TCR_Public/101109.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, November 9, 2010, Vol. 14, No. 311

                            Headlines


427 XENIA: Case Summary & 7 Largest Unsecured Creditors
5804 FOOTE: Case Summary & 5 Largest Unsecured Creditors
ABITIBIBOWATER INC: Makes Final Push to Resolve Ch. 11 Process
AE BIOFUELS: AE Advanced Gets Funding for Keyes Ethanol Plant
AES RED: Moody's Downgrades Ratings on Senior Bonds to 'B2'

AFC ENTERPRISES: Molson Coors Exec. Named to Board of Directors
AFFINITY GROUP: Moody's Assigns 'B3' Corporate Family Rating
AFFINITY GROUP: S&P Assigns 'B-' Rating to $325 Mil. Senior Notes
AINSWORTH LUMBER: Moody's Upgrades Corp. Family Rating to 'B3'
ALLEN SYSTEMS: Moody's Affirms 'B2' Corporate Family Rating

ALLY FINANCIAL: Swings to $269-Mil. Profit in Q3 of 2010
ALLY FINANCIAL: Commences Exchange Offer for $1.9BB of Notes
AMBAC FINANCIAL: Files for Chapter 11 Absent Prepack Plan
AMBAC FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
AMBAC FINANCIAL: OIC Seeks Add'l Injunction for Policyholders

AMERICAN INTERNATIONAL: Moody's Reviews 'Ba2' Debt Rating
AMERICANWEST BANCORP: Court OKs SKBHC-Led Sale Process for Bank
ANF, INC: Case Summary & 5 Largest Unsecured Creditors
ANIMAL EMERGENCY: Files for Chapter 7 Liquidation
ARIEL WAY: Cuts Debt by Way of Settlement, Exchange to Stock

ARMSTRONG WORLD: Moody's Reviews 'Ba2' Corporate Family Rating
ARVINMERITOR INC: Amends Loan Agreement With GMAC Commercial
AVANTAIR INC: Robert Lepofsky Named Chairman of Board
BAKERS FOOTWEAR: Reports Sales of $40.6 Million in Fiscal Q3
BALTIMORE INNER: Owes $33 Million to Secured Creditors

BAYOU GROUP: Judge Refers Investors Suits to Magistrate Judge
BENDER SHIPBUILDING: Plan Confirmation Hearing Set for Dec. 9
BIOLASE TECHNOLOGY: Conceptus CFO Named to Board of Directors
BIOLASE TECHNOLOGY: Posts $2.7 Million Net Loss in Sept. 30 Qtr.
BRIGHAM EXPLORATION: Reports $700,000 Net Loss for 3rd Qtr.

BROCK TUCY: Cash Collateral Hearing Continued Until December 17
BROWN PUBLISHING: Gets Last Exclusivity Extension, Until Nov. 12
BUCYRUS COMMUNITY: Galion Hospital Named Stalking-Horse Bidder
BUMBLE BEE: S&P Retains CreditWatch Negative on 'B+' Rating
BURLINGTON TELECOM: Mayor Kiss Optimistic Fin'l Woes Can Be Fixed

CABLEVISION SYSTEMS: Posts $112 Mil. Net Income in Sept. 30 Qtr.
CASCADE BANCORP: Narrows Net Loss to $3.43MM in Q3 of 2010
CATALYST PAPER: Posts C$6 Million Net Income in Third Quarte
CCGI HOLDING: S&P Assigns 'B-' Corporate Credit Rating
CELL THERAPEUTICS: Has Until May 2 to Meet Nasdaq Min. Bid Price

CENTAUR LLC: Creditors Panel Gets Green Light to Sue Lenders
CENTRAL RAILGROUP: Voluntary Chapter 11 Case Summary
CHECKOUT HOLDING: Moody's Assigns 'B3' Rating to $260 Mil. Notes
CHECKOUT HOLDING: S&P Assigns 'B+' Corporate Credit Rating
CHI PAK: Case Summary & 15 Largest Unsecured Creditors

CHIQUITA BRANDS: Moody's Retains 'B2' Corporate Family Rating
CHRYSLER FINANCIAL: Fitch Withdraws 'CCC' Issuer Default Rating
CHRYSLER LLC: Plans IPO in 2nd Half of 2011, Exceeds Fin'l Goals
CINCINNATI BELL: Third Quarter Net Income Down to $15 Million
CINCINNATI BELL: Board Adopts Executive Pay Clawback Policy

CIRCUIT CITY: Trustee Wants Millions in Claim Bids Cut
CITY CAPITAL: "Restructuring Expert" Named Chief Executive
COLIN GARVEY: Case Summary & 8 Largest Unsecured Creditors
COMFORCE CORP: Amends Employment Contract With New CEO
COMFORCE CORP: To Be Acquired by ABRY Partners for $84.8-Mil.

COMMAND CENTER: Earns $1.1 Million in 13-Weeks Ended Sept. 24
COMMERCIAL VEHICLE: Posts $1.1 Million Net Income in Sept. 30 Qtr
COMSTOCK MINING: Buys 26 Lode-Mining Claims in Nevada
COSINE COMMS: Posts $208,000 Net Loss in September 30 Quarter
COUNTERPATH CORP: Raises $1.46-Mil. in Two Private Placements

DENNY'S CORP: Posts $10 Million Net Income in 3rd Quarter 2010
DUNKIN' BRANDS: S&P Assigns Corporate Credit Rating at 'B'
EAGLE INDUSTRIES: Gets Court's Nod to Obtain DIP Financing
EAGLE INDUSTRIES: Gets Court's Interim Nod to Use Cash Collateral
EASTERN LIVESTOCK: U.S. Officials Investigate Unpaid Bill

ELITE GROUP: Case Summary & 11 Largest Unsecured Creditors
FLOWSERVE CORP: S&P Affirms 'BB+' Corporate Credit Rating
FREDDIE MAC: Posts $2.5 Billion Net Loss in Third Quarter
GAMETECH INT'L: Says Lenders Willing to Extend Forbearance
GARLOCK SEALING: Asbestos Trust Wants Delaware Lawsuit

GATEHOUSE MEDIA: Posts $4.9 Million Net Loss in Third Quarter
GAVILON GROUP: S&P Affirms Corporate Credit Rating at 'BB'
GENESIS ENERGY: Moody's Assigns 'B3' Rating to $200 Mil. Notes
GENTA INC: Gets About $500,000 Cash Grants from Gov't Program
GIBRALTAR HOMES: BB&T Seeks Receiver for Legends Bay Units

GIRSON'S ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
GLOBAL CROSSING: Posts $6 Million Net Loss in Third Quarter
GSI GROUP: S&P Affirms Corporate Credit Rating at 'B'
GULFSTREAM INT'L: Taps Berger Singerman as Bankruptcy Counsel
GULFSTREAM INT'L: Wants Jetstream Aviation as Financial Advisors

GULFSTREAM INT'L: Updated Chapter 11 Case Summary
GRAHAM PACKAGING: Posts $4.14MM Net Loss in September 30 Quarter
HABERSHAM BANCORP: Posts $1.4 Million Net Loss in Q3 2010
HEALTHCARE REALTY: Fitch Affirms 'BB+' Preferred Stock Rating
HEALTHSOUTH CORP: Posts $31.8 Million Net Income in Sept. 30 Qtr.

INFOLOGIX INC: Amends Loan and Security Deal With Hercules
INT'L COMMERCIAL: Terminates COO to Minimize Overhead Costs
JD'S LANDSCAPING: Has $68,000 Bid for Heavy Equipment
JOLENE WILLIAMS: Case Summary & 20 Largest Unsecured Creditors
JOSEPH PERRONCELLO: Case Summary & 20 Largest Unsecured Creditors

KAMIL JOB: Case Summary & 16 Largest Unsecured Creditors
KERYX BIOPHARMACEUTICALS: Posts $5.8 Million Net Loss in Q3 2010
KRONOS INT'L: Operating Units Extend Revolver Until 2013
LENNAR CORP: S&P Assigns 'B+' Rating to $435 Mil. Senior Notes
LIQUIDMETAL TECH: Posts $16.74 Million Net Loss in Sept. 30 Qtr.

LOUIE DI RAIMONDO: Revenue Slump Blamed for Chapter 11 Filing
MAJESTIC STAR: Court Approves Revised Incentive Program
MAM SOFTWARE: Earns $437,000 in September 30 Quarter
MARINA BIOTECH: Has $8.7 Million Deal to Sell Stock
MARY CLARK: Case Summary & 12 Largest Unsecured Creditors

MAUI LAND: Posts $20 Million Net Income in 3rd Quarter 2010
MEDICURE INC: Posts C$1.70 Million Loss for August 31 Quarter
MESA AIR: Led in Operational Performance in August
METRO-GOLDWYN-MAYER: Proposes to Pay Marketing & Production Costs
METRO-GOLDWYN-MAYER: Combined Hearing on Plan Set for Dec. 2

METRO-GOLDWYN-MAYER: Seeks Access to JPM Cash Collateral
METRO-GOLDWYN-MAYER: Seeks to Use DDI/UAPF Collateral
METRO-GOLDWYN-MAYER: Proposes Admin. Status for Spyglass Fee
METROPCS WIRELESS: S&P Assigns 'B' Rating to $500 Mil. Notes
MERCER INTERNATIONAL: Moody's Puts 'B3' Rating on $300 Mil. Notes

METROPCS WIRELESS: Moody's Assigns 'B2' Rating to $500 Mil. Notes
MGM RESORTS: Posts $317.99 Million Net Loss in September 30 Qtr.
MASSEY ENERGY: Extends Debt Maturity to 2015
MOMENTIVE PERFORMANCE: Earns $29 Million in September 26 Quarter
MOMENTIVE SPECIALTY: Posts $116 Mil. Net Income for Sept. 30 Qtr.

N/A SKOKIE: Voluntary Chapter 11 Case Summary
NEIMAN MARCUS: S&P Assigns 'BB-' Rating to Senior Secured Loan
NETWORK COMMUNICATIONS: Cash Use Agreement Extended Until Nov. 30
NEXTMEDIA GROUP: Court Rejects CBS Outdoor's Claim
NYC OTB: Files Plan to Restructure, Emerge From Bankruptcy

ORLEANS HOMEBUILDERS: Bonding Firms Object to Plan Confirmation
PACIFIC RUBIALES: Fitch Affirms Issuer Default Ratings at 'BB-'
PAUL HENDERSON: Case Summary & 20 Largest Unsecured Creditors
PRECISION DRILLING: Moody's Upgrades Corp. Family Rating to 'Ba1'
PRECISION PARTS: Committee Wants to File Avoidance Suits

QOC I LLC: Court to Consider Request to Dismiss Case Today
QR PROPERTIES: Voluntary Chapter 11 Case Summary
RADIO ONE: Discloses Terms of Amended Exchange Offer
RCN CORP: S&P Assigns 'B' Rating to $45 Mil. Term Loan C
REHOBOTH CHURCH: SummitBridge Can Foreclose on Two Properties

RUBIO INVESTMENT: Voluntary Chapter 11 Case Summary
SENECA GAMING: Moody's Confirms 'B1' Corporate Family Rating
SANTA YSABEL RANCH: Foreclosure Sale on November 23
SHS RESORT: Files List of 20 Largest Unsecured Creditors
SHS RESORT: Files Schedules of Assets & Liabilities

SHS RESORT: Section 341(a) Meeting Scheduled for Nov. 29
SHS RESORT: Taps Shumaker Loop as General Counsel
SHUBH HOTELS: Receiver Seeks Dismissal of Case
SMURFIT-STONE: Agrees to $12.2MM Claim for Portland Harbor Cleanup
STANDARD INSURANCE: Moody's Downgrades Insurer Ratings to 'B3'

SUNRISE SENIOR: Completes Sale of 8 Facilities to GHS and TMW
TEN SIDE: Case Summary & 20 Largest Unsecured Creditors
TERRESTAR NETWORKS: Files Joint Plan & Disclosure Statement
TERRESTAR NETWORKS: Marathon Asset Joins Dismissal Motion
TERRESTAR NETWORKS: Harbinger Buys $25MM Convertible Bonds

THE NEW YORKER: Case Summary & 10 Largest Unsecured Creditors
THORNBURG MORTGAGE: Credit Suisse Balks at Witness Request
TIGRENT INC: Stops 20% Reduction in Executives' Wages
TRANS ENERGY: CIT Capital Extends Forbearance Until Yearend
TRI-STAR ESTATES: Case Summary & 20 Largest Unsecured Creditors

TRIBUNE CO: 3 Creditor Groups File Competing Chapter 11 Plans
TRICO MARINE: Wants to Sell Vessels to Sea Lyon Marine and GML
TRICO MARINE: S&P Withdraws 'D' Corporate Credit Ratings
TROPICANA ENTERTAINMENT: Scott Butera Resigns as President & CEO
UNIVERSAL BUILDING: Back On Track With Chapter 11 Plan

UNIVERSAL BUILDING: Arent Fox, Elliott Greenleaf Disqualified
UNIVERSITY SHOPPES: Bankr. Court Confirms BOA's 2nd Amended Plan
USG CORPORATION: Fitch Affirms 'B' Issuer Default Rating
WAVE HOUSE: Enters Bankruptcy After Rent Increase
WAVE HOUSE: Case Summary & 20 Largest Unsecured Creditors

WASHINGTON MUTUAL: Confirmation Hearing Hearing Set for Dec. 1
WESTSIDE MEDICAL: Case Summary & 20 Largest Unsecured Creditors
WINDSTREAM CORPORATION: Moody's Affirms 'Ba2' Corp. Family Rating
WLH INVESTMENTS: Taps Carl M. Barto as Bankruptcy Counsel
WLH INVESTMENTS: U.S. Trustee Unable to Form Creditors Committee

WLH INVESTMENTS: Can Sell Property in Webb County, Texas
WOLVERINE TUBE: Court Extends Filing of Schedules Until Dec. 16
WOLVERINE TUBE: Section 341(a) Meeting Scheduled for Dec. 2
WOLVERINE TUBE: Gets Nod to Hire Donlin Recano as Claims Agent
WOLVERINE TUBE: Taps Cozen O'Connor as Bankruptcy Counsel

* S&P's 2010 Global Corporate Defaults Tally Now at 73

* Conjoin Group Buys PHNS for $250 Million
* Governor Reappoints William Brandt as Chair of Finance Authority
* Robert Marticello Installed as OCBF President

* Large Companies With Insolvent Balance Sheets

                            *********

427 XENIA: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 427 Xenia Street, SE, LLC
        1508 18th Street, Suite 2
        Washington, DC 20020

Bankruptcy Case No.: 10-01107

Chapter 11 Petition Date: November 7, 2010

Court: U.S. Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Philip McNutt, Esq.
                  HUGHES & BENTZEN, PLLC
                  1100 Connecticut Avenue, NW, Suite 340
                  Washington, DC 20036
                  Tel: (202) 293-8975
                  E-mail: pmcnutt@hughesbentzen.com

Scheduled Assets: $825,000

Scheduled Debts: $1,594,974

A list of the Company's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/dcb10-01107.pdf

The petition was signed by Kevin Green, manager.


5804 FOOTE: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 5804 Foote Street, NE, LLC
        1508 18th Street, SE, Suite 2
        Washington, DC 20020

Bankruptcy Case No.: 10-01108

Chapter 11 Petition Date: November 7, 2010

Court: U.S. Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Philip McNutt, Esq.
                  HUGHES & BENTZEN, PLLC
                  1100 Connecticut Avenue, NW, Suite 340
                  Washington, DC 20036
                  Tel: (202) 293-8975
                  E-mail: pmcnutt@hughesbentzen.com

Scheduled Assets: $830,000

Scheduled Debts: $1,590,930

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/dcb10-01108.pdf

The petition was signed by Kevin Green, manager.


ABITIBIBOWATER INC: Makes Final Push to Resolve Ch. 11 Process
--------------------------------------------------------------
Bankruptcy Law360 reports that AbitibiBowater Inc. argued Friday
that remaining objections to its Chapter 11 plan amounted to
little more than a claims dispute, discounting allegations of bad
faith made by bondholders in a final push to resolve its 18-month
restructuring process.

                       The Chapter 11 Plan

The Chapter 11 plan submitted by the Debtors proposes to pay
prepetition and postpetition secured lenders in full, and
equitizes approximately $7 billion in prepetition unsecured debt.

On October 13, 2010, the Debtors terminated a backstop commitment
agreement signed with investors that include Fairfax Financial
Holdings Ltd., and Avenue Capital Management II.  Each backstop
investor had committed to purchase the convertible unsecured
subordinated notes not subscribed for in the rights offering
contemplated in the plans of reorganization as part of the
Company's exit financing.  The Company will pay the backstop
investors a termination payment of $15 million on the effective
date of the plans of reorganization.

AbitibiBowater announced the termination of the backstop agreement
on September 21, when it announced the pricing of $850 million of
10.25% senior secured notes due 2018 in a private placement.

On October 4, 2010, ABI Escrow Corporation, a wholly-owned
subsidiary of AbitibiBowater, closed an offering of $850 million
aggregate principal amount of 10.25% senior secured notes due
2018.  The Notes were issued as part of AbitibiBowater's
anticipated exit financing.

                     About AbitibiBowater Inc.

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

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

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

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

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

AbitibiBowater Inc.'s consolidated balance sheet at June 30, 2010,
showed $6.649 billion in total assets, $9.437 billion in total
liabilities, and a stockholders' deficit of $2.788 billion.


AE BIOFUELS: AE Advanced Gets Funding for Keyes Ethanol Plant
-------------------------------------------------------------
AE Biofuels Inc. announced its wholly-owned advanced ethanol
subsidiary AE Advanced Fuels Keyes Inc., closed a $4.5 million
financing with Third Eye Capital Corporation.  The funds will be
used for the repair, restart and operation of an existing
55 million gallon per year ethanol plant located in Keyes,
California.

AE Keyes plans to retrofit the Keyes plant and be fully
operational by the first quarter of 2011.  The original
$130 million construction and commissioning of the plant was
completed in November 2008 by Cilion, Inc.  In early 2009 the
plant was closed due to technical and market issues.  AE Keyes
took possession of the facility under a project agreement with
Cilion in March 2010, and has signed a facility lease for up to
three years.

In January 2010, the permissible per gallon ethanol blend in
California increased from 5.7% to 10%, expanding the state's
ethanol market to approximately 1.5 billion gallons annually.  As
the State of California seeks to promote renewable, low-carbon
intensity fuels, AE Keyes has been notified by the California
Energy Commission that the Keyes Plant's application has been
approved to participate in the California Ethanol Producer
Incentive Program.  The CEPIP is designed to provide price
assurance for low-carbon intensity California ethanol producers.

The Keyes plant is a leader in environmentally responsible ethanol
production with a 2.6:1 positive energy balance and near zero
water discharge.  In addition, the plant's natural gas and steam
powered turbine cogeneration unit generates nearly all of the
operating electric needs of the plant, thus eliminating dependence
on the state's electrical grid.  AE Biofuels intends to introduce
its patent-pending enzyme-based cellulosic ethanol technology at
the Keyes facility and other California ethanol plants in 2011.

"Securing this funding is an important milestone for AE Biofuels
as we expand local biofuels production in one of the largest
ethanol markets in the world," said Eric McAfee, chairman and CEO
of AE Biofuels, Inc.

                         About AE Biofuels

Cupertino, Calif.-based AE Biofuels, Inc. (OTC BB: AEBF)
-- http://www.aebiofuels.com/-- is an international biofuels
company focused on the development, acquisition, construction and
operation of next-generation fuel grade ethanol and biodiesel
facilities, and the distribution, storage, and marketing of
biofuels.  The Company currently operates a biodiesel
manufacturing facility with a nameplate capacity of 55 million
gallons per year (MGY) in Kakinada, India and has a next-
generation integrated cellulose and starch ethanol demonstration
facility in Butte, Montana.

AE Biofuels reported a net loss $2.23 million on $1.81 million of
sales for the three months ended June 30, 2010, compared with a
net loss of $2.46 million on $994,462 of sales for the same period
a year earlier.

The Company's balance sheet at June 30, 2010, showed
$18.99 million in total assets, $21.23 million in total current
liabilities, $5.26 million in long-term debt, and a stockholders'
deficit of $7.49 million.


AES RED: Moody's Downgrades Ratings on Senior Bonds to 'B2'
-----------------------------------------------------------
Moody's has downgraded the rating on AES Red Oak's $347 million of
senior secured bonds outstanding to B2 from B1 and revised the
outlook to stable from negative.  The downgrade reflects the
company's limited financial flexibility and liquidity constraints,
notwithstanding the high degree of cash flow stability provided by
its tolling agreement.  The company's tenuous financial condition
is largely the result of significant penalties assessed on the
plant due to its continuing inability to meet the aggressive heat
rate and dispatchable capacity guarantees in the tolling
agreement.

Downgrades:

Issuer: AES Red Oak, L.L.C.

  -- Senior Secured Regular Bond/Debenture, Downgraded to B2 from
     B1

Outlook Actions:

Issuer: AES Red Oak, L.L.C.

  -- Outlook, Changed To Stable From Negative

                        Ratings Rationale

The company resolved the pressing liquidity concerns that resulted
in the last year's revision of the outlook to negative by
executing a new $8 million subordinated loan agreement in January
with AES Corp., which replaced the previous $3 million loan
agreement with Corp. and the $5 million working capital facility
with Union Bank of California, both of which expired last year.
The new agreement expires in 2015.  However, its liquidity
position remains very narrow.  The company is heavily reliant on
its external lines of credit because of the seasonality of its
cash flows and the narrowness of its financial margins, coupled
with a lack of significant unrestricted internal sources of
liquidity.  Over 50% of the capacity payments under its tolling
agreement are received in just four months, between July and
October.  As of June 30, the company's annual cash low point, it
had no unrestricted cash and just $1.7 million in its revenue
account, and it had drawn $7.5 million under the loan agreement.
Though it also had $8 million in cash restricted for its upcoming
debt service payment and $22 million in cash in its debt service
reserve fund, equal to six months principal and interest, the
$500,000 of excess borrowing availability it had would not have
been sufficient to cover even a relatively small increase in
operating and maintenance costs or capex.  (As of November 1, it
had repaid all but $1.5 million of the loan agreement draw.) While
AES Corp. could choose to provide the project with additional
funds if necessary, and in fact the subordinated loan agreement
provides for up to an additional $8 million at AES Corp.'s
discretion, there is no assurance that they would be willing to do
so given the project's marginal profitability.

Senior coverage (excluding opening cash balances and availability
under lines of credit) declined to 1.04x in 2009 from 1.3x in each
of the two prior years because of increases in both capex and debt
service, though it is expected to rebound to 1.2x in 2010 as a
result of a reduction in both net capex and debt service.
However, after the payment of subordinated management fees to AES
Corp. and fuel conversion volume rebates and non-dispatch
penalties to the project's offtaker, TAQA Gen X, net coverage is
projected to be approximately 20 bps lower.  As a result, the
company is not projected to generate any excess cash flow.  In
fact, since its first full year of operations in 2003, it has
never generated a significant amount of excess cash flow, with net
debt service coverages never exceeding 1.1x.

As a result of the company's poor financial performance in 2009,
it deferred the $1.8 million in subordinated management fees
payable to AES Corp. However, it did make the $7.3 million in fuel
conversion volume rebates and non-dispatch penalties.  It paid the
deferred management fees earlier this year along with 40% of the
2010 management fees, and it currently expects to pay the full
amount of this year's fuel conversion volume rebates and non-
dispatch penalties prior to year end.  Moody's notes that the
rebates are payable quarterly after debt service.  This limits any
benefit the company might derive from deferring these payments in
Moody's opinion, particularly in light of the seasonality of the
company's cash flows.  Furthermore, Moody's believe that failure
to pay fuel conversion volume rebates in a timely manner could
potentially constitute an event of default under the tolling
agreement, which would permit the offtaker to terminate the
agreement if it so chose, though Moody's note that it would be
unlikely to do so under current market conditions.

Gross capex is expected to increase to $13.5 million in 2010 from
$10.7 million in 2009.  However, $7.3 million of this amount was
related to a heat rate improvement project and was funded with
proceeds from a 2007 settlement with Raytheon, the project's EPC
contractor, that had been restricted for this purpose.  2010 capex
was also reduced thanks to a provision in the project's new Term
Warranty Agreement with Siemens contract that permitted the
deferral of the initial true-up outage fee under the contract.
The $2.9 million in deferred costs will be payable over 48 months
beginning in April 2011 and is expected to help levelize the
payments due under the contract.  Were it not for this deferral,
however, the company would likely have been forced instead to
defer its management fees again in addition to a portion of the
fuel conversion volume rebates.

The company renegotiated its maintenance parts and services
agreement with Siemens earlier this year, replacing it with a new
Term Warranty Agreement, in the course of which a number of
disputes between the parties were settled.  The payments due
Siemens under the new agreement will be slightly higher than those
under the old agreement, but more costs will reportedly be
covered, including many potential unforeseen costs, and the
company will receive a number of fringe benefits according to
management.  The new agreement will remain in place for up to 15
years depending upon the plant's dispatch profile.  Capex is
expected to equal roughly $8-11 million annually going forward
under the new agreement with Siemens.  Historically, the company's
capital expenditures have averaged about $7 million a year.  The
higher projected capex will put further pressure on the company's
financial flexibility and liquidity position going forward.

However, the increased capex may be at least partially offset by
higher revenues resulting from the recent capital improvements and
higher plant capacity factors.  The heat rate improvement project
has reportedly resulted in a reduction in the plant's heat rate of
up to 80 points (though the plant's heat rate remains 130 points
above the guaranteed heat rate in its offtake contract
notwithstanding the improvement) or an increase in capacity of up
to 20 MWs.  This additional capacity is expected to result in an
increase in the fixed payments due from the offtaker of as much as
$500,000, as well as an increased variable O&M payment.  The
company also expects to receive increased heat rate bonuses and be
charged lower heat rate penalties.  Further improvement in heat
rate of up to 30 points is expected following next year's
scheduled major outage on the third unit.  It will not be possible
to quantify the precise financial impact of the improvements until
next year's outage has been completed, but based upon current
expectations for capacity factors and gas prices, management hopes
to see an improvement in cash flows of $1-1.5 million a year.

While there are certain other potential sources of improved cash
flows as well related in particular to the terms of the tolling
agreement, in Moody's opinion the plant's financial performance is
likely to remain marginal for the foreseeable future barring a
significant additional investment by AES to address the heat rate
issue.  At this point, Moody's in unaware of any plans to
undertake this investment.  Any decision to do so would probably
depend on the plant's longer term economic prospects once the
tolling agreement expires.  Moody's notes that the debt has a
seven-year merchant tail.  Though the project's capacity factors
have improved considerably in recent years, it is not clear to
what extent this reflects increased demand and a corresponding
improvement in the long-term prospects for the project, and to
what extent it is due to the decline in gas prices, which has
resulted in gas-fired generation displacing less efficient coal-
fired generation in the dispatch stack.

The stable outlook reflects Moody's expectation that barring any
unexpected operational problems, the project should continue to
generate sufficient cash flows to cover its costs, including
subordinated costs.  The rating could face upward pressure if the
project can demonstrate its ability to achieve net debt service
coverages of at least 1.15x on a sustainable basis and as a
result, is less dependent on external liquidity.  The rating could
be downgraded further if the project's financial performance
deteriorates further and it is forced to defer subordinated
payments to its offtaker and/or draw on the debt service reserve
fund.

AES Red Oak is an 830 megawatt gas-fired electric generating
project located in Sayreville, New Jersey.  The project, which is
owned by AES Corp., currently sells all of its capacity to TAQA
Gen X LP pursuant to a tolling agreement expiring in 2022.


AFC ENTERPRISES: Molson Coors Exec. Named to Board of Directors
---------------------------------------------------------------
On November 1, 2010, the board of directors of AFC Enterprises
Inc. appointed Krishnan "Kandy" Anand to the board.

Mr. Anand will be entitled to compensation in accordance with the
Company's previously-disclosed outside director compensation
package.

In connection with his appointment to the Board, Mr. Anand entered
into the Company's standard indemnification agreement for
directors.  A full-text copy of the indemnification agreement is
available for free at http://ResearchArchives.com/t/s?6d95

According to a statement released by the Company, Mr. Anand is
President of the International division of Molson Coors Brewing
Company, and also head of Global Strategy Development.  He has
served in that capacity since 2009.  Prior to joining Coors, Mr.
Anand served from 1997-2009 in a number of senior marketing and
management positions with The Coca-Cola Company, most recently as
President of the Philippines Business Unit.  Mr. Anand also has 17
years of strategy and leadership experience including senior
marketing, sales and management positions with Unilever plc and
its subsidiaries.

"With his 30-years of global strategy experience, Kandy is a
valuable addition to our Board and will be a significant asset to
the Popeyes leadership team," said Cheryl Bachelder, AFC
Enterprises Chief Executive Officer.  "We are extremely pleased to
have Kandy join our Board and we look forward to his many
meaningful contributions."

Mr. Anand holds a Bachelor's of Science in Technology from the
India Institute of Technology and a Master's of Business
Administration from the Indian Institute of Management.

"We are delighted to welcome Kandy to our Board," said John
Cranor, AFC Enterprises Board Chairman.  "His addition to the
Board is consistent with Popeyes rapid global expansion plans and
he will bring tremendous value and insight."

                       About AFC Enterprises

Atlanta, Georgia-based AFC Enterprises, Inc. (NASDAQ: AFCE) --
http://www.afce.com/-- is the franchisor and operator of
Popeyes(R) restaurants, the world's second-largest quick-service
chicken concept based on number of units.  As of April 2010,
Popeyes had 1,944 operating restaurants in the United States,
Puerto Rico, Guam and 27 foreign countries.

The Company's balance sheet at July 11, 2010, showed
$114.5 million in total assets, $33.0 million in current
liabilities, $85.5 million in total long-term liabilities, and a
$4.0 million stockholders' deficit.

                          *     *     *

AFC carries a 'B1' corporate family rating from Moody's Investors
Service and 'B+' issuer credit ratings from Standard & Poor's.


AFFINITY GROUP: Moody's Assigns 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Investor Service assigned a B3 Corporate Family Rating and
a B3 Probability of Default Rating to Affinity Group Inc. and will
withdraw Caa2 CFR and Caa3 PDR for its parent company, Affinity
Group Holding, Inc. Moody's also assigned a B3, LGD4, 50% rating
to Affinity Group's new senior secured notes due 2016.  Net
proceeds from the new notes will be used to refinance existing
debt issued by Affinity Group.  Parent company senior notes due
2012 and issued by Affinity Group Holding, Inc will be
extinguished simultaneously with the closing of the new notes and
there will be no debt at the parent level.  The ratings outlook is
stable.

These ratings were assigned:

Issuer: Affinity Group, Inc.

* Corporate Family Rating: B3
* Probability of Default Rating: B3
* Speculative Grade Liquidity Rating, SGL- 3
* New senior secured notes due 2016 -- B3, LGD4, 50%

These ratings will be withdrawn:

Issuer: Affinity Group Holding, Inc.

  -- Corporate Family Rating, Withdrawn, previously Caa2

  -- Probability of Default Rating, Withdrawn, previously Caa3

  -- Speculative Grade Liquidity Rating, Withdrawn, previously
     SGL-4

  -- 10.875% senior notes due 2012 -- Withdrawn, previously Ca,
     LGD5, 74%

Issuer: Affinity Group, Inc.

  -- 9.0% senior subordinated notes due 2012 -- Withdrawn,
     previously Caa2, LGD3, 40%

  -- Senior secured term loan due 2015 -- Withdrawn, previously
     B1, LGD1, 7%

The rating outlook is stable

In the event the proposed transaction is not successfully
executed, ratings for Affinity Group Holding, Inc., and Affinity
Group, Inc., will revert to those in existence prior to the new
assignments.  Specifically, Affinity Group Holding, Inc., will
revert to a CFR of Caa2 and a PDR of Caa3 with appropriate
instrument ratings for each issuer as noted above.

                        Ratings Rationale

Affinity Group's B3 corporate family rating reflects the company's
high leverage, modest free cash flow, and concentration in the
recreational vehicle industry.  After the proposed extinguishment
of $88 million of senior notes due 2012 at the parent holding
company level, debt-to EBITDA leverage ratios remain high at 5.4x
(including Moody's standard adjustments) and free cash flow is
expected to be modest over the next 12 months.  Although there is
no requirement, Affinity Group has the ability to apply excess
cash balances to prepay notes as permitted by optional redemption
provisions allowing up to 10% or $32.5 million of annual
prepayments at a premium.  Ratings are supported by the stability
of the company's RV-focused membership and services businesses,
including emergency roadside services and extended warranties, in
combination with favorable aging demographic trends expected to
enhance the pool of potential RV enthusiasts.  Each of Affinity
Group's business segments are aimed at increasing exposure to RV
enthusiasts with membership services products (60% of total
EBITDA) generating most of the operating profits followed by more
cyclical segments, retail (27% of EBITDA) and media (13% of
EBITDA).

The stable outlook reflects Moody's expectation for steady
performance of Affinity Group's RV membership and related services
business and for modest increases in shipments of RV units over
the rating horizon enhancing demand for the company's affiliation
services and retail products.  The outlook also reflects Moody's
expectation that free cash flow will be applied to reduce debt
balances as permitted by prepayment provisions or to enhance
liquidity.  Ratings could face downward pressure if debt-to-EBITDA
leverage ratios were to exceed 6.0x as a result of deterioration
in renewal rates, declining membership levels, or lower EBITDA
margins.  Ratings could also be pressured if liquidity becomes
strained or performance at Camping World, Inc., a subsidiary of
the company, were to deteriorate to the extent that there would be
only modest cushion to minimum EBITDA covenants under its
revolver.  Ratings would be considered for an upgrade if stronger
than expected membership revenues or overall sales results in
debt-to-EBITDA leverage ratios being sustained below 4.5x and free
cash flow-to debt ratios being greater than 5%.

The last rating action occurred on April 23, 2010, when Moody's
assigned a B1 rating to Affinity Group's secured term loan due
2015 and confirmed the Caa2 corporate family rating for Affinity
Group's parent, Affinity Group Holding, Inc.

Affinity Group, Inc., is a leading direct marketer, specialty
retailer and publisher targeting North American recreational
vehicle owners and outdoor enthusiasts.  The company operates
three business segments: Membership Services, a leading member-
based direct marketing organization with over 1.7 million club
members and 8.8 million consumers in its proprietary database;
Retail, consisting of its Camping World segment, a nationwide
retailer offering a complete selection of RV products and
services; Media, including publications and consumer events which
create awareness in the RV community.  The company reported net
revenue of approximately $476 million for the twelve months ended
September 30, 2010.


AFFINITY GROUP: S&P Assigns 'B-' Rating to $325 Mil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Ventura, Calif.-based
Affinity Group Inc.'s proposed $325 million senior secured notes
due 2016 its preliminary 'B-' issue-level rating.  S&P also
assigned this debt a preliminary recovery rating of '4',
indicating S&P's expectation of average (30% to 50%) recovery for
lenders in the event of a payment default.

Following the close of the proposed transaction, S&P expects to
assign a 'B-' corporate credit rating to Affinity Group Inc., and
withdraw S&P's current 'D' corporate credit rating on Affinity
Group Holding Inc.  A portion of the proceeds of the new notes
will be used, in conjunction with cash contributions from
Holding's parent, to repay in full $88 million of senior notes
that are currently outstanding at Holding.  Pro forma for the
proposed transaction, S&P expects there will be no debt
outstanding at Holding.

The expected 'B-'corporate credit rating on Affinity Group
reflects S&P's expectation that, following the proposed
refinancing transaction, adjusted debt leverage will be reduced by
about 1x, the company will not have any meaningful near-term debt
maturities, and the company will generate some discretionary cash
flow (albeit minimal).  Still, credit measures will remain
relatively weak, as adjusted debt leverage will remain above 6.0x
(S&P's operating lease adjustment adds about a turn to leverage),
and S&P expects interest coverage to remain in the low- to mid-
1.0x area over the intermediate term.

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

The expected corporate credit rating incorporates S&P's
expectation that 2010 revenue will be essentially flat year over
year, and that EBITDA will grow around 30%.  S&P has also
incorporated an expectation that 2011 revenue and EBITDA will be
essentially flat with 2010.  During the first nine months of 2010,
revenue and EBITDA grew by 1.2% and 32%, respectively.  This
growth was primarily a result of cost-reduction initiatives, as
well as the continued sale of higher-margin retail products.
Membership services revenue grew 5.7% and retail revenue increased
1.4%, which was only partially offset by a 14% decline in media
revenue.


AINSWORTH LUMBER: Moody's Upgrades Corp. Family Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating and
probability of default rating of Ainsworth Lumber Co. Ltd. to B3
from Caa2.  At the same time, Moody's upgraded Ainsworth's senior
secured term loan to Ba3 from B1 and the company's senior
unsecured notes to Caa1 from Caa3.  The speculative grade
liquidity rating was affirmed at SGL-3 and the ratings outlook is
stable.

                        Ratings Rationale

The upgrade reflects the company's increased financial flexibility
due to improved cash generation following the closure of the
company's unprofitable mills and the company's increased focus on
value-added products.  Improved mill efficiencies by running the
company's reduced footprint at high operating rates while
increasing its mix of value-added products has allowed Ainsworth
to generate higher margins than many of its industry peers.  In
addition, Ainsworth ownership by Brookfield was recently increased
to over 50% which Moody's believe may lead to potential financial
or strategic support if the need arises.

The B3 corporate family rating reflects the company's considerable
amount of debt, the company's volatile financial and operating
performance, its relatively small size, single product focus and
geographic concentration.  The company's value-added product
focus, its good fiber access and potential support from Brookfield
partially offsets these challenges.  Ainsworth's financial
performance is primarily influenced by oriented strandboard prices
which continue to be challenged by over supply and weak demand due
to the prolonged US housing slowdown.

The stable outlook presumes that the company will likely generate
break even free cash flow and maintain an adequate liquidity
profile over the next 12 months.

The SGL-3 speculative grade liquidity rating reflects adequate
liquidity as indicated by the company's large cash position, its
lack of third party liquidity arrangements and projected break-
even cash flow over the next several quarters.  The company's
primary source of liquidity is its cash and short term investments
that stood at approximately $160 million on June 30, 2010.  The
company's has approximately $24 million of equipment loans
maturing over the next year and the company has minimal alternate
liquidity from non-core asset sales.

Upgrades:

Issuer: Ainsworth Lumber Co. Ltd.

  -- Probability of Default Rating, Upgraded to B3 from Caa2

  -- Corporate Family Rating, Upgraded to B3 from Caa2

  -- Senior Secured Bank Credit Facility, Upgraded to Ba3 from B1

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Caa1
     from Caa3

Moody's last rating action was on June 27, 2008, when Moody's
assigned Caa3 ratings to Ainsworth's proposed new senior unsecured
debt and upgraded the company's corporate family rating to Caa2.

Ainsworth, headquartered in Vancouver, British Columbia, Canada,
is a manufacturer and supplier of OSB.  The company owns and
operates three OSB manufacturing facilities in Canada.  The
company also maintains a 50% joint ownership interest in a fourth
Canadian OSB facility which is currently curtailed.  Ainsworth has
estimated annual production capacity of 2.0 billion square feet
(3/8" basis) and generated revenues of C$323 million over the past
twelve months (ending June 2010).


ALLEN SYSTEMS: Moody's Affirms 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Allen Systems Group, Inc.'s B2
Corporate Family Rating with a stable ratings outlook.
Concurrently, Moody's also assigned Ba2 ratings to the Company's
proposed $25 million secured revolving credit facility and
$80 million first-lien term loan and a B3 rating to its proposed
$300 million of secured second-lien notes.  The net proceeds from
the new credit facility and notes offering will be used to
refinance the Company's existing first and second lien term loans
and pay a $20 million dividend to the company's sole shareholder.
At the completion of the refinancing, Moody's will withdraw the
ratings on the existing term loans and revolving credit facility.

                        Ratings Rationale

The B2 CFR reflects ASG's moderate debt leverage, expectations for
modest free cash flow generation, its small scale relative to its
larger and better capitalized competitors, and the Company's
highly competitive operating environment.  ASG primarily competes
with large-scale technology vendors such as IBM (rated A1), HP
(rated A2), CA (rated Baa2), and BMC Software (rated Baa2) as well
as several independent niche software providers.  The rating also
incorporates the potential for opportunistic debt-financed
distributions to the Company's sole shareholder and acquisitions
consistent with its strategy to complement organic growth with
small to moderate sized acquisitions to build out its software
stack and increase product offerings.  The B2 rating is supported
by ASG's broad portfolio of well-regarded mainframe and
distributed enterprise management software products as well as its
relatively large portion of recurring maintenance revenues and
high contract renewal rates, which provide good revenue and cash
flow visibility.  The rating benefits from the Company's diverse
customer base of about 3,200 customers across various industries
and good geographic diversity of revenues.

The stable ratings outlook reflects Moody's expectations that the
Company's operating performance will provide adequate financial
flexibility to manage financial leverage at less than 5.0x debt-
to-EBITDA, including opportunistic acquisitions and shareholder
distributions, and that ASG's free cash flow generation will
improve through organic revenue growth rates in the low to mid-
single digit percentages driven by higher new license sales and
maintenance revenue retention rates.  The outlook incorporates
Moody's expectations that overall enterprise management software
spending will grow with improved macroeconomic conditions and that
the Company will be able to maintain or grow its market share in
its core product categories.  However, Moody's notes that ASG's
revenues and profitability could moderate somewhat over the near-
term due to a weak new license sales cycle in 2009 and significant
investment in its sales organization over the next 12 months.

These ratings were affirmed:

  -- Corporate Family rating at B2
  -- Probability of Default rating at B2

These ratings were assigned:

* Proposed $25 million first-lien revolving credit facility due
  2015-- Ba2 (LGD1, 7%)

* Proposed $80 million first-lien senior secured term loan due
  2015 -- Ba2 (LGD1, 7%)

* Proposed $300 million of second-lien secured notes due 2016 --
  B3 (LGD4, 61%)

All the ratings assigned are subject to the closing of the
transaction and Moody's review of final documentation

Upon closing of the proposed transaction and repayment of existing
debt, Moody's will withdraw the ratings of ASG including:

* $10 million senior secured revolving credit facility -- B1
  (LGD3, 34%)

* $250 million first-lien term loan due 2013 -- B1 (LGD3, 34%)

* $91 million second-lien term loan due 2014 -- Caa1 (LGD5, 85%)

The last rating action for ASG was on October 27, 2009, when
Moody's upgraded ASG's CFR to B2, from B3, and revised the ratings
outlook to stable from developing in conjunction with the issuance
of new first and second lien term loans.

Headquartered in Naples, Florida, ASG is a privately-held provider
of enterprise management software solutions used by IT departments
of enterprise customers to automate tasks, manage content, and
monitor performance of their infrastructure across mainframe and
distributed computing environments.  The Company generated
approximately $266 million in revenues for the last-twelve-month
period ended September 30, 2010.


ALLY FINANCIAL: Swings to $269-Mil. Profit in Q3 of 2010
--------------------------------------------------------
Ally Financial Inc. reported net income of $269 million for the
third quarter of 2010, compared to a net loss of $767 million for
the third quarter of 2009.  The Company recorded $2.051 billion of
net revenue for the quarter ended Sept. 30, 2010, compared with
$1.986 billion in the same period in 2009.

Core pre-tax income, which reflects income from continuing
operations before taxes and original issue discount amortization
expense from bond exchanges, totaled $636 million in the third
quarter of 2010, compared to a core pre-tax loss of $565 million
in the comparable prior year period.   Core pre-tax income during
the quarter was driven by slightly higher net revenue, a lower
loan loss provision and lower operating expenses due to our
continued focus on cost reduction.

"The third quarter demonstrated continued positive momentum for
Ally with all four operating segments recording profitable
results," said Ally Chief Executive Officer Michael A. Carpenter.
"Our leadership position in the auto finance industry is evidenced
by consistent market share, a more diversified product mix and the
addition of another auto partner with Fiat in the U.S.

"In each quarter of this year, we have made substantial progress
toward our strategic objectives, including deposit growth at Ally
Bank, accessing the capital markets to support our funding and
liquidity needs, and reducing balance sheet risk in the legacy
mortgage business," Carpenter said.  "We remain focused on being
an independent, market-driven competitor, and are optimistic about
the long-term prospects for the company."

Ally's balance sheet at Sept. 30, 2010, showed $173.191 billion in
total assets and $93.461 billion in total debt.

Ally's consolidated cash and cash equivalents were $12.6 billion
as of Sept. 30, 2010, compared to $14.3 billion at June 30, 2010.
Included in the consolidated cash and cash equivalents balance
are: $618 million at ResCap, $4.1 billion at Ally Bank and $623
million at the insurance businesses.  The decrease in cash and
cash equivalents during the quarter was due to loan growth in the
automotive and mortgage portfolios.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6d92

A full-text copy of the Company's third quarter financial review
is available for free at http://ResearchArchives.com/t/s?6d93

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

Ally Financial carries "C" short term issuer credit ratings, and
"B" long term issuer credit ratings, all with stable outlook, from
Standard & Poor's.  It has a "B3" issuer rating, with stable
outlook, from Moody's.  It has a "B" issuer default rating, with
positive outlook, from Fitch.


ALLY FINANCIAL: Commences Exchange Offer for $1.9BB of Notes
------------------------------------------------------------
Ally Financial Inc. disclosed the commencement of an exchange
offer for its outstanding 8.0 percent Senior Guaranteed Notes due
2020.  Ally originally issued an aggregate principal amount of
$1.9 billion of the old notes, which form a single series, in
private offerings on March 15, 2010, and March 25, 2010.

In connection with the sale of the old notes, Ally entered into a
registration rights agreement in which it undertook to offer to
exchange the old notes for new notes registered under the
Securities Act of 1933, as amended.  Pursuant to an effective
registration statement on Form S-4, filed with the Securities and
Exchange Commission, holders of the old notes will be able to
exchange the old notes for new notes in an equal principal amount.

The new notes are substantially identical to the old notes, except
that the new notes have been registered under the Securities Act
and will not bear any legend restricting transfer.  The
registration rights and additional interest provisions pertaining
to old note holders will also not apply to the new notes.

The exchange offer will expire at 8:00 a.m., New York City time,
on Dec. 8, 2010, unless extended or terminated.  Tenders of old
notes must be made before the exchange offer expires and may be
withdrawn any time prior to expiration of the exchange offer.

The terms of the exchange offer are set forth in a prospectus
dated Nov. 8, 2010.  Documents related to the offer, including the
prospectus and the associated letter of transmittal, have been
filed with the SEC, and may be obtained from the information
agent, Global Bondholder Services Corporation, 65 Broadway - Suite
404, New York, New York 10006, telephone (866) 794-2200.

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

Ally's balance sheet at June 30, 2010, showed $176.802 billion in
total assets and $156.029 billion in total liabilities.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

Ally Financial carries "C" short term issuer credit ratings, and
"B" long term issuer credit ratings, all with stable outlook, from
Standard & Poor's.  It has a "B3" issuer rating, with stable
outlook, from Moody's.  It has a "B" issuer default rating, with
positive outlook, from Fitch.


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

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

                          No Prepack Plan;
                      Has Non-Binding Term Sheet

The Company said in a statement it was unable to raise additional
capital as an alternative to seeking bankruptcy protection and was
also unable to agree to terms with an ad-hoc committee of certain
senior debt holders in order to restructure its outstanding debt
through a prepackaged bankruptcy proceeding.  However, Ambac has
agreed to a non-binding term sheet that will serve as a basis for
further negotiations with the ad-hoc committee and that may allow
the Company to emerge from bankruptcy more expeditiously.

"If you don't have a deal with creditors, it's hard to predict who
the new management will be on the other side of bankruptcy, how
long the Chapter 11 will take, and how much it will cost," said
Evan Flaschen, a lawyer at Bracewell & Giulian LLP who isn't
involved in the case, according to Bloomberg News.  "It injects
uncertainty," he added.

Beginning in September 2010, while simultaneously negotiating with
potential third-party investors, the Debtor and an ad hoc
committee of AFG's senior noteholders participated in extensive
negotiations in an effort to reach an agreement on a consensual
restructuring to be accomplished through a prepackaged bankruptcy
plan of reorganization.  The Ad Hoc Committee engaged Morrison &
Foerster LLP as its counsel and Lazard Freres & Co. LLC as its
financial advisors.

Because the OCI would place the general account of AAC into full
rehabilitation should any prepackaged plan negatively impact on
AAC's ability to satisfy policyholder claims, thereby eliminating
any equity value of AAC to AFG, the parties sought OCI approval of
any prepackaged plan of reorganization which contemplated
preservation of AAC's going-concern value.

Despite an OCI-approved $37 million dividend received from
Ambac (Bermuda) Ltd., however, AFG's liquidity position was
deteriorating and it became evident that an agreement among AFG,
the Ad Hoc Committee and OCI regarding a prepackaged bankruptcy of
AFG would not be reached in the appropriate timeframe.

Negotiations among the Debtor, the Ad Hoc Committee and the OCI
continued through this past weekend and culminated in a non-
binding term sheet.

                        Road to Bankruptcy

Ambac's financial performance has always been dependent upon the
financial strength of its principal operating subsidiary, AAC.
David W. Wallis, CEO of Ambac Financial, explained in an affidavit
filed with the Bankruptcy Court that the deterioration in the U.S.
housing and mortgage markets that began in 2007 had a significant
adverse impact upon the financial condition of AAC.

Beginning in 2008, credit ratings agencies, including Moody's
Investors Services, Inc. and Standard & Poor's Ratings Service,
downgraded AAC's credit ratings several times from the highest
investment grade ratings, Aaa and AAA, to, as of April, 2010, Caa2
and R, respectively. Because of these downgrades, as well as
significant disruption in the capital markets, AAC originated only
a de minimis amount of new business from November 2007 through the
end of 2008 and has been unable to originate any new business
since 2008.

The lack of revenue from writing new policies, combined with
payment of policyholder claims well in excess of historic levels,
including payment since 2008 of over $2 billion in claims in
respect of AAC's RMBS portfolio alone, caused OCI to approach AAC
in September, 2008, to discuss possible restructuring scenarios.

On October 8, 2010, a Plan of Rehabilitation was filed by
the OCI with the Wisconsin Circuit Court for Dane County.
A full-text copy of the Plan of is available for free at
http://ResearchArchives.com/t/s?6c77

AAC has about $57.6 billion in policies insuring credit
derivatives and other financial products that are currently
being restructured by Wisconsin regulators.

Before it can become effective, the Plan must be confirmed by the
Honorable William D. Johnston in the Wisconsin Circuit Court.  A
hearing on the Plan is scheduled to commence on Monday, Nov. 15,
2010.

AAC has not written a meaningful volume of financial guarantee
business since November 2007 and no new business since mid-2008.
As such, AAC's principal business now consists of mitigating
losses in AAC's insured portfolio and maximizing the yield on its
investment portfolio.

Because AAC has been unable to pay dividends to the Debtor for
several years, the Debtor has over the past year considered
various restructuring initiatives, including third-party
investment and, through negotiations with an ad hoc committee of
AFG's senior noteholders, a prepackaged bankruptcy.

Ambac skipped a bond payment November 1 and said it will pursue a
pre-packaged bankruptcy with a group of creditors.  As of June 30,
2010, the Company had total indebtedness of $1.622 billion.

                      Non-Binding Term Sheet

Summary of Plan Term Sheet:

    (i) AFG will retain ownership of AAC.

   (ii) OCI will not petition for the full rehabilitation of AAC
        unless warranted by new material developments, as
        determined by OCI in its sole and absolute discretion.

  (iii) AAC will allocate these liabilities to a Segregated
        Account:

         i. Any and all liabilities it has or may have, now or in
            future, to AFG or any successor to AFG in respect of
            (i) the TSA, (ii) the Tax Refunds and (iii) any
            liabilities in respect of any preference or fraudulent
            conveyance claims pertaining to the AFG Tax
            Liabilities -- Allocated AFG Claims; except that the
            allocation shall not include any liability to AFG
            pertaining to any possible misallocation of up to
            $38,485,850 of the Tax Refund Transfers -
            Misallocation Claim;

        ii. Any and all liabilities it has or may have, now or in
            future, to the IRS and/or the U.S. Treasury in respect
            of (i) taxes imposed under the Internal Revenue Code
            of 1986, as amended, for taxable periods ending on or
            prior to December 31, 2009, and (ii) the Tax Refunds
            -- Tax Liabilities.

   (iv) Until December 31, 2010, the Rehabilitator will not seek
        an injunction from the Rehabilitation Court enjoining AFG
        action in respect of the NOLs and AFG will not take any
        action with regard to allocation of the NOLs between AAC
        and AFG.

    (v) Until December 31, 2010, the Ad Hoc Committee agrees not
        to pursue, or support the pursuit of, any preference claim
        or fraudulent conveyance claim on behalf of AFG pertaining
        to the Tax Refund Transfers.

   (vi) AAC agrees to negotiate a cost sharing agreement with AFG
        pursuant to which AAC and AFG will share the fees and
        expenses incurred by AFG in relation to any litigation in
        regard to the return of the Tax Refunds, on the basis of
        80% to AAC and 20% to AFG.  Upon being briefed on the
        litigation strategy, OCI may, in its sole discretion,
        increase AAC's share of costs to 85% (or such higher
        amount as determined by OCI).

  (vii) AAC and the Segregated Account will negotiate in good
        faith with AFG to modify the TSA and address certain
        issues including, but not limited to the following:

          i. The amount of NOLs available for use by AAC, which
             shall be no greater than $3.5 billion.

         ii. The amount paid by AAC to AFG for the use of the
             NOLs.

        iii. It is understood that AFG shall be able to utilize
             NOLs equal to (i) $2.5 billion plus (ii)
             cancellation-of-debt income incurred in exchange with
             reorganization, (iii) any amounts related to interest
             deduction recapture, and (iv) any amounts remaining
             after the AAC NOL allocation set forth above.

(viii) AAC and the Segregated Account agree in good faith with
        AFG on the amount of the Misallocation Claim, and subject
        to the approval of the Rehabilitation Court, AAC shall pay
        such amount to AFG.  If the parties are unable to settle
        the Misallocation Claim by December 31, 2010, the dispute
        shall be submitted to binding arbitration.

   (ix) The consummation of all agreements contemplated hereby
        shall be subject to the approval of the Rehabilitation
        Court and the Bankruptcy Court.

    (x) OCI commits to allow AAC to repurchase the Surplus Notes
        and preferred stock, subject to OCI's determination in its
        sole and absolute discretion that such repurchases do not
        violate the law, are reasonable and fair to the nterests
        of AAC and the Segregated Account, and protect and are
        equitable to the interests of AAC and Segregated Account
        policyholders generally.

   (xi) Any bankruptcy plan shall be structured, to the extent
        practicable, to comply with the CDS Settlement Agreement
        and the Rehabilitation Plan.

  (xii) Any bankruptcy plan and confirmation order shall include
        the Class Action Releases.

                           Valuable NOLs

As of June 30, 2010, the Company had debt outstanding amounting to
$1.622 billion.  As a result of the bankruptcy filing, Ambac's
outstanding debt securities are accelerated.  Upon the bankruptcy
filing, any efforts to enforce such payment obligations under the
related debt indentures are stayed pursuant to Bankruptcy Code.

In connection with the bankruptcy filing, Ambac is seeking an
interim order restricting certain transfers of equity interests in
and claims against the Company that is retroactive to the time of
filing.  The purpose of the interim order is to preserve the
Company's net operating losses, which totaled approximately $7
billion as of June 30, 2010.  Under section 382 of the Internal
Revenue Code of 1986, as amended, transfers by persons or entities
holding five percent or more of the Company's outstanding equity
interests could impair or permanently eliminate the Company's
NOLs.  Additionally, transfers of claims against the Company by
persons or entities who may receive five percent or more of the
reorganized Company's stock pursuant to a bankruptcy plan of
reorganization may impair or permanently eliminate the Company's
NOLs.

Pursuant to the Bankruptcy Code, the Company is seeking a
declaration that it has no tax liability for tax years 2003
through 2008 and that it is entitled to retain the full amount of
the tax refunds received for tax years 2003 through 2008.

Ambac will release its third quarter 2010 results on November 9,
2010, after market close.

                       About Ambac Financial

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

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

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

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

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

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


AMBAC FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ambac Financial Group, Inc.
        One State Street Plaza
        New York, NY 10004

Bankruptcy Case No.: 10-15973

Type of Business: Ambac Financial Group, Inc., through its
                  subsidiaries, provided financial guarantees
                  and financial services to clients in both
                  the public and private sectors around the
                  world.  Ambac Assurance Corporation is the
                  principal operating subsidiary of Ambac
                  Financial.

Chapter 11 Petition Date: November 8, 2010

Bankruptcy Court: U.S. Bankruptcy Court
                  Southern District of New York (Manhattan)

Bankruptcy Judge: Shelley C. Chapman

Debtor's
Counsel         : Peter A. Ivanick, Esq.
                  Dewey & LeBoeuf LLP
                  1301 Avenue of the Americas
                  New York, NY 10019
                  Tel.: (212) 424-8075
                  Fax : (212) 424-8500
                  E-mail: pivanick@dl.com

Debtor's
Financial
Advisor         : THE BLACKSTONE GROUP LP

Debtor's
Claims
Agent           : KURTZMAN CARSON CONSULTANTS LLC

Total Assets: $394.5 million

Total Debts : $1.6826 billion

The petition was signed by David W. Wallis, president and chief
executive officer.

Debtor's List of 20 Largest Unsecured Creditors:

Entity/Person                 Nature of Claim      Claim Amount
-------------                 ---------------      ------------
BNY Mellon, as Trustee        Unsecured Notes      $400,000,000
of 6.15% Directly-Issued
Subordinated Capital
Securities due 2087
One Wall Street
New York, NY 10004

BNY Mellon, as Trustee        Unsecured Notes      $400,000,000
of 5.95% Debentures
due 2035
One Wall Street
New York, NY 10004

BNY Mellon, as Trustee        Unsecured Notes      $250,000,000
of 9.500% Senior Notes
due 2021
One Wall Street
New York, NY 10004

BNY Mellon, as Trustee        Unsecured Notes      $200,000,000
of 5.95% Debentures
due 2103

BNY Mellon, as Trustee        Unsecured Notes      $175,000,000
of 5.875% Debentures
due 2103

BNY Mellon, as Trustee        Unsecured Notes      $122,189,000
of 9-3/8% Debentures
due 2011

BNY Mellon, as Trustee        Unsecured Notes       $75,000,000
of 7-1/2 Debentures
due 2023

New York City                 Disputed tax          $42,339,397
Department of Finance         assessment

One Street Plaza LLC          Rent                     $198,110

Algorithmics (US) Inc.        Trade                    $81,656

Intex Solutions, Inc.         Trade                    $30,307

Newmark Knight Frank          Trade                    $18,486

RR Donnelley Receivables      Trade                    $14,000

David B. Nemschoff            Trade                    $12,500

Bloomberg L.P.                Trade                     $6,602

Intralinks, Inc.              Trade                     $4,125

Business Wire                 Trade                     $1,282

Thomson Financial             Trade                       $798

Westlaw Business              Trade                       $352

Duff & Phelps, LLC            Professional Fees         Unknown


AMBAC FINANCIAL: OIC Seeks Add'l Injunction for Policyholders
-------------------------------------------------------------
The Wisconsin Office of the Commissioner of Insurance on November
8 took action to protect policyholders and creditors of the
Segregated Account of Ambac Assurance Corporation (Segregated
Account).

OCI filed a Motion for Temporary Supplemental Injunctive Relief in
the Dane County Circuit Court in Wisconsin.  Commissioner Sean
Dilweg said that immediate action by the Court was necessary to
protect policyholders and other claimants from potentially
significant reductions in the available claims-paying resources
for Ambac Assurance Corporation (AAC) and the Segregated Account.

The Court today granted an order, supplementing an existing
injunction granted by the Court on March 24, 2010.  The order is
limited in nature and addresses the exposures related to newly
allocated liabilities.

The Segregated Account was established on March 24, 2010, to
segregate certain liabilities of AAC that presented serious
financial hazards to AAC and all of its policyholders.

                     About Ambac Assurance

Ambac Financial Group, Inc. is a primarily a holding company. The
Company, through its subsidiaries, provides financial guarantees
and financial services to clients in both the public and private
sectors worldwide. Ambac's activities are divided into two
business segments. The Financial Guarantee segment provides
financial guarantees (including credit derivatives) for public
finance, structured finance and other obligations. The Financial
Services segment provided investment agreements, funding conduits,
interest rate, total return and currency swaps, principally to
clients of the financial guarantee business. During the year ended
December 31, 2008, the Company discontinued writing new investment
agreements and derivative products in its Financial Services
segment. Its existing investment agreement and derivative product
portfolios are in active runoff, which may include transaction
terminations, settlements, restructuring, transfers and natural
attrition as contracts mature.


AMERICAN INTERNATIONAL: Moody's Reviews 'Ba2' Debt Rating
---------------------------------------------------------
Moody's Investors Service has placed the Ba2 subordinated debt
rating of American International Group, Inc., on review for
possible upgrade in light of the company's recently completed
divestitures of its international life insurance units.  The
initial public offering of AIA Group Limited and the sale of
American Life Insurance Company are important milestones in AIG's
government-backed restructuring effort.  Moody's also assigned
provisional ratings to AIG's "well-known seasoned issuer" shelf
registration (senior unsecured debt at (P)A3, negative outlook),
as detailed below.

AIG's core insurance operations generated pretax operating income
(before net realized capital gains (losses)) of $2.1 billion for
3Q 2010, which was fairly consistent with the prior two quarters
and within rating expectations.  The company reported a net loss
of $2.4 billion attributable to AIG in 3Q 2010 as compared to a
net loss of $2.7 billion in 2Q 2010.  In each period the net loss
was driven largely by the costs of government funding arrangements
as well as noncash charges within discontinued operations.

                Review of Subordinated Debt Rating

AIG's subordinated debt rating currently sits five notches below
the senior debt rating, signaling the risk of a coupon deferral or
restructuring of the subordinated debt in the event of another
market downturn.  Moody's rating review will focus on (i) the
stabilization of AIG's core insurance businesses over the past
several quarters, (ii) the recapitalization plan announced at the
end of September and targeted for completion by the end of 1Q
2011, and (iii) AIG's progress in divesting or unwinding noncore
businesses, most importantly the divestitures of AIA Group and
ALICO.

"Moody's expect to narrow the notching between the senior and
subordinated debt ratings as AIG completes its recapitalization
and moves toward independence," said Bruce Ballentine, Moody's
lead analyst for AIG.  As part of the rating review, Moody's will
consider the likely extent of government ownership and support
beyond the recapitalization and how that might affect creditors.
The typical notching for a fully independent insurer is a one-
notch differential between senior and subordinated debt ratings,
according to the rating agency.

Moody's maintains a negative outlook on AIG's senior debt rating
to reflect the difficult market conditions facing its core
insurance operations as well as the firm's continuing exposure to
noncore businesses with weaker credit profiles.  Mr. Ballentine
noted, however, "Even in an adverse scenario leading to a
downgrade of the senior debt rating, it is likely that the
subordinated debt rating would be upgraded so as to reduce the
differential between the two."

             Core Insurance Results Stable In 3q 2010

CHARTIS: Chartis (insurance financial strength rating of Aa3 on
US-based members, negative outlook) recorded net premiums written
of $8.6 billion in 3Q 2010, up about 10% versus 2Q 2010, mainly
because of the first-time consolidation of Fuji Fire & Marine
Insurance Company Limited, a Japanese insurer in which Chartis
acquired a controlling interest during the first half of the year.
Chartis's pretax operating income (before net realized capital
gains (losses)) grew to $1.1 billion in 3Q 2010 from $955 million
in the prior quarter.  Because of continued soft pricing in US
commercial lines, Chartis is finding more attractive new business
opportunities internationally than in the US, thereby showing the
benefit of its geographic diversification.  Moody's expects
Chartis to maintain a leading market presence in commercial
property & casualty insurance, albeit with profitability
constrained by the difficult market environment.  The rating
agency also noted that Chartis writes substantial business in
long-tail casualty lines, which heightens the uncertainty and risk
related to loss reserving.

SFG: For SunAmerica Financial Group (IFS rating of A1, negative
outlook), total premiums, deposits and other considerations fell
by about 11% to $4.4 billion in 3Q 2010 from $5.0 billion in 2Q
2010, mainly reflecting a slowdown in fixed annuity sales due to
the low interest rate environment.  Pretax operating income
(before net realized capital gains (losses)) declined to
$978 million in 2Q 2010 from $1.1 billion in the prior quarter.
Realized capital gains (losses) swung to a positive $20 million in
3Q 2010 from a negative $966 million in 2Q 2010, as SFG took
selective gains to offset other-than-temporary impairments, which
have gradually declined in recent quarters.  SFG is exposed to
further losses on commercial mortgage loans and mortgage-backed
securities, albeit this exposure is mitigated by strong regulatory
capital levels and the likelihood of parental support if needed.

                Mixed Results in Other Operations

Financial Services: The Financial Services operations, which are
noncore to AIG, reported a pretax operating loss (before net
realized capital gains (losses)) of $81 million in 3Q 2010 as
compared to pretax operating income of $25 million in 2Q 2010.
The change reflects asset impairment losses at International Lease
Finance Corporation (corporate family rating of B1, stable
outlook), partly offset by more favorable results at AIG Financial
Products Corp. (backed long-term issuer rating of A3, negative
outlook).  ILFC issued $4.4 billion in secured and unsecured notes
during 3Q 2010.  Moody's expects that ILFC will further develop
its independent funding sources in preparation for an eventual
separation from AIG.  AIGFP continues to unwind its business,
reducing the notional amount of its derivative portfolio by 46%
(to $506 billion) and its total trade count by 37% (to 10,200)
during the first nine months of 2010.  As AIG moves toward
independence, any residual risks associated with ILFC or AIGFP
could place downward pressure on the parent company ratings.

UGC: United Guaranty Corporation (lead company United Guaranty
Residential Insurance Company has IFS rating of A3, negative
outlook) reported a pretax operating loss (before net realized
capital gains (losses)) of $124 million in 3Q 2010, as compared to
pretax operating income of $226 million in the prior quarter.  The
change reflects unfavorable loss trends in UGC's second-lien
mortgage and student loan portfolios, both of which are in runoff.
Performance of the ongoing first-lien mortgage business has
improved over the past few quarters.

                Divestitures Completed Or Underway

AIG has divested numerous large and small businesses since the
credit crisis of 2008, capped by the IPO of AIA Group and the sale
of ALICO.  Following is a summary of divestitures completed or
announced:

  -- Various business sales completed from 2008 through the first
     nine months of 2010, generating aggregate net proceeds of
     approximately $7 billion;

  -- IPO of AIA Group completed in late October 2010, generating
     gross proceeds to AIG of $20.5 billion and valuing all of AIA
     Group at about $30.5 billion;

  -- Sale of ALICO to MetLife Inc. completed on November 1, 2010,
     for about $16.2 billion in cash and MetLife securities;

  -- Agreement to sell Japanese life insurers AIG Star Life
     Insurance Co. Ltd. and AIG Edison Life Insurance Company to
     Prudential Financial Inc. for $4.8 billion in cash and
     assumed debt (expected to close in 1Q 2011);

  -- Agreement to sell 80% of consumer lender American General
     Finance to funds and affiliates of Fortress Investment Group
     LLC for $125 million (expected to close in 4Q 2010);

  -- Company expects to sell Taiwanese life insurer Nan Shan Life
     Insurance Company Ltd. within the next 12 months after a
     previously announced $2.2 billion sale agreement was blocked
     by Taiwan regulators.

                      Recapitalization Plan

The main elements of AIG's recapitalization plan, announced on
September 30, 2010, are: (i) repayment/termination of the Federal
Reserve Bank of New York credit facility through cash proceeds
from the AIA Group IPO and the ALICO sale, (ii) allocation of most
of the available amount of the Treasury's Series F preferred stock
commitment to the purchase of special purpose vehicle preferred
interests in AIA Group and ALICO now held by the FRBNY, such that
these interests would be held by Treasury and redeemed over time,
and (iii) conversion of the Treasury's Series C, E and outstanding
F preferred interests to AIG common stock to be sold on the open
market over time.

The plan also calls for AIG to (i) conduct a registered exchange
offer of common stock and cash for its mandatorily convertible
units (offer announced October 8, 2010), (ii) conduct a registered
exchange or similar offer for one or more series of its junior
subordinated debt, and (iii) reestablish access to the traditional
bank, debt and equity markets.  AIG's A3 senior debt rating
incorporates Moody's view that the recapitalization will result in
consolidated financial leverage and fixed charge coverage metrics
that support such a rating.

Following the announcement of the recapitalization plan, Moody's
placed AIG's Prime-1 short-term issuer rating on review for
possible downgrade to reflect the pending elimination of large
government funding commitments that have been available to AIG
over the past couple of years.  Upon the elimination of these
commitments, the short-term rating would likely be downgraded to
Prime-2, which is the typical short-term rating for corporate
issuers that carry A3 long-term ratings.

AIG, based in New York City, is a leading international insurance
organization with operations in more than 130 countries and
jurisdictions.  AIG shareholders' equity was $81 billion as of
September 30, 2010.

              Rating Actions And Related Information

These ratings have been placed on review for possible upgrade:

* American International Group, Inc. -- subordinated debt at Ba2;

* American General Capital II -- backed trust preferred stock at
  Ba2;

* American General Institutional Capital A & B -- backed trust
  preferred stock at Ba2.

These provisional ratings have been assigned:

* American International Group, Inc. -- senior unsecured debt
  shelf at (P)A3 (negative outlook), subordinated debt shelf at
  (P)Ba2 (on review for possible upgrade).

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


AMERICANWEST BANCORP: Court OKs SKBHC-Led Sale Process for Bank
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
authorized AmericanWest Bancorporation to sell all of the issued
and outstanding shares of common stock of its wholly-owned
subsidiary, AmericanWest Bank, and other purchased assets, in an
auction led by SKBHC Hawks Nest Acquisition Corp.

As reported in the Troubled Company Reporter on October 28, 2010,
SKBHC Holdings LLC, a private investor led by experienced banking
professionals, and an affiliated entity, signed an Asset Purchase
Agreement with the Holding Company to acquire all of the common
stock of the Bank for a cash payment of $6.5 million, subject to a
competitive bidding process.  Absent higher and better bids, the
agreement calls for SKBHC to recapitalize the Bank with additional
capital of up to $200 million as required to satisfy the capital
requirements imposed by the Bank's federal and state regulators.

The Bankruptcy Court will consider the sale of the assets to SKBHC
or the winning bidder at a hearing on December 9 at 1:30 p.m.
(prevailing Pacific Time).  Objections, if any, are due five days
prior to the sale hearing.

Competing bids are due 10 days prior to the sale hearing.  An
overbidder must submit, among other things: a cashier's check made
payable to the order of the Company amounting to $8.5 million as a
nonrefundable deposit for application against the purchase price
at the closing of the transaction.

                 About AmericanWest Bancorporation

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

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

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

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


ANF, INC: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------
Debtor: ANF, Inc
        c/o Tiede Metz & Downs, P.C.
        99 West Canal Street
        Wabash, IN 46992
        Tel: (260) 563-7474

Bankruptcy Case No.: 10-35205

Chapter 11 Petition Date: November 4, 2010

Court: U.S. Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: Stephen H. Downs(JD), Esq.
                  TIEDE, METZ & DOWNS, P.C.
                  99 West Canal Street
                  Wabash, IN 46992
                  Tel: (260)563-7474
                  Fax: (260)563-7576
                  E-mail: jdolby@wabashlaw.com

Scheduled Assets: $509,400

Scheduled Debts: $978,856

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/innb10-35205.pdf

The petition was signed by Syed S. Ali, president.


ANIMAL EMERGENCY: Files for Chapter 7 Liquidation
-------------------------------------------------
Animal Emergency Clinic of Wyoming Valley, which operated the
Animal Emergency & Referral Hospital, has filed for bankruptcy
liquidation under Chapter 7 of the Bankruptcy Code, according to
reporting by The Times Leader.

thetimes-tribune.com reports that Animal Emergency, which closed
abruptly in January, disclosed assets of $30,000 and liabilities
of $2.8 million in its petition filed with the U.S. Bankruptcy
Court for the Middle District of Pennsylvania.

Pittston, PA-based Animal Emergency Clinic of Wyoming Valley
is a veterinarian or animal hospital.  The clinic originated in
1996 and operated in Avoca before moving in 2007 to a 15,000-
square-foot office on Township Boulevard.  Its sudden closing in
January put 36 people out of work, including five veterinarians.

In April, thetimes-tribune.com says, the former business manager
of the facility was charged with the theft of more than $3,100
from the hospital.

Citing bankruptcy court papers, thetimes-tribune.com discloses
that secured creditor First Liberty Bank and Trust, based in
DeWitt, N.Y., is owed $2.58 million.


ARIEL WAY: Cuts Debt by Way of Settlement, Exchange to Stock
------------------------------------------------------------
Ariel Way Inc. said in a filing with the Securities and Exchange
Commission that it has, as of November 3, 2010, significantly
reduced its debt and liabilities.

Arne Dunhem, Ariel Way chairman, president, and CEO of Ariel Way
said, "We are pleased to finally be able to put in place a major
plan aiming to significantly improve the value of the Company and
therewith the shareholder value."  Arne Dunhem also said, "Among
others, the burden of the large amount of debt and liabilities
that we have carried until now has been a major factor making new
financing and the acquisition of new operations very difficult."

The Company said that on November 3, it was able to significantly
reduce its liabilities by $334,000.  The significant reduction is
the result of a settlement of debt by the Company to Arne Dunhem
such that a total of $238,369 in debt owed to Arne Dunhem was
forgiven by him.  In addition, $95,023 was converted into a total
of 316,744,514 shares of restricted common stock to Arne Dunhem
out of which the issuance of 66,873,600 shares of restricted
common stock will be deferred to a later date.  All shares will be
issued restricted per SEC Rule 144 and cannot be freely traded.

With the issuance of the shares of restricted common stock,
the total issued and outstanding shares of common stock are
1,995,000,000.  The authorized number of shares is 1,995,000,000.
This means that there are currently no more shares available to be
issued, including for the conversion of Series A Convertible
Preferred shares.

Management intends to aggressively continue to attempt to reduce
the past debt and liabilities of the Company with a target of less
than $100,000 before end of year 2010. Management believes this
may create alternatives for new financing and the acquisition of
new operations to grow the shareholder value.

                         About Ariel Way

Based in Vienna, Va., Ariel Way Inc. (OTC BB: AWYI) --
http://www.arielway.com/-- is a technology and services company
for highly secure global communications, multimedia and digital
signage solutions and technologies.  The company is focused on
developing innovative and secure technologies, acquiring and
growing profitable advanced technology companies and global
communications service providers and creating strategic alliances
with companies in complementary product lines and service
industries.

                        Going Concern Doubt

Ariel Way last filed financial reports with the Securities and
Exchange Commission in 2008.

In January 2008, Bagell, Josephs, Levine & Company, LLC, in
Marlton, N.J., expressed substantial doubt about Ariel Way Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Sept. 30, 2007.  The auditing firm said that the company did not
generate sufficient cash flows from revenues during the year ended
Sept. 30, 2007, to fund its operations.


ARMSTRONG WORLD: Moody's Reviews 'Ba2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Armstrong World
Industries, Inc., under review for possible downgrade.  The review
follows the recent announcement by Armstrong that it intends to
pay shareholders a special cash dividend in the amount of
approximately $800 million funded from a combination of cash on
hand and debt.  In a related rating action, Moody's withdrew the
ratings on the company's proposed bank credit facility, since
Armstrong is now considering various alternative combinations of
senior secured credit and unsecured notes.

Ratings on review for potential downgrade:

  -- Corporate Family Rating at Ba2;

  -- Probability of Default Rating at Ba3; and,

  -- $300 million Senior Secured Revolving Credit Facility due
     10/02/2011 at Ba1 (LGD2, 23%);

  -- $250 million Senior Secured Term Loan A due 10/02/2011 at Ba1
     (LGD2, 23%); and

  -- $190 million Senior Secured Term Loan B due 10/02/2013 at Ba1
     (LGD2, 23%).

The company's speculative grade liquidity rating remains SGL-1 for
now, but will likely be lowered during or at the conclusion of the
ratings review.


ARVINMERITOR INC: Amends Loan Agreement With GMAC Commercial
------------------------------------------------------------
ArvinMeritor Inc. and ArvinMeritor Receivables Corporation on
October 29, 2010, entered into a Second Amendment to the Loan
Agreement, as amended dated September 8, 2009, with lenders led by
GMAC Commercial Finance LLC, as administrative agent.

In connection therewith, a First Amendment to the Third Amended
and Restated Purchase and Sale Agreement dated as of September 8,
2009, was entered between ArvinMeritor Receivables, as buyer, and
Meritor Heavy Vehicle Braking Systems (U.S.A.), Inc. and Meritor
Heavy Vehicle Systems LLC, as sellers.  The purpose of the
amendments is to exclude receivables from AB Volvo and its
subsidiaries from the Purchase Agreement, and as a result, from
the collateral for obligations under the Loan Agreement.

The Loan Agreement continues to contain a number of covenants
customary for this type of facility, including a cross-default to
ArvinMeritor's senior secured credit facility.  The Loan Agreement
also contains other standard events of default.

A full-text copy of the Second Amendment dated as of October 29,
2010 to Loan Agreement dated as of September 8, 2009, as amended,
by and among ArvinMeritor, Inc., ArvinMeritor Receivables
Corporation, the Lenders and GMAC Commercial Finance LLC, as
Administrative Agent, is available for free at:

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

A full-text copy of the First Amendment to the Third Amended and
Restated Purchase and Sale Agreement dated as of October 29, 2010
among ArvinMeritor Receivables Corporation and Meritor Heavy
Vehicle Braking Systems (U.S.A.), Inc. and Meritor Heavy Vehicle
Systems LLC is available for free at:

               http://ResearchArchives.com/t/s?6daa

A full-text copy of the Receivables Purchase Agreement dated as of
October 29, 2010, by and among ArvinMeritor Mascot, LLC, Meritor
Heavy Vehicle Braking Systems (USA), Inc., Meritor Heavy Vehicle
Systems, LLC, Viking Asset Purchaser No 7 IC, an incorporated cell
of Viking Global Finance ICC, an incorporated cell company
incorporated under the laws of Jersey, as purchaser, and Citicorp
Trustee Company Limited, as programme trustee, is available for
free at:

               http://ResearchArchives.com/t/s?6dab

                       About ArvinMeritor

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

The Company's balance sheet at June 30, 2010, showed $2.81 billion
in total assets, $1.31 billion in total current liabilities,
$1.01 billion in long-term debt, $1.07 billion in retirement
benefits, $324.00 million in other liabilities, and a
stockholders' deficit of $909.00 million.  Stockholders' deficit
was $877.0 million at March 31, 2010.

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


AVANTAIR INC: Robert Lepofsky Named Chairman of Board
-----------------------------------------------------
Avantair Inc. said Lorne Weil has been appointed to its Board of
Directors, effective November 1, 2010.  Mr. Weil's appointment
expands the Board of Directors to eight members.

Avantair also announced that Robert J. Lepofsky, who has served
as a member of Avantair's Board of Directors since 2007, has been
appointed as Chairman effective November 1, 2010.  Mr. Lepofsky
succeeds Barry Gordon, who will remain a Director of the Company.

"On behalf of the Company, I would like to welcome Lorne Weil as
our newest Board member.  With his extensive business background
and an impressive career marked by public company leadership,
strategic planning and corporate development, Lorne adds
significantly to the depth and breadth of our Board," said Chief
Executive Officer Steven Santo.  "We are also delighted that Bob
Lepofsky has agreed to expand his role with our Company as non-
executive Chairman. He has a track record of successfully guiding
corporations through periods of substantial growth, global market
expansion and enhanced financial performance in addition to his
long history with Avantair."

Mr. Lepofsky stated, "This evolution of our board represents a
natural progression as Avantair moves to the next stage of growth
and corporate development.  The entire Board joins me in
acknowledging the critical role that Barry Gordon has played in
the Company over the past four years. He was a central figure in
Avantair's emergence as a public company and leader in the private
aviation industry.  We look forward to his ongoing engagement as a
continuing member of our Board.  On behalf of the Board, I would
also like to welcome Lorne Weil.  With a strong foundation of
public company experience in both the consumer and technology
sectors, he brings a unique perspective and important insights to
our Board and our management team."

                       About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.  As of June 30, 2010, Avantair operated 55 aircraft
within its fleet, which is comprised of 46 aircraft for fractional
ownership, 5 company owned core aircraft and 4 leased and company
managed aircraft.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

                            *    *    *

The Company has suffered recurring losses resulting in a
stockholders' deficit of approximately $32.2 million and a working
capital deficiency of $43.9 million as of June 30, 2010, and a
stockholders' deficit of $36.0 million and a working capital
deficiency of $49.2 million as of June 30, 2009.  The Company
disclosed that it may not be able to generate sufficient net
revenue from its business in the future to achieve or sustain
profitability.

The Company's balance sheet at June 30, 2010, showed
$131.6 million in total assets, $149.2 million in total
liabilities, $14.6 million in Series A convertible preferred
stock, and a stockholders' deficit of $32.2 million.


BAKERS FOOTWEAR: Reports Sales of $40.6 Million in Fiscal Q3
------------------------------------------------------------
Bakers Footwear Group, Inc., announced its net sales results for
the 13 weeks ended October 30, 2010.

The Company's third fiscal quarter, net sales were $40.6 million,
increasing from $39.0 million for the 13 weeks ended October 31,
2009.  Comparable store sales for the third quarter of fiscal 2010
increased 5.9%, compared to a comparable store sales decrease of
5.1% for the third quarter of fiscal 2009.

For the 39-week year-to-date period ended October 30, 2010, net
sales were $127.4 million, compared to $127.7 million in the
thirty-nine week period ended October 31, 2009.  Comparable store
sales for the first nine months of fiscal 2010 increased 1.3%,
compared to an increase of 0.2% in the first nine months of last
year.

Peter Edison, chairman and chief executive officer of Bakers
Footwear Group stated, "We are pleased to continue our positive
sales performance and report a 5.9% increase in comparable store
sales for the quarter.  Our comps were positive in each month of
the quarter and improved sequentially from August through October.
By category, dress shoes and casual boots were particularly strong
and we also saw a favorable response to our launch of H by Halston
in early September.  As we look ahead, we remain optimistic about
our ability to continue our favorable sales trends during the
holiday selling season.  We expect to report solid sales growth in
the fourth quarter, driven by continued momentum in casual boots
and the launch of our Wild Pair brand in select Bakers stores."

                      About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC Bulletin
Board: BKRS.OB) is a mall-based, specialty retailer of footwear
and accessories for young women.  The Company's merchandise
includes private label and national brand dress, casual and sport
shoes, boots, sandals and accessories.  The Company currently
operates 236 stores nationwide.

The Company's balance sheet as of July 31, 2010, the Company's
second fiscal quarter, showed $47.1 million in total assets,
$50.3 million in total liabilities, and a stockholders' deficit of
$3.2 million.

As reported in the Troubled Company Reporter on May 4, 2010,
Ernst & Young LLP, in St. Louis, Mo., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its results for the fiscal year ended January 30, 2010.
The independent auditors noted that the Company has incurred
substantial losses from operations in recent years
and has a significant working capital deficiency.


BALTIMORE INNER: Owes $33 Million to Secured Creditors
------------------------------------------------------
Daniel J. Sernovitz of Baltimore Business Journal reports that
Baltimore Inner Harbor filed with the bankruptcy court a list of
creditors with the U.S. Bankruptcy Court, listing $33 million in
secured claims, including from the Carpenters Pension Fund.

Also listed as secured creditors were the Mid-Atlantic Regional
Council, owed $5 million, and Questor Properties Inc. of
Pikesville, owed $24.3 million.

The Company identified these unsecured creditors:

  * ARC Consolidated Funding LLC of Clifton, N.J. - $3 million;
  * ARC Properties of Clifton N.J. - $49.4 million;
  * Baltimore City Director of Finance - $423,364;
  * Gallagher, Evelius & Jones LLP, Baltimore - $3,760; and
  * John Vonief, an executive with Arc Wheeler - $12,00.

Baltimore Inner Harbor, LLC, filed for Chapter 11 protection on
November 4, 2010 (Bankr. E.D. Pa. Case No. 10-19623).  Jennifer E.
Cranston, Esq., at Ciardi Ciardi & Astin, serves as counsel to the
Debtor.


BAYOU GROUP: Judge Refers Investors Suits to Magistrate Judge
-------------------------------------------------------------
A federal judge has referred disputes over nearly $25 million
distributed to investors in Bayou Group LLC to a magistrate judge,
hoping to encourage settlements in the bankruptcy estate's efforts
to recover the funds for creditors, Bankruptcy Law360 reports.

                         About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operated and managed
hedge funds.  The hedge fund that turned out to be a Ponzi scheme
and a receiver was subsequently appointed.  The Company and its
affiliates were sent to Chapter 11 on May 30, 2006 (Bankr.
S.D.N.Y. Lead Case No. 06-22306) to pursue recoveries for the
benefit of defrauded investors.  Elise Scherr Frejka, Esq., at
Dechert LLP, represents the Debtors in their restructuring
efforts.  Joseph A. Gershman, Esq., and Robert M. Novick, Esq., at
Kasowitz, Benson, Torres & Friedman, LLP, represent the Official
Committee of Unsecured Creditors.  Kasowitz, Benson, Torres &
Friedman LLP is counsel to the Unofficial Committee of the Bayou
Onshore Funds.  Sonnenschein Nath & Rosenthal LLP represents
certain investors.  When the Debtors filed for protection from
their creditors, they reported estimated assets and debts of more
than $100 million.

Bayou has filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.  The receiver commenced adversary proceedings to recover
certain fraudulent transfers made by Bayou Group to investors.

The Bayou fraud resulted in three guilty pleas. Daniel Marino, the
head of finance, was sentence to a 20-year prison term despite his
cooperation with prosecutors.  James Marquez, a Bayou co-founder,
was sentenced to four years and three months in prison and told to
pay $6.2 million in restitution.  Another founder, Samuel Israel
III, was sentenced to 20 years following his guilty plea in
September 2005.


BENDER SHIPBUILDING: Plan Confirmation Hearing Set for Dec. 9
-------------------------------------------------------------
The Honorable Margaret Mahoney will convene a hearing at 8:30
a.m., prevailing Central Time, on Dec. 9, 2010, to consider
confirmation of a  proposed Plan of Liquidation for Bender
Shipbuilding & Repair Co.

The Plan proponents are the Debtor and the Official Committee of
Unsecured Creditors.  The Plan has the support of the Debtor's
primary secured creditors, General Electric Capital Corporation
and GE Business Financial Services Inc., Marquette, and OSG (which
is also the holder of one of the largest unsecured claims).

Objections, if any, to the confirmation of the Plan, and ballots
accepting or rejecting the Plan are due by 5:00 p.m. on Dec. 3,
2010.

The Debtor is represented by:

    Stewart F. Peck, Esq.
    Christopher T. Caplinger, Esq.
    LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD
    601 Poydras Street, Suite 2775
    New Orleans, LA 70130
    Tel: (504) 568-1990
    Fax: (504) 310-9195
    E-mail: speck@lawla.com

The Creditors Committee is represented by:

    Craig A. Wolfe, Esq.
    KELLEY DRYE & WARREN LLP
    101 Park Avenue
    New York, NY 10178
    Tel: (212) 808-7800
    Fax: (212) 808-7897
    Email: cwolfe@kelleydrye.com

In June 2009, three creditors filed an involuntary Chapter 7
petition (Bankr. S.D. Ala. Case No. 09-12616) against Mobile,
Ala.-based Bender Shipbuilding & Repair Co. --
http://www.bendership.com/-- and on July 1, 2009, Bender
Shipbuilding consented to voluntary conversion of the involuntary
chapter 7 proceeding to a chapter 11 proceeding.  Hand Arendall,
Esq., Benjamin Warren Kadden, Esq., and Christopher T. Caplinger,
Esq., at Lugonbuhl, Wheaton, Peck, Rankin & Hubbard in New
Orleans, La., represent the Debtor.  The debtor sold substantially
all of its assets in late-2009 to Dallas-based SunTX Capital
Partners.


BIOLASE TECHNOLOGY: Conceptus CFO Named to Board of Directors
-------------------------------------------------------------
On November 1, 2010, the Board of Directors of Biolase Technology,
Inc. elected Gregory E. Lichtwardt to the Board of Directors and
appointed Lichtwardt to the Audit Committee of the Board.

Mr. Lichtwardt is the Executive Vice President, Operations,
Treasurer, and Chief Financial Officer of Conceptus, Inc., a
NASDAQ-listed company engaged in the design, development,
promotion, and distribution of innovative medical products for use
in the field of women's health.  From November 2003 to April 2008,
he was the Executive Vice President, Treasurer, and Chief
Financial Officer of Conceptus.  From 2000 to 2002, he was
Executive Vice President, Finance, Chief Financial Officer, and
Corporate Secretary of Innoventry, Inc., a financial services
company.  From 1993 to 2000, Mr. Lichtwardt was Vice President,
Finance, Chief Financial Officer and Treasurer of Ocular Sciences,
Inc., a worldwide developer and marketer of soft contact lenses.
Prior to his employment with Ocular Sciences, Mr. Lichtwardt, from
1989 to 1993, held senior management positions in various
divisions of Allergan Inc.  In addition to these positions, Mr.
Lichtwardt has held various financial positions at AST Research,
Inc. and at divisions of American Hospital Supply Corporation.  He
holds a B.B.A. degree from the University of Michigan and an
M.B.A. degree from Michigan State University.

Pursuant to the terms of the Company's 2002 Stock Incentive Plan,
upon his election to the Board, Mr. Lichtwardt received an
automatic option grant to purchase 28,750 shares, and agreed to
accept an option grant to purchase 21,000 shares in lieu of a
portion of his cash compensation as a director, of the Company's
common stock at the closing price $1.93 on November 1, 2010.  Each
option is immediately exercisable for all of the option shares.
However, any shares purchased under such option are subject to
repurchase by the Company, at the lower of the exercise price paid
per share or the fair market value per share, should Mr.
Lichtwardt cease Board service prior to vesting of those shares.
The shares vest, and the Company's right of repurchase lapses, in
four successive quarterly installments upon Mr. Lichtwardt's
completion of each quarter of service as a non-employee director
measured from the grant date.  The shares subject to the option
grant will immediately vest in full if certain changes in control
or ownership occur or if Mr. Lichtwardt dies or becomes disabled
while serving as a director.

There are no understandings or arrangements between Mr. Lichtwardt
or any other person and the Company or any of its subsidiaries
pursuant to which Mr. Lichtwardt was selected to serve as a
director of the Company.  There are no family relationships
between Mr. Lichtwardt and any director, executive officer or
person nominated or chosen by the Company to become a director or
executive officer, and there are no transactions between Mr.
Lichtwardt or any of his immediate family members and the Company
or any of its subsidiaries.

                     About BIOLASE Technology

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

The Company's balance sheet at June 30, 2010, showed $20.3 million
in total assets, $21.6 million in total liabilities, and a
stockholders' deficit of $1.3 million.

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


BIOLASE TECHNOLOGY: Posts $2.7 Million Net Loss in Sept. 30 Qtr.
----------------------------------------------------------------
BIOLASE Technology Inc. reported operating results for its third
quarter and nine months ended September 30, 2010.

Net loss for this year's third quarter was $2.7 million compared
to net income of $859,000 in the 2009 third quarter.  Non-GAAP net
loss was $2.2 million for the 2010 third quarter compared with
non-GAAP net income of $1.5 million for the similar quarter in
2009.

Net revenue for the 2010 third quarter was $6.2 million compared
to $12.1 million in the same quarter for 2009 and $5.9 million in
the 2010 second quarter.  The majority of sales in this year's
third quarter were from the sale of the Company's flagship
Waterlase MD(TM) laser.

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

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

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6d94

                     About BIOLASE Technology

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

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


BRIGHAM EXPLORATION: Reports $700,000 Net Loss for 3rd Qtr.
-----------------------------------------------------------
Brigham Exploration Company incurred net loss for the third
quarter 2010 of $0.7 million versus net income of $0.5 million for
the same period last year.

Brigham said in its earnings release that it had "record quarterly
production volumes and reported record revenues and operating
income, excluding the impact of unrealized hedging losses."

The Company said that after-tax earnings in the third quarter 2010
excluding the loss on the early redemption of its Senior Notes due
2014 and unrealized mark-to-market hedging losses were $18.1
million as compared to our after-tax earnings in the third quarter
2009 excluding our unrealized mark-to-market hedging gains and the
non-cash write-down of the carrying value of our inventory were
$0.3 million.

The Company's balance sheet at Sept. 30, 2010, showed
$1.02 billion in total assets, $447.84 million in total
liabilities, and stockholder's equity of $574.68 million.

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

                    About Brigham Exploration

Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP)
-- http://www.bexp3d.com/-- is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore
oil and natural gas reserves.  In late 2007, the majority of the
Company's drilling capital expenditures shifted from its
historically active areas in the Onshore Gulf Coast, the Anadarko
Basin and West Texas to the Williston Basin in North Dakota and
Montana, where the Company is currently targeting the Bakken,
Three Forks and Red River objectives.

                          *     *     *

Brigham carries 'Caa1' corporate family and probability of default
ratings, with 'positive' outlook, from Moody's Investors Service.
It has a 'B' corporate credit rating, with 'stable' outlook from
Standard & Poor's Ratings Services.  Moody's noted in June 2010
that that "[W]hile Brigham's recent results and 2010-11 drilling
program are positive and provide cash flow visibility, the company
remains very small measured by production and proven reserves and
future growth and full-cycle reinvestment costs are fairly
undiversified, being largely reliant on Bakken/Three Forks."

Moody's Investors Service assigned a Caa2 rating to Brigham
Exploration Company's proposed offering of $250 million senior
unsecured notes due 2018.  The Caa2 rating reflects the senior
unsecured status of the notes, its position in the capital
structure, and is consistent with the ratings on Brigham's other
existing senior unsecured debt.  Brigham's Caa1 Corporate Family
Rating and SGL-1 Speculative Grade Liquidity Rating remain
unchanged.  The rating outlook is positive.

Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Austin, Texas-based Brigham Exploration Co.'s
proposed $250 million senior unsecured notes due 2018.  The issue-
level rating is 'B+' (one notch above the corporate credit rating
on the company).  The recovery rating on this debt is '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
in the event of a payment default.


BROCK TUCY: Cash Collateral Hearing Continued Until December 17
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
continued the hearing until December 17, 2010, at 9:30 a.m., to
consider Brock P. Tucy's continued access to the cash collateral
which Digital Federal Credit Union claims an interest.

The Court previously entered interim orders granting the Debtor
access to cash collateral.  The Debtor wants to continue using
income generated from its operations to maintain and operate its
real property.


The Debtor owes Digital Federal $5,100,000 pursuant to a secured
promissory note.  As adequate protection for any diminution in
value of the lender's collateral, the Debtor proposes to grant
Digital Federal replacement liens on the same types of
postpetition property of the estate which the lienholder held as
of the Petition Date.

                        About Brock P. Tucy

East Wareham, Massachusetts-based Brock P. Tucy owns and operates
a recreation park known as Yogi Bear Jelly Stone Park with 332
developed RV sites located at East Wareham, Massachusetts filed
for Chapter 11 protection on December 16, 2009 (Bankr. D. Mass.
Case No. 09-22152).  Norman Novinsky, Esq., at Novinsky &
Associates assists the Debtor in the restructuring effort.  The
Debtor disclosed $18,190,005 in assets and $7,381,151 in debts as
of the Petition Date.


BROWN PUBLISHING: Gets Last Exclusivity Extension, Until Nov. 12
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist at Bloomberg News, reports
that Brown Publishing Co. has one shot at confirming a Chapter 11
plan, as the result of rulings last week by the U.S. bankruptcy
judge in Central Islip, New York.

According to the report, Brown, which sold its businesses mostly
to secured lenders, sought an extension until Dec. 28 of the
exclusive right to file a Chapter 11 plan.  The creditors'
committee objected, and U.S. Bankruptcy Judge Dorothy Eisenberg
extended exclusivity only until Nov. 12 and said in her order that
it "shall not" be further extended.  The judge also gave Brown the
exclusive right to solicit acceptances until Jan. 26.

Judge Eisenberg, Bloomberg relates, set down Dec. 16 as the date
for a hearing to approve a disclosure statement explaining Brown's
forthcoming plan. She also scheduled a Feb. 3 confirmation hearing
for approval of the plan.

Mr. Rochelle notes that if Brown's plan fails confirmation, the
creditors would be free at that time to move ahead with a plan of
their own.

                        About Brown Publishing

Headquartered in Cincinnati, Ohio, The Brown Publishing Company
owns business publications in Ohio, Utah, Texas, South Carolina,
New York, and Iowa.  Brown publishes 15 daily, 32 weekly, 11
business and 41 free publications.  There are also 51 websites.
Seventy-eight of the publications are in Ohio.  Brown publishes
Dan's Papers, the weekly newspaper with the largest circulation in
the area of eastern Long Island, New York, known as the Hamptons.
Brown also publishes the Montauk Pioneer, which it calls the
official newspaper of Montauk, New York.

The Company filed for Chapter 11 bankruptcy protection on
April 30, 2010 (Bankr. E.D.N.Y. Case No. 10-73295).  Edward M.
Fox, Esq., at K&L Gates LLP, assists the Company in its
restructuring effort.  The Company estimated $10 million to
$50 million in assets and debts in its Chapter 11 petition.

The Bankruptcy Court issued an order in September approving the
sale of most Brown Publishing's assets to Ohio Community Media
LLC, which was formed by the Company's lenders, for about $21.8
million.  The judge also approved sale of Brown Publishing's New
York newspaper group, Dan's Papers Inc., to Dan's Papers Holdings
LLC for about $1.8 million.


BUCYRUS COMMUNITY: Galion Hospital Named Stalking-Horse Bidder
--------------------------------------------------------------
Kimberly Gasuras at Mansfield Journal reports that the Hon. Russ
Kendig of U.S. Bankruptcy Court, Northern District of Ohio
declared Galion Community Hospital as the stalking-horse bidder
for the auction of Bucyrus Community Hospital.

Bidding for the 25-bed facility will end Dec. 7, 2010, and a final
decision will be issued on Dec. 9, 2010.

Bucyrus, Ohio-based Bucyrus Community Hospital, Inc., filed for
Chapter 11 bankruptcy protection on March 19, 2010 (Bankr. N.D.
Ohio Case No. 10-61078).  Melissa Asbrock, Esq., and Shawn M.
Riley, Esq., at McDonald Hopkins LLC, assist the Debtor in its
restructuring effort.  Daniel M. McDermott, the U.S. Trustee for
Region 9, appoints seven members to the Official Committee of
Unsecured Creditors in the Debtor's Chapter 11 cases.  The Debtor
estimated its assets and debts at $10,000,001 to $50,000,000.

The Company's affiliate, Bucyrus Community Physicians, Inc., filed
a separate Chapter 11 petition (Case No. 10-61081) on March 19,
2010, estimating its assets and debts at $500,000 to $1 million.


BUMBLE BEE: S&P Retains CreditWatch Negative on 'B+' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Bumble
Bee Foods L.P. (B+/Watch Neg/--) will remain on CreditWatch with
negative implications following the announced sale of the company.
Ratings were originally placed on CreditWatch on Aug. 6, 2010,
after the company announced that it had hired JP Morgan Securities
Inc. as its financial advisor to explore various strategic
alternatives.

The CreditWatch placement follows the company's announcement that
Centre Partners has agreed to sell Bumble Bee to Lion Capital for
an undisclosed amount.  Although Bumble Bee has not disclosed
specific information regarding possible financing plans for the
transaction, S&P believes the company may adopt a more aggressive
financial policy, including the possibility of a more highly
leveraged capital structure.

Resolution of the CreditWatch will depend on S&P's assessment of
the company's future financial policies and financing plans for
the transaction.


BURLINGTON TELECOM: Mayor Kiss Optimistic Fin'l Woes Can Be Fixed
-----------------------------------------------------------------
Judy Simpson, writing for WCAX News, reports that Burlington (Vt.)
Mayor Bob Kiss remains optimistic that the financial problems
surrounding Burlington Telecom can be repaired.

As reported by the Troubled Company Reporter on November 4, 2010,
Dan D'Ambrosio, writing for The Burlington (Vt.) Free Press, said
Burlington Telecom failed to make a $480,000 payment due end of
October to CitiCapital, including $386,000 in interest.  Free
Press said Mayor Kiss indicated that negotiations with CitiCapital
are ongoing.

According to Free Press, Burlington has hired financial advisory
firm Dorman and Fawcett to negotiate with CitiCapital on the terms
of repayment for the $33.5 million loan made to BT in August 2007.
Details of those negotiations have not been made public.

Free Press also reported that Chief Administrative Officer
Jonathan Leopold said BT has not made any interest and principal
payments on the loan this year, totaling some $1.5 million in
missed payments.  Mr. Leopold said the city entered into a
forbearance agreement with CitiCapital on July 1 that expired
Sept. 30 but was extended another 30 days, expiring Sunday.

The Free Press reported October 26 that the state Department of
Public Service had asked CitiCapital in a letter what it would do
if BT failed to make the payment due Sunday.  Free Press' Mr.
D'Ambrosio said City Council President Bill Keogh, D-Ward 5, said
Monday that he did not think CitiCapital had responded.

Free Press noted that Mayor Kiss' administration spent roughly $17
million in public money between 2007 and late 2009 in violation of
state regulations to sustain BT without the knowledge of the City
Council or the council members of the Board of Finance.  That
expenditure has led to a pending criminal investigation, a state
audit of BT, a civil lawsuit in Chittenden Superior Court brought
by taxpayers, and downgrades to the city's, the airport's and
Burlington Electric Department's credit ratings, the report noted.


CABLEVISION SYSTEMS: Posts $112 Mil. Net Income in Sept. 30 Qtr.
----------------------------------------------------------------
Cablevision Systems Corporation filed its quarterly report on Form
10-Q, reporting net income of $112.06 million on $1.80 billion of
revenues for the three months ended Sept. 30, 2010, compared with
net income of $98.94 million on $1.71 billion of revenues for the
same period a year ago.

Cablevision President and CEO James L. Dolan commented:
"Cablevision continued to perform well in the third quarter as the
ongoing strength of our core businesses led to solid increases in
both revenue and AOCF.  The company's cable operations generated a
significant increase in advertising revenue of 30 percent, while
continuing to enjoy industry-leading penetration rates.
Meanwhile, Rainbow achieved double-digit revenue growth for the
third quarter thanks to impressive gains in both advertising and
affiliate revenue.  Also noteworthy this quarter, Cablevision
generated an additional $225 million in free cash flow, bringing
our year-to-date number to $656 million," concluded Mr. Dolan.

The Company's balance sheet at Sept. 30, 2010, showed
$7.50 billion in total assets, $13.72 billion in total
liabilities, and a stockholder's deficit of $6.24 billion.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6dc7

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6dc8

                      About Cablevision Systems

Headquartered in Bethpage, New York, Cablevision Systems
Corporation is predominantly a domestic cable TV multiple system
operator serving around 3.1 million subscribers in and around the
New York metropolitan area.  Among other entertainment-and media-
related business ventures, the company also owns and distributes
programming to cable television and direct broadcast satellite
providers throughout the United States through its Rainbow
National Services subsidiary.

                           *     *     *

As reported in the Troubled Company Reporter on July 27, 2010,
Fitch Ratings has affirmed the 'BB-' Issuer Default Ratings
assigned to Cablevision Systems and its wholly owned subsidiary
CSC Holdings LLC.  The rating outlook is "stable."  As of
March 31, 2010, CVC had approximately $11.4 billion of debt
outstanding.  Fitch noted that the Company's liquidity position
and financial flexibility have strengthened when considering,
among other things, the Company's improved free cash flow
generation, and access to $1.4 billion of available borrowing
capacity from revolvers.

Cablevision carries a 'Ba2' long term corporate family rating from
Moody's and 'BB' issuer credit ratings from Standard & Poor's.


CASCADE BANCORP: Narrows Net Loss to $3.43MM in Q3 of 2010
----------------------------------------------------------
Cascade Bancorp filed its quarterly report on Form 10-Q, reporting
a net loss of $3.43 million on $20.63 million in total interest
income for the three months ended Sept. 30, 2010, compared with a
net loss of $12.64 million on $29.09 million in total interest
income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$1.83 billion in total assets, $1.82 billion in total liabilities,
and stockholder's equity of $8.85 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6d91

                      About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the institution's balance sheet showed $2,083,883,000 in assets.


CATALYST PAPER: Posts C$6 Million Net Income in Third Quarte
------------------------------------------------------------
Catalyst Paper posted net earnings of C$6.0 million on sales of
C$322.3 million during the third quarter of 2010.  This contrasts
with a net loss of C$368.4 million on sales of C$299.4 million
in the prior quarter.  While second quarter results were
significantly impacted by impairment, severances and other closure
costs of C$302.0 million, improvement in the most recent quarter
also reflects better paper market conditions and operational
performance.

The Company's balance sheet at Sept. 30, 2010, showed
C$1.73 billion in total assets, C$1.32 billion in total
liabilities, and stockholder's equity of C$406.2 million.

"Business conditions are tough but showing signs of improvement,"
said President and CEO Kevin J. Clarke.  "Sales volumes and prices
were up as North American paper demand stabilized.  Our mills and
machines ran well enabling us to get the most out of the modest
market recovery.  And we're beginning to realize the fixed cost
savings from the permanent closures of the Elk Falls and Paper
Recycling facilities.  In addition, we made significant progress
in expanding existing customer commitments and have successfully
sold into new markets."

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6da0

                       About Catalyst Paper

Based in Richmond, British Columbia, in Canada, Catalyst Paper
Corporation (TSX:CTL) manufactures diverse specialty mechanical
printing papers, newsprint and pulp.  Its customers include
retailers, publishers and commercial printers in North America,
Latin America, the Pacific Rim and Europe.  With six facilities
located in British Columbia and Arizona, Catalyst has a combined
annual production capacity of 2.5 million tonnes.

                          *     *     *

In mid-March 2010, Moody's Investors Service downgraded Catalyst's
Corporate Family Rating to Caa1 from B3.  Catalyst's CFR downgrade
anticipates a marked deterioration in the company's financial
performance over the coming year, with significant EBITDA erosion
compared to 2009 levels and negative free cash flow generation.

Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Catalyst Paper Corp. to 'CCC+' from
'SD'.  "The ratings on Catalyst Paper Corp. reflect S&P's view of
the company's highly leveraged capital structure, history of weak
profitability, fiber supply issues, and its participation in
cyclical commodity markets," said Standard & Poor's credit analyst
Jatinder Mall.  In Standard & Poor's opinion, the company's
revenue diversity and improving cost profile partially mitigate
these risks.


CCGI HOLDING: S&P Assigns 'B-' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to CCGI Holding Corp.  At the same time,
S&P assigned a 'B-' issue rating and '4' recovery rating to the
$165 million term loan B and $25 million revolving credit facility
being issued by co-borrowers MegaPath Inc. and Covad
Communications Group Inc.  The '4' recovery rating indicates S&P's
expectations for average (30%-50%) recovery in the event of a
payment default.  The ratings being assigned are final and follow
the Nov. 3 closing of the transaction.

CCGI is a telecom provider that resulted from the combination of
Covad, MegaPath, and Speakeasy.  The company used proceeds from
the term loan to refinance about $100 million of existing debt at
Covad and Megapath, and to repay about $60 million of existing
CCGI subordinated debt.  The outlook is stable.

"The ratings on CCGI reflect the highly competitive nature of the
telecom sector that the company serves and a potential lack of a
defensible long-term competitive position," said Standard & Poor's
credit analyst Catherine Cosentino.  The company also faces
potential integration risks, including the challenge of combining
three separate billing systems, which in S&P's view, could prompt
customer service issues and accelerate churn, the latter of which
is an ongoing challenge for all companies in this space.


CELL THERAPEUTICS: Has Until May 2 to Meet Nasdaq Min. Bid Price
----------------------------------------------------------------
Cell Therapeutics, Inc. announced Wednesday that The NASDAQ Stock
Market has granted the Company an additional 180 days to regain
compliance with NASDAQ's $1.00 minimum bid price rule under NASDAQ
Marketplace Rule 5550(a)(2).  Previously, on May 3, 2010, CTI was
notified by NASDAQ that CTI did not meet the minimum bid price
rule required for continued listing and was provided until
November 1, 2010 to achieve compliance.

CTI may achieve compliance during the 180-day period if the
closing bid price of CTI's common stock is at least a $1.00 per
share for a minimum of 10 consecutive business days before May 2,
2011.

                     About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company's balance sheet at September 30, 2010, showed
$46.6 million in total assets, $38.9 million in total liabilities,
$13.4 million in common stock purchase warrants, and a
stockholders' deficit of $5.7 million.

Stonefield Josephson, Inc., in San Francisco, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has sustained loss
from operations, incurred an accumulated deficit, and has
substantial monetary liabilities in excess of monetary assets as
of December 31, 2009.


CENTAUR LLC: Creditors Panel Gets Green Light to Sue Lenders
------------------------------------------------------------
The Hon. Kevin J. Carey grants the official committee of unsecured
creditors in the bankruptcy cases of Centaur LLC, et al., standing
and authority to prosecute claims, on behalf of the Debtors'
estates, against the Debtors' First Lien and Second Lien Lenders
related to, among other things, the validity and enforceability of
the liens of the First Lien Lenders and the Second Lien Lenders in
and against the Debtors' assets.  The Committee asserts, among
other things, that roughly $192 million of assets have been
expressly excluded from the First Lien Lenders' and Second Lien
Lenders' collateral, or if subject to such liens, those liens are
unperfected and avoidable.  The Committee also argues that the
upstream guaranties and liens provided by certain Debtors with
respect to the First Lien Credit Facility were fraudulent
transfers that should be avoided for the benefit of the unsecured
creditors.

The Committee's draft complaint describes the First Lien Lenders
as Credit Suisse AG, Cayman Islands Branch, as administrative
agent and collateral agent, and certain lenders from time to time
party to the First Lien Revolving Credit and Term Loan Agreement,
dated as of October 30, 2007.  The First Lien Facility was
originally for $590 million and later increased to $610 million.

The Committee's draft complaint describes the Second Lien Lenders
as Wells Fargo Bank, N.A., as successor administrative agent and
successor collateral agent, and certain lenders from time to time
party to the Second Lien Term Loan Agreement dated October 30,
2007.  The Second Lien Facility was for $180 million.

The Debtors filed a limited response to the Committee's Standing
Motion, questioning whether the cost of pursuing the Committee's
proposed Claims outweighs any potential benefit to the estate.
The Debtors ask that any order granting the Committee standing
also include compressed scheduling to ensure that the litigation
is managed quickly and efficiently.  Furthermore, the Debtors
argue that the Committee should not be granted sole authority to
settle the Claims against the First Lien Lenders and the Second
Lien Lenders, because the Debtors should retain the ability to
settle those Claims.

Credit Suisse, as First Lien Agent, objected, arguing that the
Claims are not colorable and there is no proof that the Debtors
unjustifiably refused to bring such Claims.  The First Lien Agent
argues that the Committee has failed to demonstrate that the"
protracted and costly litigation" is in the best interests of the
estate and unsecured creditors, because it is unlikely that the
Claims will result in any recovery for unsecured creditors.

Judge Carey rules that payment of the Committee's professionals in
connection with prosecuting the Claims is limited to any cash
proceeds or other quantifiable value to the estate which results
from the litigation.  Judge Carey denies the Committee's Standing
Motion, in part, to the extent it seeks exclusive authority to
settle the Claims.

A copy of Judge Carey's Memorandum dated November 5, 2010, is
available at http://is.gd/gPJo2from Leagle.com.

                         About Centaur LLC

Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana,
LLC -- http://www.centaurgaming.net/-- is a company involved in
the development and operation of entertainment venues focused on
horse racing and gaming.  The Company and its affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No.
10-10799) on March 6, 2010.  The Company estimated its assets and
debts at $500 million to $1 billion as of the Petition Date.
Gerard H. Uzzi, Esq., Michael C. Shepherd, Esq., and Lane E. Begy,
Esq., at White & Case LLP, serve as counsel to the Debtors.

A group of affiliates led by Valley View Downs, LP,. filed for
Chapter 11 protection (Bankr. D., Del. Case No. 09-13761) on
October 28, 2009.  Valley View estimated assets and debts at
$100 million to $500 million in its Chapter 11 petition.


CENTRAL RAILGROUP: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Central Railgroup Construction Services
        123 Market Street, Suite 320
        Willow Springs, IL 60480

Bankruptcy Case No.: 10-49715

Chapter 11 Petition Date: November 5, 2010

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: Andrew J. Maxwell, Esq.
                  MAXWELL LAW GROUP, LLC
                  105 West Adams Street, Suite 3200
                  Chicago, IL 60603
                  Tel: (312) 368-1138
                  Fax: (312) 368-1080
                  E-mail: maxwelllawchicago@yahoo.com

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000

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

The petition was signed by Robert J. Pachmayer, manager.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                           Case No.    Petition Date
        ------                           --------    -------------
Central Illinois Railroad Company         10-49718      11/05/10
Central Illinois Railroad Holdings, LLC   10-49722      11/05/10
Central Railink Services, LLC             10-49723      11/05/10


CHECKOUT HOLDING: Moody's Assigns 'B3' Rating to $260 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Checkout Holding
Corp.'s proposed $260 million senior unsecured discount notes due
2015.  Checkout is the parent company of Catalina Marketing
Corporation.  The company plans to utilize the net proceeds to
fund a dividend to shareholders including equity sponsor Hellman &
Friedman and distributions to option holders.  The increase in
debt and leverage weakens the credit profile but can be
accommodated within the B1 Corporate Family Rating given
Catalina's strong operating performance that previously reduced
leverage to the low end of the range anticipated for the rating.
The B1 CFR and B1 Probability of Default Rating remain unchanged
and will be moved to Checkout as it is now the highest level debt
issuer within the legal entity structure.  The rating outlook
remains stable.

This a summary of the rating action:

Assignments:

Issuer: Checkout Holding Corp.

* Corporate Family Rating, Assigned B1

* Probability of Default Rating, Assigned B1

* Senior Unsecured Regular Bond/Debenture, Assigned a B3, LGD6
  - 92%

Upgrades:

Issuer: Catalina Marketing Corporation

* Senior Unsecured Regular Bond/Debenture, Upgraded to B2, LGD4 -
  62% from B3, LGD5 - 77%

LGD Updates:

Issuer: Catalina Marketing Corporation

  -- Senior Secured Bank Credit Facility, Changed to LGD2 - 20%
     from LGD2 - 27% (no change to Ba2 rating)

  -- Subordinate Regular Bond/Debenture, Changed to LGD5 - 82%
     from LGD6 - 93% (no change to B3 rating)

Withdrawals:

Issuer: Catalina Marketing Corporation

  -- Corporate Family Rating, Withdrawn, previously rated B1
  -- Probability of Default Rating, Withdrawn, previously rated B1

Outlook Actions:

Issuer: Checkout Holding Corp.

  -- Assigned, Stable

                        Ratings Rationale

Checkout's B1 Corporate Family Rating reflects its leading market
position in POS marketing services, strong operating margins and
favorable intermediate-term growth opportunities, which supports
good cash flow generation.  Catalina's exposure to cyclical
advertising spending, modest size, high leverage following the
2007 LBO and November 2010 dividend, and event risks related to
equity sponsor ownership mitigate these strengths and weakly
positions the company within the B1 CFR category.  Catalina has
refinancing risk due to significant debt maturities in 2014 and
2015, but its liquidity for the next few years is good based on a
sizable cash balance relative to near-term maturities, its good
cash flow generation, and the absence of financial maintenance
covenants in the credit agreement.

The proposed dividend is significant and represents a return of
more than half of H&F's original $506 million investment in the
company.  The B1 CFR remains unchanged despite the substantial
dividend on the strength of Catalina's track record of
reinvestment that drives a growing revenue and earnings base.
Catalina continues to increase the number of retailers
participating in its point-of-sale coupon network (including
Target in 2009/2010) and expand the range of products (such as
health and beauty) for which promotions are offered.  These
factors along with Catalina's ability to analyze purchase history
to target promotions based on buying behavior is driving good
earnings growth.

The proposed notes are PIK interest-only instruments that will add
to the company's debt balance and put upward pressure on leverage
unless EBITDA continues to grow.  Moody's anticipates debt-to-
EBITDA leverage (approximately 5.5x LTM 6/30/10 pro forma for the
note offering and incorporating Moody's standard adjustments) will
decline to a 5.2-5.4x range in 2011 as projected EBITDA increases
and modest debt reduction are largely offset by the PIK interest
and the use of free cash flow for investments/acquisitions,
subject to restrictions in the debt agreements.  The notes will
marginally enhance cash flow prior to the maturity as the company
intends to deduct the interest for tax purposes (the five-year
maturity also avoids the note from being considered an AHYDO
instrument).

The 2015 maturity of Checkout's proposed notes adds to the
company's 2014-2015 refinancing risk and is also inside the 2017
maturity of Catalina's $160 million senior subordinated notes.
Moody's does not believe Catalina would have sufficient restricted
payments capacity within the subordinated note indenture to fund
the maturity of Checkout's notes.  However, the company has the
ability to call the proposed notes at a 2-4% premium to par value
prior to maturity (as opposed to a potentially more costly make-
whole premium).  Moody's believes this in conjunction with
Catalina's need to address an approximate $600 million term loan
maturity in 2014 and $330 million senior unsecured note maturity
in 2015 suggests the company will seek to refinance the entire
capital structure by 2013 or 2014, possibly in conjunction with an
H&F exit transaction.

Checkout is a holding company with no operations and is reliant on
cash flow from Catalina to service the new notes, which because of
the absence of guarantees are structurally subordinated to
Catalina's debt.  The terms of Catalina's $330 million senior
unsecured notes remain unchanged.  The instrument rating is
nevertheless upgraded to B2 from B3, consistent with Moody's Loss
Given Default Methodology, reflecting the increased proportion of
subordinated debt in the company's capital structure following
completion of the proposed transaction.  Catalina's Ba2 senior
secured credit facility rating and B3 senior subordinated note
rate are unchanged.  Loss given default assessments were updated
to reflect the revised capital structure.

The stable rating outlook reflects Moody's expectation that
Catalina will continue to grow revenue and EBITDA modestly,
reinvest through retail store expansion, and maintain a good
liquidity profile to manage in the sluggish economic environment.
Moody's anticipates debt-to-EBITDA will decline moderately and
believes free cash flow generation enhances the company's ability
to address its 2014-2015 maturities.

The ratings could be downgraded if the loss of a significant
customer or retailer from the network, shift in consumer purchases
to non-network retailers or digital channels,
acquisitions/investments or cash distributions to shareholders
causes debt-to-EBITDA to increase and be sustained above 5.75x.  A
weakening of liquidity including concern that the company could
have difficulty addressing its 2014-2015 maturities would also
create downward rating pressure.

The likelihood of an upgrade is low given event risks related to
the private equity sponsor ownership.  Profitable expansion of the
retail network, good underlying coupon print volume growth and
stable to higher margins, along with debt reduction from cash
flow, asset sales or equity offering proceeds leading to debt-to-
EBITDA sustained below 4.5x and free cash flow-to-debt sustained
above 7% could result in an upgrade.  Catalina would also need to
maintain a good liquidity position and Moody's would need to get
comfortable that a leveraging transaction would not impede the
company's ability to sustain these stronger credit metrics in
order to be considered for an upgrade.

The last rating action was on December 23, 2009 when Moody's
upgraded Catalina's CFR and PDR to B1 from B2 and raised the
instrument ratings by one notch.

Catalina's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Catalina's core industry and Catalina's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Catalina, headquartered in St. Petersburg, FL, is the leader in
point-of-sale promotional marketing services.  H&F acquired
Catalina in a 2007 leveraged buyout.  Revenue for the LTM period
ended 6/30/10 was approximately $635 million.


CHECKOUT HOLDING: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Checkout Holding Corp., the parent
company of Catalina Marketing Corp. The rating outlook is stable.

At the same time, S&P assigned issue-level and recovery ratings
to St. Petersburg, Fla.-based Checkout Holding Corp.'s Rule 144A
$260 million senior discount notes due 2015.  S&P assigned the
notes an issue rating of 'B-' (two notches lower than the 'B+'
corporate credit rating on the company) with a recovery rating of
'6', indicating S&P's expectation of negligible (0%-10%) recovery
for lenders in the event of a payment default.

S&P also affirmed all the ratings on Catalina Marketing Corp.,
including the 'B+' corporate credit rating.

The company plans to use issue proceeds to pay a special dividend
to its private-equity shareholders.  Pro forma total debt was
$1.4 billion as of June 30, 2010.

"The 'B+' corporate credit rating on Catalina reflects S&P's
concerns regarding the company's fairly aggressive financial
policies and the competitive nature of the consumer promotion
industry," said Standard & Poor's credit analyst Hal F.  Diamond.
The debt-financed special dividend transaction increases pro forma
leverage to 5.4x for the 12 months ended June 30, 2010, from an
actual level of 4.4x.  S&P's expectation that operating
performance will improve slightly in the balance of 2010 and 2011
only partially offsets those factors.  S&P expects credit measures
to recover modestly in 2011 from pro forma levels, based on higher
EBITDA, though S&P expects discretionary cash flow to remain
modest as a result of capital spending requirements for the
company's retail store expansion.


CHI PAK: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------
Joint Debtors: Chi K. Pak
               Kon S. Pak
               33224 Highway 27 S.
               Haines City, FL 33844

Bankruptcy Case No.: 10-26716

Chapter 11 Petition Date: November 3, 2010

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

Debtors' Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $347,035

Scheduled Debts: $2,653,100

A list of the Joint Debtors' 15 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb10-26716.pdf

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
P & K USA, Inc.                       10-22145            09/14/10


CHIQUITA BRANDS: Moody's Retains 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's has commented that the ratings and stable outlook of
Chiquita Brands International, Inc., and Chiquita Brands LLC, its
wholly owned operating subsidiary, including the B2 corporate
family rating, are not currently affected by Chiquita's
announcement that it has experienced further deterioration in its
core banana and bagged salad businesses.  However, if weakness in
these operations persists over the coming quarters, it could have
negative consequences for the rating outlook.

The last rating action on Chiquita was the March 18, 2010 upgrade
of the corporate family rating to B2 from B3.

Headquartered in Cincinnati, Ohio, Chiquita is a global producer
and marketer of Bananas (roughly 60% sales), Salads and Healthy
Snacks (Salads), primarily under the Fresh Express brand name
primarily in the United States, (33%), and Other Produce (7%).
Revenues for the twelve months ending September 30, 2010 were
approximately $3.3 billion.


CHRYSLER FINANCIAL: Fitch Withdraws 'CCC' Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has upgraded and subsequently withdrawn Chrysler
Financial Services Americas LLC's Long-term Issuer Default Rating
to 'CCC' from 'CC'.  At the same time Fitch has affirmed and
withdrawn CFS' short-term IDR at 'C'.

While information from CFS has been adequate to monitor the credit
to date, Fitch does not expect that to continue going forward.  As
such, Fitch has withdrawn all ratings and will no longer provide
ratings or analytical coverage on CFS.

The upgrade of CFS' IDR recognized improved operating performance,
lower leverage and ability to wind down its auto receivables
portfolio in an efficient manner.  Rating constraints are driven
by the company's uncertain prospects after its legacy portfolio
winds down and a future business plan lacking specifics such as
committed funding.

Fitch has also withdrawn CFS' 1st and 2nd Lien Bank Facilities,
since both have been repaid and terminated.


CHRYSLER LLC: Plans IPO in 2nd Half of 2011, Exceeds Fin'l Goals
----------------------------------------------------------------
Alisa Priddle, writing for The Detroit News, reports Chrysler
Group LLC is preparing for an initial public stock sale in the
second half of 2011 and has promised to repay $7.4 billion in
government loans by 2014.

Ms. Priddle also relates Chrysler is exceeding financial goals,
investing more heavily in products and plants than expected, and
restoring jobs and morale.  A year ago last week, Chrysler CEO
Sergio Marchionne detailed a business plan through 2014 to not
only save Chrysler after a trip through bankruptcy last year, but
to grow the company globally with Italian partner Fiat SpA.  The
five-year plan calls for Chrysler to break even financially in
2011, a significant achievement for a company that closed plants,
laid off thousands of workers, ended most product development and
even removed light bulbs in empty offices to stretch dwindling
resources prior to filing for bankruptcy in April 2009.

According to Ms. Priddle, Chrysler generated $326 million in
operating profit in the first six months of 2010 and is expected
to beat that figure and upgrade full-year guidance when third-
quarter earnings are reported Monday.  In June, Chrysler's net
loss was down to $172 million from a whopping $3.8 billion last
November. The goal is to break even in 2011.  Mr. Marchionne's
plan calls for generating $42.5 billion in revenue in 2010;
through June the total was $20.2 billion.

According to Ms. Priddle, Chrysler promised to overhaul 75% of its
lineup and will exceed that, revamping 16 of 20 nameplates.  The
Jeep Grand Cherokee launched in June to strong reviews, the first
evidence of much-needed quality improvements.  The Jeep beat the
Toyota 4Runner in a head-to-head road test, the results of which
are in the December issue of Consumer Reports.

The company also is re-introducing the Fiat brand in North
America.  The Fiat 500 is being built in a Chrysler plant in
Mexico and dealers have been selected to start selling the mini
car in the United States in December.

Ms. Priddle relates most analysts expected Chrysler's U.S. share
would fall from 9% in November 2009, because the cavalry of
promised new product was coming so late this year.  According to
Ms. Priddle, Rebecca Lindland, director of auto industry research
for IHS Automotive in Lexington, Mass., forecast Chrysler's market
share would fall to 7% in 2010.  But with Chrysler sales through
October up 16.5% compared to the same period last year, IHS now
expects Chrysler to end 2010 with 9.2% of the U.S. market and then
stabilize at 9%.

According to the report, Alan Amici, Chrysler's head of electrical
and electronics engineering, said. "Morale has improved. With
better products, it's an exciting place to work now."

                          About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of December 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20%
equity interest in Chrysler Group.

Dow Jones reports that the U.S. and Canadian governments provided
Chrysler with $4.5 billion to finance its bankruptcy case.  Those
loans are to be repaid with the proceeds of the bankruptcy
estate's liquidation.


CINCINNATI BELL: Third Quarter Net Income Down to $15 Million
-------------------------------------------------------------
Cincinnati Bell Inc. said that revenue for the third quarter of
2010 was $352 million, an increase of 4% compared to the third
quarter of 2009.  Operating income was $83 million, and net income
for the quarter of $15 million resulted in diluted earnings per
share of 6 cents.  Cincinnati Bell generated adjusted earnings
before interest, taxes, depreciation and amortization of
$131 million in the third quarter, an $11 million or 9% increase
compared to last year.

Net income for the third quarter of $15 million decreased from
$28 million in 2009, and diluted earnings per share of 6 cents
decreased from 12 cents.  These decreases resulted primarily from
increased interest expense of $21 million due to the acquisition
of CyrusOne and higher interest rates on the Company's debt.

"Cincinnati Bell's third quarter financial results demonstrate the
company's ability to produce strong Adjusted EBITDA performance,"
said Jack Cassidy, president and chief executive officer.  "Our
legacy products continue to generate strong profitability and cash
flows, and our growth areas in data center colocation and Fioptics
fiber-to-the-home products are exhibiting significant increases."

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6da6

A full-text copy of the third quarter 2010 review is available for
free at http://ResearchArchives.com/t/s?6da7

                      About Cincinnati Bell

Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio,
provides telecommunications products and services to residential
and business customers in Ohio, Kentucky and Indiana.

The Company's balance sheet at June 30, 2010, showed $2.60 billion
in total assets, $3.22 billion in total liabilities, and
a $642.90 million stockholders' deficit.

                          *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's.

In June 2010, when Fitch Ratings downgraded the Issuer Default
Rating to 'B' from 'B+', the rating agency said, "The downgrade
reflects the increase in financial and business risk caused by
Cincinnati Bell's acquisition of privately held data center
operator CyrusOne Networks, LLC, as well as a potentially more
aggressive strategy on the part of CBB to expand its data center
business."

Fitch Ratings has issued its Recovery Rating review of the U.S. &
Canada Telecommunications and Cable sector.  This review includes
an analysis of valuation multiples, EBITDA discounts applied and
detailed recovery worksheets for issuers with a Fitch Issuer
Default Rating of 'B+' or lower in this sector.


CINCINNATI BELL: Board Adopts Executive Pay Clawback Policy
-----------------------------------------------------------
On October 29, 2010, the Board of Directors of Cincinnati Bell
Inc. adopted an interim executive compensation recoupment/clawback
policy that reflects the preliminary requirements of the Dodd-
Frank Wall Street Reform and Consumer Protection Act, with the
intention that the Policy will be modified when final regulations
required by the Dodd-Frank Act are adopted by the Securities and
Exchange Commission in 2011.

The Policy is effective as of January 1, 2011, for any current
executive officer or former executive officer that terminates
employment after the Effective Date and will apply to cash and
equity-based incentive compensation that is approved, granted or
awarded on or after the Effective Date.

A full-text copy of the Executive Compensation Recoupment/Clawback
Policy is available for free at:

               http://ResearchArchives.com/t/s?6dc9

                      About Cincinnati Bell

Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio,
provides telecommunications products and services to residential
and business customers in Ohio, Kentucky and Indiana.

The Company's balance sheet at June 30, 2010, showed $2.60 billion
in total assets, $3.22 billion in total liabilities, and
a $642.90 million stockholders' deficit.

                          *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's.

In June 2010, when Fitch Ratings downgraded the Issuer Default
Rating to 'B' from 'B+', the rating agency said, "The downgrade
reflects the increase in financial and business risk caused by
Cincinnati Bell's acquisition of privately held data center
operator CyrusOne Networks, LLC, as well as a potentially more
aggressive strategy on the part of CBB to expand its data center
business."

Fitch Ratings has issued its Recovery Rating review of the U.S. &
Canada Telecommunications and Cable sector.  This review includes
an analysis of valuation multiples, EBITDA discounts applied and
detailed recovery worksheets for issuers with a Fitch Issuer
Default Rating of 'B+' or lower in this sector.


CIRCUIT CITY: Trustee Wants Millions in Claim Bids Cut
------------------------------------------------------
The U.S. trustee overseeing Circuit City Stores Inc.'s bankruptcy
has challenged millions of dollars in claims related to agreements
for goods and services that creditors want to recover, arguing
that the requests are "overstated" and should be slashed or nixed
entirely, Bankruptcy Law360 reports.

                         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.


CITY CAPITAL: "Restructuring Expert" Named Chief Executive
----------------------------------------------------------
Wendy J. Connor tendered on August 24, 2010, her resignation,
effective October 31, 2010, as a director and Chief Operations
Officer of City Capital Corporation.  Mrs. Connor's resignation
was not the result of any disagreements with the Company regarding
its operations, policies, or practices.

On October 22, 2010, Ephren W. Taylor resigned as a Chief
Executive Officer and Chairman of the Company. Mr. Taylor's
resignation was not the result of any disagreements with the
Company regarding its operations, policies, or practices.

On October 22, 2010, Jeffery M. Smuda was elected a Chairman and
Chief Executive Officer of the Company.

Mr. Smuda is an expert in restructuring companies to
profitability.   He possesses over 25 years experience as a
procurement specialist accomplished in the disciplines of
materials management, inventory management, systems development
and process improvements.  He has held senior management positions
in the domestic and international supply chain sectors, including
retail, industrial distribution, manufacturing, design-build
custom engineering and mail order.  Mr. Smuda has developed two
Free Trade Zones and numerous Bonded warehouses throughout North
America to facilitate time efficiencies and product cost
reductions in managing a global supply chain.  For the past five
years Mr. Smuda has served as president, and served on the Board
of Directors of several public companies.

                        About City Capital

Franklin, Tenn.-based City Capital is a professional management
and diversified holding company engaged in leveraging investments,
holdings and other assets to build value for investors and
shareholders.

After auditing the Company's financial results in 2008 and 2009,
Spector & Associates LLP expressed substantial doubt about City
Capital Corporation's ability as a going concern.  The firm noted
that the Company has recurring losses, substantial accumulated
deficit and negative cash flows from operations.

The Company's balance sheet at Dec. 31, 2009, showed $2,997,088 in
total assets, $9,820,316 in total liabilities, and a stockholder's
deficit of $6,674,519.


COLIN GARVEY: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Colin J. Garvey
          asf Castle Rock Development, Inc.
              Garvey Construction Co.
              Farmington Truck Center, Inc.
              Landscape Depo, Inc.
        605 Lindon Street
        Farmington, MN 55024

Bankruptcy Case No.: 10-37995

Chapter 11 Petition Date: November 4, 2010

Court: U.S. Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Dennis D. O'Brien

Debtor's Counsel: Lynn J.D. Wartchow, Esq.
                  MORRIS LAW GROUP, P.A.
                  7241 Ohms Lane, Suite 275
                  Edina, MN 55439
                  Tel: (952) 832-2000 Ext. 116
                  Fax: (952) 832-0020
                  E-mail: lynn@morrislawmn.com

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

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

Debtor's List of eight Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
American National Bank             Mortgage               $159,920
P.O. Box 147
Pequot Lakes, MN 56472

America's Servicing Company        --                     $137,000
P.O. Box 10388
Des Moines, IA 50306-0388

OCWEN Financial Corp.              Mortgage                $29,394
P.O. Box 6440
Carol Stream, IL 60197-6440

Advanta Bank Corp.                 Credit Line             $28,884

Bank of America                    Credit Card             $13,759

US Bank                            Credit Card             $12,538

US Bank                            Credit Line              $1,483

Harley Davidson Credit             Secured Loan               $475


COMFORCE CORP: Amends Employment Contract With New CEO
------------------------------------------------------
On October 29, 2010, COMFORCE Corporation and its COMFORCE
Operating Inc. subsidiary entered into Amendment No. 1 to the
employment agreement with Harry V. Maccarrone.  Mr. Maccarrone's
employment agreement had been last amended on March 31, 2008, at
which time Mr. Maccarrone served as the Company's Executive Vice
President and Chief Financial Officer.

On October 11, 2010, he was appointed to serve as the Company's
Chief Executive Officer upon the termination of John C. Fanning,
who previously held that position, due to the condition of Mr.
Fanning's health.  As disclosed in the Company's Current Report on
Form 8-K filed October 13, 2010, no amendments were made to Mr.
Maccarrone's employment agreement by reason of or in connection
with his appointment as the Company's Chief Executive Officer, but
it was noted in that report that the Company anticipated examining
the employment arrangements with Mr. Maccarrone by the end of
2010.

Subsequently, Mr. Maccarrone and the members of the Company's
Stock Option and Compensation Committee accelerated their
discussions since his employment agreement had a renewal notice
date of November 1, 2010, and, absent a termination notice, the
agreement would be extended for a full year until December 31,
2011.  Based on these discussions, and in light of the
uncertainties concerning whether the Company would enter or
complete a transaction, the members of the Committee and Mr.
Maccarrone agreed to extend the term of his employment agreement
by six months until June 30, 2011, without any change in the
previously established terms of his compensation.

In return, Mr. Maccarrone agreed to relinquish the right he had
under the existing terms to treat a diminution of his current
responsibilities, role or title as the Company's Chief Executive
Officer during this six month period as constructive termination
of his employment so long as he was provided working
accommodations that were (x) consistent with the Company's current
practices, (y) reflective of his current stature and position, and
(z) reasonably acceptable to him.  At a Board special meeting of
the Company's Board held on October 25, 2010, the Board approved
the terms of this amendment to Mr. Maccarrone's employment
agreement, and it was signed on October 29, 2010.

                          About COMFORCE

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

The Company's balance sheet at June 30, 2010, showed
$183.15 million in total assets, $196.01 million in total
liabilities, and a stockholders' deficit of $12.86 million.


COMFORCE CORP: To Be Acquired by ABRY Partners for $84.8-Mil.
-------------------------------------------------------------
COMFORCE Corporation and ABRY Partners LLC have entered into a
definitive merger agreement for an affiliate of ABRY Partners to
acquire all of the outstanding shares of COMFORCE for $2.50 per
share of common stock, which represents a premium of approximately
77.4% over COMFORCE's 30-day average closing stock price, and a
premium of approximately 54.3% over the closing price of
COMFORCE's common stock on November 1, 2010.  The aggregate
purchase price for the equity of COMFORCE is approximately
$84.8 million.
The Company said its unit, PrO Unlimited, will also be acquired by
ABRY Partners.  The deal is part of ABRY Partners' definitive
agreement to acquire COMFORCE, of which PrO Unlimited represents
the majority of the overall company revenues.

The Board of Directors of COMFORCE approved the merger agreement
with ABRY Partners and resolved to recommend that COMFORCE's
stockholders vote to adopt the merger agreement.  Certain
directors, executive officers and stockholders of COMFORCE
beneficially owning approximately 31.0% of COMFORCE's common
shares outstanding have entered into agreements to vote in favor
of the merger agreement and otherwise to support the transaction.

Harry V. Maccarrone, Chief Executive Officer of COMFORCE, stated,
"We are pleased to announce an agreement of COMFORCE to be
acquired by ABRY Partners.  We believe that the acquisition price
of $2.50 per share, which represents a premium of approximately
77.4% over our 30-day average closing stock price, represents a
strong return for our stockholders and is a great confirmation of
all of the efforts of our management team and all of our
employees."

COMFORCE's merger with ABRY, which is expected to close in the
fourth quarter of 2010, is subject to the adoption of the merger
agreement by the holders of at least a majority of COMFORCE's
outstanding common stock and other customary closing conditions.

Ewing Bemiss & Co. is serving as financial advisor to COMFORCE.
Barnes & Thornburg LLP is serving as legal counsel to COMFORCE.
Kirkland & Ellis LLP is serving as legal counsel to ABRY Partners.

A full-text copy of the Agreement Of Plan And Merger is available
for free at http://ResearchArchives.com/t/s?6dae

                          About COMFORCE

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

The Company's balance sheet at June 30, 2010, showed
$183.15 million in total assets, $196.01 million in total
liabilities, and a stockholders' deficit of $12.86 million.


COMMAND CENTER: Earns $1.1 Million in 13-Weeks Ended Sept. 24
-------------------------------------------------------------
Command Center, Inc., reported its quarterly report on Form 10-Q,
reporting net income of $1.1 million on $19.7 million of revenue
for the 13 weeks ended September 24, 2010, compared to a net loss
of $249,776 on $13.2 million of revenue for the 13 weeks ended
September 25, 2009.

The Company has incurred losses since its inception and it does
not have sufficient cash at September 24, 2010, to fund normal
operations for the next 12 months.

The Company's balance sheet at September 24, 2010, showed
$10.9 million in total assets, $9.0 million in total liabilities,
and stockholders' equity of $1.9 million.

As reported in the Troubled Company Reporter on April 12, 2010,
DeCoria, Maichel & Teague P.S., in Spokane, Wash., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company has negative working capital and
an accumulated deficit.

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

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

                       About Command Center

Headquartered in Post Falls, Idaho, Command Center, Inc.
-- http://www.commandonline.com/-- provides on-demand employment
solutions to businesses in the United States, primarily in the
areas of light industrial, disaster relief, hospitality and event
services.


COMMERCIAL VEHICLE: Posts $1.1 Million Net Income in Sept. 30 Qtr
-----------------------------------------------------------------
Commercial Vehicle Group Inc. reported revenues of $150.9 million
for the third quarter of 2010, compared to revenues of
$110.8 million for the third quarter of 2009.

Operating income for the third quarter of 2010 was $5.1 million
compared to an operating loss of $7.8 million for the third
quarter of 2009.

Net income was $1.1 million for the quarter compared to a net loss
of $15.9 million in the prior-year quarter.

The Company's balance sheet at Sept. 30, 2010, showed
$289.32 million in total assets, $294.99 million in total
liabilities, and a stockholder's deficit of $5.67 million.

"We are pleased to see the continued signs of recovery in several
of our key end markets and the benefits of our profit improvement
initiatives, which are reflected in our positive results," said
Mervin Dunn, President and Chief Executive Officer of Commercial
Vehicle Group.  "This marks our sixth consecutive quarter of
operating income improvement when excluding one-time adjustments
such as restructuring and impairment charges.  We are extremely
pleased with these trends and remain heavily focused on continuous
improvements as well as global growth initiatives for the future,"
added Mr. Dunn.

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6d96

                  About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The Company has facilities
located in the United States in Arizona, Indiana, Illinois, Iowa,
North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington
and outside of the United States in Australia, Belgium, China,
Czech Republic, Mexico, Ukraine and the United Kingdom.

                          *     *     *

Commercial Vehicle carries a 'Caa2' Corporate Family Rating and
'Caa2/LD' Probability of Default Rating from Moody's.  It has
'CCC+' issuer credit ratings from Standard & Poor's.

Moody's Investors Service upgraded Commercial Vehicle Group,
Inc.'s Corporate Family Rating to Caa1 from Caa2, and revised the
ratings outlook to positive from negative.  These actions
recognize the continuing improvement in the build rates for
commercial vehicles and the realized benefits of the company's
operating and capital restructurings.  Moody's also upgraded the
$98 million 8% senior notes due 2013 to Caa2 from Caa3.
Concurrently, Moody's raised CVGI's short term liquidity
assessment to SGL-2 from SGL-4 reflecting Moody's expectation of
sizeable unrestricted cash balances and continued improvement in
operating cash flows.


COMSTOCK MINING: Buys 26 Lode-Mining Claims in Nevada
-----------------------------------------------------
Comstock Mining Inc. announced the recent acquisition of 26
unpatented lode-mining claims along the southern extension of the
Occidental Lode structure in Storey County, Nevada.  The historic
Occidental Lode, also referred to as the Brunswick Lode, is
located 1.5 miles due east of and sub-parallel to the veins of the
main Comstock Lode.  These claims adjoin and extend the Company's
previous holdings of six patented and six unpatented claims,
significantly expanding the Company's position on the Occidental
Lode.

"The Occidental Lode is an exciting target, commented Mr. Larry
Martin, Comstock Mining's Chief Geologist.  "Combining this
acquisition with our prior Occidental holdings enables us to
explore the substantial majority of the Occidental fault trend,
leveraging our existing geological knowledge of the Comstock Lode
and the Silver City fault zone."

The properties were acquired through a lease agreement with
Renegade Mineral Holdings, LLC.  The Lease has an initial term
of 3 years and, in the event that the Company determines that
exploration results warrant further development, then the term can
be extended initially for two additional six-year terms and then
continuously thereafter as long as the Company is producing on
property adjacent to or in the vicinity of these new claims.  The
Company has also agreed to drill a minimum of 1,000 feet on the
property within the first 36 months.

The agreement includes a 3% Net Smelter Return royalty from
production to Renegade with the Gold price capped at $2,000 per
ounce.  The Company also has the right to buy out the NSR royalty
for $3 million.

The addition of the Renegade claims along the Occidental fault
increases the land holdings controlled by Comstock Mining, Inc. by
520 acres, or approximately 9%.  The Company's land position in
the Comstock district now totals 6,412 acres, including 892 acres
of patented mining claims, and 5,520 acres of unpatented claims
administered by the Bureau of Land Management.

Mr. Corrado De Gasperis, Comstock Mining Chief Executive Officer,
stated, "The acquisition of these high-potential exploration
claims represents the methodical continuation of our consolidation
of the Comstock District.  We welcome the strategic relationship
with Renegade and look forward to the productive exploration and
development of these Occidental properties."

                      About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. (OTC BB: LODE) is a
Nevada-based precious metals mining company with extensive,
contiguous property in the Comstock District.  The Company began
acquiring properties in the Comstock District in 2003.

The Company's balance sheet as of June 30, 2010, showed
$6.0 million in total assets, $38.7 million in total liabilities,
and a stockholders' deficit of $32.7 million.

                           *     *     *

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


COSINE COMMS: Posts $208,000 Net Loss in September 30 Quarter
-------------------------------------------------------------
Cosine Communications Inc. filed its quarterly report on Form 10-
Q, reporting a net loss of $208,000 on no revenue for the three
months ended Sept. 30, 2010, compared with a net loss of $139,000
on no revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$21.84 million in total assets, $189.0 in total current
liabilities, and stockholder's equity of $21.65 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6dc4

                    About Cosine Communications

Los Gatos, California-based CoSine Communications, Inc. (Pink
Sheets:COSN.pk) was founded in 1998 as a global telecommunications
equipment supplier.  As of December 31, 2006, CoSine had ceased
all its product and customer service related operations.  CoSine's
strategic plan is to redeploy its existing resources to identify
and acquire, or invest in, one or more operating businesses with
the potential for generating taxable income or capital gains.
This strategy may allow CoSine to realize future cash flow
benefits from its net operating loss carry-forwards.  No
candidates have been identified, and no assurance can be given
that CoSine will find suitable candidates, and if it does, that it
will be able to utilize its existing NOLs.

Burr Pilger Mayer Inc. of San Jose, California, which audited the
Company's annual report for 2009, said that that the CoSine
Communications Inc.'s actions in September 2004 in connection with
its ongoing evaluation of strategic alternatives to terminate most
of its employees and discontinue production activities in an
effort to conserve cash, raise substantial doubt about its ability
to continue as a going concern.


COUNTERPATH CORP: Raises $1.46-Mil. in Two Private Placements
-------------------------------------------------------------
In a regulatory filing Friday, CounterPath Corporation announced
that on October 29, 2010, that it has closed on two previously
announced private placements raising a total of $1,464,800
(C$1,500,000).  Under the first private placement announced on
July 30, 2010, the Company closed on the second tranche issuing
$490,750 (C$500,000) of convertible debentures on October 29,
2010.  The total of $974,050 (C$1,000,000) debentures raised under
this first private placement may be converted at any time, prior
to maturity on July 30, 2012, into shares of the Company's common
stock at a conversion price of $1.00 per share subject to certain
conditions.  The convertible debentures are unsecured obligations
of the Company and carry an interest rate equal to the Prime Bank
Rate as quoted by the Bank of Montreal, payable monthly.

Under the second private placement announced on October 21, 2010,
the Company issued $490,750 (C$500,000) of convertible debentures
on October 29, 2010.  The debentures may be converted at any time,
prior to maturity on July 30, 2012, into shares of the Company's
common stock at a conversion price of $1.37 per share subject to
certain conditions.  The convertible debentures are unsecured
obligations of the Company and carry an interest rate equal to the
Prime Bank Rate as quoted by the Bank of Montreal, payable
monthly.

Insiders subscribed for greater than 25% of the private
placements.

The gross proceeds of the offerings will be used to fund the
operations of the CounterPath.  The closing of the offering is
subject to certain conditions, including regulatory approval.

The securities offered will not be registered under the United
States Securities Act of 1933 (the "Act") and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Act.

                  About CounterPath Corporation

Based in Vancouver, British Columbia, Canada, CounterPath
Corporation (OTC BB: CPAH; TSX-V: CCV) focuses on the design,
development, marketing and sales of desktop and mobile application
software, gateway server software and related professional
services, such as pre and post sales, technical support and
customization services.

The Company's balance sheet at July 31, 2010, showed
$15.20 million in total assets, $3.95 million in total
liabilities, and stockholders' equity of $11.26 million.

As reported in the Troubled Company Reporter on August 3, 2010,
BDO Canada LLP, in Vancouver, Canada, expressed substantial doubt
about the Company's ability to continue as a going concern,
following its results for the fiscal year ended April 30, 2010.
The independent auditors noted that the Company had an accumulated
deficit of $39.8 million at April 30, 2010, and incurred a net
loss for the year then ended of $5.5 million.


DENNY'S CORP: Posts $10 Million Net Income in 3rd Quarter 2010
---------------------------------------------------------------
Denny's Corporation reported results for its third quarter ended
September 29, 2010.

The Company's balance sheet at Sept. 29, 2010, showed
$312.67 million in total assets, $415.10 million in total
liabilities, and a stockholder's deficit of $102.42 million.

Denny's reported net income of $9.9 million for the third quarter
compared with prior year period net income of $10.0 million.
Adjusted income before taxes, Denny's metric for earnings
guidance, increased $0.3 million in the third quarter to
$9.4 million.

Debra Smithart-Oglesby, Interim Chief Executive Officer and Board
Chair, stated, "Our third quarter results continued to show
encouraging signs of progress towards our key areas of focus.  We
drove positive same-store guest count growth in the quarter in our
company units due primarily to guest acceptance of the Denny's
everyday affordability strategy, led by the $2/$4/$6/$8 Value
Menu.  Our performance reflects four quarters of sequentially
improving guest count trends."

"We continued to deliver profitable growth while maintaining an
aggressive pace of conversions, as we opened 48 new Denny's sites
in Pilot's Flying J Travel Centers.  Last, we brought aboard high-
caliber experienced talent at the Senior Executive level through
the hiring of Frances Allen as Denny's Chief Marketing Officer and
Robert Rodriguez as Chief Operating Officer and hired Interpublic
Group's Gotham as our new advertising agency."

Ms. Smithart-Oglesby concluded, "Our solid execution towards the
strategic priorities of driving sales, growing profitability, and
growing unit development in traditional and non-traditional venues
in an increasingly franchised-based system continues to drive our
ability to optimize the balance sheet and free cash flow.  The
Company's recent $300 million refinancing of its credit facility
is further evidence of the strength of our emerging business
model."

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

                      About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

Denny's carries "B2" corporate family and probability of default
ratings from Moody's Investors Service.

As reported by the Troubled Company Reporter on Sept. 15, Standard
and Poor's affirmed Denny's Corp.'s corporate credit rating at
'B+'.


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

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

In addition, S&P assigned a preliminary 'CCC+' issue-level rating
to the company's proposed $625 million senior unsecured notes,
with a preliminary recovery rating of '6', indicating S&P's
expectation of negligible (0%-10%) recovery in the event of a
payment default.  The new debt will be issued by Dunkin' Finance
Corp., with the net cash proceeds being held in escrow accounts
until the date the existing debt is repaid, at which time Dunkin'
Finance will merge into Dunkin' Brands with Dunkin' Brands being
the surviving entity.  The company plans to register the unsecured
notes under the Securities Act of 1933.

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


EAGLE INDUSTRIES: Gets Court's Nod to Obtain DIP Financing
----------------------------------------------------------
Eagle Industries, LLC, and Eagle Transportation, LLC, sought and
obtained authorization from the Hon. Joan A. Lloyd of the U.S.
Bankruptcy Court for the Western District of Kentucky to obtain
postpetition secured financing from Citizens First Bank and
certain individuals.  Citizens First has agreed to lend post-
petition secured indebtedness.  The certain individuals have also
agreed to lend postpetition unsecured indebtedness.

The Debtor requires $371,000 in debtor-in-possession financing
which is to be advanced by Citizens First on an immediate and
emergency basis to, among other things, immediately fund payroll
and other ongoing working capital requirements of the Debtor in
the amounts set forth in the budget.  A copy of the budget is
available for free at:

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

The terms of the Citizens First DIP Loan are set forth in the loan
documents, a copy of which is available for free at:

             http://ResearchArchives.com/t/s?6dc1

The Debtor will repay any outstanding advances and loans under the
Citizens First DIP Loan on the earliest of:

     Rate         Repayment Terms            Amount
     ----         ---------------            ------
    6.00%       Int due 11/30/2010           $2,226
                Int due 12/31/2010           $1,917
                P&I due 12/31/2010          $61,275
                P&I due 1/31/2011           $71,275
                Int due 2/28/2011            $1,190
                P&I due 3/31/2011          $242,275

In addition to the Citizens First DIP Loan, the individual owners
have agreed to advance an aggregate sum of $70,000, representing
the additional financing needed by the Debtor in order to continue
its operations, which will be subordinated and inferior to the
Citizens First DIP Loan.  The individual lenders are Santos German
Mendez; Felipe Murrillo Rivas; Reyes Ismael Alfaro; and Jose
Oliver Rivas.  The Subordinate DIP Lenders will be unsecured and
will be subordinated and inferior to Citizens First's rights and
protections.  A copy of the agreement with the Subordinate DIP
Lenders is available for free at:

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

To secure the Citizens First DIP Obligations, Citizens First is
granted a valid, binding, continuing, enforceable fully-perfected,
first priority priming security interest in all pre-petition and
post-petition equipment, accounts receivables, cash, inventory,
work in process and general intangibles of the Debtor, whether now
owned or hereafter acquired, as well as all trucks and trailers,
whether or not encumbered prepetition, the proceeds of the
Subordinate DIP Loan of $70,000, and all rights, claims, and other
causes of action of the Debtor's estates.  Citizens First is also
granted an allowed superpriority administrative expense claim.

The Debtor will not repay the Subordinate DIP Loan until such time
as the Debtor has repaid $130,000 of the principal of the Citizens
First DIP Loan, plus accrued interest, Citizens First's costs and
attorneys fees.  All sums repaid on the Subordinate DIP Loan will
be pledged as collateral to secure any and all amounts remaining
to be paid under the Citizens First DIP Loan and the Citizens
First Pre-Petition Indebtedness and upon repayment will be held in
an escrow account held by Harned Bachert & McGehee PSC.

Subordinate DIP Lender will also have a superpriority claim, but
it will be subordinate and inferior to the superpriority claim of
Citizens First.

Citizens First Bank is represented by Harned Bachert & McGehee
PSC.

                       About Eagle Industries

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: Gets Court's Interim Nod to Use Cash Collateral
-----------------------------------------------------------------
Eagle Industries, LLC, and Eagle Transportation, LLC, sought and
obtained interim authorization from the Hon. Joan A. Lloyd of the
U.S. Bankruptcy Court for the Western District of Kentucky to use
the cash collateral of Citizens First Bank.  Citizens First is
willing to let the Debtor use its cash collateral through
November 18, 2010.

From time to time prior to the Petition Date, the Debtor borrowed
money and received other financial accommodations from Citizens
First.  Citizens First was granted security interests and liens
on, among other things, all of the Debtor's accounts receivable,
inventory, equipment, certain trucks and trailers, chattel paper,
and general intangibles.  As of the Petition Date, the outstanding
Citizens First Pre-Petition Indebtedness was in excess of
$3,671,140.28.

David M. Cantor, Esq., at Seiller Waterman LLC, explained that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

In exchange for using the cash collateral, the Debtors will grant
Citizens First a first priority post-petition replacement security
interests and liens upon all of the post-petition property of the
Debtor that is similar to the property on which it held its pre-
petition liens, including all post-petition property of the types
constituting the collateral of their pre-petition liens, all
proceeds and products thereof to secure the amount of the cash
collateral used by the Debtor.

In the event that the adequate protection granted to Citizens
First fails to adequately protect Citizens First's interests in
the cash collateral, the Citizens First prepetition collateral and
the postpetition collateral, Citizens First will be granted
administrative expense claim.

The Debtors will timely make all adequate protection payments to
Citizens First.  The Debtor will maintain at Citizens First all of
its debtor-in-possession bank accounts and the Debtor will deposit
into the DIP Bank Accounts all proceeds of the Citizens First
prepetition collateral and the postpetition collateral.

The Debtors will provide Citizens First with: (i) all reports and
documents made available to this Court, the United States Trustee,
any officially appointed committee and any other parties in
interest; (ii) all financial records requested by Citizens First
including, without limitation (x) on each Tuesday, beginning
November 2, 2010, a borrowing base certificate setting forth the
Borrowing Base calculated as of the Friday before, setting forth
information required by Citizens First, (y) on each Tuesday,
beginning November 2, 2010, a rolling 13 week cash budget setting
forth the Debtor's budgeted revenues and expenses and calculating
the Debtor's performance as compared to the Cash Budget, and
(z) balance sheets, operating statements and projections; (iii) on
each Tuesday, beginning November 2, 2010, a report detailing the
uses of cash by the Debtor for the prior week in a form acceptable
to Citizens First; and (iv) on each Tuesday, November 2, 2010, an
aging of all accounts receivable by customer.

The Debtors will be required to maintain a collateral base
consisting of the cash collateral in an amount not less than the
amount of prepetition collateral on the Petition Date and in any
event, the borrowing base will at all times exceed the sum of
$343,644.

The Debtors will make these payments to Citizens First and failure
to make these payments on or before the dates will automatically
be a default under the interim court order:

                                                        Payment
                    Amount   Rate    Repayment Terms    Amount
                    ------   ----    ---------------    -------
PP Line of Credit $3,285,000 5.25% Int due 12/10/2010  $15,301.27
                                   Int due  1/10/2011  $14,371.80
                                   Int due  2/10/2011  $14,850.86
                                   Int due  3/10/2011  $14,850.86
                                   Int due  4/10/2011  $13,413.68
                                   P& I due 5/10/2010  $27,000.00
                                   and each month
                                   thereafter

PP Equipment Term
Loan                $370,000 8.50% Int due 10/31/2010   $2,500.00
                                   Int due 11/30/2010   $2,620.00
                                   Int due 12/31/2010   $2,708.16
                                   P&I due 1/31/2011    $2,708.00
                                   P&I due 2/28/2011    $2,708.00
                                   P&I due 3/31/2011    $2,708.00
                                   P&I due 4/30/2011   $11,680.00
                                   and each month
                                   thereafter

The Court has set a final hearing for November 18, 2010, at
10:00 a.m. (Central Time) on the Debtors' request to use cash
collateral.

                       About Eagle Industries

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.


EASTERN LIVESTOCK: U.S. Officials Investigate Unpaid Bill
---------------------------------------------------------
Federal agricultural officials said they are investigating an
Indiana cattle brokerage in connection to unpaid bills that may
exceed $10 million, Dow Jones' Small Cap reports.  According to
the report, the Grain Inspection, Packers and Stockyards
Administration (Gipsa) is investigating cattle brokerage Eastern
Livestock Co., said Jay Johnson, a regional director for Gipsa in
Des Moines, Iowa.  Gipsa is part of the U.S. Department of
Agriculture.

"Currently, Gipsa has investigators at Eastern Livestock," the
report quoted Mr. Johnson as saying.  "There appears to be a
significant amount that is owed for cattle to sellers in several
states. The amount unpaid likely exceeds $10 million," he added.

Cattle brokers buy feeder cattle from ranchers and others sources
and sell them to feedlots where they are fattened before
slaughter, the report notes.

Eastern Livestock, which is located in New Albany, Ind., describes
itself on its Web site as one of the largest cattle brokerage
companies in the U.S.


ELITE GROUP: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Elite Group of Miami, Inc.
          dba Elite Investment Group of Miami, Inc.
        115 SW 36 Court
        Miami, FL 33135

Bankruptcy Case No.: 10-44166

Chapter 11 Petition Date: November 4, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Michael J. Scaglione, Esq.
                  2600 Douglas Road, # PH 10
                  Coral Gables, FL 33134
                  Tel: (305) 447-0392
                  E-mail: mscaglione@sqlaw.com

Scheduled Assets: $980,401

Scheduled Debts: $2,680,037

A list of the Company's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-44166.pdf

The petition was signed by Carlos Martinez, president.


FLOWSERVE CORP: S&P Affirms 'BB+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
ratings on Flowserve Corp., including the 'BB+' corporate credit
rating.  At the same time, S&P has revised the outlook to stable.

"The ratings on Irving, Texas-based Flowserve reflect its
satisfactory business risk profile and significant financial risk
profile," said Standard & Poor's credit analyst John Sico.
"Although management's focus on improving operations has resulted
in better-than-expected internal cash generation and debt
leverage, there's risk that, without a more clear articulation of
its financial policies, the company may adopt a more aggressive
operational strategy.  The company's end markets (such as the oil
and gas industries) have been faring well, but S&P still have some
uncertainty about their ultimate trends over the next few years."

The company's 2009 bookings were off 24% compared with 2008's
relatively strong bookings; S&P attribute some of the decline to
the pump division, which is strongly tied to the oil and gas and
industrial markets.  Still, business conditions remain relatively
good in all of the company's divisions.  Flowserve has won major
project orders -- through the first nine months of 2010 orders
were up 9%.  The increased orders may also contribute to
significant aftermarket business in the future.  Backlog rose at
the end of September 2010 to $2.7 billion.

The outlook is stable reflecting the company's still-good
operating metrics and S&P's expectation of continued good
performance over the next couple of years.  S&P believes order
rates have stabilized, but S&P will continue to monitor bookings,
which declined in 2009 due to the recession and limited oil and
gas project spending.  S&P will also keep an eye on whether orders
become sluggish to the detriment of the company's currently good
profitability and cash flow.  Given its geographic and product
diversity and substantial aftermarket business, S&P believes
Flowserve can maintain its strong internal cash generation.

Although management has improved operating performance and reduced
debt to the benefit of credit measures, S&P is unlikely to
consider an upgrade of the ratings on the company until its
financial policies become more clear and commensurate with an
investment-grade rating.  "S&P could raise the ratings if
Flowserve maintains FFO to adjusted total debt of about 30% and
total adjusted debt to EBITDA of 2.5x-3.0x based on clearly
articulated and well-defined financial and acquisition policies.
On the other hand, S&P could lower the rating if FFO to total debt
declines to less than 25% as a result of weaker end-market
conditions, greater-than-anticipated shareholder-friendly
activity, or any large debt-financed acquisitions," Mr. Sico
added.


FREDDIE MAC: Posts $2.5 Billion Net Loss in Third Quarter
---------------------------------------------------------
Freddie Mac reported a net loss of $2.5 billion for the quarter
ended September 30, 2010, compared with a net loss of $4.7 billion
for the quarter ended June 30, 2010.  After the dividend payment
of $1.6 billion on its senior preferred stock to the U.S.
Department of the Treasury, Freddie Mac reported a net loss
attributable to common stockholders of $4.1 billion for the third
quarter of 2010, compared to a net loss attributable to common
stockholders of $6.0 billion for the second quarter of 2010.

The Company reported total comprehensive income of $1.4 billion
for the quarter ended September 30, 2010, compared to a total
comprehensive loss of $0.4 billion for the quarter ended June 30,
2010.  Comprehensive income is equal to net income plus the change
in accumulated other comprehensive income, net of taxes, which is
the section of the balance sheet where the company records a
portion of its mark-to-market changes on its available-for-sale
securities.  Total comprehensive income for the third quarter
includes the net loss of $2.5 billion for the quarter, which was
more than offset by a $3.9 billion improvement in AOCI, primarily
driven by increased fair values of the company's AFS securities as
interest rates continued to decline.

The Company had a net worth deficit of $58 million at
September 30, 2010, compared to a net worth deficit of
$1.7 billion at June 30, 2010.  The deficit in net worth for the
third quarter resulted from several contributing factors,
including a dividend payment of $1.6 billion to Treasury, which
exceeded total comprehensive income of $1.4 billion.  To eliminate
the third quarter net worth deficit, the Federal Housing Finance
Agency, as Conservator, will submit a request on the company's
behalf to Treasury for a draw of $100 million under the Senior
Preferred Stock Purchase Agreement.

"Freddie Mac was created more than 40 years ago to serve America's
housing market in good times and in bad, and throughout this
prolonged and deep housing crisis we've done just that," said
Freddie Mac Chief Executive Officer Charles E. Haldeman, Jr.  "We
have helped to keep the housing finance and broader capital
markets functioning smoothly, and since the beginning of 2010 have
made it possible for 1.2 million American families to take
advantage of historically low interest rates to buy or refinance a
home.  We are also one of the largest sources of financing for
quality rental housing in the country, meeting a critical need in
many communities.  At the same time, we continued to take
extraordinary steps to help distressed borrowers avoid
foreclosure, and in cases where foreclosure is unavoidable, we are
working with the industry to protect the integrity of the
foreclosure process.

"The actions we have taken together with our mortgage lenders to
continue to build a strong foundation of responsible lending
practices are working -- the 2009 and 2010 books of business are
the strongest since 2003 as measured by LTV and FICO scores,"
continued Haldeman.  "These changes are good for borrowers,
Freddie Mac and the entire housing market, producing loans that
help to create sustainable homeownership opportunities for
America's families.  While we continue to work through credit
problems in our 2005 through 2008 books of business, we remain
encouraged by the slowing trend of delinquent loan additions in
recent periods.

"As we near the end of 2010, the housing market remains fragile,
and has recently come under renewed pressure from slowing economic
growth, weaker employment and foreclosure uncertainties," Haldeman
said.  "We believe that it will be a considerable time until the
housing market has a sustained recovery."

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6da4

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6da5

                          About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
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.


GAMETECH INT'L: Says Lenders Willing to Extend Forbearance
----------------------------------------------------------
GameTech International, Inc., in September 2010 disclosed that the
Company and Bank of the West and U.S. Bank National Association
entered into a Second Amendment to Forbearance Agreement and Fifth
Modification to Loan Agreement on September 15, 2010, 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
certain events, as a result of certain events of default existing
under the credit facility.

On November 1, 2010, the Company received a letter from U.S. Bank
National Association, as agent for the Lenders stating that the
forbearance period under the Company's credit facility expired on
October 31, 2010.  The letter further states that the Lenders and
the Agent have the immediate right to commence action against the
Company, enforce the payment of the notes under the credit
facility, commence foreclosure proceedings under certain loan
documents, and otherwise enforce their rights and remedies against
the Company.

Notwithstanding, the letter expresses a willingness on the part of
the Lenders and the Agent to consider entering into another
extension of the forbearance period, which may, as indicated in
the letter, impose additional terms and restrictions on the
Company under the credit facility.

While the Company continues to actively engage in discussions with
the Agent and the Lenders and is optimistic a resolution can be
reached, there can be no assurance that the Company will be able
to further extend the forbearance period, obtain waivers or reach
a satisfactory agreement with the Agent and the Lenders in a
timely manner.  As of November 4, the outstanding balance under
the term loan is approximately $25.43 million and the outstanding
balance under the revolver is $750,000.  The outstanding balance
under the Company's term loan continues to be subject to the
default rate of 9.79%, and the outstanding balance under the
Company's revolver continues to be subject to a default rate of
5.82%.

                  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.


GARLOCK SEALING: Asbestos Trust Wants Delaware Lawsuit
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge George R. Hodges in Charlotte,
North Carolina, must decide whether to cede control of part of the
reorganization of Garlock Sealing Technologies LLC to a bankruptcy
judge in Delaware.

According to Mr. Rochelle, Garlock, a subsidiary of EnPro
Industries Inc., is opposing a motion made by asbestos trusts
created in four other bankruptcy reorganizations.  If granted, the
motion in substance would permit the Delaware bankruptcy court to
decide whether and to what extent Garlock can require the trusts
to produce documents and information about asbestos claims.

Mr. Rochelle relates Garlock previously filed a motion to be
argued Nov. 18 to authorize taking discovery from the trusts
created under the Chapter 11 plans for other companies.  Garlock
says it needs the information to craft its own reorganization.

According to the report, the trusts, in their Nov. 2 motion, say
that Garlock along with other companies currently reorganizing
asbestos debt "launched a massive and intrusive discovery effort"
against the trusts as "part of an improper and concerted effort to
use the trusts to obtain discovery that no defendant could obtain
in the tort system."  The trusts say Garlock is part of a
"coordinated, nationwide attempt to seek inappropriate discovery
from the trusts."

The trusts want Judge Hodges to modify the automatic stay so they
can sue Garlock in Delaware.  In the Delaware action, the trusts
will seek a ruling that the discovery sought by Garlock and other
companies in Chapter 11 is improper.  Garlock argues that the
trusts are trying to pre-empt a ruling by Judge Hodges at the
Nov. 18 hearing on the question of whether discovery is proper.

                      About Garlock Sealing

Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is
an EnPro Industries, Inc. company (NYSE: NPO).  For more than a
century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in state
and federal courts across the country.  The Company says majority
of pending asbestos actions against it is stale and dormant --
almost 110,000 or 88% were filed more than four years ago and more
than 44,000 or 35% were filed more than 10 years ago.  A schedule
of the pending asbestos actions is available for free at:

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


GATEHOUSE MEDIA: Posts $4.9 Million Net Loss in Third Quarter
-------------------------------------------------------------
GateHouse Media Inc. reported a net loss of $4.9 million for the
third quarter of 2010, compared to net income of $2.0 million in
the prior year.  The Company reported a gain on the early
extinguishment of debt in the prior year of $7.5 million.

The Company's balance sheet at Sept. 30, 2010, showed
$565.78 million in total assets, $1.36 billion in total
liabilities, and a stockholder's deficit of $795.58 million.

Total revenues were $137.9 million for the quarter, a decline of
4.8% as compared to the prior year.  Total advertising revenue for
the quarter declined 3.7% on a same-store basis.  The decline in
total advertising revenue on a same-store basis was driven by
declines in local retail and classified revenue, which were down
4.2% and 5.2%, respectively, partially offset by strong growth in
online revenues, which grew 17.6%.  Commercial print revenues
declined 21.2% in the quarter on a same store basis from the prior
year.

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6da2

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6db0

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.


GAVILON GROUP: S&P Affirms Corporate Credit Rating at 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings on
Omaha-based Gavilon Group LLC, including its 'BB' corporate credit
rating.  The outlook is stable.

At the same time, S&P assigned a 'BB+' issue-level rating (one
notch higher than the corporate credit rating) to the company's
proposed $900 million senior secured term loan due 2016 (including
an estimated $325 million delay-draw term loan), with a recovery
rating of '2', reflecting S&P's expectations for substantial (70%
to 90%) recovery in the event of a payment default.

Furthermore, the 'BBB-' rating on Gavilon's asset-based lending
revolving credit facility maturing in 2013 remains unchanged.  The
recovery rating is '1', indicating S&P's expectation for very high
(90% to 100%) recovery in the event of a payment default.

About $900 million in term loan proceeds and additional drawings
of about $600 million on the ABL is expected to fund the
acquisition of DeBruce Cos., refinance existing debt at DeBruce
and $550 million of Gavilon's parent holding company seller notes.
Pro forma balance-sheet debt outstanding for the transaction is
expected to total about $1.5 billion.

"The rating affirmation reflects S&P's opinion that the
acquisition of DeBruce moderately improves Gavilon's competitive
position as a leading North American grain merchandiser," said
Standard & Poor's credit analyst Christopher Johnson.  "Overall,
S&P view Gavilon's business risk profile as fair, primarily
reflecting the inherent volatility in its core agriculture and
energy merchandising and trading businesses."

Moreover, the company's financial risk profile is significant
given S&P's estimate that Gavilon will maintain, on average
through a planting season, adjusted credit measures that are
appropriate for the rating.  S&P expects that working capital
needs will peak in the fourth quarter because of higher commodity
prices associated with this year's harvest, but decline as those
inventories shrink into fiscal 2011.  Pro forma adjusted debt to
EBITDA is expected to be about 2.5x by fiscal year-end 2010.  S&P
estimate that going forward, Gavilon will have higher working
capital needs and free cash flow will be negligible until 2012.

The ratings on Omaha-based Gavilon reflect the company's
participation as a merchandiser in the highly volatile
agribusiness and energy trading markets.  Key to the current
rating is the company's emphasis on maintaining prudent risk
management policies and procedures, while operating with an
adequately liquid balance sheet as it continues to grow its key
energy trading and agribusiness merchandising operations, The
company's credit facilities, which limit changes to the risk
policies without the lenders' consent, support S&P's view.
Although the company's ongoing growth investments should improve
its overall competitive position and adjusted credit measures
should, on average, remain in line with medians for the current
ratings, S&P's expectations for ongoing debt-financed growth
investments and the company's exposure to volatile fertilizer
inventories remain critical risk factors for the ratings.


GENESIS ENERGY: Moody's Assigns 'B3' Rating to $200 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD5-87%) rating to
Genesis Energy L.P.'s proposed issuance of $200 million of senior
unsecured notes.  Moody's also assigned a B1 Corporate Family
Rating and Probability of Default Rating, and an SGL-3 Speculative
Grade Liquidity rating to Genesis.  The rating outlook is stable.

Genesis intends to use the proceeds from the notes to partially
fund its previously announced $330 million cash acquisition of a
50% interest in the Cameron Highway Oil Pipeline System from
Valero Energy Corporation.  On November 3, 2010 Genesis priced an
equity offering which will fund the remainder of the purchase
price.  While this acquisition is leveraging, it will also
increase Genesis' scale and diversification and will provide fee
based income.

The B1 CFR reflects Genesis' relatively small scale and geographic
concentration which are offset by an unusually high degree of both
asset and business line diversification for a company of its size,
a degree of vertical integration among its various assets, its
predominantly fee-based cash flows, and leverage (pro-forma for
the CHOPS acquisition) which is at the high end of the range for
its current ratings.  It also takes into account the company's
seasoned management team, as well as the short track record so far
under the GP's private ownership.  Although Genesis has a
relatively short track record with its niche refinery services
business segment which was acquired in July of 2007, this business
has produced consistent cash flows and maintains a very strong
market position as a producer of NaHS, a chemical used in many
industries including mining, paper, and pharmaceuticals.  The
refinery services business was in operation for approximately
twenty seven years prior to being acquired by Genesis from private
owners.  The ratings also take into account the risks inherent in
the MLP business model.

The B3 senior unsecured notes rating reflects both the overall
probability of default of Genesis, to which Moody's assigns a PDR
of B1, and a loss given default of LGD5-87%.  The size of the
senior secured revolver's potential priority claim relative to the
senior unsecured notes results in the senior notes ratings being
rated two notches beneath the B1 CFR under Moody's Loss Given
Default Methodology.

The SGL-3 (Speculative Grade Liquidity Rating) reflects the
expectation that Genesis will be capable of covering its currently
planned capital spending and distributions with operating cash
flow over the next twelve months.  It also reflects the company's
adequate level of revolver availability and cash balance to
provide additional liquidity as needed, the company's current
adequate level of headroom under its covenants, and the fact that
substantially all of its assets are currently pledged as security
under the revolver which limits the extent to which asset sales
could provide a source of additional liquidity if needed.

The stable outlook reflects the expectation that leverage will not
increase significantly beyond September 30, 2010 levels (pro-forma
for the CHOPS acquisition), that future acquisitions will be
funded with a sufficient amount of equity so as to not increase
leverage beyond September 30, 2010 pro-forma levels, that the
company's future expansions will not significantly increase its
business risk profile by increasing the percentage of operating
income from business segments with direct commodity price
exposure, and that the underlying fundamentals of Genesis' various
business lines will remain strong.

An increase in leverage with the expectation of Debt / EBITDA
sustained above 5.5x, or a significant deterioration in the
underlying fundamentals of Genesis' various business lines, or an
increase in overall business risk profile could result in future
negative rating action.  An increase in scale with EBITDA above
$200 million while maintaining the current business risk profile
or a significant reduction in leverage with the expectation of
Debt / EBITDA sustained solidly below 4.0x could result in
positive rating action going forward.

Genesis Energy, L.P., is a master limited partnership
headquartered in Houston, Texas.


GENTA INC: Gets About $500,000 Cash Grants from Gov't Program
-------------------------------------------------------------
Genta Incorporated has been awarded cash grants totaling
approximately $488,958 under the U.S. Government's Qualifying
Therapeutic Discovery Project program.  The awards are intended
for projects designed to treat or prevent diseases by conducting
studies for the purpose of securing approval from the U.S. Food
and Drug Administration.

Genta applied for two projects, both of which qualified and
received the maximum grant amounts, including:

   * Genasense Injection for the treatment of patients with
     advanced melanoma.  Genasense is a modified DNA-based
     antisense drug that may enhance the effectiveness of
     anticancer therapy.  Genta has completed enrollment in a
     randomized, double-blind Phase 3 study of Genasense in
     patients with advanced melanoma, known as "AGENDA".  Final
     data on survival and durable response from AGENDA are
     expected in the first half of 2011.

   * Tesetaxel, a novel oral taxane, for treatment of patients
     with cancer.  Tesetaxel, an orally absorbed capsule
     containing the active ingredient, was developed with goals of
     eliminating hypersensitivity reactions, reducing nerve
     damage, overcoming a common mechanism of drug resistance, and
     increasing patient convenience.

The Internal Revenue Service issued the QTDP awards and will
administer the program pursuant to section 48D of the Internal
Revenue Code.  The QTDP is designed to provide grants or tax
credits to qualified biotechnology companies with fewer than 250
employees that demonstrate the potential to:

   * Develop new therapies to treat chronic conditions or unmet
     medical needs;

   * Reduce long-term health care costs in the United States; or

   * Significantly advance the goal of curing cancer within 30
     years.

                            About Genta

Berkeley Heights, New Jersey, Genta Incorporated (OTCBB: GETA.OB)
-- http://www.genta.com/-- is a biopharmaceutical company with a
diversified product portfolio that is focused on delivering
innovative products for the treatment of patients with cancer.

                           *     *     *

Genta's balance sheet at June 30, 2010, showed $24.11 million in
total assets, $6.39 million in total current liabilities, $145.17
million in total long-term liabilities, and a stockholders'
deficit of $127.44 million.


GIBRALTAR HOMES: BB&T Seeks Receiver for Legends Bay Units
----------------------------------------------------------
The Bradenton (Fla.) Herald reports that homebuilder Gibraltar
Homes LLC is facing foreclosure on eight lots it owns in Legends
Bay, court records show.  The Herald says Branch Banking and Trust
Co. contends Gibraltar, its subsidiary Gibraltar Homes Legends Bay
LLC, Albert A. Sanchez Jr. and Jerome M. Blumberg defaulted on a
forbearance agreement over a delinquent $5 million revolving line
of credit.  The report relates the bank filed a foreclosure suit
in Manatee County Circuit Court last week Wednesday.  The bank
alleges the defendants owe more than $5.4 million in principal,
interest and other fees.  The bank is seeking the appointment of a
receiver.


GIRSON'S ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Girson's Enterprises, Inc.
        4010 Nashville Road
        Franklin, KY 42134

Bankruptcy Case No.: 10-11671

Chapter 11 Petition Date: November 3, 2010

Court: U.S. Bankruptcy Court
       Western District of Kentucky (Bowling Green)

Debtor's Counsel: Mark H. Flener, Esq.
                  P.O. Box 8
                  1143 Fairway Street, Suite 101
                  Bowling Green, KY 42102-0008
                  Tel: (270) 783-8400
                  Fax: (270) 783-8873
                  E-mail: mark@flenerlaw.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 three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/kywb10-11671.pdf

The petition was signed by Ravi Parekh, president.


GLOBAL CROSSING: Posts $6 Million Net Loss in Third Quarter
-----------------------------------------------------------
Global Crossing Ltd. filed its quarterly report on Form 10-Q,
reporting a net loss of $6.0 million on $648.0 million of revenues
for the three months ended Sept. 30, 2010, compared with a net
loss of $73.0 million on $643.0 million on revenues for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$2.24 billion in total assets, $2.74 billion in total liabilities,
and a stockholder's deficit of $502.0 million.

"We reported further improvement in our financial results in the
third quarter as enterprises around the world continue to migrate
to advanced IP and data center solutions," said John Legere, chief
executive officer of Global Crossing.  "At the mid-point of our
current forecast, we expect full-year 2010 'invest and grow'
revenue and OIBDA to reflect annual increases of approximately 6
percent and 19 percent, respectively."

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6db1

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6da1

                        About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
is a global IP and Ethernet solutions provider with the world's
first integrated global IP-based network.  The company offers a
full range of data, voice and collaboration services with an
industry leading customer experience and delivers service to
approximately 40% of the Fortune 500, as well as to 700 carriers,
mobile operators and ISPs.  It delivers converged IP services to
more than 700 cities in more than 70 countries around the world.

                           *     *     *

As reported by the Troubled Company Reporter on March 31, 2010,
Standard & Poor's Ratings Services raised all its ratings on
Global Crossing, including the corporate credit rating to 'B' from
'B-'.  The outlook is stable.


GSI GROUP: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
ratings, including the 'B' corporate credit rating, on Assumption,
Ill.-based GSI Group LLC.  At the same time, S&P revised the
outlook to stable from negative.

"The ratings affirmation and outlook revision reflect S&P's
expectation that GSI's credit measures will recover gradually and
that it will maintain adequate liquidity for the ratings," said
Standard & Poor's credit analyst Helena Song.

The ratings on GSI reflect the company's highly leveraged
financial profile, which more than offsets its weak business risk
profile.  GSI operates in cyclical and competitive niche
agricultural equipment markets and faces raw material cost
volatility.  The company's leading position in its niche markets
partially offsets these factors.  S&P expects its operating
performance to continue to recover in 2011, primarily on better
conditions in its end markets.

Although credit measures will likely remain weaker than S&P
anticipates in the next few quarters, S&P expects them to
gradually improve and return to the lower end of S&P's
expectations by the end of 2011.  The company's decent cash
balance and full availability under the revolver supports its
adequate liquidity.  S&P also believe that GSI will maintain
adequate covenant headroom.

S&P views GSI's overall liquidity as adequate.  GSI's liquidity
sources include a modest amount of cash on its balance sheet and
full availability under its $50 million senior secured revolving
credit facility.  Also, S&P expects GSI to continue to generate
modest free cash flow in 2010.  Capital expenditures and working
capital needs are modest.  Debt amortization should be manageable
for the next several years.  The company is in compliance with its
first-lien net leverage ratio covenant and had adequate headroom
as of June 30, 2010, when the covenant stepped down.  S&P expects
GSI will maintain adequate covenant headroom even when the
covenant steps down again in June 2011.

The outlook is stable.  S&P expects the credit metrics to continue
to gradually improve and liquidity to remain adequate.  "S&P could
lower the ratings if the trend of credit measure improvement
reverses, causing diminishing headroom under financial covenants
and a rising likelihood of a covenant violation.  On the other
hand, if GSI's operating performances improves meaningfully, and
its credit measures (including debt to EBITDA in the 4x-5x range),
liquidity, and financial policies support this trend, S&P could
raise the ratings.  However, this appears unlikely in the near
term since its credit metrics will likely remain somewhat subpar,"
Ms. Song added.


GULFSTREAM INT'L: Taps Berger Singerman as Bankruptcy Counsel
-------------------------------------------------------------
Gulfstream International Group, Inc., et al., ask for
authorization from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Berger Singerman, P.A., as
bankruptcy counsel, nunc pro tunc to the Petition Date.

Berger Singerman will, among other things:

     a. advise the Debtors with respect to their responsibilities
        in complying with the U.S. Trustee's Operating Guidelines
        and Reporting Requirements and with the rules of the
        Court;

     b. prepare motions, pleadings, orders, applications,
        adversary proceedings, and other legal documents necessary
        in the administration of the Debtors' bankruptcy cases;

     c. protect the interests of the Debtors in matters pending
        before the Court; and

     d. represent the Debtors in negotiations with their creditors
        and in the preparation of a plan.

Berger Singerman will be paid based on these rates:

        Attorneys                          $260-$560
        Brian K. Gart                        $560
        Associate Attorneys                $260-$425
        Legal Assistants & Paralegals       $75-$195

Brian K. Gart, a shareholder at Berger Singerman, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

                 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.

Fort Lauderdale, Florida-based Gulfstream International Group,
Inc., filed for Chapter 11 bankruptcy protection on November 4,
2010 (Bankr. S.D. Fla. Case No. 10-44131).  The Debtor estimated
its assets at $100,001 to $500,000 and debts at $1 million to
$10 million.

Affiliates Gulfstream International Airline, Inc., Gulfstream
Training Academy, Inc., GIA Holdings Corp., Inc., and Gulstream
Connection, Inc., filed separate Chapter 11 petitions on November
4, 2010.  Gulfstream International Airline estimated assets and
debts of $10 million to $50 million in its Chapter 11 petition.


GULFSTREAM INT'L: Wants Jetstream Aviation as Financial Advisors
----------------------------------------------------------------
Gulfstream International Group, Inc., et al., ask for
authorization from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Jetstream Aviation Capital, LLC, and
Jetstream Aviation Management, LLC, as financial advisors.

JAM will provide financial advisory services including performing
an evaluation of the particulars of a financial restructuring plan
organized by the Debtors, as well as provide advisory support to
the Debtors and their potential lenders and acquirers to structure
a transaction which facilitates the Debtors' long-term viability.
Working collaboratively with the Debtors and the Debtors' other
professionals, JAM will assist the Debtors in evaluating and
implementing strategic and tactical options through the
restructuring process.

The Debtors will pay JAM: (a) $50,000 for the month of November
2010; and (b) $30,000 from December 1, 2010, through February 1,
2011.  For additional services, the Debtors will pay JAM $300 per
hour.

Stuart A. Klaskin, a partner at JAM, assures the Court that the
firm is a "disinterested person" as that term defined in Section
101(14) of the Bankruptcy Code.

                 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.

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

Affiliates Gulfstream International Airline, Inc., Gulfstream
Training Academy, Inc., GIA Holdings Corp., Inc., and Gulstream
Connection, Inc., filed separate Chapter 11 petitions on November
4, 2010.  Gulfstream International Airline estimated assets and
debts of $10 million to $50 million in its Chapter 11 petition.


GULFSTREAM INT'L: Updated Chapter 11 Case Summary
-------------------------------------------------
Debtor: Gulfstream International Group, Inc.
        3201 Griffin Road, 4th Floor
        Fort Lauderdale, FL 33312

Bankruptcy Case No.: 10-44131

Debtor-affiliates that filed separate Chapter 11 petitions:

   Debtor                                 Case No.
   ------                                 --------
Gulfstream International Airline, Inc.    10-44133
Gulfstream Training Academy, Inc.         10-44134
GIA Holdings Corp., Inc.                  10-44139
Gulstream Connection, Inc.                10-44137

Chapter 11 Petition Date: November 4, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

About the Debtor: 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.

Debtors' Counsel: Brian K Gart, Esq.
                  BERGER SINGERMAN, P.A.
                  350 E Las Olas Blvd #1000
                  Ft Lauderdale, FL 33301
                  Tel: (954) 525-9900
                  E-mail: bgart@bergersingerman.com

Debtors'
Financial
Advisors:         JETSTREAM AVIATION CAPITAL, LLC and
                  JETSTREAM AVIATION MANAGEMENT, LLC
                  2601 South Bayshore Drive, Suite 630
                  Miami, FL 33133
                  Tel: (305) 447-1920

Debtors'
Claims &
Notice Agent:     GARDEN CITY GROUP

Estimated Assets & Debts:

                             Assets                Debts
                             ------                -----
Int'l Group           $0.1 to  $0.5 mil.   $1.0 to $10.0 mil.
Int'l Airline        $10.0 to $50.0 mil.  $10.0 to $50.0 mil.
Training Academy      $0.1 to  $0.5 mil.   $1.0 to $10.0 mil.
Connection Inc .     $0.05 to  $0.1 mil.   $0.05 to $0.1 mil.
GIA Holdings          $0   to   $.05 mil.  $0    to  $.05 mil.

The petition was signed by David F. Hackett, chief executive
officer and president.

A list of Gulfstream International Group's 20 largest unsecured
creditors:

   Entity                       Nature of Claim       Claim Amount
   ------                       ---------------       ------------
Gulfstream Funding II LLC
c/o Mr. Douglas E. Halley
861 Maggies Way
Waterbury Center, VT 05677       Unsecured Loan         $1,646,238

Shelter Island Opportunity
Fund, LLC
One East 52nd Street, Sixth Floor
New York, New York                  Put Warrant         $1,050,000

Glenn Richard Hicks Roth DCG & T      Dividends
21 Tanfield Road                    payable and
Tiburon, CA 94920                    liquidated
                                   damages owed
                                   to preferred
                                    shareholder            $36,314

Bahama Investments Family             Dividends
940 Sykes Loop Drive                payable and
Merritt Island, FL 32953            liquidated
                                   damages owed
                                   to preferred
                                    shareholder            $30,012

Macnab, Craig                         Dividends
                                    payable and
                                     liquidated
                                   damages owed
                                   to preferred
                                    shareholder            $30,012

The Richard S. Friedman               Dividends
2008 Rev. Trust                     payable and
                                     liquidated
                                   damages owed
                                   to preferred
                                    shareholder            $15,456

Ruben & Ann B. Kueffner Trust         Dividends
                                    payable and
                                     liquidated
                                   damages owed
                                   to preferred
                                    shareholder            $11,254

Macathel LP                         Dividends
                                    payable and
                                     liquidated
                                   damages owed
                                   to preferred
                                    shareholder             $9,003

Splvak, Kenin                       Dividends
                                    payable and
                                     liquidated
                                   damages owed
                                   to preferred
                                    shareholder             $7,503

Wolfe Axelrod Weinberger Assoc.    Dividends
                                    payable and
                                     liquidated
                                   damages owed
                                   to preferred
                                    shareholder             $7,503

Margaret B. Heglund Liv. Trust     Dividends
                                    payable and
                                     liquidated
                                   damages owed
                                   to preferred
                                    shareholder             $7,503

Regina C. Lemmer Revoc. Trust   Dividends
                                    payable and
                                     liquidated
                                   damages owed
                                   to preferred
                                    shareholder             $7,503

James Tiamo Money Purchase Plan     Dividends
                                    payable and
                                     liquidated
                                   damages owed
                                   to preferred
                                    shareholder             $7,503

Tara Arnold IRA DCG&T               Dividends
                                    payable and
                                     liquidated
                                   damages owed
                                   to preferred
                                    shareholder             $4,502

Gregory McDaniel SEP IRA            Dividends
                                    payable and
                                     liquidated
                                   damages owed
                                   to preferred
                                    shareholder             $4,202

Kurtzman, Chana & Zvi Kurtzman     Dividends
                                    payable and
                                     liquidated
                                   damages owed
                                   to preferred
                                    shareholder             $3,751

Auerbach Family Trust              Dividends
                                    payable and
                                     liquidated
                                   damages owed
                                   to preferred
                                    shareholder             $3,751

Brier, Andrea Lynn R/O DCG & T    Dividends
                                    payable and
                                     liquidated
                                   damages owed
                                   to preferred
                                    shareholder             $3,751

Heglund, Norman C.                  Dividends
                                    payable and
                                     liquidated
                                   damages owed
                                   to preferred
                                    shareholder             $3,751

McNamara, Larry and Betty            Dividends
                                    payable and
                                     liquidated
                                   damages owed
                                   to preferred
                                    shareholder             $3,751


GRAHAM PACKAGING: Posts $4.14MM Net Loss in September 30 Quarter
----------------------------------------------------------------
Graham Packaging Company Inc. announced results for the quarter
ended September 30, 2010.

Net sales for the third quarter of 2010 increased by 7.1% to
$630.4 million primarily due to higher resin costs which are
passed on to customers, higher unit volume and the effect of
acquiring Liquid Container and China Roots Packaging PTE Ltd.,
partially offset by the unfavorable impact of exchange rates.
Adjusted EBITDA for the quarter increased to $130.1 million,
compared with $124.8 million in the third quarter of 2009.

The Company reported a net loss of $4.14 million for the three
months ended Sept. 30, 2010, compared with net income of $9.03
million for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$2.84 billion in total assets, $470.64 million in total current
liabilities, $2.81 billion in long-term debt, $44.73 million
in deferred income taxes, $91.50 million in other non-current
liabilities, and a stockholder's deficit of $580.25 million.

"We are extremely pleased with our third quarter performance,"
said CEO Mark Burgess.  "Our Adjusted EBITDA showed a $5.3
million, or 4.2%, improvement over last year as a result of our
acquisitions, growth internationally and continued productivity
improvements.  Our LTM Adjusted EBITDA is now $479.2 million.  We
generated strong free cash flow during the quarter, and have
retired a significant amount of debt so far this year.  Best of
all, during the third quarter we completed our acquisitions of
Liquid Container and China Roots.  These are both terrific
opportunities for Graham to serve our multinational customers
with innovation and technology."

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

                      About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

Graham Packaging carries 'B' issuer credit ratings from Standard &
Poor's.


HABERSHAM BANCORP: Posts $1.4 Million Net Loss in Q3 2010
---------------------------------------------------------
Habersham Bancorp filed its quarterly report on Form 10-Q,
reporting a net loss of $1.4 million on $2.2 million of net
interest income for the three months ended September 30, 2010,
compared with a net loss of $6.0 million on $2.1 million of net
interest income for the same period of 2009.

Hambersham Bank, the Company's banking subsidiary, is currently
operating under heightened regulatory scrutiny and has entered
into a Cease and Desist Order with the Georgia Department of
Banking and Finance.

The Company's balance sheet as of September 30, 2010, showed
$396.3 million in total assets, $386.6 million in total
liabilities, and stockholders' equity of $9.7 million.

As reported in the Troubled Company Reporter on April 5, 2010,
Porter Keadle Moore, LLP, in Atlanta, Ga., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
at Dec. 31, 2009, Habersham Bank's total capital to risk-weighted
assets and Tier I capital to average assets ratios are below the
required levels as established by regulation.  In addition, the
Bank has suffered recurring operating losses.

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

               http://researcharchives.com/t/s?6dd2

                     About Habersham Bancorp

Cornelia, Ga.-based Habersham Bancorp (OTC BB: HABC) owns all of
the outstanding stock of Habersham Bank and an inactive
subsidiary, The Advantage Group, Inc.  The Company's continuing
primary business is the operation of banks in rural and suburban
communities in Habersham, White, Cherokee, Warren, Stephens, and
Hall counties in Georgia.


HEALTHCARE REALTY: Fitch Affirms 'BB+' Preferred Stock Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Healthcare Realty
Trust:

  -- Issuer Default Rating at 'BBB';
  -- $550 million unsecured revolving credit facility at 'BBB';
  -- $841 million senior notes at 'BBB';
  -- Preferred stock (indicative rating) at 'BB+'.

The Rating Outlook is Negative.

The rating affirmations center on Fitch's expectation that
subsequent to expected near-term delevering transactions, the
company's credit profile will be consistent with a 'BBB' IDR.
While fixed charge coverage has deteriorated over the last year,
driven by an increase in cost of funds, Fitch expects that it will
improve over the near- to mid-term.  The expected improvement is
driven by anticipated delevering transactions and lease up of
development assets.

The company's portfolio exhibits geographic and tenant
diversification, while benefiting from the stable demand
attributes of medical office space.  Healthcare Realty also has
demonstrated a commitment to reducing leverage levels through its
ongoing ATM equity issuance program, in addition to anticipated
issuance of follow-on common equity.  Offsetting these credit
strengths are relatively high leverage and low fixed charge
coverage for the 'BBB' rating category.

Fitch-defined fixed charge coverage ratio, calculated as recurring
operating EBITDA less Fitch's estimate of routine capital
expenditures less straight-line rent adjustments, divided by
interest expense and capitalized interest was 1.8x for the 12
months ended June 30, 2010, compared with 2.0x and 1.7x during
2009 and 2008, respectively.

HR had neither preferred stock nor preferred units outstanding as
of June 30, 2010.  The recent decline in fixed charge coverage
stems from an increase in the company's cost of funds, due to the
issuance of 6.5% senior notes due 2017, in addition to the renewal
of the company's credit facility at a higher cost of Libor + 280
bps, up from Libor + 90 bps.

Fitch notes that fixed charge coverage is negatively impacted by
the company's active development pipeline, which has a total
projected cost of $233.1 million (excluding land held for
development), or 12.1% of total assets, with $126.4 million
remaining to be spent (6.5% of total assets), at June 30, 2010.
Additionally, HR had $168 million of completed assets in lease-up
at June 30, 2010.  Fitch anticipates that subsequent to expected
de-leveraging transactions and pro-forma for stabilization of
properties under development and in lease-up, fixed charge
coverage will rise above 2.0x in 2011 and 2012.

HR's leverage, defined as net debt to recurring operating EBITDA,
was relatively high for the rating category at 7.0x as of June 30,
2010 (7.6x and 8.5x as of Dec. 31, 2009 and Dec. 31, 2008,
respectively).  That said, Fitch anticipates that leverage may
decline below 6.0x through 2012, assuming the company raises
equity as anticipated and developments are completed and
stabilized on schedule.

The company's portfolio exhibits geographic diversification.  On a
square footage basis, as of June 30, 2010, 26.6% of the company's
properties were in Texas, followed by Tennessee (12.4%), Florida
(8.7%) and North Carolina (5.6%).  No other state exceeded 5% of
the total portfolio as of June 30, 2010, giving HR broad exposure
to demand for health care real estate.  Healthcare is
approximately a $700 billion industry in 2009 according to the
budget of the U.S. federal government, making up a significant
share of gross domestic product.  With continual growth expected
in the healthcare industry, Healthcare Realty's predominantly
Medical Office Building portfolio positions the company to benefit
from increasing demand for healthcare services.

Credit concerns include a recent deterioration in fixed charge
coverage due to higher cost debt on its renewed credit facility,
and the terming out of the previous credit facility balance.
Additionally, the company has seen occupancy dip to 88% as of
2Q'10, from 91% at 2Q'09, as master lease expirations have been
converted to operating leases, driving a near-term reduction to
occupancy as the company becomes responsible for leasing up the
vacancy in those properties.  Further, the company faces
significant lease expirations over the next few years, ranging
between 13.6% and 16.5% of total revenues annually from 2011
through 2014.

HR's secured debt to undepreciated book capital ratio was just
6.4% as of June 30, 2010, compared with 6.4% and 3.3%, as of Dec.
31, 2009 and Dec. 31, 2008, respectively.  This ratio will likely
remain low, based on management preference for unsecured debt, and
as the company seeks to further delever.

HR's sources of liquidity (unrestricted cash, availability under
its unsecured revolving credit facility, projected retained cash
flows from operating activities after dividend payments) divided
by uses of liquidity (debt maturities and projected routine
capital expenditures) result in a liquidity coverage ratio of 1.6x
for July 1, 2010 to Dec. 31, 2012, which is appropriate for the
rating category.  Unencumbered asset coverage of unsecured debt
(calculated as annualized 2Q'10 unencumbered net operating income,
divided by a conservative 9% capitalization rate) results in
coverage of 1.8x as of June 30, 2010, which is relatively low for
the rating category.

Based on Fitch's report, 'Equity Credit for Hybrids and Other
Capital Securities' dated Dec. 29, 2009, the two-notch
differential between HR's IDR and its indicative preferred stock
rating of 'BB+' is consistent with Fitch's criteria for corporate
entities with a 'BBB' IDR.  As of June 30, 2010, the company had
50 million shares of preferred stock authorized, however, no
preferred stock was outstanding.

The Negative Outlook centers on the current weak leverage and
coverage metrics for the rating category, and the uncertainty
inherent in future equity raises.  Absent significant delevering
transactions occurring between now and 2011, Fitch would view the
company's credit profile more consistent with a lower rating.

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

  -- If the company's net debt to recurring EBITDA ratio were to
     sustain below 5.5x (as of June 30, 2010 the company's
     leverage was 7.0x);

  -- If the company's fixed charge coverage ratio were to sustain
     above 2.5x (for the trailing 12 months ended June 30, 2010,
     coverage was 1.8x);

These factors may have a negative impact on Healthcare Realty's
ratings:

  -- If the company's leverage were to sustain above 7.0x;

  -- If the company's fixed charge coverage ratio were to sustain
     below 2.0x;

  -- Unencumbered asset coverage remaining below 2.0x based on a
     9% cap rate (as of June 30, 2010 coverage was 1.8x).

Healthcare Realty Trust is a REIT headquartered in Nashville,
Tennessee that owns a portfolio of healthcare-related properties
in 28 states in the U.S. As of June 30, 2010, the portfolio
consisted of 208 assets, totalling 13 million square feet.  The
portfolio is dominated by Medical Office Buildings, 78.1% of
square footage, Physician Clinics 8% and Specialty Inpatient
facilities 7.1%.  As of June 30, 2010, Healthcare Realty had
$2.3 billion of undepreciated book assets, a total market
capitalization of $2.4 billion and an equity market capitalization
of $1.4 billion.


HEALTHSOUTH CORP: Posts $31.8 Million Net Income in Sept. 30 Qtr.
-----------------------------------------------------------------
Healthsouth Corp. filed its quarterly report on Form 10-Q,
reporting net income of $31.8 million on $490.7 million of net
operating revenues for the three months ended Sept. 30, 2010,
compared with net income of $16.8 million on $470.4 million of net
operating revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$1.79 billion in total assets, $390.0 million in total current
liabilities, $1.64 billion in long-term debt, $162.7 million in
other long-term liabilities, and a stockholder's deficit of
$782.3 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6d9f

                      About HealthSouth Corp.

Birmingham, Alabama-based HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

HealthSouth carries a 'B1' corporate family rating with "stable"
outlook, from Moody's.  It has 'B' foreign and local issuer credit
ratings, with "positive" outlook, from Standard & Poor's.

On October 1, 2010, according to the Troubled Company Reporter,
HealthSouth's B1 Corporate Family Rating from Moody's reflects the
continued reduction in debt outstanding and management's
commitment to strengthening the company's balance sheet.

Moody's last rating on HealthSouth was on November 16, 2009 when
Moody's assigned a Caa1 (LGD5, 80%) rating to the company's senior
unsecured notes due 2020 and a Ba3 (LGD2, 25%) rating to the new
tranche of term loan due 2014 created in the company's credit
agreement amendment.  Moody's also affirmed HealthSouth's B2
Corporate Family and Probability of Default Ratings at that time.


INFOLOGIX INC: Amends Loan and Security Deal With Hercules
----------------------------------------------------------
InfoLogix Inc. and its subsidiaries entered on October 28, 2010,
into Amendment No. 4 to the Amended and Restated Loan and Security
Agreement dated November 20, 2009, as amended with Hercules
Technology Growth Capital, Inc.

Pursuant to Amendment No. 4, Hercules funded a term loan in an
original principal amount of $500,000.  The proceeds of Term Loan
D will be used to repay outstanding overadvances under the
revolving credit facility under the Loan Agreement and for general
working capital purposes.  Interest on Term Loan D will accrue at
a rate of 18% per annum and, at the discretion of Hercules, is
payable either in cash or in kind by adding the accrued interest
to the principal of Term Loan D.  All principal outstanding on
Term Loan D will be due and payable on September 13, 2011.  Term
Loan D may be converted into shares of the Company's common stock
at a price of $3.30 per share at any time at Hercules' option.
The Company may prepay Term Loan D without incurring a prepayment
penalty charge.

                     About InfoLogix Inc.

Based in Hatboro, Pennsylvania, InfoLogix, Inc. (NASDAQ: IFLG) --
http://www.infologix.com/-- provides end-to-end solutions for
electronic medical record and supply chain implementation and
mobilization, with experience in over 2,200 hospitals and
businesses nationwide.  InfoLogix assists its healthcare and
commercial customers by implementing and optimizing EMR and SCM
systems, offers mobility to caregivers and workforces by making
data accessible directly at the point of care or point of
activity, and manages operations with services to improve clinical
and financial performance and supply chain with services to drive
greater efficiency.

The Company's balance sheet at March 31, 2010, showed
$34.0 million in total assets, $39.0 million in total
liabilities, and a stockholders' deficit of $4.9 million.

McGladrey & Pullen, LLP, in Blue Bell, Pa., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses from operations, has negative working capital and
an accumulated deficit as of December 31, 2009.


INT'L COMMERCIAL: Terminates COO to Minimize Overhead Costs
-----------------------------------------------------------
International Commercial Television said it is terminating the
position of Chief Operating Officer currently held by Richard
Scheiner effective October 29, 2010.  The elimination of Mr.
Scheiner's position is part of the Company's commitment to
minimize overhead costs.

                  About International Commercial

Bainbridge Island, Wash.-based International Commercial Television
Inc. was organized under the laws of the State of Nevada on
June 25, 1998.  The Company sells various consumer products.  The
products are primarily marketed and sold throughout the United
States and internationally via infomercials.

The Company's balance sheet at June 30, 2010, showed $955,380 in
total assets, $1.64 million in total liabilities, and a
shareholders' deficit of $683,204.

As reported in the Troubled Company Reporter on June 25, 2010,
Amper, Politziner & Mattia LLP, in Edison, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted of the Company's recurring losses from operations
and negative cash flows.


JD'S LANDSCAPING: Has $68,000 Bid for Heavy Equipment
-----------------------------------------------------
JD's Landscaping and Trucking has filed a Motion To Sell Personal
Property Free And Clear Of All Liens, Encumbrances.  An initial
offer of $68,000. for the purchase of real personal property being
known as a 2007 CV713 Mack Dump Truck with a Thiele, Model 12, 18-
foot Steel Dump Body, S/N: 69734, Silen Drive, Model AA1455-UDA,
3rd Axle, S/N: JC-17807, and Power Arm Tarp System, free and
divested of liens has been received.  Terms of Sale are $2,000 in
certified funds as hand money, and to close in 30 days.  A hearing
will be held in Courtroom A, 54th Floor, U.S. Steel Tower, 600
Grant Streetin Pittsburgh, on Nov. 17, 2010 at 9:00 a.m. for the
purpose of passing on said Motion when and where all objections
will be heard, when and where the public is invited and when and
where higher and better offers will be accepted.  Additional
information is available from the Debtor's attorney:

      Michael J. Henny, Esq.
      Law Offices of Michael J. Henny
      707 Grant Street, Suite 2828
      Pittsburgh, PA 15219
      Telephone: 412-261-2640
      E-mail: m.henny@hennylaw.com

JD'S Landscaping and Trucking, Inc., sought Chapter 11 protection
(Bankr. W.D. Pa. Case No. 10-20210) on Jan. 14, 2010, and a copy
of the Debtor's petition is available at
http://bankrupt.com/misc/pawb10-20210.pdfat no charge.


JOLENE WILLIAMS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jolene M. Williams
        4230 Canoe Creek Road
        Saint Cloud, FL 34772
        Tel: (407) 908-9731

Bankruptcy Case No.: 10-19841

Chapter 11 Petition Date: November 3, 2010

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

Debtor's Counsel: Brian D. Solomon, Esq.
                  BRIAN D. SOLOMON, P.L.
                  1311 Indiana Avenue
                  Saint Cloud, FL 34769
                  Tel: (407) 957-0077
                  Fax: (407) 641-8503
                  E-mail: bsolomon@solomon-law.com

Scheduled Assets: $152,355

Scheduled Debts: $2,328,429

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-19841.pdf


JOSEPH PERRONCELLO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Joseph F. Perroncello
        198 Beacon Street
        Boston, MA 02116

Bankruptcy Case No.: 10-22064

Chapter 11 Petition Date: November 3, 2010

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Richard A. Mestone, Esq.
                  MESTONE HOGAN LLC
                  459 Broadway, Suite 204
                  Everett, MA 02149
                  Tel: (617) 381-6700
                  Fax: (617) 381-6703
                  E-mail: richard.mestone@mestonehogan.com

Estimated Assets: $50,000,001 to $100,000,000

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

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
East Boston Savings Bank           Mortgage             $2,338,849
Ten Meridian Street
East Boston, MA 02128

Stephen Finn                       A/P                    $700,000
331 Beacon Street
Boston, MA 02116

City Of Boston                     Real Estate Taxes      $600,000
Collector Of Taxes
1 City Hall Plaza
Boston, MA 02105

Pilgrim Bank                       Mortgage               $244,131

Bac Home Loans Servicing           Mortgage               $200,117

Pilgrim Bank                       Mortgage               $173,400

City Of Cambridge                  Real Estate Taxes      $157,957

Pilgrim Bank                       Mortgage               $110,012

Pilgrim Bank                       Mortgage               $109,952

Pilgrim Bank                       Mortgage                $77,428

Eastern Bank                       Mortgage                $62,937

Aaxiom Construction Services       Services                $39,000

Pilgrim Bank                       Mortgage                $37,175

Nstar                              Utilities               $25,000

Loews                              Credit Card             $24,245

Christoher Browery, Trustee        Condo Fees              $20,000

Sean Farrell Excavation            Services                $18,000

The Home Depot                     Credit Card             $16,391

Boston Water & Sewer Commission    Water & Sewer           $13,426

Verizon                            Phone Installation      $11,937


KAMIL JOB: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Kamil Job
        520 W. Meadow
        Lombard, IL 60148

Bankruptcy Case No.: 10-49368

Chapter 11 Petition Date: November 3, 2010

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

Judge: Eugene R. Wedoff

Debtor's Counsel: David P. Lloyd, Esq.
                  GROCHOCINSKI, GROCHOCINSKI & LLOYD
                  1900 Ravinia Place
                  Orland Park, IL 60462
                  Tel: (708) 226-2700
                  Fax: (708) 226-9030
                  E-mail: dlloyd@ggl-law.com

Scheduled Assets: $1,024,360

Scheduled Debts: $1,658,887

A list of the Debtor's 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-49368.pdf


KERYX BIOPHARMACEUTICALS: Posts $5.8 Million Net Loss in Q3 2010
----------------------------------------------------------------
Keryx Biopharmaceuticals, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $5.8 million on $0 revenue for the
three months ended September 30, 2010, compared with net income of
$560,000 on $3.5 million of revenue for the same period last year.

The Company has incurred substantial operating losses since its
inception and expects to continue to incur operating losses for
the foreseeable future and may never become profitable, the
Company disclosed in the filing.  "As of September 30, 2010, we
had an accumulated deficit of approximately $336.5 million."

The Company's balance sheet at September 30, 2010, showed
$38.1 million in total assets, $10.4 million in total liabilities,
and stockholders' equity of $27.7 million.

As reported in the Troubled Company Reporter on March 29, 2010,
KPMG LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's 2009 results.  The independent auditors noted of the
Company's substantial recurring losses from operations, deficiency
in equity, limited cash, cash equivalents, and short-term
investment securities, and illiquid investments in auction rate
securities.

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

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

                  About Keryx Biopharmaceuticals

Headquartered in New York City, Keryx Biopharmaceuticals, Inc.
(NASDAQ: KERX) -- http://www.keryx.com/-- is a biopharmaceutical
company focused on the acquisition, development and
commercialization of medically important pharmaceutical products
for the treatment of life-threatening diseases, including cancer
and renal disease.


KRONOS INT'L: Operating Units Extend Revolver Until 2013
--------------------------------------------------------
Effective October 28, 2010, certain indirect operating
subsidiaries of Kronos International Inc., namely Kronos Titan
GmbH, Kronos Europe S.A./N.V., Kronos Titan AS, Titania AS, Kronos
Norge AS, and Kronos Denmark ApS, entered into a Fifth Amendment
Agreement Relating to a Facility Agreement dated June 25, 2002
with Deutsche Bank AG, as mandated lead arranger, Deutsche Bank
Luxembourg S.A., as agent for the finance parties and security
agent for the secured parties, and the lenders participating in
the amended revolving credit facility.

The Amendment amends certain terms and conditions of the original
EUR80 million secured revolving credit facility between the
Obligors and the Lenders.

Among other things, the Amendment:

   * extends the maturity date of the Amended Revolving Credit
     Facility from May 26, 2011 to October 28, 2013;

   * reduced the interest rate on outstanding borrowings from the
     London Interbank Offered Rate plus 1.75% to LIBOR
     plus 1.50%; and

   * reduced the unused commitment fee from 0.70% to 0.40%.

As previously disclosed, the Amended Revolving Credit Facility is
collateralized by the accounts receivable and the inventories of
the Borrowers and a limited pledge of all of the other assets of
Kronos Europe S.A./N.V.  The Amended Revolving Credit Facility
contains representations, warranties and covenants customary in
lending transactions of this type. Certain covenants in the
Amended Revolving Credit Facility restrict the ability of the
Borrowers to incur debt, incur liens, pay dividends or merge or
consolidate with, or sell or transfer all or substantially all of
their assets to, another entity.  Failure to comply with the
covenants contained in the Amended Revolving Credit Facility could
result in the acceleration of any outstanding balance under the
Amended Revolving Credit Facility prior to its stated maturity
date.  In addition, any such outstanding balance under the Amended
Revolving Credit Facility could be accelerated in the event that
other debt or obligations of the Borrowers or The Company were to
be accelerated.

Deutsche Bank Securities Inc., an affiliate of Deutsche Bank AG
and Deutsche Bank Luxembourg S.A., served as an underwriter and as
a representative of other underwriters in connection with the
secondary public offering by Kronos Worldwide, Inc., a Delaware
corporation that is a parent corporation of the Company, of up to
8.97 million shares of its common stock, par value $0.01 per
share.  Kronos Worldwide issued 7.8 million shares pursuant to
this offering on November 2, 2010.

A full-text copy of the Amendment is available for free at
http://ResearchArchives.com/t/s?6db2

                    About Kronos International

Kronos International, Inc., produces and markets TiO2 pigments in
Europe, and is a wholly owned subsidiary of Kronos Worldwide,
Inc., headquartered in Dallas, Texas.

                           *     *     *

As reported by the Troubled Company Reporter on June 25, 2010,
Moody's Investors Service raised Kronos International's Corporate
Family Rating to B3 from Caa1 and the rating on the EUR400 million
senior secured notes due 2013 to Caa1 from Caa2.  The upgrade
reflects KII's better operating results, improved titanium dioxide
market conditions and the expectation that credit metrics will
improve further in 2010.  The outlook is stable.

Moody's also said KII's liquidity is supported by its positive
cash flow from operations, cash balances and unused availability
under its EUR80 million revolving credit, which matures in less
than one year (May 2011).  Total use of the revolver was restored
to the company in May 2010 after complying with the amended
covenants in the first quarter 2010.  Availability had been
limited to EUR51 million since the facility was amended in
September 2009 to accommodate the shortfall in EBITDA generation
during the global economic downturn, which would have led to a
violation of the leverage covenant.  The improved profitability in
2010 could allow the company to meet the original financial
covenants and revert the credit facility to its pre-amendment
terms and conditions.

The TCR on April 19, 2010, reported that Fitch Ratings has
upgraded Kronos' Issuer Default Rating to 'B-' from 'CCC' and its
securities ratings: Senior secured revolving credit facility to
'BB-/RR1' from 'B+/RR1'; Senior secured notes to 'B-/RR4' from
'CCC/RR4'.  The Rating Outlook has been revised to Stable from
Negative.

Fitch said the ratings reflect high financial leverage at Kronos
International as well as Kronos Worldwide's solid market position
in the TiO2 industry, the fifth largest globally with 10% of
global capacity.  The ratings also reflect the early stages of a
recovery in the TiO2 industry and Fitch's expectations that
earnings over the next 24 months will remain below the average
over the period from 2005 through 2008.

Moody's Investors Service raised Kronos International, Inc.'s
Corporate Family Rating to B2 from B3 and the rating on the
EUR400 million senior secured notes due 2013 to B3 from Caa1.
The upgrade reflects KII's strong operating results, attractive
titanium dioxide market conditions and the expectation that the
company will continue to enjoy strong margins and positive free
cash flow.  The outlook is positive.


LENNAR CORP: S&P Assigns 'B+' Rating to $435 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue rating
and '4' recovery rating to Lennar Corp.'s proposed $435 million of
convertible senior notes due 2020.  S&P's '4' recovery rating
indicates S&P's expectation for an average (30%-50%) recovery in
the event of default.

The proposed notes will mature on Dec. 15, 2020, and can be put to
Lennar on Dec. 15, 2015.  Holders of the notes have certain
conversion rights that can be satisfied with cash and/or Lennar's
class A common stock, at Lennar's discretion.  The proposed notes
will rank equally with Lennar's other senior unsecured obligations
and will be guaranteed by substantially all of Lennar's
homebuilding subsidiaries for as long as these subsidiaries
guaranty other Lennar obligations.  The guarantees can be released
under certain circumstances.

The company intends to use proceeds from the offering for general
corporate purposes.  From S&P's perspective, the offering will
essentially replenish the company's cash holdings, some of which
was used to partly fund the recent purchase of distressed real
estate assets for $310 million.  S&P now views that investment to
have been fully leveraged.  S&P lowered its corporate credit
rating on Lennar on Oct. 13, 2010, after the company announced
this investment.

Miami-based Lennar is one of the nation's largest homebuilders,
having delivered 11,362 homes during the 12 months ended Aug. 31,
2010.  S&P's ratings on the company 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 acknowledges that Lennar has
been more profitable relative to most homebuilding peers due, in
part, to its opportunistic investments in distressed financial and
real estate assets.  However, S&P's weak business risk assessment
acknowledges that profitability is still weak relative to
similarly rated industrial peers, and S&P does not expect a
meaningful improvement in key EBITDA-based credit metrics in the
current competitive housing market environment.

                           Rating List

                           Lennar Corp.

             Corporate credit            B+/Stable/--

                         Ratings Assigned

               $350 mil convert sr nts due 2020   B+
                Recovery rating                    4


LIQUIDMETAL TECH: Posts $16.74 Million Net Loss in Sept. 30 Qtr.
----------------------------------------------------------------
Liquidmetal Technologies Inc. filed its quarterly report on Form
10-Q, reporting a net loss of $16.74 million on $17.30 million of
revenues for the three months ended Sept. 30, 2010, compared with
net income of $969,000 on $4.21 million of revenues for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed $12.69
million in total assets, $44.32 million in total liabilities, and
a stockholder's deficit of $31.63 million.  Shareholders'
deficiency was $20.06 million at June 30, 2010.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6dc3

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc. and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.   The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

The Company classifies operations into two reportable segments:
Liquidmetal alloy industrial coatings and bulk Liquidmetal alloys.

Choi, Kim & Park LLP, in Los Angeles, Calif., in an August 6, 2010
report, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has significant operating losses and working capital
deficit.


LOUIE DI RAIMONDO: Revenue Slump Blamed for Chapter 11 Filing
-------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Louie Di Raimondo, South Florida's self-proclaimed
"hot dog king," and his All American Hot Dog Carts business filed
for Chapter 11 November 2, saying his business making and selling
hot dog carts has seen its revenues plunge by 35% since the recent
"economic malaise" -- a trend that he fears "appears to be
continuing."  According to DBR, Mr. Di Raimondo said he and his
company incurred "substantial credit card debt" and other debt to
counteract the declining revenue, to no avail.

Mr. Di Raimondo is the author of "I'm On A Roll: America's
Celebrity Hot Dog King" and has appeared on such television shows
as the Joan Rivers-hosted "How'd You Get So Rich?" and "Made In
America," hosted by former "Cheers" star John Ratzenberger.

The Troubled Company Reporter published the case summary on
November 4.

Based in Miami Beach, Florida, Louie Di Raimondo and his businesss
units filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Fla., Case No. 10-43896) on November 2, 2010.  Judge Robert A.
Mark presides over the cases.  Geoffrey S. Aaronson, Esq., serves
as bankruptcy counsel.  Mr. Di Raimondo scheduled $1,094,925 in
assets and $5,288,375 in liabilities in his petition.

The South Florida Business Journal says All American Hot Dog
reported nearly $201,000 in assets and $1.2 million in debts.

A list of Mr. Di Raimondo's 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flsb10-43896.pdf

Mr. Di Raimondo founded All American Hot Dog in 1972 after
spending a few years as a hot dog vendor himself.


MAJESTIC STAR: Court Approves Revised Incentive Program
-------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court signed
an order approving the stipulation between Majestic Star Casino,
Wells Fargo Capital Finance, The Bank of New York Mellon Trust
Company as indenture trustee and the official committee of
unsecured creditors modifying the Company's 2010 key employee
incentive program.  Under the stipulation, the Debtors must obtain
approval of a Disclosure Statement no later than five days after
the Disclosure Statement hearing, provided the hearing is
concluded by January 17, 2011, and the Debtors must confirm a
Chapter 11 Plan no later than 65 days after that hearing.

                        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.


MAM SOFTWARE: Earns $437,000 in September 30 Quarter
----------------------------------------------------
MAM Software Group, Inc., filed its quarterly report on Form 10-Q
for the three months ended September 30, 2010, reporting net
income of $437,000 on $6.6 million of revenue for the three months
ended September 30, 2010, compared with net income of $80,000 on
$6.2 million of revenue for the same period ended September 30,
2009.

The Company's balance sheet at September 30, 2010, showed
$19.0 million in total assets, $12.8 million in total liabilities,
and stockholders' equity of $6.2 million.

As reported in the Troubled Company Reporter on September 20,
2010, KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has an accumulated deficit of $23.4 million and a working
capital deficit of $6.7 million as of June 30, 2010, and has
$5.0 million in borrowings from a credit agreement that matures in
November 2010, which the Company will need additional financing to
repay.

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

               http://researcharchives.com/t/s?6dc5

                        About MAM Software

Barnsley, U.K.-based MAM Software Group, Inc. (OTC BB: MAMS)
-- http://www.mamsoftwaregroup.com/-- is a supplier of business
and ERP supply chain management solutions to automotive parts
manufacturers, distributors and retailers.  MAM Software Group
provides the automotive aftermarket with a combination of business
management systems, information products, and online services that
together deliver benefits for all parties involved in the timely
repair of a vehicle.


MARINA BIOTECH: Has $8.7 Million Deal to Sell Stock
---------------------------------------------------
Marina Biotech, Inc. announced Friday that it has entered into a
securities purchase agreement with investors to sell up to
$8.7 million in common stock.  Under the terms of the agreement,
the Company will immediately sell approximately 1.8 million shares
of its common stock at $1.84 per share in an initial financing
with gross proceeds of $3.3 million, which represents a 9.4%
discount to the previous day close.  Additionally, as part of the
transaction, the investors also will receive a subscription unit
to purchase up to an additional 2.4 million shares at any time up
to 16 months after the initial closing at no greater than $2.21
per share, which could yield up to an additional $5.4 million in
gross proceeds.  Marina Biotech may require the investors to
exercise their subscription units four months after the closing of
the financing, subject to stock price and trading volume
considerations.

Marina Biotech anticipates using a portion of the net proceeds
from the financing to fund development of its recently acquired
compound for Familial Adenomatous Polyposis (FAP), pre-IND
expenses associated with its pre-clinical programs in bladder and
liver cancer, and research and development expenses associated
with its RNAi drug discovery platform.

LifeTech Capital, a Division of Aurora Capital, LLC, acted as the
placement agent in connection with this offering.

A shelf registration statement relating to the common stock and
warrants to be issued in the offering has been filed with the
Securities and Exchange Commission and has become effective.  A
prospectus supplement related to the offering will be filed with
the Securities and Exchange Commission.

                       About Marina Biotech

Bothell, Wash.-based Marina Biotech, Inc. (Nasdaq: MRNA)
-- http://www.marinabio.com/-- is a biotechnology company,
focused on the development and commercialization of therapeutic
products based on RNA interference (RNAi).  The Marina Biotech
pipeline currently includes a clinical program in Familial
Adenomatous Polyposis (a precancerous syndrome) and two
preclinical programs-in hepatocellular carcinoma and bladder
cancer.

The Company's balance sheet as of June 30, 2010, showed
$6.6 million in total assets, $19.8 million in total liabilities,
and a stockholders' deficit of $13.2 million.

As reported in the Troubled Company Reporter on March 26, 2010,
KPMG LLP, in Seattle, Washington, expressed substantial doubt
about MDRNA, Inc.'s ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of
Company's recurring losses, recurring negative cash flows from
operations, and accumulated deficit.


MARY CLARK: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Mary A. Clark
        105 Parsonage Road
        Greenwich, CT 06830

Bankruptcy Case No.: 10-52711

Chapter 11 Petition Date: November 5, 2010

Court: U.S. Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Mark M. Kratter, Esq.
                  KRATTER & GUSTAFSON, LLC
                  71 East Avenue, Suite O
                  Norwalk, CT 06851
                  Tel: (203) 853-2312
                  E-mail: laws4ct@aol.com

Scheduled Assets: $3,076,550

Scheduled Debts: $1,741,655

A list of the Debtor's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ctb10-52711.pdf


MAUI LAND: Posts $20 Million Net Income in 3rd Quarter 2010
-----------------------------------------------------------
Maui Land & Pineapple Company Inc. reported net income of
$20.0 million for the third quarter of 2010, compared to a net
loss of $25.5 million for the third quarter of 2009.  Revenues
for the third quarter of 2010 were $8.2 million, compared to
$20.1 million for the third quarter of 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$99.39 million total assets, $92.10 million in total current
liabilities, $30.84 million in total long-term liabilities, and
a stockholder's deficit of $23.54 million.

During the third quarter of 2010, the Company sold the Kapalua
Bay Golf Course and the adjacent maintenance facility for
$24.1 million, and utilized $20.0 million of the proceeds to pay
down its outstanding debt.  Similar to the Plantation Golf Course
sale, the Company is leasing back the golf course, and the sale
was accounted for as a financing transaction.  Accordingly, the
gain is deferred and will be recognized upon completion of certain
sale obligations and the expiration of the lease in March 2011.

The Company successfully completed a $40 million shareholder
rights offering in August 2010 and utilized the proceeds to retire
$40 million of outstanding convertible notes.

"MLP's third quarter results include the recognition of the gain
from the Plantation Golf Course sale, which occurred a year and a
half ago," stated Tim Esaki, Chief Financial Officer.  "The
Company is making continued progress in strengthening its
financial position and streamlining its operations.  While we
still need to work through a number of challenges, we have a sound
business plan and a solid team that is focused on building
shareholder value."
A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6db3

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6db4

               About Maui Land & Pineapple Company

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- is a landholding, real estate development
and asset management company headquartered in Maui, Hawaii.  The
Company owns approximately 24,000 acres of land on Maui, including
its principal development, the Kapalua Resort, a 1,650 acre
master-planned, destination resort community.

                          *     *     *

As reported in the Troubled Company Reporter on April 5, 2010,
Deloitte & Touche LLP, in Honolulu, Hawaii, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted of the Company's recurring losses and negative cash flows
from operations and deficiency in stockholders' equity at
December 31, 2009.


MEDICURE INC: Posts C$1.70 Million Loss for August 31 Quarter
-------------------------------------------------------------
Medicure Inc. filed a consolidated financial statements, reporting
a loss and comprehensive loss of C$1.70 million on C$830,205 of
revenues for three months ended Aug. 31, 2010, compared with a
loss and comprehensive loss of C$1.91 million on C$940,960 of
revenues for the same period a year ago.

The Company's balance sheet at Aug. 31, 2010, showed
C$5.60 million in total assets, C$32.21 million in total
liabilities, and a stockholder's deficit of C$26.60 million.

A full-text copy of the consolidated financial statements is
available for free at http://ResearchArchives.com/t/s?6d97

KPMG LLP, in Winnipeg, Canada, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has experienced
operating losses and cash flows from operations since
incorporation and has significant debt servicing obligations that
it does not have the ability to repay.

The Company's balance sheet at May 31, 2010, showed C$6.0 million
in total assets, C$30.9 million in total liabilities, and a
stockholders' deficit of C$24.9 million.

                       About Medicure Inc.

Based in Manitoba, Canada, Medicure Inc. (TSX/NEX: MPH.H)
-- http://www.medicure.com/-- is a specialty pharmaceutical
Company engaged in the research, clinical development and
commercialization of human therapeutics.  The Company's primary
focus is on the sale and marketing of its acute care
cardiovascular drug, AGGRASTAT(R) (tirofiban hydrochloride) in the
United States and its territories through its U.S. subsidiary,
Medicure Pharma Inc.


MESA AIR: Led in Operational Performance in August
--------------------------------------------------
Mesa Air Group, Inc. (Pink Sheets: MESAQ.pk) announced that in the
month of August, Mesa Airlines led all regional airlines in three
key statistics reported by the U.S. Department of Transportation's
Bureau of Transportation Statistics, as reported in the October
Air Travel Consumer Report.  Mesa achieved the highest on-time
performance, had the fewest mishandled bags and fewest complaints
on a per passenger basis of all reporting regional airlines.  This
achievement is commonly referred to within the airline industry
as the "Triple Crown" of operational performance.

"This outstanding result is a tremendous credit to our dedicated
and hard working people," said Jonathan Ornstein, Chairman and
Chief Executive of Mesa.  "We also greatly appreciate the support
of our partners, US Airways and United Airlines, who have worked
with us cooperatively to achieve this level of operational
excellence," continued Mr. Ornstein.

"We believe this is validation of our focus on the details of our
business," said Paul Foley, Mesa's Chief Operating Officer.  "We
have worked hard to ensure that strong operational performance is
a core value of our entire team," added Mr. Foley.

Mesa currently operates 76 aircraft with approximately 460 daily
system departures to 88 cities, 34 states, the District of
Columbia, Canada, and Mexico.  Mesa operates as US Airways
Express and United Express under contractual agreements with US
Airways and United Airlines, respectively, and independently as
go! Mokulele.  This operation links Honolulu to the neighbor
island airports of Hilo, Kahului, Kona and Lihue.  The Company
was founded by Larry and Janie Risley in New Mexico in 1982.

                     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: Proposes to Pay Marketing & Production Costs
-----------------------------------------------------------------
To market the programs and films that it produces, Metro-Goldwyn-
Mayer Studios Inc. engages in various marketing and advertising
efforts designed to maximize the returns on the programs and
films.  These efforts include producing and showing program and
film trailers, purchasing advertisements in radio, print, and
electronic media, and promoting programs and films through
related merchandise.

Against this backdrop, the Debtors seek the Court's authority to
continue funding development, production, and marketing costs in
the ordinary course of business.

The Debtors estimate that following the Petition Date,
approximately $66.5 million in payments, including, without
limitation, payments relating to development, internal and
external production, and marketing, are scheduled to be made
through March 31, 2011.

Moreover, the Debtors believe that as of the Petition Date,
approximately $150,000 in prepetition development, production,
and marketing costs may be outstanding.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, New York, notes that the Debtors have been involved in
Production in one of three ways: (a) under the New United Artists
banner with certain non-Debtor affiliates, (b) as part of joint
ventures with strategic partners, and (c) under the MGM banner.

The Debtors have certain funding or other obligations under their
particular arrangements with New United Artists and the
Production Joint Ventures, and hence, seek authority to continue
making corresponding payments, as well as payments relating to
internal production under the MGM banner.

New United Artists currently has two films in "post production"
-- The Cabin in the Woods and Red Dawn -- both of which are
contemplated to be available for release in 2011.  Under the
applicable arrangements, New United Artists funds Production
costs for The Cabin in the Woods and Red Dawn.  MGM Studios is
the exclusive distributor of these Films.

Meanwhile, the Debtors currently have an agreement with New Line
to co-produce films based on J.R.R. Tolkien's novel, The Hobbit,
relates Mr. Goffman.  The Debtors have contributed approximately
$20 million, which is held by New Line, to fund production of The
Hobbit and the Debtors may, in the future, provide additional
funding consistent with their rights and obligations, he says.

At present, the Debtors' only current Production under the MGM
banner is of the Stargate Universe television series, but the
Debtors have several other projects in development.

Mr. Goffman informs the Court that the Debtors seek authority to
make all Payments in the ordinary course of business and subject
to the requirements imposed on the Debtors under any approved
order regarding the use of cash collateral and any budget in
connection therewith, even if the Payments may be, in whole or in
part, on account of prepetition claims and notwithstanding that
future Payments may be deemed to arise from or relate to a
prepetition agreement.

The Debtors request that applicable banks and other financial
institutions be authorized and directed to receive, process,
honor, and pay any and all checks, drafts, wires, or automated
clearing house transfers relating to the Payments, regardless of
whether these debits were issued before the Petition Date.  The
Debtors further request that the Banks be authorized and directed
to rely on any order on the Request and on the Debtors'
representations as to which Debits are authorized to be honored.

Mr. Goffman notes, however, that if the Court authorizes the
Debtors to pay all prepetition claims in the ordinary course of
business, the Debtors will withdraw their Request to Pay
Marketing Costs.

                 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.

Bankruptcy Creditors' Service, Inc., publishes METRO-GOLDWYN-MAYER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Metro-Goldwyn-Mayer Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


METRO-GOLDWYN-MAYER: Combined Hearing on Plan Set for Dec. 2
------------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York sets December 2, 2010, at 11:00
a.m., Prevailing Eastern Time, as the hearing date to consider:

  -- approval of the adequacy of the Disclosure Statement
     relating to the Joint Prepackaged Plan of Reorganization
     filed by Metro-Goldwyn-Mayer Studios Inc. and its debtor-
     affiliates;

  -- confirmation of the Plan; and

  -- the adequacy of the solicitation procedures utilized in
     connection with the prepetition solicitation of votes to
     accept or reject the Plan.

The Debtors delivered to the Court their Joint Prepackaged Plan
on November 3, 2010, the same day they filed for bankruptcy
protection.  The Debtors solicited creditors' support on the Plan
before they filed for Chapter 11.

At the Combined Hearing, relates Jay M. Goffman, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in New York, the
Debtors will seek the Court's ruling that the prepetition
solicitation on the Plan complied with Section 1126(b)(2) of the
Bankruptcy Code because the Disclosure Statement provided
adequate information within the meaning of Section 1125(a)(1) of
the Bankruptcy Code.

Section 1125 of the Bankruptcy Code defines "adequate
information" as information of a kind, and in sufficient detail,
as far as is reasonably practicable in light of the nature and
history of the debtor and the condition of the debtor's books and
records, that would enable a hypothetical investor of the
relevant class to make an informed judgment about the plan.

The Debtors assert that the Disclosure Statement is extensive and
comprehensive and contains descriptions and summaries of, among
other things, (a) the Plan, (b) the transaction to be effected
in connection with the Plan, (c) certain events preceding the
commencement of the Chapter 11 cases, (d) claims asserted against
the Debtors' estates, (e) risk factors affecting the Plan, (f) a
liquidation analysis, (g) financial information and valuations
that would be relevant to creditors' determinations of whether to
accept or reject the Plan, and (h) federal tax law consequences
of the Plan.

Accordingly, the Debtors submit that the Disclosure Statement
contains adequate information within the meaning of Section
1125(a)(1) and should be approved.

At the Combined Hearing, the Debtors will also request that the
Court confirm the Plan pursuant to Section 1129 of the Bankruptcy
Code.  The Debtors believe that the Plan satisfies all of the
requirements for confirmation under the Bankruptcy Code, and as
such will request that an order confirming the Plan be entered.

Prior to the Combined Hearing, the Debtors will file a brief or
affidavit in support of confirmation of the Plan demonstrating
that the Plan satisfies each requirement for confirmation and
responding to any objections to confirmation.  Also, prior to the
Combined Hearing, the Debtors will submit to the Court a proposed
form of order (a) approving the adequacy of the Disclosure
Statement and prepetition solicitation procedures and (b)
confirming the Plan.

Parties have until November 25, 2010, to file objections to the
approval of the Disclosure Statement, the Solicitation
Procedures, and confirmation of the Plan.

     Solicitation, Voting and Tabulation Procedures

Mr. Goffman relates that the Debtors set the record date for
determining whether a holder of a claim in the single impaired
class was entitled to vote on the Plan to October 4, 2010.  The
Debtors established October 22 as the original deadline for
receipt of votes accepting or rejecting the Plan, and thereafter
extended the deadline to October 29, at the request of certain
lenders under the Credit Agreement.

On October 7, 2010, the Debtors commenced their solicitation of
acceptances of the Plan from the holders of Allowed Credit
Agreement Claims in Class 3, which is the only Class that is
entitled to vote on the Plan.

The Debtors did not solicit votes on the Plan from holders of
Claims or Interests classified in Classes 1, 2, 4, 5, 6, and 7.
With the exception of Class 7 ? Interests in Holdings, each of
these Classes was deemed to have accepted the Plan pursuant to
Section 1126(f) of the Bankruptcy Code.  Holders of Class 7 ?
Interests in Holdings were deemed to have rejected the Plan and
not entitled to vote.

Also, on October 7, 2010, the administrative agent under the
Debtors' Credit Agreement posted the Solicitation Package on
IntraLinks for the benefit of holders of Class 3 Claims.

As set forth in the Declaration of Jung W. Song, Esq., managing
director of Balloting and Distribution at Donlin Recano, holders
of claims entitled to vote on the Plan overwhelmingly voted to
accept the Plan.  Specifically, 79.53% in amount and 81.13% in
number of holders of Class 3 Claims that voted on the Plan voted
to accept the Plan.  A full-text copy of the certification may be
accessed for free at:

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

No additional solicitation of votes on the Plan is contemplated
by the Debtors, says Mr. Goffman.

Accordingly, the Debtors will ask the Court during the Combined
Hearing to rule that:

  * the Solicitation Procedures were in compliance with the
    Bankruptcy Rules and the Bankruptcy Code;

  * the Debtors' designation of the Voting Record Date conforms
    to the applicable Bankruptcy Rules;

  * holders of Class 3 Claims, had adequate time to consider
    the Plan and the Disclosure Statement; and

  * all solicited holders received "adequate information," as
    defined in Section 1125(a) of the Bankruptcy Code, in
    accordance with Section 1126(b)(2) of the Bankruptcy Code.

The Debtors request a waiver of the Bankruptcy Rule requirement
that the Debtors mail copies of the Plan and the Disclosure
Statement to holders of claims and equity interests presumed to
accept or deemed to reject the Plan.  The Debtors have made the
Plan and Disclosure Statement available, at no cost, on the
Claims Agent's Web site, says Mr. Goffman.

The Debtors will mail, by first-class mail, a copy of the notice
of the commencement of the Chapter 11 cases and the Combined
Hearing to all of the Debtors' known creditors and equity
interest holders, and all other entities required to be served.

The Debtors will also to post to the Web site maintained by their
Noticing Agent -- http://www.donlinrecano.com/mgm--
various Chapter 11 related documents, including: (a) the Plan,
(b) the Disclosure Statement, (c) the Combined Hearing Request
and any orders entered in connection with the request, and (d)
the Commencement and Combined Hearing Notice.

The Debtors will cause notice of the Combined Hearing to be
published once in the national edition of The Wall Street Journal
prior to the Objection Deadline.

The Combined Hearing may be adjourned from time to time without
further notice other than an announcement of the adjourned date
or dates in open court or at the Confirmation Hearing, says the
Court.  Notice of an adjourned date will be available on the
electronic case filing docket.

                  Plan Modifications Non-Material

The Debtors received overwhelming support for their Joint
Prepackaged Plan of Reorganization from their lenders on Oct. 29,
2010.  However, despite having sufficient votes to confirm the
Plan, an informal subcommittee composed of members of a steering
committee of certain lenders under the Debtors' Prepetition
Credit Agreement the continued to solicit feedback from, and
tried to find common ground with certain Lenders and significant
holders of Class 3 claims, including affiliates of Carl Icahn,
which would own a significant amount of stock of the reorganized
Debtors under the Plan, according to Jay M. Goffman, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in New York.

Ultimately, the Subcommittee, the Debtors, Spyglass Entertainment
Holdings Inc. and the stockholders of Cypress Entertainment
Group, Inc. and Garoge, Inc., agreed to certain proposed
amendments to the Plan.

The Plan Modifications generally fall within two categories:

  * The Plan Modifications relate to C/G and Spyglass co-
    founders Gary Barber and Roger Birnbaum.  The modified
    transaction will no longer include an acquisition of C/G's
    assets or the "C/G Library Assets".  Furthermore, Messrs.
    Barber and Birnbaum will join the reorganized Debtors as co-
    CEOs and will both have seats on the board of directors of
    reorganized MGM Holdings, but neither will be appointed as
    chairman of the Board, which will not have a designated
    chairman as of the Effective Date.

  * The Plan Modifications modify certain corporate governance
    provisions in the Plan to, among other things, provide Mr.
    Icahn with parity to the other significant shareholders,
    including granting Mr. Icahn a seat on the Board, and to
    address other corporate governance issues raised by Mr.
    Icahn.

A full-text copy of the summary of the Modifications may be
accessed for free at:

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

Based on these Plan Modifications, Mr. Icahn will support the
Plan -- including the conversion of the Lenders' debt to equity
in reorganized MGM Holdings and the appointment of Messrs. Barber
and Birnbaum as co-Chief Executive Officers of reorganized
Holdings.

The Debtors believe that the Plan Modifications do not adversely
change the treatment of the claim of any creditor or the interest
of any equity security holder.  Furthermore, the Debtors believe
that the exclusion of the C/G Library Assets is non-material to
the reorganized Debtors' long-term business plan, and is in the
nature of a modification of the terms by which Messrs. Barber and
Birnbaum will join the reorganized Debtors as co-CEOs.

By way of example, says Mr. Goffman, the Business Plan attached
to the Disclosure Statement shows cash flow from the C/G Library
Assets -- identified as the "Spyglass Net Library" -- of only $10
million per year during each of the five years set forth in the
Business Plan.  These cash flows, Mr. Goffman relates,
are projected to only contribute $0.05 billion out of the
Reorganized MGM's projected $1.94 billion in Library Cash Flow
over the five-year period as set forth in the Business Plan.

Accordingly, the Debtors ask the Court (i) to find the Plan
Modifications non-material, and (ii) to deem the Plan, as
modified by the Plan Modifications, accepted by the holders of
Class 3 claims who previously accepted the Plan.

To facilitate the prompt confirmation of the Plan, the Debtors
sought and obtained Court approval for a shortened notice period
on their request.

Judge Bernstein will consider approval of the Debtors' request on
November 12, 2010, at 10:00 a.m., Prevailing Eastern Time.

                 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.

Bankruptcy Creditors' Service, Inc., publishes METRO-GOLDWYN-MAYER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Metro-Goldwyn-Mayer Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


METRO-GOLDWYN-MAYER: Seeks Access to JPM Cash Collateral
--------------------------------------------------------
Metro-Goldwyn-Mayer Studios Inc. and its debtor-affiliates ask
Judge Bernstein to grant them access to cash that constitutes Cash
Collateral under their prepetition credit agreement with JPMorgan
Chase Bank, N.A., and granting adequate protection in connection
with the use of the Cash Collateral.

MGM Holdings II Inc. and Metro-Goldwyn-Mayer Inc., as borrower;
Bank of America, N.A., Citicorp USA, Inc., and The Royal Bank of
Scotland PLC, as documentation agents; Credit Suisse First
Boston, as syndication agent; JPMorgan Chase Bank, N.A., as
administrative agent; and the certain lender entities from time
to time, are parties to a credit agreement dated April 8, 2005.

The Credit Agreement provided the Debtors with a credit facility
consisting of:

  * a five-year $250 million revolving credit facility,
  * a six-year $1.05 billion term loan -- Term Loan A, and
  * a seven-year $2.7 billion term loan -- Term Loan B.

In connection with the Credit Agreement, Holdings II, MGM Inc.
and certain of the other Debtors entered into certain collateral
and ancillary documentation or Loan Documents, including, without
limitation, certain interest rate protection arrangements which
are secured by the same collateral securing the obligations under
the Credit Agreement.

On March 9, 2007, Holdings II and MGM Inc. entered into a Second
Amendment to the Credit Agreement which replaced Term Loan A with
a five-year $1.1 billion term loan -- Term Loan B-1 -- that
incorporates the same loan amortization payment requirements as
Term Loan B.  Both Term Loan B and Term Loan B-1 will mature on
April 8, 2012, while the Revolving Facility maturity date
remained April 8, 2010.

On September 30, 2009, the parties entered into a Third Amendment
to the Credit Agreement, Amendment To Swap Agreements and
Forbearance Agreement extending until December 15, 2009, the time
for payment of interest, letter of credit participation fees and
swap termination payments that otherwise would be due and payable
from and including September 30, 2009, through December 15, 2009.

The Parties subsequently entered into further amendments to the
Credit Agreement, providing for the extension of certain
forbearance periods:

  Amendment       Date         Extending Forbearance Period To
  ---------   -------------    -------------------------------
     4th      Nov. 13, 2009        Jan.  31, 2010
     5th      Jan. 31, 2010        Mar.  31, 2010
     6th      Mar. 31, 2010        May   14, 2010
     7th      May  14, 2010        Jul.  14, 2010
     8th      Jul. 14, 2010        Sept. 15, 2010
     9th      Sept. 2010           Oct.  28, 2010

Holdings II and several of its direct and indirect subsidiaries
guaranteed the MGM Credit Facility.

Pursuant to the Loan Documents, the Prepetition Obligations are
secured by perfected, valid and enforceable first priority liens
and security interests upon and in substantially all of the
assets and property of Holdings II, MGM Inc. and the other Debtor
Loan Parties.

The Prepetition Obligations are not subject to defense,
counterclaim or offset of any kind, and the Administrative
Agent's liens and security interests, for the benefit of the
Secured Parties, have been properly filed or recorded, as
applicable, so as to be perfected in accordance with applicable
law.  Certain cash of the Debtor Loan Parties, including cash
on deposit in accounts maintained with any Lender or Lender
affiliate, constitutes Prepetition Collateral or the proceeds of
the Prepetition Collateral and therefore, is the cash collateral
of the Secured Parties within the meaning of Section 363(a) of
the Bankruptcy Code.

As of the Petition Date, the Debtor Loan Parties were liable to
the Lenders under the Credit Agreement and the other Loan
Documents (i) in an aggregate principal amount in respect of
loans and reimbursement obligations under the Credit Agreement of
approximately $3.9 billion, plus additional amounts in respect of
accrued but unpaid interest, fees and other charges, plus (ii)
approximately $152 million in respect of the Swap Obligations.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, tells the Court that without immediate
authority to use Cash Collateral, the Debtors would have
insufficient cash to sustain their business operations and would
be forced to immediately cease operating as a going concern to
the detriment of all stakeholders.  Accordingly, the need for the
immediate use of Cash Collateral pending a final hearing on the
request is critical, he says.

                       Salient Terms

Cash Collateral will be used for general corporate purposes and
costs and expenses related to the Chapter 11 Cases in accordance
with a budget, including, for the avoidance of doubt, any break-
up fee or expense reimbursements payable in accordance with
Section 9.10 of an Investment Agreement among MGM Holdings Inc.
and the other parties.

A full-text copy of the 15-week Budget may be accessed for free
at http://bankrupt.com/misc/MGM_CashCollBudget.pdf

As adequate protection for, and to the extent of, any diminution
in the value of the Prepetition Collateral, the Debtors propose:

  (i) to grant the Secured Prepetition Lender Parties
      replacement and additional Liens, specifically:

      (a) a first priority perfected lien upon the Postpetition
          Collateral that is not otherwise encumbered by a
          validly perfected, enforceable, non-avoidable security
          interest or lien as of the Petition Date,

      (b) a first priority, senior, priming, and perfected lien
          upon the Postpetition Collateral securing the Credit
          Agreement that is comprised of the Prepetition
          Collateral securing the Credit Agreement senior only
          to the liens securing the Prepetition Obligations
          under the Credit Agreement; and

      (c) a perfected best available junior lien upon all
          Postpetition Collateral securing the Credit Agreement
          that is subject to a validly perfected, enforceable,
          non-avoidable lien as of the Petition Date.

(ii) to grant the Secured Prepetition Lender Parties a
      superpriority Administrative expense claim -- the Section
      507(b) Claims -- with priority over all other
      administrative expenses of the kind specified in Sections
      105, 326, 328, 330, 331 and 726 of the Bankruptcy Code
      pursuant to Section 364(c)(1) of the Bankruptcy Code.

(iii) to pay or reimburse all reasonable fees, expenses, costs
      and charges incurred by the Administrative Agent under the
      Loan Documents in connection with matters relating to the
      Credit Agreement, the Prepetition Obligations, the
      monitoring of the Chapter 11 cases or the enforcement and
      protection of the rights and interests of the
      Administrative Agent and the Lenders in the Chapter 11
      cases.

The liens and claims in favor of the Administrative Agent or
the Lenders securing the Debtors' obligations will be subject to
the payment, without duplication, of the Carve-out.  The "Carve-
out" refers to (i) the unpaid fees of the Bankruptcy Court and of
the United States Trustee; (ii) following the occurrence of an
Event of Default and the delivery of a written notice from the
Administrative Agent to the Debtors triggering the limitations
set forth, the payment of allowed professional fees and
disbursements incurred by the professionals retained by the
Debtors not to exceed the sum of (A) unpaid Professional Fees and
Disbursements previously incurred prior to delivery of the
Carveout Trigger Notice plus (B) $5,000,000 in the aggregate; and
(iii) the costs and administrative expenses not to exceed
$200,000 in the aggregate that are permitted to be incurred by
any Chapter 7 trustee pursuant to an order of the Court
following any conversion to Chapter 7 of the Chapter 11 cases.

In no event will the Cash Collateral or the Carve-out be used for
the payment or reimbursement of any fees, expenses, costs, or
disbursements of any of the professionals incurred in connection
with the assertion or joinder in any claim, counterclaim, action,
proceeding, application, motion, objection, defense, or contested
matter, the purpose of which is to seek any order, judgment,
determination, or similar relief (i) challenging the Prepetition
Obligations, invalidating, setting aside, avoiding, or
subordinating in whole or in part the Administrative Agent's
liens and security interests granted pursuant to the Loan
Documents, the Interim Order, or the Final Order, or asserting
any other claims or causes of action against the Administrative
Agent or the Lenders, or (ii) preventing, hindering or delaying,
whether directly or indirectly, the Administrative Agent's
enforcement or realization upon any Prepetition Collateral or
Postpetition Collateral in accordance with the terms of the
Interim Order or the Final Order.

The Administrative Agent's consent to the use of Cash Collateral
will terminate on the earliest to occur of:

  (a) consummation of a plan of reorganization in the Chapter 11
      Cases;

  (b) the date that is 30 days after the Petition Date, if the
      Final Order has not been entered by the Court on or before
      that date or a later date as the Administrative Agent may
      agree; or

  (c) five business days following written notice to the Debtors
      after the occurrence and continuance of any of the events
      of default beyond any applicable grace period.

Upon the occurrence of the Termination Date, and after providing
seven days' prior notice to counsel to the Debtors and to the
United States Trustee, (a) the Adequate Protection Obligations
will become immediately due and payable, (b) the Administrative
Agent and each Lender may set off amounts in any account of the
Debtors maintained with the Administrative Agent or Lender,
respectively, and the Administrative Agent may exercise the
rights and remedies available under the Loan Documents, the
Interim Order or the Final Order, as applicable, or applicable
law, including, without limitation, foreclosing upon and selling
all or a portion of the Prepetition Collateral or Postpetition
Collateral in order to collect the Adequate Protection
Obligations.

                         *     *     *

Metro-Goldwyn-Mayer Studios Inc., won temporary permission to use
its cash to operate while it reorganizes in bankruptcy with
support from billionaire Carl Icahn, Tiffany Kary of Bloomberg
News reports.

Bloomberg says Judge Bernstein approved MGM's request to use the
Collateral, and has set a Dec. 2 date for a hearing in which MGM
would seek final approval of its use of cash.

                 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.

Bankruptcy Creditors' Service, Inc., publishes METRO-GOLDWYN-MAYER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Metro-Goldwyn-Mayer Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


METRO-GOLDWYN-MAYER: Seeks to Use DDI/UAPF Collateral
-----------------------------------------------------
Metro-Goldwyn-Mayer Studios Inc. and its debtor-affiliates ask the
Bankruptcy Court to enter stipulated interim and final orders:

  (a) authorizing limited use of prepetition collateral,
      including cash collateral, of Domestic Distribution Inc.
      and United Artists Production Finance LLC, a non-debtor
      affiliate; and

  (b) granting adequate protection to DDI; JPMorgan Chase Bank,
      N.A., as DDI's assignee; and UAPF.

               Participation Agreement and
                   DDI Credit Agreement

Metro-Goldwyn-Mayer Studios Inc. is a party to an Amended and
Restated Revenue Participation Agreement, dated as of Sept. 19,
2006, by and among MGM Studios and certain of its subsidiaries,
on the one hand, and DDI, on the other hand.

To secure performance of their obligations under the
Participation Agreement, the Participation Agreement Obligors
granted to DDI liens in certain collateral identified as "MGM
Collateral" in the Participation Agreement.  The DDI Prepetition
Collateral includes, among other things, the Participation
Agreement Obligors' interests' in distribution agreements and
intellectual property relating to certain pictures.

DDI is also a party to a Credit and Security Agreement, dated as
of September 19, 2006, by and among DDI, certain lender parties,
and JPMorgan Chase Bank, N.A., as administrative agent -- the P&A
Agent.  Pursuant to an Assignment Agreement by and among MGM
Studios, DDI and the P&A Agent dated as of September 19, 2006,
DDI assigned to the P&A Agent all of its rights under the
Participation Agreement; the right to exercise the rights; and
the right to receive all payments due under the Agreement
directly from MGM Studios.

The Debtors estimate that, as of the Petition Date, approximately
$17.3 million in current monthly payments are owed to DDI and
that, ultimately, approximately $43.8 million may be owed under
the Participation Agreement.

              UAPF Master Distribution Agreement
                     and UAPF Agreements

MGM Studios owns a 62.5% stake in United Artists Entertainment,
LLC, which is not a debtor.  United Artists Entertainment was
formed to develop and produce new theatrically released films
under the New United Artists banner.  Almost all of the Debtors'
new films in recent years were developed and produced under the
New United Artists banner, including the major motion pictures
"Fame," "Lions for Lambs," "Valkyrie," and "Hot Tub Time
Machine."  New United Artists currently has two major films in
post production -- "The Cabin in the Woods" and "Red Dawn" --
both of which are currently expected to be available for release
in 2011.  Films, including certain associated intellectual
property rights associated, developed and produced by New United
Artists are owned by New United Artists.

MGM Studios is a party to a Master Distribution Agreement, dated
August 16, 2007, between MGM Studios, on the one hand, and UAPF,
on the other hand.  UAPF is a subsidiary of United Artists
Entertainment and is part of New United Artists.

Under the Master Distribution Agreement, MGM Studios is the
exclusive distributor of eligible pictures with respect to which
New United Artists owns or has acquired distribution, marketing,
and promotion rights.  The Master Distribution Agreement accounts
for a significant portion of the Debtors' business revenues and
is, therefore, a critical component of the Debtors' overall
business operations.

To secure performance of MGM Studios' obligations under the
Master Distribution Agreement, UAPF was granted liens in certain
collateral identified as "MGM Collateral" in the Master
Distribution Agreement.  The UAPF Prepetition Collateral includes
certain intellectual property rights related to the films
produced and developed by New United Artists.

New United Artists financed the films that it has developed and
produced through independent financing arrangements.  UAPF is
party to that certain Credit and Security Agreement, dated as of
August 16, 2007, by and among UAPF, the guarantors party, the
lenders party, and JPMorgan Chase Bank, N.A., as administrative
agent.  UAPF is also party to that certain Note Purchase and
Security Agreement, dated as of August 16, 2007, among UAPF, the
guarantors party, the noteholders party, and Merrill Lynch
Mortgage Capital Inc. -- the Mezzanine Agent.

The proceeds of the UAPF Facility were designed to support the
production or acquisition by New United Artists of up to 18 films
to be produced under the New United Artists banner and
distributed by MGM Studios under the Master Distribution
Agreement.  However, a "Stop Funding Event" has occurred under
the UAPF Facility and the lenders under the Facility are,
therefore, not required to make additional loans to UAPF for new
films.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, states that in the ordinary course of business,
MGM Studios makes payments to United Artists Entertainment in
respect of certain administrative, overhead, and development
expenses of United Artists Entertainment pursuant to a series of
agreements, including, without limitation, that certain letter
agreement, dated as of November 1, 2006, between MGM Studios and
the members of United Artists Entertainment.  In addition, MGM
Studios is a party to (a) that certain Amended and Restated
Distribution Agreement, among UAPF, MGM Studios, and Lakeshore
Entertainment Group LLC, and related agreements, (b) a Co-
Financing Agreement for Hot Tub Time Machine, dated May 15,
2009, between UAPF and MGM Studios; and (c) a Co-Financing
Agreement for Valkyrie, dated March 28, 2008, between UAPF and
MGM Studios.

In addition, MGM Studios makes payments under the Master
Distribution Agreement in the ordinary course of business
consistent with its obligations.  The failure to make payments
under the Master Distribution Agreement could trigger defaults
under both the UAPF Credit Agreement and the UAPF Note Purchase
Agreement.  Under Section 8.1(i) of the UAPF Credit Agreement, if
MGM Studios commences a bankruptcy case, an event of default will
be triggered if MGM Studios fails to (i) pay any amounts shown on
any accounting statement provided by MGM Studios to UAPF within
five business days after MGM Studios' receipt of written notice
of the failure, or (ii) deliver an accounting statement as
required by the terms of the Master Distribution Agreement within
five business days after MGM Studios' receipt of written notice
of the failure.  With respect to payment of amounts shown on any
accounting statement, if MGM Studios commenced a Chapter 11 case
but files a motion seeking authorization to pay the amounts, the
applicable five-day period begins running on the hearing date of
the motion.  In addition, Section 8.1(i) of the UAPF Note
Purchase Agreement contains default provisions similar to Section
8.1(i) of the UAPF Credit Agreement.

The Debtors estimate that, as of the Petition Date, approximately
$500,000 in outstanding unaccelerated obligations is owed to UAPF
under the Master Distribution Agreement.

Under the Debtors' Prepackaged Chapter 11 Plan of Reorganization,
the Debtors intend to assume the Master Distribution Agreement
and the UAPF Agreements, and propose to reinstate the
Participation Agreement.  The Debtors have agreed that any
reinstatement, if approved, would be subject to the terms set
forth in the Confirmation Agreement dated as of October 13, 2010,
among DDI, MGM Studios, and the P&A Agent, including with respect
to the accrual of applicable default interest and the applicable
waterfall.

                       Controlled Accounts

Under an Account Control Agency Agreement, dated as of Oct. 30,
2009, in connection with the obligations due under the Debtors'
Prepetition Credit Agreement with JPMorgan Chase Bank, N.A., the
Participation Agreement, and the Master Distribution Agreement,
certain Debtors granted security interests in Controlled Accounts
to the respective agents of the obligees under the Credit
Agreement, the Participation Agreement, and the Master
Distribution Agreement.  JPMorgan was appointed as the control
agent with respect to the Controlled Accounts, subject to the
terms set forth in the Control Agreement.

             Consent to Use of Prepetition Collateral

DDI and UAPF have consented to, among other things, the Debtors'
use of the Prepetition Collateral, including the DDI Cash
Collateral and the UAPF Cash Collateral, on the terms set forth
in a Stipulated Interim Order and Final Order.  Under the
Stipulated Interim Order and the Final Order, the Debtors will
acknowledge and stipulate that the Secured Prepetition Parties
are entitled to adequate protection of their interests in the
Prepetition Collateral, including the DDI Cash Collateral and the
UAPF Cash Collateral, to the extent of any diminution in value of
interests in the Prepetition Collateral resulting from use, sale,
or lease of the Prepetition Collateral and from imposition of the
automatic stay pursuant to Section 362 of the Bankruptcy Code.

                 Adequate Protection to DDI

As adequate protection for, and to the extent of, any diminution
in the value of DDI's or the P&A Agent's interests in the DDI
Prepetition Collateral, the Stipulated Interim Order contemplates
that the Participation Agreement Obligors are authorized and
directed to continue to make, in the ordinary course of business,
without acceleration, but subject to the terms of the
Confirmation Agreement, and in accordance with and subject to the
terms of the Participation Agreement and the Assignment
Agreement, any and all payments due and owing to DDI or to the
P&A Agent under and in accordance with the Participation
Agreement and the Assignment Agreement and to continue to perform
in the ordinary course of business all of their other
obligations.

The Debtors estimate that approximately $17.3 million of the DDI
Cash Collateral may be used during the pendency of their Chapter
11 cases.  The Debtors maintain that the performance of all
obligations, together with the adequate protection liens and
superpriority claims, constitutes sufficient adequate protection
of DDI's and the P&A Agent's interests.

As additional adequate protection, DDI and the P&A Agent will be
granted first priority security interests in and liens on these
collateral:

  (a) Cash held at JPMorgan Chase Bank in bank account numbers
      xxx-xx7-898 (collection account) and xxx-xx7-871 (crossing
      reserve account); and

  (b) Cash held in the Controlled Accounts to the extent that
      any direct cash proceeds of the DDI Prepetition Collateral
      or the DDI Adequate Protection Collateral are held or
     transferred to the Controlled Accounts.

In addition the performance of all obligations under the
Participation Agreement and the Assignment Agreement, until
performance in full of the obligations owed to DDI and the P&A
Agent under the Participation Agreement and the Assignment
Agreement, the Debtors will maintain in the Controlled Accounts
an amount at least equal to the DDI Reserve Amount.

In the ordinary course and in accordance with and subject to the
terms of the Participation Agreement and the DDI Credit
Agreement, the Debtors will continue to pay and perform the
Obligations, including, without limitation, the payment of
reasonable fees and expenses of counsel to the P&A Agent.

Other than for payment and performance of the obligations under
the Participation Agreement and the Assignment Agreement, the
Debtors will not use any DDI Cash Collateral constituting (i) P&A
Agent Priority Collateral, or (ii) DDI Adequate Protection
Collateral.

                Adequate Protection to UAPF

As adequate protection for, and to the extent of, any diminution
in the value of UAPF's interests in the UAPF Prepetition
Collateral, the Stipulated  Interim Order contemplates that MGM
Studios be authorized and directed to continue to make, in the
ordinary course of business, without acceleration and in
accordance with and subject to the terms of the Master
Distribution Agreement, any and all payments due and owing to
UAPF or the UAPF Agent under and in accordance with the Master
Distribution Agreement and to continue to perform in the ordinary
course of business all of its other obligations under the Master
Distribution Agreement, whether the obligations arose
prepetition or postpetition.

The Stipulated Interim Order also contemplates that MGM Studios
also be authorized and directed to make, in the ordinary course
of business, payments due to certain non-Debtor affiliates and
others under the UAPF Agreements.

The Debtors estimate that approximately $500,000 of the UAPF Cash
Collateral may be used during the pendency of their cases. The
Debtors maintain that the performance of all obligations,
together with the adequate protection liens and the superpriority
claims, constitutes sufficient adequate protection of UAPF's
interests.

As additional adequate protection, UAPF will be granted first
priority security interests in and liens on these collateral:

   (a) Cash held in the Distribution Reserve Account as defined
       in the Master Distribution Agreement maintained at
       JPMorgan Chase in account number xxx-xx2-724 in the name
       of the UAPF Agent;

   (b) Cash held at JP Morgan Chase in account number
       xxx-xx2-546; and

   (c) Cash held in a segregated adequate protection account to
       be established for the benefit of UAPF, in which the
       Debtors will deposit $500,000.

Other than for payment and performance of the obligations under
the Master Distribution Agreement and the UAPF Agreements, the
Debtors will not use any UAPF Cash Collateral constituting (i)
UAPF Adequate Protection Collateral or (ii) UA Agent Priority
Collateral, except that the Debtors may continue to use the cash
held at Bank of America in account number xxxxxx1257 --
the "Fox Home Video Account" -- solely to the extent permitted
under the Master Distribution Agreement, notwithstanding any
assertion that funds in the Fox Home Video Account may be UA
Agent Priority Collateral.

                     Superpriority Claims

To the extent that the Adequate Protection Liens are insufficient
to provide adequate protection, the Debtors propose that DDI and
UAPF each be granted superpriority claims as provided for in
Section 507(b) of the Bankruptcy Code.  The Superpriority Claims
will be pari passu and of equal rank with any superpriority
claims granted in connection with the JPMorgan Cash Collateral
Motion.

                         *     *     *

Tiffany Kary of Bloomberg News  says Metro-Goldwyn-Mayer Studios
Inc., won temporary permission to use its cash to operate while
it reorganizes in bankruptcy.

The report notes that Judge Bernstein approved MGM's request to
use the Collateral, and has set a Dec. 2 date for a hearing in
which MGM would seek final approval of its use of cash.

                 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.

Bankruptcy Creditors' Service, Inc., publishes METRO-GOLDWYN-MAYER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Metro-Goldwyn-Mayer Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


METRO-GOLDWYN-MAYER: Proposes Admin. Status for Spyglass Fee
------------------------------------------------------------
Metro-Goldwyn-Mayer Studios Inc. and its debtor-affiliates ask the
Bankruptcy Court ask the Bankruptcy Court to issue an order
granting "superpriority administrative expense status" to the
break-up fee and expenses payable under their investment agreement
with Spyglass Entertainment Holdings LLC and three other
investors.

The investment agreement was hammered out by MGM Holdings Inc.,
Spyglass, C/G Acquisition LLC, Cypress Entertainment Group, Inc.,
and Garoge, Inc. in connection with their restructuring proposal
to convert about $5 billion of claims of lenders under a 2005
credit agreement into 100% of the equity in a restructured MGM
Holdings.

Under the investment agreement, MGM Holdings is required to pay
Spyglass, Cypress Entertainment Group Inc. and Garoge Inc. a
break-up fee of $4 million and reimburse them up to $500,000, for
their expenses in case the company accepts a rival restructuring
proposal and terminates or rejects the investment agreement.

A copy of the investment agreement is available without charge at
http://bankrupt.com/misc/MGM_InvestmentAgreement.pdf

Funds reserved for the payment of Spyglass', Cypress', and
Garoge's break-up fee and reimbursement of expenses are deposited
in an escrow account held by J.P. Morgan Escrow Services.

The superpriority administrative expense status for the break-up
fee and expense reimbursement is an additional protection to
Spyglass and the other investors in case they are not paid from
the escrow funds following the termination or rejection of the
investment agreement, according to Jay Goffman, Esq., at Skadden
Arps Slate Meagher & Flom LLP, in New York.

The Debtors also asks the Court to issue a ruling granting
administrative expense status to unpaid out-of-pocket expenses,
legal fees and tax-related accounting fees, which MGM Holdings
agreed to pay to Spyglass and the other investors pursuant to a
September 3, 2010 letter of intent.

MGM Holdings agreed to pay the investors up to $200,000, for out-
of-pocket expenses, legal fees and tax-related accounting fees.
The company also agreed to pay up to $800,000, for their out-of-
pocket expenses, legal fees and tax-related accounting fees upon
execution of certain agreements in connection with their
restructuring proposal.

The Court will hold a hearing on November 12, 2010, at 10:00 a.m.
(Prevailing Eastern Time), to consider the Request.  Any
objections must be filed and served before the hearing.

                 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.

Bankruptcy Creditors' Service, Inc., publishes METRO-GOLDWYN-MAYER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Metro-Goldwyn-Mayer Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


METROPCS WIRELESS: S&P Assigns 'B' Rating to $500 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned MetroPCS
Wireless Inc.'s proposed $500 million senior unsecured notes due
2020 its issue-level rating of 'B' (at the same level as the
corporate credit rating on parent company MetroPCS Communications
Inc.).  The recovery rating on this debt is '4', indicating S&P's
expectation of average (30%-50%) recovery for noteholders in the
event of a payment default.  The company plans to use proceeds
primarily to call and redeem $451 million of existing 9-1/4%
senior notes due 2014 and for general corporate purposes.

Richardson, Texas-based MetroPCS Communications' overall leverage,
which is about 4.4x on a rolling-12-month basis (including S&P's
adjustments) through Sept. 30, 2010, net of anticipated debt
repayments, will not change as a result of this transaction,
although S&P expects the refinancing to modestly improve the
company's overall interest costs.

The corporate credit rating on parent MetroPCS is 'B' and remains
unchanged; the rating outlook is positive.  The rating reflects a
challenging business model that targets lower income customers, a
highly competitive environment, and aggressive debt leverage.

                           Ratings List

                   MetroPCS Communications Inc.

     Corporate Credit Rating                   B/Positive/--

                            New Ratings

                      MetroPCS Wireless Inc.

                         Senior Unsecured
            $500 mil notes due 2020                  B
             Recovery Rating                         4


MERCER INTERNATIONAL: Moody's Puts 'B3' Rating on $300 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to $300 million of
new senior unsecured notes offered by the Restricted Group of
Mercer International Inc.  Concurrently, Mercer's Corporate Family
Rating and Probability of Default Rating were upgraded to B2 from
B3.  The ratings outlook was changed to stable from positive and
the SGL-2 speculative grade liquidity rating was affirmed.

                        Ratings Rationale

The upgrade in Mercer's CFR to B2 reflects earnings improvement,
modest debt reduction, and lingering strength in market pulp
prices that is expected to benefit Mercer's liquidity profile and
capital structure.  The US benchmark price for Northern Bleached
Softwood Pulp, while modestly lower in the past month, has hovered
near $1000/metric tonne since mid-2010.  Although pulp prices are
cyclical and are expected to weaken somewhat as new capacity comes
on-line, Moody's anticipates that, in the interim, current market
conditions will allow Mercer to continue to grow its cash balance
and reduce outstanding debt.  Furthermore, material improvements
made to Celgar's cost structure are expected to strengthen future
earnings potential and soften the impact of market downturns.
Notably, the biomass co-generation project was completed in
September 2010 and is projected to provide at least C$20 million
of incremental EBITDA per year under a ten year contract to sell
excess electricity back to the grid.  Mercer's energy contracts
enhance its revenue diversification, which otherwise is reliant on
a single, cyclical product (market pulp).

The ratings continue to be constrained by the vulnerability of
Mercer's revenue and operating results to highly cyclical
commodity pulp prices, fiber costs and exchange rates.  Mercer's
ratings are further limited by its size and scale, with operations
located at just two sites, and the near-term maturity of its
convertible subordinated notes.  Approximately US$48 million of
notes are due in January 2012; however, these notes could be
called and converted to equity as early as July 2011 if the
consolidated group's stock price remains above $3.30 (ticker:
MERC).  The stable outlook reflects Moody's expectation that the
notes will be extinguished with minimal cash costs, allowing
Mercer to permanently reduce debt while maintaining a significant
cash position.  The outlook also incorporates the company's steady
sales volumes and an improved debt maturity schedule resulting
from the current transaction.

The ratings or outlook could be lowered if pulp prices or foreign
exchange rates change drastically such that accumulated cash may
not be sufficient to meet the upcoming maturity on the convertible
notes, while also providing sufficient liquidity to withstand a
down cycle.  Although not likely in the medium term due to the
inherent volatility in demand for market pulp, the ratings could
be raised if Mercer permanently and materially reduces debt and
further improves its liquidity profile.

Moody's assigned this rating (and LGD point estimate):

  -- Proposed US$300 million senior unsecured notes due 2017, B3
     (LGD4, 61%)

Moody's upgraded these ratings:

  -- Corporate Family Rating, to B2 from B3
  -- Probability of Default Rating, to B2 from B3

Moody's affirmed these ratings:

* US$310 million 9.25% senior unsecured notes due February 2013,
  Caa1 (LGD4, 58%) -- rating to be withdrawn upon closing of the
  transaction

* Speculative Grade Liquidity Rating, SGL-2

The ratings are subject to the conclusion of the proposed
transaction and Moody's review of final documentation.

Mercer International Inc., a Washington-based corporation with
corporate offices in Vancouver, British Columbia, is one of the
largest producers of NBSK in the world.  Operations are located
primarily in eastern Germany and western Canada with consolidated
annual production capacity of approximately 1.4 million air-dried
metric tonnes.


METROPCS WIRELESS: Moody's Assigns 'B2' Rating to $500 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to MetroPCS
Wireless, Inc.'s proposed issuance of $500 million of Senior
Unsecured Notes due 2020, the proceeds of which will fund the
coincident call of a portion of its existing 9.25% Senior
Unsecured Notes, currently due in November of 2014.  At the same
time, Moody's changed its outlook for all ratings of the company
to positive from stable, and affirmed all existing ratings,
including the B1 corporate family rating and B1 probability of
default rating.  The B2 rating assigned to the proposed new notes
reflects their senior unsecured ranking and is consistent with the
ratings for MetroPCS's other existing senior unsecured debt.

"The change in the rating outlook is driven by the increasing
likelihood that the company will turn solidly free cash flow
positive this year, much earlier than previously expected,"
according to Moody's Senior Vice President, Dennis Saputo.  In
addition, should the company continue to execute crisply, the
resultant strong operating performance will lead to robust
earnings growth and further de-leveraging.

MetroPCS Wireless, Inc.

  -- Corporate Family Rating - B1
  -- Probability of Default Rating - B1
  -- Sr. Secured RCF due 11/2011 - Ba1, LGD-2 (20%)
  -- Sr. Secured Term Loan due 2013Ba1, LGD-2 (20%)
  -- Sr. Secured Term Loan due 2016Ba1, LGD-2 (20%)
  -- Sr. Unsec. Notes, 7.875% due 2018 - B2, LGD-5 (75%)
  -- Sr. Unsec. Notes, 9.25% due 2014 - B2, LGD-5 (75%)
  -- Sr. Unsec. Notes, (New), due 2020 - B2, LGD-5 (75%)
  -- SGL / Short-Term Rating - SGL-1
  -- Outlook - Positive

                        Ratings Rationale

MetroPCS' B1 CFR reflects superior execution, an expectation for
strong earnings and cash flow growth, a very strong liquidity
profile and the company's valuable spectrum assets.  Offsetting
these favorable attributes, however, MetroPCS remains a relatively
small player in a highly competitive market that is nearing
saturation for voice services.

Based on the company's recent strong subscriber growth, Moody's
has raised the outlook for MetroPCS to positive from stable.  The
positive outlook reflects Moody's view that the company's credit
metrics should continue to improve from strong growth, low churn
and stable ARPU and margins.  This solid operating performance may
result in meaningful deleveraging and, once the company's LTE
rollout tapers off, strong free cash flow.  Moody's Senior Vice
President Dennis Saputo comments, "MetroPCS is leading the pre-
paid sector with its success in lowering churn and generating
steady pricing." MetroPCS added 223,000 subscribers in the third
quarter and has added 1.2 million year-to-date.  The company's
shift to a simplified pricing plan and the addition of higher-end
smartphones has resulted in churn falling 200 basis points, from
5.8% in 3Q'09 to 3.8% in Q3'10.  ARPU has remained relatively
stable for the last three quarters.

The $500 million senior unsecured notes due in 2020 are rated B2
(LGD-5, 75%), one notch below the company's B1 CFR due to their
subordination to MetroPCS's existing senior secured credit faclity
(rated Ba1, LGD-2).  MetroPCS will utilize the proceeds of this
debt issuance to retire a portion of its existing 9.25% senior
unsecured notes due in 2014, and for general corporate purposes.
This refinance activity will perfect the July 2010 credit
agreement amendments by reducing the amount of debt that is both
junior to and which matures prior to the term loan due in 2016 to
below $500 million.  The refinancing action also improves the
company's maturity profile by distributing future maturities into
smaller amounts.  Moody's projects that cash on hand at year-end
2010 will be sufficient to retire all debt maturities through
2015.

MetroPCS's rating could be moved up if the company continues on
its current growth trajectory while keeping churn and pricing
stable.  Specifically, if churn remains below 4% and ARPU stays
near $40, leading to EBITDA growth and improved free cash flow the
rating could be raised.

The company's rating could be at risk if churn reverts above 5% or
if pricing weakens leading to EBITDA and cash flow deterioration.
Additionally, if CAPEX does not trend down as anticipated or if
the company were to undertake a material debt-funded acquisition
of assets or spectrum leading to leverage above 4.5x, the rating
could be at risk.

Moody's last rating action for MetroPCS was on September 7, 2010,
when the company's $1.0 billion senior unsecured notes were rated
B2.


MGM RESORTS: Posts $317.99 Million Net Loss in September 30 Qtr.
----------------------------------------------------------------
MGM Resorts International reported a $317.991 million net loss on
$1.557 billion of revenue for three months ended Sept. 30, 2010,
compared with a net loss $750.388 million on $1.533 billion of
revenue in the same period in 2009.

The Company said in an earnings release that it recorded a third
quarter diluted loss per share of $0.72 compared to a loss of
$1.70 per share in the prior year third quarter.  The current year
results include pre-tax impairment charges totaling $357 million,
or $0.51 per diluted share, net of tax, including pre-tax
impairment charges of $182 million related to the Company's
investment in CityCenter, $46 million related to CityCenter's
residential real estate inventory, and $128 million related to the
Company's Borgata investment.  The prior year results include pre-
tax impairment charges totaling $1.17 billion, or $1.72 loss per
diluted share, net of tax, including pre-tax impairment charges of
$956 million related to the Company's investment in CityCenter and
$203 million related to impairment of CityCenter's residential
real estate under development.

The Company's balance sheet at Sept. 30, 2010, showed
$19.14 billion in total assets, $1.32 billion in total current
liabilities, $2.40 billion in deferred income taxes,
$12.62 billion in long-term debt, $252.21 million in other
long-term obligations, and stockholder's equity of $2.54 billion

    Detailed Discussion of Third Quarter Operating Results

Net revenue for the third quarter of 2010 was $1.56 billion.
Excluding reimbursed costs revenue mainly related to the Company's
management of CityCenter, net revenue was $1.47 billion, a
decrease of 3% from 2009.

Third quarter casino revenue decreased 9% compared to the prior
year quarter, with slots revenue down 3% for the quarter.  The
Company's table games volume, excluding baccarat, decreased 7% in
the quarter, while baccarat volume was down 6% compared to the
prior year quarter.  The overall table games hold percentage was
lower in 2010 than the prior year quarter; in the current year
third quarter the hold percentage was above the midpoint of the
Company's normal 18% to 22% while it was slightly above the high
end of the range in the 2009 quarter.

Rooms revenue decreased 3% from the prior year.  The Company
achieved 93% occupancy compared to 95% in the prior year quarter
with consistent ADR, which led to a 2% decrease in Las Vegas Strip
REVPAR.

"Our luxury properties are leading the way, driven by improving
convention mix. Both Bellagio and Mandalay Bay recorded REVPAR
increases in the third quarter," said Mr. Murren.

Operating loss for the third quarter of 2010 was $206 million,
which includes the CityCenter investment impairment, the Borgata
impairment, and the Company's share of the CityCenter residential
impairment charge discussed further below.  Prior year operating
loss was $963 million and included an impairment charge related to
the Company's investment in CityCenter and the Company's share of
a CityCenter residential real estate impairment charge.  Adjusted
Property EBITDA attributable to wholly-owned operations was $314
million in the 2010 quarter, down 13% compared to the prior year.
Impairment Charges

As of September 30, 2010, the Company recognized an increase of
$232 million in its total net obligation under its CityCenter
completion guarantee, and a corresponding increase in its
investment in CityCenter.  The increase primarily reflects a
revision to prior estimates based on the Company's  assessment of
the most current information derived from the CityCenter close-out
and litigation processes.  This accrual does not reflect certain
potential recoveries that CityCenter is pursuing as part of the
litigation process.  The Company reviewed its investment in
CityCenter due to such increase and recorded a pre-tax impairment
charge of approximately $182 million in the third quarter.  This
impairment charge reflects a fair value of $1.3 billion for the
Company's 50% equity interest in CityCenter.

The Company recently received an offer for its 50% economic
interest in Borgata based on an enterprise value of $1.35 billion
for the entire asset.  The Company submitted this offer to Boyd
Gaming Corporation, which owns the other 50% interest, in
accordance with the right of first refusal provisions included in
the joint venture agreement.  Subsequently, Boyd announced that it
does not intend to exercise its right to first refusal in
connection with such offer; therefore, the Company intends to
pursue negotiations with the original bidder.  Based on Borgata's
September debt balances, the offer equates to slightly in excess
of $250 million for the Company's 50% interest.  This is less than
the carrying value of the Company's investment in Borgata;
therefore, the Company recorded a pre-tax impairment charge of
approximately $128 million in the third quarter of 2010.  The
consummation of any transaction as a result of the offer is
subject to negotiation of final documents, due diligence, and
regulatory approval.

             Loss from Unconsolidated Affiliates

The Company had a loss from unconsolidated affiliates of
$7 million in the third quarter of 2010 compared to a loss of $133
million in the prior year third quarter.  The current year
includes $46 million related to the Company's share of residential
inventory impairment at CityCenter and the prior year included
$203 million related to an impairment of CityCenter's real estate
under development.

MGM Macau earned operating income of $61 million in the third
quarter of 2010 which included depreciation expense of $22
million, compared to operating income of $50 million in the 2009
third quarter which included depreciation expense of $23 million.
Results for CityCenter for the third quarter of 2010 include the
following:

   * CityCenter's net revenue was $413 million in the third
     quarter, including $166 million related to residential
     operations, of which $28 million related to forfeited
     residential deposits;

   * Aria's net revenue was $219 million and Adjusted Property
     EBITDA was $41 million.  Aria's results were positively
     affected by a high table games hold percentage, which
     increased Adjusted Property EBITDA by approximately $26
     million;

   * Aria's occupancy percentage was 82% and its average daily
     rate was $175, resulting in REVPAR of $142; and

   * CityCenter recorded a $93 million impairment charge related
     to its residential inventory due to an increase in estimated
     final costs of the residential components and also recorded a
     $279 million impairment charge related to its Harmon Hotel &
     Spa component due to CityCenter's conclusion that it is
     unlikely the Harmon will be completed using the building as
     it now stands. The Harmon impairment did not affect the
     Company's loss from unconsolidated affiliates because the
     Company's 50% share of the impairment charge had been
     previously recognized by the Company in connection with prior
     impairments of its investment balance.

                        Financial Position

At September 30, 2010, the Company had approximately $12.9 billion
of indebtedness, including $3.4 billion of borrowings outstanding
under its senior credit facility, with available borrowing
capacity under the senior credit facility of approximately
$1.3 billion.

In October 2010 the Company issued 40.9 million shares of
its common stock for total net proceeds to the Company of
approximately $512 million.  In connection with the Company's
issuance, Tracinda sold approximately 27.8 million shares of the
Company's common stock.  The Company will not receive any proceeds
from the sale of such common stock by Tracinda.  The underwriter
has the ability to purchase an additional 6.1 million shares from
the Company and 4.2 million shares from Tracinda up to 30 days
after the original offering to cover overallotments.

Also in October 2010, the Company issued $500 million of 10%
senior notes due 2016, issued at a discount to yield 10.25%, for
net proceeds to the Company of $486 million. The notes are
unsecured and otherwise rank equally in right of payment with the
Company's existing and future senior indebtedness.

The Company used the net proceeds from the issuance of the senior
notes and a portion of the net proceeds from the common stock
offering to effectuate the extension of its senior credit
facility. Revolving commitments and term loans were reduced by
$1.2 billion, leaving $3.6 billion of total commitments that will
mature in February 2014.

The Company's New Jersey trust account received a distribution of
approximately $105 million from Borgata during the third quarter.
The balance in the trust account was approximately $114 million at
September 30, 2010.  All amounts in the trust account, including
the proceeds from the sale of the Company's Borgata interest and
the underlying land parcels, will be distributed to the Company
upon consummation of the sale of the Company's Borgata interest.
"Our recent capital raising transactions extend our maturity
profile and significantly enhance our liquidity," said Dan
D'Arrigo, MGM Resorts International Executive Vice President and
CFO.  "Subsequent to quarter end, we have reduced our debt from
$12.9 billion to $12.3 billion.  We have current availability
under our senior credit facility to cover debt maturities into
2013."

A full-text copy of the earnings release, which includes the
Company's financial statements, is available for free
at http://ResearchArchives.com/t/s?6d90

                        About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

                           *     *     *

As reported by the Troubled Company Reporter on October 18, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
MGM Resorts to stable from developing.  At the same time, S&P
affirmed all of its existing ratings on MGM, including the 'CCC+'
corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

The TCR also reported that Fitch Ratings revised the Rating
Outlook for MGM Resorts to Positive following the company's equity
issuance.  In addition, Fitch affirmed the Issuer
Default Rating at 'CCC'.  MGM's 'CCC' IDR continues to reflect a
credit profile with substantial credit risk.  MGM's probability of
default still displays a high sensitivity to an uninterrupted
recovery in the Las Vegas market, significant reliance on a
favorable refinancing and capital markets environment due to its
heavy debt maturity schedule, a highly leveraged balance sheet
despite potential debt reduction from the equity issuance, and a
weak near-term free cash profile.  In addition, MGM's obligation
under the CityCenter completion guarantee continues to escalate,
and Fitch believes the company is currently under-investing in its
properties, which will likely impact asset quality.


MASSEY ENERGY: Extends Debt Maturity to 2015
--------------------------------------------
Massey Energy Company has entered into an amended and restated
asset-based revolving credit agreement, which provides for
available borrowings, including letters of credit, of up to $200
million, depending on the level of eligible inventory and accounts
receivable.  Subject to certain conditions, at any time prior to
maturity, Massey may elect to increase the size of the facility up
to $250 million.  The previous credit limit was $175 million,
including letters of credit.  The facility's maturity has been
extended to May 2015.  Currently under this facility there are
$76.4 million of letters of credit issued and there are no
outstanding borrowings.

As reported by the Troubled Company Reporter on November 4, 2010,
The Wall Street Journal's Kris Maher said the U.S. Labor
Department filed a preliminary injunction in U.S. District Court
for the Eastern District of Kentucky to close Massey's Freedom
Mine No. 1 in Pike County, Kentucky, until safety hazards are
addressed.  According to the report, federal officials say they
issued nearly 2,000 citations between July 2008 and June 2010 for
safety violations at the mine.  They also noted that six major
roof falls had occurred since August 2010 at the mine, which
employs about 130 miners.

The Journal said Massey has been the focus of greater regulatory
oversight following the April accident that killed 29 workers at
its Upper Big Branch mine in Montcoal, West Virginia, in the worst
coal-mining accident in 40 years.

"Massey does not believe the mine is unsafe," the company said in
a statement, the Journal related.

According to the Journal, Massey has taken steps to improve safety
since the April accident.  It stopped production at all of its
underground mines last Friday, and had all of its workers in those
mines attend safety-review training sessions.  The company also
increased its staff of safety personnel to conduct its own
inspections and root out unsafe practices.

Massey has reported a net loss of $41.4 million for the quarter
ended September 30, 2010.  For the first nine months of 2010,
Massey recorded a net loss of $96.5 million.

By comparison, Massey reported net income of $16.5 million in the
third quarter of 2009, and net income of $80.1 million in the
first nine months of 2009.

According to the Journal, people familiar with the matter said
Massey is exploring a potential sale.  Massey also faces several
lawsuits stemming from the accident from shareholders and the
estates of deceased miners.

As reported by the Troubled Company Reporter on October 22, 2010,
Standard & Poor's Ratings Services placed its ratings on Massey,
including its 'BB-' corporate credit rating, on CreditWatch with
developing implications, which means that S&P could affirm, raise,
or lower the ratings following completion of S&P's review.  The
CreditWatch listing followed press reports suggesting that Massey
is exploring strategic options, including a sale to another coal
producer or a private-equity firm, an acquisition of another
company, or remaining independent.

"The outcome of the strategic alternatives could have a negative
effect on S&P's assessment of the company's overall business and
financial risk profiles, given the potential for a debt financed
acquisition of another coal company or leveraged buyout by a
private equity firm or strategic buyer," said S&P credit analyst
Marie Shmaruk.

Alternatively, S&P said, the company's business and financial risk
profiles could improve if it makes an acquisition that expands the
company's geographic and product diversity or it is acquired by a
stronger entity and any potential transaction is funded in such a
way that results in improved credit measures.

Massey Energy Company (NYSE: MEE) --
http://www.masseyenergyco.com/-- headquartered in Richmond,
Virginia, with operations in West Virginia, Kentucky and Virginia,
is the largest coal company in Central Appalachia and is included
the S&P 500 index.  Total assets were $4.703 billion and total
liabilities were $2.812 billion as of September 30, 2010.


MOMENTIVE PERFORMANCE: Earns $29 Million in September 26 Quarter
----------------------------------------------------------------
Momentive Performance Materials Inc. reported its consolidated
results for the fiscal three-month period ended September 26,
2010.  Net income attributable to Momentive Performance Materials
of $29.1 million compared to a net loss attributable to Momentive
Performance Materials of $25.9 million in the fiscal three-month
period ended September 27, 2009.

The Company's balance sheet at Sept. 26, 2010, showed
$3.33 billion in total assets, $3.83 billion in total liabilities,
and a stockholder's deficit $497.78 million.

"In the third quarter, we achieved significant year-over-year
increases in sales and Adjusted EBITDA of approximately 17% and
27%, respectively," said Craig O. Morrison, Chairman and CEO.  He
added, "We benefited in the quarter from improved volumes across
our Silicones business, robust demand in our Quartz segment and an
improved cost structure.  Inflation in raw material costs, though
somewhat offset by pricing actions, and inventory reductions from
our planned second quarter build up, however, negatively impacted
Adjusted EBITDA comparisons on a sequential basis.  Turning to our
balance sheet, we are pleased to report that our proposed
refinancing of approximately $1.25 billion of our senior unsecured
notes has been well received and we expect the related cash tender
offers, bond offering and bond exchange to close in November."

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6d9c

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6d9d

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

As of March 30, 2010, Momentive had $3.22 billion in total assets,
$3.79 billion in total liabilities, and a stockholders' deficit of
$565.8 million.

Momentive carries a 'CCC-' corporate credit rating from Standard &
Poor's Ratings Services.

Standard & Poor's Ratings Services said that it affirmed all its
ratings on Hexion Specialty Chemicals Inc., including the 'B-'
corporate credit rating.  The outlook is stable.  At the same
time, S&P placed all its ratings on Momentive Performance
Materials Inc., including the 'CCC+' corporate credit rating, on
CreditWatch with positive implications.

Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Momentive Performance Materials Inc. to
'B-' from 'CCC+'.  In addition, S&P raised its second lien, senior
unsecured, and subordinated debt ratings by one notch to 'CCC'
(two notches below the corporate credit rating) from 'CCC-'.  The
recovery ratings on these classes of debt remain unchanged at '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.

Moody's Investors Service assigned a Caa1 rating to the guaranteed
senior unsecured notes due 2020 of Momentive Performance Materials
Inc.  Proceeds from the notes will be used to fund the repayment
of roughly $1.2 billion of guaranteed senior unsecured notes due
2014 under the tender offer announced last week.  The new notes
contain a springing lien and would obtain a second lien on
existing collateral if and when the existing $200 million second
lien notes are repaid.  The outlook is stable.


MOMENTIVE SPECIALTY: Posts $116 Mil. Net Income for Sept. 30 Qtr.
-----------------------------------------------------------------
Momentive Specialty Chemicals Inc. reported net income of $116
million for the third quarter of 2010 versus net income of
$60 million in the prior year period.  Third quarter 2010 results
reflected the same factors impacting operating income.

The Company's balance sheet at Sept. 30, 2010, showed
$3.22 billion in total assets, $5.20 billion in total liabilities,
and a stockholder's deficit of $1.99 billion.

"Our record third quarter 2010 Segment EBITDA reflected continued
growth in our specialty products and aggressive cost control
initiatives," said Craig O. Morrison, Chairman, President and CEO
"Third quarter 2010 volumes were six percent lower than our
previous record quarter, which was the first quarter of 2007, but
our segment EBITDA was approximately 19 percent higher compared to
this 2007 quarter demonstrating operating leverage from our
ongoing productivity program."

"In the third quarter of 2010, our significant year-over-year
improvement in Segment EBITDA was driven by strength in our
specialty epoxy, specialty phenolics, oilfield proppants, and
certain international forest products businesses. Our base epoxy
resins and our monomers businesses also continued to benefit from
strong market demand and tight supply conditions during the third
quarter of 2010, which we expect to continue into the fourth
quarter of 2010."

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6d9e

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6d9e

                      About Momentive Specialty

Momentive Specialty Chemicals Inc. is a product of a merger
between Momentive Performance Materials Holdings Inc., and Hexion
Specialty Chemicals, Inc.  Hexion LLC's parent changed its name to
Momentive Specialty Chemicals Holdings LLC following the merger.

Momentive Performance is a producer of silicones and silicone
derivatives, and is engaged in the development and manufacture of
products derived from quartz and specialty ceramics.  As of Dec.
31, 2008, the Company had 25 production sites located worldwide,
which allows it to produce the majority of its products locally in
the Americas, Europe and Asia.  Momentive's customers include
companies in industries, such as Procter & Gamble, 3M, Goodyear,
Unilever, Saint Gobain, Motorola, L'Oreal, BASF, The Home Depot
and Lowe's.

As of March 30, 2010, Momentive had $3.22 billion in total assets,
$3.79 billion in total liabilities, and a stockholders' deficit of
$565.8 million.

Momentive carries a 'CCC-' corporate credit rating from Standard &
Poor's Ratings Services.

Standard & Poor's Ratings Services said that it affirmed all its
ratings on Hexion Specialty Chemicals Inc., including the 'B-'
corporate credit rating.  The outlook is stable.  At the same
time, S&P placed all its ratings on Momentive Performance
Materials Inc., including the 'CCC+' corporate credit rating,
on CreditWatch with positive implications.

Moody's Investors Service assigned a Caa1 rating to the guaranteed
senior secured second lien notes due 2020 of Momentive Specialty
Chemicals Inc. (formerly known as Hexion Specialty Chemicals
Inc.).  Proceeds from the notes will be used to fund the repayment
of $533 million of guaranteed senior secured second lien notes due
2014 under the tender offer announced last week.  These new notes
have access to the same collateral package as the remaining second
lien notes due in 2014.  Moody's also raised MSC's speculative
Grade Liquidity Rating to SGL-2 from SGL-3 and changed MSC's
outlook to positive.


N/A SKOKIE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: N/A Skokie Clavey, LLC
        440 Central Avenue
        Highland Park, IL 60035-0000

Bankruptcy Case No.: 10-49426

Chapter 11 Petition Date: November 3, 2010

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

Judge: Bruce W. Black

Debtor's Counsel: Joel E. Blumenfeld, Esq.
                  MORGAN & BLEY, LTD.
                  900 West Jackson Boulevard
                  Chicago, IL 60607
                  Tel: (312) 243-0006
                  E-mail: jblumenfeld@morganandbleylimited.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Hal Emalfarb, manager.


NEIMAN MARCUS: S&P Assigns 'BB-' Rating to Senior Secured Loan
--------------------------------------------------------------
Standard & Poor's Rating Services said that it assigned its 'BB-'
issue-level rating to Dallas-based The Neiman Marcus Group Inc.'s
extended tranche of its senior secured term loan, with a recovery
rating of '1', indicating S&P's expectation of very high (90%-
100%) recovery in the event of payment default.  The extended
tranche is expected to mature in 2016.

At the same time, S&P affirmed its ratings on Neiman Marcus,
including its 'B' corporate credit rating.  The rating outlook is
stable.

"The ratings on Neiman Marcus reflect S&P's belief that the
company will continue to make modest operational gains because of
increases in luxury consumer spending, and that its credit
protection metrics are likely to improve over the near term
commensurate with an uptick in performance," said Standard &
Poor's credit analyst David Kuntz.

The company's fair business risk profile reflects its
participation in the highly competitive department store sector,
relatively narrow market compared with other department store
operators, and small store base.  Its solid position in the high
service, luxury merchandise specialty department store industry,
strong vendor relationships, and improved operating performance
over the past year somewhat offset these risks.  In S&P's view,
Neiman Marcus has done a good job maintaining its reputation,
merchandise, and customer service.


NETWORK COMMUNICATIONS: Cash Use Agreement Extended 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 this 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.

A full-text copy of the Forbearance Agreement is available for
free at http://ResearchArchives.com/t/s?6db5

                   About Network Communications

Lawrenceville, Ga.-based Network Communications, Inc., is a
leading local media company providing lead generation, advertising
and internet marketing services to the housing industry.  The
Company's leading 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.


NEXTMEDIA GROUP: Court Rejects CBS Outdoor's Claim
--------------------------------------------------
The Hon. Peter J. Walsh disallows CBS Outdoor, Inc.'s unsecured
unliquidated claim, at the behest of NextMedia Group, Inc.

CBS Outdoor asserted the claim on account of a pre-bankruptcy
agreement.  CBS and NextMedia Outdoor, Inc., own and operate
outdoor advertising businesses.  In August 2008, CBS and NextMedia
entered into an asset purchase agreement, whereby CBS purchased
certain site leases, advertising displays, and other assets from
NextMedia for $72 million.  The Agreement contained a purchase
price adjustment mechanism to account for certain future
circumstances affecting the profitability of the Site Leases.  The
Agreement requires CBS to provide to NextMedia within an 18-month
period, "a schedule of those Site Leases acquired by [CBS]
hereunder effective as of the Closing Date (the "True-up
Schedule") that, between the Closing Date and the first
anniversary thereof, have been affected by [certain enumerated
events] . . . [NextMedia] agrees that [CBS] shall have a right to
payment for the Cash Flow Differential for items that are
appropriately scheduled on the True-up Schedule."

CBS did not provide a True-up Schedule.  The parties disagree as
to whether NextMedia's obligation to pay was conditioned upon
CBS's timely submission of the True-up Schedule.

Judge Walsh rules that providing a True-up Schedule within the
specified timeframe was a condition, and due to CBS's inexplicable
failure to comply with this condition, NextMedia has no liability
for the Claims.

A copy of Judge Walsh's Memorandum Opinion dated November 5, 2010,
is available at http://is.gd/gPLtifrom Leagle.com.

Greenwood Village, Colorado-based NextMedia Group, Inc., provides
out-of-home media services through radio broadcasting and outdoor
advertising.  The Debtors operate an aggregate of 36 AM and FM
radio stations in a total of seven rated and unrated small, mid-
size and suburban markets, including the Greenville-New Bern-
Jacksonville, North Carolina area; the Saginaw-Bay City-Midland,
Michigan area; Canton, Ohio; Myrtle Beach, South Carolina; San
Jose, California; suburban Chicago; and suburban Dallas.

NextMedia Group filed for Chapter 11 bankruptcy protection on
December 21, 2009 (Bankr. D. Delaware Case No. 09-14463).  The
Debtor's affiliates, NextMedia Investors LLC, et al., also filed
Chapter 11 bankruptcy petitions.  Paul N. Heath, Esq.; Michael J.
Merchant, Esq.; and Chun I. Jang, Esq., at Richards Layton &
Finger, assisted the Debtors in their restructuring efforts.
NextMedia Group listed $50 million to $100 million in assets and
$100 million to $500 million in liabilities.

Jascon S. Brookner, Esq., and Monica S. Blacker, Esq., at Andrew
Kurth LLP in Dallas, Texas, serve counsel for the Reorganized
Debtors.

On March 22, 2010, the Bankruptcy Court entered an order
confirming the Debtors' Amended Joint Chapter 11 Plan of
Reorganization, as modified on March 18, 2010.  The Debtors
emerged from Chapter 11 on May 27, 2010.


NYC OTB: Files Plan to Restructure, Emerge From Bankruptcy
----------------------------------------------------------
The New York City Off-Track Betting Corp. has filed its
bankruptcy-exit plan, which sheds new light on the legislative
changes it deems essential to the success of its restructuring,
Dow Jones' Small Cap reports.

According to the report, while NYC OTB and its key creditors
struck a deal last month regarding the terms of the organization's
restructuring, NYC OTB didn't identify all of the specific state-
law changes it would seek.  The report relates that the
organization now lists 17 legislative provisions in its Chapter 9
plan of adjustment that must be enacted for that plan to take
effect.

NYC OTB, the report notes, said that it has included the New York
state legislature and Gov. David A. Paterson's office in its
negotiations.  "The debtor believes that it will not be able to
operate without continuing losses unless the legislation is
enacted and this plan is confirmed and becomes effective," NYC OTB
said in court papers, the report adds.

                          About NYC OTB

New York City Off-Track Betting Corporation is a public benefit
corporation, which operates an off-track pari-mutuel betting
system on thoroughbred and harness horse races held at all 11 race
tracks located in New York State and certain race tracks located
outside of the State.  Since NYC OTB's inception in 1971, it has
made payments of nearly $2 billion to the State horse racing
industry, more than $1.4 billion to New York City and nearly
$600 million to the State.  In 2008 alone, NYC OTB made statutory
contributions in an aggregate amount of $128.6 million to the
State horse racing industry, the State, the City, and other local
municipalities.  NYC OTB's operations are regulated by the State.

NYC OTB filed for bankruptcy under Chapter 9 of the Bankruptcy
Code on December 3, 2009 (Bankr. S.D.N.Y. Case No. 09-17121).  OTB
is represented by Richard Levin, Esq., at Cravath, Swaine & Moore
LLP., in New York, and Michael S. Fox, Esq., Herbert C. Ross,
Esq., David Y. Wolnerman, Esq., at Olshan Grundman Frome
Rosenzweig & Wolosky LLP in New York.

At September 30, 2009, NYC OTB had $18,468,147 in total assets
against $74,912,742 in total current liabilities, $6,982,887 in
long-term liabilities, and $201,020,000 in long-term post
employment benefits.


ORLEANS HOMEBUILDERS: Bonding Firms Object to Plan Confirmation
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist at Bloomberg News, reports
that Orleans Homebuilders Inc. received several objections to the
reorganization plan scheduled for approval at a Nov. 16
confirmation hearing.

According to the report, providers of surety bonds objected to
confirmation, saying no provision has been made for bonds to cover
ongoing maintenance of improvements such as roads and sewers.
Liberty Mutual Insurance Co. and Travelers Casualty & Surety Co.
of America supplied bonds to insure the construction of
improvements.  They say their bonds don't cover ongoing
maintenance of the improvements.  Thus they say the plan isn't
feasible and should not be confirmed.

Mr. Rochelle adds that the Internal Revenue Service also filed an
objection, saying that Orleans is yet to file all required tax
returns. The IRS opposes confirmation unless and until all returns
are filed.  The IRS says it has a $2 million priority claim and a
$4.4 million general unsecured claim.

The Plan will give stock and new secured debt to revolving credit
lenders owed $234 million.  Unsecured creditors are to receive
recoveries from lawsuits and a sharing in proceeds from sales of
properties after secured debt is paid.  Revolving credit lenders
will recover between 67% and 87% if they vote in favor of the
plan. Unsecured creditors should see between 3.4% and 5.25% if
they vote "yes" as a class.  The plan reduces debt from more than
$400 million to less than $200 million.

                    About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10684).  Cahill Gordon & Reindell
LLP is the Debtor's bankruptcy and restructuring counsel.  Curtis
S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, are the Debtor's Delaware and restructuring
counsel.  Blank Rome LLP is the Debtor's special corporate
counsel.  Garden City Group Inc. is the Debtor's claims and notice
agent.  The Company estimated assets and debts at $100 million to
$500 million.


PACIFIC RUBIALES: Fitch Affirms Issuer Default Ratings at 'BB-'
---------------------------------------------------------------
Fitch Ratings has affirmed Pacific Rubiales Energy Corp.'s foreign
and local currency Issuer Default Ratings of 'BB-'.  The rating
action affects US$450 million of senior unsecured notes with final
maturity in 2016.  The Rating Outlook is Stable.

Pacific Rubiales' ratings are supported by the company's
leadership position as the largest independent oil and gas player
in Colombia and its strong management with recognized expertise in
heavy oil exploration and production.  The ratings also reflect
the company's strong liquidity and adequate leverage.  Pacific
Rubiales' credit quality is tempered by the company's small scale
of production and relatively small reserve profile as well as its
production concentration in the Rubiales-Piriri and La Creciente
fields.  The company also benefits somewhat from its partnerships
with Ecopetrol (IDR 'BB+'), Colombia's national oil and gas
company, which supports Pacific Rubiales' investments and shares
production.

Solid Financial Profile:

The ratings reflect the company's adequate financial profile
characterized by relatively low leverage and strong interest
coverage.  As of the last 12 months ended June 30, 2010, the
company reported low leverage ratios; total debt (including the
unsecured subordinated convertibles of US$220 million) to EBITDA
was 1.2 times; and total debt-to-total proved reserves was US$2.7
per barrels of oil equivalent.  Total debt to Proved Developed
Producing reserves, although high at approximately US$6.0/boe as
of June 30, 2010, is considered adequate for the rating category.
As of June 30, 2010, debt of approximately US$723 million was
primarily composed of approximately US$450 million of senior
unsecured notes due 2016 and US$220 million of unsecured
subordinated convertibles notes due in 2013.  The balance was
capital lease obligations of the company.  As of the LTM ended
June 30, 2010, Pacific Rubiales reported an EBITDA, as measured by
operating income plus depreciation and stock-based compensation,
of US$609 million.

Improving Operating Metrics:

Pacific Rubiales' business operations have been expanding rapidly
and the company's growth strategy is considered somewhat
aggressive.  The company reserve replacement ratio was 500+% in
2009 and its current reserve life index is approximately 12 years
using current production levels, net of royalties of approximately
61,000 boe per day.  During the past three years, the company
increased gross production to approximately 153,000 boe/d from
approximately 20,000 boe/d.  As of December 2009, Pacific
Rubiales' proved (1P); proved and probable (2P) net of royalties;
and proved developed producing reserves amount to approximately
228 million, 280 and 120 million boe, respectively.  The company's
reserves are composed of heavy crude oil (73%) and natural gas
(25%), with the balance being light and medium oil (<1%).  As of
June 30, 2010, Pacific Rubiales had more than 14 million acres of
prospective exploration blocks, which will require significant
funds to develop.  In the short term, the company plans to devote
its efforts developing the Quifa block, which has a concession
through 2030 and surrounds the Rubiales-Piriri block.

Small and Concentrated Production Profile:

Pacific Rubiales ratings reflect the company's production
concentration and relatively small reserve base and production.
Although Pacific Rubiales currently has interest in eight
productive blocks and exploration agreements in 38 blocks, the net
production of approximately 61 thousand boe/d is concentrated in
two fields, Rubiales-Piriri and La Creciente.  Rubiales-Piriri,
which produces heavy crude oil and has a concession that expires
in 2016, accounts for 76% of current production.  La Creciente,
which produces natural gas, accounts for 18% of current
production.  This limited diversification exposes the company to
operational as well as economical risks associated with small
scale heavy oil production.  In the future, diversification away
from Rubiales-Piriri geographic location would be positive for the
company's credit quality.

Negative Free Cash Flow Due to Large Capex:

Free cash flow (cash flow from operations less capital
expenditures) has been and is expected to remain negative in
the short term given the company's current period of growth.
For the LTM ended June 30, 2010, free cash flow was negative
US$140 million mainly due to the significant capital expenditure
of US$575 million during the same period.  Pacific Rubiales'
significant capital expenditures plans over the next few years
will likely result in negative free cash flow in the near term.
Increasing production at the Rubiales-Piriri and reserves in the
surrounding Quifa block are expected to account for the bulk of
the company's capital expenditure, which is expected to be
approximately US$2.5 billion over the next four years.

Strong Liquidity Position:

The company's current liquidity position is considered strong,
characterized by robust cash on hand, strong cash flow generation
and manageable short-term debt obligations.  As of the LTM ended
June 30, 2010, Pacific Rubiales funds from operations generation
was US$483 million and its cash on hand was US$584 million,
while its short-term debt amounted to only US$18 million.  The
company's liquidity position is also supported by approximately
US$450 million of committed and uncommitted credit facilities,
which as of June 30, 2010, had not been used.  Going forward, the
company is expected to have a manageable debt amortization
schedule, although its liquidity position will be somewhat weaker
due to its aggressive capital expenditure plan that will demand
significant financial resources.  Capital investments are expected
to be funded for the most part with cash on hand and internal cash
flow generation.

Stable Outlook:

Factors that could result in a positive rating action include an
increased diversification or the production profile of the
company, consistent growth in both production and reserves,
positive free cash flow generation and/or the extension of the
Rubiales-Piriri concession which expires in 2016.  Factors that
could result in a negative rating action include sustained
adjusted leverage above 3x and/or production and reserve declines.


PAUL HENDERSON: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Paul A. Henderson
        127 Remo Place
        Palm Beach Gardens, FL 33418

Bankruptcy Case No.: 10-44034

Chapter 11 Petition Date: November 3, 2010

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

Judge: Paul G. Hyman, Jr.

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

Scheduled Assets: $2,641,522

Scheduled Debts: $75,224,549

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-44034.pdf


PRECISION DRILLING: Moody's Upgrades Corp. Family Rating to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service upgraded Precision Drilling
Corporation's Corporate Family Rating and Probability of Default
Rating to Ba1 from Ba2 and assigned a Ba2 rating to its proposed
US$550 million senior unsecured notes.  Moody's also raised
Precision's Speculative Grade Liquidity rating to SGL-2 from SGL-
3, indicating good liquidity.  The proceeds of the new notes will
be used to repay amounts outstanding under existing credit
facilities and for general corporate purposes.  The rating outlook
is stable.

Upgrades:

Issuer: Precision Drilling Corporation

  -- Probability of Default Rating, Upgraded to Ba1 from Ba2

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

  -- Corporate Family Rating, Upgraded to Ba1 from Ba2

Assignments:

Issuer: Precision Drilling Corporation

  -- Senior Unsecured Regular Bond/Debenture, Assigned a range of
     72 - LGD5 to Ba2

                        Ratings Rationale

"The upgrade in CFR reflects Precision's anticipated favorable
operating performance in the currently strong market for its high
performance directional drilling rigs, significant debt reduction
since acquiring Grey Wolf in late 2008 and Moody's expectation
that debt will not increase materially from current levels," said
Moody's analyst, Terry Marshall.  "The upgrade also considers the
company's contract rig position, coupled with its program of
conducting new-builds only when contracts for these rigs are in
hand."

Precision's Ba1 Corporate Family Rating reflects its favorable
market position and broad geographic footprint in the major North
American land drilling markets, a high quality rig fleet, low
leverage, and history of conservative fiscal management.  The
rating also considers the company's solid operating margins, the
capacity to generate free cash flow, and longstanding customer
relationships that reduce cash flow volatility.  Precision's
servicing and manufacturing businesses, while small, also add some
diversity to the revenue mix.  The rating is restrained by
concentration in one general major market, North America, the
inherent cyclicality of contract land drilling, and the weak
fundamentals of the natural gas industry.

Precision's SGL-2 liquidity rating reflects good liquidity.
Moody's expect that in 2011 internal cash flow and cash on hand
will cover interest payments, cash taxes, capital expenditures,
and working capital requirements.  Pro forma for the notes
offering, Precision will have approximately C$155 million of cash
and US$625 million of availability under its US$650 million
revolving credit facility after accounting for US $25 million of
letters of credit.  Precision should be comfortably in compliance
with its financial covenants in 2011.  Alternative sources of
liquidity are limited principally to the sale of existing assets,
which are largely encumbered.

The stable outlook reflects Precision's contracted rig position,
Moody's expectation that its rig utilization will remain favorable
through at least 2011 and the company's favorable leverage.  A
positive rating action is unlikely in the next 12-18 months.
However, the outlook could be changed to positive if the company
settles its contingent tax liability in a manner that does not
increase leverage from current levels, and the outlook for North
American gas drilling activity stabilizes.  Moody's would also
look for a greater proportion of contracted rigs and broader
presence outside of North America or diversity in line of service
for any positive rating action.  A negative rating action is
unlikely in 2011.  Longer term, negative pressures may result if
leverage increases considerably from the levels in combination
with a prolonged downturn in the North American onshore drilling
market.  More specifically, the rating could be lowered if debt to
EBITDA appears unsustainable below 3.0x.

Precision Drilling Corporation is a Calgary, Alberta-based
corporation engaged in onshore drilling and providing well
completion and production services to upstream oil and gas
companies in North America.


PRECISION PARTS: Committee Wants to File Avoidance Suits
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist at Bloomberg News, reports
that the official committee of unsecured creditors for Precision
Parts International Services Corp. is seeking authority to pursue
lawsuits to recover payments made by the Debtor within 90 days of
the Chapter 11 filing in December 2008.  The Committee says that
PPI consents to allowing the committee to pursue preference suits.

Mr. Rochelle relates that the Creditors Committee says that its
constituency is likely to be the beneficiaries of preference
recoveries.  The Committee's constituency will also be the
defendants in the preference suits, according to Mr. Rochelle.

The Creditors Committee, Mr. Rochelle notes, says that immediate
action is required because the two-year deadline for filing
preference suits comes on Dec. 12.  The Committee wants the motion
for authority to sue to be heard at a hearing on Nov. 12.

PPI sold it assets in March for $16 million, with $9.8 million
paid to secured creditors.  After the Official Committee of
Unsecured Creditors challenged the validity of the secured
lenders' claim, it obtained a settlement in which $575,000 was
carved out for the Company's creditors.  In addition to $150,000
cash, unsecured creditors are to receive some recoveries from
lawsuits, plus other excess cash, if any.

                       About Precision Parts

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sold products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  PPI and its units operated six manufacturing
facilities throughout North America, including a facility in
Mexico operated on their behalf by Intermex Manufactura de
Chihuahua under a shelter and logistics agreement.

The Company and eight of its affiliates filed for Chapter 11
protection on December 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  Attorneys at Pepper Hamilton LLP are bankruptcy
counsel to the Debtors.  Alvarez & Marsal North America LLC is the
Debtor's financial advisors and Kurtzman Carson Consultants LLC is
the claims, noticing and balloting agent.  PPI Holdings, Inc.,
estimated assets and debts between $100 million and $500 million
in its Chapter 11 petition.


QOC I LLC: Court to Consider Request to Dismiss Case Today
----------------------------------------------------------
The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the
Southern District of Florida will convene a hearing today,
November 8, 2010, at 9:30 a.m., to consider the request to dismiss
the Chapter 11 case of QOC I LLC.

As reported in the Troubled Company Reporter on October 8, Wells
Fargo Securities, LLC, and Wells Fargo Bank, N.A., asked the Court
to dismiss the Debtor's case because the bankruptcy constitutes a
"bad faith" filing.  Wells Fargo asserted that its operations
consist primarily of "owning life insurance policies previously
issued by insurance companies and sold in the life settlement
market.

Wells Fargo also challenged the value that QOC I has assigned to
the life insurance policies.  While QOC I asserted that its assets
are worth $160-165 million (i.e., in excess of Wells Fargo's
claims), the bank asserted that the policies "have a present
market value of not more than $100 million.

                       About QOC I LLC

Boca Raton, Florida-based QOC I LLC owns previously issued life
insurance policies purchased in the life settlement market.

QOC I filed for Chapter 11 bankruptcy protection on October 1,
2010 (Bankr. S.D. Fla. Case No. 10-40153).  Attorneys at Genovese
Joblove & Battista, P.A., serve as counsel to the Debtor.  The
Debtor estimated its assets and debts at $100 million to $500
million as of the Petition Date.


QR PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: QR Properties, LLC
        32 Sandy Pine Road
        Templeton, MA 01468

Bankruptcy Case No.: 10-45514

Chapter 11 Petition Date: November 3, 2010

Court: U.S. Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Melvin S. Hoffman

Debtor's Counsel: Joseph G. Butler, Esq.
                  BARRON & STADFELD, P.C.
                  100 Cambridge Street, Suite 1310
                  Boston, MA 02114
                  Tel: (617) 723-9800
                  E-mail: JGB@Barronstad.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. F. Rolla, manager.


RADIO ONE: Discloses Terms of Amended Exchange Offer
----------------------------------------------------
Radio One, Inc. disclosed the amended terms of its pending
exchange offer that is designed to refinance substantially all of
its existing indebtedness under its 87/8% Senior Subordinated
Notes due 2011 and its 63/8% Senior Subordinated Notes due 2013.
The Company also announced terms of a proposed comprehensive
amendment to its existing senior secured credit facility.  Key
terms of these transactions include:

An amended exchange offer pursuant to an Amended and Restated
Exchange Offer and Consent Solicitation Statement and Offering
Memorandum, dated as of November 5, 2010 to offer: (i) $1,000
principal amount of the Company's new 12.5%/15.0% Senior
Subordinated Notes due 2016 in exchange for each $1,000 in
principal amount of the 2011 Notes; and (ii) $950 principal amount
of Exchange Notes in exchange for each $1,000 principal amount of
the 2013 Notes, along with a concurrent consent solicitation to
amend the indentures governing the Existing Notes to delete
substantially all of the covenants contained therein.  The terms
of the Exchange Notes have been amended to provide for, among
other things, (i) a maturity of sixty-six months after initial
issuance, (ii) interest to accrue at a rate of 12.5% per annum if
paid in cash (or 15.0% per annum if paid partially in cash and
partially through the issuance of additional Exchange Notes, if
the Company so elects through May 15, 2012) and (iii) that such
Exchange Notes will only be subordinated in right of payment to
borrowings of up to a maximum of $415 million and any other
obligations under the Company's Credit Facility.

An amendment to the Credit Facility that will, among other things:
(i)  establish new financial covenant levels; (ii) permit the
Amended Exchange Offer and the payment of interest on the 2013
Notes that was otherwise due and payable on August 16, 2010; (iii)
waive any existing default or event of default that may have
arisen under the Credit Facility prior to the effectiveness of the
Credit Facility Amendment; (iv) replace $323.0 million of
outstanding revolving loans with a new term loan; (v) provide
revolving credit borrowings of up to $20.0 million that the
Company can utilize for working capital and general corporate
purposes and an additional $18.8 million that can only be used for
certain specified purposes, in each case subject to certain
conditions and limitations; and (vi) effect other amendments to
permit the Amended Exchange Offer to occur in accordance with the
terms set forth in the Amended Offering Memorandum.

The Company has negotiated the terms of the Credit Facility
Amendment with Wells Fargo Bank, N.A., as administrative agent.
To be effective, the Credit Facility Amendment must be approved by
financial institutions holding the majority of outstanding loans
and commitments.  The effectiveness of the Credit Facility
Amendment is also conditioned on the completion of the Amended
Exchange Offer.  Furthermore, the Company will not complete the
Amended Exchange Offer or issue the Exchange Notes in respect of
the Existing Notes unless either prior to or concurrently
therewith the Credit Facility Amendment has been entered into by
the requisite parties.  Thus, the transactions are conditional
upon one another.

The Company has entered into a Support Agreement with certain
holders of Existing Notes, who collectively represent
approximately 86.8% of the aggregate principal amount of the
outstanding Existing Notes with approximately 84.7% of the
aggregate principal amount of the outstanding 2011 Notes and
approximately 87.9% of the aggregate principal amount of the
outstanding 2013 Notes, pursuant to which such holders agreed,
subject to the terms and conditions set forth therein, to tender
all of their Existing Notes into the Amended Exchange Offer.  The
previously announced Support and Backstop Agreement, dated June
16, 2010, terminated in accordance with its terms on September 1,
2010.
In the event the Amended Exchange Offer is successfully completed,
the Company anticipates the payment blockage notice previously
delivered by the Agent to the trustee under the indenture relating
to the 2013 Notes will be terminated and the Company will be
permitted to pay the interest that was due on August 16, 2010 to
holders of the 2013 Notes.  Holders of 2013 Notes who tender their
notes in the Amended Exchange Offer will receive such overdue
interest on the Settlement Date.

The completion of the Amended Exchange Offer is subject to a
number of conditions, including a minimum tender condition that
(i) at least 95% of the combined aggregate principal amount
outstanding of the 2011 Notes and the 2013 Notes be validly
tendered and not withdrawn and (ii) at least 95% in aggregate
principal amount of the 2011 Notes be validly tendered and not
withdrawn.   The Offer Conditions also require that all conditions
to entry into the Credit Facility Amendment are concurrently
satisfied or waived and continue to be satisfied or waived until
the Settlement Date.  Under the terms of the Support Agreement,
the Company is required to obtain the consent of holders
representing at least 50% of the aggregate principal amount of
Existing Notes held or controlled by parties to the Support
Agreement before amending, modifying or waiving any of the Offer
Conditions, including the Minimum Tender Condition.  As of 5:00
p.m., New York City time, on November 5, 2010, approximately 92%
of the combined aggregate principal amount outstanding of the 2011
Notes and the 2013 Notes, including approximately 78% of the 2011
Notes, had been validly tendered into the exchange offer and not
withdrawn.

The Amended Exchange Offer provides limited withdrawal rights.
Tenders of Existing Notes and related consents made at any time
prior to 5:00 p.m., New York City time, on November 5, 2010 may be
withdrawn at any time prior to 5:00 p.m., New York City time, on
November 12, 2010, but not thereafter.  Tenders of Existing Notes
and related consents made at any time after 5:00 p.m., New York
City time, on November 5, 2010 may not be withdrawn.
The Amended Exchange Offer is only made, and copies of the
offering documents will only be made available, to holders of
Existing Notes that have certified certain matters to the Company,
including their status as a "qualified institutional buyer" within
the meaning of Rule 144A under the Securities Act of 1933, as
amended, an institutional "accredited investor" within the meaning
of Rule 501(a)(1), (2), (3), or (7) under the Securities Act or as
a "non-U.S. Person" within the meaning of the Securities Act.  BNY
Mellon Shareowner Services is acting as exchange agent and
information agent and may be contacted at (800) 777-3674 or (201)
680-6579.

The Amended Exchange Offer will expire at 5:00 p.m., New York City
time, on November 19, 2010, unless extended by the Company, which
time is the "Expiration Time."  The "Settlement Date" will be a
date promptly following the Expiration Time, assuming the Offer
Conditions continue to be satisfied or waived.

The Company also filed a Current Report on Form 8-K which provides
additional detail on the transactions summarized in this press
release.


                          About Radio One

Lanham, Maryland-based Radio One, Inc. (Nasdaq:  ROIAK and ROIA)
-- http://www.radio-one.com/-- is a diversified media company
that primarily targets African-American and urban consumers.  The
Company is one of the nation's largest radio broadcasting
companies, currently owning 53 broadcast stations located in 16
urban markets in the United States.

The Company owns a controlling interest in Reach Media, Inc. --
http://www.blackamericaweb.com/-- owner of the Tom Joyner Morning
Show and other businesses associated with Tom Joyner.  Beyond its
core radio broadcasting business, Radio One owns Interactive One
-- http://www.interactiveone.com/-- an online platform serving
the African-American community through social content, news,
information, and entertainment, which operates a number of branded
sites, including News One, UrbanDaily, HelloBeautiful, Community
Connect Inc. -- http://www.communityconnect.com/-- an online
social networking company, which operates a number of branded Web
sites, including BlackPlanet, MiGente, and Asian Avenue and an
interest in TV One, LLC -- http://www.tvoneonline.com/-- a
cable/satellite network programming primarily to African-
Americans.

Ernst & Young LLP, in Baltimore, Maryland, expressed substantial
doubt about the Company's ability to continue as a going concern
in its report on the Company's restated consolidated financial
statements for 2009.  The independent auditors noted that in June
and July 2010 the Company violated certain covenants of its loan
agreements, which ultimately may result in significant amounts of
outstanding debt becoming callable by lenders.

Moody's Investors Service has repositioned Radio One Inc.'s
Probability of Default Rating to Caa2/LD, from Caa2, following
expiration of the 30-day grace period under the indenture
governing the company's 6.375% senior subordinated notes due 2013.
The August interest payment was not made in accordance with the
scheduled terms, and Moody's treats the failure to meet the
original contractual terms as a limited default.  All of Radio
One's debt ratings remain under review for possible downgrade,
including Radio One's Caa1 corporate family rating.

In August 2010, Radio One Inc., warned in a regulatory filing that
it may have to file for bankruptcy absent an extension of a
forbearance agreement or waiver from its lenders.


RCN CORP: S&P Assigns 'B' Rating to $45 Mil. Term Loan C
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its issue-
level and recovery ratings to Herndon, Va.-based metro fiber
provider RCN Corp.'s (d/b/a Sidera Networks) proposed incremental
$45 million term loan C under its existing senior secured credit
facility.  Sidera also plans to increase its revolver by
$25 million to $50 million in the proposed transaction.  S&P rated
the incremental loan 'B' with a '4' recovery rating, which
indicates S&P's expectation for average (30%-50%) recovery in the
event of default.  The company plans to use the proceeds to fund
the $42.5 million acquisition price for Philadelphia-based data
center colocation provider Cross Connect Solutions, Inc., and pay
related fees and expenses.

At the same time, S&P affirmed the 'B' corporate credit rating and
all issue ratings on Sidera.  The outlook is stable.

"S&P expects credit measures to remain consistent with its
assumptions for the rating and its financial risk assessment,"
said Standard & Poor's credit analyst Michael Senno," despite a
modest increase in adjusted leverage from the transaction, and
slower-than-expected sales growth year to date." Pro forma for the
transaction, S&P expects Sidera's leverage to increase to about
5.8x total debt to last-12-month EBITDA as of Sept. 30, 2010, from
5.5x on a stand-alone basis and without the increased debt.  S&P's
adjustments include adding the present value of operating leases
and 100% of preferred stock to debt.

"The ratings on Sidera continue to reflect a highly leveraged
capital structure, significant competition in tier 1 markets, and
customer concentration," added Mr. Senno.  The ratings also
reflect elevated capital expenditures, which could impair net free
cash flow generation.  Tempering factors include strong demand for
bandwidth, particularly in the wireless and financial services
segments that Sidera serves, a recurring revenue stream bolstered
by long-term contracts, and solid profitability measures.


REHOBOTH CHURCH: SummitBridge Can Foreclose on Two Properties
-------------------------------------------------------------
The Hon. Nancy V. Alquist signs off on a Stipulation and Consent
Order terminating the automatic stay in the bankruptcy case of
Rehoboth Church of Deliverance to allow SummitBridge National
Investments LLC to pursue its rights with respect to the real
properties known as 603 and 605 E. Patapsco Avenue, in Baltimore,
Maryland.  The properties are encumbered by a loan from PNC Bank,
N.A.  Summit assumed that loan prepetition.  Rehoboth has
defaulted by, among other things, failing to make payments when
due.  As of the Petition Date, Rehoboth owed $1,173,847.24,
exclusive of fees and other charges.

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

Summitbridge is represented in the case by:

          Joshua D. Bradley, Esq.
          Rosenberg Martin Greenberg, LLP
          25 South Charles Street, Suite 2115
          Baltimore, Maryland 21201
          Telephone: (410)649-4995

Based in Randallstown, Maryland, Rehoboth Church of Deliverance
filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No.
10-23467) on June 15, 2010.  Stephen J. Kleeman, Esq., serves as
the Debtor's bankruptcy counsel.  The Debtor scheduled $412,885 in
assets and $1,117,424 in debts.


RUBIO INVESTMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Rubio Investment Properties LLC
        205 N. Caloosahatchee Drive
        Jupiter, FL 33458

Bankruptcy Case No.: 10-26752

Chapter 11 Petition Date: November 3, 2010

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

Debtor's Counsel: Richard J. McIntyre, Esq.
                  MCINTYRE, PANZARELLA, THANASIDES & ELEFF
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  E-mail: rich@mcintyrefirm.com

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

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

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


SENECA GAMING: Moody's Confirms 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service confirmed Seneca Gaming Corporation's B1
Corporate Family and Probability of Default ratings, B1 rating on
the company's $500 million senior unsecured notes due 2012, and
affirmed SGL-3 Speculative Grade Liquidity rating.  A negative
rating outlook was assigned.  The rating actions conclude the
review process that was initiated on July 22, 2010.

Concurrently, Moody's assigned a B1 rating to SGC's proposed
$325 million senior unsecured notes due 2018.  The proceeds from
the bond offering together with new (unrated) $225 million senior
secured credit facilities will be used to refinance the company's
$500 million senior notes due May 2012.  The B1 rating on these
notes will be withdrawn once the transaction closes.

New rating assigned:

  -- $325 million senior unsecured notes due 2018 at B1 (LGD 4,
     56%)

Ratings confirmed and LGD assessments revised where applicable:

  -- Corporate Family Rating at B1

  -- Probability of Default Rating at B1

  -- $500 million senior unsecured notes due 2012 at B1 (LGD 4,
     52%)

                        Ratings Rationale

The confirmation of SGC's B1 Corporate Family Rating considers
that the Seneca Nation of Indians -- SGC's owner -- will fund into
a blocked account with a third party, amounts sufficient to fully
fund amounts allegedly due as of that date for exclusivity fee
payments to New York State as well as amounts owed going forward.
In Moody's view, this alleviates previous concerns that there was
no formal assurance that the Nation will have or make these funds
available if it is determined that as part of any settlement, all
or a portion of it has to be paid to the State.  On October 6,
2010, the Nation received of a copy of written notice from State
officials of a claimed breach by the Nation of the Compact.  The
October 6, 2010 letter, in response to correspondence from, and
action of, the Nation, alleges that the Nation owes the State
approximately $200 million for exclusivity payments.  Reportedly,
the Nation and the State are currently in discussions regarding
this dispute.

SGC's B1 Corporate Family Rating also incorporates the company's
planned refinancing which will extend the company's debt maturity
profile, the company's relatively stable operating performance,
healthy operating margin, and moderately high leverage.  Pro forma
debt/EBITDA (including Moody's standard analytical adjustments and
$159 million Special Obligation Bonds issued by the Nation) is
about 4 times.  Key credit concerns include SGC's small size,
gaming concentration in one state, relatively weak gaming demand
trends in Western New York, and significant dividend obligation
and other risks common to Native American gaming issuers.

The negative rating outlook recognizes that the exclusivity fee
dispute between the Nation and State has not yet been resolved.
It also incorporates the negotiated and political nature of the
Compact settlement process combined with the uncertainty of the
timing, amount and future terms of any settlement going forward.
Thus, it is difficult for Moody's to assume that this dispute will
be resolved in favor of the Nation.  The negative rating outlook
also considers the continued uncertainty surrounding the Internal
Revenue Service's review at the Nation related to federal income
tax withholding on payment to its tribal members.

Ratings could be downgraded if the outcome of the Compact
resolution is unfavorable in a manner that Moody's believes will
impair SGC's gaming operations and debt service capability.  In
the extreme event that a settlement regarding the compact fee
dispute is not reached, and the Compact is terminated, SGC's
ability to operate a class III gaming facility would be in
jeopardy.  Separately, ratings could be lowered if debt/EBITDA
were to increase over 4.5x or liquidity deteriorates.

A higher rating is unlikely over the foreseeable future given the
current status of the Compact dispute.  The ratings outlook could
return to stable if the Compact dispute and IRS review are
resolved without a material operating or financial impairment to
SGC and the company demonstrates the ability to maintain leverage
below 4.0 times.  A higher rating would require that SGC achieve
and sustain debt/EBITDA of 3 times, and SGC and the Nation
demonstrate strong corporate governance characteristics.

Seneca Gaming Corporation owns and operates Seneca Niagara Falls
Casino and Hotel in Niagara Falls, NY, Seneca Allegany Casino and
Hotel in Salamanca, NY, and Seneca Buffalo Creek Casino in Erie
County, NY.  Net revenues for the twelve-month period ended
June 30, 2010, were approximately $578 million.


SANTA YSABEL RANCH: Foreclosure Sale on November 23
---------------------------------------------------
Tonya Strickland, writing for The Tribune in San Luis Obispo,
California, reports that 49 remaining parcels at Santa Ysabel
Ranch, about 500 acres of home lots in Templeton, are scheduled
for auction at 11:30 a.m. Nov. 23 outside the San Luis Obispo
County Courthouse.  According to The Tribune, David Weyrich,
trustee of the ranch, has defaulted on a roughly $23 million loan
through Lafayette-based R.E. Loans Inc. that packages the ranch
with the Carlton Hotel in Atascadero, which the firm is also
foreclosing on.

The Tribune also relates R.E. Loans consultant Rick Dishnica said
instead of selling the landmark Atascadero hotel on the courthouse
steps, they are negotiating a forbearance agreement on the
property.  The negotiations could end a few months after the
anticipated sale of the ranch, he said.

The Tribune relates the amount of unpaid debt on the packaged
loan, including interest, was not available, but Mr. Weyrich has
been defaulting for "more than a year or so or very well more than
two years," Mr. Dishnica said.  Mr. Weyrich could not be reached
for comment, The Tribune says.


SHS RESORT: Files List of 20 Largest Unsecured Creditors
--------------------------------------------------------
S.H.S. Resort, LLC, has filed with the U.S. Bankruptcy Court for
the Middle District of Florida a consolidated list of its 20
largest unsecured creditors:

   Entity                       Nature of Claim       Claim Amount
   ------                       ---------------       ------------
Diane Nelson $789,723.71
Tax Collector
P.O. Box 10821
Clearwater, FL 33767              Property Tax            $789,724

Florida Department of Revenue
c/o Lisa Vickers
5050 W. Tennessee Street            Sales Tax             $256,740
Tallahassee, FL

Olympia Hotels Mgmt, LLC
100 N. Main Street
Suite 206
Safety Harbor, FL                Management Fees          $100,748

Bank of America                  Unsecured Credit          $42,168

City of Safety Harbor              Advertising             $37,203

AVI-SPL                                                    $31,439

Miles Media Group, LLLP                                    $25,820

Alsco                                                      $24,089

First Ins. Funding Corp.                                   $22,133


FFVA Mutual Insurance Co.                                  $18,916

Paul's Comm'l Cleaning Service                             $18,490

Sysco Food Svces W. Coast                                  $17,358

Ikon Financial Service                                     $15,931

Kerstin Florian International                              $14,914

Hanlon Acoustical Ceilings                                  $8,397

Safety Harbor Medical Wellness                              $7,963

Tampa Bay Magazine                                          $7,500

Sabre Hospitality Solutions                                 $7,270

Cendyn                                                      $6,850

Wells Fargo Bank, N.A.              Mortgage                    $1

Safety Harbor, Florida-based S.H.S. Resort, LLC, aka Safety Harbor
Resort and Spa, filed for Chapter 11 bankruptcy protection on
October 28, 2010 (Bankr. M.D. Fla. Case No. 10-25886).  Steven M.
Berman, Esq., and Hugo S. de Beaubien, Esq., at Shumaker, Loop &
Kendrick, LLP, assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million.


SHS RESORT: Files Schedules of Assets & Liabilities
---------------------------------------------------
S.H.S. Resort, LLC, has filed with the U.S. Bankruptcy Court for
the Middle District of Florida its schedules of assets and
liabilities, disclosing:

  Name of Schedule                    Assets           Liabilities
  ----------------                    ------           -----------
A. Real Property                            $0
B. Personal Property                $8,105,980
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $29,712,386
E. Creditors Holding
   Unsecured Priority
   Claims                                               $1,351,843
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $640,879
                                   -----------         -----------
      TOTAL                         $8,105,980         $31,705,109

A copy of the schedules is available for free at:

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

Safety Harbor, Florida-based S.H.S. Resort, LLC, aka Safety Harbor
Resort and Spa, filed for Chapter 11 bankruptcy protection on
October 28, 2010 (Bankr. M.D. Fla. Case No. 10-25886).  Steven M.
Berman, Esq., and Hugo S. de Beaubien, Esq., at Shumaker, Loop &
Kendrick, LLP, assists the Debtor in its restructuring effort.


SHS RESORT: Section 341(a) Meeting Scheduled for Nov. 29
--------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of S.H.S.
Resort, LLC's creditors on November 29, 2010, at 10:30 a.m.  The
meeting will be held at Room 100-B, 501 East Polk Street,
(Timberlake Annex), Tampa, FL 33602.

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.

Safety Harbor, Florida-based S.H.S. Resort, LLC, aka Safety Harbor
Resort and Spa, filed for Chapter 11 bankruptcy protection on
October 28, 2010 (Bankr. M.D. Fla. Case No. 10-25886).  Steven M.
Berman, Esq., and Hugo S. de Beaubien, Esq., at Shumaker, Loop &
Kendrick, LLP, assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million.


SHS RESORT: Taps Shumaker Loop as General Counsel
-------------------------------------------------
S.H.S. Resort, LLC, asks for authorization from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Shumaker, Loop & Kendrick, LLP, as general counsel.

Shumaker Loop will:

     a. give the Debtor legal advice with respect to its duties
        and powers as Debtor-in-Possession;

     b. prepare, on behalf of the Debtor, the necessary motions,
        notices, pleadings, petitions, schedules, answers, orders,
        reports and other legal papers required in the Debtor's
        Chapter 11 case;

     c. draft a Chapter 11 Plan and Disclosure Statement and to
        proceed to confirmation of the same; and

     d. perform all other legal services for the Debtor which may
        be necessary.

The Debtor has agreed to pay Shumaker Loop a retainer of
approximately $150,000 from cash on hand and a portion of its
debtor-in-possession financing, upon the approval of the
financing, for legal services in connection with its Chapter 11
case filing and handling.  The Debtor has also provided the firm
with the $1,039 petition filing fee.

Steven M. Berman, Esq., a member at Shumaker Loop, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Safety Harbor, Florida-based S.H.S. Resort, LLC, aka Safety Harbor
Resort and Spa, filed for Chapter 11 bankruptcy protection on
October 28, 2010 (Bankr. M.D. Fla. Case No. 10-25886).  The Debtor
estimated its assets and debts at $10 million to $50 million.


SHUBH HOTELS: Receiver Seeks Dismissal of Case
----------------------------------------------
The receiver in charge of Shubh Hotels Detroit LLC says the
company has "grossly mismanaged" its downtown Detroit hotel and
has no chance of reopening the property or of restructuring, Dow
Jones' Small Cap reports.

As a result, the report notes, state-court-appointed receiver
David Findling, who has been in charge of the former Detroit
Riverside Hotel since June 2009, is urging the bankruptcy court to
dismiss Shubh Hotels Detroit's Chapter 11 proceeding.

"The debtors grossly mismanaged the hotel while it was in their
control," the report quoted Mr. Findling as saying.  "The hotel is
closed and it will take millions of dollars to cure the building
deficiencies and re-open it.  There is no reasonable likelihood of
debtor's rehabilitation of the hotel," he added.

In court papers, the report notes, Mr. Findling painted a picture
of a "hotel in crisis" when a Wayne County, Mich., circuit court
judge last year appointed him to oversee the 25-story, 367-room
hotel's operations.

Shubh Hotels Detroit, LLC, filed for Chapter 11 protection on
October 21, 2010 (Bankr. S.D. Fla. Case No. 10-42163).  Susan D.
Lasky, Esq., at Susan D. Lasky, PA, in Wilton Manors, Florida,
represents the Debtor.  The Debtor estimated up to $50,000 in
assets and debts of $10,000,001 to $50,000,000 in the Chapter 11
petition.


SMURFIT-STONE: Agrees to $12.2MM Claim for Portland Harbor Cleanup
------------------------------------------------------------------
Scott Learn, writing for The Oregonian, reports that Smurfit-Stone
Container has agreed to accept $12.2 million in claims to settle
its Portland harbor environmental obligations, a small chunk of
the $1 billion tab the federal government projects for harbor
cleanup.

Mr. Learn relates the settlement, announced Thursday, was filed as
part of the Company's bankruptcy case.  He says the settlement
falls well short of the $50 million reserve the federal government
requested in May 2010 to cover Smurfit's liability for past water
pollution from its North Portland corrugated cardboard box plant,
9930 N. Burgard Way.

Mr. Learn says the Environmental Protection Agency pegged the
total cost of harbor cleanup at roughly $1 billion, the first time
it has put a specific number on the table.

According to The Oregonian, Lori Cora, assistant regional counsel
in the EPA's Seattle office, said other creditors balked at
Smurfit establishing a $50 million reserve for the harbor.  The
money would have been set aside in case the federal government
pursued the Company for cleanup costs and natural resource
damages, but wouldn't have resolved the environmental liability.

The report relates Smurfit will pay the settlement money with
stock if the settlement is approved and the bankruptcy court
allows the unsecured claims.

The report notes the U.S. Department of Justice will take public
comment on the settlement until Dec. 3.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
served as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, served as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC served as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acted as the Debtors' notice and
claims agent.

The Company's Plan of Reorganization, which was confirmed by the
U.S. Bankruptcy Court on June 21, 2010, and recognized by a
Canadian court order, became effective July 1.

The Plan provides that 2.25% of the new Smurfit-Stone common stock
pool will be distributed pro rata to the Company's previous
preferred stockholders and 2.25% percent of the New Smurfit-Stone
common stock pool will be distributed pro rata to the Company's
previous common stockholders.


STANDARD INSURANCE: Moody's Downgrades Insurer Ratings to 'B3'
--------------------------------------------------------------
Moody's Investors Service has announced that it has downgraded its
local currency and foreign currency insurer financial strength
ratings on Standard Insurance to B3 from B2 and will withdraw the
rating.

                        Ratings Rationale

The downgrade reflects the deterioration in the investments of the
insurer during 2009 as it shifted its investment portfolio from
Government bonds into deposits in related bank "Bank Standard".

The downgrade also reflects the deteriorating business position as
evidenced by the lower market share in 2009 and 2010 and declining
profitability in 2009.

Moody's Investors Service will withdraw the credit ratings for its
own business reasons.

The last rating action was on 5th August 2009 when the ratings of
Standard Insurance were downgraded to B2 from B1


SUNRISE SENIOR: Completes Sale of 8 Facilities to GHS and TMW
-------------------------------------------------------------
Sunrise Senior Living Inc. and certain of its affiliates completed
on October 28, 2010, the previously announced sale of eight of
the Company's nine German assisted living facilities to GHS
Pflegeresidenzen Grundstcks GmbH and TMW Pramerica Property
Investment GmbH, the Munich-based business of Prudential Real
Estate Investors, pursuant to a purchase and sale agreement dated
May 27, 2010, as amended.

The aggregate purchase price under the purchase and sale agreement
was EUR60.8 million.  As previously disclosed, on August 31, 2010,
the Company closed into escrow the sale of the real property and
related assets of the eight properties.  The consideration for the
Wiesbaden property was paid on August 31, 2010 to the lender that
held a lien on the property.  The consideration for the remaining
seven properties was released from escrow on a property-by-
property basis to the respective lenders as liens were discharged
on each property and legal title was transferred to the
purchasers, the last of which took place on October 28, 2010.

Effective September 1, 2010, the Company transferred the
management of these eight communities to Kursana Seniorenvilla
GmbH, a Germany-based senior living provider.

                       About Sunrise Senior

McLean, Va.-based Sunrise Senior Living, Inc. (NYSE: SRZ)
-- http://www.sunriseseniorliving.com/-- is a provider of senior
living services in the United States, Canada, the United Kingdom
and Germany.  At June 30, 2010, the Company operated 356
communities, including 307 communities in the United States, 15
communities in Canada, seven communities in Germany and 27
communities in the United Kingdom, with a total unit capacity of
roughly 35,400.

As reported in the Troubled Company Reporter of March 3, 2010,
Ernst & Young LLP, in McLean Va., expressed substantial doubt
about the Company's ability to continue as a going concern.
The independent auditors noted that the Company cannot borrow
under its bank credit facility and the Company has significant
debt maturing in 2010 which it does not have the ability to repay.


TEN SIDE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Ten Side Holdings, LLC
        fka Tivoli 643 Holdings, LLC
        One Overton Park, Suite 1150
        3625 Cumberland Blvd., SE
        Atlanta, GA 30339

Bankruptcy Case No.: 10-93402

Chapter 11 Petition Date: November 3, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: Denise D. Dell-Powell, Esq.
                  BURR & FORMAN
                  Suite 200, 450 S. Orange Ave.
                  Orlando, FL 32801
                  Tel: (407) 540-6607
                  Fax: (407) 264-6466
                  E-mail: ddpowell@burr.com

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

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Scott L. Leventhal, president and CEO
of Tivoli, Properties, Inc.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Restor-It                 Business vendor        $26,754
850 Pickens Industrial
Drive, Suite G
Marietta, GA 30062

Whirlpool                 Business vendor        $13,755
P.O. Box 532415
Charlotte, NC 28290

Sears                     Business vendor        $12,500
P.O. Box 630859
Irving, TX 75063

AICCO, Inc.               Insurance prem. fin.   $5,985

Vitality Works            Business vendor        $5,100

CBS Outdoors              Business vendor        $4,000

ProMove                   Business vendor        $3,353

Home Depot Supply         Business vendor        $2,245

ThyssenKrupp Elevator     Business vendor        $1,900

Affordable Fire           Business vendor        $1,625

southern Lights           Business vendor        $1,000

FedEx                     Business vendor        $813

Controlled Access         Business vendor        $780

Temporary Apartment       Business vendor        $726
Management

APLUS Locators            Business vendor        $687

Quill                     Business vendor        $510

Renters Reference         Business vendor        $472
Services

Atlanta Reconstruction    Business vendor        $400

Community Controls        Business vendor        $371

Promotional Partners      Business vendor        $245


TERRESTAR NETWORKS: Files Joint Plan & Disclosure Statement
-----------------------------------------------------------
TerreStar Networks, Inc.; TerreStar National Services, Inc.;
TerreStar License Inc.; 0887729 B.C. Ltd.; TerreStar Networks
Holdings (Canada) Inc.; and TerreStar Networks (Canada) Inc.
submitted to the U.S. Bankruptcy Court for the Southern District
of New York a Joint Chapter 11 Plan of Reorganization and
Disclosure Statement on November 5, 2010.

The Plan solely applies to the "TSN Debtors."  The TSN Debtors
consist of (1) the Domestic TSN Debtors -- TSN, TerreStar
National Services, and TerreStar License; and (2) the Canadian
TSN Debtors -- 0887729 B.C., TerreStar Holdings and TerreStar
Canada.

The Plan is supported by each of the Debtors as well as the
ultimate parent company, TerreStar Corporation.

A separate Chapter 11 plan is anticipated to be filed by the
Debtors at a later date to address the "Non-TSN Debtors," which
consist of Motient Communications Inc.; Motient Holdings Inc.;
Motient License Inc.; Motient Services Inc.; Motient Ventures
Holding Inc.; MVH Holdings Inc.; and TerreStar New York Inc.

TSN Chief Executive Officer Jeffrey Epstein relates that the
Nov. 5 Plan provides for a comprehensive restructuring of the TSN
Debtors' pre-bankruptcy obligations; preserves the going-concern
value of the TSN Debtors' businesses; maximizes recoveries
available to all constituents; and provides for an equitable
distribution to the TSN Debtors' stakeholders.  The Plan is
primarily premised on the consummation of restructuring
transactions supported by the Debtors' largest secured creditor,
EchoStar Corporation, which includes, among other things:

  -- the equitization of the Debtors' $1 billion secured debt
     obligations; and

  -- a $125 million new money rights offering, $100 million of
     which is backstopped by EchoStar.

Upon the consummation of the Plan, the TSN Debtors are
anticipated to emerge from Chapter 11 with an improved, highly
deleveraged balance sheet.

The Debtors had funded debt facilities of approximately $1.2
billion in the aggregate as of the Petition Date, which include
(i) $943.9 million in aggregate principal and accrued interest of
15% Senior Secured PIK Notes due 2014; (ii) $178.7 million in
aggregate principal and accrued interest of 6.5% Senior
Exchangeable PIK Notes due 2014; and (iii) $85.9 million in
principal and accrued interest in the TerreStar-2 Purchase Money
Credit Agreement.  In contrast, under the Plan, the Reorganized
Debtors' sole funded debt will be the amounts owing under the
"TerreStar-2 PMCA."

The TSN Debtors, upon review, believe that recoveries to their
stakeholders would be maximized by their continued operations as
a going concern and by their emergence from Chapter 11.

The Debtors relate that their businesses and assets have
significant value that would not be realized in a liquidation,
either in whole or in substantial part.

The Debtors note that any alternative to Confirmation, like an
attempt by another party to file a competing Chapter 11 plan,
would result in significant delays, litigation and additional
costs, and could negatively affect value by causing unnecessary
uncertainty with the TSN Debtors' key customer and supplier
constituencies, which could ultimately lower the recoveries for
all holders of Allowed Claims and Interests.

The Plan provides for the substantive consolidation of the TSN
Debtors' Estates, but solely for the purposes of voting,
confirmation and making distributions of Allowed Claims under the
Plan.

All Cash consideration necessary for the TSN Debtors or the
Reorganized TSN Debtors, as applicable, to make payments or
distributions will be obtained from the contemplated Rights
Offering or other Cash on hand, including cash derived from
business operations.

               Claims and Interests Under the Plan

Claims and Interests under the Plan are designated into these
categories:

  Class   Name                                Status
  -----   ----                                ------
    -     Allowed Administrative Claims       Unimpaired
    -     Allowed Priority Tax Claims         Unimpaired
    -     Allowed DIP Loan Claims             Unimpaired
    1     Other Priority Claims               Unimpaired
    2     Other Secured Claims                Unimpaired
    3     Senior Secured Notes Claims         Impaired
    4     PMCA Claims                         Unimpaired
    5     Senior Exchangeable Notes Claims    Impaired
    6     Other Unsecured Claims              Impaired
    7     Unsecured Convenience Claims        Impaired
    8     Equity Interests                    Impaired

The voting rights and treatment of each of the Classes of Claims
and Interests under the Plan are:

  Class           Voting Right   Treatment
  -----           ------------   ---------
  Administrative  Deemed to      To be paid in full, in cash
  Claims          Accept

  Priority        Deemed to      To be paid in full, in cash
  Tax Claims      Accept

  DIP Loan        Deemed to      To be paid in full, in cash
  Claims          Accept

    1             Deemed to      To be paid in full, in cash
                  Accept

    2             Deemed to      To be paid either by (a) cash
                  Accept         in full, (b) the proceeds of
                                 the sale or disposition of the
                                 collateral securing the Allowed
                                 Other Secured Claim, (y) the
                                 collateral securing the Allowed
                                 Other Secured Claim and any
                                 interest on the Allowed Other
                                 Secured Claim required to be
                                 paid pursuant to Section 506(b)
                                 of the Bankruptcy Code, or (z)
                                 other distribution as necessary
                                 to satisfy the requirements of
                                 Section 1129 of the Bankruptcy
                                 Code

    3             Entitled to    To receive its Pro Rata share
                  Vote           of the Class 3 Distribution


    4             Deemed to      Claims will be reinstated
                  Accept

    5             Entitled to    To receive its Pro Rata share
                  Vote           of the Class 5 Distribution

    6             Entitled to    To receive its Pro Rata share
                  Vote           of the Class 6 Distribution

    7             Entitled to    To receive cash equal to the
                  Vote           lesser of 10% of the claim
                                 amount and Pro Rata share of
                                 $500,000

    8             Deemed to      Interests will be deemed
                  Reject         cancelled on the Plan's
                                 effective date

         Issuance of New Securities & Debt Instruments

The Plan contemplates TSN's issuance of New Common Stock to
entitled claimholders upon the Plan Effective Date.  TSN will
also issue New Preferred Stock, which will have the same economic
and voting rights as the Common Stock on an "as converted" basis;
provided that the New Preferred Stock will be entitled to a
liquidation preference set forth in the New Preferred Stock
Certificate of Designation.

The holders of the New Common Stock and New Preferred Stock will
be parties to a New Shareholders Agreement.  As of the Plan
Effective Date and as a condition to receiving any distribution
of New Common Stock or New Preferred Stock, holders of Claims or
Interests that receive the New Common Stock or New Preferred
Stock will be deemed bound by the New Shareholders Agreement.

                       Rights Offering

Pursuant to a Rights Offering, TSN will offer and sell the Rights
Offering Preferred Stock.  The Rights Offering Preferred Stock
will be subject to the New Preferred Stock Certificate of
Designation.

Each holder of Rights will be entitled to exercise his or her
Rights in order to subscribe for and acquire their Pro Rata share
of the Rights Offering Preferred Stock, calculated before issuing
Additional Shares of New Preferred Stock in connection with
payment of the Backstop Commitment Fee and, if exercised, a
certain "Overallotment."  The Rights Offering will be consummated
pursuant to the Rights Offering Procedures.

In order to facilitate the Rights Offering and implementation of
the Plan, EchoStar has agreed to purchase, and TSN has agreed to
sell and issue to EchoStar, at the Discount Purchase Price: (a) a
certain number of shares of Rights Offering Preferred Stock, and
(b) any Unsubscribed Shares, up to the Backstop Amount in
accordance with and subject to the terms and conditions of an
Equity Purchase Commitment Agreement between TSN and EchoStar.
EchoStar has agreed to backstop $100 million of Rights Offering
Preferred Stock.

To the extent that there are Non-Backstopped Shares, participants
in the Rights Offering may, subject to a right of first refusal
of EchoStar the Backstop Party with respect to the Non-
Backstopped Shares, elect to purchase the Non-Backstopped Shares
on a Pro Rata basis.  In addition, the Backstop Party will have
the option to purchase the Overallotment at the Discount Purchase
Price pursuant to the EPCA.

On the Effective Date, in accordance with the Backstop Approval
Order, (i) the TSN Debtors will pay to the Backstop Party certain
Transaction Expenses, and (ii) the Backstop Party will receive
the Backstop Commitment Fee and be entitled to the Backstop
Indemnification Obligations.  The Backstop Commitment Fee will be
payable in Additional Shares of New Preferred Stock equal to 3%
of the Backstop Amount; provided that pursuant to the EPCA to the
extent that the Plan is not consummated, the Backstop Commitment
Fee will be payable in Cash.

                        Plan Supplements

The TSN Debtors note that they will intend to deliver to the
Court a Plan Supplement before the conduct of the confirmation
hearing.

The Plan Supplement will include a compilation of documents and
forms of documents, schedules and exhibits to the Plan to be
filed by the TSN Debtors, which include (i) the New Corporate
Governance Documents, (ii) the identity of the members of the New
Boards of each of the Reorganized Debtors as well as the nature
and amount of compensation for any member of a New Board who is
an "insider" under Section 101(31) of the Bankruptcy Code, to the
extent known; (iii) a list of Rejected Executory Contracts and
Unexpired Leases; (iv) the Registration Rights Agreement; (v) a
schedule of Retained Causes of Action; (vi) the New Preferred
Stock Certificate of Designation; (vii) the New Employment
Agreements; (viii) a schedule of the Insurance Policies; (ix) a
schedule of Intercompany Claims; and (x) all related exhibits,
attachments, supplements, annexes, schedules, and ancillary
documents.

Full-text copies of the TSN Debtors' Plan and Disclosure
Statement are available for free at:

             http://bankrupt.com/misc/TrStrPlan.pdf
              http://bankrupt.com/misc/TrStrDS.pdf

                  Disclosure Statement Hearing

The Debtors ask Judge Lane to approve the adequacy of information
noted in the Disclosure Statement describing the Joint Chapter 11
Plan of TerreStar Networks Inc., TerreStar National Services,
Inc., 0887729 B.C. Ltd., TerreStar License Inc., TerreStar
Networks Holdings (Canada) Inc., and TerreStar Networks (Canada)
Inc. dated November 5, 2010.

The Plan and the related Disclosure Statement provide for a
comprehensive restructuring of the TSN Debtors, including a
significant deleveraging of the TSN Debtors' balance sheet, which
will enable the TSN Debtors to maximize enterprise value on a
going-forward basis.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, asserts that the Disclosure Statement contains
pertinent information that allows holders of Claims entitled to
vote on the Plan to make informed decisions on whether to vote to
accept or reject the Plan, including these key sections:

  a. Executive Summary: A summary of the Plan as well as an
     overview of the Classes of Claims and Interests and their
     proposed treatment under the Plan

  b. The Debtors' Corporate History, Structure and Business
     Overview: An overview of the Debtors' corporate history,
     business operations, organizational structure and capital
     structure

  c. Events Leading to the Commencement of the Chapter 11
     Cases: An overview of the Debtors' out-of-court
     restructuring efforts in response to deteriorating economic
     conditions, including the negotiations with respect to the
     Plan

  d. Initial Motions of the Chapter 11 Cases: A summary of the
     motions filed on the Petition Date

  e. Developments During the Chapter 11 Cases: A summary
     of the material developments during the Chapter 11 Cases

  f. Description of the Joint Plan of Reorganization:
     Descriptions of the treatment of the Classes of Claims
     against the Debtors, means for implementation of the Plan,
     treatment of Executory Contracts and Unexpired Leases,
     provisions governing distributions, procedures for
     resolving contingent, unliquidated and disputed Claims,
     settlement, release, injunction and related provisions,
     conditions precedent to Confirmation and Consummation of
     the Plan, and provisions relating to modification,
     revocation and withdrawal of the Plan.

  g. Solicitation and Voting Procedures: A description of the
     procedures for soliciting votes to accept or reject the
     Plan and voting on the Plan

  h. Confirmation Procedures: Confirmation procedures and
     statutory requirements for Confirmation and Consummation of
     the Plan, including a liquidation analysis

  i. Risk Factors: Certain risk factors that may affect the
     Plan, risks associated with the Debtors' businesses, as
     well as certain risks associated with forward-looking
     statements and an overall disclaimer as to the information
     provided by and set forth in the Disclosure Statement

  j. Certain Securities Laws Matters: A description of the
     applicability of Section 1145 of the Bankruptcy Code and
     the issuance of New Common Stock under the Plan

  k. Certain Federal Income Tax Consequences of the Plan: A
     description of certain U.S. federal income tax law
     consequences of the Plan

  l. Recommendations: A recommendation by the Debtors that
     the holders of Claims in Classes that are entitled to vote
     on the Plan should vote to accept the Plan

The Debtors relate that they will serve all known creditors with
a notice of the hearing on the Disclosure Statement.  The
Disclosure Statement Hearing Notice identifies: (1) the date,
time and place of the hearing to consider the Disclosure
Statement; (2) the manner in which a copy of the Disclosure
Statement can be obtained; and (3) the deadline and procedures
for filing objections to the approval of the Disclosure
Statement.

Additionally, the Debtors note that they will distribute copies
of the Disclosure Statement, including exhibits, in CD-ROM format
to parties on the list of all parties required to be notified
under Rule 2002 of the Federal Rules of Bankruptcy Procedure.

In addition to providing known creditors and equity security
holders with actual notice of the Disclosure Statement Hearing
through the mailing of the Disclosure Statement Hearing Notice to
the Notice Parties, the Debtors anticipate that they will be able
to publish the Disclosure Statement Hearing Notice one time in
the national editions of The Washington Post, USA Today, and The
Globe and Mail within a week after the filing of the service of
the Disclosure Statement Hearing Notice, subject to applicable
publication deadlines.

Against this backdrop, Mr. Dizengoff contends that the Disclosure
Statement complies with all aspects of Section 1125 of the
Bankruptcy Code, and addresses information in a manner that
provides adequate information to holders of Impaired Claims
entitled to vote to accept or reject the Plan.

Rule 3016(c) of the Federal Rules of Bankruptcy Procedure
requires that, if a Chapter 11 plan provides for an injunction
against conduct not otherwise enjoined under the Bankruptcy Code,
the plan and disclosure statement must describe, in specific and
conspicuous language, the acts to be enjoined and the entities
subject to the injunction.

Mr. Dizengoff adds that Article VIII of the Disclosure Statement
and Article IX of the Plan describe in detail the entities
subject to an injunction under the Plan and the acts that they
are enjoined from performing.  Furthermore, language under
Article VII of the Disclosure Statement and Article IX of the
Plan is capitalized, making it conspicuous to anyone who reads
it.  For this reason, he emphasizes, the Disclosure Statement
complies with Bankruptcy Rule 3016(c) by conspicuously describing
the conduct and parties enjoined by the Plan.

Judge Lane is set to hear the Debtors' request on December 10,
2010, at 10:00 a.m. prevailing Eastern Time.  Objections are due
to be filed no later than December 3, at 5:00 p.m. prevailing
Eastern Time.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP ,  serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


TERRESTAR NETWORKS: Marathon Asset Joins Dismissal Motion
---------------------------------------------------------
Marathon Asset Management LP has joined the request made by the
Series B Cumulative Convertible Preferred Stockholders of
TerreStar Corporation to dismiss the Chapter 11 cases of Debtors
Motient Holdings, Inc.; MVH Holdings, Inc.; TerreStar New York,
Inc.; Motient Communications, Inc.; Motient Services, Inc.;
Motient Ventures Holding, Inc.; and Motient License, Inc.

Marathon is a large holder of shares of stock issued by TerreStar
Corporation, the Debtors' parent company.

The Motient Debtors and TerreStar New York are collectively
referred to as the "Non-TSN Debtors."

Like the Series B Cumulative Convertible Preferred Stockholders,
Marathon asserts that the Non-TSN Debtors' assets are improperly
being used as collateral for EchoStar's $75 million debtor-in-
possession loan and that the Non-TSN Debtors were put in
bankruptcy to benefit EchoStar to the detriment of the Non-TSN
Debtors' creditors and shareholders.

                          *     *     *

The Court has shortened the time for notice of the hearing to
consider the case dismissal request.

Judge Lane will convene a hearing on November 16, 2010,
concurrent with the omnibus hearing to consider certain other
motions, including the DIP Financing Motion and the RSA
Assumption Motion.

Parties-in-interest are given until November 11 to file formal
objections to the Case Dismissal Motion.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP ,  serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


TERRESTAR NETWORKS: Harbinger Buys $25MM Convertible Bonds
----------------------------------------------------------
Harbinger Capital Partners has bought millions of dollars of
TerreStar Networks, Inc.'s 6.5% convertible notes, which puts
Harbinger in a position to block a restructuring deal TerreStar
Networks Inc. entered into with EchoStar Corporation, The
International Business Times related in a November 2 report.

EchoStar committed to provide a $75 million post-bankruptcy
financing to TSN as part of a deal to convert TSN's $900 million
senior debt into 97% of TSN's equity with the balance to be
shared between noteholders and other unsecured creditors.
EchoStar is TSN's largest secured creditor.  EchoStar is reported
to hold 26.9% of TerreStar Corp.'s voting stock.

In separate Form 4 filings with the U.S. Securities and Exchange
Commission, Harbinger and certain of its affiliates disclosed
that they acquired 6.5% Senior Exchangeable Notes issued by
TerreStar on these dates:

                                               No. of Securities
                                                 Beneficially
Derivative    Transaction          Securities    Owned After
Security          Date     Price    Acquired     Transaction
-----------   -----------  ------  ---------- ------------------
6.5% Senior   10/27/2010   $43.50   9,402,378      9,402,378
Exchangeable  10/27/2010   $45.50  11,843,804     21,246,182
Notes         10/29/2010   $55.13   4,386,130     25,632,312

As a major noteholder, Harbinger is in a position to block TSN's
deal with EchoStar.

The Harbinger Entities also reported that they disposed of
several shares of TerreStar common stock since late October 2010.
Accordingly, in an amended Schedule 13D SEC filing, Harbinger
noted that they are deemed to beneficially own these shares of
TerreStar common stock as of November 4, 2010:

                            Shares of
                         TerreStar Stock     Equity Stake
                          Beneficially           in
Entity                        Owned           TerreStar
------                  -----------------    ------------
Harbinger Capital           18,464,291           12.90%
Partners Master Fund
I, Ltd.

Harbinger Capital           18,464,291           12.90%
Partners LLC

Harbinger Capital            6,237,797            4.40%
Partners Special
Situation Fund, L.P.

Harbinger Capital            6,237,797            4.40%
Partners Special
Situations GP, LLC

Credit Distressed            4,598,467            3.20%
Blue Line Master Fund,
Ltd.

Harbinger Capital            4,598,467            3.20%
Partners II LP

Harbinger Capital            4,598,467            3.20%
Partners II LP GP LLC

Harbinger Holdings LLC      24,702,088           17.20%

Philip Falcone              29,300,555           19.70%

The calculated equity stake of each Harbinger entity with respect
to their shares is based on the 139,466,034 shares outstanding of
TerreStar stock as of August 2, 2010, as adjusted for derivative
securities held by each Harbinger entity.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP ,  serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


THE NEW YORKER: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The New Yorker LLC
        1350 Wallach Place NW
        Washington, DC 20009

Bankruptcy Case No.: 10-01103

Chapter 11 Petition Date: November 5, 2010

Court: U.S. Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Jeffrey M. Sherman, Esq.
                  JACKSON & CAMPBELL
                  1120 20th Street, NW, Suite 300 South
                  Washington, DC 20036
                  Tel: (202) 457-1613
                  Fax: (202) 457-1678
                  E-mail: jsherman@jackscamp.com

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/dcb10-01103.pdf

The petition was signed by Larry McAdoo, managing member.


THORNBURG MORTGAGE: Credit Suisse Balks at Witness Request
----------------------------------------------------------
Bankruptcy Law360 reports that the trustee overseeing the
bankruptcy of Thornburg Mortgage Inc. is gunning for a showdown
Monday with creditor Credit Suisse Securities (USA) LLC, which
alleges Thornburg Mortgage is trying to spring a surprise expert
witness on the bank in a $10.5 billion adversary proceeding.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787).  Thornburg
changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, is tapped as counsel.
Orrick, Herrington & Sutcliffe LLP is employed as special counsel.
Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin
Capital, Inc., are tapped as investment banker and financial
advisor.  Protiviti Inc. is also engaged for financial advisory
services.  KPMG LLP is the tax consultant.  Epiq Systems, Inc., is
claims and noticing agent.  Thornburg listed total assets of
$24.4 billion and total debts of $24.7 billion, as of January 31,
2009.

On October 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.


TIGRENT INC: Stops 20% Reduction in Executives' Wages
-----------------------------------------------------
Tigrent Inc. said on July 16, 2010, as part of a company-wide
restructuring, the Company's executive officers, including each
of the "named executive officers", agreed to a temporary 20%
reduction in their 2010 annual base salary effective as of
August 1, 2010.  Also as announced, the Company agreed to review
the Salary Reduction again in 90 days and determine at that time
whether to retain the reduced base salaries or to return to the
base salaries in effect prior to the Salary Reduction.

On October 28, 2010, the Board of Directors of the Company made
the determination to return to the base salaries in effect prior
to the Salary Reduction.

A full-text copy of the revised 2010 annual base salaries for all
of the Company's named executive officers for pay periods ending
on or after October 29, 2010, is available for free at:

               http://ResearchArchives.com/t/s?6d8f

                        About Tigrent Inc.

Cape Coral, Fla.-based Tigrent Inc. (OTC BB: TIGE)
-- http://www.tigrent.com/-- is a provider of practical, high-
quality and value-based training, conferences, publications,
technology-based tools and mentoring to help customers become
financially literate.  The Company provides customers with
comprehensive instruction and mentoring in the topics of real
estate and financial instruments investing and entrepreneurship in
the United States, the United Kingdom, and Canada.

The Company's balance sheet as of June 30, 2010, showed $43.8
million in total assets, $80.7 million in total liabilities,
and a stockholders' deficit of $36.9 million.

In its Form 10-Q report for the quarter ended June 30, 2010, the
Company said it continues to incur a negative cash flow --
totaling $5.9 million for the period ending June 30, 2010 -- due
to the on-going challenges with sales of products.  "We have
insufficient working capital to meet operating needs, raising
substantial doubt about the ability of the Company to continue as
a going concern," the Company said.

In addition to the shift in strategic emphasis from live course
offerings to digitally-delivered programs, the Company said it
continues to implement reductions in staff to align with
anticipated sales level, decreased occupancy costs, and reduced
operating costs in all areas.  The Company is also in current
discussions with some of larger creditors to negotiate amounts
owed.

The Company said it if cannot generate the required revenues to
sustain operations or obtain additional capital on acceptable
terms, it will need to substantially revise its business plan,
file for bankruptcy, sell assets or cease operations and investors
could suffer the loss of a significant portion or all of their
investment in the Company.


TRANS ENERGY: CIT Capital Extends Forbearance Until Yearend
-----------------------------------------------------------
Trans Energy, Inc., and CIT Capital USA Inc. entered into a
forbearance letter agreement on October 29, 2010, whereby CIT
agreed to forebear from exercising its rights and remedies against
the Company and its property until December 31, 2010.  The
forbearance relates to a senior secured revolving credit facility.
The October Forbearance Letter extends the terms and provisions of
the parties' earlier forbearance agreement entered into on July 9,
2010, that extended the forbearance period to October 29, 2010.

In addition, the October Forbearance Letter requires the Company
to pay CIT a $50,000 deferral fee on November 15, 2010, November
30, 2010, December 15, 2010 and December 31, 2010 if, on any such
date, any of the principal of and interest on the Credit Agreement
have not been repaid in full.  In the event the Company enters
into a firm commitment for financing with a third party to repay
the debt under the Credit Agreement, each deferral fee not then
due will be reduced to $25,000.  Any deferral fee paid prior to
receiving such firm commitment for financing will not be reduced
retroactively.  At the option of CIT, each deferral fee is payable
in either cash or five-year warrants to purchase shares of the
Company's common stock.

Since entering into the July Forbearance Letter, the Company has
sold certain assets and interests for an aggregate of roughly
$27 million, of which $15 million has been applied to the loan
balance outstanding under the Credit Agreement.  As of October 29,
2010, the aggregate indebtedness related to the Credit Agreement,
including accrued interest, fees and expenses and the exercise of
the option to repurchase the CIT net profits interest, was roughly
$17.3 million.  The Company continues to work with its financial
advisor and potential lenders to refinance the amount outstanding
under the Credit Agreement and provide growth capital to the
Company prior to expiration of the October Forbearance Letter.

West Virginia-based Trans Energy, Inc. --
http://www.transenergyinc.com/-- is an independent exploration
and production company focused on exploring, developing and
producing oil and natural gas in the Appalachian Basin.  The
common shares of the Company are listed for trading on the Over
The Counter Bulletin Board under the symbol "TENG".

At June 30, 2010, Trans Energy had total assets of $33.069
million, total liabilities of $36.567 million, and stockholders'
deficit of $3.498 million.


TRI-STAR ESTATES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Tri-Star Estates, LLC
        875 N. Michigan Avenue, Suite 3800
        Chicago, IL 60611

Bankruptcy Case No.: 10-49360

Chapter 11 Petition Date: November 3, 2010

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

Judge: Jack B. Schmetterer

Debtor's Counsel: Eugene Crane, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S. Lasalle, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: ecrane@craneheyman.com

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

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

The petition was signed by Richard J. Klarchek, designated
representative.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
ComEd                              --                      $30,237
P.O. Box 6111
Carol Stream, IL 60197-6111

Airco Mobile Home Repair           --                      $28,091
31025 S. Ashland Avenue
Beecher, IL 60401

Law Offices of Robert J. Russo Ltd.--                      $23,010
211 E. Jefferson Street
P.O. Box 767
Morris, IL 60450

Nicor Gas                          --                      $17,307

John Deere Credit                  --                      $11,220

For Rent Apartments                --                      $10,781

MB Financial Bank                  --                       $5,585

Aqua Illinois, Inc.                --                       $3,626

The Brickman Group Ltd. LLC        --                       $2,815

RoseBrook Carefree                 --                       $2,806

First Advantage Saferent           --                       $2,719

Chicago Tribune                    --                       $1,680

Frank Appliance Center             --                       $1,645

Safestart Environmental            --                       $1,030

Trugreen                           --                         $984

Leaf                               --                         $605

B&B Publishing Co. Inc.            --                         $557

Braden Business System             --                         $542

Sprint                             --                         $487

Door Masters                       --                         $462


TRIBUNE CO: 3 Creditor Groups File Competing Chapter 11 Plans
-------------------------------------------------------------
Three creditor groups filed with the U.S. Bankruptcy Court for the
District of Delaware separate Chapter 11 plans of reorganization
and accompanying disclosure statements for Tribune Company and its
debtor affiliates.

The Plan Filing Creditor Groups are:

  * Aurelius Capital Management, LP, on behalf of its managed
    entities; Deutsche Bank Trust Company Americas, in its
    capacity as successor indenture trustee for certain series
    of senior notes; Law Debenture Trust Company of New York, in
    its capacity as successor indenture trustee for certain
    series of senior notes; and Wilmington Trust Company, in its
    capacity as successor indenture trustee for the PHONES
    notes;

  * certain holders of Step One Senior Loan Claims; and

  * King Street Acquisition Company, LLC, King Street Capital,
    L.P. and Marathon Asset Management, L.P., on behalf of
    certain funds and managed accounts, in their capacity as
    Bridge Loan Lenders.

The three competing plans, submitted on the Court-set deadline of
October 29, 2010, were filed by groups of creditors who oppose the
imposition of a settlement of claims against lenders related to
Tribune Co.'s 2007 leveraged buy-out.

               Terms Under Pre-LBO Debtholder Plan

A. Creation of Trusts

Pursuant to the terms of the Pre-LBO Debtholder Plan, three
distinct trusts will be created on the Effective Date: (i) a
Litigation Trust; (ii) a Distribution Trust; and (iii) a
Creditors' Trust.  The Trusts are structured so that the
Litigation Trust is a sub-trust of the Distribution Trust, while
the Creditors' Trust is an entirely unrelated entity.

The Pre-LBO Debtholder Plan provides that all litigation related
to the leveraged buyout will be preserved and, following the
Effective Date, will be prosecuted by a multi-trust structure
comprised of the Litigation Trust and the Creditors' Trust, while
still providing a substantial distribution of the Debtors' total
distributable enterprise value (DEV) upon the Debtors' emergence
from Chapter 11.  The causes of action to be prosecuted by the
Trusts include litigation regarding, among other things:

  -- the avoidability of the indebtedness incurred by the
     Debtors in connection with the 2007 leveraged buyout;

  -- whether recipients of pre-Effective Date payments in
     respect of the debt incurred pursuant to the leveraged
     buyout will be required to disgorge those payments;

  -- whether the shareholders that had their stock redeemed in
     connection with the leveraged buyout will be required to
     disgorge those payments;

  -- claims against the Debtors' officers, directors and
     advisors;

  -- claims against Sam Zell and his affiliates;

  -- the applicability of the subordination provisions in the
     Bridge Loan Agreement;

  -- to the extent not determined prior to the Effective Date,
     the PHONES Notes Claims Resolution;

  -- to the extent not determined prior to the Effective Date,
     the Senior Loan Claim Sharing Resolution; and

  -- to the extent not determined prior to the Effective Date,
     the appropriate treatment for Intercompany Claims.

"As a result of the trust components of the Pre-LBO Debtholder
Plan, the Pre-LBO Debtholder Plan will be able to go effective
expeditiously and with fewer conditions than the other plans of
reorganization that have been proposed in the Debtors' Chapter 11
Cases," says Daniel H. Golden, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York, counsel for Aurelius Capital.

Mr. Golden tells the Court that although ultimate recoveries for
each Impaired Class of Claims will be based on the final
resolution of the Trust Causes of Action, the Pre-LBO Debtholder
Plan permits between 34.7% and 51.2%7 of the Debtors' DEV to be
distributed to Creditors upon the Debtors' emergence from Chapter
11.  Initial Distributions to each Class of Claims will generally
represent a recovery assuming that the resolution of all Trust
Causes of Action has the least favorable outcome vis-a-vis that
Class, Mr. Golden says.

B. Estimated Recoveries

Mr. Golden says that in order to enable Creditors to compare their
estimated recoveries under the Pre-LBO Debtholder Plan, the DEV of
$6.75 billion and the 8.4%/91.6% allocation of DEV between Tribune
and its subsidiaries are used for illustrative purposes only.

These are the estimated recoveries assuming that: (i) Step Two
Lenders share in all Step One Lender Recoveries even if Step Two
Lender Claims are avoided; (ii) PHONES Notes Claims are Allowed in
the amount of $703 million; and (iii) PHONES Notes Exchange Claims
are satisfied as Subordinated Securities Claims and Allowed in the
amount of $56 million.

C. Valuation Analysis

According to Mr. Golden, the Pre-LBO Debtholder Plan is not tied
to a specific valuation upon its filing but rather distributions
to Creditors will be premised, in part, on the DEV determined by
the Bankruptcy Court in connection with Confirmation.

The Debtors' financial advisor, Lazard, has estimated the Debtors'
DEV to be $6.75 billion, with that value allocated approximately
$4.3 billion to the value of the New Common Stock, approximately
$1.1 billion to the value of the New Senior Secured Term Loan and
$1.4 billion to Cash that will be distributed to Creditors.

Mr. Golden maintains that Aurelius Capital is not adopting
Lazard's valuation for the purposes of the Pre-LBO Debtholder Plan
at this time based on the fact that, among other things:

  (a) the projections for Lazard's valuation were not provided
      to Aurelius with sufficient lead time to be able to
      analyze properly the description of the analyses performed
      by Lazard; and

  (b) the projections were qualified in their entirety as not
      being "a complete description of the analyses performed by
      Lazard."

A full-text copy of the Pre-LBO Debtholder Plan is available for
free at http://bankrupt.com/misc/Tribune_AureliusPlan.pdf

A full-text copy of the Pre-LBO Debtholder Plan Disclosure
Statement is available for free at:

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

                    Terms Under Step One Plan

The Step One Plan is premised upon two overarching principles:

  (1) the Holders of Step Two Senior Loan Claims, overwhelmingly
      Angelo Gordon & Co. L.P., Oaktree Capital Management, L.P.
      and JPMorgan Chase Bank N.A., are unwilling to pay fair
      consideration for the release of all claims against them
      and cannot be permitted to manipulate the Debtors' Chapter
      11 plan process to make the Step One Lenders pay for their
      losses; and

  (2) under applicable law, the ratable distribution and sharing
      provisions of the Senior Loan Agreement -- Sharing
      Provision -- either directly or indirectly, cannot be
      implemented to ameliorate the effect of any avoidance of
      the Step Two Senior Loan Claims or to reduce any payment
      due to the Estate from the Lead Banks.

Howard J. Kaplan, Esq., at Arkin Kaplan Rice LLP, in New York,
counsel for certain Step One Senior Loan Claims, tells the Court
that the Step One Plan provides the highest and fairest treatment
to Holders of Step One Senior Loan Claims without delaying
confirmation or sacrificing the recoveries of Holders of Step One
Senior Loan Claims.  According to Mr. Kaplan, the Step One Plan
achieves this by:

  (a) remaining faithful to the Examiner's report and its
      determinations regarding the avoidability of the Step Two
      Transaction through the pursuit of Step Two LBO-Related
      Causes of Action rather than accepting a woefully
      inadequate settlement;

  (b) preserving the right to adjudicate the Sharing Provision
      Dispute rather than predetermining it; and

  (c) not providing third party releases for direct creditor
      claims related to Step Two LBO-Related Causes of Action.

The Step One Plan provides for the prosecution, not release, of
Step Two LBO-Related Causes of Action against the beneficiaries of
the Step Two Transactions, including Angelo Gordon, Oaktree and
JPMorgan who are among the largest Holders of Step Two Senior
Loan Claims.

If successful, the Sharing Provision Dispute could result in the
nullification of the Step Two Senior Loan Claims as loans made in
violation of the express terms of the Senior Loan Agreement.

The Step One Plan does not provide third-party releases to any
targets of Step Two LBO-Related Causes of Action.  This, according
to Mr. Kaplan, will enable Holders of Step One Senior Loan Claims
and Step One Senior Loan Guaranty Claims to seek redress on their
direct, non-Estate, Claims against the Senior Loan Agents and
Senior Loan Arrangers.

                        Litigation Trust

The Step One Plan creates a Litigation Trust to pursue Step Two
LBO-Related Causes of Action as to which the Court-appointed
Examiner found to have a prospect of success of 50% or better.
The Holders of Step Two Senior Loan Claims and Holders of Step Two
Senior Loan Guaranty Claims will not receive a distribution until
the challenge to their claims is resolved.  On the other hand, the
Step One LBO-Related Causes of Action are released, consistent
with the Examiner's finding that these claims had less than a
fifty percent likelihood of success.

As consideration for the settlement and release of the Step One
LBO-Related Causes of Action, the Step One Plan provides for
payments related to the settlement to the Holders of Senior
Noteholder Claims and Other Parent General Unsecured Claims as
well as a cash reserve for the Holders of the Bridge Loan Claims.
In addition, the Holders of the Step One Senior Loan Claims will
share in the distribution of the proceeds of the Step Two LBO-
Related Causes of Action.

The Step One Plan does not enforce or predetermine the Sharing
Provision Dispute.  Instead, the Step One Plan recognizes this
intercreditor dispute by reserving the allocable portion of the
distribution that would have otherwise been made to Step Two
Lenders pending a judicial determination or settlement.  In this
way, all of the disputed funds and other plan consideration
will be safely held in reserve account and the Plan can be
confirmed without delay.

The Step One Plan also constitutes a Prepackaged Plan for the
Guarantor Non-Debtors, if any, that commence cases under Chapter
11 of the Bankruptcy Code.  For any Guarantor Non-Debtor that
commences a Chapter 11 case, that Prepackaged Plan will classify
Allowed Claims and Interests in the same manner as with the Filed
Subsidiary Debtors.

The Guarantor Non-Debtors are Tribune (FN) Cable Ventures, Tribune
Interactive, Inc., Tribune N.D. Inc., and Tribune National
Marketing Company.  Tribune (FN) Cable Ventures,
Inc. is a holding company owned by Tribune Broadcasting Company
with a 31.3% interest in the Television Food Network general
partnership.  Tribune Interactive, Inc. is owned by Tribune
(88.5%) and Chicago Tribune Company (11.5%) and manages the web
site operations for Tribune's publishing and broadcasting
subsidiaries and assists in the management of Tribune's
various online classified businesses.  Tribune ND, Inc. is a
holding company owned by Tribune with an approximate three percent
interest in Newsday Holdings, LLC, which is the parent
company of the entity that owns and operates Newsday.  Tribune
National Marketing Company is a holding company owned by Tribune
with a 30.8% interest in Career Builder and a 13.9% interest in
Classified Ventures.

    Settlement of Step One LBO-Related Causes of Action

The Step One Plan includes a settlement of the Step One LBO-
Related Causes of Action.  All other causes of action are
preserved under the Plan.

Notwithstanding the low level of likelihood that the debt incurred
in connection with the Step One Transaction is avoidable as a
fraudulent conveyance, the Settlement provides consideration for
the release of claims against Step One Lenders in the total amount
of approximately $290 million, in cash from distributions
relinquished by the Step One Lenders.  As part of the Settlement,
Holders of Step One Senior Loan Claims will be entitled to share
the recoveries from Preserved Causes of Action in the Litigation
and Creditor Trusts pro-rata with the Holders of claims against
Tribune.

                      Liquidation Analysis

Under the Step One Plan, all non-subordinated prepetition Claims
recover substantially more than under a hypothetical liquidation;
therefore, the Step One Plan Proponents believe that the "best
interests" of creditors test is satisfied.  Under the Step One
Plan, the subordinated Claims (PHONES Notes and EGI-TRB LLC Notes)
receive no initial recovery in either instance but may benefit
from recoveries from the Litigation or Creditors' Trust, subject
to subordination.

Mr. Kaplan believes that the Step One Plan furthers the paramount
interest of all creditors by providing for the resolution of the
LBO-Related Causes of Action and a reasonable procedure for the
resolution of other causes of action for the benefit of certain
creditors through the creation and funding of the Creditors' Trust
and the Litigation Trust.  This, according to Mr. Kaplan, will
allow the Debtors to emerge promptly from bankruptcy while
preserving the opportunity for certain creditors to pursue
additional recoveries through litigation.

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

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

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

                   Terms Under Bridge Plan

The Bridge Plan constitutes a separate Chapter 11 plan of
reorganization for each Debtor and a prepackaged plan for any
Guarantor Non-Debtors for which the commencement of a Chapter 11
case becomes necessary to conclude the restructuring provided
under the Bridge Plan.

The Bridge Plan also incorporates separate settlements of the Step
One and Step Two LBO Claims.

According to the Plan Proponents' counsel, Thomas E. Lauria, Esq.,
at White & Case LLP, in New York, the Bridge Plan provides each
LBO Lender constituency with the opportunity to participate in a
settlement that would resolve a litigation against it.  The Bridge
Plan also provides the opportunity for a consensual resolution of
several critical and fact-intensive litigation issues, but
confirmation and effectiveness of the Bridge Plan are not
conditioned upon that resolution.  Thus, Mr. Lauria maintains, the
Bridge Plan provides the opportunity for a truly consensual
settlement of the LBO-Related Causes of Action against the LBO
Lenders, while allowing any or all unresolved Litigation Trust
Causes of Action to proceed post-confirmation.

                        Plan Settlements

The Plan Settlements are severable and one or more may be accepted
separately by the applicable constituencies and approved by the
Bankruptcy Court.

The Step One Lender Settlement provides the Step One Lenders with
a recovery of (i) $4.389 billion of total distributable enterprise
value and (ii) 25% of the Trust Interests.  The Step One Lender
Settlement also provides for the Senior Noteholders to recover
$600 million in Cash and 50% of the Trust Interests, for the
PHONES Noteholders to receive $40 million in Cash and 20% of the
Trust Interests, and for distributions to other creditor parties.

The Step Two Lender Settlement provides the Step Two Lenders with
a recovery of (i) $950 million of DEV and (ii) if the Step One
Lender Settlement is approved, 25% of the Trust Interests.  In
addition to any recoveries provided under the Step One Lender
Settlement or Trust structure, the Step Two Lender Settlement
provides for a distribution of $309 million to the Step One
Lenders, $150 million to the Senior Noteholders, $35 million to
the PHONES Noteholders, and $12 million to the Holders of Other
Parent Claims.

If the Step One Lender Settlement is accepted and approved, the
Bridge Plan provides a recovery for the Bridge Loan Lenders of
$125 million in cash.  If the Bridge Loan Lender Settlement is
approved on a standalone basis, the Bridge Plan provides for a
recovery for the Bridge Loan Lenders of $125 million and 5% of the
Creditors' Trust Interests.  In either case, the Original Bridge
Loan Lenders would receive releases from the Estates and the other
Bridge Loan Lenders in lieu of those recoveries.

If one or more Plan Settlements are not accepted by the applicable
LBO Lender constituencies and approved by the Bankruptcy Court,
the Bridge Plan provides that the associated litigation related to
the Leveraged ESOP Transaction will be preserved and, following
the Effective Date, prosecuted by a multi-trust structure
comprised of the Litigation Trust and the
Creditors' Trust, while still providing a substantial distribution
of the Debtors' total DEV upon the Debtors' emergence from Chapter
11.

King Street, et al., believe that the alternative Plan
Settlement/Trust structure is preferable to the other
reorganization structures proposed in the various competing plans
filed in the Debtors' Chapter 11 cases because it is far
preferable to the one-sided "settlement" in the Debtor/LBO Lender
Plan, which is proposed by the Debtors and various defendants of
those claims.  Moreover, King Street, et al., believe the
Debtor/LBO Lender Plan selectively and intentionally ignores legal
issues and potential litigation outcomes which would be beneficial
to the Bridge Loan Lenders, is otherwise unfair in critical
respects and is unconfirmable.

The Plan Settlements are, to varying extents, predicated on the
Debtors having total DEV of $6.75 billion.  Under the Trust
structure, total DEV and allocation of DEV among the Debtors will
be determined at Confirmation.

Under either Bridge Plan structure, all Allowed Administrative
Expense Claims, Allowed DIP Facility Claims, and Allowed Priority
Tax Claims against Tribune will be paid in full; all Allowed
Priority Non-Tax Claims, Allowed Other Secured Claims, and
Interests in the Guarantor Debtors and Non-Guarantor Debtors will
be reinstated; all Intercompany Claims will be Allowed; and there
will be no recovery to the Tribune Interests.

The Bridge Plan creates numerous "Classes" of Claims and
Interests.  These Classes take into account the differing nature
and priority of Claims against and Interests in the Debtors.
Administrative Expense Claims, DIP Facility Claims and Priority
Tax Claims are not classified for purposes of voting or receiving
distributions under the Bridge Plan, but are treated separately
as unclassified Claims.  The Bridge Plan provides specific
treatment for each Class of Claims and Interests. Only
Holders of Allowed Claims and Allowed Interests are entitled to
vote on and receive distributions under the Bridge Plan.

According to Mr. Lauria, all non-subordinated prepetition Claims
recover substantially more than under a hypothetical liquidation;
therefore, King Street, et al., believe that the "best interests"
of creditors test is satisfied.

A full-text copy of the Bridge Plan is available for free at:

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

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

                  PRE-LBO DEBTHOLDERS CH. 11 PLAN

The Plan of Reorganization proposed by the Pre-LBO Debtholders led
by Aurelius Capital Management, LP, on behalf of its managed
entities, proposes these classifications and proposed initial
distributions of claims and equity interests:

                    Initial
Class               Distribution
-----               -------------
Step One            Pro rata share of LBO Debt Reserve DEV
Senior Loan         allocable to Step One Lender Claims Classes,
(Class 1C)/Step     on account of Claims against Tribune and the
One Senior Loan     Guarantor Debtors.
Guaranty Claims
(Classes 50C-111C)

Step Two Senior     Pro rata share of LBO Debt Reserve DEV
Loan Claims(Class   allocable to Step Two Lender Classes, on
1D)/Step Two Senior account of Claims against Tribune and the
Loan Guaranty       Guarantor Debtors, but only in the event the
Claims(Classes 50D- Senior Loan Claim Sharing Resolution is
111D)               determined in favor of Step Two Lenders.

Bridge Loan Claims  The amount of the LBO Debt Reserve DEV
(Class 1E)/Bridge   otherwise allocable to the Classes of Bridge
Loan Guaranty       Loan Lenders will be placed in the
Claims(Classes 50E- Distribution Trust Reserve for ultimate
111E).              distribution in accordance with the
                    Litigation Distribution Orders.

Senior Noteholder   Pro rata share of Parent DEV allocable
Claims(Class 1F)    to Senior Noteholder Class, plus a Pro Rata
                    share of initial distributions otherwise
                    allocable to the EGI-TRB LLC Notes Class and
                    the PHONES Notes Class in accordance with
                    the applicable subordination provisions in
                    the EGI-TRB LLC Notes and the PHONES Notes
                    Indenture, less the amount of Cash received
                    as Initial Distribution that is necessary to
                    fund any shortfall to ensure that Holders of
                    Allowed Other Non-Guarantor Debtor Claims
                    are paid in full, in Cash.

Other Parent        Pro rata share of Parent DEV;
Claims (Class 1G).

Other Non-Guarantor Payment in full, in Cash (including
Debtor Claims       Postpetition Interest).
(Classes 2G-49G)

Other Guarantor     Cash equal to 8% of their Allowed Other
Debtor Claims       Guarantor Debtor Claim.
(Classes 50G-
111G).

EGI-TRB LLC Notes   Pro rata share of Parent DEV allocable to
Claims (Class 1H)   EGI-TRB LLC Notes Claims will be (i) turned
                    over to Senior Noteholders on account of the
                    subordination provisions in the EGI-TRB LLC
                    Notes and (ii) the remainder placed in the
                    Distribution Trust Reserves for other
                    potential beneficiaries of the subordination
                    provisions of the EGI-TRB LLC Notes pending
                    allowance of such potential beneficiaries'
                    Claims and ultimately distributed in
                    accordance with the Litigation Distribution
                    Orders.

PHONES Notes Claims Pro rata share of Parent DEV allocable to
(Class 1I)          PHONES Notes Claims will be (i) turned over
                    to Senior Noteholders on account of the
                    subordination provisions in the PHONES Notes
                    Indenture and (ii) the remainder placed in
                    the Distribution Trust Reserves for other
                    potential beneficiaries of the subordination
                    provisions of the PHONES Notes Indenture
                    pending allowance of those potential
                    beneficiaries' Claims and ultimately
                    distributed in accordance with the
                    Litigation Distribution Orders.

Subordinated        The amount that would have equated to an
Securities Claims   initial distribution otherwise allocable
(Class 1K).         to Subordinated Securities Claims will be
                    placed in the Distribution Trust Reserve
                    for ultimate distribution in accordance
                    with the Litigation Distribution Orders.

The Pre-LBO Debtholders Plan also provides for these estimated
claim amounts and estimated recoveries on account of the proposed
initial distribution:

                                           Estimated Recovery
                            Estimated      on Account of the
Class                       Claim Amounts  Initial Distribution
-----                       -------------  --------------------
Step One Senior Loan
Claims (Class 1C)/Step
One Senior Loan Guaranty
Claims (Class 50C-111C)     $6.621 billion        38.7%

Step Two Senior Loan
Claims(Class 1D)/Step
Two Senior Loan Guaranty
Claims (Classes 50D-111D)   $2.101 billion        38.7%

Bridge Loan Claims (Class
1E)/Bridge Loan Guaranty
Claims (Classes 50E-111E).  $1.620 billion         0.0%

Senior Noteholder Claims
(Class 1F)                  $1.283 billion         4.8%

Other Parent Claims
(Class 1G)                  $154 million           4.4% or 15.0%

Other Non-Guarantor
Debtor Claims (Classes
2G-49G).                    $6 million             100%

Other Guarantor Debtor
Claims (Classes 50G-111G).  $112 million           $8% or 25%

EGI-TRB LLC Notes Claims
(Class 1H)                  $235 million           0%

PHONES Notes Claims
(Class 1L)                  $703 million           0%

Subordinated Securities
Claims (Class 1K)           $56 million            0%

Tribune Interests
(Class 1L).                 N/A                    N/A

Interest in Non-
Guarantor Debtors
(Classes 2L-49L).           N/A                    N/A

Interests in Guarantor
Debtors (Classes 50L-
111L).                      N/A                    N/A


                           STEP ONE PLAN

The Plan of Reorganization proposed by certain holders of Step One
Senior Loan Claims led by JPMorgan Chase Bank, N.A., as
administrative agent under the loan agreement, provides for these
classifications and treatment of claims:

Affected Claims             Estimated
and Description          Allowed Claims           Treatment
---------------          --------------           ---------
Priority Non-Tax
Claims (Class 1A)        $0 to $1 million         Unimpaired

Other Secured Claims
(Class 1B)               Undetermined             Unimpaired

Step One Senior Loan
Claims (Class 1C(i))     $6.470 billion           Impaired

Step Two Senior Loan     $0 on the Effective
Claims (Class 1C(ii)     Date and up to $2.101
                         billion if allowed       Impaired

Bridge Loan Claims       $0, as of the Effective
(Class 1D)               Date and up to $1.620
                         billion if allowed       Impaired

Senior Noteholder
Claims (Class 1E)        $1.283 billion           Impaired

Other Parent Claims
(Class 1F)               $260 to $350 million     Impaired

Convenience Claims
(Class 1G)               $0 to $1 million         Unimpaired

EGI-TRB LLC Notes
Claims (Class 1I)        $0, as of the Effective
                         Date                     Impaired

PHONES Notes Claims
(Class 1J)               $760,880,790             Impaired

Intercompany Claims
(Class 1K)               N/A                      Impaired

Securities Litigation
Claims (Class 1L)        Undetermined             Impaired

Tribune Interests
(Class 1M)               N/A                      Impaired

Priority Non-Tax
Claims Classes 2A-
111A)                    $0 to $1 million         Unimpaired

Other Secured Claims
(Classes 2B-111B)        Undetermined             Unimpaired

Step One Senior Loan     $6.621 billion
Guaranty Claims          (including Swap
(Classes 50C(i)-         claim)                   Impaired
111C(i)

Step Two Senior Loan     $0 on the Effective
Guaranty Claims          Date and up to $2.101
(Classes 50C(ii)-111C    billion if allowed       Impaired
(ii)

Bridge Loan Guaranty     $0, as of the Effective
Claims(Class 50D-111D)   Date and up to $1.620
                         billion if allowed       Impaired
General Unsecured
Claims (Classes 2E-
111E)                    $85 to $150 million      Impaired

Intercompany Claims
(Class 2K-111K)          N/A                      Impaired

Securities Litigation
Claims (Classes 2L-
111L)                    Undetermined             Impaired

Interest in Filed
Subsidiary Debtors
(Classes 2M-111M)        N/A                      Unimpaired

                            BRIDGE PLAN

The Plan of Reorganization proposed by King Street Acquisition
Company, LLC, King Street Capital, L.P. and Marathon Asset
Management, L.P., on behalf of certain funds and managed accounts,
in their capacity as Bridge Loan Lenders, provides for these
classifications and treatment of claims:

Class   Description              Treatment
-----   -----------              ---------
1A     Priority Non-Tax         Each Holder of an Allowed
       Claims                   Priority Non-Tax Claim against
                                Tribune will have its Claim
                                Reinstated.

                                Unimpaired.

1B     Other Secured Claims     Each Holder of an Allowed Other
                                Secured Claim against Tribune
                                will have its Claim Reinstated.

                                Unimpaired.

1C     Step One Senior Loan     If the Holders of Step One
                                Senior Loan Claims vote to
                                accept the Bridge Plan and elect
                                on the Ballot to participate in
                                the Step One Lender Settlement,
                                and the Step One Lender
                                Settlement is approved by the
                                Bankruptcy Court, the Step One
                                Senior Loan Claims will be
                                Allowed Claims against Tribune
                                in the aggregate amount of
                                $6.617 billion.

                                If not, the Step One Senior Loan
                                Claims will be deemed
                                provisionally Allowed in an
                                aggregate amount equal to all
                                amounts payable under the Senior
                                Loan Agreement or the Pledge
                                Agreement in respect of Step One
                                Senior Loan Claims.

                                Impaired.

1D     Step Two Senior Loan     If the Holders of Step Two
       Claims                   Senior Loan Claims vote to
                                accept the Bridge Plan and elect
                                the Ballot to participate in the
                                Step Two Lender Settlement, and
                                the Step Two Lender Settlement
                                is approved by the Bankruptcy
                                Court, the Step Two Senior Loan
                                Claims will be Allowed Claims
                                against Tribune in the aggregate
                                amount of $2.105 billion.

                                If not, the Step Two Senior Loan
                                Claims will be deemed
                                provisionally Allowed in an
                                aggregate amount equal to all
                                amounts payable under the Senior
                                Loan Agreement or the Pledge
                                Agreement in respect of Step Two
                                Senior Loan Claims.

                                Impaired.

1E     Bridge Loan Claims       If the Holders of Bridge Loan
                                Claims vote to accept the Bridge
                                Plan and elect on the Ballot to
                                accept the Bridge Loan Lender
                                Settlement, and the Plan
                                Settlement is approved by the
                                Bankruptcy Court, the Bridge
                                Loan Claims will be Allowed
                                Claims against Tribune in the
                                aggregate amount of
                                $1.62 billion.

                                If not, the Bridge Loan Claims
                                will be Disputed Claims and will
                                not be subject to challenge by
                                the Litigation Trust.

                                Impaired.

1F     Senior Noteholder        The Senior Noteholder Claims
       Claims                   will together be deemed Allowed
                                in the aggregate amount of
                                $1,283,055,743, and will not be
                                subject to reduction,
                                disallowance, subordination, set
                                off or counterclaim.

                                Impaired.

1G     Other Parent Claims      Other Parent Claims will be
                                subject to allowance or
                                disallowance in whole or in part
                                under the applicable provisions
                                of the Bridge Plan.

                                Impaired.

1H     EGI-TRB LLC Notes        EGI-TRB LLC Notes Claims against
       Claims                   Tribune will be deemed Disputed
                                Claims for all purposes under
                                the Bridge Plan and subject to
                                objection by the Litigation
                                Trust pursuant to the Bridge
                                Plan.

                                Impaired.

1I     PHONES Notes Claims      If the Step One Lender
                                Settlement is accepted by the
                                applicable Classes, and the Step
                                One Lender Settlement is
                                approved by the Bankruptcy
                                Court, the PHONES Notes Claims
                                will be Allowed Claims against
                                Tribune in the aggregate amount
                                of $761 million.

                                If not, the PHONES Notes Claims
                                will be deemed Allowed in the
                                aggregate amount determined by
                                the Bankruptcy Court pursuant to
                                the PHONES Notes Claims
                                Resolution.

                                The PHONES Notes Claims will not
                                be subject to reduction,
                                disallowance, subordination,
                                setoff or counterclaim.

                                Impaired.

1J     Intercompany Claims      In connection with the Plan
                                Settlements, the Intercompany
                                Claims will be Allowed Claims
                                against Tribune in the aggregate
                                amount of $31.329 billion
                                (subject to enforcement of the
                                Intercompany Claims
                                Subordination Provision);
                                provided that if the
                                Intercompany Claims
                                Subordination Provision is not
                                enforced by the Bankruptcy
                                Court, all Intercompany Claims
                                will be subject to adjudication
                                at Confirmation.

                                The Intercompany Claims may
                                otherwise be Reinstated,
                                discharged or otherwise
                                satisfied in accordance with the
                                terms of the Confirmation Order
                                and the Litigation Distribution
                                Orders as required by the
                                applicable Trust structure.

                                Impaired; however, pursuant to
                                the Bridge Plan, votes will not
                                be solicited from Holders of
                                Intercompany Claims.

1K     Subordinated Securities  Each Holder of an Allowed
       Claims                   Subordinated Securities Claim
                                against Tribune will receive (i)
                                its Pro Rata share of the Class
                                1K Distribution Trust Interests,
                                and (ii) to the extent the
                                Subordinated Securities Claim
                                Holder has not made the
                                Non-Contribution Election, its
                                Pro Rata Share of Class 1K
                                Creditors' Trust Interests.

                                Impaired.

1L     Tribune Interests        On the Effective Date, all
                                Tribune Interests will be
                                extinguished and Holders of the
                                Tribune Interests will not
                                receive or retain any property
                                under the Bridge Plan on account
                                of those Tribune Interests.

                                Impaired. Holders of Tribune
                                Interests in Class 1L are
                                conclusively deemed to have
                                rejected the Bridge Plan and are
                                not entitled to vote to accept
                                or reject the Bridge Plan.

The Bridge Plan also identifies classes of claims against Non-
Guarantor Debtors and Guarantor Debtors.

                          About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRICO MARINE: Wants to Sell Vessels to Sea Lyon Marine and GML
--------------------------------------------------------------
Trico Marine Services, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for authorization to sell their
assets free and clear of liens, claims and encumbrances to Sea
Lyon Marine, Inc., and GML (Offshore & Petroleum Limited).

Sea Lyon agreed to purchase Carson River, East River and Powder
River for $1,500,000, pursuant to that certain vessels purchase
agreement dated October 21, 2010.  Sea Lyon agreed to pay $300,000
or 20% deposit as security for the correct fulfillment of the
agreement.  The closing of the sale and purchase of the vessels
will take place by November 30, 2010.

GML agreed to purchase Trinity River, Suwanee River, Roe River,
Oak River, and Elm River,  en bloc, for $5,800,000,
pursuant that certain memorandum of agreement, Saleform 1993.
Specifically, the purchase price of each vessel is:

   -- $1,000,000 to the Trinity River;

   -- $950,000 to the Suwanee River;

   -- $1,200,000 to the Roe River;

   -- $950,000 to the Oak River; and

   -- $1,700,000 to the Elm River.

The vessels were inspected by GML, and GML accepted the condition
of each vessel, except for the Trinity River.  GML agreed to buy
the Trinity, subject to certain repairs being made.  However, on
the closing date, the purchase price of the Trinity River will be
escrowed pending completion of the repairs and transfer to GML.

GML and the Debtors agreement will be terminated on December 22.
The vessels are expected to be delivered by November 21, except
for the Trinity.

The Debtors propose a hearing on the requested sale transactions
on November 10.

                        About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed $30,562,681 in assets and $353,606,467 in liabilities as
of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-
12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.


TRICO MARINE: S&P Withdraws 'D' Corporate Credit Ratings
--------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'D'
corporate credit ratings and other ratings on Trico Marine
Services Inc. and its indirect subsidiary Trico Supply AS.

S&P also withdrew the 'D' issue-level rating and '2' recovery
rating on indirect subsidiary Trico Shipping AS's senior secured
notes.


TROPICANA ENTERTAINMENT: Scott Butera Resigns as President & CEO
----------------------------------------------------------------
Tropicana Entertainment Inc. said Friday Scott C. Butera intends
to resign as President and Chief Executive Officer and as a member
of the Board of Directors.  Mr. Butera is leaving Tropicana
Entertainment to become the chief executive officer of another
unnamed company in the gaming industry.  Mr. Butera has agreed to
continue in his current positions for a transition period and
until a replacement has been identified by the Board of Directors.

"I greatly appreciate the opportunity to have led Tropicana
Entertainment through its successful financial and operational
restructuring," Mr. Butera said.  "The Company's properties are
well positioned to succeed in each of their markets.  Tropicana
Entertainment now has a strong balance sheet, an experienced
management team and ownership with a successful track record in
the industry, all of which provide a stable platform for the
company's future growth.  I am highly confident Tropicana
Entertainment will be successful for years to come."

Carl C. Icahn, Chairman of the Board of Directors, said: "I
appreciate all of Scott's efforts in managing the Company's
successful restructuring and emergence from bankruptcy. Tropicana
Entertainment is a strong company with attractive assets and a
deep management team, and I look forward to working with the Board
of Directors to identify a new candidate to replace Scott."

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.


UNIVERSAL BUILDING: Back On Track With Chapter 11 Plan
------------------------------------------------------
A judge ruled that Universal Building Products Inc.'s lender must
fulfill its promise to support the company's Chapter 11 plan,
according to an attorney for the company, Dow Jones' Small Cap
reports.

According to the report, Judge Mary Walrath of the U.S. Bankruptcy
Court in Wilmington, Del., sided with UBP, attorney Harley
Goldstein said in an email, after holding a trial to determine
whether lender UBP Acquisition Corp. was on the hook for "millions
of dollars" it previously committed to fund UBP's liquidation
plan.

In August, the report notes, the lender - an affiliate of Oaktree
Capital Management LP - entered into an agreement that allowed it
to take control of the company's assets.  As part of that deal,
UBP Acquisition had pledged its support for UBP's bankruptcy-exit
strategy and committed to providing the company with funding, some
of which was to be funneled to unsecured creditors in the case as
part of a liquidation plan, the report relates.

                      About Universal Building

Westminster, California-based Universal Building Products, Inc.,
dba UBP, filed for Chapter 11 bankruptcy protection on August 3,
2010 (Bankr. D. Del. Case No. 10-12453).  Mark Minuti, Esq.,
MaryJo Bellew, Esq., and Teresa K.D. Currier, Esq., at Saul Ewing
LLP, assists the Debtor in its restructuring effort.  UBP
estimated $1 million to $10 million in assets and $10 million to
$50 million in debts in its petition.

The Debtor's affiliates Accubrace, Inc. (Bankr. D. Del. Case No.
10-12454), Don De Cristo Concrete Accessories, Inc. (Case No. 10-
12455), Form-Co, Inc. (Case No. 10-12456), and Universal Form
Clamp, Inc. (Case No. 10-12457), filed separate Chapter 11
petitions on August 4, 2010.  Accubrace estimated $500,001 to
$1 million in assets and $10 million to $50 million in debts.


UNIVERSAL BUILDING: Arent Fox, Elliott Greenleaf Disqualified
-------------------------------------------------------------
A judge refused to allow the group representing unsecured
creditors in Universal Building Products Inc.'s bankruptcy case to
retain a pair of law firms and urged a federal watchdog to develop
a new method for ensuring such committees can't be coerced into
selecting their professionals, Dow Jones' DBR Small Cap reports.

According to the report, Judge Mary F. Walrath of the U.S.
Bankruptcy Court in Wilmington, Del., issued an order denying
Arent Fox LLP and Elliot Greenleaf & Siedzikowski P.C.'s bid to
represent the unsecured creditors committee.  The report relates
that the ruling wraps up a two-month-long court fight between the
creditors and UBP, which claimed that the law firms had violated
the Bankruptcy Code and codes of professional conduct as they went
about attempting to secure support for their retention.

                      About Universal Building

Westminster, California-based Universal Building Products, Inc.,
dba UBP, filed for Chapter 11 bankruptcy protection on August 3,
2010 (Bankr. D. Del. Case No. 10-12453).  Mark Minuti, Esq.,
MaryJo Bellew, Esq., and Teresa K.D. Currier, Esq., at Saul Ewing
LLP, assists the Debtor in its restructuring effort.  UBP
estimated $1 million to $10 million in assets and $10 million to
$50 million in debts in its petition.

The Debtor's affiliates Accubrace, Inc. (Bankr. D. Del. Case No.
10-12454), Don De Cristo Concrete Accessories, Inc. (Case No. 10-
12455), Form-Co, Inc. (Case No. 10-12456), and Universal Form
Clamp, Inc. (Case No. 10-12457), filed separate Chapter 11
petitions on August 4, 2010.  Accubrace estimated $500,001 to
$1 million in assets and $10 million to $50 million in debts.


UNIVERSITY SHOPPES: Bankr. Court Confirms BOA's 2nd Amended Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
entered an order confirming secured creditor Bank of America,
N.A.'s Second Amended Chapter 11 Plan for University Shoppes, LLC.

At least one class of claims that is impaired under the Plan,
specifically Class 3 (Allowed Secured Claim of BOA), has voted to
accept the Plan, and thus satisfies the requirements of Bankruptcy
Code section 1129(a)(10).  No holders of Equity Interests voted on
the Plan.

Based upon the Debtor's voluntarily withdrawal of its Second
Amended Chapter 11 Plan of Reorganization, BOA's Plan is the only
plan involving the Debtor pending before the Court or any other
court.

As reported in the Troubled Company Reporter on on July 13, 2010,
BOA's Plan provides that the shopping plaza, known as University
Shoppes or University Center, will be sold to the highest and best
qualified bidder at an auction sale to be supervised by the
Bankruptcy Court.

BOA's Plan provides for the distribution of the proceeds of the
sale to BOA, except for the $50,000 to be paid to the Plan
Trustee for litigation and administrative expenses, an additional
$50,000 to be paid to the Plan Trustee for distribution to
unsecured creditors, amounts required to be paid to certain
holders of priority claims and certain administrative expenses.

These amounts will be paid from the proceeds of the sale or, if
BOA acquires the property by credit bid, BOA will pay these
expenses directly from its own funds.

Unsecured creditors holding allowed unsecured claims will also
receive, on a pro rata basis, any litigation recoveries obtained
by the Plan Trustee, after payment of the Plan Trustee's and his
professionals' fees and expenses approved by the Bankruptcy Court.

                  About University Shoppes, LLC

Miami Lakes, Florida-based University Shoppes, LLC, has filed for
Chapter 11 bankruptcy protection on November 19, 2009 (Bankr. S.D.
Fla. Case No. 09-35544).  Paul DeCailly, Esq., who has an office
in Tampa, Florida, assists the Company in its restructuring
effort.  The Debtor did not file a list of its 20 largest
unsecured creditors when it filed its petition.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


USG CORPORATION: Fitch Affirms 'B' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed the ratings of USG Corporation:

  -- Issuer Default Rating at 'B';
  -- Secured bank credit facility at 'BB/RR1';
  -- Senior unsecured guaranteed notes at 'BB/RR1'.

Fitch has also assigned a 'BB/RR1'rating to USG's private offering
of $350 million of senior unsecured notes.  The new issue will be
guaranteed on a senior unsecured basis by certain of USG's
domestic subsidiaries.  The company intends to use the net
proceeds from the sale of the notes for general corporate
purposes, which may include the repayment of indebtedness, working
capital, capital expenditures and acquisitions.

As a result of the new debt issuance, the Recovery Rating on USG's
existing senior unsecured notes that are not guaranteed by the
company's subsidiaries are being lowered:

  -- Senior unsecured notes to 'B-/RR5' from 'B/RR4';
  -- Convertible senior unsecured notes to 'B-/RR5' from 'B/RR4'.

The Rating Outlook has been revised to Negative from Stable.

Fitch's Recovery Rating of 'RR1' on USG's $500 million secured
revolving credit facility and $650 million unsecured notes
indicates outstanding recovery prospects for holders of these debt
issues.  (The $650 million unsecured notes are guaranteed on a
senior unsecured basis by certain of USG's domestic subsidiaries.)
Although the senior unsecured notes are effectively subordinate to
the company's secured debt, including the $500 million secured
revolving credit facility, the recovery prospects for both of
these debt classes are similar given USG's strong asset coverage.
Fitch's 'RR5' on USG's senior unsecured notes that are not
guaranteed by the company's subsidiaries indicates below average
recovery prospects for holders of these debt issues.  Fitch
applied a liquidation analysis for these RRs.

The rating for USG is based on the company's leading market
position in all of its businesses, strong brand recognition, its
large manufacturing network and sizeable gypsum reserves.  Risks
include the cyclicality of the company's end-markets, excess
capacity currently in place in the U.S. wallboard industry,
volatility of wallboard pricing and shipments and the company's
high leverage.

The Negative Outlook reflects the expectation that underlying
demand for the company's products will remain weak through 2011.
While Fitch expects to see moderate improvement in housing metrics
as well as home improvement spending next year, these positives
will likely be largely offset by the continued decline in
commercial construction spending.  (Roughly 1/3 of the company's
sales are directed to the new commercial construction market.)
Within this environment, selling price increases for its gypsum
wallboard product may be challenging.  Fitch expects operating
margins will improve next year, although they are likely to stay
in negative territory.  Given the weak margins, the company will
be challenged to generate free cash flow next year.  Nevertheless,
USG has solid liquidity with $400 million of cash, $144 million of
short- and long-term marketable securities and $144 million of
availability under its revolving credit facilities in the U.S. and
Canada.  This liquidity should give the company financial
flexibility to deal with soft underlying demand for its products
in the intermediate term.  The new notes issuance further enhances
the company's strong liquidity position.

USG markets its products primarily to the construction industry,
with approximately 20% of the company's 2009 net sales directed
toward new residential construction, 31% derived from new non-
residential construction, 47% from the repair and remodel segment
(commercial and residential) and 2% from other industrial
products.  In the past, earnings stability in the building
materials segment has been driven by end-market diversification -
historically, weakness in residential demand has been largely
offset by commercial/industrial strength and/or repair and remodel
spending.  This has not been the case in 2009 and 2010, wherein
most of USG's end-markets were in decline simultaneously although
at different stages of correction.  Statistical and anecdotal
information suggest that a bottom was reached for U.S. housing,
though early-stage recovery has been much more muted than average.

Fitch currently projects total housing starts will improve 3.6%
this year and increase 15.8% in 2011.  During the first 12-24
months off this bottom, the recovery may appear jaw-toothed as
substantial foreclosures now in the pipeline present as distressed
sales, and as meaningful new foreclosures arise from Alt-A and
option adjustable-rate mortgage resets.  Home improvement spending
is projected to grow 3.5% in 2010 (following three consecutive
years of decline) and is expected to improve 4% next year.  A
pick-up in home sales, particularly in existing home sales,
combined with a growing economy should lead to higher spending on
home renovations in 2011.  Commercial construction started to
weaken early in 2009 and that pattern continued and intensified in
2010.  Commercial construction is projected to decrease further
next year.  Fitch currently projects private non-residential
construction spending (as measured by the Census Bureau) to
decline 20% in 2010 and 8% in 2011.


WAVE HOUSE: Enters Bankruptcy After Rent Increase
-------------------------------------------------
The company that operates the San Diego amusement area Belmont
Park has filed for bankruptcy protection after the city imposed an
eightfold increase in rent, Dow Jones' Small Cap reports.

According to the report, Wave House Belmont Park LLC made the move
Wednesday after the city of San Diego, which owns the land,
imposed the rent increase but wouldn't approve a plan for
additions to the amusement park that would have helped the company
make the rent, said Thomas J. Lochtefeld, the managing member of
the company, in a letter posted on the park's website.

The report relates that the site in Mission Beach features rides,
wave pools and other entertainment.  Wave House Belmont Park
"filed for Chapter 11 reorganization to defend its interpretation
of the lease and to oppose the city in federal court," Mr.
Lochtefeld said, the report notes.


WAVE HOUSE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Wave House Belmont Park, LLC
        3146 Mission Boulevard, Ste. F
        San Diego, CA 92109

Bankruptcy Case No.: 10-19663

Chapter 11 Petition Date: November 3, 2010

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

Debtor's Counsel: John L. Smaha, Esq.
                  SMAHA LAW GROUP, APC
                  7860 Mission Center Court, Suite 100
                  San Diego, CA 92108
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  E-mail: jsmaha@smaha.com

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

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

The petition was signed by Thomas J. Lochtefeld, managing member.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
San Diego County          2009 Real Property     $496,105
Treasurer                 Tax
P.O. Box 129009
San Diego, CA 92112

Wave House US, LLC        Loans                  $110,320
210 Westbourne Street
La Jolla, CA 92037

City of San Diego         Unpaid rent            $95,504
1200 3rd Ave.
Ste. 1700-MS 51A
San Diego, CA 92101-4199

R&M Construction          General contractor     $66,329

Landmark Mechanical       Vendor services        $38,750

EPA K-9 Investigative     Vendor services        $33,790
Services

Standard Art, Inc.        Vendor services        $30,602

Thorsnes Bartolotta       Unpaid legal fees      $23,414
McGuire

Citibank Advantage        Bills payments and     $15,619
                          products

Keith Monroe & Co.        Vendor services        $13,000

Expense Reduction         Vendor services        $11,268
Experts, Inc.

Alliance Insurance        Vendor services        $9,722
Services

Waste Management of       Vendor services        $9,194
El Cajon

Grassroots Landcare       Vendor services        $9,110

American Express          Business Credit Card   $9,087
                          Bill Payments

KNSD                      Vendor services        $6,800

SDG&E                     Utility services       $5,585

XETV SanDiego6            Vendor services        $5,100

Midwest Television, Inc.  Vendor services        $4,250

Cisco Systems Capital     Lease payment on       $3,924
Corp.                     Security Equipment


WASHINGTON MUTUAL: Confirmation Hearing Hearing Set for Dec. 1
--------------------------------------------------------------
Washington Mutual, Inc., and its debtor-affiliates obtained
approval of their Disclosure Statement explaining their Sixth
Amended Joint Plan of Reorganization fromthe U.S. Bankruptcy Court
for the District of Delaware on Oct. 18, 2010, and have
distributed copies of the Plan and Disclosure Statement to
creditors.  The Bankruptcy Court will consider confirmation of the
plan at a hearing at 1:00 p.m. on Dec. 1, 2010, in Wilmington,
Del.  Objections, if any, must be filed and served by 4:00 p.m.,
prevailing Eastern Time, on Nov. 19, 2010.  Copies of the debtor's
solicitation documents, the plan, and the disclosure statement are
available at http://kccllc.net/wamu/at no charge.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500,000,000 to $1,000,000,000 with zero
debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JP Morgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WESTSIDE MEDICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Westside Medical Park, LLC
        1801 Century Park East 23rd Flr
        Los Angeles, CA 90067

Bankruptcy Case No.: 10-57457

Chapter 11 Petition Date: November 3, 2010

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: John P. Kreis, Esq.
                  350 S Grand Ave., Ste 1520
                  Los Angeles, CA 90071
                  Tel: (213) 613-1049
                  Fax: (213) 330-0258
                  E-mail: jkreis@attglobal.net

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Michael R. Lombardi, managing member.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Ronald A. Nelson          Loan                   $912,216
7374 Shiloh Ridge Road
Santa Rosa, CA 95403

A.C.Martin Partners,      Architect              $392,675
Inc.
444 S. Flower Street,
# 1200
Los Angeles, CA 90071

William Lippman Trust     Loan                   $255,000
10361 Lindbrook Drive
Los Angeles, CA 90024

James C. Evans            Loan                   $200,000
8129 South 350 East
Lafayette, IN 47909

Alston & Bird, LLP        Legal services         $175,931

Cerrell Associates        Consultant             $128,777

Armbruster, Goldsmith &   Legal services         $118,405
Delvac, LLP

Patricia A. Page          Loan                   $100,000

Richard A. Stonely        Loan                   $75,000

Jeff Crossland            Consultant             $74,000

Dakota Communications     Consultant             $63,297

Walden Partners           Consultant             $30,000

Garfield & Tepper         Legal fees             $20,670

Burnside & Associates,    Consultant             $19,701
Inc.

Katten Muchin Rosenman,   Legal fees             $18,754
LLP

Muir-Chase Plumbing, Inc. Plumbing               $17,920

Patrick & Dominique       Loan                   $15,000
Cindric

Hirsch/Green              Consultant             $13,663
Transportation Consulting
Inc.

CAJA Environmental        Consultant             $13,604
Services

Bowyer Environmental      Consultant             $10,970
Consulting Inc.


WINDSTREAM CORPORATION: Moody's Affirms 'Ba2' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed its ratings for Windstream
Corporation, including its Ba2 Corporate Family and Probability of
Default Ratings, upon the Company's announced plan to acquire
Hosted Solutions a regional data center operator, for a total
purchase price of about $310 million in cash.  At the same time,
Moody's lowered Windstream's Speculative Grade Liquidity to SGL-2
from SGL-1.  The rating outlook is stable.  The decline in the SGL
rating reflects Windstream's diminished (albeit still "good")
proforma liquidity profile as the company will likely use cash on
hand and existing committed external sources of liquidity to
finance the transaction, Windstream expects to close the
acquisition by the end of 2010.

                        Ratings Rationale

The transaction values Hosted at about 12.5x its trailing EBITDA
of about $25 million, which is at the upper end of recently
announced data center transactions.  Moody's expects only modest
synergies from the deal, as Hosted's colocation and managed
services do not greatly overlap with Windstream's current
offerings to its business customers, although the company will
recognize tax benefits from the acquisition over the next 15
years.  Nevertheless, the acquisition should provide Windstream
with greater opportunities to sell more telecommunications and
data services to business customers within its footprint.
Windstream already generates more than 50% of total revenue from
business and broadband customers and this transaction furthers the
company's transformation away from the more competitive and
revenue losing legacy residential voice offerings.  While revenue
growth from residential customers is deemed unlikely for most
incumbent wireline operators due to secular pressures, Moody's
expect revenue from the business sector to grow modestly when the
economy rebounds.

In Moody's view, the proposed transaction is not expected to
materially alter Windstream's operating and credit profile,
although the Company's adjusted Debt/EBITDA leverage is expected
to remain elevated for the rating category at about 3.8x over the
next two years.  Moody's notes that management has committed to
deleveraging towards its historic mid-3.0x levels, and the rating
and the outlook are predicated on the view that share buybacks
will not resume until Windstream reaches its leverage targets.

Although the transaction elevates leverage in the near term, it is
expected to be free cash accretive, as Hosted has completed its
recent expansion cycle, and currently operates its data centers at
about 60% capacity.  Moody's does not expect Windstream to add
more square foot capacity to the Hosted footprint.  However, this
transaction marks the sixth acquisition that Windstream has
announced in the past year and over a wide rural footprint.  In
Moody's view, ongoing acquisition activity may pressure
Windstream's ratings if it stretches the Company's resources
and/or if the staging of the integrations overlap with one another
and envisioned synergies are delayed.

Moody's most recent rating action for Windstream was on September
22, 2010, when Moody's assigned a Ba3 rating to the company's
senior unsecured note offering.

Windstream, headquartered in Little Rock, AR, is an ILEC providing
telecommunications services in 21 states and generated about
$3.3 billion in annual revenues in the 12 months ended
Sept. 30, 2010.


WLH INVESTMENTS: Taps Carl M. Barto as Bankruptcy Counsel
---------------------------------------------------------
The Hon. Wesley W. Steen of the U.S. Bankruptcy Court for the
the U.S. Bankruptcy Court for the Southern District of Texas
authorized WLH Investments, LTD, to employ Carl M. Barto as
bankruptcy counsel.

Mr. Barto is expected to represent the Debtor in the Chapter 11
proceedings.

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

Mr. Barto can be reached at:

     Carl M. Barto, Esq.
     817 Guadalupe
     Laredo, TX 78040
     Tel: (956) 725-7500
     Fax: (956) 722-6739

                    About WLH Investments, LTD

Laredo, Texas-based WLH Investments, LTD, filed for Chapter 11
bankruptcy protection on July 6, 2010 (Bankr. S.D. Tex. Case No.
10-50167).  Carl Michael Barto, Esq., at Law Office of Carl M.
Barto, assists the Company in its restructuring effort.  The
Company listed $16,130,616 in its assets and $3,490,481 in
liabilities as of Petition Date.


WLH INVESTMENTS: U.S. Trustee Unable to Form Creditors Committee
----------------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 7, notified the U.S.
Bankruptcy Court for the Southern District of Texas that he was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of WLH Investments, LTD.

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

Laredo, Texas-based WLH Investments, LTD, filed for Chapter 11
bankruptcy protection on July 6, 2010 (Bankr. S.D. Tex. Case No.
10-50167).  Carl Michael Barto, Esq., at Law Office of Carl M.
Barto, assists the Company in its restructuring effort.  The
Company listed $16,130,616 in its assets and $3,490,481 in
liabilities as of Petition Date.


WLH INVESTMENTS: Can Sell Property in Webb County, Texas
--------------------------------------------------------
The Hon. Wesley W. Steen of the U.S. Bankruptcy Court for the
the U.S. Bankruptcy Court for the Southern District of Texas
authorized WLH Investments, LTD, to sell its 5.2055 acre tract of
land and all improvements theron out of Abstract 50, Porcion 25,
Laredo, Webb County, Texas.

The Court also ordered that at closing, the agent will pay:

   a. taxes of record with respect to this property;

   b. reasonable and necessary closing costs usually paid by a
      seller or property,

   c. to BBVA Compass Bank, sufficient funds to satisfy the lien
      against the property securing Debtor's note to BBVA Compass
      Bank, dated November 14, 2008, in the amount of $1,305,760.

The closing agent will also pay the balance of the sales proceeds
to the Debtor for deposit in a segregated Debtor-in-possession at
BBVA Compass Bank.

The Debtor will hold the funds subject to any properly perfected
liens applicable to the property held by BBVA Compass Bank or any
other entity.  Further disposition of the funds is subject to
further order of this Court.

                    About WLH Investments, LTD

Laredo, Texas-based WLH Investments, LTD, filed for Chapter 11
bankruptcy protection on July 6, 2010 (Bankr. S.D. Tex. Case No.
10-50167).  Carl Michael Barto, Esq., at Law Office of Carl M.
Barto, assists the Company in its restructuring effort.  The
Company disclosed $16,130,616 in assets and $3,490,481 in
liabilities as of Petition Date.


WOLVERINE TUBE: Court Extends Filing of Schedules Until Dec. 16
---------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware extended, at the behest of Wolverine Tube,
Inc., et al., the deadline for the filing of schedules of assets
and liabilities, statements of financial affairs and lists of
executory contracts and unexpired leases until December 16, 2010.

The previous deadline for the filing of schedules was December 1,
2010.  The Debtors asked for additional time to file the schedules
as they have been unable to devote the resources necessary to
complete the schedules.  The Debtors said that their management
and other personnel are spending a significant amount of time
attending to the various tasks associated with the commencement of
the Debtors' Chapter 11 cases as well as their otherwise demanding
day-to-day duties.

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube filed for Chapter 11 bankruptcy protection on
November 1, 2010 (Bankr. D. Del. Case No. 10-13522).  Cozen
O'Connor, Esq., Mark E. Felger, Esq., and Simon E. Fraser, Esq.,
who have offices in Wilmington, Delaware, assist the Debtor in its
restructuring effort.

Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, are the Debtor's special corporate and tax counsel.

Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.

Donlin Recano & Company, Inc., is the Debtor's claim agent.

The Debtor disclosed $115,624,000 in total assets and $237,548,000
in total debts.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No. 10-
13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525), and
WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526) filed
separate Chapter 11 petitions.


WOLVERINE TUBE: Section 341(a) Meeting Scheduled for Dec. 2
-----------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, will convene a
meeting of Wolverine Tube, Inc., et al.'s creditors on December 2,
2010, at 9:30 a.m.  The meeting will be held at J. Caleb Boggs
Federal Building, 2nd Floor, Room 2112, Wilmington, Delaware.

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

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

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube filed for Chapter 11 bankruptcy protection on
November 1, 2010 (Bankr. D. Del. Case No. 10-13522).  Cozen
O'Connor, Esq., Mark E. Felger, Esq., and Simon E. Fraser, Esq.,
who have offices in Wilmington, Delaware, assist the Debtor in its
restructuring effort.

Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, are the Debtor's special corporate and tax counsel.

Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.

Donlin Recano & Company, Inc., is the Debtor's claim agent.

The Debtor disclosed $115,624,000 in total assets and $237,548,000
in total debts.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No. 10-
13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525), and
WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526) filed
separate Chapter 11 petitions.


WOLVERINE TUBE: Gets Nod to Hire Donlin Recano as Claims Agent
--------------------------------------------------------------
Wolverine Tube, Inc., et al., sought and obtained authorization
from the Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware to employ Donlin, Recano & Company, Inc., as
claims, noticing and balloting agent.

Donlin Recano will, among other things:

     a. maintain an official copy of the Debtors' schedules of
        assets and liabilities and statement of financial affairs
        listing the Debtors' known creditors and the amounts owed
        thereto;

     b. furnish a notice of the last day for the filing of proofs
        of claim and a form for the filing of a proof of claim,
        after the notice and form are approved by the Court;

     c. docket all claims received, maintain the official claims
        registers for each of the Debtors on behalf of the Clerk's
        Office, and provide the Clerk's Office with certified
        duplicate unofficial claims registers on a monthly basis,
        unless otherwise directed; and

     d. provide balloting and solicitation services, including
        preparing ballots, producing personalized ballots and
        tabulating creditor ballots on a daily basis.

Donlin Recano will be paid based on these rates:

        Clerical                                    $45-$65
        Technology/Programming Consultant          $155-$195
        Junior Case Manager                        $140-$175
        Senior Case Manager                        $185-$245
        Junior Consultant                          $250-$285
        Senior Consultant                            $295

A copy of the Debtor's agreement with Donlin Recano is available
for free at:

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

Louis A. Recano, Donlin Recano's CEO, assures the Court that the
firm is a "disinterested person" as that term defined in Section
101(14) of the Bankruptcy Code.

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube filed for Chapter 11 bankruptcy protection on
November 1, 2010 (Bankr. D. Del. Case No. 10-13522).  Cozen
O'Connor, Esq., Mark E. Felger, Esq., and Simon E. Fraser, Esq.,
who have offices in Wilmington, Delaware, assist the Debtor in its
restructuring effort.

Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, are the Debtor's special corporate and tax counsel.

Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.

The Debtor disclosed $115,624,000 in total assets and $237,548,000
in total debts.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No. 10-
13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525), and
WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526) filed
separate Chapter 11 petitions.


WOLVERINE TUBE: Taps Cozen O'Connor as Bankruptcy Counsel
---------------------------------------------------------
Wolverine Tube, Inc., et al., ask for authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Cozen
O'Connor as bankruptcy counsel, nunc pro tunc to the Petition
Date.

Cozen will, among other things:

     a. take necessary actions to protect and preserve the estates
        of the Debtors, including the prosecution of certain
        actions on the Debtors' behalf, the defense of any actions
        commenced against the Debtors, the negotiation of disputes
        in which the Debtors are involved, and the preparation of
        objections to claims filed against the Debtors' estates;

     b. prepare motions, applications, answers, orders, reports,
        and papers in connection with the administration of the
        Debtors' estates;

     c. pursue confirmation of a pre-negotiated plan of
        reorganization with the Debtors' senior secured
        noteholders; and

     d. perform all other necessary legal services in connection
        with the bankruptcy cases.

Cozen will be paid based on these rates:

        Mark E. Felger, Shareholder                  $595
        Simon E. Fraser, Associate                   $410
        Damien Tancredi, Associate                   $255
        Shareholders                               $350-$880
        Members                                    $265-$840
        Associates                                 $225-$425
        Paraprofessionals                          $125-$240

Mark E. Felger, Esq., a shareholder at Cozen, assures the Court
that the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube filed for Chapter 11 bankruptcy protection on
November 1, 2010 (Bankr. D. Del. Case No. 10-13522).  Scott K.
Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer Rose LLP,
are the Debtor's special corporate and tax counsel.

Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.

Donlin Recano & Company, Inc., is the Debtor's claim agent.

The Debtor disclosed $115,624,000 in total assets and $237,548,000
in total debts.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No. 10-
13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525), and
WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526) filed
separate Chapter 11 petitions.


* S&P's 2010 Global Corporate Defaults Tally Now at 73
------------------------------------------------------
Four U.S.-based corporate issuers defaulted last week, raising the
year-to-date 2010 global corporate default tally to 73, according
to a report published today by Standard & Poor's.  By region, the
current year-to-date default tallies are 50 in the U.S., three in
Europe, nine in the emerging markets, and 11 in the other
developed region (Australia, Canada, Japan, and New Zealand).

According to the report, titled "Global Corporate Default Update
(Oct. 29 - Nov. 4, 2010) (Premium)," so far this year, missed
interest or principal payments are responsible for 27 defaults,
Chapter 11 and foreign bankruptcy filings account for 22,
distressed exchanges account for 19, receiverships account for
three, regulatory directives and administration account for one
default each.

Of the global corporate defaulters in 2010, 42% of issues with
available recovery ratings had recovery ratings of '6' (indicating
our expectation for negligible recovery of 0% to 10%), 12% of the
issues had recovery ratings of '5' (modest recovery prospects of
10% to 30%), 8% had recovery ratings of '4' (average recovery
prospects of 30% to 50%), and 17% had recovery ratings of '3'
(meaningful recovery prospects of 50% to 70%).  And for the
remaining two rating categories, 12% of the issues had recovery
ratings of '2' (substantial recovery prospects of 70% to 90%) and
10% had recovery ratings of '1' (very high recovery prospects of
90% to 100%).


* Conjoin Group Buys PHNS for $250 Million
------------------------------------------
ConJoin Group LLC, which is usually in the business of
streamlining operations and cutting costs at start-up companies,
has altered its course by acquiring one, Dow Jones' Small Cap
reports.

According to the report, the Boston-based turnaround firm said it
will pay $250 million in cash and debt for PHNS, a provider of
information technology and business services to hospitals and
other health care providers.


* Governor Reappoints William Brandt as Chair of Finance Authority
------------------------------------------------------------------
Development Specialists, Inc. disclosed that newly reelected
Illinois Governor Pat Quinn has appointed William (Bill) A.
Brandt, Jr., to a second two-year term as Chairman of the Illinois
Finance Authority.  The Governor has also asked Brandt to lend his
expertise and business savvy to the effort to have Illinois take
the lead in developing an information technology infrastructure by
appointing him as well to the Illinois Broadband Deployment
Council.  Mr. Brandt is the President and Chief Executive Officer
of DSI, one of the nation's oldest and best-known firms
specializing in the provision of management, consulting and
turnaround assistance to troubled or reorganizing enterprises.
With almost 35 years in the field, Mr. Brandt is widely
acknowledged as one of the country's foremost practitioners in the
area of corporate restructuring, bankruptcy and related policy
issues.

The Illinois Finance Authority is one of the nation's largest
state-sponsored and self-financed entities principally engaged in
issuing taxable and tax-exempt bonds, making loans and providing
capital investment for businesses, non-profit organizations and
local governments.  Mr. Brandt's reappointment is subject to
confirmation by the Illinois Senate, which unanimously confirmed
his initial appointment to this post in 2008.  The goal of the
Illinois Broadband Deployment Council is to ensure that advanced
telecommunications services are available to the citizens of
Illinois on a universal, competitive and affordable basis.

In commenting on his reappointment to the IFA, Mr. Brandt said, "I
am honored that Governor Pat Quinn has asked me to serve a second
term as Chair of this important organization.  The IFA is in a
unique position to help the people of this state by serving as
both a catalyst for job creation and an agent for economic growth,
and I'm gratified that the Governor has asked me to continue to
lead these efforts."

The IFA also plays an important and statutory role in the
supervision, financing and monitoring of municipal insolvency and
restructuring in Illinois.  Given his role with the IFA and his
reputation in the restructuring industry, Mr. Brandt has emerged
as the leading national expert on the issue of municipal
insolvency.  He was recently featured in the Chicago Tribune
article, "Municipal Bankruptcy Fears Overblown, Official Says,"
and was also one of the keynote speakers at the recent American
College of Bankruptcy's Seventh Circuit Educational Program,
"Municipal Insolvency and the Impact of the Great Recession."
Brandt has been asked to testify later this month on the
creditworthiness of municipalities and other public entities at a
public hearing convened in Manhattan under the auspices of the
National Association of Insurance Commissioners' Rating Agency
Working Group on Public Finance.

Mr. Brandt often advises political leaders across the country on
matters relating to the economy, job creation and related public
policy matters.  He was the principal author of the amendment to
the Bankruptcy Code permitting the election of trustees in Chapter
11 cases, and has been involved in the drafting of a number of
subsequent amendments to the Bankruptcy Code enacted into law over
the last decade.  Active in both political and civic endeavors for
a number of years, Brandt was also recently recognized by
Campaigns and Elections' Politics magazine as one of the top ten
Democratic "influencers" in Illinois.


* Robert Marticello Installed as OCBF President
-----------------------------------------------
Robert S. Marticello, an attorney in the Costa Mesa law firm
Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP, was installed
in October as president of The Orange County Bankruptcy Forum
(OCBF) for the 2010-11 term.

"Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP, is firmly
grounded in the OCBF," said Jeffrey I. Golden, a founding partner
of Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP.  "Most of
the partners and many of our associates have served on the board
and several of us are past presidents. We are pleased Robert is
following our legacy."

Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP, has a tradition
of hiring associates that have received training in the courts. In
the spring of 2005, Marticello served a judicial externship to the
Honorable Napoleon A. Jones, Jr., United States District Judge for
the Southern District of California.  He also served a judicial
clerkship to the Honorable John E. Ryan, United States Bankruptcy
Judge for the Central District of California, from August 2005 to
February 2007, and the Honorable Robert N. Kwan, United States
Bankruptcy Judge for the Central District of California, from
March to August 2007.  Marticello joined the firm as an associate
in 2007.  Recently, he received recognition as a "Super Lawyers
Rising Star 2010" by Thompson Reuters publications.


Weiland, Golden, Smiley, Wang Ekvall & Strok LLP is uniquely
qualified to represent debtors, creditors, creditors' committees,
trustees, asset purchasers and other parties in bankruptcy cases,
receiverships, private workouts and settlement negotiations. The
firm's bankruptcy attorneys serve as bankruptcy trustees and
receivers.  The firm's transactional attorneys are skilled in
business acquisitions and mergers, secured lending transactions,
the acquisition, financing, development, subdivision, leasing and
sale of real property, and general corporate and business matters.
The Martindale-Hubbell Law Directory awarded Weiland, Golden,
Smiley, Wang Ekvall & Strok, LLP, an "AV" rating,
(http://calbf.org/journal.htm)the highest professional rating
awarded by that publication.  The firm also appears in the
Martindale-Hubbell Bar Register of Preeminent Lawyers.  Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP has been recognized in
the U.S. News & World Report -- "Best Lawyers" and "Best Law Firms
2010."

To schedule interviews, please contact Marla McCutcheon at Synergy
Media & Consulting, Inc. synergymediapr.com at 949.861.8260 or
marla@synergymediapr.com



* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                          Total
                                               Total     Share-
                                   Total     Working   Holders'
                                  Assets     Capital     Equity
  Company           Ticker         ($MM)       ($MM)      ($MM)
  -------           ------        ------     -------   --------
ABRAXAS PETRO       AXAS US        173.9        (0.5)      (1.1)
ABSOLUTE SOFTWRE    ABT CN         124.2        (6.0)      (6.2)
ACCO BRANDS CORP    ABD US       1,097.3       261.9      (97.3)
AEGERION PHARMAC    AEGR US          3.3       (23.4)     (22.7)
AFC ENTERPRISES     AFCE US        114.5        (0.2)      (4.0)
ALASKA COMM SYS     ALSK US        624.8         2.6      (15.3)
AMER AXLE & MFG     AXL US       2,071.4        61.9     (469.1)
AMR CORP            AMR US      25,357.0    (2,102.0)  (3,643.0)
ARQULE INC          ARQL US        118.5        53.9       (4.1)
ARRAY BIOPHARMA     ARRY US        159.2        39.4     (116.7)
ARVINMERITOR INC    ARM US       2,817.0       313.0     (909.0)
AUTOZONE INC        AZO US       5,571.6      (452.1)    (738.8)
BLUEKNIGHT ENERG    BKEP US        297.3      (431.2)    (149.9)
BOARDWALK REAL E    BOWFF US     2,364.5         -        (64.6)
BOARDWALK REAL E    BEI-U CN     2,364.5         -        (64.6)
BOSTON PIZZA R-U    BPF-U CN       111.3         5.0     (116.3)
BRAVO BRIO RESTA    BBRG US        159.1       (32.6)     (64.7)
CABLEVISION SY-A    CVC US       7,631.6         3.8   (6,183.6)
CC MEDIA-A          CCMO US     17,286.8     1,240.8   (7,209.3)
CENTENNIAL COMM     CYCL US      1,480.9       (52.1)    (925.9)
CENVEO INC          CVO US       1,553.4       199.9     (183.8)
CHENIERE ENERGY     CQP US       1,769.5        37.3     (503.5)
CHENIERE ENERGY     LNG US       2,607.5       134.2     (386.6)
CHOICE HOTELS       CHH US         403.3       (11.5)     (75.5)
CLEVELAND BIOLAB    CBLI US         12.8        (5.7)      (3.8)
COMMERCIAL VEHIC    CVGI US        289.3       114.0       (5.7)
CONSUMERS' WATER    CWI-U CN       887.2         3.2     (258.0)
CUMULUS MEDIA-A     CMLS US        324.1        (2.5)    (349.3)
DENNY'S CORP        DENN US        312.7       (10.7)    (102.4)
DISH NETWORK-A      DISH US      9,031.0       608.6   (1,580.3)
DISH NETWORK-A      EOT GR       9,031.0       608.6   (1,580.3)
DOMINO'S PIZZA      DPZ US         425.7       104.1   (1,241.9)
DUN & BRADSTREET    DNB US       1,727.3      (612.4)    (717.4)
EASTMAN KODAK       EK US        6,929.0     1,406.0     (213.0)
EPICEPT CORP        EPCT SS         11.4         3.3      (10.2)
EXELIXIS INC        EXEL US        372.9       (11.8)    (217.6)
FORD MOTOR CO       F US       183,156.0   (23,512.0)  (3,541.0)
FORD MOTOR CO       F BB       183,156.0   (23,512.0)  (3,541.0)
GENCORP INC         GY US          981.8       150.8     (224.9)
GLG PARTNERS INC    GLG US         400.0       156.9     (285.6)
GLG PARTNERS-UTS    GLG/U US       400.0       156.9     (285.6)
GRAHAM PACKAGING    GRM US       2,840.3       259.1     (580.3)
GREAT ATLA & PAC    GAP US       2,531.0      (141.5)    (679.9)
HALOZYME THERAPE    HALO US         51.5        38.3      (14.1)
HEALTHSOUTH CORP    HLS US       1,796.9       124.3     (394.9)
HOVNANIAN ENT-A     HOV US       1,909.8     1,264.2     (207.4)
IDENIX PHARM        IDIX US         63.1        24.0      (21.3)
INCYTE CORP         INCY US        493.7       340.3     (104.8)
INTERMUNE INC       ITMN US        143.9       107.5      (67.7)
IPCS INC            IPCS US        559.2        72.1      (33.0)
JAZZ PHARMACEUTI    JAZZ US        108.0       (13.3)      (0.8)
JUST ENERGY INCO    JE-U CN      1,780.6      (470.0)    (279.3)
KNOLOGY INC         KNOL US        658.7        53.5       (5.3)
LIN TV CORP-CL A    TVL US         782.4        21.2     (146.9)
LIONS GATE          LGF US       1,592.9      (783.4)      (1.6)
LORILLARD INC       LO US        3,504.0     1,665.0      (38.0)
MAGMA DESIGN AUT    LAVA US         74.6         9.6       (6.1)
MANNKIND CORP       MNKD US        305.1        76.5     (181.4)
MEAD JOHNSON        MJN US       2,217.6       414.5     (415.7)
MITEL NETWORKS C    MITL US        624.5       162.6      (48.1)
MOODY'S CORP        MCO US       2,348.2       508.8     (297.6)
MORGANS HOTEL GR    MHGC US        759.1        55.8      (42.1)
NATIONAL CINEMED    NCMI US        836.1        40.5     (340.8)
NAVISTAR INTL       NAV US       9,418.0     2,011.0   (1,040.0)
NEWCASTLE INVT C    NCT US       3,594.5         -       (837.5)
NEXSTAR BROADC-A    NXST US        584.5        33.0     (187.2)
NPS PHARM INC       NPSP US        228.8       147.8     (149.8)
OTELCO INC-IDS      OTT US         331.6        27.5       (3.5)
OTELCO INC-IDS      OTT-U CN       331.6        27.5       (3.5)
PALM INC            PALM US      1,007.2       141.7       (6.2)
PDL BIOPHARMA IN    PDLI US        271.5       (66.5)    (434.9)
PETROALGAE INC      PALG US          6.1        (8.9)     (47.4)
PLAYBOY ENTERP-A    PLA/A US       189.0       (12.4)     (27.6)
PLAYBOY ENTERP-B    PLA US         189.0       (12.4)     (27.6)
PRIMEDIA INC        PRM US         215.5        (5.8)     (97.8)
PRIMO WATER CORP    PRMW US         30.5       (24.2)      (6.2)
PROTECTION ONE      PONE US        562.9        (7.6)     (61.8)
QUALITY DISTRIBU    QLTY US        291.7        35.3     (134.3)
QUANTUM CORP        QTM US         459.6       127.8      (83.7)
QWEST COMMUNICAT    Q US        18,959.0    (1,163.0)  (1,425.0)
REGAL ENTERTAI-A    RGC US       2,575.0      (219.7)    (283.5)
REVLON INC-A        REV US         794.8        86.9     (991.8)
RSC HOLDINGS INC    RRR US       2,736.4      (175.7)     (37.5)
RURAL/METRO CORP    RURL US        288.5        34.6     (101.2)
SALLY BEAUTY HOL    SBH US       1,517.1       345.6     (523.9)
SINCLAIR BROAD-A    SBGI US      1,539.8        52.1     (170.4)
SINCLAIR BROAD-A    SBTA GR      1,539.8        52.1     (170.4)
STEREOTAXIS INC     STXS US         47.5        (6.2)      (5.3)
SUN COMMUNITIES     SUI US       1,164.1         -       (131.0)
TAUBMAN CENTERS     TCO US       2,529.7         -       (541.1)
TEAM HEALTH HOLD    TMH US         828.2        80.0      (37.8)
THERAVANCE          THRX US        212.6       161.1     (141.1)
UNISYS CORP         UIS US       2,840.1       472.1   (1,034.2)
UNITED CONTINENT    UAL US      20,055.0    (1,186.0)  (2,206.0)
UNITED RENTALS      URI US       3,744.0       188.0      (15.0)
VECTOR GROUP LTD    VGR US         850.0       288.8      (19.6)
VENOCO INC          VQ US          766.2        20.4      (94.8)
VIRGIN MOBILE-A     VM US          307.4      (138.3)    (244.2)
WARNER MUSIC GRO    WMG US       3,655.0      (546.0)    (174.0)
WEIGHT WATCHERS     WTW US       1,090.1      (344.4)    (693.5)
WORLD COLOR PRES    WC CN        2,641.5       479.2   (1,735.9)
WORLD COLOR PRES    WCPSF US     2,641.5       479.2   (1,735.9)
WORLD COLOR PRES    WC/U CN      2,641.5       479.2   (1,735.9)
WR GRACE & CO       GRA US       4,209.6     1,333.7     (175.1)
YRC WORLDWIDE IN    YRCW US      2,673.1      (288.2)    (121.7)

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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