spanish Point, LP
        6210 Campbell Road, Suite 140
        Dallas, TX 75248

Bankruptcy Case No.: 10-37791

Chapter 11 Petition Date: November 1, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Vickie L. Driver, Esq.
                  COFFIN & DRIVER, PLLC
                  7557 Rambler Road, Suite 110
                  Dallas, TX 75231
                  Tel: (214) 377-4848
                  Fax: (214) 377-4858
                  E-mail: vdriver@coffindriverlaw.com

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

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

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

The petition was signed by Roy Greenberg, Rep. of Receiver RMB
Investments, Inc.


SPANSION INC: S&P Affirms 'B' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Sunnyvale, California-based memory
supplier Spansion Inc.  The outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating (the same
as the corporate credit rating) and a recovery rating of '3' to
the company's proposed $200 million in senior unsecured notes.
The '3' recovery rating indicates S&P's expectation of meaningful
(50%-70%) recovery for lenders in the event of a payment default.

In addition, S&P affirmed its 'BB-' issue-level rating (two
notches higher than the corporate credit rating) on the remaining
approximately $250 million of the first-lien senior secured term
loan.

"S&P expects Spansion's adjusted trailing leverage to continue
improving toward the 2x area over the next few quarters,
reflecting growth in revenues as well as relatively stable memory
pricing and margins, post its May 2010 bankruptcy reorganization,"
said Standard & Poor's credit analyst Joseph Spence.  This is a
key rating support, given its narrow product and end-market focus.
In addition, S&P expects Spansion's commitment to a less capital
intensive fab-lite strategy and the expected completion of
bankruptcy-related payments in the March 2011 quarter to drive
improved free operating cash flows in 2011 from effectively
negative for the balance of 2010.

Spansion designs and sells "NOR"-based flash memories for
"embedded" application primarily in the computing, communications,
automotive, industrial, consumer, and gaming industries, each of
which are likely to grow in the mid-single-digit area through
2014.  The company's products are used to store microprocessor
instructions and data in applications such as navigation systems,
automotive engine control, printers, set-top boxes, arcade gaming,
and industrial control equipment.  The company competes against
larger rivals such as Micron Technology and Samsung, which have
significantly greater financial resources and product and end-
market diversity.


SPORTS AUTHORITY: S&P Assigns 'B-' Rating to $300 Mil. Notes
------------------------------------------------------------
Standard & Poor's Rating Services said that it assigned its 'B-'
issue-level rating to The Sports Authority's $300 million senior
secured term loan B, with a recovery rating of '3', indicating
S&P's expectation of meaningful (50%-70%) recovery in the event of
payment default.  At the same time, S&P affirmed its ratings on
The Sports Authority, including its 'B-' corporate credit rating.
The term loan B is expected to mature in 2017, and proceeds will
be used to repay the existing term loan B and repay a portion of
the senior subordinated notes.  The rating outlook is stable.

The ratings on Englewood, Colo.-based The Sports Authority Inc.
(TSA) reflect S&P's expectations for further modest performance
improvements as the company builds upon its gains from the first
half of 2010.

"S&P believes supply chain improvements and conservative inventory
management are likely to benefit margins going forward; however,
the company's highly leveraged capital structure and thin cash-
flow protection measures limit positive ratings momentum over the
near term," said Standard & Poor's credit analyst David Kuntz.

The company's vulnerable business profile reflects its
participation in the highly competitive and mature sporting goods
industry, and history of weak top-line trends.

Performance continues to improve for the company, and S&P expects
further incremental gains over the near term.  Same-store sales
have remained positive over the past few quarters, and S&P does
not expect this trend to change over the near term.  Margins have
posted gains over the past year because of higher merchandise
margins as well as supply chain enhancements.  These enhancements,
as well as a reduction in inventory by a fair amount over the past
year, should help it avoid discounting and reduce working capital
needs over the near term.  In S&P's view, the company will
continue to manage its inventory levels conservatively over the
next 12 months.


STEVE'S EXCAVATING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Steve's Excavating, Inc.
        5051 250th Street
        St. Cloud, MN 56301

Bankruptcy Case No.: 10-48087

Chapter 11 Petition Date: October 29, 2010

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

Judge: Dennis D. O'Brien

Debtor's Counsel: Kenneth Corey-Edstrom, Esq.
                  LARKIN HOFFMAN DALY & LINGREN LTD
                  1500 Wells Fargo Plaza
                  7900 Xerxes Ave South
                  Minneapolis, MN 55431
                  Tel: (952) 835-3800
                  Fax: (952) 896-3333
                  E-mail: kcoreyedstrom@larkinhoffman.com

Scheduled Assets: $1,012,128

Scheduled Debts: $1,042,805

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mnb10-48087.pdf

The petition was signed by Debra M. Voigt, president.


STILLWATER MINING: Posts $5.9 Mil. Net Profit in Third Quarter
--------------------------------------------------------------
Stillwater Mining Company reported net profit for the 2010 third
quarter of $5.9 million on revenues of $142.9 million.  This
compares to third quarter of 2009 net income of $4.2 million on
revenues of $112.0 million.

The Company's balance sheet at $778.23 million in total assets,
$287.90 million in total liabilities, and stockholder's holders
equity of $490.33 million.

Stronger realized PGM prices in the third quarter of 2010 more
than offset lower sales volumes in the third quarter of 2010 as
compared to the third quarter of 2009.  For the first nine months
of 2010, Stillwater Mining Company reported net income of $33.8
million on revenues of $411.2 million.  In the first nine months
of 2009, the Company reported a net loss of $2.9 million on
revenues of $292.6 million.  The first nine months of 2010 was
characterized by higher PGM prices and stronger performance from
the Company's recycling segment than in the same period last year.

During the third quarter of 2010, the Company revised its
cash management guidelines to extend the available investment
maturities on a portion of its cash balances, broaden the suite
of permissible investments, and adjust the percentage limits on
certain classes of investments.  As a result, a large share of the
Company's holdings that previously were treated as cash are now
classified on the balance sheet as short-term, available-for-sale
investments.  All of these short-term investments remain highly
liquid, but technically they no longer meet the strict definition
of cash and cash equivalents.

At September 30, 2010, the Company's available cash and cash
equivalents totaled $56.7 million, down $23.3 million from
June 30, 2010, and down $110.0 million from December 31, 2009.
However, if we include the Company's available-for-sale
investments, total available cash and investments at September 30,
2010, was $259.0 million, up $30.9 million from $228.1 million at
June 30, 2010 and up $57.8 million from $201.2 million at the end
of 2009.  Net working capital -- comprised of total current
assets, less current liabilities -- increased over the quarter to
$334.9 million at September 30, 2010, from $316.9 million at
June 30, 2010, and from $269.5 million at December 31, 2009.
Recycling inventories and advances decreased by $14.8 million
during the quarter.

Net cash provided by operating activities totaled $44.5 million
in the third quarter of 2010, compared to $31.7 million of cash
provided in the third quarter of 2009.  The increase in cash
from operations in the third quarter of 2010 mostly reflects the
earnings benefit of higher PGM prices.  Capital expenditures were
$10.9 million in the third quarter of 2010, up from $7.1 million
in the third quarter of 2009.

Outstanding debt at September 30, 2010, was $196.0 million,
unchanged from June 30, 2010, and December 31, 2009.  The
Company's total debt includes $166.5 million outstanding in the
form of convertible debentures due in 2028 and $29.5 million of
Exempt Facility Revenue Bonds due in 2020.

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6d67

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6d68

Stillwater Mining Company is headquartered in Billings, Montana.
The company is the only US producer of palladium and platinum and
one of the only producers of platinum group metals outside of
South Africa and Russia.  Revenues for the twelve month period
ended June 30, 2010, were approximately $482 million.

Stillwater Mining carries a 'Caa1' corporate family rating and
"stable" from Moody's.


STOREHOUSE INC: Court Rejects Teyssier's WARN, Sick Leave Claims
----------------------------------------------------------------
The Hon. Stephen S. Mitchell grants John Teyssier a priority claim
under Section 507(a)(4) of Bankruptcy Code, in the reduced amount
of $4,004.37.  The Bankruptcy Court, at the behest of Storehouse,
Inc., rejects the portion of Mr. Teyssier's claim under the Worker
Adjustment and Retraining Notification Act, 29 U.S.C. Sec. 2101 et
seq., and claim for unused sick leave, leaving only the claim for
unused vacation, to which the Debtor has not objected.

Mr. Teyssier's original claim was for $14,943.77, but was reduced
to the maximum priority claim amount of $10,000 under Section
507(a)(4).

A copy of Judge Mitchell's memorandum opinion and order dated
November 2, 2010, is available at http://is.gd/gI2fLfrom
Leagle.com.

                       About Storehouse Inc.

Storehouse, Inc., was a retailer of home furnishings and
accessories.  It filed a voluntary Chapter 11 petition (Bankr.
E.D. Va. Case No. 06-11144) on September 18, 2006, along with
parent The Rowe Companies and another affiliate.  Shortly
thereafter, it conducted going-out-of-business sales and ceased
operations.  A plan has not yet been confirmed.

                       About Rowe Companies

Headquartered in McLean, Virginia, The Rowe Companies --
http://www.therowecompanies.com/-- manufactures upholstered
retail home and office furniture, interior decorations, tableware,
lighting fixtures, and other interior design accessories.  The
company owns 100% of stock of manufacturing and retail
subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/--
and Storehouse, Inc. -- http://www.storehousefurniture.com/

Rowe Cos. and its two affiliates filed for chapter 11 protection
on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142 to 06-11144).
Alexander McDonald Laughlin, Esq., Dylan G. Trache, Esq., H. Jason
Gold, Esq., Rebecca L. Saitta, Esq., and Valerie P. Morrison,
Esq., at Wiley Rein LLP, represented the Debtors.  Douglas M.
Foley, Esq., Kenneth Michael Misken, Esq., and Sarah Beckett
Boehm, Esq., at McGuireWoods LLP, represented the Official
Committee of Unsecured Creditors of Rowe Furniture.

In schedules submitted with the Court, The Rowe Companies listed
total assets of $42,939,780 and total debts of $34,948,206; Rowe
Furniture listed total assets of $66,431,812 and total debts of
$46,486,046; and Storehouse listed total assets of $33,090,987 and
total debts of $109,777,822.

As reported by the Troubled Company Reporter on November 1, 2007,
Judge Stephen Mitchell confirmed The Rowe Companies' Third Amended
Chapter 11 Plan of Reorganization, which handed 100% of the stock
in the reorganized company to American Communication.


SYNERGISTIC ENTERPRISES: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Synergistic Enterprises, Inc.
        410 Broadway Avenue E., Suite 214
        Seattle, WA 98102

Bankruptcy Case No.: 10-23256

Chapter 11 Petition Date: November 2, 2010

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Larry B. Feinstein, Esq.
                  VORTMAN & FEINSTEIN
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  E-mail: feinstein2010@gmail.com

Scheduled Assets: $1,237,396

Scheduled Debts: $433,283

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by Gregory Lodwig, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Sustainable Enterprises, LLC          10-23257         11/02/2010


TELETOUCH COMMUNICATIONS: Shareholders Elect 5 Directors
--------------------------------------------------------
Teletouch Communications Inc. held its annual shareholder meeting
in Fort Worth, Texas, on October 25, 2010.  The shareholders
elected Robert M. McMurrey, Marshall G. Webb, Clifford E.
McFarland, Henry Y. L. Toh and Thomas A. Hyde, Jr. as directors.

Shareholders also voted to ratify the appointment of appointment
of BDO USA, LLP as independent auditors of the Company.

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.


TENAX MANAGEMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Tenax Management, LP
        12126 Westheimer, #116
        Houston, TX 77077

Bankruptcy Case No.: 10-40058

Chapter 11 Petition Date: November 2, 2010

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

Judge: Marvin Isgur

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  ROGERS & ANDERSON, PLLC
                  1415 North Loop West, Suite 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: barbaramrogers@swbell.net

Scheduled Assets: $2,689,528

Scheduled Debts: $4,575,000

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

The petition was signed by Massoud Bastankhah, president of GP.


THOMAS SCHULTHEIS: To Pay Creditors from Sale Proceeds
------------------------------------------------------
Thomas K. Schultheis and Toni L. Schultheis submitted to the U.S.
Bankruptcy Court for the Central District of California a proposed
Chapter 11 Plan and an explanatory Disclosure Statement.

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

The Debtors are individuals in the business of investing in real
estate.  The Debtors' principal assets are an estate home located
at 4455 Via Bendita, Santa Barbara, California, a vacant lot next
door to the house, and a limited liability company which owns and
trades securities.

According to the Disclosure Statement, the Plan seeks to
accomplish payment under the Plan by using the proceeds from the
sale of its real property.  On the effective date, all
administrative claims and general unsecured claims will be paid in
full.  To make the effective date payments, the Debtors will
liquidate securities held by the LLC, if and as necessary.  The
value of the LLC - $640,000 as of the Petition Date - is expected
to far exceed the effective date payments.  Other creditors are
those holding claims secured by the real property.

The Debtors are preparing for the sale of the real property valued
at $30.0 million, the Debtor against the real property is
approximately $10.5 million, leaving an equity cushion of
approximately $20.0 million.

The secured creditors will be paid in full through escrow upon the
sale of the real property will take place no later than December
31, 2015.

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

                    About Thomas K. Schultheis

Santa Barbara, California-based Thomas K. Schultheis and Toni L.
Schultheis filed for Chapter 11 on November 25, 2009 (Case C.D.
Calif. No. 09-14964).  The Debtors disclosed $34,888,100 in assets
and $10,450,000 in liabilities as of the Petition Date.  Attorneys
at Michaelson, Susi & Michaelson represent the Debtors.


T.M. GRYPHON: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: T.M. Gryphon Inc.
        1109 Gulf Freeway South
        League City, TX 77573
        Tel: (281) 338-9311

Bankruptcy Case No.: 10-80661

Chapter 11 Petition Date: November 2, 2010

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

Judge: Letitia Z. Paul

Debtor's Counsel: Leonnel Chukwuka Iruke, Esq.
                  IRUKE & UYAMADU LAW FIRM PLLC
                  8303 Southwest Freeway, Suite 210
                  Houston, TX 77074
                  Tel: (832) 755-9931
                  Fax: (713) 490-9080
                  E-mail: leoslaw@gmail.com

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

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

A list of the Company's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb10-80661.pdf

The petition was signed by Tommy Lynn Mays, Jr., president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Gloria Mays                           10-80212            04/06/10


TRUMAN FEAR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Truman John Fear, III.
                aka Jay Fear
                aka Truman J. Fear
               Teri Gay Fear
               311 W. Russell
               Welsh, LA 70591

Bankruptcy Case No.: 10-21161

Chapter 11 Petition Date: October 29, 2010

Court: United States Bankruptcy Court
       Western District of Louisiana (Lake Charles)

Debtor's Counsel: Gerald J. Casey, Esq.
                  613 Alamo Street
                  Lake Charles, LA 70601
                  Tel: (337) 474-5005
                  E-mail: ECF@caseylaw.net

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

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/lawb10-21161.pdf


TWIN WIND: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Twin Wind Development Corp.
        5893 W Tropicana Ave.
        Las Vegas, NV 89103

Bankruptcy Case No.: 10-30878

Chapter 11 Petition Date: November 1, 2010

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

Judge: Linda B. Riegle

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

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

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

A list of the Company's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-30878.pdf

The petition was signed by Mike Ferdowsi, manager.


UCI INTERNATIONAL: Post $4.37 Million Net Income in Sept. 30 Qtr.
-----------------------------------------------------------------
UCI International filed its quarterly report on Form 10-Q,
reporting net income of $4.37 million on $241.49 million of net
sales for the three months ended Sept. 30, 2010, compared with
net income of $8.17 million on $228.91 million on net sale for the
same period a year ago.

The Company's balance sheet at $1.141 billion in total assets,
$1.110 billion in total liabilities, and $30.16 million in
stockholder's equity.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6d6f

UCI, headquartered in Evansville, Indiana, is one of the larger
and more diversified companies primarily servicing the vehicle
aftermarket.  The company supplies a broad range of filtration
products, fuel delivery systems, cooling systems, and vehicle
electronics products.  While approximately 88% of revenues are
automotive related, UCI also services customers within the
trucking, marine, mining, construction, agricultural, and
industrial vehicle markets.  Annual revenues in 2009 were
approximately $885 million.  UCI is a portfolio company of The
Carlyle Group.

Moody's Investors Service raised the ratings of UCI International,
Inc. -- Corporate Family and Probability of Default -- to B2 from
Caa1.  UCI is the ultimate parent of United Components, Inc. This
action follows the execution of the new senior secured bank credit
facilities and completes the review initiated on September 2,
2010.  In a related action, Moody's also raised the rating of
UCI's unguaranteed senior unsecured notes, to Caa1 from Caa3.  The
rating outlook is stable.  See Moody's press release dated
September 2, 2010.


UNITED WESTERN: Lovell & Oak Hill Agree to Equity Investment
------------------------------------------------------------
United Western Bancorp Inc. has entered into a definitive
Investment Agreement with affiliates of Lovell Minnick Partners
LLC and Oak Hill Capital Management LLC as well as entities
controlled by Henry C. Duques, the former Chairman and Chief
Executive Officer of First Data Corporation, for significant
investments that will support United Western's recapitalization
plan.  The Investments were unanimously approved by the Company's
Board of Directors and are subject to regulatory and other
conditions.

Under the terms of the Investments, Lovell Minnick and Oak Hill
Capital will each purchase 117.5 million shares of United Western
common stock at $0.40 per share, or $47.0 million each, and Ric
Duques will purchase 22.5 million shares for $9.0 million.

Collectively, the $103.0 million total investment is part of what
is expected to be a $200 million private placement by the Company.
In addition, Lovell Minnick, Oak Hill Capital and Ric Duques will
receive, in aggregate, 25.75 million warrants to purchase shares
of United Western common stock.  The warrants are exercisable at
$0.40 per share and are for a term of ten years.  Upon the closing
of the transactions, Lovell Minnick and Oak Hill Capital will each
hold an ownership interest in United Western of approximately
23.1%, calculated after giving effect to the exercise of the
warrants.  Ric Duques will hold an ownership interest in United
Western of approximately 5.0%, calculated after giving effect to
shares already owned, shares to be received as consideration under
the acquisition of Legent Clearing, LLC by United Western and
after giving effect to the exercise of the warrants.

Guy A. Gibson, the Company's Chairman of the Board, said, "We are
very pleased to announce the Investments by Lovell Minnick, Oak
Hill Capital and Ric Duques.  The new capital will substantially
strengthen our capital ratios and provide United Western with a
solid base to rebuild long-term franchise and shareholder value."
Each of the Lovell Minnick, Oak Hill Capital and Ric Duques
Investments are conditioned upon each other and on other closing
conditions, including, among others, United Western raising a
total of at least $200 million of capital, receipt of certain
regulatory approvals, the acquisition by United Western Bank of
Legent Clearing, LLC, as previously announced in June 2010,
approval by the Office of Thrift Supervision, the approval of the
Federal Deposit Insurance Corporation and the Financial Industry
Regulatory Authority as to the acquisition of Legent Clearing,
LLC, NASDAQ granting United Western approval to issue the
securities described above in reliance on the shareholder approval
exemption set forth in NASDAQ Rule 5635(f), receipt of third-party
consents, no occurrence of a material adverse effect on the
Company and no adverse change in any banking or bank holding
company law, rule or regulation.

As part of the Investments and subject to the closing of the
transactions and the receipt of required regulatory approvals,
Lovell Minnick and Oak Hill Capital will each be able to appoint a
director and a non-voting observer to the Board of Directors of
United Western.  Guy A. Gibson will continue to serve as Chairman
of the Board.

A full-text copy of the investment agreement is available for free
at http://ResearchArchives.com/t/s?6d6d

                   About Lovell Minnick Partners

Lovell Minnick Partners LLC -- http://www.lovellminnick.com/-- is
a private equity firm providing buyout and growth capital to
companies in the financial services industry. From offices in the
Los Angeles and Philadelphia areas, Lovell Minnick manages private
equity partnerships totaling $800 million on behalf of qualified
private and institutional investors. Portfolio companies of Lovell
Minnick operate in various areas of the global financial services
industry, including asset management, financial product
distribution, outsourced administration services, securities
brokerage, financial consulting, and commercial and trust banks.

                 About Oak Hill Capital Management

Oak Hill Capital -- http://www.oakhillcapital.com/-- is a private
equity firm with more than $8.2 billion of committed capital from
leading entrepreneurs, endowments, foundations, corporations,
pension funds and global financial institutions.  Robert M. Bass
is the lead investor.  Over a period of more than 24 years, the
professionals at Oak Hill Capital and its predecessors have
invested in more than 60 significant private equity transactions.
Oak Hill Capital is one of several Oak Hill partnerships, each of
which has a dedicated and independent management team. These Oak
Hill partnerships comprise over $30 billion of investment capital
across multiple asset classes.

                   About United Western Bancorp

Denver, Colorado-based United Western Bancorp, Inc. (NASDAQ: UWBK)
-- http://www.uwbancorp.com/-- is a holding company whose
principal subsidiary, United Western Bank, is a community bank
focused on Colorado's Front Range market and selected mountain
communities.

United Western Bancorp, Inc., and Equi-Mor Holdings, Inc., its
direct subsidiary, entered into a Fifth Forbearance and Amendment
Agreement with JPMorgan Chase Bank, N.A., on October 29, 2010.

The terms of the Fifth Forbearance Agreement provide, among other
things, that (i) JPMorgan agrees to forbear from exercising its
rights and remedies under the Loan Documents on account of the
Fifth Forbearance Disclosed Defaults provided the Company and the
Pledgor satisfy all obligations set forth in the Fifth Forbearance
Agreement from the Effective Date as defined in the Agreement
until the earlier of: (i) the end of business on January 14, 2011;
or (ii) the occurrence of a default, other than the Fifth
Forbearance Disclosed Defaults, under any of the Loan Documents,
the Fifth Forbearance Agreement or any other agreement required to
be entered into by the Fifth Forbearance Agreement.

The forbearance by JPMorgan is conditioned upon, among other
things, the Company entering into an investment agreement with at
least two anchor investors on or before October 31, 2010, with the
investment agreement providing for the investment by the anchor
investors of no less than $91 million and collectively, an
investment of approximately $200 million of new money capital in
the Company.


UNITRIN INC: Fitch Puts Issuer Default Rating to Positive Watch
---------------------------------------------------------------
Fitch Ratings has placed Unitrin, Inc.'s debt and Issuer Default
Rating on Rating Watch Positive following both Unitrin's recent
announcement that it is contemplating issuing new public debt in
the fourth quarter of 2010, as well as additional analysis
completed by Fitch of Unitrin following recent meetings with
company management.

Fitch expects to upgrade Unitrin's IDR and existing holding
company senior debt ratings by one notch to 'BBB' and 'BBB-',
respectively, following a successful completion (within reasonable
terms) by the company of long-term debt issuance.  Accordingly,
Fitch also expects to rate Unitrin's new debt issue at 'BBB-' upon
issuance.  Also upon issuance, Fitch expects to affirm Unitrin's
subsidiary Insurer Financial Strength ratings at 'A-', and assign
a Stable Outlook to all of Unitrin's applicable ratings.  Fitch's
current Rating Outlook for Unitrin's IFS ratings is Negative.

Fitch believes the successful completion of a long-term debt
issuance, for which a portion of the proceeds would be used to pay
off the company's bank revolver in full, would materially improve
the company's financial flexibility and overall holding company
profile.  Concerns with respect to financial flexibility were a
key driver of both Fitch's previous Negative Rating Outlook on
Unitrin's holding company ratings (and current IFS Outlook), as
well as the wider than customary notching between Unitrin's
insurance company and holding company ratings.  A successful debt
issuance would greatly mitigate those concerns.

The Rating Watch Positive is also influenced by additional
analysis completed by Fitch related to Fireside Bank, Unitrin's
once troubled auto finance business, which the company previously
announced it would exit.  Idiosyncratic risks related to Fireside
Bank have also been a key driver of the wider than customary
notching between Unitrin's insurance company and holding company
ratings.

Fitch has performed various stress scenarios related to the bank
run-off, and while there is still risk related to the performance
of Fireside Bank's loan portfolio, based on the agency's updated
analysis, Fitch believes the bank will be self-funding and will
not weaken the balance sheet of the parent company.  This relieves
some of the concern that has resulted in wider holding company
notching.  Providing additional comfort for the holding company is
Fireside's $240 million of cash and investments.

Fitch notes that Fireside Bank's capitalization remains strong
with a Tier 1 Capital to Total Average Asset ratio of 31% compared
with 15.6% on March 31, 2009 when the bank was placed into runoff.
Operating performance continues to show improvement with an
operating profit of $14.7 million at Sept. 30, 2010, compared with
a $1.5 million operating loss for the prior year period.

Should Unitrin be unsuccessful in issuing debt at reasonable
terms, Fitch will review ratings at that time, but would likely
affirm the ratings at their current levels with a Negative
Outlook.

Fitch has placed these on Rating Watch Positive:

Unitrin

  -- IDR 'BBB-';
  -- $360 million senior notes 'BB+'.

Fitch currently rates this with a Negative Outlook:

Trinity Universal Insurance Co.
United Insurance Co.  of America
Union National Life Insurance Co.
Reliable Life Insurance Co.

  -- IFS rating 'A-'.


UNIVERSITY VILLAGE: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: University Village Apartments, L.P.
        165 N. Meramec Avenue, Suite 430
        Saint Louis, MO 63105

Bankruptcy Case No.: 10-52443

Chapter 11 Petition Date: October 28, 2010

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: Spencer P. Desai, Esq.
                  DESAI LAW FIRM LLC
                  Pierre Laclede Center
                  7733 Forsyth Boulevard, Suite 2075
                  St. Louis, MO 63105
                  Tel: (314) 881-0800
                  Fax: (314) 881-0820
                  E-mail: sdesai@desailawfirmllc.com

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

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

The petition was signed by Bill L. Bruce, manager of UVA Partners,
LLC, Debtor's general partner.

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Fannie Mae                                       $40,064,506
c/o Edward T. Bullard, Esq.
Shook, Hardy & Bacon LLP
2555 Grand Boulevard
Kansas City, MO 64108


USG CORP: Has $100 Million Net Loss in Third Quarter
----------------------------------------------------
USG Corporation filed its quarterly report on Form 10-Q with the
Securities and Exchange Commission.

The Company reported third quarter 2010 net sales of $758 million,
an operating loss of $58 million, and a net loss of $100 million.
In last year's third quarter, the operating loss was $92 million
and the net loss was $94 million.

The Company's balance sheet at Sept. 30, 2010, showed
$3.86 billion in total assets, $515.0 million in total current
liabilities, $1.95 billion in long-term debt, $22.0 million
in other liabilities, and $666.0 million in commitments and
contingencies, and $702 million in stockholders' equity.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6ce9

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6d6e

                          About USG Corp.

USG Corporation, headquartered in Chicago, Illinois, is a leading
producer and distributor of building materials in the Unites
States, Canada and Mexico.  The company manufactures and markets
gypsum wallboard and operates a specialty distribution business
that sells to professional contractors.  It also manufactures
ceiling tiles and ceiling grids used primarily in commercial
applications.  Revenues for the last 12 months through March 31,
2010, totaled approximately $3.1 billion.

                           *     *     *

As reported by the Troubled Company Reporter on June 28, 2010,
Moody's Investors Service downgraded USG Corporation's Corporate
Family Rating and Probability of Default Rating to Caa1 from B3.
In a related rating action Moody's downgraded the guaranteed
senior unsecured notes due 2014 to B2 from B1 and the other senior
unsecured debt to Caa2 from Caa1.  The Speculative Grade Liquidity
rating remains SIGIL-3.  The outlook is stable.

The downgrades result from weaker than previously anticipated
operating performance.  Moody's believes that potential demand
increases for wallboard from North American new home construction
and repair and remodeling will not be adequate to generate
sufficient volumes and operating profits to cover USG's interest
expense over the intermediate term.  Furthermore, the non-
residential construction end market, which accounts for about 30%
of USG's revenues, is expected to contract well into 2011.


VERTELLUS SPECIALTIES: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B'
corporate credit rating to Indianapolis, Ind.-based Vertellus
Specialties Inc.  The outlook is stable.

S&P assigned a 'BB-' issue-level rating and '1' recovery rating to
the $85 million asset-based lending (ABL) facility.  The '1'
recovery rating reflects S&P's expectation for very high (90%-
100%) recovery for ABL lenders in the event of a payment default.

S&P also assigned a 'B' issue-level rating and '4' recovery rating
to the $345 million senior secured notes.  The '4' recovery rating
reflects S&P's expectation for average (30%-50%) recovery for
senior noteholders in the event of a payment default.

The $345 million in senior secured notes and $5 million drawn on
the ABL facility at close were used to refinance $339 million in
first-lien and second-lien debt including accrued interest and the
remaining in transaction fees and expenses.

"The ratings on Vertellus reflect a weak business risk profile
including a narrow scope of products, and a highly leveraged
financial profile," said Standard & Poor's credit analyst Henry
Fukuchi.  "These negatives are offset by the company's leading
market share in the pyridine and picolines markets, good
technology position within its niche chemical markets, and good
geographical diversity gained through manufacturing facilities on
three continents."

As of June 30, 2010, Vertellus generated last-12-months sales of
approximately $500 million and adjusted EBITDA of $83 million.


WILDWING DEVELOPMENT: Court Orders Dismissal of Chapter 11 Case
---------------------------------------------------------------
As reported in the Troubled Company Reporter on July 27, 2010,
Wildwing Development, LLC, asked the U.S. Bankruptcy Court for the
District of Colorado to dismiss its Chapter 11 case, citing that
it has been unsuccessful in obtaining necessary financing to
emerge from Chapter 11.  Additionally, Bank of Colorado had moved
for relief from stay.

On August 4, 2010, the Honorable A. Bruce Campbell of the U.S.
Bankruptcy Court for the District of Colorado granted the motion
of the Debtor to dismiss its Chapter 11 case.  Notwithstanding the
dismissal, however, Judge Campbell ordered the Debtor to timely
pay any U.S. Trustee quarterly fees that have accrued during the
Chapter 11 case.

                  About Wildwing Development LLC

Centennial, Colorado-based Wildwing Development LLC, is a single
asset real estate.  The Company filed for Chapter 11 bankruptcy
protection on April 13, 2010 (Bankr. D. Colo. Case No. 10-18467).
Bart B. Burnett, Esq., and Kevin S. Neiman, Esq., at Horowitz &
Burnett, P.C., in Denver, Colorado, represented the Debtor as
counsel.  The Debtor estimated its assets and debts at $10,000,000
to $50,000,000.


WORKFLOW MANAGEMENT: Chapter 11 Filing Cues S&P to Withdraw Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Workflow Management Inc.

The withdrawal follows the company's Chapter 11 filing on
Sept. 30, 2010, and S&P's subsequent lowering of its ratings on
the company to 'D'.


XM SATELLITE: Closes $700 Million Senior Notes Offering
-------------------------------------------------------
XM Satellite Radio Inc. announced the closing of its previously
announced offering of $700 million aggregate principal amount of
7.625% Senior Notes due 2018.

In addition, XM announced that it exercised its early purchase
option and has accepted for purchase all of the $489,065,000
aggregate principal amount of its outstanding 11.25% Senior
Secured Notes due 2013 tendered and not validly withdrawn prior
to 5:00 p.m., New York City time, on October 26, 2010 pursuant
to the previously announced tender offer and consent solicitation.
Payment for the 11.25% Notes purchased will be made today.

XM also announced that based on the amount of 11.25% Notes
tendered, XM has received the requisite consents to adopt the
proposed amendments to the 11.25% Notes, the indenture governing
the 11.25% Notes and the related security documents.  A
supplemental indenture and other documents giving effect to the
amendments have been executed and delivered.  The amendments have
eliminated most of the restrictive covenants and certain of the
events of default contained in the indenture governing the 11.25%
Notes and have released the security for, and guarantees of, the
11.25% Notes.

The tender offer is being made pursuant to the terms and
conditions of the Offer to Purchase and Consent Solicitation
Statement, dated as of October 13, 2010, and the related Letter of
Transmittal and Consent.  The tender offer will expire at 12:00
a.m., midnight, New York City time, on November 9, 2010, unless
extended by XM.

The depositary and information agent for the tender offer and
consent solicitation is Global Bondholder Services Corporation.
The dealer manager for the tender offer and solicitation agent for
the consent solicitation is J.P. Morgan Securities LLC.

                        About XM Satellite

Washington, D.C.-based XM Satellite Radio, Inc. broadcasts its
music, sports, news, talk, entertainment, traffic and weather
channels in the United States for a subscription fee through its
proprietary satellite radio system.  The Company's system
consists of four in-orbit satellites, over 650 terrestrial
repeaters that receive and retransmit signals, satellite uplink
facilities and studios.  Subscribers can also receive certain of
the Company's music and other channels over the Internet.  XM
Satellite Radio, Inc. is a direct wholly owned subsidiary of
Sirius XM Radio Inc.

                          *     *     *

As reported in the Troubled Company Reporter on June 29, 2010,
Moody's Investors Service said that the Caa1 rating on XM
Satellite Radio Inc.'s proposed senior secured notes is not
affected by the increase in the size of the offering to
$526 million from $350 million.


* Study Finds Private-Equity Involvement Doesn't Hurt Recoveries
----------------------------------------------------------------
Private equity-backed companies weren't able to escape the wave of
defaults spawned by the economic downturn, but they fared better
than expected when faced with defaulted debt and bankruptcies, a
new report from Moody's Investors Service suggests, Dow Jones' DBR
Small Cap reports.


* Atty. Malfitano Leads Hilco Trading's Factory Sales
-----------------------------------------------------
When a retail chain holds store-closing sales, factory equipment
is auctioned or industrial real estate is sold, Joseph Malfitano
is often the lawyer behind the deal, Dow Jones' DBR Small Cap
reports.

According to the report, recently promoted to deputy general
counsel at Hilco Trading LLC, Malfitano is the primary
transactions attorney at the Northbrook, Ill., liquidation and
consulting firm. And that's kept him busy - especially since he's
one of just two attorneys on staff.  The report relates that from
assisting the liquidation of major retailers to serving as the
agent of liquidating plants, equipment and other assets left in
General Motors and Chrysler's bankruptcy estates, Hilco has seen a
considerable amount of work in recent years, and Malfitano has his
hands in most of it.  "As a deal junkie that can't focus on one
thing for too long, this is the perfect spot for me," the report
quotes Mr. Malfitano as saying.

Mr. Malfitano, the report notes, is primarily involved with Hilco
units that sell industrial property, hold auctions of factory
equipment and liquidate retailers.


* BOOK REVIEW: Harvest Moon - Portrait of a Nursing Home
--------------------------------------------------------
Author: Sallie Tisdale
Publisher: BeardBooks
Softcover: 218 pages
List Price: $34.95
Review by Henry Berry

Sallie Tisdale uses her vantage point as a registered nurse to
present an intriguing look at the structure, operations, staff,
and patients of a typical nursing home named Harvest Moon.  The
privacy of the people she encounters at work has been protected
with pseudonyms, but her descriptions of physical facilities, the
behavior of individual patients, the commitment of nurses, and
other varied issues and relationships encountered in nursing homes
will be recognized as true by anyone familiar with this area of
healthcare.

Harvest Moon is, in the main, a humanistic portrait of a nursing
home.  Ms. Tisdale takes no political position, nor does she offer
solutions to the problems of nursing homes and the larger social
problem of providing quality healthcare for the elderly.  In
keeping with the book's humanistic tone, the author is also not
critical of any of the many individuals who appear in her
fictionalized, but true-to-life, nursing home.

Harvest Moon, like the large majority of nursing homes that have a
limited number of patients, staff, and administrators and a
singular focus on care for the elderly, adopts a kind of tribal
village approach (rather than a corporate approach) to providing
healthcare for the aged.  Without going into the causes of
problems in the nursing home industry, Ms. Tisdale does
nonetheless note that the shift "undeniably and inexorably toward
profit" in this field has created a situation where the "demands
of profit-oriented budgets are made worse by the shortage of
help."  Staffing issues have long been a problem in an industry
where the annual turnover rate is sixty percent.  Although the
"boom" of the nursing home industry has run its course since the
book was first published in 1987, conditions in nursing homes are
still more or less the same, and the same problems remain.  The
author's observations that the cost of nursing-home care sometimes
causes "impoverishment" for individuals and their families is
familiar.

With scenes, dialog, recurring characters, and a loose story line,
the book reads like a novel.  Ms. Tisdale's remark, "It is a
beautiful and perfectly clear day, a day of short sleeves and no
clouds," draws a sharp contrast with the atmosphere of the nursing
home with its fluorescent lights that illuminate the same no
matter what kind of day it is.  A relative of one of the patients
comes in with "a shiny pink raincoat."  Her hair "falls lankly
below her stooped shoulders" as she "steps up to the counter like
a Fate."  In another place, "smells of kitchen steam and urine,
mop buckets and laundry, and disinfectant . . . mingle together in
the halls."  These and other vivid descriptions draw the reader
into the experience of having entered a nursing home.
Unlike most other books that look into the healthcare industry,
Harvest Moon does not delve into issues of organizational
structure, present cost analyses, opine about government
intervention, or offer a laundry list of solutions.  Yet all of
this can be plainly inferred by any reader with knowledge of the
recognized problems of modern-day healthcare and the debates on
dealing with those problems.

In places, Ms. Tisdale cites numbers and other facts of the
nursing-home field -- for example, ". . . there are almost 24,000
nursing homes in the United States . . . .  Nursing homes house
two million people at a cost of over $30 billion dollars annually
-- about eight percent of all the dollars spent nationally on
health care."  In other places, she uses settings, situations, and
individuals to bring in background material on the nursing home
industry.  Such techniques do not take away from the author's aim
of conveying just what things are like in a nursing home -- rather
they supplement her objective.  For example, her vivid
description, "[t]he third hall, C Wing, is a sickly orange, and
has room for forty patients requiring professional nursing, or
'skilled care'", is followed in the same paragraph with an
explanation of what "skilled care" means and how it differs from
the care provided in hospitals.  She continues on to further
explain how the skilled care of modern healthcare for "patients
who would have never left the hospital" in previous decades but
now must do so because of the crushing costs of hospital stays is
part of the reason for the growth of nursing homes and the
problems they try to deal with.  But, as always, Ms. Tisdale
returns to the illustrative examples of Harvest Moon.  For
example, a paragraph begins, "The patients on C Wing are notable
most of all for variety in condition and disease," followed by the
naming of these.

There is no better book than Harvest Moon for getting a true
picture of a nursing home.  It is an exemplary humanitarian tale,
while also relating the fundamentals of the business and
healthcare issues that have to be taken into account for problems
with nursing homes to be alleviated and perhaps someday remedied.

A registered nurse, Sallie Tisdale is the well-known author of six
books and many articles and also a contributing editor of the
magazine Tricycle.  Her work and interests in the healthcare field
have been recognized with awards and fellowships, including an NEA
Fellowship.



                           *********

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
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than a balance sheet solvency test.

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The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
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bankruptcy documents filed in cases pending outside the District
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                           *********

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.

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