TCR_Public/101112.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 12, 2010, Vol. 14, No. 314

                            Headlines

AGRIPROCESSORS INC: Court Requires Discovery in Tax Lien Dispute
ALION SCIENCE: Sells Shares to Employee Trust for $1.9-Mil.
ALLEGIANCE HAWKS: Section 341(a) Meeting Scheduled for Dec. 17
ALLEN SYSTEMS: S&P Assigns 'B' Rating to $300 Mil. Notes
ALTAYA VENTURES: Case Summary & 3 Largest Unsecured Creditors

ALTER COMMUNICATIONS: Can Use Cash Collateral Until Jan. 15
ALTHEA MACHTEMES: Case Summary & 20 Largest Unsecured Creditors
AMBAC FINANCIAL: Bankruptcy Filing Triggers Debts Default
AMBAC FINANCIAL: Filing A Credit Event, ISDA Panel Says
AMBAC FINANCIAL: Posts $76 Mil. Third Quarter Income

AMBAC FINANCIAL: Sues IRS to Keep $700-Mil. Tax Refunds
AMERICAN INT'L: Extends Exchange Offer Until November 17
AMERIPLAST INC: Case Summary & 20 Largest Unsecured Creditors
ANGELICA CORP: Moody's Withdraws 'B2' Corp. Family Rating
ANGELICA CORP: S&P Withdraws 'B' Corporate Credit Rating

ANGIOTECH PHARMACEUTICALS: Posts $18.5MM 3rd Quarter Net Loss
ANTIETAM FUNDING: Wants to Reject AllSettled Agreement
ARCADIA ENTERPRISES: Bank Owns Docs, Rights to Woodlands Project
ARMSTRONG WORLD: S&P Downgrades Corporate Credit Rating to 'BB-'
ARTECITY PARK: Suit v. Contractor Goes Back to State Court

ASSET RESOLUTION: Bid to Strike Discounted Pay-Off Claims Denied
ATLAS ENERGY: Moody's Reviews 'B1' Corporate Family Rating
ATLAS ENERGY: S&P Puts 'B+' Rating on CreditWatch Positive
ATLAS PIPELINE: S&P Puts 'B' Rating on CreditWatch Positive
B-SCT2, LLC: Voluntary Chapter 11 Case Summary

BERNARD L MADOFF: Judge Approves New Wave of Investor Suits
BIEDERMANN MANUFACTURING: Case Summary & Creditors List
BIG BLACK: Case Summary & 20 Largest Unsecured Creditors
BSC DEV'T: Croce & Eagan Must Close Deal by Nov. 15
BURLINGTON COAT: Fitch Rates $1 Bil. Term Loan at 'B-/RR4'

BURLINGTON COAT: S&P Assigns 'B-' Rating to $1 Bil. Senior Notes
CARL MASHBURN: Case Summary & 8 Largest Unsecured Creditors
CENTRAL KANSAS: Plan Provides Distribution from Equity Sale
CHAD KNUTSEN: Voluntary Chapter 11 Case Summary
CHRISTOPHER ANGLE: Doesn't Own Asset Since Deal Wasn't Completed

CINCINNATI BELL: Prices Offering of Add'l $275-Mil. Senior Notes
CITIZENS DEVELOPMENT: Wants Continued Access to Cash Collateral
COAST TO COAST: Case Summary & 4 Largest Unsecured Creditors
CHURCH & DWIGHT: Moody's Affirms 'Ba1' Rating to $250 Mil. Notes
CLUBCORP CLUB: Moody's Assigns 'B2' Corporate Family Rating

CLUBCORP CLUB: S&P Assigns 'B+' Corporate Credit Rating
COAST CRANE: Essex Rental to Pay $80 Million for Assets
COASTAL PLAINS PORK: Lenders' Lien Superior to Supply Dealers'
COAT FACTORY: Moody's Assigns 'Caa1' Rating to $500 Mil. Notes
COMMERCIAL VEHICLE: Swings to $1.1-Mil. Net Income in Q3 2010

COMMUNITY BANKERS: Halts Payments on Preferred Shares
CONGRESS SAND: Court Fixes Dec. 22 as Claims Bar Date
COVANTA HOLDING: Moody's Assigns 'Ba3' Rating to Senior Notes
DAMON BUFORD: Voluntary Chapter 11 Case Summary
DANNY BLAKENEY: Jasper County Not Liable for Debris-Removal Work

DARA BIOSCIENCES: NASDAQ Grants Request for Continued Listing
DAVID KELLY: Case Summary & 20 Largest Unsecured Creditors
DELTA PETROLEUM: Posts $13.9-Mil. Net Income in 3rd Quarter
DELTEK INC: S&P Affirms 'BB-' Corporate Credit Rating
DORIS GONZALEZ: Voluntary Chapter 11 Case Summary

DURABLA CANADA: Case Summary & 10 Largest Unsecured Creditors
DUNKIN FINANCE: Moody's Assigns 'B1' Rating to $100 Mil. Notes
EARTH STRUCTURES: Bank Meridian's Summary Judgment Bid Granted
EDWARD FREY: Case Summary & 11 Largest Unsecured Creditors
ENERGYCONNECT GROUP: Posts $1.45MM Net Income in Oct. 2 Quarter

EPICEPT CORPORATION: Has $3.2 Mil. Net Loss in Sept. 30 Quarter
EXTENDED STAY: Appeals Court OKs Five Mile Deal With Cerberus
EXTENDED STAY: Files 1st Post-Confirmation Status Report
FEDERAL-MOGUL: Court Rejects PepsiAmericas' $6M++ Claims
FERRELLGAS LP: Moody's Assigns 'Ba3' Rating to $470 Mil. Notes

FIRST AMERICAN: S&P Assigns 'B+' Corporate Credit Rating
FIRST SECURITY: Posts $29.8 Million Net Loss in Q3 2010
FLOWSERVE CORPORATION: Fitch Affirms 'BB+' Issuer Default Rating
FREDDIE MAC: To Pay $800,000 Termination Benefit for Ex-EVP
FRONTIER OIL: Moody's Assigns 'Ba3' Rating to $150 Mil. Notes

GALP GRAYRIDE: Taps Matthew Hoffman as Bankruptcy Counsel
GAMETECH INT'L: Remains in Forbearance Extension Talks
GARGAAR HOME: Case Summary & 5 Largest Unsecured Creditors
GARTH LASHBROOK: Case Summary & 10 Largest Unsecured Creditors
GENERAL GROWTH: S&P Assigns Corporate Credit Rating at 'BB'

GENERAL MOTORS: 365 Mil. Shares of Stock to Be Sold in IPO
GENERAL MOTORS: New GM Takes Steps to Reduce Leverage by $11 Bil.
GENERAL MOTORS: New GM Obtains $5 Bil. Loan From Citigroup
GENERAL MOTORS: New GM Wants to Enforce Sale Order to Enjoin UAW
GENERAL MOTORS: Judge Denies Hearing Delay vs. Ohio Dealers

GERMANTOWN SETTLEMENT: U.S. Trustee Wants Case Converted to Ch. 7
GLOBAL CROSSING: Moody's Assigns 'Caa2' Rating to Senior Notes
GRAHAM PACKAGING: Reports $4.14-Mil. Net Loss in 3rd Quarter
GULF 255: District Court Rejects Appeal to Reopen Bankruptcy Case
HAMBONE DOG: Plan Confirmation Hearing Set for December 21

HANE MANAGEMENT: Case Summary & 2 Largest Unsecured Creditors
HANESBRANDS INC: Moody's Raises Ratings on Senior Loan From 'Ba1'
HARRISBURG, PA: Hires Bankr. Atty; Cravath to Work Pro Bono
HAWAIIAN AIRLINES: 9th Cir. Affirms Denial of Konop Claim
HAWAIIAN AIRLINES: 9th Cir. Affirms Sanctions Against Konop

HAWAIIAN AIRLINES: 9th Circuit Says Konop Can't Amend Claim
HAWAIIAN AIRLINES: 9th Cir. Vacates District Court Ruling in Konop
HCA INC: Earns $325 Million in September 30 Quarter
HCA INC: Holdings Plans to Offer $1.5 Billion Senior Notes
HCA INC: Moody's Assigns 'Caa1' Rating to Senior Unsec. Notes

HELLER EHRMAN: Recruits Get $10,000 Priority Claim
HELLER EHRMAN: Terminated Attorney Gets $10,833 Priority Claim
HMP SERVICES: Case Summary & 20 Largest Unsecured Creditors
HUNTINGTON BANCSHARES: Moody's Changes Outlook to Stable
INNKEEPERS USA: Exclusivity Extension Needed for Plan Negotiations

ISC BUILDING: Gets Final OK to Incur DIP Loans from Comerica Bank
JIM SLEMONS HAWAII: Bid to Reconsider Recusal Motion Denied
JOHN JOHNSEN: Case Summary & 20 Largest Unsecured Creditors
KENNETH MESA: Case Summary & 20 Largest Unsecured Creditors
KIRK ARGIRO: Case Summary & 12 Largest Unsecured Creditors

LAKSHMI HOSPITALITY: Voluntary Chapter 11 Case Summary
LEMINGTON HOME: Directors Cleared From Creditors' Breach Suit
LOCHRANN'S IRISH: Case Summary & 19 Largest Unsecured Creditors
MACCO PROPERTIES: Files Schedules of Assets & Liabilities
MACCO PROPERTIES: Section 341(a) Meeting Scheduled for Dec. 6

MACCO PROPERTIES: Taps G. Rudy Hiersche as Bankruptcy Counsel
MANDERS DAIRY: Case Summary & 20 Largest Unsecured Creditors
MARINER SEAFOODS: May Close if Proposals Rejected
MARTIN OKPALA: Case Summary & 11 Largest Unsecured Creditors
MASSEY ENERGY: Former Coal-Mine Operator Refiles Lawsuit

MCCABE GROUP: Trustee Can Recover $142,355 From Karren McCabe
METALS IN TIME: Voluntary Chapter 11 Case Summary
METRO-GOLDWYN-MAYER: Chinese Company Interested in Buying Stake
METRO-GOLDWYN-MAYER: Lions Gate to Present New Merger Proposal
METRO-GOLDWYN-MAYER: Proposes Skadden Arps as Legal Counsel

METRO-GOLDWYN-MAYER: Wins Interim Nod to Pay Unimpaired Claims
METRO-GOLDWYN-MAYER: Wins Interim Nod to Use DDI/UAPF Collateral
METRO-GOLDWYN-MAYER: Wins Interim Nod to Use JPM Cash Collateral
MICHAEL BOWERS, SR.: Case Summary & 20 Largest Unsecured Creditors
MILLENNIUM INORGANIC: S&P Raises Corporate Credit Rating to 'B+'

MINOR FAMILY: Files New List of 20 Largest Unsecured Creditors
MLM INFORMATION: Moody's Assigns 'B2' Corporate Family Rating
MLM INFORMATION: S&P Assigns 'B' Long-Term Corporate Credit Rating
MORGANS HOTEL: Widens Third Quarter Net Loss to $37 Million
MPG OFFICE: Posts $15.55 Million Net Loss in September 30 Quarter

MYLAN INC: Moody's Assigns 'B1' Rating to New Senior Notes
NATIONAL TRAVEL: Compelled by Trustee to Provide Documents
NEWALTA CORPORATION: Moody's Assigns 'Ba3' Corporate Family Rating
NEWPAGE CORP: S&P Retains 'CCC+' Issue-Level Rating
NGAS RESOURCES: Seeks Lenders' Forbearance; Explores Sale

NYC OFF-TRACK: Proofs of Claim Due By Dec. 21, 2010
OMEGA HEALTHCARE: S&P Rates New $350 Mil. Notes at 'BB+'
OMNICOMM SYSTEMS: Amends Q1 2010 to Correct Accounting Errors
ORLEANS HOMEBUILDERS: To Tap $155MM in Bankruptcy-Exit Financing
P AND P: Voluntary Chapter 11 Case Summary

PACIFIC OFFICE: Defaults Under City Square Loans
PEARSON'S WINE: Case Summary & 20 Largest Unsecured Creditors
PETCO ANIMAL: Moody's Assigns 'B1' Rating to $1.1 Bil. Loan
PHOENIX FOOTWEAR: Gets $5.75-Mil. Revolver from Gibraltar
PILGRIM'S PRIDE: Judge Wants Accord on Diesel Fuel Tax Claims

PRISCO PROPERTIES: Conversion or Dismissal Submissions Due Nov. 22
RASER TECH: Posts $13 Million Net Loss in September 30 Quarter
REBECCA KELLY: Case Summary & 19 Largest Unsecured Creditors
REOSTAR ENERGY: Files List of 21 Largest Unsecured Creditors
REOSTAR ENERGY: Gets Court's Interim Nod to Use Cash Collateral

REOSTAR ENERGY: Section 341(a) Meeting Scheduled for Dec. 10
REOSTAR ENERGY: Taps Cantey Hanger as Bankruptcy Counsel
RCN CORPORATION: Moody's Assigns 'B2' Rating to $45 Mil. Loan
ROCK US: Judge OKs Plan for Rock 5th Ave. Building
ROTATE BLACK: Accumulated Losses Prompt Going Concern Doubt

ROTECH HEALTHCARE: Earns $2.4 Million in September 30 Quarter
RURAL/METRO OPERATING: Moody's Assigns 'B1' Rating to Loans
SAINT VINCENTS: Challenges NY Labor Dept's $50MM WARN Claim
SEASONS PARTNERS: Arizona Court Confirms Bankruptcy Plan
SHANE CO: Plan of Reorganization Confirmed by Court

SHUBH HOTELS DETROIT: Defends Bankruptcy, Seeks to Tap Loan
SHUBH HOTELS PITTSBURGH: Asks for Court Approval of $500,000 Loan
SONRISA REALTY: Motion to Keep Sale Docs Under Wraps Premature
SPANISH POINT: Asks for Court's Permission to Use Cash Collateral
SPANISH POINT: Section 341(a) Meeting Scheduled for Dec. 2

SPARK DESIGN: Controlling Entities Not Liable for TechTarget Claim
STAR GAS: Moody's Assigns 'B2' Rating to $125 Mil. Notes
THOMAS RICKS: Bifurcation of Claim Allowed Under Sec. 506(a)(1)
TIMOTHY BARKER: Former Orion Ethanol Chief Now in Chapter 11
TP, INC: Can Access Bank of America's Cash Until November 23

TP, INC: To Pay Unsecured Creditors from Residual Net Proceeds
TRIBUNE CO: Creditors Committee Sues Lenders in 2007 LBO
TRIBUNE CO: Creditors Committee Sues Zell, Execs Over 2007 LBO
TRIBUNE CO: Step One Lenders Sue JPM, et al., in State Court
UNIGENE LABORATORIES: Posts $4.38-Mil. Net Loss in Third Quarter

UNIVERSITY VILLAGE: Section 341(a) Meeting Scheduled for Dec. 1
UNIVERSITY VILLAGE: Wants Desai Law Firm as Bankruptcy Counsel
UNIVISION COMMUNICATIONS: Moody's Assigns 'Caa2' Rating to Notes
USA COMMERCIAL: Bid to Strike Discounted Pay-Off Claims Denied
VISUAL MANAGEMENT: Files For Chapter 11 Protection

VISUAL MANAGEMENT: Case Summary & 20 Largest Unsec. Creditors
VITOIL-SCOTTISH: Wants Plan Extension; In Talks with U.S. Bank
VONAGE HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
VICTOR VALLEY: Bankruptcy Court Approves Sale for $37-Mil.
WALSH SECURITIES: Case Summary & 3 Largest Unsecured Creditors

WEST CORPORATION: Moody's Assigns 'B3' Rating to $650 Mil. Notes
WEST CORP: Sept. 30 Balance Sheet Upside-Down by $2.5-Bil.
WEST END: Case Summary & 3 Largest Unsecured Creditors
WEST PENN: Case Summary & 20 Largest Unsecured Creditors
WESTMORELAND COAL: Posts $2.51 Million Net Income in Sept. 30 Qtr.

WILLIAM LYON: Posts $8 Million Net Loss in September 30 Quarter
WINDMILL DURANGO: Gets Final OK to Access Beal Cash Collateral
WINDMILL DURANGO: U.S. Trustee Unable to Form Creditors Committee
WOLF CREEK: Files Amended Schedule of Assets and Liabilities
WOLVERINE TUBE: Asks Court to Fixe Jan. 7 as Claims Bar Date

WOODLAND PINES: Voluntary Chapter 11 Case Summary
W.R. GRACE: Blackrock Has 4.98% Equity Stake
W.R. GRACE: D&Os Disclose Acquisition/Disposal of Shares
W.R. GRACE: Says It Has $144 Mil. Environmental Debt
YRC WORLDWIDE: Posts $62 Million Net Loss in Sept. 30 Quarter

* Transwestern Tapped Sales Agent for 6 Properties in Receivership

* BOOK REVIEW: Insull - The Rise and Fall of a Billionaire Utility
               Tycoon

                            *********

AGRIPROCESSORS INC: Court Requires Discovery in Tax Lien Dispute
----------------------------------------------------------------
SHF Holdings, LLC f/k/a SHF Industries, Inc., asks the Bankrutpcy
Court to declare that Allamakee County's tax liens on the real
property SHF purchased from Agriprocessors, Inc., are void and
unenforceable against SHF.  The County argues the Complaint fails
to state a claim upon which relief can be granted, and moves to
dismiss the complaint.

SHF purchased substantially all of the Debtor's assets for
$8.5 million in July 2009, and renamed the company Agri Star.  The
Court approved the sale free and clear of all liens.  Since the
sale order, the County has taken steps to enforce its tax lien on
the real property SHF purchased.  The County has issued a Tax Sale
Notice for the property.

Chief Bankruptcy Judge Thad J. Collins finds that SHF has pleaded
a plausible set of facts to support its claim, and rejects the
County's Motion to Dismiss.  The Court agrees with SHF that
further discovery is appropriate.

"The type and quality of the County's knowledge of the
[bankruptcy] proceedings is critical to the resolution of this
case.  What the County knew of the sale free and clear of liens
from other channels, and when and how it obtained that specific
knowledge are issues the Court is incapable of deciding on this
record at this stage of the proceedings.  This is ultimately a
critical factual determination that must be made on a more
complete record.  SHF pleaded a plausible set of facts to state a
claim.  It is entitled to do discovery on this issue, as it
requests, to try to more fully support its actual knowledge or
notice argument," Judge Collins says.

The case is SHF Holdings, LLC, f/k/a SHF Industries, Inc. v.
Allamakee County, Adv. Pro. 10-09070 (Bankr. N.D. Iowa).  A copy
of the Court's order, dated October 27, 2010, is available at
http://is.gd/gVpRNfrom Leagle.com.

                     About Agriprocessors Inc.

Headquartered in Postville, Iowa, Agriprocessors Inc. once
produced half the kosher beef and 40% of the kosher poultry in the
U.S.  It filed for bankruptcy following a raid by immigration
authorities in May 2008 on the plant in Postville, Iowa, where 389
workers were arrested for having forged immigration documents.
The Company filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
08-47472) on Nov. 4, 2008.  The case was later transferred to Iowa
(Bankr. N.D. Iowa Case No. 08-02751).  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom & Nash, represented the Company in its
restructuring effort.  The petition listed assets and debts of
$100 million to $500 million.

SHF Industries Inc. purchased substantially all of the Debtor's
assets for $8.5 million in July 2009, and renamed the company Agri
Star.  The Court approved the sale free and clear of all liens.

Agriprocessors' case was then converted to liquidation under
Chapter 7, at the consent of the Chapter 11 trustee appointed to
take over the estate.  The Chapter 11 trustee became the trustee
in the Chapter 7 case to liquidate the Debtor's remaining assets
and provide distributions to creditors.


ALION SCIENCE: Sells Shares to Employee Trust for $1.9-Mil.
-----------------------------------------------------------
Alion Science and Technology Corporation has sold approximately
$1.9 million of common stock to the Alion Science and Technology
Corporation Employee Ownership, Savings and Investment Trust.

The Company sold approximately 71,158 shares to the Trust at
$26.65 per share for aggregate proceeds of approximately
$1.9 million, the amount it actually received from the Trust.  The
Company issued approximately 181,281 additional shares to the
Trust, at an average price per share of $26.65, as a contribution
to the employee stock ownership plan component of the Alion
Science and Technology Corporation Employee Ownership, Savings and
Investment Plan.

The shares of common stock were offered to the Trust pursuant to
an exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended.

                        About Alion Science

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

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

                           *     *     *

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

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


ALLEGIANCE HAWKS: Section 341(a) Meeting Scheduled for Dec. 17
--------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Allegiance
Hawks Creek Commercial, LP's creditors on December 17, 2010, at
10:30 a.m.  The meeting will be held at 2000 E. Spring Creek
Parkway, Plano, TX 75074.

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

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

Dallas, Texas-based Allegiance Hawks Creek Commercial, LP, filed
for Chapter 11 bankruptcy protection on November 1, 2010 (Bankr.
E.D. Tex. Case No. 10-43855).  Mark A. Castillo, Esq., at The
Curtis Law Firm, PC, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate Allegiance Commercial Development, LP, filed separate
Chapter 11 petition on November 1, 2010 (Bankr. E.D. Tex. Case No.
10-43853).


ALLEN SYSTEMS: S&P Assigns 'B' Rating to $300 Mil. Notes
--------------------------------------------------------
Standard & Poor's Ratings Services assigned Naples, Fla.-based
Allen Systems Group Inc.'s proposed $300 million senior secured
notes due 2016 its issue-level rating of 'B' (at the same level as
the 'B' corporate credit rating on the company).  The recovery
rating on this debt is '3', indicating S&P's expectation of
meaningful (50%-70%) recovery for noteholders in the event of a
payment default.

At the same time, S&P assigned the company's proposed $105 million
senior secured credit facility due 2015 its issue-level rating of
'BB-' (two notches higher than the 'B' corporate credit rating)
with a recovery rating of '1', indicating S&P's expectation of
very high (90% to 100%) recovery for lenders in the event of a
payment default.  The facility comprises a $25 million revolver
and an $80 million term loan.

S&P's 'B' corporate credit rating was affirmed, along with all
other outstanding ratings on the company.  The rating outlook was
revised to stable from negative.

"S&P expects ASG's operating lease-adjusted leverage to increase
about half a turn toward the mid-5x times area through the first
half of 2011, reflecting a modest decline in revenues and
compression in adjusted margins as the company prepares for sales
growth in the second half of 2011 by expanding its sales related
personnel from depressed downturn levels," noted Standard & Poor's
credit analyst Joe Spence.

ASG is a relatively small player in the approximately $15 billion
enterprise management software solutions market.  ASG designs
enterprise management software to help customers improve the
management and efficiency of increasingly complex information
technology operations, from network and computing infrastructure
to software applications.  Despite its modest size, ASG has a
global presence (more than 30% of revenues come from international
customers), with no material industry or customer concentrations.
In addition, contractually recurring maintenance revenues compose
about 62% of the company's total revenues, contributing to
moderate revenue predictability.


ALTAYA VENTURES: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Altaya Ventures, Inc.
        P.O. Box 61237
        Palo Alto, CA 94306

Bankruptcy Case No.: 10-61617

Chapter 11 Petition Date: November 9,2010

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Charles Novack

Debtor's Counsel: Charles B. Greene, Esq.
                  LAW OFFICES OF CHARLES B. GREENE
                  84 W Santa Clara St. #770
                  San Jose, CA 95113
                  Tel: (408) 279-3518
                  E-mail: cbgattyecf@aol.com

Scheduled Assets: $5,650,000

Scheduled Debts: $5,107,466

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-61617.pdf

The petition was signed by Joelle Osias, president.


ALTER COMMUNICATIONS: Can Use Cash Collateral Until Jan. 15
-----------------------------------------------------------
The Hon. James F. Schneider signs off on a Stipulation and Consent
Order granting Alter Communications, Inc., authority to continue
using cash collateral of its secured lenders led by Wells Fargo
Bank, National Association, from October 30, 2010, through and
including January 15, 2011, pursuant to the terms and conditions
set forth in the Final Cash Collateral Order.

A copy of the Court's order, dated October 29, 2010, is available
at http://is.gd/gVFXsfrom Leagle.com.

Wells Fargo Bank is represented in the case by:

          Loc Pfeiffer, Esq.
          KUTAK ROCK LLP
          1111 East Main Street, Suite 800
          Richmond, VA
          Telephone: (804) 644-1700
          E-mail: Loc.Pfeiffer@KutakRock.com

The other secured lenders are:

          Andrew A. Buerger
          501 Hawthorene Road
          Baltimore, MD 21210
          Telephone: (410) 752-3504

               - and -

          Ronnie Buerger
          2800 Baublitz Road
          Owings Mills, MD 21117
          Telephone: (410) 752-3504

Based in Baltimore, Maryland, Alter Communications publishes the
Baltimore Jewish Times.  Other publications include the magazine
Style, with 90,000 circulation, and Chesapeake Life, with a
circulation of 57,000.

Alter Communications filed for Chapter 11 (Bankr. D. Md. Case No.
10-18241) on April 14, 2010.  Alan M. Grochal, Esq., and Maria
Ellena Chavez-Ruark, Esq., at Tydings and Rosenberg, in Baltimore,
serve as the Debtor's bankruptcy counsel.  The Debtor listed both
estimated assets and debts between $1 million and $10 million.


ALTHEA MACHTEMES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Althea M. Machtemes
        202 Miller
        Beecher, IL 60401

Bankruptcy Case No.: 10-49985

Chapter 11 Petition Date: November 8, 2010

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

Judge: Pamela S. Hollis

Debtor's Counsel: Thomas W. Toolis, Esq.
                  JAHNKE, SULLIVAN & TOOLIS, LLC
                  9031 West 151st Street, Suite 203
                  Orland Park, IL 60462
                  Tel: (708) 349-9333
                  Fax: (708) 349-8333
                  E-mail: twt@jtlawllc.com

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

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

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-49985.pdf


AMBAC FINANCIAL: Bankruptcy Filing Triggers Debts Default
---------------------------------------------------------
In a regulatory filing with the Securities and Exchange, Ambac
Financial Group, Inc., disclosed that its bankruptcy filing on
November 8, 2010, constituted an event of default with respect to
these debt instruments:

  * An Indenture dated August 1, 1991, between Ambac and The
    Bank of New York Mellon, as trustee, with respect to about
    $122.2 million principal and accrued and unpaid interest on
    outstanding debt securities in the form of 9-3/8% debentures
    due August 1, 2011;

  * A 1991 Indenture with respect to about $75 million
    principal and accrued and unpaid interest on outstanding
    debt securities in the form of 7-1/2% debentures due May 1,
    2023;

  * An Indenture dated August 24, 2001, between Ambac and The
    Bank of New York Mellon, as trustee, with respect to about
    $200 million principal and accrued and unpaid interest on
    outstanding debt securities in the form of 5.95% debentures
    due February 28, 2103;

  * A 2001 Indenture with respect to about $175 million
    principal and accrued and unpaid interest on outstanding
    debt securities in the form of 5.875% debentures due
    March 24, 2103;

  * An Indenture dated April 22, 2003, between Ambac and The
    Bank of New York Mellon, as trustee, with respect to about
    $400 million principal and accrued and unpaid interest on
    outstanding debt securities in the form of 5.95% debentures
    due December 5, 2035;

  * An Indenture dated February 15, 2006, as supplemented by the
    Supplemental Indenture dated March 12, 2008, between Ambac
    and The Bank of New York Mellon, as trustee, with respect to
    about $250 million principal and accrued and unpaid interest
    on outstanding debt securities in the form of 9.50% senior
    notes due February 15, 2021; and

  * Junior Subordinated Indenture and First Supplemental
    Indenture, both dated February 12, 2007, between Ambac and
    The Bank of New York Mellon, as trustee, with respect to
    about $400 million principal and accrued and unpaid interest
    on outstanding debt securities in the form of 6.15% Directly
    Issued Subordinated Capital Securities due February 15,
    2037.

As a result of the Company's bankruptcy filing, the debt
securities are accelerated.

However, by virtue of the Company's Chapter 11 petition, any
efforts to enforce the payment obligations under the Debt
Documents are stayed and the creditors' rights of enforcement
with respect of the Debt Documents are subject to the applicable
provisions of the Bankruptcy Code, David Trick, Ambac's senior
managing director, chief financial officer and treasurer,
relates.

                        About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Filing A Credit Event, ISDA Panel Says
-------------------------------------------------------
The International Swaps and Derivatives Association, Inc., stated
that its Americas Credit Derivatives Determinations Committee
resolved that a bankruptcy credit event has occurred in respect
of Ambac Financial Group, Inc., whose affiliates provided
financial guaranties and financial services to clients in the
public and private sectors around the world, according to a
November 10, 2010 public statement.

The ISDA will hold an auction for Ambac Financial Group and will
publish the auction terms on its Web site www.isda.org/credit in
due course.  The auction will be administered by Markit and
Creditex.  ISDA noted that an auction with respect to Ambac
Assurance Corporation, a subsidiary of AFG, was held last June 4,
2010.

A related report by Mary Childs of Bloomberg News explains that
Ambac's November 8, 2010 bankruptcy filing triggered contracts
that protect banks and investors involved in credit-default swaps
against the company's default.  The report notes that contracts
protecting a net $1.56 billion of AFG financial debt were
outstanding as of October 29, 2010, citing the Depository Trust
Clearing Corp.

Primus Guaranty, Ltd. related in a separate statement that it
bought CDS protection that referenced AFG with a notional of $4
million in its single-name portfolio.  Primus Financial also sold
CDS protection on Ambac Financial in several of its bespoke
tranche portfolios.  The Company acknowledged that it may be
required to make a payment on one of the tranches as a result of
deterioration of existing subordination levels.

Primus Financial further noted that based on current market-
quoted recovery levels for AFG, its net cash payments related to
the AFG event are estimated to be approximately $2 million.

                        About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Posts $76 Mil. Third Quarter Income
----------------------------------------------------
Ambac Financial Group, Inc. (NYSE: ABK) (Ambac) announced third
quarter 2010 net income of $76.0 million, or $0.25 per diluted
share.  This compares to third quarter 2009 net income of $2,188.3
million, or $7.58 per diluted share.  Relative to the third
quarter 2009 results, the third quarter 2010 results reflect
significantly reduced unrealized mark-to-market gains in the
credit derivatives portfolio as the remaining exposure of the CDO
of ABS portfolio which drove the unrealized gains in 2009 was
commuted in June 2010.  Third quarter 2010 results also reflect
lower loss and loss expenses.

                Third Quarter 2010 Summary

    * As previously announced, on November 1, 2010, Ambac did
      not make a regularly scheduled interest payment on Company
      debentures due May 1, 2023, and filed for bankruptcy
      protection under Chapter 11 of the United States
      Bankruptcy Code on November 8, 2010.

    * Net change in fair value of credit derivatives was
      positive $9.4 million in the current quarter, down from
      $2,132.9 million in the third quarter 2009.

    * Net loss and loss expenses incurred amounted to
      $165.4 million for the current quarter, down from
      $459.2 million in the third quarter of 2009.

    * During the third quarter 2010, AAC commuted the
      reinsurance arrangement with its subsidiary, Ambac
      Assurance UK Ltd ("Ambac UK") resulting in a net gain of
      $157.8 million (included in "Other income" in the
      Consolidated Statements of Operations).

    * The financial services segment recorded a $77.4 million
      operating loss primarily related to the impact of lower
      interest rates on the derivative products business.

    * Statutory surplus of Ambac Assurance Corporation ("AAC")
      decreased to approximately $912 million at September 30,
      2010 from $1.5 billion at June 30, 2010, driven primarily
      by statutory loss and loss expenses.

                      Financial Results

          Implementation of New Accounting Standards

Effective January 1, 2010, Ambac adopted Accounting
Standards Update No. ("ASU") 2009-17, "Consolidations (Topic
810): Improvements to Financial Reporting by Enterprises Involved
with Variable Interest Entities".  See prior quarters' earnings
releases for information on the financial impact of adoption.  As
of September 30, 2010, the Company's balance sheet included 23
consolidated VIEs with $19.2 billion of assets and $18.9 billion
of liabilities.

                      Net Premiums Earned

Net premiums earned for the third quarter of 2010 were
$143.1 million, down 40% from $238.4 million earned in
the third quarter of 2009.  Net premiums earned include
accelerated premiums, which result from calls, terminations
and other accelerations recognized during the quarter.
Accelerated premiums were $30.0 million in the third quarter
of 2010, down from $90.3 million in the third quarter 2009.
Normal net premiums earned, which exclude accelerated premiums,
were $113.1 million in the third quarter of 2010, down 24%
from $148.1 million in the third quarter of 2009.  Normal net
premiums earned for the period have been negatively impacted
by the lack of new business written and the high level of
refundings and terminations over the past several quarters,
as well as non-recognition of premiums earned on VIEs that
have been consolidated as a result of implementation of ASU
2009-17, effective January 1, 2010.

                     Net Investment Income

Net investment income for the third quarter of 2010 was
$69.8 million, representing a decrease of 49% from $137.6 million
in the third quarter of 2009.  The decrease was primarily driven
by three factors: (i) a decrease in the invested asset base
resulting from the second quarter 2010 commutation settlement on
CDO of ABS transactions; (ii) the average yield on the portfolio
decreased as the asset mix changed period to period; and (iii) a
reduction in interest income related to securities in the
financial guarantee investment portfolio that have insurance
policies from AAC that were allocated to the Segregated Account.
These insurance policies are subject to the payment moratorium
ordered by the Office of the Commissioner of Insurance of the
State of Wisconsin ("OCI") in connection with the rehabilitation
plan for the Segregated Account of AAC.

              Other-Than-Temporary Impairment Losses

Other-than-temporary impairment ("OTTI") losses in the financial
guarantee investment portfolio were $6.6 million in the third
quarter of 2010, compared to OTTI losses of $32.5 million in the
third quarter of 2009.  The third quarter 2010 OTTI loss was
driven primarily by impairment write downs on AAC-wrapped
securities (which had insurance policies allocated to the
Segregated Account) within its investment portfolio.  The third
quarter 2009 OTTI impairment loss was driven by write-downs of
certain RMBS securities rated below investment grade within the
investment portfolio that management intended to sell in
connection with its revised investment strategies.

        Net Change in Fair Value of Credit Derivatives

The net change in fair value of credit derivatives, which
comprises realized gains/(losses) and other settlements from
credit derivatives and unrealized gains/(losses) on credit
derivatives, was a gain of $9.4 million for the third quarter of
2010, compared to a gain of $2,132.9 million for the third
quarter of 2009.  Third quarter of 2009 results included the
impact of fair value changes to the CDO of ABS portfolio, which
was fully commuted in June 2010.  The CDO of ABS portfolio
contributed significantly to the volatility of the net change in
fair value of credit derivatives throughout 2009.

Realized losses and other settlements from credit derivative
contracts represent the normal accretion into income of fees
received for transactions executed in credit derivative format,
offset by loss and settlement payments on such transactions.  Net
realized gains/(losses) and other settlements from credit
derivative contracts in the third quarter of 2010 and 2009
amounted to $4.9 million and ($732.9) million, respectively.  The
third quarter 2009 net realized loss was primarily driven by
settlement and commutation payments on certain CDO of ABS
transactions during that period.

Net unrealized gains on credit derivative contracts in the third
quarter of 2010 and 2009 amounted to $4.5 million and
$2,865.8 million, respectively.  The net unrealized gain during
the third quarter of 2010 is primarily the result of the net
amortization of par outstanding on the underlying reference
obligations of the remaining credit derivative portfolio.  The
third quarter 2009 net unrealized gain primarily reflects the
effect of AAC's widening credit spreads during that period on the
fair value of CDO of ABS derivative liabilities, pricing
improvements on underlying reference obligations, and the
reclassification of $732.9 million to realized losses, partially
offset by the negative impact of rating downgrades on the fair
value of CDO of ABS.

                Financial Guarantee Loss Reserves

Total net loss and loss expenses were $165.4 million in the third
quarter of 2010, compared to $459.2 million in the third quarter
of 2009.  Losses and loss expenses in the third quarter of 2010
primarily relate to credit deterioration in certain first-lien
RMBS and student loan transactions and increased loss expense
estimates related to loss mitigation and remediation strategies of
the RMBS portfolio, partially offset by increased estimates in
remediation recoveries on certain RMBS transactions.  Third
quarter of 2009 loss and loss expenses were driven by credit
deterioration in non-RMBS transactions.

Loss and loss expenses paid during the third quarter 2010, net of
recoveries from all policies (allocated and not allocated to the
Segregated Account), amounted to $63.9 million and include a
commutation payment on a non-RMBS structured finance transaction,
partially offset by RMBS recoveries.  Total insurance claims
presented for payment during the quarter but not paid as a result
of the moratorium imposed in March 2010 by the OCI on all policies
allocated to the Segregated Account amounted to $428.3 million,
largely related to RMBS policies.  Total net claims paid in the
third quarter of 2009 were $315.1 million, primarily related to
RMBS transactions.

Loss and loss expense reserves for all RMBS insurance exposures
as of September 30, 2010, were $2,746.0 million (including
$1,074.2 million representing claims presented but not paid since
March 24, 2010 due to the claims moratorium).  RMBS reserves as of
September 30, 2010, are net of $2,395.5 million of estimated net
remediation recoveries.  The estimate of net remediation
recoveries related to material representation and warranty
breaches increased from $2,227.2 million as of June 30, 2010,
primarily as a result of additional breaches identified during the
re-underwriting of additional loan files within transactions
identified in previous periods and increased credit deterioration
in certain transactions thereby increasing the remediation
recovery estimated for same.  Ambac has initiated and may continue
to initiate lawsuits seeking compliance with the repurchase
obligations in the securitization documents with respect to
sponsors who disregard their obligations to repurchase.
Additionally, Ambac is in the process of re-
underwriting additional transactions that have drastically
underperformed expectations and the forensic results of those
transactions are expected to be available over the next few
quarters.

            Financial Guarantee Interest Expense

Financial guarantee interest expense for the third quarter of 2010
amounted to $27.5 million.  This interest charge results from the
accrual of interest plus the accretion of discount on all surplus
notes issued prior to September 30, 2010.  No such surplus notes
were outstanding in 2009.

                 Reinsurance Cancellations

During the third quarter of 2010, AAC commuted its reinsurance
arrangement with its subsidiary, Ambac UK.  Prior to the
termination, AAC had assumed 90% of all financial guarantee
policies written by Ambac UK on a quota-share basis and also
provided excess of loss protection for the aggregate of all
incurred losses in excess of an attachment point of o0.5 million
of net paid losses per calendar year.  The net income impact of
the termination in 2010 was a gain of $157.8 million, included in
the Consolidated Statement of Operations as part of Other Income.
The gain resulted primarily from the recognition of foreign
currency gains that, prior to the termination, had not been
reflected in AAC's assets or liabilities such as unearned premium
reserves and deferred acquisition costs, since these assets and
liabilities (referred to as "non-monetary assets and liabilities"
for foreign exchange accounting purposes) were required to be
recorded based on their historical foreign exchange rates.
During the third quarter 2009, Ambac cancelled reinsurance
contracts with three reinsurers and recaptured approximately
$15.3 billion of par outstanding.  The net income impact of the
cancellations in 2009, included in the Consolidated Statement of
Operations as part of Other Income and as a reduction in
Operating Expenses, amounted to approximately $285.5 million and
($17.5) million, respectively.

                      Financial Services

The financial services segment comprises the investment agreement
business and the derivative products business, both of which are
in run-off.  Gross interest income less gross interest expense
and operating expenses from investment and payment agreements,
plus operating results from the derivative products business was
($77.4) million for the third quarter of 2010, up from
($213.7) million for the third quarter of 2009.  Beginning in the
second half of 2009, the financial services segment has been
positioned to record gains in a rising interest rate environment
in order to provide a hedge against certain exposures within the
financial guarantee segment.  The third quarter 2010 result was
impacted by declining interest rates on the financial services
derivative portfolio during the period partially offset by the
effect of valuation adjustments relating to Ambac's credit risk on
uncollateralized contracts.  The third quarter 2009 result was
driven by losses resulting from interest rate movements during the
quarter, losses realized on transactions that derivative
counterparties terminated as a result of the downgrades of AAC as
guarantor of the swaps and valuation adjustments on the remaining
swap portfolio within the derivative products business.

                  Balance Sheet and Liquidity

Total assets increased during the third quarter of 2010, from
$30.1 billion at June 30, 2010 to $31.3 billion at September 30,
2010, primarily due to the increase in VIE assets by approximately
$1.1 billion, related primarily to foreign currency translation
gains as well as net increases in the fair value of VIE assets
measured in their functional currency.

The fair value of the consolidated non-VIE investment portfolio
increased from $6.6 billion (amortized cost of $6.3 billion) as of
June 30, 2010, to $6.8 billion (amortized cost of $6.4 billion) as
of September 30, 2010.  The increase was primarily driven by net
cash inflow resulting from premium collections and net investment
income and the claim moratorium imposed by the OCI as well as
generally increased market values of securities in the financial
guarantee investment portfolio.

The financial guarantee non-VIE investment portfolio had a fair
value of $5.6 billion (amortized cost of $5.2 billion) as of
September 30, 2010.  The portfolio consists of high quality
municipal bonds, corporate bonds, Treasuries, U.S. Agencies and
Agency MBS as well as mortgage and asset-backed securities.

Cash, short-term securities and bonds at the holding company
amounted to $44.3 million as of September 30, 2010.  In addition,
in late October, Ambac (Bermuda) Ltd, a direct subsidiary of
Ambac, returned capital amounting to $36.5 million.

              Overview of AAC Statutory Results

As of September 30, 2010, AAC reported statutory capital and
surplus of approximately $912 million, down from $1.5 billion as
of June 30, 2010.  AAC's statutory financial statements include
the results of AAC's general account and the Segregated Account
(formed on March 24, 2010).  Statutory capital and surplus was
negatively impacted by the statutory net loss recorded during the
third quarter 2010.  The primary drivers of the statutory net
loss were statutory loss and loss expenses related primarily to
AAC's first-lien RMBS financial guarantee portfolio for both
initial defaults and continued deterioration in previously
defaulted credits and the initial default of one public finance
transportation transaction, partially offset by revenues
(primarily premiums earned and investment income) generated
during the quarter.

AAC's consolidated claims-paying resources amounts to
approximately $7.9 billion as of September 30, 2010.  This
includes Ambac UK's claims-paying resources of $1.0 billion,
which will be available to AAC only to the extent Ambac UK
receives approval from its regulator to dividend monies to AAC.

Ambac also posted in its Web site supplement to the third quarter
financial report, including tables on largest domestic public
finance exposures, largest domestic healthcare exposures, largest
structured finance exposures and largest international finance
exposures.  A full-text copy of the third quarter supplements is
available for free at http://ResearchArchives.com/t/s?6dfb

Ambac notified the Securities and Exchange Commission that it was
unable to timely file its quarterly report on Form 10-Q for the
period ended September 30, 2010.  Ambac Senior Managing Director
and Chief Accounting Officer Robert B. Eisman explains that the
Company evaluated the need for additional or modification of
disclosure on its Form 10-Q as a result of its Chapter 11 filing
on November 8, 2010.  As a result, Ambac was unable to file the
Form 10-Q by the prescribed due date without unreasonable effort
or expense.  Ambac does not anticipate any significant change in
the results of operations from that reported on its press release
on November 9, 2010 regarding the operating results for the
quarter ended September 30, 2010.

According to the SEC, if the Form 10-Q could not be filed without
unreasonable effort or expense and Ambac seeks relief pursuant to
Rule 12(b)-25(b) of the Securities and Exchange Act, the subject
quarterly report will be filed on or before the 15th day after
the prescribed due date.

             Ambac Financial Group Inc. and Subsidiaries
                    Consolidated Balance Sheets
                     As of September 30, 2010

Assets
Investments:
Fixed income securities, at fair value          $5,968,020,000
Fixed income securities pledged as collateral,
at fair value                                      194,387,000
Short-term investments                             617,748,000
Other                                                  100,000
                                             ------------------
Total investments                                6,780,255,000

Cash and cash equivalents                            69,673,000
Receivable for securities sold                       22,578,000
Investment income due and accrued                    37,346,000
Premium receivables                               2,802,811,000
Reinsurance recoverable on paid and unpaid losses   126,458,000
Deferred ceded premium                              318,616,000
Subrogation recoverable                           1,222,216,000
Deferred taxes                                                -
Current taxes                                                 -
Deferred acquisition costs                          251,971,000
Loans                                                20,999,000
Derivative assets                                   298,757,000
Other assets                                        216,644,000
Variable interest entity assets
Fixed income securities, at fair value           1,939,492,000
Restricted cash                                      1,952,000
Investment income due and accrued                    1,230,000
Loans                                           17,201,665,000
Derivative assets                                    4,362,000
Other assets                                        11,214,000
                                             ------------------
Total assets                                   $31,328,239,000
                                             ==================

Liabilities and stockholders' deficit
Liabilities:
Unearned premiums                               $4,442,271,000
Losses and loss expense reserve                  5,510,541,000
Ceded premiums payable                             182,725,000
Obligations under investment and payment
agreements                                        814,389,000
Obligations under investment repurchase
agreements                                        101,807,000
Current taxes                                       22,449,000
Long-term debt                                   1,823,327,000
Accrued interest payable                            90,975,000
Derivative liabilities                             486,878,000
Other liabilities                                  138,301,000
Payable for securities purchased                     2,486,000
Variable interest entity liabilities
Accrued interest payable                               651,000
Long-term debt                                  17,335,034,000
Derivative liabilities                           1,581,681,000
Other liabilities                                   12,304,000
                                             ------------------
Total liabilities                               32,545,819,000
Stockholders' deficit:
Ambac Financial Group, Inc.
Preferred stock                                              -
Common stock                                         3,080,000
Additional paid-in capital                       2,186,372,000
Accumulated other comprehensive income (loss)      347,738,000
Accumulated deficit                             (3,978,701,000)
Common stock held in treasury at cost             (430,600,000)
                                             ------------------
Total Ambac Financial Group, Inc.
stockholders' deficit                           (1,872,111,000)
Non-controlling interest                            654,531,000
                                             ------------------
Total stockholders' deficit                     (1,217,580,000)
                                             ------------------
Total liabilities and stockholders' deficit    $31,328,239,000
                                             ==================

           Ambac Financial Group, Inc. and Subsidiaries
               Consolidated Statements of Operations
          For the Three Months Ended September 30, 2010

Revenues:
Financial Guarantee:
Normal net premiums earned                        $113,081,000
Accelerated net premiums earned                     30,004,000
                                             ------------------
Total net premiums earned                          143,085,000
Net investment income                               69,840,000
Other-than temporary impairment losses:
Total other-than-temporary impairment losses        (8,461,000)
Portion of loss recognized in other
  comprehensive income                                1,877,000
                                             ------------------
Net other-than-temporary impairment losses
recognized in earnings                              (6,584,000)
                                             ------------------
Net realized gains                                   2,053,000

Realized gains and losses and other settlements      4,862,000
Unrealized gains                                     4,550,000
                                             ------------------
Net change in fair value of credit derivatives       9,412,000

Gain (loss) on variable interest entities           26,377,000
Other income                                       186,859,000

Financial Services:
Investment income                                     8,425,000
Derivative products                                 (78,368,000)
Other-than temporary impairment losses:
Total other-than-temporary losses                            -
Portion of loss recognized in other
comprehensive income                                         -
                                             ------------------
Net other-than-temporary impairment losses
recognized in earnings                                       -
                                             ------------------
Net realized investment gains                           464,000
Net change in fair value of total return
swap contracts                                               -
Net mark-to-market (losses) gains on non-trading
derivatives contracts                                        -
Corporate and Other:
Other income                                            114,000
Net realized (losses) gains                            (521,000)
                                             ------------------
Total revenues                                      361,156,000
                                             ------------------
Expenses:
Financial Guarantee:
Losses and loss expenses                           165,396,000
Underwriting and operating expenses                 41,200,000
Interest expense                                    27,492,000
Financial Services:
Interest from investment and payment agreements      3,951,000
Other expenses                                       3,460,000
Corporate and Other:
Interest                                            29,878,000
Other expenses                                      13,695,000
                                             ------------------
Total expenses                                     285,072,000
                                             ------------------
Pre-tax income (loss) from continuing
operations                                          76,084,000
Provision (benefit) for income taxes                     64,000
                                             ------------------
Net income (loss)                                   76,020,000
Less net income (loss) attributable to
noncontrolling interest                                 14,000
                                             ------------------
Net income (loss) attributable to AFGI             $76,006,000
                                             ==================

                        About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Sues IRS to Keep $700-Mil. Tax Refunds
-------------------------------------------------------
Ambac Financial Group, Inc., commenced an adversary complaint
against the U.S. Internal Revenue Service seeking a declaratory
judgment on whether the IRS can seize $700 million in tax refunds
it has received.

AFG received about $700 million in tax refunds from carrying back
losses that resulted from its credit default swap contracts.  The
refunds were made in light of applications AFG filed with the IRS
for refund entitlement for the tax years ending 2003 through
2008.  The IRS specifically refunded AFG $11,470,930,
$252,704,185 and $443,940,722 for tax years 2007 and 2008.

AFG then distributed the Tax Refunds to its parent company, Ambac
Assurance Corporation, pursuant to a 1991 tax sharing agreement
among AFG and the subsidiaries in its consolidated tax group.

However, by October 28, 2010, the IRS issued an information
document request seeking detailed information on whether AAC
received authorization for its CDS contracts and the basis for
AFG's entitlement to the Tax Refunds it received.  Absent that
authorization, the IDR sought detailed information on the legal
authority AAC relied on in (i) accounting for its CDS Contracts,
and (ii) claiming refunds for tax years 2003 through 2007.  The
IRS also indicated to AFG that it was questioning the propriety
of the Tax Refunds and was investigating whether to seek to
recoup the Tax Refunds.

Counsel to AFG, Peter A. Ivanick, Esq., at Dewey & LeBoeuf LLP,
in New York, points out that the IRS may recover any abatement,
credit, refund, or other payment erroneously allowed in
connection with a tentative carryback adjustment application
pursuant to Section 6411 of the Internal Revenue Code by, among
other options, assessing the deficiency attributable to the
adjustment as if it was due to a mathematical error without
regard to the procedural restrictions on assessment.

The IRS, Mr. Ivanick continues, may make an assessment related
to a tentative carryback adjustment without providing the
taxpayer with (i) a notice of deficiency; or (ii) an opportunity
to challenge the assessment.  The IRS, he adds, is not constrained
to stay collection for the 60-day period pursuant to a tentative
carryback adjustment assessment and may proceed to collect
immediately on the assessment in any manner available under
applicable law.

"Should the IRS take steps to seize the Tax Refunds before the
adjudication of the IRS' entitlement (or lack of entitlement)
thereto, AFG's ability to reorganize successfully will be
jeopardized or destroyed," Mr. Ivanick tells Judge Chapman.

After the assessment, there is a threat that the IRS could
immediately place a lien on the taxpayer's assets, Mr. Ivanick
points out.  Should the IRS levy assets of AAC or the other
members of AFG's tax sharing group for a tax ultimately
adjudicated not to be owing, the effect would destroy or
seriously jeopardize AFG's ability to reorganize, he notes.

Moreover, if the IRS takes enforcement actions against AAC, there
is a significant risk the Commissioner of Insurance of the State
of Wisconsin would quickly commence a rehabilitation of AAC's
General Account, Mr. Ivanick cites.  Rehabilitation of AAC's
General Account, he elaborates, would result in massive losses of
value at AAC that would impair AFG's ability to reorganize AAC's
business platforms.  Among other things, rehabilitation of AAC
would lead to defaults by the issuers of $20-billion commercial
asset-backed notes insured by AAC and result in significantly
increased claims against AAC.

Rehabilitation of the AAC General Account would also cause
detrimental effects to one of AAC's affiliates, which would
suffer losses, as municipal payment shortfalls would cause a
mismatch for AAC's affiliate with respect to swaps it entered
into with counterparties to hedge its exposure to the
municipalities' positions, Mr. Ivanick adds.

AFG calculates AAC's exposure to mark-to-market damage claims in
respect of the Collateralized Loan Obligations book to be about
$3 billion.  Counterparties of CDS agreements generally have a
right to assert mark-to-market termination claims in the event of
a rehabilitation of AAC.  The OCI recently sought and obtained
from the Dane County Circuit Court in Wisconsin an expanded
injunction to prevent the IRS from asserting liens against and
levying upon the assets of AAC and its subsidiaries.  If the OCI
fails to restrain the assertion of those damages, this $3 billion
in additional policyholder claims would dilute all other
policyholder claims significantly and destroy AAC's residual
value to AFG, Mr. Ivanick points out.  Any IRS action taken
against the other valuable non-debtor subsidiaries of AFG
included within its consolidated tax group aimed at recapturing
the Tax Refunds could have negative effects on AFG, he argues.

Against this backdrop, Mr. Ivanick asserts that the U.S.
Bankruptcy Court for the Southern District of New York has the
power and authority to determine the amount and legality of the
taxes underlying the prepetition Tax Refunds.  AFG recently filed
a voluntary Chapter 11 petition in the New York Bankruptcy Court
on November 8, 2010.  Resolution of AFG's tax liability as the
common parent of its consolidated group will significantly
facilitate the administration of AFG's Chapter 11 case, he says.

"Given the very real danger posed to AFG's reorganization
prospects if the Bankruptcy Court does not determine AFG's tax
liability, and the likelihood that the IRS would attempt to
deploy self-help in seizing assets of AFG's nondebtor
subsidiaries, the prejudice to AFG is incontrovertible," Mr.
Ivanick asserts.

Accordingly, under its adversary complaint dated November 9, the
Debtor asks the Bankruptcy Court to enter:

  (1) a declaration that the Debtor and the members of the
      consolidated group have no tax liability for that tax
      years 2003 through 2008 and that they are entitled to
      retain the full amount of the Tax Refunds;

  (2) a temporary restraining order and preliminary injunction,
      ordering the IRS to provide five days' prior written
      notice before taking any Enforcement Action contrary to
      the Wisconsin State Court Injunction, whether or not that
      injunction remains in effect.

The Debtor seeks a TRO and preliminary injunction against the
IRS, pending a final determination of its prepetition tax
liability under Section 505(a) of the Bankruptcy Code, to
preserve the status quo of its reorganization efforts.

"If the Court does not grant the Debtor's request and the IRS
places lien and levies AAC's assets before AFG's tax liability is
determined, the IRS will single-handedly thwart AFG's
reorganization, even though it is wrong about AFG's tax
liability, without having an opportunity to show it does not owe
the IRS one cent," Mr. Ivanick emphasizes.

David W. Wallis, president and chief executive officer of AFG;
Thomas J. Staskowski, first vice-president of AFG; R. Wes
Kirschoff, an AFG managing director; and Lawrence M. Hill, a
Dewey & LeBoeuf professional, filed separate declarations in
support of the Debtor's complaint and request for injunction.

Mr. Wallis noted that notwithstanding the OCI's actions and the
State Court Injunction to enjoin the IRS, the Debtor believes the
IRS may elect to ignore the terms of the expanded State Court
Injunction and take enforcement actions to recapture the Tax
Refunds.  Given that those actions could seriously jeopardize the
Debtor's reorganization, Mr. Wallis insists that the Bankruptcy
Court should enter the TRO and preliminary injunction.

Mr. Staskowski disclosed that Sandy Criscione, an IRS field agent
assigned to Ambac's audit refund, told him that the IRS attorneys
discussed recapturing the Tax Refunds as set forth in the
Information Document Request.  The IDR is due on November 29,
2010.  Mr. Staskowski has scheduled a meeting with Mr Criscione
for December 1, 2010.

Mr. Kirschoff affirmed the information set forth in the Debtor's
complaint.

Mr. Hill, a partner at Dewey & LeBoeuf LLP and chair of the
firm's tax controversy and litigation practice group --
lhill@dl.com -- relates that the effect of IRS's immediate
assessment would be that a lien may be placed and the levy may be
imposed upon "all property and rights to property belonging to
the taxpayer," which includes any member of the consolidated tax
group.

                  IRS Agree on Adequate Notice
              on any Enforcement Action Vs. Ambac

AFG subsequently informed the U.S. Securities and Exchange
Commission on November 9 that it has entered into a stipulation
with the IRS, whereby the IRS has agreed to give at least five
days' notice before taking any action against AFG's non-debtor
subsidiaries in the consolidated tax group that would violate the
State Court Injunction.

The stipulation permits the status quo to be maintained from
November 9 until a hearing is conducted on the preliminary
injunction that AFG sought in the adversary complaint, thus
barring assessment and collection of the 2003 to 2008 tax refunds
by the IRS against AFG's non-debtor subsidiaries.

The stipulation also calls for the IRS to respond to the TRO
request by December 31 and AFG to file a counterreply to any
response by January 18, Bloomberg News' Tiffany Kary noted in a
related report.

A hearing on the TRO Motion is scheduled for November 9.  Results
on the TRO Motion hearing are not yet available in the Bankruptcy
Court's public dockets as of presstime.  A pre-trial conference
in the adversary complaint has been set for December 21.

                        About Ambac Financial

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

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

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

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

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

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

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

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

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


AMERICAN INT'L: Extends Exchange Offer Until November 17
--------------------------------------------------------
American International Group, Inc., has extended its offer to
exchange up to 74,480,000 of its Equity Units consisting of
Corporate Units for consideration per Corporate Unit equal to
0.09867 shares of its common stock plus $3.2702 in cash.

The exchange offer was commenced on October 8, 2010, and scheduled
to expire at 11:59 p.m., New York City time, November 10, 2010.
It will now expire at 11:59 p.m., New York City time, November 17,
2010, unless further extended or earlier terminated by AIG. All
other terms of the exchange offer remain the same.

As of 3:00 p.m., New York City time, on November 10, 2010,
41,138,605 Corporate Units had been validly tendered and not
withdrawn.

BofA Merrill Lynch, Citi, Deutsche Bank Securities and J.P. Morgan
Securities LLC are acting as dealer managers for the exchange
offer.  Global Bondholder Services Corporation is acting as
information and exchange agent for the exchange offer.

                             About AIG

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

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

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


AMERIPLAST INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ameriplast Inc.
        P.O. Box 1529
        Vega Baja, PR 00694

Bankruptcy Case No.: 10-10569

Chapter 11 Petition Date: November 9, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Brian K. Tester

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  LAW OFFICE OF CARLOS RODRIGUEZ QUESADA
                  P.O. Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867
                  E-mail: cerqlaw@coqui.net

Scheduled Assets: $1,562,474

Scheduled Debts: $977,818

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb10-10569.pdf

The petition was signed by Maria Chaple, president.


ANGELICA CORP: Moody's Withdraws 'B2' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for Angelica
Corporation as Angelica decided it no longer needed to pursue the
$185 million proposed senior secured facility.  Because of the
aforementioned and because Angelica has no other rated debt,
Moody's Investors Service is required to withdraw all ratings on
Angelica in accordance with Moody's Withdrawal Policy.

These ratings were withdrawn:

  -- Corporate family rating at B2;
  -- Probability of default rating at B3;
  -- $35 million senior secured revolving credit facility at B2
  -- $50 million senior secured term loan A at B2
  -- $100 million senior secured term loan B at B2

The last rating action was on September 30, 2010, where Moody's
assigned an initial B2 corporate family rating to Angelica and a
B2 rating on its proposed secured credit facility.

Angelica Corporation is a leading provider of textile rental and
linen management services to the U.S. healthcare market.  Angelica
provides laundry and linen management services to hospitals, long
term care facilities, and out-patient medical practices from 26
service centers across the nation.  The company is headquartered
in Alpharetta, Georgia.  The company reported net sales of
approximately $433 million for the last twelve months end
August 28, 2010.


ANGELICA CORP: S&P Withdraws 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
preliminary ratings on Alpharetta, Georgia-based linen management
services company Angelica Corp., including the 'B' corporate
credit rating, at the company's request.

These preliminary ratings were based on issuance of the company's
proposed $185 million senior secured credit facility which was
intended to refinance existing debt, to pay a dividend, and to
cover transaction fees and expenses.  The transaction did not take
place so S&P is withdrawing all related ratings.


ANGIOTECH PHARMACEUTICALS: Posts $18.5MM 3rd Quarter Net Loss
-------------------------------------------------------------
Angiotech Pharmaceuticals Inc. reports that net loss and net loss
per share were $18.5 million and $0.22, respectively, for the
third quarter ended September 30, 2010.  Net loss and net loss per
share were $7.80 million and $0.09 per share in the same period in
2009.

The Company reported total revenue of $58.984 million in the third
quarter of 2010, compared with $63.244 million in the same period
in 2009.

The Company's balance sheet at Sept. 30, 2010, showed $
326.80 million in total assets, $60.30 million in total
liabilities, and a stockholder's deficit of $622.16 million.

In addition, Angiotech also announced it had entered into an
updated and amended credit facility and Forbearance Agreement with
Wells Fargo Capital Finance, LLC.  The updated and amended credit
facility will provide the Company with up to $35 million of
liquidity, with the applicable interest rate and other material
terms being consistent with the current credit facility with Wells
Fargo, except that the updated and amended credit facility is
expected to increase the borrowing base, thereby assuring the
Company immediate access to approximately $25 million under the
facility, and provides for amended levels of material financial
covenants.  The Amended and Restated Forbearance Agreement
provides for the credit facility to be available under the amended
terms through the earlier of April 30, 2011, or the completion of
our previously announced recapitalization transaction.

"We are pleased to report our highest ever third quarter product
sales, driven primarily by continued growth in sales of our
Proprietary Medical Products and continued stability and
improvement across all segments of our Base Medical Products
business," said Dr. William Hunter, President and CEO of
Angiotech.  "Our innovations, in particular our proprietary Quill
Knotless Tissue-Closure Device franchise, combined with the
tremendous efforts of our people, have continued to produce
satisfying results, even as we continue to address the challenges
posed by declining royalties received from our partner Boston
Scientific."

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e28

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6e29

                         About Angiotech

Based in Vancouver, British Columbia, in Canada, Angiotech
Pharmaceuticals, Inc. (NASDAQ: ANPI; TSX: ANP) --
http://www.angiotech.com/-- is a global specialty pharmaceutical
and medical device company.  Angiotech discovers, develops and
markets innovative treatment solutions for diseases or
complications associated with medical device implants, surgical
interventions and acute injury.

Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Angiotech Pharmaceuticals Inc. to 'D' (default)
from 'CC'.  At the same time, S&P lowered its issue-level rating
on the company's US$250 million senior subordinated debt to 'D'
from 'C'.  S&P also lowered the issue-level rating on the
US$325 million senior unsecured notes to 'C' from 'CC'.  The
recovery rating on each debt piece is unchanged.

Moody's Investors Service downgraded the probability of default
rating of Angiotech Pharmaceuticals, Inc., to Ca/LD from Ca and
affirmed the Corporate Family Rating at Ca.  The company's other
existing debt ratings were affirmed.  The outlook is developing.

Standard & Poor's Ratings Services said it withdrew its ratings,
including its 'D' long-term corporate credit rating, on Vancouver-
based Angiotech Pharmaceuticals Inc. at the company's request.


ANTIETAM FUNDING: Wants to Reject AllSettled Agreement
------------------------------------------------------
Sagecrest II LLC and wholly owned subsidiaries National
Consolidated Funding, LLC II, and Antietam Funding LLC ask for
permission from the U.S. Bankruptcy Court for the District of
Connecticut to reject a master agreement dated as of June 28,
2007, with Allsettled Partners, Inc., and its related entities.

The Debtors said, "The Master Agreement is a particularly
disadvantageous agreement for SCII and its subsidiaries.  It was
negotiated at a time when SC II was controlled by Windmill
Management LLC and it contains provisions which are not only
burdensome to the Debtors, their estates and creditors' but are
not even commercially reasonable. The continuing obligations of
the Debtors under the Master Agreement are all one-sided in favor
of the Allsettled Parties and will result in the diminution rather
than enhancement of their estates."

On June 28, 2007, Windmill, SCII's then manager, caused SCII to
enter into the Master Agreement and acquire all of the membership
interests in NCF and Antietam from Allsettled Partners, Inc., for
$4,017,606.  Prior to, and after the acquisition, SCII acted as
Antietam and NCF's sole lender under separate lending agreements
with each entity.  At the time SCII acquired these membership
interests, its outstanding loans to NCF and Antietam exceeded
$50,000,000.  The recitals to the Master Agreement acknowledged
SCII's loans to Antietam and NCF and that the amount of these
loans were such that SCII owned most of the economic interests in
the Life Settlements owned by NCF and Antietam.

It appears that SCII paid the Allsettled Parties $4,017,606 for
membership interests in entities with little or no equity value,
the Debtors stated.

In the Master Agreement, the Allsettled Parties represented and
warranted that Antietam and NCF's assets were owned free of Liens
other than the Liens of SCII under the NCF Credit Agreement and
the Antietam Credit Agreement.  These same parties represented and
warranted that neither NCF nor Antietam had any liabilities,
actual or contingent, other than those owed to SCII.

Allsettled also agreed, if SCII would request, to assist SCII in
making sure that all payments on account of Life Settlements were
directed to accounts under the control of either NCF or Antietam.
The Debtors said that although the Master Agreement is clear that
the Allsettled Parties have no interest in the insurance assets,
for reasons not clear to SCII's current management, the parties
agreed that a member of the Allsettled Parties, Capital Credit
Group SD, Inc., would remain as lender of record on certain
of the insurance policy assets.

According to the Debtors, the Master Agreement purportedly
committed SCII, Antietam, and NCF to provide further
considerations to the Allsettled Parties which, in the business
judgment of the Debtors' current management, are burdensome and
not in the best interests of the Debtors' estates and creditors.
"The Master Agreement requires NCF and Antietam to pay servicing
fees to the Allsettled Parties in connection with the ongoing
management of their insurance assets.  These fees, moreover,
increase in tandem with each new loan that SageCrest Finance, as
successor to SCII, makes to NCF and Antietam.  In other words, as
SageCrest Finance funds premium obligations, these loan increases
result in an automatic increase in the amount of the servicing fee
due the Allsettled Parties even though no additional services are
provided.  This commercially unreasonable arrangement has caused
the Debtors to have paid Allsettled approximately $1,300,000 in
servicing fees for the last twelve month period for which fees
have been paid, an amount approximately five times the fees
charged by competitors of the Allsettled Parties.  This fee
arrangement is mirrored in a separate Servicing and Tracking
Agreement dated March 17, 2006, which SCII has separately moved to
reject.  SCII, Antietam, and NCF intend to replace the Allsettled
Parties with LexServe LP, widely regarded as one of the most
respected servicers in the industry, at a savings of over
$1,000,000 a year," the Debtors stated.

The Master Agreement, the Debtors said, also purports to impose
other future duties upon the Debtors with accompanying fee payment
obligations.  The Debtors stated that under the Master Agreement,
SCII is committed to fund a new credit facility to Allsettled for
working capital although, upon information and belief, there is no
record of a credit agreement reflecting this facility having been
executed.

The Debtors also request the Court for a bar date requiring the
Allsettled Parties to file any claim they allege to have as a
result of the rejection of the Master Agreement or arising out of
the Master Agreement no later than 30 days after the entry of the
order, otherwise all the claims will be barred.

The Debtors said that all of their major constituents, including
their secured lender and the Official Committee of Equity
Investors, support the Debtors on this motion.

                       About Antietam Funding

Greenwich, Connecticut-based Antietam Funding, LLC, is a special
purpose limited liability company whose sole business is to lend
monies to finance payments of life insurance premiums and, in the
event the borrowers fail to repay the loans, to foreclose on and
own the underlying policies.

Antietam Funding filed for Chapter 11 bankruptcy protection on
October 19, 2010 (Bankr. D. Conn. Case No. 10-52523).  Douglas J.
Buncher, Esq., at Neligan Foley LLP, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets at
$50 million to $100 million and debts at $100 million to
$500 million as of the Petition Date.

Affiliates Il Lugano, LLC (Bankr. D. Conn. Case No. 08-50811),
SageCrest Dixon Inc. (Bankr. D. Conn. Case No. 08-50844),
SageCrest Finance LLC (Bankr. D. Conn. Case No. 08-50755), and
SageCrest II, LLC (Bankr. D. Conn. Case No. 08-50754) filed
separate Chapter 11 petitions.


ARCADIA ENTERPRISES: Bank Owns Docs, Rights to Woodlands Project
----------------------------------------------------------------
The Hon. Melvin S. Hoffman rules that Scituate Federal Savings
Bank -- not Arcadia Enterprises, Inc. -- owns the project
documents and attendant rights in connection with plans to develop
a residential subdivision in Franklin and Bellingham,
Massachusetts known as the Woodlands.  The Court grants Scituate
relief from the automatic stay to the extent necessary for the
Bank to transfer the comprehensive permit to its own name, obtain
building permits, and take any other actions as are necessary for
the Bank to continue the Woodlands Project to final completion.

In February 2005, the Debtor borrowed $1,920,000 from Walpole
Cooperative Bank to finance the Woodlands Project.  In November
2006, Walpole sold to Scituate the February 2005 Notes, the
Mortgage, and "[a]ll documents in [Walpole's] possession
pertaining to the [February 2005 Notes]."

On February 5, 2009, as a result of a default, Scituate conducted
an expedited foreclosure sale of the Woodlands real estate.  The
Bank was the successful, indeed the only, bidder at the
foreclosure sale.

After the Petition Date, the Bank applied for and received a
building permit to construct the ninth unit at the Woodlands.  The
Debtor, however, successfully appealed the issuance of that
building permit.

A copy of the Court's memorandum of decision, dated October 27,
2010, is available at http://is.gd/gVrdIfrom Leagle.com.

Real estate developer Arcadia Enterprises, Inc., filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Mass. Case No. 10-40226) on January 21, 2010.


ARMSTRONG WORLD: S&P Downgrades Corporate Credit Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Armstrong World Industries Inc. to 'BB-' from 'BB'.  All
ratings were removed from CreditWatch, where they were placed with
negative implications on Nov. 8, 2010.  The rating outlook is
negative.

S&P also assigned a 'BB-' (the same as the corporate credit
rating) issue-level rating and '3' recovery rating to Armstrong's
proposed $1.05 billion senior secured credit facility, consisting
of a proposed $250 million revolving credit facility due 2015, a
$250 million term loan A due 2015, and a $550 million term loan B
due 2017.  The recovery rating of '3' indicates S&P's expectation
for meaningful (50% to 70%) recovery of principal in the event of
payment default.

S&P expects to withdraw its ratings on Armstrong's existing bank
facilities upon completion of the proposed refinancing.

"The ratings downgrade reflects the significant increase in debt,
as well as a more aggressive financial policy, in S&P's view,
following Armstrong's recently announced proposed recapitalization
that includes an approximately $800 million sponsor dividend,"
said Standard & Poor's credit analyst Thomas Nadramia.

The negative rating outlook reflects S&P's view that Armstrong's
end markets, while likely to improve, will still remain weak
compared with historical averages.  Also, given the size of the
dividend and debt associated with its funding, S&P now views
Armstrong's financial risk profile as aggressive.  Pro forma for
the transaction, total adjusted debt to EBITDA will be about 6x,
which S&P considers to be weak for the rating given Armstrong's
fair business profile.  While S&P expects debt to EBITDA to
improve to around 3.5x in 2011 due to better operating
performance, S&P thinks metrics could worsen if the recovery in
residential and commercial construction is delayed.


ARTECITY PARK: Suit v. Contractor Goes Back to State Court
----------------------------------------------------------
The Hon. A. Jay Cristol declines to hear the lawsuit and
countersuit among Artecity Park LLC and its debtor-affiliates, and
Soares Da Costa CS, LLC, and Soares Da Costa Construcao SGPS
(Bankr. S.D. Fla. Adv. Proc. No. 10-03595) under the mandatory
abstention statutory provisions.

Judge Cristol finds that the action can be timely adjudicated in
state court.  "The Court is not persuaded that this adversary
proceeding could be tried any sooner in this Court or the District
Court than in the State Court, especially in light of the posture
of the State Court Action and the current backlog in District
Court.  Additionally, the State Court has become familiar with the
proceedings and has ruled on various substantive and dispositive
motions.  Furthermore, the Court is persuaded that judicial
economy will be preserved by abstaining from hearing and trying
this adversary proceeding and such abstention will not negatively
impact the efficient administration of the bankruptcy estates,"
Judge Cristol says.

Judge Cristol says the State Court Action may proceed to judgment,
but the SDC Defendants must return to the Bankruptcy Court for
approval if they receive a judgment against the Debtors and seek
to execute on that judgment.

Artecity Park LLC, Artepark South Development LLC, Artecity
Governor LLC and Park Villas Development LLC sued SDC over the
Artecity condominium project in Miami Beach, Florida.  SDC served
as the general contractor to administer and supervise the Project.

Artecity Park and Artepark sued SDC in the Circuit Court for the
Eleventh Judicial Circuit in and for Miami-Dade County, Florida
(Case No. 08-17586 CA 31) in April 2008, asserting four breach of
contract claims against SDC and four breach of guaranty claims
against SDC Construcao.  In August 2009, SDC served its Amended
Counterclaim against the Debtors asserting counterclaims for
breaches of contract, foreclosure of construction liens, unjust
enrichment, and quantum meruit.  The suit was later removed to the
Bankruptcy Court.

A copy of Judge Cristol's order, dated October 25, 2010, is
available at http://is.gd/gVe8Ifrom Leagle.com.

Miami Beach, Florida-based Artecity Park LLC filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Case No. 10-31410) on
July 26, 2010.  Thomas R. Lehman, Esq., at Levine Kellogg Lehman
Schneider + Grossman LLP, assists the Company in its restructuring
effort.  The Company estimated $50 million to $100 million in
assets and $10 million to $50 million in debts in its Chapter 11
petition.  Affiliates Artecity Governor LLC, Artecity Holding LTD,
and Artecity Management LLC also filed for Chapter 11.


ASSET RESOLUTION: Bid to Strike Discounted Pay-Off Claims Denied
----------------------------------------------------------------
Certain financial institutions and individuals that had lent money
for the purchase of commercial real estate sued Compass USA SPE
LLC in the U.S. District Court for the District of Nevada to
determine their rights and obligations under Loan Servicing
Agreements and for various torts.  The Direct Lenders allege that
they have been damaged by the loss of interest in monies they
would have collected had the loan servicer honored their requests
to accept less than that which was due on certain loans in full
satisfaction of them.

USA Commercial Mortgage Co., was a loan servicing company that
went bankrupt.  Compass purchased USA Commercial's interest in
thousands of Loan Servicing Agreements.  Silar Advisors, LP and
Silar Special Opportunities Fund, LP, financed Compass's purchase,
retaining a security interest in the LSAs.  Silar later assigned
the loan and corresponding security interest in the LSAs to Asset
Resolution LLC, an entity created and owned by Silar for this
purpose.  Asset Resolution eventually foreclosed on the LSAs.

Asset Resolution and Silar intervened in the Direct Lenders' suit.

The Defendants ask the Court to "strike" the claims based on
judicial estoppel.  The Defendants argue that Plaintiffs' counsel
previously argued, and the Court accepted, that Compass had no
duty to accede to any direct lender's desire to accept less than
the full amount due on a given loan unless every lender with
respect to that loan, including Compass itself where applicable,
agreed.

Asset Resolution LLC -- but not Silar -- filed for Chapter 11
bankruptcy in the United States Bankruptcy Court for the Southern
District of New York on October 14, 2009.  On November 24, 2009,
the Bankruptcy Court for the Southern District of New York granted
a motion for transfer of venue, transferring the bankruptcy action
to the Bankruptcy Court for the District of Nevada.  The Nevada
Court later converted Asset Resolution's bankruptcy to Chapter 7.
William A. Leonard, Jr., was appointed Chapter 7 Trustee.

Silar, Asset Resolution and the Chapter 7 Trustee have asked the
District Court to strike Plaintiffs' Discounted Pay-Off Claims.

The Hon. Robert C. Jones of the District of Nevada finds the
Motion to Strike without merit.  Judge Jones says although no
direct lender could be forced to take less than what he was due,
any direct lender could choose to do so, and the loan servicer
would be obligated to accept less than full value from the
borrower, prorated according to each lender's wishes.  He says
those Plaintiffs who allege that Compass dishonored their wishes
to accept less than full value from borrowers for their prorated
share of a given loan therefore have a legitimate contractual
claim for damages measured by the value lost due to the servicer's
intransigence, plus interest.  But he adds that each Plaintiff
will have to prove his own case, and no Plaintiff who refused to
accept less than full value on his loan, or who was silent on the
matter, will be able to do so, but this is a matter of proof for
trial.

A copy of the District Court's order, dated October 26, 2010, is
available at http://is.gd/gVC7Mfrom Leagle.com.

                       About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represented the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, served as Chief Restructuring Officer for the
Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represented the Official Committee of Unsecured Creditors of
USA Commercial Mortgage Company.  Edward M. Burr at Sierra
Consulting Group, LLC, provided financial advice to the Creditors
Committee of USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represented the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., provided
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represented the Official Committee of Equity Security Holders of
USA Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at
Alvarez & Marsal, LLC, provided financial advise to the Equity
Committee of USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.

The Debtor's Chapter 11 plan of reorganization was confirmed on
Jan. 8, 2007.

                      About Asset Resolution

Asset Resolution LLC was formed by Silar Advisors, L.P., to hold
assets that served as collateral for a $67 million loan to Compass
USA SPE LLC, which was used by Compass to acquire the assets of
USA Commercial Mortgage Company in an earlier bankruptcy case
through a sale under Section 363 of the Bankruptcy Code.  Silar
foreclosed on Compass in September 2008 when alleged interference
from former investors in USA Commercial prevented proper
management and sale of the properties.

Headquartered in New York, Asset Resolution LLC and 14 units filed
for Chapter 11 protection on Oct. 14, 2009 (Bankr. D. Del. Case
No. 09-16142).  Klestadt & Winters LLP serveD as counsel to the
Debtors.  In its schedules, Asset Resolution disclosed
$423,498,002 in assets and $22,642,531 in debts.


ATLAS ENERGY: Moody's Reviews 'B1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has placed Atlas Energy Operating
Company, LLC Corporate Family Rating of B1 under review for
upgrade following the announcement that the company's parent,
Atlas Energy, Inc., has signed a definitive agreement to be
acquired by Chevron Corporation (Aa1).  The total transaction
value is $4.3 billion including the assumption of $1.1 billion
of debt.  Closing of the transaction is subject to the approval
of Atlas' shareholders and other customary closing conditions.

"We have put the ratings of Atlas on review for an upgrade based
on its announcement that the company has reached an agreement to
be acquired by Chevron, a company with a much stronger credit
profile", said Stuart Miller, Moody's Senior Analyst.

At closing, Chevron will assume Atlas' debt obligations which will
include $400 million of 10.75% senior notes due 2018, $200 million
of 12.125% senior notes due 2017, and all outstanding senior
secured debt under Atlas' bank revolving credit agreement.
Moody's expects that this debt will be repaid by Chevron at or
immediately after closing as this debt is relatively high cost
from Chevron's perspective.  The acquisition will be considered a
change in control as defined in the debt agreements.

Should the senior notes be repaid in connection with the closing
of the transaction, Moody's with withdraw all of the ratings for
Atlas.  However, if Atlas' debt remains outstanding after the
acquisition is completed, the ratings would likely be upgraded as
long as sufficient financial information for Atlas is available to
maintain the ratings.

The last rating action was on May 6, 2008 when Atlas' CFR of B1
was affirmed in conjunction with the offering of a $150 million
add on to Atlas 10.75% senior notes due 2018.

Atlas Energy Inc. is headquartered in Pittsburgh, PA.


ATLAS ENERGY: S&P Puts 'B+' Rating on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Atlas Energy Resources LLC on CreditWatch with
positive implications.  S&P also placed the 'B' issue-level
ratings on ATN's senior unsecured notes on CreditWatch with
positive implications.  The recovery ratings on these notes remain
'5', indicating S&P's expectation of modest (10%-30%) recovery in
the event of a payment default.  The positive CreditWatch status
denotes the possibility that S&P may raise or affirm its existing
ratings on ATN after Chevron's acquisition of ATN's parent, Atlas
Energy Inc.

"The rating actions follow the announcement that ATLS had
entered into a definitive agreement to be acquired by Chevron
[AA/Stable/A-1+] in a transaction valued at $4.3 billion,
including assumption of pro forma net debt of approximately
$1.1 billion," said Standard & Poor's credit analyst Patrick Y.
Lee.  ATN is a wholly owned subsidiary of ATLS and together with
ATN's subsidiaries comprise the exploration and production
business segment of ATLS.  As of Sept. 30, 2010, ATN via
subsidiaries and as parent guarantor had outstanding $400 million
principal amount of 10.75% senior unsecured notes due 2018,
$200 million principal amount of 12.125% senior unsecured notes
due 2017, and $76 million under a revolving credit facility.

Under the terms of the agreement, ATLS shareholders will receive
$38.25 in cash for each outstanding share and will also receive a
pro rata share of a distribution of more than 41 million units of
Atlas Pipeline Holdings L.P.  Besides ATLS shareholders' approval,
closing is subject to various cross-conditioned transactions
including:

  a) ATLS selling 175 Bcfe of natural gas and certain energy
     assets and fee revenues from its investment management
     business to AHD for consideration of $250 million, comprised
     of $30 million in cash and $220 million in newly issued AHD
     units;

  b) AHD acquiring the general partner interest in AHD from ATLS;
     and

  c) ATLS acquiring a 49% interest in Laurel Mountain Midstream
     LLC from Atlas Pipeline Partners L.P. for $403 million in
     cash.

Besides assumption of ATLS' pro forma net debt of approximately
$1.1 billion, Chevron has yet to divulge how it will ultimately
integrate ATLS into its corporate structure.  At the very least,
ATLS assets will enhance Chevron's global shale gas position and
provide the company with a strong presence in the emerging
Marcellus play.

S&P expects to resolve the CreditWatch upon Chevron's completion
of the acquisition.  In resolving the CreditWatch, S&P will focus
on the resulting corporate structure, the strategic importance of
ATLS and, therefore, of ATN to Chevron, and any guarantee or
repayment of debt obligations.


ATLAS PIPELINE: S&P Puts 'B' Rating on CreditWatch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating, 'BB-' senior secured rating, and 'B-' senior unsecured
rating on Atlas Pipeline Partners L.P. on CreditWatch with
positive implications.

The CreditWatch listing followed Atlas's agreement to sell its
Laurel Mountain assets to Atlas Energy Inc., the parent company of
Atlas Energy resources LLC (B+/Stable/--), and management's
intention to use the proceeds for future growth projects and
general corporate purposes including possible debt reduction.

S&P expects to resolve the CreditWatch listing within the next two
to three months.  In resolving the CreditWatch, S&P will reassess
Atlas's business risk profile in light of its smaller asset base,
how Atlas plans to use the proceeds, and the effect the strategy
could have on the company's rating.  S&P anticipates that if S&P
raises the corporate credit rating, it would be limited to one
notch.  S&P will also reevaluate its recovery ratings in light of
the company's pro forma asset base and capital structure, which
may impact the existing senior secured and senior unsecured issue
ratings.


B-SCT2, LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: B-SCT2, LLC
        3455 Cliff Shadows Parkway, Suite 220
        Las Vegas, NV 89129

Bankruptcy Case No.: 10-31307

Chapter 11 Petition Date: November 10, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: I. Scott Bogatz, Esq.
                  BOGATZ & ASSOCIATES, P.C.
                  3455 Cliff Shadows Parkway, Suite 110
                  Las Vegas, NV 89129
                  Tel: (702) 776-7000
                  Fax: (702) 776-7900
                  E-mail: rpoll@isbnv.com

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

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

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by Thomas J. Devore, chief operating
officer of LEHM, LLC, manager.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
B-SWDE3, LLC                          09-29051            10/09/09
B-PVL1, LLC                           09-29147            10/12/09
A-SWDE1, LLC                          09-34216            12/29/09
A-JVP1, LLC                           09-34236            12/29/09
B-SWDE2, LLC                          09-33470            09/15/09
B-NWI1, LLC                           10-15774            04/02/10
B-JVP1, LLC                           10-16641            04/16/10
B-VLP2, LLC                           10-16660            04/16/10
B-PVL2, LLC                           10-16648            04/16/10
B-VLP1, LLC                           10-16655            04/16/10
B-VV1, LLC                            10-18284            05/05/10
A-NGAE1, LLC                          10-18719            05/12/10
B-SWDE6, LLC                          10-30194            10/27/10
B-SWDE7, LLC                          10-30199            10/27/10


BERNARD L MADOFF: Judge Approves New Wave of Investor Suits
-----------------------------------------------------------
Bankruptcy Law360 reports that a judge has allowed a trustee to
move forward with potentially thousands of new lawsuits seeking to
recover assets from Bernard Madoff's ex-customers in order to
recoup funds for the notorious Ponzi schemer's bankruptcy estate.

Law360 says Judge Burton Lifland approved procedures on Wednesday
in the U.S. Bankruptcy Court for the Southern District of New York
for the suits, overruling objections from lawyers for investors.

                        About Bernard L. Madoff

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

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

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

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

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

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

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


BIEDERMANN MANUFACTURING: Case Summary & Creditors List
-------------------------------------------------------
Debtor: Biedermann Manufacturing Industries Incorporated
        4541 Preslyn Drive
        Raleigh, NC 27616

Bankruptcy Case No.: 10-09207

Chapter 11 Petition Date: November 8, 2010

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: John A. Northen, Esq.
                  Vicki L. Parrott, Esq.
                  NORTHEN BLUE, LLP
                  P.O. Box 2208
                  Chapel Hill, NC 27515-2208
                  Tel: (919) 968-4441
                  Fax: (919) 942-6603
                  E-mail: jan@nbfirm.com
                          vlp@nbfirm.com

Scheduled Assets: $1,071,393

Scheduled Debts: $3,453,126

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb10-09207.pdf

The petition was signed by John W. Biedermann, president.


BIG BLACK: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Big Black Dogs, LLC
          dba Palisade Hotel
              Palisade Plaza
        965 Gray Avenue
        Yuba City, CA 95991

Bankruptcy Case No.: 10-49712

Chapter 11 Petition Date: November 10, 2010

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Debtor's Counsel: R. Dale Ginter, Esq.
                  621 Capitol Mall, 18th Floor
                  Sacramento, CA 95814-4731
                  Tel: (916) 444-1000

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/caeb10-49712.pdf

The petition was signed by Grover Scott Black, managing member.


BSC DEV'T: Croce & Eagan Must Close Deal by Nov. 15
---------------------------------------------------
D. Croce and James J. Eagan to conclude a $700,000 sale agreement
to acquire Statler Towers on the northeast corner of Niagara
Square until Nov. 15, 2010.  The towers will be demolished if the
deal fell through.

Mr. Croce said he is prepared to spend $3 million to $4 million to
develop the first two floors but an additional $5.5 million in
government help is needed to stabilize the site, according to
the report.

Contract Specialists International, Inc., Firstsource
Manufacturing, Inc., and Parklane Catering LLC filed an
involuntary Chapter 11 bankruptcy petition for BSC Development BUF
LLC, aka BSC Tower, LLC, on April 13, 2009 (Bankr. W.D. N.Y. Case
No. 09-11550).  BSC Development owns the Statler Towers in
downtown Buffalo, New York.  The bankruptcy judge later put BSC's
into Chapter 11.  Morris Horwitz was named the building's trustee.


BURLINGTON COAT: Fitch Rates $1 Bil. Term Loan at 'B-/RR4'
----------------------------------------------------------
Fitch has rated Burlington Coat Factory Warehouse Corp.'s amended
and extended six-year $1 billion term loan 'B-/RR4', one notch
below the rating on the current $900 million term loan due May
2013.  In addition, Fitch has rated the company's proposed new
$500 million senior unsecured notes due 2018 'CC/RR6'.  The Rating
Outlook is Stable.

Proceeds from the offerings are expected to be used to repay a
total of $1.25 billion in debt outstanding under the company's
existing term loan facility due May 2013, 11.125% senior unsecured
notes due April 2014, and Burlington Coat Factory Investment
Holdings, Inc.'s (Parent) 14.5% senior discount notes due October
2014.  The ratings on the senior unsecured notes and the discount
notes will be withdrawn upon the closing of the transaction.  The
remaining proceeds are expected to be used toward making a
contribution to the company's equity holders, paying related fees
and expenses and for general corporate purposes.  Pro forma for
the proposed offerings, the company had approximately $1.5 billion
of debt outstanding at July 31, 2010.

The ratings continue to reflect BCF's significant geographic reach
with 459 stores across 44 states and Puerto Rico, positive free
cash generation and adequate liquidity.  The ratings also consider
the company's high leverage and intense competition in the
discounted apparel and home furnishings segments.

BCF generated revenues of $3.6 billion in the last 12 months (LTM)
ended July 31, 2010.  Comparable store sales improved to 3.3% and
0.3% in the first and second quarters of fiscal 2010 (ending
May 1, 2010 and July 31, 2010, respectively), from -4.8% in the
transition period, which began on May 31, 2009 and ended on
Jan. 30, 2010, due to the company's value offering.  While
comparable store sales decreased 5.6% in the third quarter of
fiscal 2010 (ending Oct. 30, 2010) due to warmer weather in
September and October which had an impact on coat sales, Fitch
expects BCF to report flat to slightly negative comparable store
sales growth for the full year as a result of ongoing merchandise
initiatives.

BCF's operating margins have strengthened as a result of fewer
markdowns and cost cutting efforts.  LTM operating EBIT margin
increased 130 basis points to 3.7% compared to 2.4% in the
comparable year ago period.  This combined with debt reduction of
$170 million resulted in LTM leverage, defined as total adjusted
debt/EBITDAR, decreasing to 5.8 times from 6.6x during the
comparable year ago period.  Interest coverage, defined as
EBITDAR/interest expense plus rent, was slightly better at 1.7x
versus 1.6x.  Pro forma for the proposed $1.5 billion debt
offering, leverage is expected to increase to around 7.0x for
fiscal 2010 (ending Jan. 29, 2011), slightly above fiscal 2009
leverage.  Fiscal 2010 coverage is expected to remain around 1.7x.

BCF is expected to have adequate liquidity to meet its near-term
capital and debt service requirements following the completion of
the proposed offerings, which will extend the debt maturity
profile to 2016 (with the exception of its credit facility that
will mature on Feb. 4, 2014).  The company generated positive free
cash flow of $268 million in the LTM period and had $81 million of
cash and cash equivalents as well as approximately $335 million of
availability under its $721 million credit facility as of July 31,
2010.  Fitch recognizes the increases in cash and free cash flow
will not be sustainable, as the company's payables will return to
a normalized level later this year.  This combined with the
announced contribution to the company's equity holders will likely
result in negative free cash flow and cash of around $50 million
at the end of fiscal 2010.

The ratings on the various securities reflect Fitch's recovery
analysis, which is based on the enterprise value of the company.
The enterprise value of just over $850 million is based on a
distressed EBITDA of approximately $215 million and a market
multiple of 4.0x under a distressed scenario.  Applying this value
across the capital structure results in an outstanding recovery
prospect (91%-100%) for the asset-based revolver.  The revolver is
rated 'BB-/RR1' and is collateralized by a first lien on inventory
and receivables and a second lien on real estate and property and
equipment.  The term loan is rated 'B-/RR4', reflecting average
recovery prospects (31%-50%), and is collateralized by a first
lien on the company's real estate and property and a second lien
on inventory and receivables.  The unsecured senior notes at the
operating company level are guaranteed by the holding company and
its current and future restricted subsidiaries.  These notes are
rated 'CC/RR6', reflecting poor recovery prospects (0%-10%).

Fitch has taken these the rating actions:

Burlington Coat Factory Investment Holdings, Inc.

  -- Long-term Issuer Default Rating affirmed at 'B-'.

Burlington Coat Factory Warehouse Corp.

  -- Long-term IDR affirmed at 'B-';

  -- $721 million asset-based revolver affirmed at 'BB-/RR1';

  -- $1 billion term loan downgraded to 'B-/RR4' from 'B/RR3';
     and

  -- $500 million senior unsecured notes rated 'CC/RR6'.

The Rating Outlook is Stable.


BURLINGTON COAT: S&P Assigns 'B-' Rating to $1 Bil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level rating and '4' recovery rating to Burlington,
New Jersey-based Burlington Coat Factory Warehouse Corp.'s
proposed $1 billion senior secured term loan B facility due
2016, indicating S&P's expectation for average (30%-50%)
recovery in the event of a payment default.

At the same time, S&P assigned its 'CCC' issue-level rating and
'6' recovery rating to BCF's proposed $500 million of senior
unsecured notes due 2018, indicating its expectation for
negligible (0%-10%) recovery in the event of a payment default.

The company intends to use the proceeds from the offerings, along
with cash on hand and borrowings under the unrated asset based
revolving credit facility to pay a $325 million special dividend
to its sponsor, Bain Capital Partners LLC, and to repay existing
debt ($301.6 million 11.125% senior notes due 2014, a $865 million
term loan B due 2013, and $99.3 million 14.5% senior discount
notes due 2014) issued by BCF and Burlington Coat Factory
Investment Holdings Inc. Upon completion of the refinancing and
the repayment of the existing debt, S&P will withdraw S&P's
ratings on these issues.  The ratings on the new issues are
subject to review of final terms and documents.

In addition, S&P affirmed its 'B-' corporate credit rating on
Michael Stores.  The outlook is stable.

"The ratings on BCF, a specialty off-price apparel and home goods
retailer, reflect S&P's opinion that the company's business risk
profile is vulnerable," said Standard & Poor's credit analyst
Jayne M. Ross, "based on its participation in the intensely
competitive and highly fragmented industry, along with substantial
seasonality and cyclicality." In addition, S&P expects BCF to
maintain its highly leveraged capital structure, thin cash flow
measures, and moderate cash balances.  S&P estimates that margins
should be relatively flat year over year.  As a result, S&P
believes BCF's financial risk profile is likely to remain highly
leveraged in the near term.


CARL MASHBURN: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Carl Edward Mashburn
        1018 County Road 50
        Athens, TN 37303

Bankruptcy Case No.: 10-16670

Chapter 11 Petition Date: November 10, 2010

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: Richard L. Banks-Blm, Esq.
                  RICHARD BANK & ASSOCIATES, P.C.
                  P.O. Box 1515
                  Cleveland, TN 37364-1515
                  Tel: (423) 479-4188
                  E-mail: bmerriman@rbankslawfirm.com

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

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

A list of the Debtor's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tneb10-16670.pdf


CENTRAL KANSAS: Plan Provides Distribution from Equity Sale
-----------------------------------------------------------
Central Kansas Crude LLC, submitted to the U.S. Bankruptcy Court
for the District of Kansas a proposed Plan of Liquidation
and an explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Plan provides that the
Debtor will liquidate its assets and that no equity will be
retained by any parties.  The Debtor will disburse with the sale
of new equity interest for new value.

Under the Plan, the secured claim of the Peoples Bank of Pratt,
N.A. has been separately satisfied in the bankruptcy case.  The
Peoples Bank will not participate in the distribution under this
Plan.

The Debtor proposes to pay AGV Corporation all the remaining funds
from the sale of its assets to Parnon in satisfaction of AGV's
secured claims, which is $94,128.  Any remaining balance of AGV's
claim after the payments will be treated as a general unsecured
claim.

The Debtor cannot provided the Kansas and Oklahoma producers the
indubitable equivalent of their secured claims as required by the
Bankruptcy Code without paying for all of the July 2008
production.

Class 4 non-priority, unsecured creditors will receive a pro rata
distribution of any funds left after the administrative claims,
the secured claims, and the unsecured, priority claims are paid in
full.

The Debtor filed an omnibus objection against the Class 5 interest
holders.  If the objection is granted, the interest holders claims
will be disallowed.

The Debtor does not anticipate any funds to be available to pay
the Class 6 equityholders.

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

                       About Central Kansas

Pratt, Kansas-based Central Kansas Crude LLC filed for Chapter 11
bankruptcy protection on November 17, 2009 (Bankr. D. Kan. Case
No. 09-13798).  Edward J. Nazar, Esq., who has an office in
Wichita, Kansas, represents the Debtor.  The Company disclosed
$13,515,357 in assets and $25,418,311 in liabilities.


CHAD KNUTSEN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: Chad M. Knutsen
                 mem SK Sun, LLC
                     K & S LLC
                     S & K LLC
                     A Step Ahead Foot/Ankle PC
                 fmem Podiatry Associates of Northen Colorado LLC
               Victoria L. Knutsen
               4590 Meadowlark Drive
               Windsor, CO 80550

Bankruptcy Case No.: 10-38291

Chapter 11 Petition Date: November 8, 2010

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtors' Counsel: Laurie Stirman, Esq.
                  322 E. Oak Street
                  Ft. Collins, CO 80524
                  Tel: (970) 493-8999
                  Fax: (970) 224-9188
                  E-mail: lstirman@bell-law.com

Scheduled Assets: $605,376

Scheduled Debts: $3,056,110

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


CHRISTOPHER ANGLE: Doesn't Own Asset Since Deal Wasn't Completed
----------------------------------------------------------------
In Christopher T. Angle, v. L.A. Limousine of Greenwich, LLC, Jean
C. Jean, and L. Alberto Uribe, Adv. Pro. No. 10-5051 (Bankr. D.
Conn.), Mr. Angle seeks a determination that assets of L.A.
Limousine, Inc., are property of his bankruptcy estate.  In
October 2005, Mr. Angle and defendants Jean and Uribe formed L.A.
Limousine of Greenwich for the purpose of purchasing L.A.
Limousine from Charles J. Lovetri, II.  The sale was not
completed.  Mr. Angle, however, claims that L.A. Limousine's
assets are property of his bankruptcy estate because during his
telephone conversation with Mr. Lovetri, Mr. Angle was given
control of L.A. Limousine.

The Hon. Alan H. W. Shiff says Mr. Angle confuses control and
ownership.  "He cannot own [L.A. Limousine], or any part of it,
simply because he has attempted to operate it.  Since the purchase
of [L.A. Limousine] was not completed, neither [L.A. Greenwich]
nor Angle, as a member of that entity, has an ownership interest
in [L.A. Limousine] or its assets," Judge Shiff rules.

A copy of Judge Shiff's memorandum and order, dated October 27,
2010, is available at http://is.gd/gVmfBfrom Leagle.com.

The bankruptcy case is In re: Christopher T. Angle, (Bankr. D.
Conn. Case No. 09-51872).


CINCINNATI BELL: Prices Offering of Add'l $275-Mil. Senior Notes
----------------------------------------------------------------
Cincinnati Bell Inc. has priced a public offering of an additional
$275 million aggregate principal amount of its 8 3/8% senior notes
due 2020.  These notes will be issued as additional notes under
the indenture pursuant to which the company issued $500 million in
aggregate principal amount of its 8 3/8% senior notes due 2020 on
October 13, 2010.

The additional notes will be treated as a single series with, and
will have the same terms as, the existing 2020 notes and will be
interchangeable with the existing 2020 notes.  The company intends
to use the proceeds from the sale of the additional notes to repay
the remaining outstanding indebtedness under its secured term loan
facility and to pay related fees and expenses.

The company expects the issuance and delivery of the notes to
occur on November 12, 2010, subject to customary closing
conditions.

                      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.


CITIZENS DEVELOPMENT: Wants Continued Access to Cash Collateral
---------------------------------------------------------------
Citizens Development Corp., asks the U.S. Bankruptcy Court for the
Southern District of California for authorization to use its
creditors' cash collateral beyond November 30, 2010; and to
deviate from the figures in the budget by up to 15%, both on a
line item and aggregate basis.

The Debtor believes that these creditors may assert an interest in
the Debtor's cash collateral: D&A Semi Annual Mortgage Fund III,
LC; Telesis Community Credit Union; and Pacific West TD Fund II,
LP.  Of these creditors, Telesis Community Credit Union will
likely assert an interest in the revenues generated by the
recreation center, which is the only asset (not including the
resort entities) of the Debtor that is generating income for the
Debtor.

The Debtor relates that these creditors are adequately protected.
The Debtor also believes that the value of its assets is not
declining.  As further adequate protection, the Debtor proposes to
provide the any creditor with an actual lien on the Debtor's
cash collateral with a replacement lien against the Debtor's
assets, with the same extent, validity, and priority as the
prepetition lien held by the creditor.

                 About Citizens Development Corp.

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Calif. Case No. 10-15142) on
August 26, 2010.  Ron Bender, Esq., at Levene, Neale, Bender, Yoo
& Brill LLP, represents the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Calif. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Calif. Case No. 10-13024).


COAST TO COAST: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Coast to Coast Investment Associates, LLC
        6256 Spring Mountain Rd, Suite 100
        Las Vegas, NV 89146

Bankruptcy Case No.: 10-31291

Chapter 11 Petition Date: November 9, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: David A Riggi, Esq.
                  5550 Painted Mirage Road #120
                  Las Vegas, NV 89149
                  Tel: (702) 808-0359
                  E-mail: darnvbk@gmail.com

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-31291.pdf

The petition was signed by Jia Mei Wang.


CHURCH & DWIGHT: Moody's Affirms 'Ba1' Rating to $250 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to Church &
Dwight Company, Inc.'s proposed $500 million, five-year senior
unsecured revolving credit facility.  Moody's also affirmed the
company's existing ratings including its Baa2 rating on its
$100 million senior secured revolving credit facility, Baa2 rating
on its $550 million senior secured term loan, and Ba1 rating on
its $250 million senior subordinated notes.  Upon completion of
the transaction, the proposed $500 million senior unsecured
revolving credit facility will replace the company's existing $100
million senior secured revolving credit facility due on August
2012 and the company will repay all of the remaining balance
outstanding under the senior secured term loan ($408 million at
October 1, 2010) using existing cash balances ($453 million at
October 1, 2010) and borrowings under its accounts receivables
securitization facility.  The ratings on the senior secured credit
facility will be withdrawn at the completion of the transaction.
Ratings on the company's proposed senior unsecured bank facility
are subject to Moody's review of final documentation.  The rating
outlook is stable.

Ratings of Church and Dwight assigned include this:

  -- $500 million senior unsecured revolving credit facility at
     Baa3 due November 2015.

Ratings of Church and Dwight affirmed include these:

  -- $100 million senior secured revolving credit facility at
     Baa2; (to be withdrawn upon closing)

  -- $408 million senior secured term loan facility at Baa2; and
      (to be repaid in 4Q10)

  -- $250 million senior subordinated notes at Ba1.

                        Ratings Rationale

The Baa3 rating on CHD's proposed revolving credit reflects the
release of security of the new facility relative to its existing
revolving credit.  The upsized facility will supplement the
company's existing liquidity, and provide financing for potential
future acquisitions as well as support working capital
requirements.

Moody's affirmation of CHD's ratings reflect its stable operating
performance supported by good organic growth from its diversified
portfolio of leading premium and value brands and conservative
financial policy, which has resulted in strong credit metrics and
a reduction in financial leverage over the past five years.  It
also incorporates Moody's expectation that despite intensifying
competition in its consumer segments, cash flow should remain
strong over the next two years, further supporting its credit
profile.  Finally, the rating action assumed that the revolver
refinancing is completed as proposed.

"CHD's focus on value-oriented products and continuous investment
in its portfolio of premium brands provides resiliency against a
prolonged weak economy and stiff competition in its primary U.S.
market while continuing to support its ability to generate
consistent organic growth," commented Janice Hofferber, Moody's
Vice President and Senior Credit Officer.

Nevertheless, the risk for modest gross margin pressure in the
near-term is heightened given the recent aggressive promotional
activity among large consumer product competitors and higher input
inflation.  As a result, pricing flexibility may be more limited
as it will likely be more difficult to pass on higher raw material
costs given this intensified competitive environment combined with
the still highly price-sensitive consumer.

In addition, Moody's expects CHD to continue to supplement its
organic growth with strategic acquisitions in its core personal
care and household products categories given its ability to build
high cash balances through operations, low leverage and limited
opportunities for strong organic growth within the recession-
affected U.S. consumer products category.  However, CHD's strong
credit metrics and significant cash-building ability have given
the company adequate cushion to pursue modest acquisitions while
maintaining its investment grade rating.  As of October 1, 2010,
CHD held approximately $453 million in cash with strong Debt to
EBITDA and Interest Coverage ratios of approximately 1.5 times and
12 times, respectively.

"Although CHD is likely to continue to pursue strategic
acquisitions, Moody's expects the company to maintain conservative
financial policies with regard to share repurchases and dividends
as well as maintain a disciplined approach to acquisitions
including a commitment to restoring investment grade credit
metrics quickly following a leveraged acquisition," added Ms.
Hofferber.

At closing, Moody's will withdraw the rating on the existing
senior secured credit facility.  The company anticipates that the
new facility will close by the end of November 2010.

Given the recent transition to investment grade, a near term
improvement to the rating is not anticipated.  Improved scale and
diversification combined with sustained profitability and credit
metrics and a commitment to an investment grade credit profile
would likely lead to positive ratings momentum.

The rating and outlook could be negatively impacted if the
company's financial performance deteriorates materially such that
leverage was above 3.0 times for a prolonged period or if
management significantly deviated from its current disciplined
financial policies regarding acquisitions, share repurchases and
dividends.

Moody's last rating action was on August 13, 2010, when CHD's
rating was upgraded to investment grade.  The action also included
an upgrade of its senior secured credit facilities' rating to Baa2
and senior subordinated notes rating to Ba1.

Church & Dwight Company, Inc., based in Princeton, New Jersey is a
leading marketer and manufacturer of a broad portfolio of
household and personal care consumer products under the Arm and
Hammer brand name.  The company is also the world's leading sodium
bicarbonate producer.  CHD's other brands include OxiClean,
Orajel, Arrid, Trojan, Nair, Simply Saline, First Response, Close-
Up, Mentadent, Aim and Xtra.  Total revenues for the last twelve
months ended October 1, 2010 were approximately $2.6 billion.


CLUBCORP CLUB: Moody's Assigns 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and
Probability of Default ratings to ClubCorp Club Operations, Inc.
A B3 was assigned to the company's proposed $415 million senior
unsecured notes offering due 2018.  A Ba2 was assigned to the
company's new $310 million senior secured term facility due 2016
and $50 million senior secured revolver expiring 2015.  The rating
outlook is stable.

New ratings assigned:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2

  -- $50 million senior secured revolver expiring 2015 at Ba2 (LGD
     2, 20%)

  -- $310 million senior secured term loan B due 2016 at Ba2 (LGD
     2, 20%)

  -- $415 million senior unsecured notes due 2018 at B3 (LGD 5,
     76%)

                        Ratings Rationale

The proceeds from the proposed debt offerings along with a cash
equity contribution by its owner, KSL Capital Partners, will be
used to refinance approximately $1.2 billion of existing senior
secured credit facilities.

ClubCorp owns and manages private clubs with a network of golf,
country, business, sports and alumni clubs.  The company generates
annual revenue of about $700 million.  ClubCorp is a private
company and does not publicly disclose detailed financial
information.  The company was acquired in December 2006 by
affiliates of KSL Capital Partners, a private equity firm
specializing in travel and leisure businesses.

ClubCorp's B2 Corporate Family Rating reflects the company's
narrow business focus, geographic concentration, high leverage
-- pro forma debt/EBITDA is about 5.5 times -- and potential
tax liability arising from the forgiveness of approximately
$342 million of debt owed under the company's existing secured
credit facilities (not rated).  As part of a reorganization that
took place in September 2010, the company's bank lenders agreed
to forgive approximately $342 million of outstanding debt.  The
rating is supported by the high proportion of ClubCorp's revenues
resulting from recurring monthly dues and the benefit to the
company's free cash flow from low CAPEX requirements.  Also
considered is the company's adequate liquidity.

The B3 rating on the senior unsecured notes is one-notch lower
than ClubCorp's Corporate Family Rating.  This reflects the notes'
junior ranking position to ClubCorp's senior secured bank
facility.  It also recognizes that the senior unsecured notes
account for a majority of the debt capital structure.

The stable rating outlook anticipates that despite continued
weakness in leisure and entertainment spending by consumers,
ClubCorp's operating margins will remain intact and that the
company will apply its positive free cash flow towards debt
reduction.  The stable outlook also anticipates that the company
will be able to extend a $32 million mortgage loan that is
collateralized by the assets of two golf and country clubs and
matures in July 2011.  ClubCorp has the right to extend the term
of the loan to July 2013 upon satisfaction of certain conditions
of the loan agreement.  Additionally, the stable outlook assumes
that ClubCorp's internal cash resources will be sufficient to deal
with any cash tax payment requirement arising from the forgiveness
of approximately $342 million of debt in late 2010.

ClubCorp's ratings could be upgraded if Moody's believes that the
company will be able to achieve and sustain debt/EBITDA at or
below 4 times as well as improve its liquidity profile.  A higher
rating would also require that the company extend its $32 million
mortgage loan without impairment as well as resolve any tax
liability arising from the forgiveness of outstanding debt.
ClubCorp's ratings could be lowered if it appears that the company
will not be able extend its $32 million mortgage or if Moody's
believes that the tax liability arising from the forgiveness of
outstanding debt cannot be satisfied from the company's internal
cash resources.  Ratings could also be lowered if the company's
operating performance deteriorates or debt/EBITDA increases
materially from its current level.


CLUBCORP CLUB: S&P Assigns 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
'B+' corporate credit rating to Dallas, Texas-based ClubCorp
Club Operations Inc.  The rating outlook is stable.

At the same time, S&P assigned the company's proposed $360 million
senior secured credit facilities S&P's preliminary issue-level
rating of 'BB' (two notches higher than the preliminary 'B+'
corporate credit rating).  S&P also assigned this debt a
preliminary recovery rating of '1', indicating its expectation of
very high (90% to 100%) recovery for lenders in the event of a
payment default.  The proposed facilities consist of a $50 million
senior secured revolving credit facility due 2015 and a
$310 million senior secured term loan due 2016.

In addition, S&P assigned ClubCorp's proposed $415 million senior
notes due 2018 a preliminary issue-level rating of 'B+' (at the
same level as the preliminary 'B+' corporate credit rating).  S&P
assigned this debt a preliminary recovery rating of '4',
indicating S&P's expectation of average (30% to 50%) recovery for
noteholders in the event of a payment default.

ClubCorp plans to use the proceeds, in addition to an incremental
equity contribution of $262.5 million from the company's owner,
KSL Capital Partners LLC, to refinance its existing indebtedness.
In connection with the transaction, a substantial portion of the
debt in ClubCorp's existing capital structure will be forgiven by
lenders.  This has the potential to create certain tax obligations
over the longer term, although any potential tax burdens do not
have a meaningful impact on ratings at this point.  All ratings
are pending S&P's review of final documentation.

"The preliminary 'B+' corporate credit rating reflects ClubCorp's
high debt leverage, historically aggressive financial policy, and
vulnerable business club segment, which contributed about 26% of
the company's revenues in 2009," said Standard & Poor's credit
analyst Michael Halchak.

These factors are somewhat tempered by the company's relatively
stable golf business, which is supported by a strong customer
demographic, historically high retention rates, and a diverse
network of properties that would be difficult to replicate,
creating meaningful barriers to entry in the markets in which
ClubCorp operates.

ClubCorp owns or leases 98 golf and country clubs in the U.S. and
Mexico, as well as 56 business, sports clubs, and alumni clubs in
the U.S. and China.  The majority of ClubCorp's operations are
owned or leased, in contrast to competing operators across the
golf industry, which predominantly manage club operations and do
not hold large ownership interests.  As of Sept. 7, 2010, there
were approximately 150,140 memberships; this compares to 152,057
at the end of 2009.


COAST CRANE: Essex Rental to Pay $80 Million for Assets
-------------------------------------------------------
Essex Rental Corp. was recognized as the successful bidder to
acquire, out of bankruptcy, the assets of privately held Coast
Crane Company.  Coast, which was founded in 1970 and is based in
Seattle, Washington, is a leading provider of crane rental
services and specialty lifting solutions on the West Coast.  As
previously announced by Essex, Coast filed a voluntary petition
for relief under the United States Bankruptcy Code in the U.S.
Bankruptcy Court for the Western District of Washington on
September 22, 2010 and placed its assets for sale pursuant to
Section 363 of the United States Bankruptcy Code.

Essex will pay approximately $80 million for Coast's assets,
approximately $48 million of which will be financed by a new,
fully-committed credit facility for the acquired business, and
assume certain of Coast's liabilities.  The acquisition price
reflects a significant discount to the replacement value of
Coast's assets.  The transaction has been approved by Essex's
Board of Directors and is expected to close by the end of this
year. Closing is subject to customary conditions, including the
expiration of the applicable waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 and approval by the U.S.
Bankruptcy Court.

Following the closing, Essex will operate the acquired business
through a new, wholly-owned subsidiary to be named Coast Crane
Company, independent of Essex's existing operating business, Essex
Crane Rental Corp.  Coast's management team is led by Dan Goodale.

For the twelve months ended September 30, 2010, Coast generated
revenues of approximately $85 million, based on Coast's
(unaudited) financial information for such period.  Essex expects
the operations of the acquired business to be meaningfully
accretive to Essex's 2011 free cash flow per share and net asset
value per share.

Ron Schad, President and Chief Executive Officer of Essex,
commented, "We believe that the acquisition of Coast will deliver
a variety of strategic and economic benefits to Essex.  Essex
Crane and Coast share the same bare rental business model
characterized by medium- to long-duration leases.  The asset mix
of both companies is primarily comprised of assets with long
economic lives, ranging from 10 to over 30 years, which supports
the Return on Capital business model under which our companies
operate. Coast has earned a reputation for quality and
dependability over its 40-year history, and we look forward to
partnering with Dan and his team to grow and enhance our
operations."

"Strategically, Coast will broaden our product offering to include
rough terrain cranes, a wide range of self-erecting and stationary
tower cranes, elevators and hoists, boom truck cranes and other
lifting equipment used in heavy construction.  We have no asset
overlap, but instead, Coast's assets are contiguous and
complementary to our fleet of crawler cranes.  The introduction of
a broader product and service portfolio will allow us to leverage
the meaningful customer and project overlap of that the two
companies share, and drive higher asset utilization.  The
acquisition also expands Essex's geographic reach into Western
North America, Alaska, Hawaii, Guam and the South Pacific where
Coast has well-established customer relationships and a strong
brand name. These new markets complement Essex's existing national
footprint, building on its strong presence in the southeast, and
Gulf coast, and our growing presence in the northeast and the mid-
Atlantic."

Dan Goodale, CEO of Coast, added, "Throughout the reorganization
process we have conducted business as usual, remaining focused on
our customers while providing them with the industry's best
products and services, and working diligently to support all of
our employees.  With the reorganization under Chapter 11 behind
us, we will be positioned to execute on our strategy and fully
intend to capitalize on the improving market conditions and grow
our market position while remaining focused on our customers'
needs, and generating sustainable value over the long-term.
Additionally, I believe the prospect of drawing upon the highly
qualified people and best practices found at both Coast and Essex
will provide opportunities for growth for all of our employees
while increasing our ability to better serve our customers."

On October 29, 2010, Essex entered into subscription agreements
providing for the sale of an aggregate of 3,300,000 shares of the
Company's common stock at a price of $4.30 per share, generating
gross proceeds of $14,190,000, in a private offering.  Closing of
the private offering and issuance of the common shares are
contingent upon the closing of the Coast acquisition.  Proceeds
from the private offering, along with cash on hand, will be used
to help fund the cash portion of the purchase price for Coast's
assets.

                         About Coast Crane

Seattle, Washington-based Coast Crane Company leases, sells and
services tower cranes, forklifts, hoists, elevators, boom lifts,
scissor lifts and other heavy equipment used in commercial
construction throughout the world.

Coast Crane filed for Chapter 11 bankruptcy protection on
September 22, 2010 (Bankr. W.D. Wash. Case No. 10-21229).  Brian
L. Lewis, Esq., David C. Neu, Esq., and Michael J. Gearin, Esq.,
at K&L Gates LLP, assist the Debtor in its restructuring effort.
The Debtor estimated its assets at $50 million to $100 million and
debts at $100 million to $500 million.

T. Scott Aliva at CRG Partners Group LLC is the Debtor's chief
restructuring officer.


COASTAL PLAINS PORK: Lenders' Lien Superior to Supply Dealers'
--------------------------------------------------------------
Under Iowa law, as predicted by a North Carolina bankruptcy court,
WestLaw reports, a lender's previously perfected financial
institution lien in the Chapter 11 debtor-borrower's livestock was
superior to feed suppliers' perfected agricultural supply dealers'
liens in the same collateral because the suppliers had failed to
serve the lender with certified requests for a financial
memorandum or with farmer's confidentiality waivers as required by
Chapter 570A of the Iowa Code.  The failure to provide the lender
with the required documentation served as a complete bar to any
claims made by the suppliers against collateral already encumbered
by the lender.  Although the suppliers still had perfected
agricultural feed supplier liens, their failure to follow the
required procedures prevented them from obtaining a superior lien
position over the lender's properly perfected security interest.
In re Coastal Plains Pork, LLC, --- B.R. ----, 2010 WL 2926167
(Bankr. E.D.N.C.) (Doub, J.!).

First National Bank Of Omaha, which provided prepetition loans to
fund the debtor's Iowa hog-growing operation, sued (Bankr.
E.D.N.C. Adv. Pro. 09-00214) Farmers Cooperative Society and
Cooperative Elevator Association, whcih supplied the debtor with
livestock feed, seeking a determination of the priority of the
liens claimed by the parties against proceeds from the
postpetition sale of the debtor's livestock.  The Lender moved for
summary judgment, and suppliers filed motion for partial summary
judgment.  The Honorable Randy D. Doub, J., held that under Iowa
law, the suppliers' failure to serve the lender with certified
requests or with farmer's confidentiality waivers, means that the
lender's previously perfected financial institution lien in the
debtor's livestock was superior to the suppliers' perfected
agricultural supply dealers' liens.  Accordingly, Judge Doub
granted the Bank's motion, denied the Suppliers' motion, and
dismissed the Suppliers' counterclaims.

Coastal Plains Pork, LLC, based in Harrells, N.C., operated a
farrow-to-finish farm for the production of swine in several
states, including Iowa, prior to filing a chapter 11 petition
(Bankr. E.D.N.C. Case No. 09-08367) on Sept. 28, 2009.  The Debtor
is represented by Terri L. Gardner, Esq., at Nelson Mullins Riley
& Scarborough, LLP, in Raleigh, N.C.  At the time of the filing,
the Debtor estimated its assets and debts at $10 million to
$50 million.


COAT FACTORY: Moody's Assigns 'Caa1' Rating to $500 Mil. Notes
--------------------------------------------------------------
Moody's Investor Service assigned Burlington Coat Factory
Warehouse Corp.'s proposed $500 million senior unsecured notes a
Caa1 rating.  All other ratings including the company's B3
Corporate Family Rating and SGL-3 Speculative Grade Liquidity
rating were affirmed.  The rating outlook is stable.

The $500 million senior unsecured notes due 2018 is part of a
$1.5 billion refinancing announced by Burlington.  The proceeds of
the total $1.5 billion refinancing will be used to repay the
company's $852.6 million term loan due 2013, $305 million senior
unsecured notes due 2014, and $99 million 14.5% senior discount
notes.  The remaining proceeds will largely be used to finance a
dividend to Burlington's equity owners.

                        Ratings Rationale

The affirmation of Burlington's B3 Corporate Family Rating
reflects that its credit metrics will remain weak despite the
improvement in operating performance made during the past year.
The proposed debt-financed dividend will offset all the positive
momentum in credit metrics.  Pro forma for the proposed debt
issuance, debt/EBITDA is 6.3 times and EBITA/interest is 1.3
times.  The affirmation also considers that the proposed
refinancing will eliminate scheduled debt maturities from now
until the expiration of the $600 million asset based revolving
credit facility in 2014.

The B3 also incorporates Moody's view that the planned dividend
is significant in size when compared to the owners' original
$470 million equity investment and to the company's free cash flow
generation.  Additionally, the dividend comes at a time when the
management team is in midst of executing ongoing strategic
initiatives to further improve Burlington's operating performance.

Other concerns include the company's second tier competitive
position.  Burlington is significantly smaller in terms of
revenues and store count than the off-price industry's two largest
competitors, TJX and Ross Stores.  In addition, its operating
margins and comparable store sales performance continue to lag its
peers.

The stable outlook reflects that the improved inventory management
and cost reductions have led to improvements in Burlington's
operating performance that Moody's believes are sustainable.  It
also reflects Moody's opinion that operating performance will only
modestly improve given Burlington's second tier competitive
position.  Thus, credit metrics will remain weak over the next
twelve months.  The stable outlook also anticipates that
Burlington will be able to maintain adequate liquidity.

Rating assigned and subject to the review of final documentation:

  -- $500 million senior unsecured notes due 2018 at Caa1 (LGD 4,
     69%)

Ratings affirmed and LGD point estimates changed:

  -- Corporate Family Rating at B3

  -- Probability of Default Rating at B3

  -- $1 billion senior secured term loan due 2016 at B3 (LGD 3, to
     46% from 44%)

  -- $872 million senior secured term loan due 2013 at B3 (LGD 3,
     to 46% from 44%)

  -- 11.125% senior unsecured notes due 2014 at Caa1 (LGD 4, to
     69% from 67%)

  -- Speculative Grade Liquidity rating at SGL-3

The ratings on the $872 million senior secured term loan and the
11.125% senior unsecured notes will be withdrawn upon their
repayment.

Ratings could be downgraded if Burlington's liquidity weakens,
profitability deteriorates, or comparable store sales remain
negative.  Specifically, ratings could be downgraded if EBITDA
less capital expenditures to interest expense approaches 1.0 time.

An upgrade would require stability in comparable store sales and
further improvements in operating margins.  In addition,
Burlington would need to demonstrate sufficient cushion around its
financial covenants and maintain adequate liquidity.
Specifically, ratings could be upgraded if debt to EBITDA can be
sustained below 6.0 times and EBITDA less capital expenditures to
interest expense be sustained above 1.3 times.

The last rating action for Burlington Coat Factory Warehouse Corp.
was on November 4, 2010 when the new $1 billion term loan was
rated B3 and its Corporate Family Rating of B3 and stable outlook
were affirmed.

Burlington Coat Factory Warehouse Corp., headquartered in
Burlington, NJ, is a nationwide off-price apparel retailer that
operates 459 stores in 44 states and Puerto Rico.  Revenues are
about $3.6 billion.


COMMERCIAL VEHICLE: Swings to $1.1-Mil. Net Income in Q3 2010
-------------------------------------------------------------
Commercial Vehicle Group Inc. filed its quarterly report on Form
10-Q with the Securities and Exchange Commission.

The Company 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.

Net income was $1.1 million for the third quarter of 2010 compared
to a net loss of $15.9 million in the prior-year quarter.
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.

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

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e27

                  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.


COMMUNITY BANKERS: Halts Payments on Preferred Shares
-----------------------------------------------------
Community Bankers Trust Corporation (NYSE Amex: BTC), the holding
company for Essex Bank, will defer the November 2010 payment of
its regular quarterly cash dividend with respect to its Fixed Rate
Cumulative Perpetual Preferred Stock, Series A, which the Company
issued to the United States Department of Treasury in connection
with the Company's participation in the Treasury's TARP Capital
Purchase Program in December 2008.  The Company had previously
deferred the August 2010 payment.  The Company has also deferred,
beginning in September 2010, the interest payments on $4.1 million
of trust preferred subordinated debt.

The Company says that it continues to maintain adequate
liquidity, with a large securities portfolio of $335.8 million
at September 30, 2010,and gross unrealized gains on securities
available-for-sale and securities held-to-maturity of
$10.2 million and $4.8 million, respectively, at September 30,
2010.

The Company has worked closely with its regulators as it has
attempted to address the issues involved in integrating the four
predecessor banks and their different cultures and concerns with
asset quality and the uncertainty of the real estate markets and
general economy in the Company's markets.  As a result of these
discussions and the regulators' examinations, the Company expects
that it will enter into a written agreement with the Federal
Reserve Bank of Richmond and Virginia's Bureau of Financial
Institutions in the first quarter of 2011.  At this time, the
Company does not know the exact contents of such an action, but
the Company expects that it will include provisions that address,
among other matters, the Company's development of credit risk
management practices appropriate for the Company's size,
complexity and risk profile and the enhancement of its overall
system for managing credit risk.  A written agreement will require
that any written plans or programs that the Company wishes to
adopt in order to address these issues be approved by regulators
and implemented promptly upon receipt of such approval.

Community Bankers Trust Corporation's balance sheet dated
Sept. 30, 2010, shows $1.2 billion in assets and $1.1 billion in
liabilities.

Community Bankers Trust Corporation -- http://www.cbtrustcorp.com/
-- is the holding company for Essex Bank, a Virginia state bank
with 25 full-service offices, 14 of which are in Virginia, seven
of which are in Maryland, and four of which are in Georgia.  The
Company also operates two loan production offices.


CONGRESS SAND: Court Fixes Dec. 22 as Claims Bar Date
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
established December 22, 2010, as the deadline for all persons or
entities to file proofs of claim against Congress Sand & Gravel,
LLC, et al.  The Court has also set April 26, 2011, as the
deadline for governmental units to file proofs of claim.

Proofs of claim must be delivered to:

   The Clerk of the Bankruptcy Court
   United States Bankruptcy Court
   Northern District of Texas
   1100 Commerce Street, Room 1254
   Dallas, Texas 75242-1496.

                        About Congress Sand

Bridgeport, Texas-based Congress Materials, LLC -- dba Green
Aggregates and Union Materials, LP -- filed for Chapter 11
bankruptcy protection on October 28, 2010 (Bankr. N.D. Tex. Case
No. 10-37526).  It estimated its assets and debts at $10 million
to $50 million.

Kerens, Texas-based Congress Sand filed for Chapter 11 bankruptcy
protection on October 28, 2010 (Bankr. N.D. Tex. Case No. 10-
37522).  It estimated its assets and debts at $1 million to
$10 million.

Congress Materials' bankruptcy case is jointly administered with
Congress Sand & Gravel, LLC.  Congress Sand is the lead case.
Douglas S. Draper, Esq., at Heller Draper Hayden Patrick & Horn,
LLC, assists Congress Sand and Congress Materials in their
restructuring efforts.

Affiliate Green Aggregates, Inc. (Bankr. N.D. Tex. Case No. 07-
53439) filed a separate Chapter 11 petition on December 31, 2007.


COVANTA HOLDING: Moody's Assigns 'Ba3' Rating to Senior Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Covanta Holding
Corporation's planned issuance of senior unsecured notes.
Covanta's rating outlook is stable.

Concurrent with this rating assignment, Moody's affirmed all of
Covanta's ratings, including the Corporate Family Rating and
Probability of Default Rating at Ba2, the ratings on all existing
senior unsecured debt at Ba3, and the speculative grade liquidity
rating at SGL-1.  Additionally, Moody's assigned ratings to a
shelf registration at Covanta for the issuance of senior unsecured
debt and preferred stock at (P)Ba3 and at (B2), respectively, and
Moody's affirmed all of Covanta Energy Company's ratings,
including all senior secured bank facilities at Ba1.

Assignments:

Issuer: Covanta Holding Corporation

  -- Multiple Seniority Shelf, Assigned a range of (P)B2 to (P)Ba3

  -- Senior Unsecured Regular Bond/Debenture, Assigned 82 - LGD5
     to Ba3

                        Ratings Rationale

Covanta's rating recognizes the continued generation of relatively
consistent credit metrics supported by a diversified, largely
contracted portfolio of energy-from-waste projects principally
located throughout the US.  The rating incorporates the strong
operating performance of the portfolio and the relatively high
barriers to entry for most competing technologies.  These
strengths are mitigated by the highly leveraged capital structure
that remains in place as well as the degree of structural
subordination that exists at the Covanta level.  Approximately
$877 million of secured project level debt is senior to holding
company debt at CEC and at Covanta.  In most cases, documentation
in the project level debt agreements includes a restricted
payments test which must be satisfied in order for dividends to be
paid to CEC and Covanta.

The rating recognizes that a large portion of Covanta's project
level debt will amortize over the next five years.  While such
amortization will reduce the degree of structural subordination
and strengthen overall credit quality, the amortization payments
represent a sizeable required call on cash flow over that period.
Covanta's current Ba2 CFR incorporates Moody's view that such
debt amortization will likely be replaced by additional project
or corporate level debt to finance new development projects and
acquisitions.  The rating factors in the expected benefit from
the Veolia EfW asset acquisition which is on track to add
approximately $60 million in annual EBITDA during 2010, and
acknowledges that the portfolio will become more exposed to
merchant commodity risk over the next several years.

Covanta's financial metrics remain fairly stable and well-
positioned in the "Ba" rating category for unregulated power
companies.  For example, cash flow to debt averaged 15.8% for the
three period 2007-2009 and was 16.1% during LTM September 30,
2010.  Similarly, the cash flow interest coverage ratio remained
consistent at around 4.0x for the three year period 2007-2009 and
at LTM September 30, 2010.  Moody's also observe the negative
impact on retained cash flow and free cash flow for 2010 following
the implementation of a $233 million special dividend during the
third quarter 2010.  Moody's also note Covanta's board
authorization of a $150 million share repurchase plan during third
quarter 2010, allowing for the repurchase of $37 million of shares
during the quarter.  Moody's believes that the amount and timing
of any subsequent shareholder rewards program will depend upon the
company's ability to find attractive internal and external EfW-
related investment opportunities, given the current expectation
for free cash flow generation.

Covanta`s SGL-1 is driven by Moody's expectation that the company
will maintain a very good liquidity profile over the next 4
quarters as a result of its generation of strong internal cash
flows, continuance of ample cash balances and access to committed
credit availability.  At September 30, 2010, Covanta had
$174 million in required project debt maturities due over the next
twelve months, all of which will be met by funded reserve accounts
at the project level.  Other debt maturities coming due over the
next 12 months are only $6.8 million.  Unrestricted cash on hand
at Covanta at September 30, 2010, was around $77 million.  As
mentioned, free cash flow generation is likely to be used to
invest in development projects, to fund acquisitions or to fund
shareholder rewards programs.  Covanta's cash flow is expected to
continue benefitting from the utilization of net operating loss
carryforwards.  At December 31, 2009, Covanta had approximately
$545 million of NOLs.  In addition to the $77 million of
unrestricted cash, the company had availability of around
$326 million under two credit facilities that expire in 2013 and
2014.  As of September 30, 2010, the company was in compliance
with all of the financial covenants under its credit facilities.

Net proceeds from the offering will be primarily used to fund a
tender offer to purchase for cash any and all of the 1.0% senior
unsecured convertible securities due 2027, of which there is
$373.8 million currently outstanding.  According to the terms of
the convertible indenture, holders have the right to put the
securities to Covanta on three different dates over the life of
the securities, including February 1, 2012.  Covanta expects the
holders of these securities to utilize this option and due to
favorable market conditions for high yield issuers, the company is
addressing this potential call on future capital.  The new senior
unsecured notes will rank pari passu with all present and future
senior unsecured indebtedness of Covanta and will be structurally
subordinate to indebtedness of CEC.

The stable outlook on Covanta's rating reflects Moody's
expectation that: (i) the EfW projects' contracts with their
respective municipalities and utilities will remain in place
through their current maturities and that the company will
continue to have success in extending the terms on expiring EfW
contracts; (ii) Covanta's management will continue to operate the
plants at high availability levels and maintain stability with
regard to administrative, operating, and maintenance expenses; and
(iii) Covanta will continue to finance its development projects,
acquisitions, and future shareholder return strategies in a manner
neutral to credit quality.

Upward rating pressure could surface if Covanta successfully
extends its contracts on favorable terms, and finances new
development in a reasonably conservatively fashion leading to some
de-levering and resulting in financial improvement such that cash
flow to debt exceeds 18% and cash flow coverage of interest
expense exceeds 4.5x on a sustainable basis.

The ratings could be lowered if the company significantly
increases leverage to finance an acquisition or a return capital
to shareholders; if several projects are subject to unforeseen
capital expenditure requirements, particularly with regard to
environmental regulatory compliance; if several key projects have
extended outages resulting in a decline in key financial metrics
including the ratio of cash flow to debt falling below 12% and
cash interest coverage declining to below 3.0x for an extended
period.

Primarily a waste-to-energy company with a client base composed
largely of local municipal governments, Covanta is headquartered
in Fairfield, NJ.  During 2009, operating revenues were
approximately $1.6 billion.


DAMON BUFORD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: Damon Jackson Buford
               Sara Olivia Neely-Buford
               791 E Birchwood Place
               Chandler, AZ 85249

Bankruptcy Case No.: 10-36220

Chapter 11 Petition Date: November 9, 2010

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Gary V. Ringler, Esq.
                  7303 West Boston St.
                  Chandler, AZ 85226
                  Tel: (480) 705-7550
                  Fax: (480) 705-7503
                  E-mail: garyvringler@earthlink.net

Estimated Assets: $100,001 to $500,000

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

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


DANNY BLAKENEY: Jasper County Not Liable for Debris-Removal Work
----------------------------------------------------------------
The Hon. Neil P. Olack rules that Jasper County, Mississippi, does
not owe Danny Joe Blakeney any money for debris-removal work in
Beats 3 and 5 of Jasper County after Hurricane Katrina based on
Mr. Blakeney's deemed admissions.

In Danny Joe Blakeney, v. Jasper County, Mississippi, Adv. Proc.
No. 09-05063 (Bankr. S.D. Miss.), Mr. Blakeney alleges he was not
paid the full amounts due him for the debris-removal work he did
in Beats 3 and 5 of Jasper County.  Count I of the complaint sets
forth a "demand for payment for misawarded contracts."  In Count
II, Mr. Blakeney contends that Jasper County owes him an
additional $1,030,442.18 for his work.

A copy of the Court's memorandum opinion, dated October 29, 2010,
is available at http://is.gd/gVHkBfrom Leagle.com.

Mr. Blakeney filed for voluntary Chapter 11 petition (Bankr. S.D.
Miss. Case No. 09-51102) on May 29, 2009.  He was represented by
Raymond S. Sussman, Esq., and M. McIntosh Forsyth, Esq., as local
counsel.  The case was converted to Chapter 7 on June 7, 2010.
Kimberly R. Lentz was appointed as the Chapter 7 trustee.


DARA BIOSCIENCES: NASDAQ Grants Request for Continued Listing
-------------------------------------------------------------
DARA BioSciences, Inc. disclosed that a NASDAQ Listing
Qualifications Panel has granted the Company's request for an
extension of time, as permitted under NASDAQ's Listing Rules, to
comply with the $2.5 million stockholders' equity requirement for
continued listing on The NASDAQ Capital Market.  In accordance
with the Panel's decision, on or before December 31, 2010, the
Company must notify the Panel that it has regained compliance with
the $2.5 million stockholders' equity requirement, and thereafter,
on or before February 14, 2011, the Company must file a Form 8-K
with the Securities and Exchange Commission evidencing its
compliance with the $2.5 million stockholders' equity requirement
as of December 31, 2010, among other things.  Under NASDAQ's
rules, February 14, 2011, represents the maximum length of time
that a Panel may grant the Company to regain compliance.

The determination follows the Company's hearing before the Panel
on October 7, 2010, at which the Panel considered the Company's
plan to regain and sustain compliance with the $2.5 million
stockholders' equity requirement.  While the Company is working
diligently to regain and sustain compliance with all applicable
requirements for continued listing on NASDAQ, there can be no
assurance that the Company will be able to do so.

                     About DARA BioSciences

DARA BioSciences, Inc. is a Raleigh, North Carolina based
biopharmaceutical development company that acquires promising
therapeutic candidates and develops them through proof of concept
in humans for subsequent sale or out-licensing to larger
pharmaceutical companies.  Presently DARA has two drug candidates
with cleared IND (Investigational New Drug) Applications from the
United States FDA.  The Company has a pipeline of diverse drug
candidates at various stages of development, with 82 granted
patents and 56 pending applications.  The first drug candidate
KRN5500 has successfully completed a Phase 2 clinical trial
treating neuropathic pain in patients with cancer. KRN5500 met its
primary endpoint and was statistically significantly (p=0.03)
better than placebo.  A second Phase 2 clinical trial is planned
during the first half of 2011.  The second drug candidate DB959 is
a highly selective, non-thiazolidinedione (TZD), first-in-class
dual PPAR (peroxisome proliferator activated receptor) delta/gamma
agonist in development for type 2 diabetes.  A Phase 1 clinical
study for DB959 is underway and the Company plans to announce
results in the second half of 2010.  In addition, DARA owns CPT-1
inhibitors intended for topical application for patients with
psoriasis, a library of DDPIV inhibitors and a diverse library of
approximately 1800 PPAR agonists of various molecular modalities.
PPAR receptors are found throughout the human body and recent
publications report that PPAR agonists may be useful in the
treatment of Alzheimer's disease, cystic fibrosis, liver disease,
and a variety of autoimmune diseases.  Because its diverse PPAR
library has the potential to address the unmet medical needs of
these diseases, the Company plans to explore several of these
indications.


DAVID KELLY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: David W. Kelly
               Tamara W. Kelly
                 aka Tamara Lee Kelly
                 aka Tamara Lee Whitt
               508 Thomas Kelly Road
               Sanford, NC 27330

Bankruptcy Case No.: 10-09329

Chapter 11 Petition Date: November 10, 2010

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtors' Counsel: Richard D. Sparkman, Esq.
                  RICHARD D. SPARKMAN & ASSOC., P.A.
                  P.O. Drawer 1687
                  Angier, NC 27501
                  Tel: (919) 639-6181
                  E-mail: rds@sparkmanlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb10-09329.pdf

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Daniel C. and Kimberly Q. Kelly       10-09327            11/10/10
Kelly Farms, a NC General Partnership 10-09324            11/10/10
Rebecca S. Kelly                      10-09331            11/10/10


DELTA PETROLEUM: Posts $13.9-Mil. Net Income in 3rd Quarter
-----------------------------------------------------------
Delta Petroleum Corporation announced its financial and operating
results for the third quarter of 2010.

The Company reported third quarter net income attributable to
common stockholders of $13.9 million compared with a net loss
attributable to common stockholders of $96.8 million in the third
quarter of 2009.

For the quarter ended September 30, 2010, the Company reported
total production of 3.65 billion cubic feet equivalents.  The
decrease in production when compared to the same period of 2009 is
primarily the result of the asset sale to Wapiti on July 30, 2010.

The Company's balance sheet at Sept. 30, 2010, showed $1.14
billion in total assets, $242.79 million in total current
liabilities, $358.34 million in total long-term liabilities, and
stockholder's equity of $545.21 million.

Total revenue increased 65% to $35.4 million in the quarter,
versus revenue of $21.4 million in the quarter ended September 30,
2009.  The increase is primarily related to a $12.7 million
increase in contract drilling and trucking fees from improved
third party rig utilization.  For the quarter ended September 30,
2010, oil and gas sales increased 6% to $20.2 million, as compared
to $19.1 million for the prior year period.  The increase was
primarily the result of a 79% increase in natural gas prices and a
12% increase in oil prices, partially offset by a 23% decrease in
production from continuing operations.  The average natural gas
price received during the quarter ended September 30, 2010
increased to $4.52 per thousand cubic feet compared to $2.52 per
Mcf for the prior year period.  The average oil price received
during the quarter ended September 30, 2010 increased to $69.13
per barrel compared to $61.89 per Bbl for the prior year period.

Carl Lakey, Delta's President and CEO, stated, "During the third
quarter we closed on the previously announced $130 million Wapiti
transaction.  The remaining proceeds that were held in escrow
pending receipt of third party consents were received subsequent
to the third quarter and used to further reduce our borrowings and
fund capital expenditures, which will be reflected in our fourth
quarter results.  We completed four wells with our redesigned
fracture stimulation in the third quarter.  Each of these wells
is performing as well as, or better than, expected.  We have
continued to take steps to improve our operating results.  We have
reduced personnel and associated overhead expenses.  We continue
to execute on our planned completion program for the fourth
quarter, which includes nine wells.  We are experiencing
meaningful improvements in initial production rates and well
recoveries from our redesigned completion technique.  We believe
this will add materially to the incremental upside of the entire
Vega Area."

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e26

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6e25

                      About Delta Petroleum

Delta Petroleum Corporation (NASDAQ Global Market: DPTR)
-- http://www.deltapetro.com/-- is an oil and gas exploration and
development company based in Denver, Colorado.  The Company's core
areas of operations are the Rocky Mountain and Gulf Coast Regions,
which comprise the majority of its proved reserves, production and
long-term growth prospects.

                          *     *     *

As reported in the Troubled Company Reporter on March 15, 2010,
KPMG LLP, in Denver, expressed substantial doubt about the
Company's ability to continue as a going concern after auditing
the Company's financial statements for the year ended December 31,
2009.  The independent auditors noted that of the Company's
ongoing losses and working capital deficiency, and that in
addition, outstanding borrowings under the Company's credit
facility are due January 15, 2011.

In July 2010, Standard & Poor's Ratings Services revised its
outlook on Delta Petroleum Corp. to negative from developing.  At
the same time, S&P affirmed its ratings on the company, including
the 'CCC' corporate credit rating.

According to the Troubled Company Reporter on Sept. 14, 2010,
Standard & Poor's Ratings Services revised its recovery rating on
Delta Petroleum Corp.'s unsecured debt to '4' from '3', indicating
S&P's expectation for average recovery in the range of 30% to 50%
in the event of default.  At the same time, S&P affirmed its 'CCC'
issue-level rating on this debt (the same as the corporate credit
rating).


DELTEK INC: S&P Affirms 'BB-' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on Herndon, Virginia-based Deltek Inc.
The outlook is stable.

At the same, S&P assigned a 'BB' issue-level rating and '2'
recovery rating to Deltek's proposed $230 million first-lien
senior secured credit facility, consisting of a $30 million
revolving credit facility due 2015 and a $200 million term loan B
due 2016.  The '2' recovery rating indicates S&P's expectations
for substantial (70%-90%) recovery for lenders in the event of a
payment default.  The company used the proceeds from the new
senior secured facility to refinance its existing debt, and for
ongoing general corporate purposes.

The affirmation follows Deltek's recent announcement that it was
acquiring INPUT Inc., a provider of government contracting data
bases and market research, for $60 million in cash, and
refinancing its existing credit facility.  Debt (pro forma for the
refinancing) to latest-12-month EBITDA is around 3.0x, up from
2.5x at June 30, 2010, after the successful syndication of the
loan.

"In S&P's view, this increase in leverage does not materially
affect the company's significant financial profile, characterized
by moderate leverage and good discretionary cash flow," said
Standard & Poor's credit analyst Alfred Bonfantini.  While recent
acquisitions have helped to diversify Deltek's product offerings,
S&P still characterizes its business profile as weak given its
limited operational scale, narrow business focus in a highly
competitive industry, and S&P's expectations for continued
softness in the company's architectural and engineering end
markets.


DORIS GONZALEZ: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Doris Gonzalez
          aka Mones Lainez
          dba Emanuel Care Home
        6047 Santa Ysabel Way
        San Jose, CA 95123
        Tel: (408) 294-0404

Bankruptcy Case No.: 10-61614

Chapter 11 Petition Date: November 8, 2010

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

Judge: Charles Novack

Debtor's Counsel: Javed I. Ellahie, Esq.
                  ELLAHIE AND FAROOQUI LLP
                  12 S. 1st Street, #600
                  P.O. Box 1638
                  San Jose, CA 95113
                  Tel: (408)294-0404
                  E-mail: ellahie@gmail.com

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

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

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


DURABLA CANADA: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Durabla Canada Ltd.
        293 University Avenue
        Bellville, ON KBN 5B3
        Canada

Bankruptcy Case No.: 10-13593

Chapter 11 Petition Date: November 8, 2010

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Chad Joseph Toms, Esq.
                  Thomas Joseph Francella, Jr., Esq.
                  WHITEFORD TAYLOR PRESTON LLC
                  1220 North Market Street, Suite 608
                  Wilmington, DE 19801
                  Tel: (302) 357-3253
                       (302) 357-3252
                  Fax: (302) 357-3273
                       (302) 357-3272
                  E-mail: ctoms@wtplaw.com
                          tfrancella@wtplaw.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 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/deb10-13593.pdf

The petition was signed by Kevin Kent, president.

Debtor-affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Durabla Manufacturing Company         09-14415            12/15/09


DUNKIN FINANCE: Moody's Assigns 'B1' Rating to $100 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Dunkin Finance
Corp.'s proposed $100 million guaranteed senior secured revolving
credit facility and $1.25 billion guaranteed senior secured term
loan.  Moody's also assigned a Caa2 rating to the company's
proposed $625 million senior unsecured notes.  Dunkin Finance is a
newly formed corporation created by the owners of the Dunkin
Donuts coffee and doughnut chain as well as the Baskin Robbins ice
cream chain.  Moody's also assigned Dunkin Finance a B3 Corporate
Family Rating and Probability of Default Rating.  The outlook is
stable.  Ratings are subject to review of final documentation.

                        Ratings Rationale

Proceeds from the proposed financing will be used to re-finance
existing debt at Dunkin Brands Inc. and fund the payment of a
$500 million dividend to the company's shareholders.  Immediately
following the redemption and discharge of the existing debt,
Dunkin Brands, Inc., will assume all of Dunkin Finance's
obligations under the bank facilities, notes, and related
indentures.  At that time, Moody's will change the name of Dunkin
Finance to Dunkin Brands Inc.

"The company's ratings reflect its very high leverage at over 7.0
times pro forma for the proposed capital structure and Moody's
expectation that historically high unemployment and intense
promotional activity by its competitors will continue to pressure
operating performance" stated Bill Fahy, Moody's Senior Analyst.
"The ratings are supported by the company's meaningful scale,
multiple concepts which add diversity, franchise based business
model that is less capital intensive and has lower earnings
volatility, and adequate liquidity" stated Fahy.

The stable outlook reflects Moody's view that Dunkin's debt
protection measures should gradually improve over the next twelve
to eighteen months despite persistently weak consumer spending as
the company focuses on debt reduction.  The outlook also reflects
Moody's expectation that the company will maintain adequate
liquidity.

New ratings assigned:

  -- Corporate Family Rating at B3

  -- Probability of Default Rating at B3

  -- $100 million guaranteed senior secured revolver due 2015 at
     B1 (LGD 3, 31%)

  -- $1.25 billion guaranteed senior secured term loan B due 2016
     at B1 (LGD 3, 31%)

  -- $625 million guaranteed senior unsecured notes due 2018 at
     Caa2 (LGD 5, 85%)

Factors that could result in a downgrade include an inability to
strengthen debt protection metrics from current levels over the
next twelve to eighteen months while maintaining adequate
liquidity.  Specifically, a downgrade could occur if Dunkin is
unable to reduce its debt to EBITDA over the next twelve to
eighteen months to below 7.0 times or if EBITA to interest
approached 1.0 time.  A deterioration in liquidity could also
result in a downgrade.

Factors that could result in an upgrade include stronger debt
protection metrics driven by a sustained improvement in same store
sales and steady unit growth that results in solid operating
performance as well as debt reduction.  Overall, an upgrade could
occur if debt to EBITDA fell below 6.5 times and EBITA to interest
exceeded 1.5 times on a sustained basis.  A higher rating would
also require adequate liquidity.

       This is a first time rating for Dunkin Finance Corp.

Dunkin Finance's ratings have been assigned by evaluating factors
that Moody's believe are relevant to the company's risk profile,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance 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 Dunkin Finances' core industry.
Dunkin Finances' ratings are believed to be comparable to those of
other issuers with similar credit risk.

Dunkin franchises approximately 16,047 quick service restaurants
under the brand names Dunkin Donuts and Baskin Robbins.  The
company owns and operates only a very small number of its own
stores.  Annual revenues are approximately $540 million, although
systemwide sales are about $7.5 billion.


EARTH STRUCTURES: Bank Meridian's Summary Judgment Bid Granted
--------------------------------------------------------------
The Hon. Helen E. Burris grants, in part, Bank Meridian's motion
for summary judgment with regard to defenses and counterclaims
raised in pleadings filed by Earth Structures, Inc. and Steven R.
Wicker, the Debtor's president.  The Bank sued the Debtor and
several other entities in state court over the defendants default
under various loans.  The state court action was later removed to
the Bankruptcy Court.

A copy of Judge Burris' order, dated October 27, 2010, is
available at http://is.gd/gVkJRfrom Leagle.com.

Based in Spartanburg, South Carolina, Earth Structures, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. D. S.C. Case
No. 09-03768) on May 19, 2009.  Jane H. Downey, Esq., at Moore
Taylor & Thomas PA, in West Columbia, South Carolina, served
as bankruptcy counsel.  The Debtor estimated $1 million to
$100 million in asses and $10 million to $50 million in debts.


EDWARD FREY: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Edward B Frey
          aka Edward Bruce Frey
        1237 55th St N
        Granville, ND 58741

Bankruptcy Case No.: 10-31393

Chapter 11 Petition Date: November 9, 2010

Court: United States Bankruptcy Court
       North Dakota (Fargo)

Debtor's Counsel: Michael Ward, Esq.
                  EATON, VAN DE STREEK & WARD
                  201 Main St. S., Ste. 200
                  P.O. Box 1697
                  Minot, ND 58702-1697
                  Tel: (701) 852-4837
                  E-mail: BrendaG@srt.com

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

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

A list of the Debtor's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ndb10-31393.pdf


ENERGYCONNECT GROUP: Posts $1.45MM Net Income in Oct. 2 Quarter
---------------------------------------------------------------
EnergyConnect Group filed its quarterly report on Form 10-Q,
reporting net income of $1.45 million on $17.41 million of
revenues for the three months ended Oct. 2, 2010, compared with
net income of $528,411 on $10.34 million of revenues of the three
months ended Oct. 3, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$25.86 million in total assets, $19.01 million in total current
liabilities, and stockholder's equity of $6.84 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e21

                    About EnergyConnect Group

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

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

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


EPICEPT CORPORATION: Has $3.2 Mil. Net Loss in Sept. 30 Quarter
---------------------------------------------------------------
EpiCept Corporation said that for the third quarter of 2010, the
net loss attributable to common stockholders was $3.2 million
compared with a net loss attributable to common stockholders of
$4.8 million for the third quarter of 2009.  As of September 30,
2010, EpiCept had cash and cash equivalents of
$3.6 million and 50.4 million shares outstanding.

The Company recognized revenue of $0.3 million during the third
quarter of 2010, compared with $0.1 million during the third
quarter of 2009.  For the third quarter of 2010, revenue consisted
primarily of the recognition of license fee payments previously
received from the Company's strategic alliances, revenues from the
sales of Ceplene(R) to Meda and product royalties.  For the third
quarter of 2009, revenue consisted primarily of the recognition of
license fee payments previously received from the Company's
strategic alliances.

The Company's balance sheet at Sept. 30, 2010, showed $6.72
million in total assets, $20.92 in total liabilities, and a
stockholder's deficit of $14.19 million.

"During the third quarter, we were disappointed to receive a
refusal to file letter from the U.S. Food and Drug Administration
for our New Drug Application for Ceplene," stated Jack Talley,
EpiCept President and CEO.  "However, we are pleased that our
recent meeting with the FDA and our agreement with them on the
outline of a Phase III trial provide a clear regulatory path for
approval of Ceplene in the U.S.  We expect such a trial to
commence in 2011.  Also, we have filed an application with the FDA
to grant Ceplene fast track status, which should permit an
expedited review of the Ceplene NDA once it is filed, among other
benefits."

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6e22

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e23

                   About EpiCept Corporation

EpiCept is focused on the development and commercialization of
pharmaceutical products for the treatment of cancer and pain. The
Company's lead product is Ceplene(R), which has been granted full
marketing authorization by the European Commission for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  The Company
has two oncology drug candidates currently in clinical development
that were discovered using in-house technology and have been shown
to act as vascular disruption agents in a variety of solid tumors.
The Company's pain portfolio includes EpiCept(TM) NP-1, a
prescription topical analgesic cream in late-stage clinical
development designed to provide effective long-term relief of pain
associated with peripheral neuropathies.

The Company's balance sheet as of June 30, 2010, showed
$11.4 million in total assets, $21.6 million in total liabilities,
and stockholders' deficit of $10.2 million.

As reported in the Troubled Company Reporter on March 18, 2010,
Deloitte & Touche LLP in Parsippany, New Jersey, expressed
substantial doubt against EpiCept Corporation's ability as a going
concern after auditing the Company's financial statements for the
year ended December 31, 2009.  The independent auditors noted that
the Company has recurring losses from operations and a
stockholders' deficit of $9.1 million at  December 31, 2009.


EXTENDED STAY: Appeals Court OKs Five Mile Deal With Cerberus
-------------------------------------------------------------
The U.S. Court of Appeals for the Second Circuit approved a
stipulation that Five Mile Capital II SPE ESH LLC entered into
with Cerberus Capital Management LP and three other companies.

The stipulation calls for the withdrawal of the appeal Five Mile
filed before the Second Circuit to reverse a decision by a
district judge who denied the proposed transfer of its lawsuit to
the New York Supreme Court.

Five Mile brought the lawsuit against Cerberus, Centerbridge
Partners LP, The Blackstone Group Inc. and GEM Capital Management
Inc. after they allegedly negotiated with Extended Stay Inc. and
its affiliated debtors on the restructuring of their debt.  The
negotiations allegedly led to an agreement on the terms of a
restructuring that was detrimental to the Debtors while
beneficial to the defendants.

The lawsuit was initially filed in the Supreme Court in June
2009, but was eventually transferred to the U.S. Bankruptcy
Court for the Southern District of New York after the Debtors
filed for bankruptcy protection.

Five Mile subsequently proposed the transfer of the lawsuit to
the Supreme Court but it was denied by the Bankruptcy Court.
Consequently, the firm took an appeal to the U.S. District Court
for the Southern District of New York, which upheld the
Bankruptcy Court's decision after determining that there is
"close interconnection between the issues raised by the lawsuit
and the bankruptcy process."

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Files 1st Post-Confirmation Status Report
--------------------------------------------------------
Extended Stay Inc. delivered to the U.S. Bankruptcy Court for the
Southern District of New York a post-confirmation report about
the status of its affiliated debtors.

In the status report dated November 1, 2010, Extended Stay
disclosed that 35 debtor affiliates were dissolved on or about
October 8, 2010, the effective date of the companies'
restructuring plan.  The Dissolved Debtor-affiliates, referred to
as the Tier 3 Debtors, are:

   (1) ESH/Homestead Mezz L.L.C.
   (2) ESH/Homestead Mezz 2 L.L.C.
   (3) ESH/Homestead Mezz 3 L.L.C.
   (4) ESH/Homestead Mezz 4 L.L.C.
   (5) ESH/Homestead Mezz 5 L.L.C.
   (6) ESH/Homestead Mezz 6 L.L.C.
   (7) ESH/Homestead Mezz 7 L.L.C.
   (8) ESH/Homestead Mezz 8 L.L.C.
   (9) ESH/Homestead Mezz 9 L.L.C.
  (10) ESH/Homestead Mezz 10 L.L.C.
  (11) ESA Mezz L.L.C.
  (12) ESA Mezz 2 L.L.C.
  (13) ESA Mezz 3 L.L.C.
  (14) ESA Mezz 4 L.L.C.
  (15) ESA Mezz 5 L.L.C.
  (16) ESA Mezz 6 L.L.C.
  (17) ESA Mezz 7 L.L.C.
  (18) ESA Mezz 8 L.L.C.
  (19) ESA Mezz 9 L.L.C.
  (20) ESA Mezz 10 L.L.C.
  (21) ESA P Mezz L.L.C.
  (22) ESA P Mezz 2 L.L.C.
  (23) ESA P Mezz 3 L.L.C.
  (24) ESA P Mezz 4 L.L.C.
  (25) ESA P Mezz 5 L.L.C.
  (26) ESA P Mezz 6 L.L.C.
  (27) ESA P Mezz 7 L.L.C.
  (28) ESA P Mezz 8 L.L.C.
  (29) ESA P Mezz 9 L.L.C.
  (30) ESA P Mezz 10 L.L.C.
  (31) Homestead Village L.L.C.
  (32) Extended Stay Hotels L.L.C.
  (33) ESA P Portfolio Holdings L.L.C.
  (34) ESA Management L.L.C.
  (35) ESA Business Trust

The remaining Plan Debtor affiliates are being reorganized
pursuant to the steps set forth in the restructuring
transactions.

The Plan Debtors are coordinating with the plan administrator and
the litigation trustee to begin the process of analyzing and
reconciling the claims filed against them, according to Extended
Stay's lawyer, Jacqueline Marcus, Esq., at Weil Gotshal & Manges
LLP, in New York.

The Plan Debtors emerged from bankruptcy on October 8, 2010,
having restructured approximately $7.4 billion in debt.

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


FEDERAL-MOGUL: Court Rejects PepsiAmericas' $6M++ Claims
--------------------------------------------------------
The Hon. Judith K. Fitzgerald disallows Claim Numbers 6093 and
6441 filed by PepsiAmericas, Inc., against Federal-Mogul
Corporation and Federal-Mogul Products, Inc., over Pneumo-Abex
Corporation-related asbestos insurance policies, at the Debtors'
behest.

PepsiAmericas has asked the Bankruptcy Court to allow Claim Nos.
6093 and 6441 as administrative priority expense claims and direct
Federal-Mogul to pay those claims.  The Claims assert damages,
aggregating more than $6,000,000, arising from alleged breach of a
purchase agreement with PepsiAmericas' predecessor, and damages
incurred by PepsiAmericas as a result of a lawsuit Reorganized
Federal-Mogul filed in an Ohio state court relating to certain
insurance policies.

Judge Fitzgerald says Pneumo Abex long ago became an entity
distinct from any PepsiAmericas-related entity.  Through the
various corporate transfers in connection with the Henley Group-
related entities, Pneumo Abex is a legal entity separate from
those in the PepsiAmericas line that retained asbestos liabilities
or issued guarantees.  According to Judge Fitzgerald, Pneumo Abex
may now or in the future hold claims against FMP or FMC, but
PepsiAmericas does not have a claim as any such claim would have
to be through Pneumo Abex.

A copy of Judge Fitzgerald's memorandum opinion, dated October 27,
2010, is available at http://is.gd/gVojxfrom Leagle.com.

                         About Federal-Mogul

Federal-Mogul Corporation is a supplier of powertrain, chassis and
as safety technologies, serving the world's foremost original
equipment manufacturers of automotive, light commercial, heavy-
duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Federal-Mogul was
founded in Detroit in 1899.  The Company is headquartered in
Southfield, Michigan, and employs nearly 41,000 people in 33
countries.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Attorneys at Sidley Austin Brown
& Wood, and Pachulski, Stang, Ziehl & Jones, P.C., represented the
Debtors in their restructuring effort.  When the Debtors filed for
protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities.  Attorneys at The Bayard
Firm represented the Official Committee of Unsecured Creditors.

The Debtors' Reorganization Plan was confirmed by the Bankruptcy
Court on November 8, 2007, and affirmed by the District Court on
November 14, 2007.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.

                           *     *     *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
reorganized Federal-Mogul Corp. to 'B+' from 'BB-'.  "The ratings
reflect Federal-Mogul's weak business risk profile as a major
participant in the highly competitive global auto industry, and
its aggressive financial risk profile," S&P said.

Moody's Investors Service in April 2009, lowered corporate family
rating of Federal-Mogul to B1 from Ba3.  At that time, Moody's
said the downgrade "reflects the company's weakened credit metrics
as a result of the dramatic decline of global automotive
production and the impact of the global recessionary environment
on consumer spending."

The ratings have remained the same at present.


FERRELLGAS LP: Moody's Assigns 'Ba3' Rating to $470 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Ferrellgas,
L.P.'s proposed offering of $470 million of senior notes due 2021.
The proceeds of the notes will be used to repurchase and retire
OLP's existing 6.75% senior notes due 2014.  OLP is the operating
partnership subsidiary of Ferrellgas Partners, L.P., and issues
the majority of Ferrellgas' consolidated debt, including its bank
credit facilities.  The rating outlook remains stable.

                        Ratings Rationale

"This transaction improves Ferrellgas' debt maturity profile by
pushing out the maturity of a significant portion of its long-term
debt to 2021 from 2014," commented Pete Speer, Moody's Vice-
President.  "The new notes issue does not significantly change the
amount or composition of debt in Ferrellgas' consolidated capital
structure and consequently had no effect on the partnership's
ratings."

Ferrellgas' Ba3 Corporate Family Rating is supported by its
leading market position, geographic diversification, and
significant operational improvements over the past several years.
The rating is constrained by its still higher leverage and weaker
distribution coverage than its propane peers.  The propane
industry remains highly fragmented and competitive, with
continuing conservation trends making organic growth difficult.

The stable outlook is based on Moody's expectation that Ferrellgas
will maintain Debt/EBITDA around 4.5x (normalized for seasonal
working capital borrowings), will fund large acquisitions with
meaningful equity and not significantly change its distribution
policy.  If Debt/EBITDA increased above 5x, then the outlook could
be changed to negative or the ratings downgraded.  A ratings
upgrade is unlikely absent a substantial reduction in leverage and
improvement in distribution coverage.  If Ferrellgas were to
reduce Debt/EBITDA below 3.5x then a positive outlook or ratings
upgrade could occur.

The Ba3 rating for OLP's senior unsecured notes reflects both the
overall probability of default for Ferrellgas, to which Moody's
assigns a Probability of Default rating of Ba3, and a loss given
default of LGD 4 (55%).  These notes are rated the same as
Ferrellgas' Ba3 CFR due to the potential priority claim of the
OLP's $400 million senior secured revolving credit facility,
offset by the loss absorption cushion provided by the structurally
subordinated $280 million senior unsecured notes due 2020 issued
by Ferrellgas that are rated B2.

Ferrellgas Partners, L.P., is a publicly traded master limited
partnership based in Overland Park, KS and among the largest
retail marketers of propane in the United States.


FIRST AMERICAN: S&P Assigns 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Fort Worth, Texas-based First American
Payment Systems L.P.  The rating outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating and '3'
recovery rating to the company's $255 million first-lien credit
facility, consisting of a $225 million term loan due 2016 and a
$30 million revolving credit facility due 2015.  The '3' recovery
rating indicates S&P's expectations for meaningful (50%-70%)
recovery for lenders in the event of a payment default.  The
company is using the proceeds from the senior secured facility,
along with $4.5 million of cash on hand, to refinance its existing
debt and to pay a $135 million dividend to its private-equity
sponsor and other shareholders.  The ratings being assigned are
final and follow the closing of the transaction.

"The ratings on FAPS reflect the company's modest scale and market
share in the highly competitive global payment processing
industry," said Standard & Poor's credit analyst Alfred
Bonfantini, "as well as S&P's expectation that significant
recurring revenues and diverse sales channels will enable the
company to further maintain revenue growth and operating
performance in the near term."


FIRST SECURITY: Posts $29.8 Million Net Loss in Q3 2010
-------------------------------------------------------
First Security Group, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $29.8 million on net interest income
of $8.1 million for the three months ended September 30, 2010,
compared with a net loss of $28.1 million on net interest income
of $10.9 million for the same period last year.

The Company's balance sheet at September 30, 2010, showed
$1.246 billion in total assets, $1.139 billion in total
liabilities, and stockholders' equity of $106,846.

"The Company has experienced losses from operations during the
last two years that raise possible doubt as to its ability to
continue as a going concern," the Company said in the filing.

On September 7, 2010, the Company entered into a Written Agreement
with the Federal Reserve Bank of Atlanta, the Company's primary
regulator.

The Agreement prohibits the Company from declaring or paying
dividends without prior written consent of the Federal Reserve.
The Company is also prohibited from taking dividends, or any other
form of payment representing a reduction of capital, from the Bank
without prior written consent.

Within 60 days of the Agreement, the Company is required to submit
to the Federal Reserve a written plan designed to maintain
sufficient capital at the Company and the Bank.

The filing says that on April 28, 2010, FSGBank, the Company's
wholly-owned subsidiary, consented and agreed to the issuance of a
Consent Order by the Office of the Comptroller of the Currency
(OCC).

Pursuant to that Consent Order, within 120 days of the effective
date of the Order, the Bank is required to achieve and thereafter
maintain total capital at least equal to 13 percent of risk-
weighted assets and Tier 1 capital at least equal to 9 percent of
adjusted total assets.

As of September 30, 2010, the first financial reporting period
subsequent to the 120 day requirement, the Bank's total capital to
risk-weighted assets was 12.93 percent and the Tier 1 capital to
adjusted total assets was 7.43 percent.  The Bank has notified the
OCC of the non-compliance.

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

               http://researcharchives.com/t/s?6e32

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of September 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.  FSGBank
-- http://www.FSGBank.com/-- provides retail and commercial
banking services, trust and investment management, mortgage
banking, financial planning and internet banking.


FLOWSERVE CORPORATION: Fitch Affirms 'BB+' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Flowserve Corporation's Issuer Default
Rating and senior secured bank facilities at 'BB+'.  The Rating
Outlook has been revised to Stable from Positive.

The revision of the Rating Outlook reflects Fitch's view that an
upgrade is less likely in the near term than had originally been
anticipated.  Flowserve's credit profile remains sound, however,
and would support the current ratings even if metrics were to
deteriorate modestly.  Factors that reduce the likelihood of a
near-term upgrade include operating challenges at the Industrial
Product Division, an increase in acquisition spending in recent
quarters, and cyclically low demand in certain end-markets that
has reduced Flowserve's previously high growth rate and begun to
pressure margins.  None of these factors would be expected to
negatively affect existing ratings, but they indicate that
Flowserve's operating and financial strategies could potentially
change as the company addresses them.  Over the long term, Fitch
continues to believe that any future changes in the ratings would
be more likely toward the upside than the downside.

Flowserve's leverage remained low at Sept. 30, 2010.  Debt to
EBITDA was 0.8 times while free cash flow to total adjusted debt
was 29%.  Metrics could weaken in the near term until Flowserve's
late-cycle markets begin to recover.  The company's long-cycle
project business, primarily in the Engineered Products Division,
could be difficult into 2011 as projects are delayed despite an
increase in bookings across all of Flowserve's divisions.  On the
other hand, the company's short-cycle markets are showing signs
of recovery.  Flowserve's backlog of $2.7 billion was up 14% from
the beginning of the year but it remains below the peak level of
$3.1 billion reported in late 2008.

Metrics could also weaken if Flowserve makes significant
acquisitions.  Acquisitions, such as the $200 million purchase of
Valbart in July 2010, help to expand Flowserve's technological
capabilities and support sales growth.  Fitch anticipates that
free cash flow and liquidity will be sufficient to fund modest
acquisitions, but large transactions could result in higher debt
levels.  This concern is mitigated by the company's focus on a
solid balance sheet that is important when competing for new
projects in the global flow control market.  Fitch believes
Flowserve would consider using equity if necessary to maintain
credit metrics at levels consistent with the current ratings.

Flowserve consistently generates solid annual free cash flow which
Fitch anticipates will continue.  Free cash flow could be modestly
lower in the near-to-medium term until project activity picks up.
Growth in developed markets could be subdued in the near term, but
solid demand in emerging regions, along with Flowserve's
significant aftermarket business, should help stabilize results.
As expected, margins recently began to deteriorate due to lower
sales volumes and the impact of reduced pricing power on new
projects.  These factors are partly offset by a growing proportion
of higher-margin aftermarket sales and cost reductions related to
restructuring.

Flowserve has reorganized and restructured its operations during
the past year, particularly in the Engineered Products and
Industrial Products divisions.  The actions are intended to
improve manufacturing flexibility, improve customer service, and
address operating deficiencies in the Industrial Products Division
that contributed to margin pressure in 2010.  Total realignment
costs of approximately $88 million will be offset by savings
estimated by Flowserve at $115 million on an annualized basis to
be realized by 2011.  Flowserve also continues to expand the
number of Quick-Response Centers that serve the aftermarket and
are an integral part of Flowserve's strategy to build market
share.

At Sept. 30, 2010, Flowserve's liquidity included $311 million of
cash and a $400 million revolver that matures in 2012, offset by
$29 million of current debt and $116 million of letter of credit
usage under the revolver.  Nearly all of Flowserve's debt consists
of a $540 million bank term loan that has no significant scheduled
payments until the fourth quarter of 2011.  The bank facilities
are secured by substantially all of Flowserve's domestic assets
and 65% of the capital stock of certain foreign subsidiaries.  The
facilities would become unsecured if the company maintains
investment grade ratings, as defined in the agreement, for at
least 90 days.  In addition to scheduled debt maturities, cash
requirements include pension contributions.  Flowserve contributed
$30 million to its U.S. plans in 2010 and intends to keep funded
plans fully funded.

Flowserve had approximately $565 million of debt outstanding at
Sept. 30, 2010.

Fitch affirms Flowserve's ratings and revises the Outlook to
Stable from Positive:

Flowserve Corporation

  -- IDR at 'BB+';
  -- Senior secured bank facilities at 'BB+'.


FREDDIE MAC: To Pay $800,000 Termination Benefit for Ex-EVP
-----------------------------------------------------------
On November 4, 2010, Freddie Mac formally known as the Federal
Home Loan Mortgage Corporation, with the approval of the Federal
Housing Finance Agency, approved these termination benefits for
Michael Perlman, who served as Executive Vice President -
Operations & Technology of Freddie Mac until June 21, 2010:

   * Termination benefit of $800,000, which is a portion of
     Mr. Perlman's earned but unpaid Deferred Base Salary.  The
     termination benefit, less $122,917 of Semi-Monthly Base
     Salary payments made to him since his last date worked, will
     be made in two installments.  The first installment will be
     paid as soon as administratively possible, and the second
     installment will be paid on December 31, 2010; and

   * Immediate vesting and continued settlement of Mr. Perlman's
     22,868 outstanding Freddie Mac restricted stock units with a
     scheduled vesting date within 12 months of Mr. Perlman's last
     date worked.  All of Mr. Perlman's other outstanding Freddie
     Mac restricted stock units will be forfeited.

                          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.


FRONTIER OIL: Moody's Assigns 'Ba3' Rating to $150 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD5-76%) rating to
Frontier Oil Corporation's proposed issuance of $150 million of
senior unsecured notes and changed the LGD point estimate on the
existing senior unsecured notes to LGD5-76%.  The new notes will
replace the existing senior unsecured notes due 2011, for which
the company has announced a tender offer.  Frontier's other
ratings are unchanged.  The rating outlook is stable.

FTO's Ba2 Corporate Family Rating reflects its low leverage,
record of fiscal conservatism, its beneficial refinery
configuration and complexity, and its logistical positioning with
vital connections to important regional crude oil supply
(including Canadian oil sands production) and refined product
take-away pipelines.  Though FTO's position as a complex refiner
has somewhat disadvantaged it during the recent sweet/sour and
light/heavy differential compression, FTO's margins have exhibited
relatively more durability than peers due to the crude sourcing
flexibility and regional product pricing advantages provided by
its geographic locations.  With two refineries, FTO has a modest
degree of downtime and regional margin risk diversification.  The
company is well positioned even if it were to experience a
sustained loss of even its largest refinery as the company's
substantial cash balance and its competitive smaller refinery
would likely be able service FTO's low debt levels.  Nevertheless,
FTO's ratings are restrained by its small size, acquisitive
posture, reliance on two refineries, stock buyback activity, and
inherently highly volatile sector refining margins.

FTO has good liquidity.  With a cash balance of $408 million at
September of 2010 pro-forma for the proposed notes offering and
approximately $244 million of un-drawn capacity (due to
$256 million of letters of credit usage) under its $500 million
senior secured borrowing base facility, the company has ample
liquidity to meet its cash needs over the next twelve months.
Covenants under the revolver include a debt / EBITDA limit of 3.1x
a debt to capitalization limit of 55%.  As of September 30, 2010
FTO was well within compliance with its financial covenants.  Pro-
forma for the new notes offering, Frontier will not have any debt
maturities until August of 2012 when its revolver is matures.  FTO
would likely not have access to any additional liquidity through
asset sales since its assets are encumbered by its borrowing base
facility.

FTO's stable outlook reflects the expectation that the company
will maintain moderate leverage levels and issue equity to fund
future acquisitions.  Given the risks of unscheduled downtime
inherent to petroleum refining, Moody's believe that the current
ratings are the highest that are appropriate for an independent
refiner of FTO's scale.  A conservatively funded acquisition of a
high quality large refinery would add operational and margin risk
diversification and could favorably affect the ratings.  However,
FTO would still be of comparatively small scale within the
industry and refinery acquisitions are inherently subject to risk,
especially in this challenging operating environment.  Greater
than expected deterioration of margins from a sustained change in
FTO's pricing and supply of crude and/or its market for refined
products could negatively impact the ratings.  Significantly
increased leverage, debt funded acquisitions or share repurchases,
and/or extended unscheduled downtime could also weigh on the
ratings.

Frontier Oil Corporation is an independent refining and marketing
company headquartered in Houston, TX.


GALP GRAYRIDE: Taps Matthew Hoffman as Bankruptcy Counsel
---------------------------------------------------------
Galp Grayride Limited Partnership asks for authorization from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
the Law Offices of Matthew Hoffman, P.C., as bankruptcy counsel.

Matthew Hoffman will, among other things:

     a. conduct examinations of witnesses, claimants and other
        parties in interest;

     b. prepare pleadings and other legal instruments required to
        be filed in the Debtor's bankruptcy case;

     c. represent and advise the Debtor in the liquidation of its
        assets through the Court; and

     d. advise the Debtor in the formulation, solicitation,
        confirmation, and consummation of any plan(s) of
        reorganization which the Debtor may propose.

Matthew Hoffman will be paid based on these rates:

        Matthew Hoffman                 $240
        James Lee, Associate            $115

Matthew Hoffman, the principal at the Law Offices of Matthew
Hoffman, assures the Court that the firm is a "disinterested
person" as that term defined in Section 101(14) of the Bankruptcy
Code.

Houston, Texas-based GALP Grayridge Limited Partnership filed for
Chapter 11 bankruptcy protection on November 1, 2010 (Bankr. S.D.
Tex. Case No. 10-40007).  The Debtor estimated its assets and
debts at $10 million to $50 million.


GAMETECH INT'L: Remains in Forbearance Extension Talks
------------------------------------------------------
Bill Fasig, Chief Executive Officer of GameTech International,
Inc., reiterated in a regulatory filing on Tuesday that Bank of
the West has expressed a willingness to consider entering into
another extension of the parties' forbearance period, which may,
impose additional terms and restrictions on the Company under its
line of credit.

The Company and Bank of the West entered into a Line of Credit
Forbearance on September 15, 2010, pursuant to which the Lender
agreed to forbear from exercising certain rights available to it
under the Company's Line of Credit until October 31, 2010, or
earlier upon the occurrence of certain events, as a result of
certain technical events of default existing under the line of
credit.

On November 4, 2010, the Company received a letter from the Lender
stating that the forbearance period under the Company's line of
credit expired on October 31, 2010.  The letter further states
that the Lender has the immediate right to commence action against
the Company, enforce the payment of the note under the line of
credit, commence foreclosure proceedings under certain loan
documents, and otherwise enforce its rights and remedies against
the Company.

While the Company continues to actively engage in discussions with
the Lender 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 Lender in a timely manner.

As of November 9, the Company has approximately $1.3 million
outstanding under the Line of Credit.  The outstanding balance
under the Company's Line of Credit is subject to the non-default
rate of 4.25%.

                  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.


GARGAAR HOME: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: GarGaar Home Care Services, Inc.
        2700 East Lake Street
        Minneapolis, MN 55406

Bankruptcy Case No.: 10-48351

Chapter 11 Petition Date: November 8, 2010

Court: U.S. Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Nancy C. Dreher

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

Scheduled Assets: $6,530

Scheduled Debts: $2,046,471

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mnb10-48351.pdf

The petition was signed by Halima M. Hagi, director.


GARTH LASHBROOK: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Garth D. Lashbrook
               JoAn M. Lashbrook
                 aka Joan Lashbrook
               411 N. New River Drive E, #1701
               Fort Lauderdale, FL 33301

Bankruptcy Case No.: 10-44439

Chapter 11 Petition Date: November 8, 2010

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

Judge: Raymond B. Ray

Debtors' Counsel: David Marshall Brown, Esq.
                  330 N. Andrews Avenue, # 450
                  Ft Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  Fax: (954) 765-3382
                  E-mail: david@brownvanhorn.com

Scheduled Assets: $2,288,464

Scheduled Debts: $1,614,040

A list of the Joint Debtors' 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-44439.pdf


GENERAL GROWTH: S&P Assigns Corporate Credit Rating at 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to General Growth Properties Inc.  The rating
outlook is stable.  S&P also assigned a 'BB+' credit rating and a
'2' recovery rating to GGP's $1.65 billion of senior unsecured
issues that are being reinstated or newly issued as a result of
the company's reorganization.  The '2' recovery rating indicates
S&P's current expectation that debtholders would receive a
substantial recovery, in the range of 70%-90%, in the event of a
payment default.  These ratings are unsolicited.

"S&P's unsolicited ratings on GGP reflect the company's
satisfactory business risk position as the second-largest U.S.-
based mall owner after completing one-and-a-half years of
restructuring following its April 2009 bankruptcy filing," said
credit analyst Scott Sprinzen.  "The company has a high degree of
geographic diversity within the U.S., benefits from the diversity
and competitive strength of its retailer tenant base, and has made
significant progress over the past two years to improve its
operating efficiency, including reducing corporate overhead
costs."

Mr. Sprinzen notes that GGP's earnings and cash flow from the
company's core mall properties have been relatively stable.  In
conjunction with its emergence from bankruptcy, GGP spun off its
newly formed entity, The Howard Hughes Corp., to shareholders,
which held GGP's interests in master-planned communities and
retail and mixed-use development and redevelopment projects: S&P
views this as a positive step from a credit perspective, given the
substantial additional investment requirements and uncertain
returns related to these ventures.

S&P does not currently see a significant likelihood that GGP could
make sufficient progress in optimizing its operations and reducing
debt to warrant an upgrade within the next year.  Importantly,
achieving a higher rating would also depend on clarification of
the company's longer range business strategy and financial
policies under its new top management and principal owners.  On
the other hand, S&P believes there is sufficient leeway in the
current rating to sustain an extended period of earnings and cash
flow that are in line with recent levels -- even if, for example,
persistent weak market conditions dampen the extent of improvement
in financial performance and constrain deleveraging.


GENERAL MOTORS: 365 Mil. Shares of Stock to Be Sold in IPO
----------------------------------------------------------
For its initial public offering, General Motors Company intends to
register:

  (i) 419,750,000 shares of common stock, par value $0.01 per
      share, priced at $29 per share, for the proposed maximum
      aggregate offering price of $12,172,750,000;

(ii) 69,000,000 shares of Series B mandatorily convertible
      junior preferred stock, par value $0.01 per share, priced
      at $50 per share, for the proposed maximum aggregate
      offering price of $3,450,000,000; and

(iii) 24,982,758 shares of common stock, par value $0.01 per
      share, at $29 per share, for the proposed maximum
      aggregate offering price of $724,500,000.

The disclosure is made pursuant to an amendment no. 5 to the
prospectus of the IPO on Form S-1 filed with the Securities and
Exchange Commission on November 3, 2010.

These stockholders of GM are selling a total of 365,000,000 shares
of the GM Common Stock, namely:

                                      Shares              %
                          Shares    Beneficially   Beneficially
                          Being     Owned After    Owned After
Stockholder              Offered      Offering       Offering
-----------              -------  ------------  ------------
U.S. Dept. of the
Treasury              263,546,795   648,847,273       43.26%

Canada GEN Investment
Corp.                  30,453,205   144,652,727        9.64%

UAW Retiree Medical
Benefits Trust         71,000,000   226,304,545       15.33%

GM Chief Executive Officer Daniel F. Akerson relates that GM is
not selling any shares of its common stock in this offering.
Similarly, GM will not receive any proceeds from the sale of the
shares by the selling stockholders, he says.

Mr. Akerson further notes that no public market exists for the GM
Common Stock.  GM estimates that the public offering price of the
GM Common Stock will be between $26 and $29 per share.  GM's
common stock has been approved for listing on the New York Stock
Exchange under the symbol "GM," he discloses.  The Toronto Stock
Exchange has also conditionally approved the listing of the GM
Common Stock under the symbol "GMM," subject to GM's fulfillment
of all of the requirements of the Toronto Stock Exchange, he adds.

Mr. Akerson also discloses that the selling stockholders have
granted the underwriters an option to purchase up to an additional
54,750,000 shares of the GM Common Stock to cover over-allotments
at the public offering price, less the underwriting discount,
within 30 days from the date of this prospectus or on or before
December 3, 2010.

Concurrently with the common stock offering, GM is making a public
offering of 60,000,000 shares of Series B preferred stock.  GM has
granted the underwriters an option to purchase up to an additional
9,000,000 shares of Series B preferred stock to cover over-
allotments.  GM cannot assure that the offering of Series B
preferred stock will be completed or, if completed, on what terms
it will be completed, Mr. Akerson states.  While the closing of
the common stock offering is not conditioned upon the closing of
the offering of Series B preferred stock, the closing of the
offering of Series B preferred stock is however conditioned upon
the closing of this offering, he points out.

GM estimates that the net proceeds from the concurrent offering of
Series B preferred stock will be about $2.9 billion.  GM intends
to use the net proceeds from the offering of Series B preferred
stock together with cash on hand, to purchase shares of Series A
Preferred Stock in accordance with the company's agreement with
the Treasury and to make a voluntary contribution to the company's
U.S hourly and salaried pension plans, Mr. Akerson discloses.

Mr. Akerson also says GM has no current plans to pay dividends on
the GM Common Stock.  GM's payment of dividends will be determined
by the Company's Board of Directors and will depend on business
conditions, financial condition, earnings, liquidity and capital
requirements, the covenants in the $5 billion secured revolving
credit facility, and other factors, he explains.  So long as any
share of the GM Series A Preferred Stock or Series B preferred
stock remains outstanding, no dividend or distribution may be
declared or paid on the GM Common Stock unless all accrued and
unpaid dividends have been paid on the Series A Preferred Stock
and Series B preferred stock, subject to exceptions, including
dividends on the GM Common Stock payable solely in shares of the
GM Common Stock, he adds.

                    Shares Outstanding after IPO

After the IPO, the GM Common Stock to be outstanding is
1,500,000,000, based on the shares outstanding as of November 2,
2010, but excludes:

  * 136,363,635 shares issuable upon the exercise of warrants
    held by Motors Liquidation Company as of November 2, 2010 at
    an exercise price of $10.00 per share;

  * 136,363,635 shares issuable upon the exercise of warrants
    held by MLC as of November 2, 2010 at an exercise price of
    $18.33 per share; and

  * 45,454,545 shares issuable upon the exercise of warrants
    held by the New VEBA as of November 2, 2010 at an exercise
    price of $42.31 per share.

The remaining 1,135,000,000 outstanding shares of GM Common Stock
held by the Treasury, Canada Holdings, the New VEBA and MLC upon
completion of the IPO will be subject to lock-up arrangements.

                         Underwriting

Under the terms and subject to the conditions in an underwriting
agreement, these underwriters have agreed to purchase a certain
number of shares of common stock:

(1) Morgan Stanley & Co. Incorporated
(2) J.P. Morgan Securities LLC
(3) Merrill Lynch, Pierce, Fenner & Smith Incorporated
(4) Citigroup Global Markets Inc.
(5) Barclays Capital Inc.
(6) Credit Suisse Securities (USA) LLC
(7) Deutsche Bank Securities Inc.
(8) Goldman, Sachs & Co.
(9) RBC Capital Markets Corporation
(10) Banco Bradesco BBI S.A.
(11) CIBC World Markets Corp.
(12) Commerz Markets LLC
(13) BNY Mellon Capital Markets, LLC
(14) ICBC International Securities Limited
(15) Itau BBA USA Securities, Inc.
(16) Lloyds TSB Bank plc
(17) China International Capital Corporation Hong Kong Securities
    Limited
(18) Loop Capital Markets LLC
(19) The Williams Capital Group, L.P.
(20) Soleil Securities Corporation
(21) Scotia Capital (USA) Inc.
(22) Piper Jaffray & Co.
(23) SMBC Nikko Capital Markets Limited
(24) Sanford C. Bernstein & Co., LLC
(25) Cabrera Capital Markets, LLC
(26) CastleOak Securities, L.P.
(27) CF Global Trading LLC
(28) C.L. King & Associates, Inc.
(29) CRT Investment Banking LLC
(30) FBR Capital Markets & Co.
(31) Gardner Rich, LLC
(32) Lebenthal & Co., LLC
(33) M. R. Beal & Company
(34) Muriel Siebert & Co., Inc.
(35) Samuel A. Ramirez & Company, Inc.

Morgan Stanley & Co. Inc. and J.P. Morgan Securities LLC will act
as representatives of the underwriters.  BofA Merrill Lynch,
Citigroup, Goldman Sachs, Barclays Capital, Credit Suisse,
Deutsche Bank and RBC Capital will be the joint book-running
managers for the IPO.

                           Capitalization

GM has set forth its actual capitalization as of June 30, 2010,
which will be adjusted to:

  -- the issuance and sale of shares of Series B Preferred
     Stock, which is contingent upon the closing of the offering
     of the GM Common Stock;

  -- the repayment of the Voluntary Employee Benefit Association
     Notes of $2.8 billion;

  -- the purchase of Series A Preferred Stock held by the
     Treasury for 102% of their $2.1 billion aggregate
     liquidation amount and the corresponding reclassification
     into stockholders' equity of the remaining outstanding
     shares of Series A Preferred Stock;

  -- the contribution of cash of $4 billion to GM's U.S. hourly
     and salaried pension plans;

  -- the application of the net proceeds of the offering of the
     Series B preferred stock and use of a portion of the cash
     on hand; and

  -- the three-for-one stock split on shares of the GM common
     stock effected on November 1, 2010.

Mr. Akerson clarifies that GM's capitalization, on an as adjusted
basis, does not encompass the expected contribution of $2 billion
of the GM Common Stock to the U.S. hourly and salaried pension
plans after the closing of the common stock offering and the
Series B preferred stock offering and approval from the U.S.
Department of Labor, which the Company expects to receive in the
near-term, as those shares would not be considered outstanding for
accounting purposes until certain transfer restrictions are
eliminated.  GM's recently obtained new secured revolving credit
facility of $5 billion is also excluded as the Company does not
expect to draw on the facility in the immediate future.

                                            As of June 30, 2010
                                              Actual, Unaudited
                                            -------------------
Cash and cash equivalents                        $26,773,000,000
(Excluding restricted cash &
marketable securities)

Short-term debt, including current
portion of long-term debt                         5,524,000,000

Long-term debt                                     2,637,000,000

Series A Preferred Stock                           6,998,000,000

Series B Preferred Stock                                       -

Common Stock                                          15,000,000

Capital surplus                                   24,042,000,000

Accumulated deficit                               (2,195,000,000)

Accumulated other comprehensive income             1,153,000,000
                                             -------------------
Total Stockholders' Equity                        23,015,000,000
                                             -------------------
Total Capitalization                             $38,174,000,000
                                             ===================

The balance sheet classification of the Series B preferred stock
will be determined in accordance with applicable accounting
requirements upon closing of the common stock offering and
issuance of that preferred stock.

GM will pay a total of $1,165,560 as registration fee for the GM
Common Stock and the Series B Preferred Stock, consisting of:

  -- $867,918 for the registration of the 419,750,000 shares of
     the GM Common Stock;

  -- $245,985 for the 69,000,000 shares of the Series B
     Preferred Stock; and

  -- $51,657 for the 24,982,758 shares of shares of the GM
     Common Stock.

GM noted that $14,260 of the registration fees was previously paid
in connection with the filing of the original registration
statement dated August 18, 2010.  In accordance with Rule 457(i)
under the Securities Act, this registration statement also
registers the shares of common stock that are initially issuable
upon conversion of the Series B preferred stock registered herein.
The number of shares of common stock issuable upon the conversion
is subject to adjustment upon the occurrence of certain events and
will vary based on the public offering price of the common stock
registered.

GM's Prospectus filed on Form S-1 is available with the SEC
at http://ResearchArchives.com/t/s?6d59

                   Amendment Nos. 3 and 4

GM filed with the SEC amendments no. 3 and 4 to its prospectus of
the IPO on October 25, and 28, 2010.

Amendment No. 4 incorporated the series of action earlier
disclosed by GM to reduce leverage by $11 billion.  The amendment
also listed Morgan Stanley; JPMorgan Chase & Co.; Bank of America
Corp. and Citicorp as leading the IPO.  Barclays Plc, Credit
Suisse Group AG, Deutsche Bank AG, Goldman Sachs Group Inc., Royal
Bank of Canada and UBS AG will act as underwriters.

Among other things, the amendment appended an opinion of Robert C.
Shrosbree, Esq. -- robert.shrosbree@gm.com -- counsel to GM, in
support of the registration of securities.  Mr. Shrosbee noted the
shares of common stock and preferred stock have been validly
issued and are fully paid and non-assessable.

Starting on November 5, GM will embark on a roadshow to entice
investors to participate in the IPO.  GM has posted a set of
videos and other information of the IPO at
http://retailroadshow.comtouting itself as a leaner company,
Detroit Free Press relates.

GM executives mentioned in the videos that the company has trimmed
its U.S dealership body, learned to make more vehicles at its
plant and kept inventories low so that it can use lower
incentives, Detroit Free Press notes.  GM CFO Chris Lidell also
pointed to GM's increasing sales outside North America, which make
up about two-thirds of its total revenues, Detroit Frees Press
states.

In another pitch to investors, GM indicated that it could earn as
much as $19 billion before interest and taxes in what it called a
high cycle for the global automobile industry, Bloomberg News
relates.  Mr. Liddell explained that in a high cycle, GM will be
able to produce as much as $16 billion in free cash flow from its
reduction of its hourly labor costs, and post profit margins as
wide as 10%, Bloomberg notes.

GM will create two teams to conduct the investor presentations;
Mr. Liddell will lead the first team and Steve Girsky, vice
chairman of GM will manage the other team, The Associated Press
discloses.

According to Retailroadshow.com, the GM IPO is expected to be
priced on or about November 17, and the shares of the GM common
stock will start trading the next day.

The Treasury is also expected to realize $7 billion from the IPO
if the shares will sell between $26 and $29, The Associated Press
relates.  Other selling stockholders Canada Holdings and New VEBA
are likely to receive about $3 billion, AP notes.

                     Speculations on GM's IPO

Before GM made its formal announcement on November 3, details
about the IPO were already leaked to the media, including the
shares to be sold and projected value of the IPO estimated at that
time to be $10 billion.

Consequently, bonds issued by Old GM recorded its highest decline
in almost six months, Bloomberg News reported.  According to
Trace, the 8.375% bonds due July 2033 fell 4.375% cents to 32.625
cents on the dollar in New York.  Bloomberg noted that the bonds
traded as high as 37.75 cents on the dollar on November 1, 2010,
the highest since May 3, citing Trace data.

A similar report from The Wall Street Journal related that Old
GM's 8.25% notes due 2023 fell 3.5 points to 32.25 as of November
2, 2010.

The decline comes as the bondholders had expected higher
valuations suggesting a four-to-one stock split, which would have
meant greater value for bondholders' equity stake, according to
market participants, The Journal explained.

In a related matter, the Journal reported that bankers and
analysts said the shares could reach a high enough price for the
U.S. to come to breaking even on its bailout of the company in
2009.  However, the stock would have to remain at that price over
the many months or perhaps years it will take the government to
sell its GM majority stake to achieve a break-even, the Journal
notes.

The Treasury also faced pressure from banks underwriting the
transaction to maximize the number of shares it sells in the IPO,
which is expected to happen on November 18, the Journal added.
According to the Journal, the banks want to make sure that enough
shares are available to meet investor demand.

The Journal noted that the government paid $40 billion for its
stake and risks political fallout if the share price sinks due to
releasing too many shares once on the market.  That could send a
signal the Obama administration will not recoup its investment,
the Journal added.

CRT Capital Group LLC has estimated GM's current market value to
be about $70 billion, the Journal disclosed.  That calculation
indicates a value for the U.S. stake of $35 billion, roughly $5
billion short of what the Treasury still has invested in GM, the
Journal points out.  Two bankers close to the IPO also estimated
the market value to be $60 billion to $70 billion, the Journal
notes.

Because the IPO should take place at a discount to the market
price, the government is likely to show a big loss in realized
proceeds on its sales on the day of the IPO, the Journal pointed
out.

For the Treasury to recoup its investment in GM, it needs to sell
shares for an average price of $131 before splits, Bloomberg
related, citing a person familiar with the matter.  The stock will
be split to sell at an initial price of around $20 a share, said a
person and two others, Bloomberg said.

                        About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: New GM Takes Steps to Reduce Leverage by $11 Bil.
-----------------------------------------------------------------
General Motors Company or "New GM" said it has recently
implemented certain actions to further reduce financial leverage
by $11 billion, reducing debt and improving its pension funding
position, according to a public statement dated October 28, 2010.

The capital structure actions are:

  * Repayment of $2.8 billion outstanding on the 9% secured note
    provided to the United Autoworkers Retiree Medical Benefits
    Trust.  The Company will record a $0.2 billion non-cash gain
    in the fourth quarter of 2010 related to this early
    extinguishment of debt.

  * Completion of a $5 billion, five-year revolving credit
    facility with a syndicate of banks, which provides an
    additional source of backup liquidity.  The facility is
    expected to remain generally undrawn.

As detailed on an October 28 regulatory filing with the U.S.
Securities and Exchange Commission, New GM expects to implement
these capital actions, conditional upon completion of the
automaker's public offering:

   -- Purchase of Series A Preferred Stock.  The Company entered
      into an agreement with the U.S. Department of Treasury on
      October 27, 2010, to purchase 83.9 million shares of its
      Series A 9% Fixed Rate Cumulative Perpetual Preferred
      Stock held by the Treasury.  The Company agreed to
      purchase the shares of Series A Preferred Stock at a
      purchase price equal to 102% of their approximately $2.1
      billion aggregate liquidation amount.  The purchase of the
      Series A Preferred Stock is contingent upon the completion
      of the Public Offering.  Assuming completion of the Public
      Offering, the Company intends to purchase the Series A
      Preferred Stock on the first dividend payment date for the
      Series A Preferred Stock after the completion of the
      Public Offering.  The next scheduled dividend payment date
      for the Series A Preferred Stock is December 15, 2010.
      The Company expects to record a $0.7 billion charge to Net
      Income attributable to common stockholders for the
      difference between the purchase price and the recorded
      value of the shares of Series A Preferred Stock.

   -- Contribution of Cash and Common Stock to U.S. Hourly and
      Salaried Pension Plans.  After the Public Offering, the
      Company plans to contribute $4 billion in cash and
      $2 billion of its common stock to its U.S. hourly and
      salaried pension plans.  The stock contribution is
      contingent upon the U.S. Department of Labor review and
      approval and the number of shares of common stock
      contributed would be determined based upon the offering
      price of the Company's shares of common stock in the
      Public Offering.  The stock contribution will be valued as
      a plan asset for pension funding purposes at the time of
      contribution and for balance sheet purposes when the
      shares become fully transferable.

   -- Termination of Wholesale Advance Financing Arrangements.
      Under wholesale financing arrangements, New GM's U.S.
      dealers typically borrow money from financial institutions
      to fund their vehicle purchases from GM.  Subject to
      completion of the Public Offering, New GM expects to
      terminate a wholesale advance agreement which provides for
      accelerated receipt of payments made by Ally Financial,
      Inc. on behalf of GM's U.S. dealers pursuant to a
      wholesale financing arrangement with dealers.  Similar
      modifications will be made in Canada.  The wholesale
      advance agreements cover the period for which vehicles are
      in transit between assembly plants and dealerships.  Upon
      termination, GM will no longer receive payments in advance
      of the date vehicles purchased by dealers are scheduled to
      be delivered, resulting in an increase of up to $2 billion
      to GM's accounts receivable balance, depending on sales
      volumes and certain other factors in the near term, and
      the related costs under the arrangements will be
      eliminated.

The repayment of the Voluntary Employee Beneficiary Association
Note, purchase of Series A Preferred Stock from the UST, cash and
stock contributions to the pension plans and termination of
wholesale advance financing arrangements will enable the Company
to reduce leverage by $11 billion and reduce net interest and
preferred dividends by $0.5 billion per year, the Company noted.

GM Vice president of financial and treasurer Dan Ammann further
related, "We will have approximately $24 billion of total
liquidity as of June 30, 2010 pro forma for those actions, our
AmeriCredit acquisition and excluding any public offering
proceeds."

The actions move GM a step closer to paying the $49.5 billion
bailout money, Reuters notes.  Reuters points out that the actions
are by far the most significant actions the company has ever taken
since Dan Akerson took over as CEO.

According to the Treasury, GM's purchase of the preferred shares
at 102% purchase price will result to $9.5 billion being returned
to the taxpayers, Reuters relates.  Specifically, the repayments
are made up of $6.7 billion of debt, $2.1 billion for preferred
shares and $700 million in interest and dividends, Reuters
explains.  That leaves, Reuters notes, the U.S. government's
$40 billion investment in 60.8% of GM common stock as the last
remaining portion of taxpayer funding from the bailout.

Joe Phillipi, principal at New Jersey-based consulting firm
AutoTrends Inc., told Bloomberg News that GM's intent to pay down
those obligations means that its cash flow must be improving.

Mr. Akerson has vowed that GM would do its level best to repay the
U.S. taxpayers, Reuters adds.

                        About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: New GM Obtains $5 Bil. Loan From Citigroup
----------------------------------------------------------
General Motors Company, through its subsidiary, General Motors
Holdings LLC, entered into a five-year, $5 billion secured
revolving credit facility with Citigroup Global Markets Inc. and
Banc of America Securities LLC, as joint lead arrangers; Citibank,
N.A., as the administrative agent; Bank of America, N.A., as the
syndication agent; and a syndicate of lenders, according to a
regulatory filing with the Securities and Exchange Commission on
October 28, 2010.

The Secured Revolving Credit Facility dated October 27, 2010,
includes a letter of credit sub-facility of up to $500 million.

Nick S. Cyprus, vice president, controller and chief accounting
officer notes that while the Company does not believe the proceeds
of the secured revolving credit facility are required to fund
operating activities, the facility is expected to provide
additional liquidity and financing flexibility.  Availability
under the secured revolving credit facility is subject to
borrowing base restrictions, he relates.

The salient terms of the Secured Revolving Credit Facility are:

  (1) The Company and certain of GM Holdings' domestic
      subsidiaries guaranteed GM Holdings' obligations under the
      Secured Revolving Credit Facility.  The obligations under
      the Secured Revolving Credit Facility are secured by
      substantially all GM Holdings' and the subsidiary
      guarantors' domestic assets, including accounts
      receivable, inventory, property, plant, and equipment,
      real estate, intercompany loans, intellectual property,
      trademarks and direct investments in Ally Financial, Inc.
      and are also secured by the equity interests of the
      direct, "first-tier" domestic subsidiaries of GM Holdings
      and of the subsidiary guarantors and up to 65% of the
      voting equity interests in certain direct, "first-tier"
      foreign subsidiaries of GM Holdings and of the subsidiary
      guarantors, subject to certain exceptions.

  (2) The collateral securing the Secured Revolving Credit
      Facility does not include, among other assets, cash, cash
      equivalents, marketable securities, as well as General
      Motors Financial Company, Inc., f/k/a AmeriCredit Corp.,
      GM's investment in Delphi Automotive LLP and GM's equity
      interests in its Chinese joint ventures and in GM Daewoo
      Auto & Technology, Inc. and in the direct or indirect
      owners of those equity interests.

  (3) Subject to certain terms and conditions in the Secured
      Revolving Credit Facility, including compliance with the
      borrowing base requirements and certain other covenants,
      GM Holdings will be able to add one or more pari passu
      first-lien loan facilities.

  (4) GM Holdings will also have the ability to secure up to
      $2 billion of certain obligations of GM Holdings and its
      subsidiaries that GM Holdings may designate from time to
      time as additional pari passu first-lien obligations.
      Second-lien debt is generally allowed but second lien debt
      maturing prior to the final maturity date of the secured
      revolving credit facility is limited to $3 billion in
      outstanding obligations.

  (5) Interest rates on obligations under the Secured Revolving
      Credit Facility are based on prevailing per annum interest
      rates for Eurodollar loans or an alternative base rate
      plus an applicable margin, in each case, based upon the
      credit rating assigned to the debt evidenced by the
      secured revolving credit facility.

  (6) The Secured Revolving Credit Facility contains minimum
      liquidity covenants, which require GM Holdings to maintain
      at least $4 billion in consolidated global liquidity and
      at least $2 billion in consolidated U.S. liquidity.

These events are considered events of defaults under the Secured
Revolving Credit Facility, including:

  * the failure to pay principal at the stated maturity,
    interest or any other amounts owed under the secured
    revolving credit agreement or related documents;

  * the failure of certain of GM Holdings' representations or
    warranties to be correct in all material respects;

  * the failure to perform any term, covenant or agreement in
    the Secured Revolving Credit Agreement or related documents;

  * the existence of certain judgments that are not vacated,
    discharged, stayed or bonded;

  * certain cross defaults or cross accelerations with certain
    other debt;

  * certain defaults under the Employee Retirement Income
    Security Act;

  * a change of control;

  * certain bankruptcy events; and

  * the invalidation of the guarantees.

In addition, the Secured Revolving Credit Facility contemplates
up-front fees, arrangement fees, and ongoing commitment and other
fees customary for transactions of this nature.

Mr. Cyprus discloses that some of the lenders under the Secured
Revolving Credit Facility and their affiliates have various
relationships with the Company and its subsidiaries, including GM
Holdings, involving the provision of financial services, including
cash management, investment banking, trust and leasing services.
The Company and its subsidiaries, including GM Holdings, may enter
into foreign exchange and other derivative arrangements with
certain of the lenders and their affiliates, he adds.

As a condition precedent to entering into the Secured Revolving
Credit Facility, GM Holdings was required to prepay the
outstanding note payable to the UAW Retiree Medical Benefits
Trust, Mr. Cyprus says.  Thus, on October 26, 2010, GM Holdings
repaid in full the outstanding principal amount of the VEBA Note
of about $2.8 billion.  Following repayment, all covenants and
compliance requirements with respect to the VEBA Note no longer
apply to GM Holdings, he relates.  The VEBA Note was held at a
premium.  GM will record a non-cash gain on the early
extinguishment of debt totaling $0.2 billion in the fourth quarter
of 2010, he says.

                        About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: New GM Wants to Enforce Sale Order to Enjoin UAW
----------------------------------------------------------------
General Motors LLC ("New GM") asks Judge Robert Gerber of the
U.S. Bankruptcy Court for the Southern District of New York to
enforce the July 2009 Sale Order to enjoin the prosecution of a
lawsuit filed by the International Union, United Automobile,
Aerospace, and Agricultural Implement Workers of America against
the company.

As part of an overall strategy to reduce operating costs and
consummate a sale of the assets of the debtors and debtors-in-
possession in the Debtors' Chapter 11 cases, New GM, as purchaser
of those assets, entered into a settlement agreement with the UAW
by which a new Voluntary Employees' Beneficiary Association trust
was established to satisfy the Debtors' obligations regarding the
provision of post-employment medical benefits to UAW retirees.
New GM, as the buyer of the Debtors' assets, would make
substantial contributions to the New VEBA as outlined in the
agreement and in the motion seeking approval of the sale.

New GM's obligations to the New VEBA as detailed in the UAW
Retiree Settlement Agreement consist of an almost immediate
transfer of more than $10 billion in cash and equity in New GM.
A singular component of that agreement, however, was its express
and repeated admonition that New GM's obligations to make
contributions to the New VEBA were "fixed and capped" at the
amount and structure of the specific payments denominated in the
agreement -- and no more, Lisa G. Laukitis, Esq., at Jones Day,
in New York, tells the Court.

Provisions of the UAW Retiree Settlement Agreement evidencing
New GM's fixed payment obligations include:

  (a) "[New GM's] financial obligation and payments to the New
      Plan and New VEBA are fixed and capped by the terms of
      this Settlement Agreement. . . . Pursuant to this
      Settlement Agreement, [New GM] shall have the following,
      and only the following, obligations to the New VEBA and
      the New Plan . . . ."

  (b) "The UAW, acting on its own behalf and as the authorized
      representative of the Class and the Covered Group, also
      agrees not to seek to obligate [New GM] to: (i) provide
      any additional payments to the New VEBA other than those
      specifically required by this Settlement Agreement . . ."

  (c) "[A]ll obligations of [New GM] . . . and all provisions of
      applicable collective bargaining agreements, contracts,
      letters and understandings in any way related to Retiree
      Medical Benefits for the Class and the Covered Group are
      terminated on the Implementation Date, or otherwise
      amended so as to be consistent with this Settlement
      Agreement . . . ."

  (d) "This Settlement Agreement constitutes the entire
      agreement between the parties regarding the matters set
      forth herein, and no representations, warranties or
      inducements have been made to any party concerning this
      Settlement Agreement, other than representations,
      warranties and covenants contained and memorialized in
      this Settlement Agreement."

  (e) "This Settlement Agreement supersedes any prior
      understandings, agreements or representations by or
      between the parties, written or oral, regarding the
      matters set forth in this Settlement Agreement."

Ms. Laukitis relates that the UAW now seeks to force New GM to
make an additional $450 million contribution to the New VEBA
based not upon the "fixed and capped" commitments of the
integrated UAW Retiree Settlement Agreement, but upon an entirely
separate and contingent alleged obligation contained in an
agreement between the Debtors, Delphi Corporation and the UAW
entered in 2007.

Any contingent obligation in that 2007 agreement calling for
contributions to a VEBA has been superseded and extinguished by
the express terms of the UAW Retiree Settlement Agreement that
establish and limit New GM's payment obligations to the New VEBA,
Ms. Laukitis asserts.  The fact that the UAW's demand for the
Additional VEBA Payment is precluded by the express terms of the
UAW Retiree Settlement Agreement is dispositive, she adds.

Nevertheless, if the Court were to determine otherwise, the
express conditions precedent to the Additional VEBA Payment have
never been satisfied, New GM argues.  For this independent
reason, the UAW's demand for the Additional VEBA Payment must
fail, New GM asserts.

        UAW Seeks Status Conference on Motion to Enforce;
        New GM Wants Efforts in Michigan Suit Suspended

James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton LLP,
in New York, counsel to UAW, sent a letter to Judge Gerber
requesting for a status conference with respect to New GM's
Motion to Enforce.

Mr. Bromley related to Judge Gerber that the issues in the Motion
to Enforce have already been joined in a pending lawsuit
commenced in April 2010 in the U.S. District Court for the
Eastern District of Michigan, captioned UAW vs. General Motors,
LLC (Case No. 2:10-cv-11355-AC).  He said New GM has answered
UAW's Complaint asserting an affirmative defense of lack of
subject matter in favor of the Bankruptcy Court.  The UAW, he
added, has filed a motion to strike that affirmative defense.

Mr. Bromley said a status conference in the Michigan Litigation
is scheduled for November 3, 2010.

New GM, in a response letter, said it has no objection to
scheduling adjustments on its Motion to Enforce.  The company,
however, reiterated that, UAW, by filing the Michigan Litigation,
has violated the Bankruptcy Court's reservation of exclusive
jurisdiction to interpret and enforce both the Sale Order and the
UAW Retirement Settlement Agreement.

New GM asserted that extension of the briefing schedule on the
Motion to Enforce should be conditioned upon the UAW's suspension
of all efforts in the Michigan Litigation to have any matter
adjudicated until the Bankruptcy Court has a chance to rule on
the Motion to Enforce.

                      Delphi Reacts

Counsel to DPH Holdings Corp. f/k/a Delphi Corp., John Wm.
Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in Chicago, Illinois -- jack.butler@skadden.com -- argues that
the Bankruptcy Court presiding Delphi's Chapter 11 case is the
right court to determine issues relating to orders it entered and
agreements it approved.

Mr. Butler notes that New GM asks, in the alternative, that the GM
Bankruptcy Court interpret the order entered in the Delphi
Bankruptcy Court approving the 2007 Delphi Restructuring MOU.
This argument, he argues, is inconsistent with New GM's position
that a Bankruptcy Court Judge should interpret his or her own
order, and is contrary to the exclusive jurisdiction set forth in
Delphi's Modified First Amended Joint Plan of Reorganization.

Mr. Butler also points out that New GM mentioned in the Motion to
Enforce its entry into a settlement agreement with the UAW,
whereby a new Voluntary Employees' Beneficiary Association trust
was established.   The UAW believes that New GM is obligated to
pay to the New VEBA an additional $450 million on account of
liability owed pursuant to the 2007 Delphi Restructuring MOU.  If
the GM Bankruptcy Court does not need to rule on the 2007 Delphi
Restructuring MOU to resolve this matter, then this Limited
Objection would be moot, he says.  He clarifies that neither
Delphi nor DPH Holdings were a party to the UAW Retiree
Settlement Agreement.

To the extent that an interpretation of the 2007 Delphi
Restructuring MOU or any order entered by the Delphi Bankruptcy
Court is necessary, the GM Bankruptcy Court should refrain from
ruling on that question and require New GM to seek redress on that
issue with the Delphi Bankruptcy Court, Mr. Butler maintains.

DPH Holdings filed a corrected exhibit "A" that will replace the
Exhibit A previously filed with the objection.  The original and
amended Exhibit A contained a July 19, 2007 order on the 2007
Delphi MOU and related exhibits.  A full-text copy of the Amended
Exhibit A is available for free at:

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

                        *     *     *

Judge Gerber said he has conferred with Judge Cohn, who is
presiding over Delphi's bankruptcy case, to avoid any clash of
jurisdiction.  Judge Gerber noted that he will still decide the
threshold issues as to whether he has exclusive jurisdiction over
the underlying controversy and, if so, whether he should exercise
it.  Judge Gerber will provide for appropriate time for the
parties to represent their positions on those issues.

"My directions to the parties in [the] conference call remain
unchanged," Judge Gerber said.  "But for the avoidance of doubt, I
am expressly declaring that New GM and the UAW are authorized to
attend the upcoming conference before Judge Cohn and any other
conferences he might desire and of course, to brief him, as he
considers appropriate, on the proceedings that took place before
me, and on the schedule for the briefing and hearing of the
threshold issues I will determine," Judge Gerber related.

                        About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Judge Denies Hearing Delay vs. Ohio Dealers
-----------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York denied the request of Rose Chevrolet, Inc.;
Halleen Chevrolet, Inc., and Andy Chevrolet Company to adjourn the
hearing on General Motors, LLC's Motion to Enforce Sale Order on
the Ohio Dealers, citing the proximity and importance of the
October 31 date.

The Ohio Dealers made the request pending the determination by
Judge Robert J. Patterson of the U.S. District Court for the
Southern District of New York of Rally Auto Group, Inc.'s stay
request.

Counsel to the Ohio Dealers and Rally, Steven Blatt, Esq., at
Bellavia Gentile & Associates, LLP, in Mineola, New York, pointed
out that the issues raised by the parties in the Motion to Enforce
Sale Order on Rally are virtually identical to the issues raised
by the parties in the Motion to Enforce Sale Order on Ohio
Dealers.  After Judge Gerber ruled against Rally, it filed a
motion for stay pending appeal under Rule 8005 of the Federal
Rules of Bankruptcy Procedure.  The Rally Stay Motion was only
recently argued before Judge Patterson, he stressed.  Judge
Patterson advised the parties that he would render his decision on
the Rally Stay Motion within the next few days, he said.

In response, Jeffrey J. Jones, Esq., at Jones Day, in Columbus,
Ohio, counsel to New GM, contended that the mere prospect that the
District Court should stay the Bankruptcy Court's Rally decision
does not provide grounds to delay resolution of the pending
motions.  New GM thus proposed that the hearing proceed as
scheduled or the Bankruptcy Court enter the Rally Order and apply
that order to the Ohio Dealers without another oral hearing.
Alternatively, New GM would be willing to agree to adjourn the
hearing on the Motion to Enforce until Judge Patterson rules on
the Rally Stay Motion assuming the parties agree that no other
requests for relief or other filings will be made in any other
forum by the Ohio Dealers until the Court decides the Ohio Dealers
Motion to Enforce, he said.

Judge Gerber, however, recognized that on the Ohio Dealers'
issues, he might benefit from any thinking Judge Patterson might
express on the Rally Stay Motion, especially since the Ohio
Dealers' issues are virtually identical to those he decided on the
Rally matter.

Judge Gerber further held that if Judge Patterson has not yet
ruled on the Rally Stay Motion before the October 26 hearing, both
parties should be prepared to address what is the best way to deal
with New GM's need for a ruling on the merits on the Ohio Dealers'
matter.  Specifically, Judge Gerber ruled that the parties should
be prepared to address his inclination to consider the Ohio
Dealers' matter indistinguishable in any legally cognizable
respect from the Rally matter and thus to rule similarly -- but
also to be willing to reconsider his ruling to the extent
warranted as a consequence of any later ruling by Judge Patterson,
without requiring any party to make the showing required for
relief under Rule 60(b) of the Federal Rules of Bankruptcy
Procedure.

In a related order dated November 1, 2010, Judge Gerber granted
New GM's Motion to Enforce Sale Order against the Ohio Dealers.
Judge Gerber thus directed each of the Ohio Dealers to:

   (i) dismiss the actions initiated by the Ohio Dealers in the
       U.S. District Court for the Northern District of Ohio
       immediately after the expiration of the stay of this
       order;

  (ii) perform all of their obligations as set forth in the
       Wind-Down Agreements; and

(iii) cease and desist from prosecuting the claims asserted in
       the Ohio Dealers Actions and from taking any action or
       attempting in any way to avoid the terms of the Wind-Down
       Agreements.

The Ohio Dealers will file with the Clerk of the Bankruptcy Court
evidence of the dismissal of the Actions immediately after the
expiration of the Stay.

Judge Gerber acknowledge that, by agreement of the parties, if
any of the Ohio Dealers chooses to appeal from the November 1
order, it will inform the clerk of the New York District Court
that its appeal is related to Rally's appeal, including, without
limitation, by making that designation in any forms filed in
connection with the appeal so that the Ohio Dealers appeals will
be heard by Judge Patterson, who is deciding the Rally Appeal.

The Bankruptcy Court will retain exclusive jurisdiction to hear
and determine all matters arising from or related to the November
1 Order, including determination of the amount of costs and
reasonable attorneys fees, if any, to be awarded to New GM
pursuant to Wind-Down Agreements upon the filing of a separate
application of New GM.  Nothing in the November 1 Order will also
preclude the Ohio Dealers from seeking relief with respect to the
November 1 order in the New York District Court, or any of its
appellate court, Judge Gerber clarified.

The parties have agreed that the November 1 Order will be stayed
and the effective date of termination under the Wind-Down
Agreements executed by the Ohio Dealers will be stayed until the
date on which Judge Patterson issues its decision on the Rally
Stay Motion, and that that stay will expire and the November 1
Order will take full force and effect on that date.  However, if
the Decision extends the Stay, the November 1 Order will be
further stayed to the extent set forth in the Decision.  The Ohio
Dealers have also agreed to waive their right to seek a separate
stay of the November 1 Order and will, receive a stay of this
order co-extensive with the stay afforded to Rally, Judge Gerber
said.

The Ohio Dealers will also be prohibited from seeking relief with
respect to the Ohio Dealer Actions, the subject matter of the New
GM Motion to Enforce or the November 1 Order in any court,
agency, or tribunal including, without limitation, the Ohio
District Court, other than, subject to the Consent, the
Bankruptcy Court, the New York District Court or any of its
appellate court.

The Ohio Dealers formally filed a joint notice of non-voluntary
dismissal of the Actions before the Ohio District Court.

Rally separately asks the U.S. District Court for the Central
District of California to dismiss its petition to modify or
vacate an arbitration award per the Bankruptcy Court's November 1
order.

                    Leson Gives Updates on Dispute

In another letter, counsel to Leson Chevrolet Company, Inc.,
Jeffrey A. Cooper, Esq., at Carella, Byrne, Cecchi, Olstein, Brody
& Agnello, P.C., in Roseland, New Jersey, wrote to apprise the
Court of developments that have occurred since the filing of
Leson's response to the Motion to Enforce Sale Order.

On October 20, 2010, after counsel for GM and Leson presented oral
argument regarding the merits of the stay, the U.S. District Court
for the Eastern District of Louisiana lifted its stay and
definitively remanded Leson's claim to the Louisiana Motor Vehicle
Commission.  In light of the remand, the LMVC is exercising its
jurisdiction over Leson's reinstated dealership and has set a pre-
hearing conference in the Leson/GM matter for October 28, 2010.

Leson believes that the LMVC's exercise of jurisdiction is in
accordance with the Sale Order requiring that, "Any disputes that
may arise under the Participation Agreements will be adjudicated
on a case by case basis in an appropriate forum other than the
Court, Mr. Cooper asserts.  He insists that Leson is akin to a
Participating Dealer rather than a Deferred Termination Dealer.
He reminds the Court that Judge Gerber went on to hold that,
"[n]othing contained in the preceding two paragraphs will impact
the authority of any state or of the federal government to
regulate Purchaser subsequent to the Closing."

            Court Rules on Motion to Enforce vs. Leson

Judge Gerber found that certain of the issues raised in the
Motion to Enforce Sale Order against Leson are resolved.  Thus,
Judge Gerber directed:

  (1) Leson and all persons acting in concert with it will cease
      and desist from prosecuting the Leson Action, including,
      without limitation, taking steps as is necessary to cancel
      any hearing or pre-hearing related to the Leson Action;
      and

  (2) Leson to dismiss the Leson Action immediately and filed
      with the Clerk of the Bankruptcy Court evidence of that
      dismissal.

Judge Gerber also enjoined, restrained and prohibited New GM and
all persons acting in concert with it or on its behalf, pending a
further order of the Bankruptcy Court from terminating or
cancelling the Leson dealer agreement.

The Bankruptcy Court said it retains exclusive jurisdiction to
hear and determine all matters arising from or related to the
Leson Action, the Motion to Enforce and this order; provided,
that nothing set forth in this order will:

  (a) preclude Leson from seeking relief with respect to this
      order in the New York District Court, or its appellate
      court; and

  (b) constitute a determination that this order is
      interlocutory or final, or that Leson may appeal this
      order at this time.

All matters relating to the Motion to Enforce not addressed by
this order will be the subject of one or more subsequent orders
issued by the Bankruptcy Court, Judge Gerber stated.

This order is effective, nunc pro tunc to October 26, 2010.

                        About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GERMANTOWN SETTLEMENT: U.S. Trustee Wants Case Converted to Ch. 7
-----------------------------------------------------------------
George M. Conway, the U.S. Trustee, asked a federal bankruptcy
judge to convert Germantown Settlement's bankruptcy case from
Chapter 11 reorganization to Chapter 7 liquidation, Christopher K.
Hepp at The Philadelphia Inquirer reports.  The Trustee cited the
Settlement's failure to file monthly operating reports with the
court, financial inability to operate its properties, and
unconfirmability of its reorganization plan.

As reported in the Troubled Company Reporter, citing reporting by
the Philadelphia Inquirer, the bankruptcy judge has ordered that
Germantown Settlement's subsidiary, Greater Germantown Housing
Development Corp., be converted into Chapter 7 liquidation.  The
judge held the subsidiary in contempt of court for refusing to
sign a loan agreement to keep it afloat while in bankruptcy.

According to the report, Judge Raslavich warned that he would
order the arrest of Emanuel V. Freeman, president of both
Settlement and GGHDC, if he did not sign the agreement or appear
in court tomorrow, November 9, 2010.

The Philadelphia Inquirer reports that late in October another
Settlement subsidiary, Greater Germantown Education Development
Corp., had its bankruptcy case dismissed, allowing its creditors
to begin seizing property that had once served as the Germantown
Settlement Charter School.

                    About Germantown Settlement

Germantown Settlement is a social-service provider funded by
taxpayers in Philadelphia.

Philadelphia, Pennsylvania-based Germantown Settlement, aka
Germantown Community Center, filed for Chapter 11 protection
(Bankr. E.D. Pa. Case No. 10-12615) on April 1, 2010.  Its
affiliate, Greater Germantown Housing Development Corporation,
also filed for Chapter 11 bankruptcy protection  (Bankr. E.D. Pa.
Case No. 10-12614).  Germantown Settlement estimated its assets
and debts at $1 million to $10 million as of the petition date.
Greater Germantown estimated its assets and debts at $10 million
to $50 million.

Judge Bruce I. Fox presides over the Chapter 11 cases.  Albert A.
Ciardi, III, Esq., and Thomas Daniel Bielli, Esq., at Ciardi
Ciardi & Astin, P.C., serve as the Debtors' counsel.


GLOBAL CROSSING: Moody's Assigns 'Caa2' Rating to Senior Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Global
Crossing Limited's new $150 million 8-year senior unsecured notes
due 2019.  Since the new notes effectively replace $144 million of
convertible notes due in early 2011, the transaction is neutral to
Global Crossing's credit profile.  Accordingly, the company's B3
corporate family and probability of default ratings were affirmed.
Further, since the new notes replace the loss absorption capacity
ranking behind the company's $750 million of senior secured notes
(currently provided by the convertible notes), the senior secured
notes' B2 ratings were also affirmed.  As well, since the
transaction allows the company's substantial cash position to be
maintained, the existing SGL-2 speculative grade liquidity rating
(indicating good liquidity arrangements) was also affirmed.

                        Ratings Rationale

Moody's rates another entity in the Global Crossing family, Global
Crossing (UK) Finance plc (GCUK; B3 Stable).  The transactions
have no ratings impact on GCUK.

Global Crossing's B3 ratings are influenced primarily by the
company's participation in a highly competitive telecommunications
arena, its relatively poor EBITDA margins, limited free cash
generating capacity, and significant debt load.

The combination implies relatively weak interest coverage and debt
repayment capacity.  The rating also accounts for the company's
unique network footprint and solid internet protocol (IP) product
offering together with the expectation that demand for IP-based
broadband capacity will continue to grow and cause the company's
cash flow stream to expand.  However, while Moody's expect the
cash flow stream to expand, Moody's also expect that various
growth initiatives -- organic and inorganic -- will likely limit
free cash generation and debt repayment capacity.  The rating also
anticipates that the company will continue to maintain good
liquidity via a large cash balance to assure its ability to
weather short term shocks and minimize refinance risk.  In this
regard, Moody's view the new senior unsecured notes issue as
maintaining the company's cash pool and resulting financial
flexibility.  While the cash may be used to ultimately initiate
the refinance of GCUK's debt at the Global Crossing level --
something Moody's would view as a positive action -- there is also
the potential of the cash being used to fund acquisitions or
returns to shareholders.  With the company having only a tentative
ability to be free cash flow positive, Moody's would view a return
of capital as adversely affecting Moody's ratings assessment.  And
since Global Crossing has limited experience making material
acquisitions and telecommunications acquisitions are notoriously
difficult to successfully integrate, Moody's would take a very
cautious perspective on material acquisition activity.

This summarizes Global Crossing's ratings and the rating actions:

Assignments:

Issuer: Global Crossing Limited

  -- Senior Unsecured Regular Bond/Debenture, Assigned Caa2 (LGD5,
     84%)

Other Rating/Outlook Actions:

  -- Corporarte Family Rating, Affirmed at B3

  -- Probability of Default Rating, Affirmed at B3

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

  -- Senior Secured Regular Bond/Debenture, Affirmed at B2 with
     the loss given default assessment revised to (LGD3, 33%) from
     (LGD3, 35%)

  -- Outlook, Unchanged at Stable

Moody's most recent rating action for GCL was December 16, 2009,
when, among other things, the company's CFR and PDR were upgraded
to B3 from Caa1.

                          Rating Outlook

Upwards rating migration is likely to be most influenced by margin
expansion that, in turn, could fuel free cash flow, while
downwards ratings migration would most likely result from adverse
liquidity developments.  Since Moody's do not expect either of
these parameters to change significantly over the ratings horizon,
the ratings outlook is stable.

                What Could Change the Rating -- Up

Together with favorable macroeconomic conditions, stable or
positive developments at GCUK and GC Impsat, and with the support
of good liquidity arrangements, positive ratings pressure could
develop with margin expansion and continued cash flow self-
sustainability progress.  This would be reflected in FCF/TD
migrating towards 5% and (EBITDA-CapEx)/IntExp migrating towards
1.5x (in both cases, on a sustained basis measured with Moody's
standard adjustments).

               What Could Change the Rating -- Down

Conversely, should the company's progress falter, or should
liquidity be eroded or should potential support/value from
subsidiary operations deteriorate, the ratings could come under
downwards pressure.  Failure to demonstrate cash flow self-
sustainability with FCF/TD > 0% and (EBITDA-CapEx)/IntExp > 1.0x
would be quantitative evidence of this (in both cases, on a
sustained basis measured with Moody's standard adjustments).

Headquartered in Hamilton, Bermuda and with administrative offices
in Florham Park, New Jersey, Global Crossing Limited offers
Internet Protocol and legacy telecommunications services in most
major business centers in the world.


GRAHAM PACKAGING: Reports $4.14-Mil. Net Loss in 3rd Quarter
------------------------------------------------------------
Graham Packaging Company Inc. filed its quarterly report on Form
10-Q with the Securities and Exchange Commission.

According to the Troubled Company Reporter on Nov. 9, 2010, the
Company said in an earnings release that 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

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e2d

                      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.


GULF 255: District Court Rejects Appeal to Reopen Bankruptcy Case
-----------------------------------------------------------------
The Hon. G. Patrick Murphy of the U.S. District Court for the
Southern District of Illinois affirms the Bankruptcy Court's
decision closing the Chapter 11 bankruptcy case of Gulf 255 Inc.,
and rejects an appeal from Nick Jakich and Jay Dunlap.

In November 2009, Messrs. Dunlap and Jakich filed several motions
seeking discovery of fraud upon the Bankruptcy court.  In December
2009, the Bankruptcy Court denied those motions, finding that the
Chapter 11 Trustee had reasonably exercised his business judgment
in not seeking discovery.

In October 2006, four creditors of Golf 255, Inc., filed a
petition for involuntary Chapter 11 bankruptcy in the United
States Bankruptcy Court for the Southern District of Illinois.
The bankruptcy court heard testimony on the involuntary petition,
entered an order for relief and appointed Robert Eggmann as
Chapter 11 trustee.  In February 2007, the bankruptcy court
entered an order granting the Trustee's motion to sell
substantially all of the debtor's assets.  In April 2010, the
Bankruptcy Court entered an order closing the case.

A copy of the Court's memorandum and order, dated October 26,
2010, is available at http://is.gd/gVtrkfrom Leagle.com.


HAMBONE DOG: Plan Confirmation Hearing Set for December 21
----------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina will convene a hearing on
December 21, 2010, at 2:00 p.m., to consider the confirmation of
Hambone Dog Properties, LLC's Plan of Reorganization.  Objections,
if any, to the confirmation of the Plan are due December 15.

December 20 is fixed as the last day for filing written
acceptances or rejections of the Plan.

The Court conditionally approved the Disclosure Statement which
contemplates a reorganization of the Debtor's assets and
liabilities.  In accordance with the Plan, the Debtor intends to
satisfy certain creditor claims from funds on hand, from
postpetition earnings, and from the sale of property.

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

                 About Hambone Dog Properties, LLC

Sanford, North Carolina-based Hambone Dog Properties, LLC, filed
for Chapter 11 bankruptcy protection on July 6, 2010 (Bankr.
E.D. N.C. Case No. 10-05375).  Nigle B. Barrow, Jr., Esq., who has
an office in Raleigh, North Carolina, represents the Debtor.  The
Company disclosed $16,679,610 in assets and $12,159,710 in
liabilities as of the Petition Date.


HANE MANAGEMENT: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hane Management Services, Inc.
        2608 S.Robins Bow
        Bloomington, IN 47401

Bankruptcy Case No.: 10-16857

Chapter 11 Petition Date: November 9, 2010

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Terry L. English, Esq.
                  820 N College Ave
                  Bloomington, IN 47404
                  Tel: (812) 334-2192
                  Fax: (812) 334-3675
                  E-mail: barrister@bluemarble.net

Scheduled Assets: $3,658,175

Scheduled Debts: $769,557

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/insb10-16857.pdf

The petition was signed by Delbert Craig Hane, president.


HANESBRANDS INC: Moody's Raises Ratings on Senior Loan From 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service upgraded Hanesbrands, Inc's. senior
secured revolving credit facility rating to Baa3 from Ba1.
Moody's also affirmed the company's Ba3 Corporate Family and
Probability of Default ratings, B1 senior unsecured note rating,
and SGL-2 Speculative Grade Liquidity rating.  The rating outlook
is stable.

                        Ratings Rationale

The upgrade of Hanesbrands' $600 million senior secured revolving
credit facility to Baa3 reflects the further increase in credit
support to the revolver that will occur from the upsizing of the
company's new senior unsecured notes to $1 billion from $750
million.  On November 4, 2010 Hanesbrands announced that had
priced an aggregate of $1 billion of new senior unsecured notes
due 2020.  Proceeds from the bond offering will be used to repay a
$691 million secured term loan in full with the balance of
proceeds used to repay amounts outstanding under the revolver.
Pro forma for the bond offering, there will be approximately $130
million outstanding under the revolver.

Hanesbrands' Ba3 Corporate Family Rating reflects the company's
significant scale of operation, its portfolio of well known brands
and the benefits of a vertically integrated supply chain.  The
rating also takes into consideration the relatively stable demand
for the basic apparel products sold by the company, as well as the
commoditized nature of the product categories in which the company
competes.  Hanesbrands' ratings are constrained by its moderate
financial leverage with debt/EBITDA in the low 4 times range in
the most recent LTM period and high customer concentration, with
three large retailers accounting for over 50% of FY 2009 sales.

The stable rating outlook anticipates that Hanesbrands will
continue to realize benefits from its significant investment in
the reconfiguration of its global supply chain.  Additionally,
Moody's expects the company will successfully integrate the
recently acquired "Gear For Sports" business, and continue to
deleverage, albeit not at a sufficient pace to justify a higher
rating in the near-term.  The stable outlook also acknowledges
rising product costs, especially for cotton.  While the company is
taking cost and pricing actions to address input cost increases,
the ability to pass through pricing may be challenged given the
overall weak environment for consumer spending.

The ratings could be upgraded if Hanesbrands continues to improve
its leverage and continues to demonstrate further improvement in
performance as a result of cost savings achieved from its global
manufacturing reconfiguration.  Quantitatively, ratings could be
upgraded if reported operating margins are sustained above 10%,
debt/EBITDA is sustained below 3.5 times, and EBITDA/interest is
sustained above 3.25 times.

Ratings could be lowered if the company's margins were to
materially erode or if continued increases in raw materials are
not offset by other cost savings or other actions to preserve
margins.  Quantitatively if debt/EBITDA is likely to be sustained
above 5 times or EBITDA/interest is sustained below 2.7 times,
ratings could be lowered.  Ratings could also be lowered if there
were any erosion in the company's liquidity profile.

This rating was upgraded:

  -- $600 million senior secured revolving credit facility
     expiring 2013 to Baa3 (LGD 1, 5%) from Ba1 (LGD 2, 21%)

These ratings were affirmed and LGD assessments amended where
applicable:

  -- Corporate Family Rating at Ba3

  -- Probability of Default Rating at Ba3

  -- $491million senior unsecured floating rate notes due 2014 at
     B1 (to LGD 4, 60% from LGD 4, 62%)

  -- $500 million senior unsecured notes due 2016 at B1 (to LGD 4,
     60% from LGD 4, 62%)

  -- $1 billion senior unsecured notes due 2020 at B1 (to LGD 4,
     60% from LGD 4, 62%)

  -- Speculative Grade Liquidity rating at SGL-2

This rating was withdrawn:

  -- $691 million senior secured term loan due 2015 at Ba1 (LGD 2,
     21%)

Hanesbrands Inc. is a manufacturer and marketer of branded
innerwear and outerwear apparel.  The company markets products
under the "Hanes", "Champion", "Playtex", "Bali", "Wonderbra",
"Gear For Sports" and "L'eggs" brands.  Annual revenues are
approximately $4.3 billion.


HARRISBURG, PA: Hires Bankr. Atty; Cravath to Work Pro Bono
-----------------------------------------------------------
An elite New York law firm will advise the Harrisburg City Council
about a possible bankruptcy filing for free, while a state-
appointed attorney will help city officials with immediate cash
woes as Pennsylvania's capital teeters on insolvency, Dow Jones'
Small Cap reports.

According to the report, the city council, in a 6-0 vote late
Tuesday, approved hiring Cravath, Swaine and Moore, one of two
finalists in its search for attorneys.  The report relates
Councilman Brad Koplinski said that council members were
"pleasantly surprised" by Cravath's pitching its services pro
bono, worth millions of dollars.

"We have someone in Cravath who we believe will give us a fair,
impartial view of all of our options," Mr. Koplinski said.

Mayor Linda Thompson, who opposes a bankruptcy filing, welcomes
the offer and will work with the attorneys, according to her
spokesman Chuck Ardo, the report notes.  "The firm will bring some
reality into the picture," Mr. Ardo added.

When Cravath Swaine & Moore LLP decided to counsel the city of
Harrisburg, Pa., on debt restructuring for free, the question of
what's in it for the law firm was an obvious one, Dow Jones' Small
Cap reports.  According to the report, the answer is also mostly
obvious: The New York firm will deepen its expertise in municipal
bankruptcies, and look good while it's at it, as any pro-bono work
by an elite firm in such high-profile situation is bound to carry
the intangible benefit of "doing good."  "We thought this was a
good opportunity to do something significant and challenging as
this undoubtedly will be - there aren't a whole lot of firms with
Chapter 9 experience," the report quoted Paul Zumbro, a partner in
Cravath's bankruptcy practice who has been involved with proposing
the firm's services to Pennsylvania's capital city, as saying.
Chapter 9 is the part of the Bankruptcy Code dealing with
municipalities, and it's rarely used, the report notes.

                      About Harrisburg, PA

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The City Council of Harrisburg, Pennsylvania, voted 5-2 on
September 28 to seek professional advice on bankruptcy or state
oversight.  Harrisburg needed state aid to avoid default on
$3.3 million of bond payments this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.

As reported by the Troubled Company Reporter on November 4, 2010,
Dow Jones' DBR Small Cap said Harrisburg doesn't have enough money
now to make two debt payments totaling $305,952 on November 15.
Chuck Ardo, spokesman for Mayor Linda Thompson, said the city
intends to make the payments.


HAWAIIAN AIRLINES: 9th Cir. Affirms Denial of Konop Claim
---------------------------------------------------------
In Robert C. Konop, v. Hawaiian Airlines, Inc., case no. 09-16079
(9th Cir.), Mr. Konop appeals pro se from the district court's
judgment affirming the bankruptcy court's order sustaining
Hawaiian Airlines' Second Supplemental Objection to Claim No. 72.

Circuit Judges Diarmuid O'Scannlain, Richard Tallman, and Carlos
Bea affirm the lower court ruling.  The Ninth Circuit rules that
the bankruptcy court did not err in determining that it had
jurisdiction to decide the Second Supplemental Objection to Claim
No. 72.  Further, the bankruptcy court did not err in determining
that James Gardner was a "user" under the Stored Communications
Act, who authorized James Davis to access Mr. Konop's Web site.
Because liability is not triggered by "conduct authorized" by a
"user" under the SCA, the bankruptcy court did not err by
disallowing damages alleged in Claim No. 72 based on Mr. Davis'
access to Mr. Konop's Web site using Mr. Gardner's password.

Mr. Konop was formerly employed as a pilot by Hawaiian. During his
employment, he created and maintained a Web site where he posted
bulletins regarding various work-related matters.  He controlled
access to the Web site by requiring visitors to log in with a user
name and password.  In December 1995, Hawaiian vice president
James Davis accessed the Web site using accounts from other
pilots, with their consent.  Mr. Konop alleges Mr. Davis revealed
the site's contents to both Hawaiian's president and the pilots
union.  A union representative had informed Mr. Konop that
Hawaiian's President was upset with the site's contents.

A copy of the Ninth Circuit's memorandum, dated October 27, 2010,
is available at http://is.gd/gVgwjfrom Leagle.com.

                    About Hawaiian Airlines

Hawaiian Airlines, Inc. -- http://www.hawaiianair.com/-- a
subsidiary of Hawaiian Holdings Inc. (Amex: HA), provides
passenger air service between the U.S. mainland and Hawaii.  The
company also offers nonstop service to Hawaii from more U.S.
gateway cities than any other airline, as well as service to the
Philippines, Australia, American Samoa, and Tahiti.  Hawaiian also
provides approximately 145 daily jet flights among the Hawaiian
Islands.

Hawaiian Airlines filed for Chapter 11 protection on March 21,
2003 (Bankr. D. Hawaii Case No. 03-00827).  Joshua Gotbaum serves
as the chapter 11 trustee for Hawaiian Airlines, Inc.  Mr. Gotbaum
is represented by Tom E. Roesser, Esq., and Katherine G. Leonard,
Esq., at Carlsmith Ball LLP and Bruce Bennett, Esq., Sidney P.
Levinson, Esq., Joshua D. Morse, Esq., and John L. Jones, II,
Esq., at Hennigan, Bennett & Dorman LLP.  The Bankruptcy Court
confirmed the Chapter 11 Trustee's Plan of Reorganization on
March 10, 2005.  Hawaiian Airlines emerged from Chapter 11 on
June 2, 2005.


HAWAIIAN AIRLINES: 9th Cir. Affirms Sanctions Against Konop
-----------------------------------------------------------
In Robert C. Konop, v. Hawaiian Airlines, Inc., case no. 09-15827
(9th Cir.), Mr. Konop appeals pro se from the district court's
judgment affirming the bankruptcy court's order granting a motion
by Hawaiian Airlines to enforce the confirmation order and impose
sanctions against Mr. Konop.

Circuit Judges Diarmuid O'Scannlain, Richard Tallman, and Carlos
Bea rule that the bankruptcy court did not err in granting
Hawaiian's motion to enforce the confirmation order because Mr.
Konop knowingly and intentionally brought his claims in violation
of the discharge injunction.  On the same basis, the bankruptcy
court did not abuse its discretion in imposing sanctions against
Mr. Konop.

The Ninth Circuit declines to address contentions Mr. Konop raises
for the first time on appeal, including his contention that his
wrongful termination and retaliation claims against Hawaiian do
not require the filing of an administrative claim and are not
subject to discharge, and his contention that the bankruptcy court
erred by dismissing, in effect, his claims as to non-debtor third
party defendants.

Mr. Konop was formerly employed as a pilot by Hawaiian. During his
employment, he created and maintained a Web site where he posted
bulletins regarding various work-related matters.  He controlled
access to the Web site by requiring visitors to log in with a user
name and password.  In December 1995, Hawaiian vice president
James Davis accessed the Web site using accounts from other
pilots, with their consent.  Mr. Konop alleges Mr. Davis revealed
the site's contents to both Hawaiian's president and the pilots
union.  A union representative had informed Mr. Konop that
Hawaiian's President was upset with the site's contents.

A copy of the Ninth Circuit's memorandum, dated October 27, 2010,
is available at http://is.gd/gVsnOfrom Leagle.com.

                    About Hawaiian Airlines

Hawaiian Airlines, Inc. -- http://www.hawaiianair.com/-- a
subsidiary of Hawaiian Holdings Inc. (Amex: HA), provides
passenger air service between the U.S. mainland and Hawaii.  The
company also offers nonstop service to Hawaii from more U.S.
gateway cities than any other airline, as well as service to the
Philippines, Australia, American Samoa, and Tahiti.  Hawaiian also
provides approximately 145 daily jet flights among the Hawaiian
Islands.

Hawaiian Airlines filed for Chapter 11 protection on March 21,
2003 (Bankr. D. Hawaii Case No. 03-00827).  Joshua Gotbaum serves
as the chapter 11 trustee for Hawaiian Airlines, Inc.  Mr. Gotbaum
is represented by Tom E. Roesser, Esq., and Katherine G. Leonard,
Esq., at Carlsmith Ball LLP and Bruce Bennett, Esq., Sidney P.
Levinson, Esq., Joshua D. Morse, Esq., and John L. Jones, II,
Esq., at Hennigan, Bennett & Dorman LLP.  The Bankruptcy Court
confirmed the Chapter 11 Trustee's Plan of Reorganization on
March 10, 2005.  Hawaiian Airlines emerged from Chapter 11 on
June 2, 2005.


HAWAIIAN AIRLINES: 9th Circuit Says Konop Can't Amend Claim
-----------------------------------------------------------
In Robert C. Konop, Appellant, and Official Committee of Unsecured
Creditors, Creditor, v. Hawaiian Airlines, Inc., Reorganized
Debtor - Chapter 11 Bankruptcy Case No. 03-00817, Appellee, and
Joshua Gotbaum and Office of the U.S. Trustee, Trustees, case no.
08-16128 (9th Cir.), Mr. Konop appeals pro se from the district
court's judgment affirming the bankruptcy court's order denying
Mr. Konop's motion to amend or clarify his proof of claim.

Circuit Judges Diarmuid O'Scannlain, Richard Tallman, and Carlos
Bea hold that the bankruptcy court did not clearly err by finding
that Mr. Konop's proof of claim did not include a request for
equitable relief because the claim summary focused on monetary
damages and included only a single, past-tense reference to
equitable relief.  Further, the bankruptcy court did not abuse its
discretion by denying Mr. Konop's motion to amend the proof of
claim as untimely.  Mr. Konop's remaining contentions are
unpersuasive.  Mr. Konop's request for judicial notice is denied.

Mr. Konop was formerly employed as a pilot by Hawaiian. During his
employment, he created and maintained a Web site where he posted
bulletins regarding various work-related matters.  He controlled
access to the Web site by requiring visitors to log in with a user
name and password.  In December 1995, Hawaiian vice president
James Davis accessed the Web site using accounts from other
pilots, with their consent.  Mr. Konop alleges Mr. Davis revealed
the site's contents to both Hawaiian's president and the pilots
union.  A union representative had informed Mr. Konop that
Hawaiian's President was upset with the site's contents.

A copy of the Ninth Circuit's memorandum, dated October 27, 2010,
is available at http://is.gd/gVfl0from Leagle.com.

                    About Hawaiian Airlines

Hawaiian Airlines, Inc. -- http://www.hawaiianair.com/-- a
subsidiary of Hawaiian Holdings Inc. (Amex: HA), provides
passenger air service between the U.S. mainland and Hawaii.  The
company also offers nonstop service to Hawaii from more U.S.
gateway cities than any other airline, as well as service to the
Philippines, Australia, American Samoa, and Tahiti.  Hawaiian also
provides approximately 145 daily jet flights among the Hawaiian
Islands.

Hawaiian Airlines filed for bankruptcy on March 21, 2003 (Bankr.
D. Hawaii Case No. 03-00827).  Joshua Gotbaum serves as the
chapter 11 trustee for Hawaiian Airlines, Inc.  Mr. Gotbaum is
represented by Tom E. Roesser, Esq., and Katherine G. Leonard,
Esq., at Carlsmith Ball LLP and Bruce Bennett, Esq., Sidney P.
Levinson, Esq., Joshua D. Morse, Esq., and John L. Jones, II,
Esq., at Hennigan, Bennett & Dorman LLP.  The Bankruptcy Court
confirmed the Chapter 11 Trustee's Plan of Reorganization on
March 10, 2005.  Hawaiian Airlines emerged from Chapter 11 on
June 2, 2005.


HAWAIIAN AIRLINES: 9th Cir. Vacates District Court Ruling in Konop
------------------------------------------------------------------
In Robert C. Konop, v. Hawaiian Airlines, Inc., case no. 08-17696
(9th Cir.), Mr. Konop appeals pro se from the district court's
order dismissing his appeal from a bankruptcy court order, because
Mr. Konop did not file an opening brief.

Circuit Judges Diarmuid O'Scannlain, Richard Tallman, and Carlos
Bea vacate the district court's order dismissing Mr. Konop's
appeal, and remand the case for further proceedings.  The Ninth
Circuit hold that the district court's order of dismissal did not
discuss all of the relevant factors for determining whether Mr.
Konop demonstrated excusable neglect in failing to file a timely
opening brief, including danger of prejudice to the opposing
party, the impact of the delay on the proceedings, and whether Mr.
Konop acted in good faith.

Mr. Konop was formerly employed as a pilot by Hawaiian. During his
employment, he created and maintained a Web site where he posted
bulletins regarding various work-related matters.  He controlled
access to the Web site by requiring visitors to log in with a user
name and password.  In December 1995, Hawaiian vice president
James Davis accessed the Web site using accounts from other
pilots, with their consent.  Mr. Konop alleges Mr. Davis revealed
the site's contents to both Hawaiian's president and the pilots
union.  A union representative had informed Mr. Konop that
Hawaiian's President was upset with the site's contents.

A copy of the Ninth Circuit's memorandum, dated October 27, 2010,
is available at http://is.gd/gVg3mfrom Leagle.com.

                    About Hawaiian Airlines

Hawaiian Airlines, Inc. -- http://www.hawaiianair.com/-- a
subsidiary of Hawaiian Holdings Inc. (Amex: HA), provides
passenger air service between the U.S. mainland and Hawaii.  The
company also offers nonstop service to Hawaii from more U.S.
gateway cities than any other airline, as well as service to the
Philippines, Australia, American Samoa, and Tahiti.  Hawaiian also
provides approximately 145 daily jet flights among the Hawaiian
Islands.

Hawaiian Airlines filed for Chapter 11 protection on March 21,
2003 (Bankr. D. Hawaii Case No. 03-00827).  Joshua Gotbaum serves
as the chapter 11 trustee for Hawaiian Airlines, Inc.  Mr. Gotbaum
is represented by Tom E. Roesser, Esq., and Katherine G. Leonard,
Esq., at Carlsmith Ball LLP and Bruce Bennett, Esq., Sidney P.
Levinson, Esq., Joshua D. Morse, Esq., and John L. Jones, II,
Esq., at Hennigan, Bennett & Dorman LLP.  The Bankruptcy Court
confirmed the Chapter 11 Trustee's Plan of Reorganization on
March 10, 2005.  Hawaiian Airlines emerged from Chapter 11 on
June 2, 2005.


HCA INC: Earns $325 Million in September 30 Quarter
---------------------------------------------------
HCA Inc. filed its quarterly report on Form 10-Q, reporting net
income of $325.0 million on $7.65 billion of revenues for the
quarter ended Sept. 30, 2010, compared with net income of $274.0
million on $7.53 billion of revenues for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2010, showed
$23.25 billion in total assets, $4.33 billion in total current
liabilities, $25.38 billion in long-term debt, $1,03 billion in
professional liability risks, $1.61 billion in income taxes and
other liabilities, and a stockholder's deficit of $9.24 billion.

The Company said in an earnings release that third quarter of 2010
results improved due to a continued focus on revenue growth and
operational efficiencies.  Same facility equivalent admissions
increased 0.7% in the third quarter of 2010, compared to the prior
year, reflecting both inpatient and outpatient volumes.  Same
facility admissions declined 0.6 percent, reflecting reduced
deliveries and a difficult comparison due to high H1N1 flu volumes
in the third quarter of 2009.  Same facility emergency room visits
increased 1.2% in the third quarter of 2010 compared to an
increase of 11.1% in the third quarter of 2009 which was primarily
the result of the H1N1 flu volumes.

Revenues in the third quarter increased 1.5% to $7.647 billion
compared to $7.533 billion in the third quarter of 2009.  Cash
revenues totaled $6.926 billion compared to $6.623 billion, an
increase of 4.6 percent, compared to the prior year's third
quarter.  Revenue growth was driven by increased volume, revenue
per equivalent admission and patient acuity, which increased 2.7%
in the quarter compared to the prior year.

Net income attributable to HCA Inc. totaled $243 million compared
to $196 million in the third quarter of 2009.  Adjusted EBITDA
increased 6.6% in the quarter to $1.357 billion compared to $1.273
billion in the prior year.  Tables describing adjusted EBITDA and
cash revenues and reconciling net income attributable to HCA Inc.
to adjusted EBITDA, and reported revenues to cash revenues, are
included in this release.  Results in the third quarter of 2010
include impairments of long-lived assets of $10 million and losses
on sale of facilities of $2 million compared to impairments of
long-lived assets of $3 million in the third quarter of 2009.

"We believe our solid performance this year is due to effective
execution of our operating strategies, which are centered on
improvements in clinical care, patient service and operating
efficiencies.  We continue to invest in those strategies that
advance these agendas," stated Richard M. Bracken, Chairman of
the Board and Chief Executive Officer of HCA.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e2e

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6e2f

                          About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 106
freestanding surgery centers.

HCA Inc. carries "B2" corporate family and probability of default
ratings, under review for possible upgrade, from Moody's Investors
Service.  It has a 'B+' corporate credit rating from Standard &
Poor's.

In May 2010, Standard & Poor's placed its 'B+' corporate credit
rating on hospital giant HCA, Inc., and S&P's ratings on its
secured and unsecured debt on CreditWatch with positive
implications.  "The speculative-grade rating on HCA continues to
reflect S&P's view that the largest U.S. owner and operator of
acute health care facilities is particularly sensitive to reduced
capacity utilization and pricing," said Standard & Poor's credit
analyst David Peknay, "by virtue of the significant debt leverage
assumed in its November 2006 leveraged buyout."

Fitch Ratings has removed HCA's ratings from Rating Watch Positive
and has taken these rating actions: Issuer Default Rating affirmed
at 'B'; Secured bank credit facility affirmed at 'BB/RR1'; Senior
Secured First lien notes affirmed at 'BB/RR1'; Senior Secured
Second lien notes upgraded to 'BB-/RR2' from 'B+/RR3'; Senior
unsecured notes affirmed at 'CCC/RR6'.  The Rating Outlook is
Positive.


HCA INC: Holdings Plans to Offer $1.5 Billion Senior Notes
----------------------------------------------------------
HCA Holdings Inc. intends to offer $1.525 billion aggregate
principal amount of senior unsecured notes due 2021.

Holdings is a Delaware corporation recently formed under the name
HCA Subsidiary, Inc. and a wholly owned subsidiary of HCA Inc.
HCA Subsidiary, Inc., whose name will be changed to HCA Holdings,
Inc., was formed in connection with HCA Inc.'s proposed corporate
reorganization whereby, upon the consummation thereof, HCA Inc.
will become a wholly owned subsidiary of Holdings.  Holdings
intends to use the net proceeds of the offering, together with
borrowings by HCA Inc. under its senior secured credit facilities,
to make a distribution to Holdings' stockholders and optionholders
and to pay related fees and expenses.

                          About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 106
freestanding surgery centers.

The Company's balance sheet at Sept. 30, 2010, showed
$23.25 billion in total assets, $4.33 billion in total current
liabilities, $25.38 billion in long-term debt, $1,03 billion in
professional liability risks, $1.61 billion in income taxes and
other liabilities, and a stockholder's deficit of $9.24 billion.

HCA Inc. carries "B2" corporate family and probability of default
ratings, under review for possible upgrade, from Moody's Investors
Service.  It has a 'B+' corporate credit rating from Standard &
Poor's.

In May 2010, Standard & Poor's placed its 'B+' corporate credit
rating on hospital giant HCA, Inc., and S&P's ratings on its
secured and unsecured debt on CreditWatch with positive
implications.  "The speculative-grade rating on HCA continues to
reflect S&P's view that the largest U.S. owner and operator of
acute health care facilities is particularly sensitive to reduced
capacity utilization and pricing," said Standard & Poor's credit
analyst David Peknay, "by virtue of the significant debt leverage
assumed in its November 2006 leveraged buyout."

Fitch Ratings has removed HCA's ratings from Rating Watch Positive
and has taken these rating actions: Issuer Default Rating affirmed
at 'B'; Secured bank credit facility affirmed at 'BB/RR1'; Senior
Secured First lien notes affirmed at 'BB/RR1'; Senior Secured
Second lien notes upgraded to 'BB-/RR2' from 'B+/RR3'; Senior
unsecured notes affirmed at 'CCC/RR6'.  The Rating Outlook is
Positive.


HCA INC: Moody's Assigns 'Caa1' Rating to Senior Unsec. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 (LGD6, 96%) rating to
HCA Inc.'s proposed offering of $1,525 million of senior unsecured
notes due 2021 to be issued at a parent holding company.  Moody's
understand the proceeds will be used to help fund a proposed
$2.0 billion distribution to shareholders.  Concurrently, Moody's
confirmed the existing ratings of HCA, including the B2 Corporate
Family and Probability of Default Ratings.  These actions conclude
the review of the ratings initiated on May 7, 2010.  The ratings
outlook has been revised to positive.

Moody's rating actions are summarized below.

Ratings assigned:

  -- $1,525 million senior unsecured HoldCo notes due 2021, Caa1
      (LGD6, 96%)

Ratings confirmed (LGD assessment revised):

  -- ABL Revolver due 2012, Ba2 (LGD2, 12%)

  -- Revolving Credit Facility due 2012, Ba3 (LGD3, 32%)

  -- Term Loan A due 2012, Ba3 (LGD3, 32%)

  -- Term Loan B, Ba3 (LGD3, 32%)

  -- Euro Term loan due 2013, Ba3 (LGD2, 23%)

  -- $1,500 million first lien secured notes due 2019, Ba3 (LGD3,
     32%)

  -- $1,250 million first lien secured notes due 2020, Ba3 (LGD3,
     32%)

  -- $1,400 million first lien secured notes due 2020, Ba3 (LGD3,
     32%)

  -- $1,000 million Second Lien Notes due 2014, to B2 (LGD4, 56%)
     from B2 (LGD4, 57%)

  -- $3,200 million Second Lien Notes due 2016, to B2 (LGD4, 56%)
     from B2 (LGD4, 57%)

  -- $310 million Second Lien Notes due 2017, to B2 (LGD4, 56%)
     from B2 (LGD4, 57%)

  -- $1,500 million Second Lien PIK Notes due 2016, to B2 (LGD4,
     56%) from B2 (LGD4, 57%)

  -- Senior unsecured notes (various), to Caa1 (LGD5, 88%) from
     Caa1 (LGD6, 90%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

Rating affirmed:

  -- Speculative Grade Liquidity Rating, SGL-2

                        Ratings Rationale

"Although the company is adding incremental debt in this
transaction, the positive rating outlook reflects that HCA has
been able to offset industry pressures, such as increasing bad
debt expense and weak volumes, and realize solid earnings growth,"
stated Dean Diaz, a Moody's Senior Credit Officer.  Moody's
anticipate that HCA's significant scale and considerable market
presence will continue to help diversify risks and that further
focus on cost containment should improve performance and provide a
strong basis for the company to benefit from a broader economic
recovery.  The outlook also reflects Moody's expectation that HCA
should maintain a good liquidity profile pro forma for the
dividend, with solid cash flow generation and sufficient
availability under the revolving credit facilities.

HCA's B2 Corporate Family Rating anticipates that the company will
continue to operate with significant leverage.  Pro forma for the
proposed debt financed distribution Moody's estimate that adjusted
leverage would have been 5.2 times at September 30, 2010.
Furthermore, the company has large maturities in 2012 and 2013
that will likely need to be refinanced in the capital markets.
However, the rating acknowledges the company's progress in
systematically extending its maturity profile.  Finally, the
rating reflects HCA's solid EBITDA growth, which has benefited the
credit metrics and demonstrated the company's ability to weather
industry pressures.

If operating trends are positive and the company is able to grow
earnings or repay debt such that free cash flow to adjusted debt
reaches a sustainable level of at least 5%, excluding unusual
dividends, and adjusted leverage approaches 5.0 times, Moody's
could upgrade the ratings.

If the company experiences a deterioration of operating trends,
including trends in same-facility adjusted admissions and same-
facility revenue per adjusted admission, Moody's could consider
changing the outlook back to stable.  Additionally, Moody's would
consider negative pressure on the ratings if the company were to
incur additional debt to fund shareholder distributions or
acquisitions so that adjusted leverage was expected to be
sustained at or above current levels.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 104
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of September 30, 2010.  For the twelve months
ended September 30, 2010, the company recognized revenue in excess
of $30 billion.


HELLER EHRMAN: Recruits Get $10,000 Priority Claim
--------------------------------------------------
The Hon. Dennis Montali overrules Heller Ehrman LLP's objections
to $10,000 priority claimed under 11 U.S.C. Section 507(a)(4) by
Kelly Seaburg and Havila Unrein.  The issue before the Court is
whether a $10,000 "stipend" promised because the Claimants' start
date on the job as associate attorneys or bar applicants at the
Debtor was being deferred for three months constitutes "wages,
salaries or commissions", and thus carries statutory priority.
Judge Montali says the August 27, 2008 deferral letter confirms an
October 13, 2010 original employment date, and a new employment
date of January 19, 2009.  It is clear, however, that the
Claimants had already been employed, as they were paid $12,000
stipends to help them with expenses while taking the bar
examinations months earlier.  Those earlier stipends were treated
as taxable income by all parties; more importantly, the Debtor
issued Earnings Statements to each Claimant.  In the context of
the deferral letter, the reference to "the original employment
date", "the new employment date" and "the delay in your
employment" can only mean the date on which the employee was to be
present and ready to work.  It does not mean that the Claimants'
relationship with the Debtor was something that takes them out of
the favored class of claimants entitled to Sec. 503(a)(4)
priority.

A copy of Judge Montali's memorandum decision, dated October 26,
2010, is available at http://is.gd/gVhHwfrom Leagle.com.

                        About Heller Ehrman

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

Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D.
Calif., Case No. 08-32514) on December 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated September 26, 2008, to dissolve the firm.  The Hon.
Dennis Montali presides over the case.  Pachulski Stang Ziehl &
Jones LLP assists the Debtor in its restructuring effort.  The
Official Committee of Unsecured Creditors is represented
Felderstein Fitzgerald Willoughby & Pascuzzi LLP.  The firm
estimated assets and debts at $50 million to $100 million.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  The Court confirmed
Heller Ehrman's Plan of Liquidation in September 2010.


HELLER EHRMAN: Terminated Attorney Gets $10,833 Priority Claim
--------------------------------------------------------------
The Hon. Dennis Montali grants Robert Borton a priority claim for
$10,833.33, over the objection from Heller Ehrman LLP.

Mr. Borton filed Claim No. 718 for $21,666.66, of which $10,833.33
is asserted as a priority claim under 11 U.S.C. Sec. 507(a)(4).
Mr. Borton asserts statutory priority based upon the Debtor's
failure to give him 30 days' notice of termination as contemplated
in a December 2004 Retirement Agreement among Mr. Borton, the
Debtor, and Heller Ehrman White & McAuliffe, PC.

Judge Montali says the balance of Mr. Borton's claim will be the
subject of further proceedings.  The Court will have to set for
trial the question of whether the Debtor's failure to pay
Mr. Borton's severance was willful, Judge Montali sys.

A copy of Judge Montali's memorandum decision, dated October 27,
2010, is available at http://is.gd/gVumvfrom Leagle.com.

                        About Heller Ehrman

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

Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D.
Calif., Case No. 08-32514) on December 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated September 26, 2008, to dissolve the firm.  The Hon.
Dennis Montali presides over the case.  Pachulski Stang Ziehl &
Jones LLP assists the Debtor in its restructuring effort.  The
Official Committee of Unsecured Creditors is represented
Felderstein Fitzgerald Willoughby & Pascuzzi LLP.  The firm
estimated assets and debts at $50 million to $100 million.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  The Court confirmed
Heller Ehrman's Plan of Liquidation in September 2010.


HMP SERVICES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: HMP Services Holding, Inc.
          aka Harold M. Pitman Company
              Pitman
              Pitman Company
              PrintNation
        15 Keith Hill Road, Suite 100
        Grafton, MA 01519

Bankruptcy Case No.: 10-13619

Chapter 11 Petition Date: November 8, 2010

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Mark Minuti, Esq.
                  SAUL EWING LLP
                  222 Delaware Avenue, Suite 1200
                  P.O. Box 1266
                  Wilmington, DE 19899
                  Tel: (302) 421-6840
                  Fax: (302) 421-5873
                  E-mail: mminuti@saul.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/deb10-13619.pdf

The petition was signed by Paul F. Schmidt, Jr., chairman of the
board.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
HMP Services Holding Sub III, LLC     10-13618         11/08/10


HUNTINGTON BANCSHARES: Moody's Changes Outlook to Stable
--------------------------------------------------------
Moody's Investors Service changed to stable from negative the
ratings outlook on Huntington Bancshares Incorporated and its lead
bank subsidiary, Huntington National Bank.  Huntington Bancshares
Incorporated's senior debt is rated (P)Baa2.  Huntington National
Bank's financial strength rating is C- and long term deposits are
Baa1.

The change in rating outlook reflects the downward trend in
Huntington's loan charge-offs and non-performing loans.
Additionally, the company has significant loss absorption capacity
from its current allowance for loan losses and capital levels.

Huntington's asset quality issues have centered on commercial real
estate and its relationship with Franklin Credit Management
Corporation, a subprime residential mortgage lender and servicer.
Huntington's CRE charge-offs appear to have peaked in fourth
quarter of 2009 and have declined substantially from these levels.
Similarly, CRE non-performing loans have declined for four
consecutive quarters.  In regards to Franklin, after taking
approximately $1.0 billion in combined charge-offs over the past
three years, the company has now almost fully exited its Franklin
exposure.

Huntington's current allowance for loans losses is 3.5% of loans
($1.3 billion) and Tier 1 common ($3.3 billion) to risk weighed
assets is equal to 7.4% at September 30, 2010.  Additionally the
company had $250 million of pre-tax, pre-provision income in the
third quarter.  These provide the company with significant loss
absorption capacity.

Huntington could be upgraded if its asset quality indicators
return to pre-crisis levels and it remains consistently
profitable.

Huntington could be downgraded if its asset quality indicators
cease improving or if it decreases its capital ratios from current
levels, for example by taking on increased leverage in an
acquisition.

The last Huntington rating action was on April 7, 2009, when
Moody's downgraded Huntington Bancshares Incorporated's senior
debt to Baa2 from A3.  Huntington Bancshares Incorporated's
subordinate debt was downgraded to Baa3 from Baa1 and preferred to
Ba2 from Baa2.  Huntington National Bank's financial strength
rating was downgraded to C- from C+, long term deposits to Baa1
from A2, and short-term deposits to Prime-2 from Prime-1.  The
Prime-2 rating of Huntington Bancshares Incorporated was affirmed.


INNKEEPERS USA: Exclusivity Extension Needed for Plan Negotiations
------------------------------------------------------------------
Innkeepers USA Trust and certain of its affiliates, ask the U.S.
Bankruptcy Court for the Southern District of New York to overrule
any pending objections and grant the extension of their exclusive
periods to file and solicit acceptances for the proposed
Chapter 11 Plan.

The Debtors relate that they need more time to implement the
directive of the board of trustees, which includes encouraging and
facilitating discussions and negotiations with and among their
major stakeholders.

The Debtors explain that they have developed a restructuring
process that takes into account the different, and in some cases
conflicting, views.  First, the Debtors are pursuing an internal
restructuring process and encouraging their constituencies to
negotiate with each other regarding allocations of value.
Consensus among creditors could lead to the most expeditious exit
from Chapter 11, preserve upside for the existing constituencies,
and provide a defined capital structure in which the Debtors may
solicit outside investment.  Second, the Debtors are soliciting
interest for plan sponsorship.  This will help ensure the fairness
of any plan of reorganization that is presented and will also
serve as the basis to ensure that any investment in the Debtors is
made on the best terms available.  Third, while the Debtors are
somewhat skeptical that pursuing investment in individual
properties will maximize value, the Debtors, of course, are
willing to consider any alternative that maximizes value.

The Debtors maintain that a 120-day extension of exclusivity will
not harm any of their constituencies.

The Debtors add that the Official Committee of Unsecured Creditors
Committee filed a statement in support of the motion.

                   About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

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

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

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


ISC BUILDING: Gets Final OK to Incur DIP Loans from Comerica Bank
---------------------------------------------------------------
The Hon. Karen Brown of the U.S. Bankruptcy Court for the Southern
District of Texas, in a final order, authorized ISC Building
Materials, Inc., to incur postpetition financing from Comerica
Bank.

As of the Petition Date, the Debtor owed Comerica approximately
$5,265,974, plus applicable interest, fees and expenses incurred
in connection therewith.

The Debtor related that Comerica has not consented to the Debtor's
use of the cash collateral beyond August 20, 2010, but has
indicated that it is willing to provide postpetition financing to
facilitate the Debtor's efforts to reorganize.

The Debtor would use the financing to finance its business
operations postpetition.

The DIP facility loan provides that the prepetition indebtedness
will be rolled into a postpetition revolving credit facility with
additional facility of $850,000.  On the effective date of the DIP
facility, all prepetition indebtedness will be paid by an advance
under the DIP facility.  The DIP facility will approximately
$6,115,974 and the borrowing base, which will include an increase
an increase in advance rates to provide the Debtor with additional
working capital.

The rate of interest to be charge for the DIP facility will be a
base rate of prime plus 4% and must be paid monthly.

As security for the DIP facility, the lender is granted first
priority liens and security interests in and against all present
and after acquired property of the Debtor, and a superpriority
administrative expense status.  The postpetition collateral will
exclude the carve out of certain expenses.

The DIP facility will terminate on the earlier of: (a) 150 days
after the effective date of the postpetition credit agreement, or
(ii) on the occurrence of a termination event.

                       About ISC Building

Dallas, Texas-based ISC Building Materials, Inc. -- fka Insulation
Supply Company; ISC Building Materials, LP; ISC Holdings GP; ISC
GENPAR, LLC; and 1400 West Commerce, LLC -- operates a Building
Materials Distribution and Retail business with locations
throughout Texas including Houston, San Antonio, Austin, Ennis,
Ft. Worth, Dallas, and Tyler.

The Company filed for Chapter 11 bankruptcy protection on July 6,
2010 (Bankr. S.D. Tex. Case No. 10-35732).  Donald L. Wyatt, Esq.,
at Wyatt Legal Services, PLLC, represents the Debtor.  The Company
disclosed $49,478,500 in assets and $12,411,205 in liabilities as
of the Petition Date.


JIM SLEMONS HAWAII: Bid to Reconsider Recusal Motion Denied
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii on May 5,
2010, denied Jim Slemons Hawaii, Inc.'s motion to recuse
Bankruptcy Judge Robert J. Faris.  On October 18, 2010, Anthony P.
Locricchio, Esq., the Debtor's counsel before the case was
dismissed, asked the Bankruptcy Court to reconsider the order
denying the Debtor's recusal motion.  Mr. Locricchio's employment
as the Debtor's counsel was approved January 12, 2010.  On June 9,
2010, Mr. Locricchio filed a notice and declaration, stating that
he had been terminated by the Debtor.  However, Mr. Locricchio
never obtained an order, pursuant to noticed motion, authorizing
his withdrawal as the Debtor's counsel, as required by LBR 2091-
1(a).  On July 27, 2010, the Debtor filed a notice of appeal from
the order denying the recusal motion.

The Hon. Lloyd King rules that the Debtor's notice of appeal has
taken away the Bankruptcy Court's jurisdiction to entertain Mr.
Locricchio's Motion to Reconsider.  Judge King says the filing of
the reconsideration motion by Mr. Locricchio, purporting to appear
"pro se and filing a limited appearance" may indicate the
existence of problems beyond the scope of this memorandum, but it
does not supply the missing jurisdiction.  Accordingly, the motion
for reconsideration is denied.

A copy of Judge King's memorandum opinion dated October 29, 2010,
is available at http://is.gd/gVLjffrom Leagle.com.

Ewa Beach, Hawaii-based Jim Slemons Hawaii, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. D. Hawaii Case No.
09-01802) on August 10, 2009, listing $750,000 in total assets and
$229,098 in total debts.  The case was dismissed on July 13, 2010.


JOHN JOHNSEN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: John Peter Johnsen
               Kimberlie Dyan Johnsen
               805 N. Lucia Avenue
               Redondo Beach, CA 90277

Bankruptcy Case No.: 10-57998

Chapter 11 Petition Date: November 8, 2010

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

Judge: Richard M. Neiter

Debtors' Counsel: Eric P. Israel, Esq.
                  DANNING, GILL, DIAMOND & KOLLITZ LLP
                  2029 Century Park East, 3rd Floor
                  Los Angeles, CA 90067
                  Tel: (310) 277-0077
                  Fax: (310) 277-5735
                  E-mail: eisrael@dgdk.com

Scheduled Assets: $1,182,512

Scheduled Debts: $2,178,462

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-57998.pdf


KENNETH MESA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Kenneth Mesa
               Yael Mesa
               1313 E. Catamaran Drive
               Gilbert, AZ 85234

Bankruptcy Case No.: 10-36126

Chapter 11 Petition Date: November 8, 2010

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case, II

Debtors' Counsel: Kelly G. Black, Esq.
                  JACKSON WHITE
                  40 North Center, Suite 200
                  Mesa, AZ 85201
                  Tel: (480) 559-8131
                  Fax: (480) 464-5692
                  E-mail: kblack@jacksonwhitelaw.com

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

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb10-36126.pdf

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Hibiscus Equity, LLC                  10-35919            11/05/10


KIRK ARGIRO: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Kirk Argiro
        11617 Norbeck Farm Drive
        Olney, MD 20832

Bankruptcy Case No.: 10-35651

Chapter 11 Petition Date: November 9, 2010

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  THE LAW OFFICES OF RICHARD B. ROSENBLATT
                  30 Courthouse Square, Suite 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098
                  E-mail: rrosenblatt@rosenblattlaw.com

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

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

A list of the Debtor's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-35651.pdf


LAKSHMI HOSPITALITY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Lakshmi Hospitality of Vicksburg, LLC
          dba Super 8 Vicksburg
        3308 Pemberton Square Boulevard
        Vicksburg, MS 39180

Bankruptcy Case No.: 10-03940

Chapter 11 Petition Date: November 8, 2010

Court: U.S. Bankruptcy Court
       Southern District of Mississippi (Jackson Divisional
       Office)

Judge: Neil P. Olack

Debtor's Counsel: J. Walter Newman, IV, Esq.
                  248 East Capitol Street, Suite 539
                  Jackson, MS 39201
                  Tel: (601) 948-0586
                  Fax: (601) 948-0588
                  E-mail: wnewman95@msn.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 Suman K. Patel, secretary.


LEMINGTON HOME: Directors Cleared From Creditors' Breach Suit
-------------------------------------------------------------
The Official Committee of Unsecured Creditors, on behalf of the
estate of Lemington Home for the Aged, brought a three-count
complaint against Arthur Baldwin, et al., all former directors and
officers of Lemington, alleging breach of fiduciary duty and
loyalty through self-dealing, and deepening of insolvency.  The
Committee claims that the defendants acted in bad faith and were
motivated by self-dealing when they decided to cease admissions
and close Lemington, and that they improperly decided the time to
file for bankruptcy.  Additionally, the Committee asserts that the
Board of Directors intended to redirect funds obtained from a
charitable foundation to Lemington's non-debtor related entities,
which the Board had a direct, vested interest in.

The Defendants sought summary judgment arguing that the business
judgment rule and the doctrine of in pari delicto shield them from
any potential liability, and that the claim for deepening
insolvency is not recognized as an independent cause of action.

The Hon. Arthur J. Schwab of the U.S. District Court for the
Western District of Pennsylvania sides with the defendants.  The
Court concludes that the Committee has not established facts
sufficient to rebut the presumption of the applicability of the
business judgment rule.

"There is simply no evidence to demonstrate that the Board acted
in bad faith, and while their decisions, in hindsight, might have
been less than perfect, they acted with reasonable diligence and
attempted, with the advice of counsel and other consultants, for
many years to 'right' the ship prior to the ultimate decision to
close Lemington and file for bankruptcy.  The Board conducted
regular meetings, recorded minutes, and required the Officers to
report on the state of affairs at the meetings.  There is simply
no evidence that the Board did not have the best interests of
Lemington in mind when it discharged its responsibilities,
including the ultimate closure of Lemington," Judge Schwab says.

The case is Official Committee of Unsecured Creditors, on behalf
of the estate of Lemington Home for the Aged, v. Arthur Baldwin,
et al., case no. 10-cv-800 (W.D. Pa.).  The case was originally
filed in Bankruptcy Court for the Western District of
Pennsylvania, but was transferred as an Adversary Proceeding
before the District Court.  A copy of Judge Schwab's memorandum
decision, dated October 25, 2010, is available at
http://is.gd/gVc9Nfrom Leagle.com.

Headquartered in Pittsburgh, Pennsylvania, Lemington Home for the
aged -- http://www.lemington.org/-- operated a nursing home for
the elderly.  The facility filed for chapter 11 protection on
April 13, 2005 (Bankr. W.D. Penn. Case No. 05-24500).  James E.
Van Horn, Esq., Mark E. Freedlander, Esq., at McGuire Woods LLP
represent the Debtor.  When the Debtor filed for chapter 11
protection from its creditors, it estimated assets and debts of
$1 million to $10 million.


LOCHRANN'S IRISH: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lochrann's Irish Pub and Eatery, Ltd.
        6195 Main Street
        8844 Rosemont Blvd.
        Frisco, TX 75034

Bankruptcy Case No.: 10-43929

Chapter 11 Petition Date: November 9, 2010

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

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Scheduled Assets: $48,050

Scheduled Debts: $2,030,304

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txeb10-43929.pdf

The petition was signed by Deina McNabb, manager of general
partner.


MACCO PROPERTIES: Files Schedules of Assets & Liabilities
---------------------------------------------------------
Macco Properties, Inc., has filed with the U.S. Bankruptcy Court
for the Western District of Oklahoma its schedules of assets and
liabilities, disclosing:

  Name of Schedule                          Assets     Liabilities
  ----------------                          ------     -----------
A. Real Property                         $7,366,739
B. Personal Property                    $43,456,842
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                       $2,995,767
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $1,327,267
                                        -----------    -----------
      TOTAL                             $50,823,581     $4,323,034

Oklahoma City, Oklahoma-based Macco Properties, Inc., filed for
Chapter 11 bankruptcy protection on November 2, 2010 (Bankr. W.D.
Okla. Case No. 10-16682).  G. Rudy Hiersche, Jr., Esq., at the
Hiersche Law Firm, assists the Debtor in its restructuring effort.


MACCO PROPERTIES: Section 341(a) Meeting Scheduled for Dec. 6
-------------------------------------------------------------
The U.S. Trustee for Region 20 will convene a meeting of Macco
Properties, Inc.'s creditors on December 6, 2010, at 3:00 p.m.
The meeting will be held at 215 Dean A. McGee Avenue, Room 119,
Oklahoma City, OK 73102.

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.

Oklahoma City, Oklahoma-based Macco Properties, Inc., filed for
Chapter 11 bankruptcy protection on November 2, 2010 (Bankr. W.D.
Okla. Case No. 10-16682).  G. Rudy Hiersche, Jr., Esq., at the
Hiersche Law Firm, assists the Debtor in its restructuring effort.
According to its schedules, the Debtor disclosed $50,823,581 in
total assets and $4,323,033 in total debts.


MACCO PROPERTIES: Taps G. Rudy Hiersche as Bankruptcy Counsel
-------------------------------------------------------------
Macco Properties, Inc., asks for authorization from the U.S.
Bankruptcy Court for the Western District of Oklahoma to employ G.
Rudy Hiersche, Jr., as bankruptcy counsel.

Mr. Hiersche will:

     (a) the give Debtor legal advice with respect to its powers
         and duties as debtor-in-possession in the continued
         operation of its business and management of its property;

     (b) prepare applications, answers, orders, reports and other
         legal papers; and.

     (c) perform all other legal services for the Debtor as which
         may be necessary.

Mr. Hiersche will be paid $225 per hour for his services.

To the best of the Debtor's knowledge, Mr. Hiersche is a
"disinterested person" as that term defined in Section 101(14) of
the Bankruptcy Code.

Oklahoma City, Oklahoma-based Macco Properties, Inc., filed for
Chapter 11 bankruptcy protection on November 2, 2010 (Bankr. W.D.
Okla. Case No. 10-16682).  According to its schedules, the Debtor
disclosed $50,823,581 in total assets and $4,323,033 in total
debts.


MANDERS DAIRY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Manders Dairy, LLC
        11190 Range Line Rd
        Weston, OH 43569-9694

Bankruptcy Case No.: 10-37560

Chapter 11 Petition Date: November 10, 2010

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: John R. Burns, III, Esq.
                  111 E. Wayne Street, Suite 800
                  Fort Wayne, IN 46802
                  Tel: (260) 424-8000
                  E-mail: john.burns@bakerd.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohnb10-37560.pdf

The petition was signed by Walter J.A. Manders, manager.


MARINER SEAFOODS: May Close if Proposals Rejected
-------------------------------------------------
CBC News reports that Mariner Seafoods is in danger of closing
permanently after its major creditors said they won't write off
nearly $3 million in debt to keep the company afloat.  The firm
went into receivership last year.

According to the report, the company owes more than $11 million to
several creditors, including $2 million to the federal Crown
corporation Active Communities Lending, $1 million to GE Capital
and almost $500,000 to Innovation PEI.

Active Communities of Montague told the court earlier this month
it would not accept a new financial arrangement suggested by
Mariner, the report notes.

CBC News says that in its report, the receiver said if there is no
compromise, Mariner will go into receivership and its assets will
be sold.  CBC News relates that Mariner Seafoods also owes P.E.I.
Business Development $400,000.

Innovation Minister Allan Campbell said he expects the Innovation
PEI loan to be paid back in full, the report adds.

A compromise plan for Mariner Seafoods will be put to creditors on
Nov. 25.

Headquartered in Brudenell, P.E.I., Mariner Seafoods is a fish
processing firm.


MARTIN OKPALA: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Martin Onyeka Okpala
               Mary-Agatha Ukamaka Okpala
               3840 Hogan Dr.
               Yorba Linda, CA 9288

Bankruptcy Case No.: 10-25968

Chapter 11 Petition Date: November 9, 2010

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Michael R. Totaro, Esq.
                  TOTARO & SHANAHAN
                  P.O. Box 789
                  Pacific Palisades, CA 90272
                  Tel: (310) 573-0276
                  Fax: (310) 496-1260
                  E-mail: mtotaro@aol.com

Scheduled Assets: $2,268,360

Scheduled Debts: $3,534,732

A list of the Joint Debtors' 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-25968.pdf


MASSEY ENERGY: Former Coal-Mine Operator Refiles Lawsuit
--------------------------------------------------------
A former coal-mine operator, who lost a long-running and high-
profile breach-of-contract lawsuit against Massey Energy Co.
because of venue issues, has refiled the case in Virginia, Dow
Jones' Small Cap reports.

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.

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.

Massey has reported a net loss of $41.4 million for the quarter
ended September 30, 2010.  For the first nine months of 2010,
Massey recorded a net loss of $96.5 million.

As reported by the 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.


MCCABE GROUP: Trustee Can Recover $142,355 From Karren McCabe
-------------------------------------------------------------
Karren Kelly McCabe, v. Joseph Braunstein, case no. 10-10764 (D.
Mass.), arose out of a stipulation of settlement approved in the
consolidated bankruptcy cases of the McCabe Group, TMG Holdings,
LLC, a subsidiary of the McCabe Group, and Edwin A. McCabe, Karren
McCabe's spouse and principal of the McCabe Group, prior to their
conversion to Chapter 7 from Chapter 11.  Pursuant to the
Stipulation, Investors Consolidated Insurance Company, Manhattan
Insurance Group, Inc., and Central United Life Insurance Company
fully set off an amount owed to the McCabe Group for legal fees
against a judgment owed jointly and severally by Holdings, Edwin
McCabe, and Karren McCabe.  The parties filed cross-motions for
summary judgment, and the bankruptcy court issued a Memorandum of
Decision and Order ruling in favor of Joseph Braunstein, as
Chapter 7 trustee, on his equitable claims.  Karren McCabe appeals
to the District Court, arguing that the bankruptcy court lacked
power to enter an appealable final order.

The Hon. William G. Young affirms the bankruptcy court's
determination that the unjust enrichment claim is a core matter
and reverses the determination that the equitable subrogation
claim is a core matter.

Considering the equitable subrogation claim as a court of original
jurisdiction, the District Court denies Karren McCabe's motion for
summary judgment and allows the Chapter 7 Trustee's motion for
summary judgment, awarding the Trustee $142,355.50.

Performing its role as an intermediate appellate court, the
District Court affirms the bankruptcy court's ruling on the unjust
enrichment claim.  The Chapter 7 Trustee is entitled to recover
$142,355.50 from Karren McCabe, as an alternative theory to
equitable subrogation.

A copy of the District Court's order, dated October 28, 2010, is
available at http://is.gd/gVK3Tfrom Leagle.com.

Edwin McCabe and the McCabe Group commenced their Chapter 11 cases
on September 3, 2003.  TMG Holdings, LLC, commenced its Chapter 11
case on February 20, 2004.  The jointly administered cases of
Edwin McCabe, the McCabe Group, and Holdings were voluntarily
converted to Chapter 7 on November 5, 2004, and Joseph Braunstein
was appointed Chapter 7 trustee of each.


METALS IN TIME: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Metals In Time, Inc.
        400 S. Main Street
        Royal Oak, MI 48067

Bankruptcy Case No.: 10-74189

Chapter 11 Petition Date: November 9, 2010

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

Judge: Marci B. McIvor

Debtor's Counsel: Michael E. Baum, Esq.
                  40950 Woodward Ave., Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  E-mail: mbaum@schaferandweiner.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Serouj Basmajian, president.


METRO-GOLDWYN-MAYER: Chinese Company Interested in Buying Stake
---------------------------------------------------------------
A top official of China Film Group Corp. disclosed that a Chinese
company is interested in buying a stake in Metro-Goldwyn-Mayer
Studios Inc., according to a November 6, 2010 report by Bloomberg
News.

Zhou Tiedong, general manager of China Film's marketing division,
did not identify the Chinese company but said that a U.S. law
firm is handling the transaction, the report said.

                 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: Lions Gate to Present New Merger Proposal
--------------------------------------------------------------
Lions Gate Entertainment Inc. plans to meet with Metro-Goldwyn-
Mayer in the next few days to present a proposal to combine the
two studios once MGM emerges from bankruptcy, Reuters reported
citing unnamed people familiar with the matter.

Vancouver-based Lions Gate previously offered about $1.7 billion
in stock and debt to MGM creditors.  However, its bid to take
over MGM was rejected by the creditors, according to earlier
reports.

MGM filed for Chapter 11 protection last week after creditors
voted to support a prepackaged bankruptcy in which it will shed
more than $4 billion of debt and hand control to its secured
lenders.  The MGM reorganization calls for secured lenders to
swap more than $4 billion of debt for equity, giving them
ownership of most of a reorganized company.

                 About Metro-Goldwyn-Mayer Studios

Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/--
-- is actively engaged in the worldwide production and
distribution of motion pictures, television programming, home
video, interactive media, music, and licensed merchandise. The
company owns the world's largest library of modern films,
comprising around 4,100 titles. Operating units include Metro-
Goldwyn-Mayer Studios Inc., Metro-Goldwyn-Mayer Pictures Inc.,
United Artists Films Inc., MGM Television Entertainment Inc., MGM
Networks Inc., MGM Distribution Co., MGM International Television
Distribution Inc., Metro-Goldwyn-Mayer Home Entertainment LLC, MGM
ON STAGE, MGM Music, MGM Consumer Products and MGM Interactive. In
addition, MGM has ownership interests in domestic and
international TV channels reaching over 130 countries.

As of September 30, 2010, the Debtors' unaudited consolidated
financial statements, as prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements, included $2,673,772,000 in total assets and
$3,451,493,000 in total liabilities

Excluding certain adjustments made by the Company in accordance
with GAAP, the Debtors' total outstanding liabilities would be
$5,766,721,000, which includes the total face value of outstanding
principal and accrued, but unpaid, interest under the Credit
Agreement and interest rate swap agreements.

Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774),
to seek confirmation of their "pre-packaged" plan of
reorganization.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, serves as bankruptcy counsel to the Debtors.  Klee,
Tuchin, Bogdanoff & Stern LLP is the legal counsel.  Moelis &
Company is the financial advisor.  Donlin Recano & Company, Inc.,
is the claims and notice agent.  CAIR Management, LLC, Stephen F.
Cooper, and Zolfo Cooper Management LLC, is the Debtors'
management service providers.

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 Skadden Arps as Legal Counsel
-----------------------------------------------------------
Metro-Goldwyn-Mayer Studios Inc. and its units seek court approval
to employ Skadden, Arps, Slate, Meagher & Flom LLP as their legal
counsel effective November 3,
2010.

The Debtors selected Skadden because of its experience and
knowledge in the field of debtors' and creditors' rights and
business reorganizations under Chapter 11 of the Bankruptcy Code,
according to Metro-Goldwyn-Mayer Studios Inc. Executive Vice-
President Scott Packman.

"Skadden Arps has assembled a highly qualified team of
professionals and paraprofessionals to provide services to the
Debtors during these cases," Mr. Packman said.

As legal counsel, Skadden will be tasked to provide these
services to the Debtors:

  (1) advise the Debtors with respect to their powers and duties
      as debtors and-debtors-in-possession in the continued
      management and operation of their businesses and
      properties;

  (2) attend meetings and negotiate with representatives of
      creditors and other parties, and advise and consult on the
      conduct of the cases;

  (3) take all necessary actions to protect and preserve the
      Debtors' estates including the prosecution of actions on
      their behalf, the defense of actions commenced against
      their estates, negotiations concerning litigation in which
      the Debtors may be involved, and objections to claims
      filed against the estates;

  (4) prepare legal papers on behalf of the Debtors;

  (5) negotiate and prepare on the Debtors' behalf, plan of
      reorganization, disclosure statement and related
      agreements, and take any necessary action to obtain
      confirmation of the plan;

  (6) advise the Debtors in connection with any sale of assets;
      and

  (7) appear before the Court, any appellate courts and the U.S.
      Trustee.

Skadden Arps will be paid for its services on an hourly basis and
will be reimbursed for its expenses.  Its hourly rates range
from:

              $725 to $1,050    partners
              $695 to $835      counsel
              $360 to $680      associates
              $175 to $295      legal assistants/support staff

Jay Goffman, Esq., a member of Skadden Arps, assures the Court
that his firm does not hold or represent any interest adverse to
the Debtors' estates and is a "disinterested person" under
Section 101(14) of the Bankruptcy Code.

                 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: Wins Interim Nod to Pay Unimpaired Claims
--------------------------------------------------------------
Metro-Goldwyn-Mayer Studios Inc. and its affiliates sought and
obtained interim court order authorizing them to pay in the
ordinary course of business pre-bankruptcy claims that are
unimpaired under their proposed restructuring plan.

The unimpaired claims include claims of independent contractors
and those that supply outside production services, licensors of
intellectual property rights, shipping companies, taxing
agencies, among other creditors.  Up to $125 million will be
earmarked to pay those pre-bankruptcy claims.

Jay Goffman, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York, said the Debtors are not seeking to give priority to
so-called "critical vendors."  Rather, the Debtors are seeking to
pay the holders of claims consistent with and in the spirit of
the Plan, which proposes to pay trade and other ordinary course
creditors in full.

In the Court's interim order, the Debtors were authorized to pay
pre-bankruptcy unimpaired claims on these terms and conditions:

  (1) The Debtors, in their sole discretion, should determine
      which pre-bankruptcy claims will be paid pursuant to the
      Court's order.

  (2) If a creditor accepts payment under the Court's order,
      that creditor is deemed to have agreed to continue to
      provide goods and services to the Debtors, on terms that
      are as good as or better than the terms that existed 120
      days prior to the bankruptcy filing.

  (3) In case the relationship between a creditor accepting
      payment under the Court's order and the Debtors does not
      extend to 120 days before the bankruptcy filing, the
      customary terms will mean the terms that the creditor
      generally extends to its customers or that are acceptable
      to the Debtors.

  (4) If a creditor accepts payment under the Court's order and
      thereafter does not continue to provide goods and services
      on at least the customary terms during the pendency of the
      bankruptcy cases, any payment on a pre-bankruptcy claim
      received by that creditor will be deemed an unauthorized
      "voidable postpetition transfer" and recoverable by the
      Debtors in cash, and any pre-bankruptcy claim will be
      reinstated as if the payment had not been made.

  (5) Prior to making a payment to a creditor under the Court's
      order, the Debtors may settle all or some of the
      pre-bankruptcy claims of the creditor for less than their
      face amount without further notice or hearing.

The Debtors were also directed to provide a written report
listing the total amount of payments made under the Court's order
in the first 45 days after November 3, 2010, to counsel for
any appointed statutory committee and to the U.S. Trustee, unless
a restructuring plan is effectuated on or before 75 days after
that date.

In connection with the payment of the pre-bankruptcy unimpaired
claims, the Court authorized the banks to honor and process
checks, drafts, wires or automated clearing house transfers
related to the payment.

The Court will hold a hearing on December 2, 2010, to consider
final approval of the Debtors' request.

                 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: Wins Interim Nod to Use DDI/UAPF Collateral
----------------------------------------------------------------
Metro-Goldwyn-Mayer Studios Inc. and its units received approval
on an interim basis, for the limited use of prepetition
collateral, including cash collateral of Domestic Distribution
Inc. and United Artists Production Finance LLC.

Judge Bernstein authorizes the Debtors to grant adequate
protection to DDI; JPMorgan Chase Bank, N.A., as DDI's assignee;
and UAPF.

Any objections to the entry of a final order with respect the
Request must be filed with the Court and served on or before
November 24, 2010, at 4:00 p.m. (Eastern Time).

The final hearing on the Request will be on December 2, 2010, at
11:00 a.m. (Eastern Time).  The Court says it may enter the Final
Order without further notice or hearing if no objections are
timely filed and served.

                  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.

                 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: Wins Interim Nod to Use JPM Cash Collateral
----------------------------------------------------------------
Bankruptcy Judge Stuart Bernstein issued an order authorizing
Metro-Goldwyn-Mayer Studios Inc. and its affiliates, in the
interim, to use cash collateral, and to provide adequate
protection to JPMorgan Chase Bank, N.A., and their lenders, with
respect to any diminution in the value of these parties' interests
in the Prepetition Collateral including for the use of the Cash
Collateral.

The Debtors are authorized to use the Cash Collateral during
the period from November 5, 2010, through and including the
"Termination Date" for general corporate purposes and costs and
expenses related to the Chapter 11 Cases in accordance with the
terms and conditions of the Interim Order and the approved Budget,
including, for the avoidance of doubt, any break-up fee or expense
reimbursements payable in accordance with an Investment Agreement
among MGM Holdings Inc. and the other parties to the Agreement.

A full-text copy of the 15-week Budget may be accessed for free
at http://bankrupt.com/misc/MGM_ApprovedBudget.pdf

The Termination Date refers to 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
      the date or a later date as JPMorgan, as the
      Administrative Agent may agree; or

  (c) five business days following written notice to the Debtors
      after the occurrence and continuance of any events of
      default, beyond any applicable grace period.

The Events of Default include:

  (1) In the event the Debtors permit the aggregate amount
      expended by the Borrower and its subsidiaries on
      production and development of Films during the period from
      the Petition Date to February 12, 2011, to exceed, at
      the time of any expenditure, $48,500,000;

  (2) In the event the Debtors permit the aggregate amount of
      cash or Cash Equivalents held by the Borrower and its
      subsidiaries as of Friday of any week, to be less than
      (i) $70,000,000, for any Friday occurring on or after the
      Petition Date and before November 6, 2010, (ii)
      $60,000,000, for any Friday occurring after November 6,
      2010, and before November 13, 2010, (iii) $45,000,000, for
      any Friday occurring after November 13, 2010, and before
      December 11, 2010, and (iv) $25,000,000, for any Friday
      occurring thereafter;

  (3) In the event the Debtors dispose of any right, title or
      interest with respect to "The Hobbit" franchise to any
      person, unless otherwise consented to by the
      Administrative Agent.

  (4) An order of the Bankruptcy Court will be entered granting
      relief from the automatic stay to the holder or holders of
      any security interest to permit foreclosure  -- or the
      granting of a deed in lieu of foreclosure or the like --
      on any property of any Debtor which has a value in excess
      of $2,500,000;

  (5) In the event (i) the Debtors will amend the plan of
      reorganization filed on the Petition Date without the
      consent of the Administrative Agent, (ii) any order will
      be entered in the Chapter 11 Cases terminating the
      Debtors' exclusive right to file a plan or plans of
      reorganization pursuant to Section 1121 of the Bankruptcy
      Code or (iii) any plan of reorganization that is
      materially inconsistent with the Plan will be filed with
      the Bankruptcy Court;

  (6) The Investment Agreement will terminate, unless the
      Debtors terminate the Investment Agreement in accordance
      with its terms in response to the receipt of an
      unsolicited Competing Proposal that is determined to be a
      Superior Proposal;

  (7) The 60th day after the Petition Date, unless the Debtors
      will have effectuated the Plan; or

  (8) One or more judgments or decrees required to be satisfied
      as an administrative expense claim will be entered against
      any Debtor involving a liability of $2,500,000 or more.

As further adequate protection to secured parties, the Court
directs the Debtors to provide reporting requirements to the
Administrative Agent and its financial advisor including:

     (i) a proposed budget covering the 15-week period
         immediately succeeding the period covered by the then-
         existing Budget;

    (ii) a cash flow and liquidity forecast through March 31,
         2011, in a format substantially similar to the Budget,
         covering the next succeeding 15 weeks on a week-by-week
         basis and succeeding periods, if applicable, on at
         least a month-by-month basis;

   (iii) weekly actual results of each of the line items set
         forth in the Budget for the weeks occurring three and
         four weeks prior to the week in which the date occurs,
         together with detailed analysis of variances against
         the Budget and of the causes of the variances and
         promptly thereafter, hold a meeting or conference call
         with the Administrative Agent, the Administrative
         Agent's financial advisor and the Lenders to review and
         Discuss the results;

    (vi) no later than Tuesday, November 9, 2010, and Tuesday,
         November 16, 2010, the Debtors will deliver to the
         Administrative Agent the actual cash results for the
         weeks ending Friday, October 22, 2010, and Friday,
         October 29, 2010.  No variance reporting will be
         required for the weeks ending Friday, October 22, 2010,
         and Friday, October 29, 2010;

In addition to the reporting requirements, the Debtors will
provide the Administrative Agent with detailed reports consistent
in form with the reports received by the steering committee of
Lenders pursuant to each of the Forbearance Agreements.  The
Administrative Agent will make the detailed reports available to
the Steering Committee, and will make the reports available to
all Lenders.

The Final Hearing on the Cash Collateral Request will be held on
December 2, 2010, at 11:00 a.m., Prevailing Eastern Time.  Any
party-in-interest objecting to the entry of the Final Order must
submit its objection no later than November 24, 2010, at
4:00 p.m., (Prevailing Eastern Time).

                      JPM 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.

                 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)


MICHAEL BOWERS, SR.: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Michael Buford Bowers, Sr.
               Diann Nichols Bowers
               215 Downer Drive
               Clarksville, TN 37042

Bankruptcy Case No.: 10-12237

Chapter 11 Petition Date: November 10, 2010

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: George C. Paine, II

Debtors' Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church Street, Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  E-mail: slefkovitz@lefkovitz.com

Scheduled Assets: $1,058,746

Scheduled Debts: $787,862

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb10-12237.pdf


MILLENNIUM INORGANIC: S&P Raises Corporate Credit Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Hunt Valley, Maryland-based Millennium
Inorganic Chemicals to 'B+' from 'B-'.  The outlook is stable.

At the same time, S&P raised the issue-level ratings on the
company's $650 million first-lien credit facility to 'BB-' (one
notch above the 'B+' corporate credit rating) from 'B', and kept a
recovery rating of '2', indicating S&P's expectation for
substantial (70%-90%) recovery in the event of payment default.
The rating on the company's $230 million second-lien term loan due
in 2014 was raised to 'B-' (two notches below the corporate credit
rating) from 'CCC', with a recovery rating of '6', indicating the
expectation of negligible (0%-10%) recovery in the event of
default.

"The upgrade reflects S&P's expectation that improved operating
results will allow the company to maintain credit metrics and
liquidity at a level appropriate for the current ratings," said
Standard & Poor's credit analyst Henry Fukuchi.

The ratings on Millennium Inorganic Chemicals reflect the
company's limited business diversity, aggressive financial
profile, and exposure to cyclical end markets and commodity
product cycles.  Mitigating factors include the company's improved
liquidity position, good geographic diversity, and decent position
in titanium dioxide (TiO2) markets.

Standard & Poor's expects positive performance to continue into
2011, due to improving demand trends, limited supply, and
favorable pricing.  S&P expects sales revenue growth to come
primarily from pricing gains while production levels are likely to
be somewhat restricted because of tight inventory levels and
limited flexibility to increase production in the near term.  S&P
also expects that Millennium's pricing gains will enable it to
maintain or expand product profit margins, though cost pressures
from ore producers are likely to offset some of the profit gains.
These factors and a continued recovery of end markets related to
housing and auto should enable Millennium's cash flow generation
and earnings to continue to improve throughout 2011.


MINOR FAMILY: Files New List of 20 Largest Unsecured Creditors
--------------------------------------------------------------
Minor Family Hotels, LLC, has filed with the U.S. Bankruptcy
Court for the Western District of Virginia a new list of its 20
largest unsecured creditors:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
DLA Piper LLP (US)                  Trade Debt          $3,047,360
550 South Hope Street, Suite 2300
Los Angeles, CA 90071-2631

Watt, Tieder, Hoffar & Fitzgerald   Trade Debt             $91,858
8405 Greensboro Drive
McLean, VA 22102-5104

Mark G. Anderson Consultants, Inc.  Trade Debt             $76,089
730 Eleventh Street NW, 4th Floor
Washington, DC 20001-4510

Boyken International                Trade Debt             $63,747

GHT Limited                         Trade Debt             $45,726

Verltext                            Trade Debt             $45,068

Evolve Discovery                    Trade Debt             $38,018

Sedgwick, Detert, Moran & Arnold    Trade Debt             $27,309
LLP

Huseby                              Trade Debt             $26,265

Equassure, Inc.                     Trade Debt             $24,039

Next Step Design, Inc.              Trade Debt             $22,722

EClaris                             Trade Debt             $21,536

Pamela A. Angelucci, Inc.           Trade Debt             $20,104

LeClair Ryan                        Trade Debt             $14,851

Randy Burkett Lighting Design, Inc. Trade Debt              $9,650

NBJ Architecture                    Trade Debt              $8,900

Elemental Ideas & Design                                    $7,636

Shen Milsom & Wilke, Inc.           Trade Debt              $6,375

CP Document Technology              Trade Debt              $5,941

Ohio Casualty                       Trade Debt              $4,369

Pamela A. Amgelucci, Inc. (Trade Debt - $20,104) was added to the
list.  Karyn Abbott (Trade Debt - $4,143) was dropped.

                        About Minor Family

Charlottesvile, Virginia-based Minor Family Hotels, LLC, is the
owner of the Landmark Hotel project in downtown Charlottesville,
Virginia.  Minor Family filed for Chapter 11 bankruptcy protection
on September 1, 2010 (Bankr. W.D. Va. Case No. 10-62543).
Benjamin Webb King, Esq., at Woods Rogers Hazlegrove, serves as
bankruptcy counsel.  Minor Family estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.


MLM INFORMATION: Moody's Assigns 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B2 first time corporate
family rating to MLM Information Services.  Moody's also assigned
B2 first lien debt ratings to the company's proposed debt
facilities.  The facilities will be used to finance a $145 million
dividend to owners and related fees and expenses.  MLM is owned by
group led by private equity firm Warburg Pincus.  The ratings
outlook is stable.

                        Ratings Rationale

MLM's B2 rating is driven by its high leverage as a result of the
proposed dividend financing and limited scale.  The leverage and
size are offset to some degree by the company's strong niche
position providing tax software to large U.S. based enterprises,
and its stability of revenues, EBITDA and cash flows.  The
stability derives from the difficulty in replacing its corporate
software products and inherent need to annually renew tax software
products.  The company is one of the leading providers of
corporate tax software used to calculate federal, state and local
taxes as well as integrated tax compliance, accounting, planning
and workflow tools.  Given the small size (approximately
$85 million in fiscal 2009) high pro forma leverage (approximately
5.3x based on fiscal 2009 EBITDA and 5.9x if capitalized software
development is treated as an expense and in both cases pro forma
for certain reductions in corporate overhead), the strength of the
business model was not sufficient to warrant an initial B1 rating.
None-the-less, the business model is an exceptionally stable model
and Moody's estimate that pro forma LTM September 2010 leverage
has improved from 2009 levels (to the low to mid 5's) and should
improve further in 2011.  To the extent leverage (adjusted for
capitalized software) is below 4.75x on a sustained basis, the
ratings could face positive pressure.

MLM's products are typically used by tax departments of large
corporations and partnerships.  The complexity of these entities
tax monitoring, management and reporting, make replacing providers
very difficult.  Most of the company's revenues are based on a
subscription model which is renewable annually.  MLM's renewal
rates are estimated to be exceptionally high as demonstrated by
its consistently growing subscription revenue.  The company grew
revenues through the economic downturn.  MLM is expected to have
moderate single digit growth going forward as companies add
different modules to facilitate planning, organizing and
collecting data and integrating with existing software systems and
as large companies increasingly bring in house all or part of
their tax processes which are currently outsourced to large
accounting firms

These ratings were assigned:

  -- Corporate family rating: B2
  -- Probability of default rating: B3
  -- $15 million senior secured revolver due 2015, B2, LGD3, 33%
  -- $150 million senior secured term loan due 2016, B2, LGD3, 33%
  -- Ratings outlook: stable

The probability of default and first lien debt ratings were
determined using Moody's Loss Given Default Methodology.  The
first lien debt has the same rating as the corporate family rating
reflecting its preponderance of the capital structure.

MLM Information Services, headquartered in New York with major
operations in Deerfield, Il, and Sand Diego, CA, is a provider of
corporate tax software and services.


MLM INFORMATION: S&P Assigns 'B' Long-Term Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
preliminary long-term corporate credit rating to tax ERP software
solutions provider MLM Information Holdings Inc. (Delaware).  The
outlook is stable.

At the same time, S&P assigned 'B+' preliminary issue ratings and
'2' preliminary recovery ratings to the proposed $150 million
senior secured term loan B due 2016 and the proposed $15 million
revolving credit facility due 2015.  S&P expects both facilities
to be issued by MLM's wholly owned subsidiary MLM Holdings Inc.
(Delaware).

The ratings are based on draft documentation dated Oct. 29, 2010.
As such, ratings are subject to S&P's satisfactory review of the
final documentation.

"The rating on MLM reflects S&P's view of the company's narrow
business profile, moderately high leverage, and expectations of an
aggressive financial policy," said Standard & Poor's credit
analyst Philip Schrank, "partly offset by relatively resilient
free cash flow generation due its relatively recurring revenue
base and solid margins."  Pro forma for the debt-financed dividend
distribution as of Sept. 30, 2010, MLM's gross financial debt was
$150 million.

MLM is a software as a service provider of corporate tax ERP
software solutions through its wholly owned subsidiaries CORPTAX
Inc. and Tax Compliance Inc.  CORPTAX develops and markets
domestic corporate tax compliance, tax accounting, and tax
planning.


MORGANS HOTEL: Widens Third Quarter Net Loss to $37 Million
-----------------------------------------------------------
Morgans Hotel Group Co. filed its quarterly report on Form 10-Q,
reporting a net loss of $37.08 million on $57.74 million of total
revenues for the three months ended Sept. 30, 2010, compared with
a net loss of $27.82 million on $56.42 million of total revenues
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed $759.10
million in total assets, $801.22 million in total liabilities, and
a stockholder's deficit of $42.12 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e2a

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

Morgans Hotel reported total assets of $774.4 million, total
liabilities of $778.6 million and non-controlling interest of
$12.7 million, and a total deficit of $4.2 million as of June 30,
2010.

Morgans Hotel's forbearance agreements with the lenders which hold
the mortgage loans secured by its Hudson and Mondrian Los Angeles
hotels were extended until October 12, 2010.  The loans are
comprised of a $217.0 million first mortgage secured by the Hudson
and a $120.5 million first mortgage loan secured by the Mondrian
Los Angeles.


MPG OFFICE: Posts $15.55 Million Net Loss in September 30 Quarter
-----------------------------------------------------------------
MPG Office Truste Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $15.55 million on $112.21 million of total
revenues for the three months ended Sept. 30, 2010, compared with
a net loss of $48.58 million on $110.95 million of total revenues
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$3.26 billion in total assets, $4.16 billion in total liabilities,
and a stockholder's deficit of $897.21 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e30

                      About MPG Office Trust

MPG Office Trust Inc. is a self-administered and self-managed real
estate investment trust.  It is the largest owner and operator of
Class A office properties in the Los Angeles Central Business
District and are primarily focused on owning and operating high-
quality office properties in the high-barrier-to-entry Southern
California market.


MYLAN INC: Moody's Assigns 'B1' Rating to New Senior Notes
----------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to the new
senior unsecured note issuance of Mylan Inc.  At the same time,
Moody's affirmed Mylan's Ba3 Corporate Family Rating and Ba3
Probability of Default Rating.  The rating outlook for the ratings
remains positive.

Proceeds of the note offering are expected to be used to reduce
outstanding term loans.  The declining term loan balance and
application of Moody's Loss Given Default Methodology results in
an upgrade of the remaining term loans and revolving credit
facility to Baa3 from Ba1.

Rating assigned:

  -- B1 (LGD4, 69%) senior unsecured notes

Ratings affirmed, some with LGD point estimate revisions:

  -- Ba3 Corporate Family Rating

  -- Ba3 Probability of Default Rating

  -- SGL-1 Speculative Grade Liquidity Rating

  -- B1 (LGD4, 69%) senior unsecured notes due 2017 (previously
     LGD5, 80%)

  -- B1 (LGD4, 69%) senior unsecured notes due 2020 (previously
     LGD5, 80%)

Ratings upgraded:

  -- Senior secured revolving credit facility due 2013 to Baa3
     (LGD2, 13%) from Ba1 (LGD2, 25%)

  -- Senior secured Term Loan A due 2013 to Baa3 (LGD2, 13%) from
     Ba1 (LGD2, 25%)

  -- Senior secured Term Loan B due 2014 to Baa3 (LGD2, 13%) from
     Ba1 (LGD2, 25%)

                        Ratings Rationale

Mylan's Ba3 Corporate Family Rating continues to reflect good size
and scale as the #3 player in the global generics pharmaceutical
industry, and its improving cash flow profile.  The rating also
reflects higher financial leverage than peers, with several key
financial ratios in the "Ba" and "B" ranges of Moody's Global
Pharmaceutical Rating Methodology.  Mylan's Debt/EBITDA stood at
4.3 times as of September 30, 2010, reflecting Moody's
adjustments.  Following a strong third quarter, Mylan's FCF/Debt
was 8.3% for the 12 months ended September 30, 2010.

The B1 rating on the senior notes reflects their junior position
in Mylan's capital structure relative to approximately
$1.4 billion of senior secured term loans expected to be
outstanding after the refinancing.

An upgrade could occur if Mylan can comfortably sustain key cash
flow to debt ratios at the mid to upper ends of Moody's "Ba"
ranges for pharmaceutical companies.  These ranges include
Debt/EBITDA of 2.5x to 3.75x and FCF/Debt of 7.5% to 15%.
Conversely, a ratings downgrade is possible if Mylan pursues debt-
financed acquisitions resulting in Debt/EBITDA that is sustained
above 5 times.

Moody's does not rate Mylan's convertible notes of $600 million
due 2012 or the $575 million convertible notes due 2015.

Headquartered in Canonsburg, Pennsylvania, Mylan Inc. is a
specialty pharmaceutical company.  For the first nine months of
2010 Mylan reported total revenues of approximately $3.7 billion.


NATIONAL TRAVEL: Compelled by Trustee to Provide Documents
----------------------------------------------------------
James Clark at KCBD reports that a court order seeks to force a
Lubbock travel agency to disclose its financial information.

According to the report, National Travel Systems is part owned by
Benny Judah, who is now serving prison time for an investment
scheme.   The report relates that a court-appointed Receivership
Trustee in the Judah case gave National Travel a November 24th
deadline to provide budgets, projections and other information.

National Travel Systems is an independently owned travel agency
based in Texas with locations in Lubbock, Odessa, and
Indianapolis.


NEWALTA CORPORATION: Moody's Assigns 'Ba3' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
and Probability of Default Rating to Newalta Corporation, and a B1
rating to Newalta's proposed C$125 million senior unsecured notes
issue.  Moody's also assigned a Speculative Grade Liquidity rating
of SGL-3, indicating adequate liquidity.  The proceeds of the
notes offering will be used to repay outstandings under the
company's revolving credit facility.  This is the first time that
Moody's has rated Newalta.  The rating outlook is stable.

Assignments:

Issuer: Newalta Corporation

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

  -- Senior Unsecured Regular Bond/Debenture, Assigned B1, LGD4,
     63%

                        Ratings Rationale

"Newalta Corporation's Ba3 CFR reflects its breadth of operations
and diversity within the Canadian industrial waste management
segment, its regulatory permits and technological expertise that
provide competitive advantage, long-standing customer base and
reasonable leverage," said Terry Marshall, Moody's analyst.
"However, the rating also considers the company's relatively small
size within the broader waste management and oil-field services
industries and susceptibility of earnings and cash flow to
volatile oil and lead prices."

The stable outlook reflects Moody's expectation that EBITDA will
grow modestly, reducing leverage over time.  A negative outlook or
downgrade could result if the company were unable to sustain an
adjusted debt to EBITDA ratio below about 3.25x.  The rating is
unlikely to be raised given the company's relatively small size
compared to similarly rated waste management and oil field
services companies.  However, if the company were to grow
materially either organically or through acquisition without
degrading its current leverage, or if it were to operate with
materially lower leverage, a positive outlook or upgrade in rating
would be considered.

The SGL-3 Speculative Grade Liquidity Rating reflects adequate
liquidity.  The company has a C$350 million revolver that matures
in February 2012, a relatively short-dated maturity for a facility
that the company relies on for borrowings, pro forma for closing
of the notes, of about C$75 million and C$25 million of letters of
credit.  Additionally, Newalta carries very little cash on hand,
managing its day-to-day cash requirements using the revolving
credit line.  Moody's expect the company to extend the maturity of
the revolving facility prior to February 2011.  Newalta should be
able to fund its interest payments, dividends, maintenance capex
and working capital from internally generated cash flow through
2011.  The company should also be able to fund growth capex from
internally generated cash flow.  Newalta will have access to its
revolver to bridge any funding shortfall.  The company is expected
to be in compliance with its three financial covenants through
2012 (current ratio not less than 1.1x; funded debt to EBITDA not
greater than 3x and fixed charge coverage ratio not less than
1:1).  Alternate liquidity is limited by the fact that all of the
assets are pledged to the revolver lenders.

The B1 unsecured notes rating is notched down from the Corporate
Family Rating due to the prior ranking debt in the form of the
C$350 million revolving credit facility, as per Moody's Loss Given
Default Methodology.

Newalta Corporation is a Calgary, Alberta-based waste management
company that had revenues of C$551 million in the last twelve
months ending September 30, 2010.


NEWPAGE CORP: S&P Retains 'CCC+' Issue-Level Rating
---------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
NewPage Corp.'s senior secured first-lien notes to '4' from '3'.
The issue-level remains unchanged at 'CCC+', in line with S&P's
'CCC+' corporate credit rating on the company and S&P's notching
guidelines for a '4' recovery rating.

S&P notes that S&P continues to value the company at approximately
$1.5 billion and that its recovery percentage estimate for the
first-lien notes has not changed materially since S&P's Oct. 7,
2009 recovery report.  "Nonetheless, S&P believes that a '4'
recovery more appropriately conveys the risk that the company's
postdefault enterprise value may be affected by stresses more
severe than what S&P's analysis contemplates given the highly
cyclical industry in which NewPage operates," said Standard &
Poor's credit analyst Tobias Crabtree.

The corporate credit rating on Miamisburg, Ohio-based NewPage is
'CCC+' and the outlook is negative.  The issue-level ratings on
NewPage's second-lien notes and senior subordinated notes remain
unchanged at 'CCC-'.  The recovery ratings remain at '6'.

                           Ratings List

                           NewPage Corp.

         Corporate Credit Rating        CCC+/Negative/--
         Second-Lien Notes              CCC-
          Recovery Rating               6
         Senior Subordinated Notes      CCC-
          Recovery Rating               6

           Ratings Unchanged; Recovery Ratings Revised

                          NewPage Corp.

                                    To                 From
                                    --                 ----
     Senior Sec. First-Lien Notes   CCC+               CCC+
      Recovery Rating               4                  3


NGAS RESOURCES: Seeks Lenders' Forbearance; Explores Sale
---------------------------------------------------------
NGAS Resources disclosed on Tuesday it was not in compliance with
the leverage ratio covenant under its credit facility as of
September 30.  The company currently has outstanding borrowings of
$35.8 million under its credit facility and $21.5 million
principal amount of outstanding convertible notes.  The
convertible notes contain a cross default provision that would
entitle the holders to call their notes for redemption as a result
of this default.

The company is currently engaged in discussions with its lenders
to obtain a waiver or forbearance of such defaults but those
negotiations may not be successful.  If the lenders choose to
accelerate their indebtedness, the company does not have
sufficient cash to make these payments.

The company said that during the third quarter it hired an
investment bank to assist the company and that it is evaluating
all of its strategic alternatives and that it is actively pursuing
possible transactions that may include the sale of the company or
of some, or all of, the company's assets.

There can be no assurances that the company's evaluation and
pursuit of strategic alternatives will result in any specific
transactions.  The company does not intend to disclose
developments with respect to its evaluation and pursuit of
strategic alternatives unless, and until the evaluation of all
proposals and alternatives has been completed, and the company has
entered into a transaction, or unless otherwise required by law or
where a disclosure is deemed appropriate.

While this process is underway, NGAS will continue with plans to
drill up to 57 horizontal wells in its 2010 drilling partnership.

On November 9, the company reported third quarter 2010 total
revenue of $11.0 million, compared to $11.2 million for the
comparable quarter in 2009.  Results for the quarter reflect a 19%
increase in contract drilling revenue offset by lower production
and higher transportation costs.  Oil and gas production revenue
was down 10% in the quarter reflecting a 15% production decline
partially offset by slightly higher natural gas prices.

For the quarter, the company reported a net loss of $2.5 million,
compared to a net loss of $1.1 million in third quarter 2009.

A copy of the company's earnings release is available
at http://is.gd/gXgIo

Lexington, Kentucky-based NGAS Resources (Nasdaq:NGAS) --
http://www.ngas.com/-- is an independent exploration and
production company focused on unconventional natural gas plays in
the eastern United States, principally in the southern Appalachian
Basin.


NYC OFF-TRACK: Proofs of Claim Due By Dec. 21, 2010
---------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has entered an Order establishing Dec. 21, 2010, at
5:00 p.m. as the deadline for creditors to file a proof of claim
against New York City Off-Track Betting Corporation.  The Bar Date
and the procedures set forth below for filing proofs of claim
apply to all claims against NYC OTB that arose prior to Dec. 3,
2009 (the date on which NYC OTB commenced its case under Chapter 9
of the United States Bankruptcy Code).

To file your claim, you must use a proof of claim form that
conforms substantially to Official Form No. 10.  Official Form No.
10 may be obtained at http://www.uscourts.gov/bkforms/

                          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 sought protection under Chapter 9 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 09-17121) on December 3, 2009.  NYC
OTB is represented by Richard Levin, Esq., at Cravath, Swaine &
Moore LLP., in New York City, and Michael S. Fox, Esq., Herbert C.
Ross, Esq., David Y. Wolnerman, Esq., at Olshan Grundman Frome
Rosenzweig & Wolosky LLP in New York City.

At September 30, 2009, NYC OTB disclosed $18,468,147 in total
assets, $74,912,742 in total current liabilities, $6,982,887 in
long-term liabilities, and $201,020,000 in long-term post
employment benefits.


OMEGA HEALTHCARE: S&P Rates New $350 Mil. Notes at 'BB+'
--------------------------------------------------------
Standard & Poor's Ratings Services rated Omega Healthcare
Investors Inc.'s new $350 million 6.75% senior unsecured notes
due 2022 'BB+' with a '2' recovery rating, which indicates S&P's
expectation for substantial (70%-90%) recovery in the event of
default.  The notes, which priced at a premium to yield 6.26%,
are an add-on to the company's $225 million offering that closed
in October 2010.  Omega will use proceeds to fund the previously
announced tender offer for its $310 million 7% senior unsecured
notes due 2014, and for other corporate purposes.

Hunt Valley, Maryland-based Omega is the largest publicly traded
owner of skilled nursing and assisted living facilities in the
U.S. S&P's weak business risk profile assessment reflects a health
care tenant base that is reliant upon potentially volatile
government reimbursement, although S&P acknowledges Omega's recent
success in diversifying its tenant base through acquisitions.
S&P's intermediate financial risk profile reflects moderate levels
of debt and an adequate liquidity profile that will be further
bolstered by the new note offering.

                          Ratings List

                 Omega Healthcare Investors Inc.

  Corporate credit                              BB/Positive/--
  $350 mil. 6.75% sr unsecured notes due 2022   BB+
    Recovery rating                             2


OMNICOMM SYSTEMS: Amends Q1 2010 to Correct Accounting Errors
-------------------------------------------------------------
OmniComm Systems, Inc., filed on November 3, 2010, Amendment No. 1
to its quarterly report on Form 10-Q for the three months ended
March 31, 2010, originally filed with the Securities and Exchange
Commission on May 17, 2010, to amend and restate the Company's
interim unaudited consolidated financial statements for the period
ended March 31, 2010, and the related disclosures.

The Company has concluded that there were material accounting
errors with respect to certain customer accounts receivable issued
during December 2009 and March 2010.  Subsequent to filing its
financial statements for the year ended December 31, 2009, and for
the quarter ended March 31, 2010, the Company has determined that
certain customer receivables totaling $2,425,423 that were
recorded at December 31, 2009, should instead have been recorded
in January 2010.  In addition, the Company determined that certain
customer receivables totaling $687,970 that were recorded at
March 31, 2010, should instead have been recorded in April 2010.
The receivables in question relate to client contracts for on-
going projects that, although long-term in nature, are considered
executory contracts under GAAP since the services are expected to
be rendered on a go-forward basis.  Given this accounting
treatment, the client billings should have been recorded as a
receivable and in turn a deferred revenue obligation in the month
the obligations are expected to be collected.  As a result of this
error, the Company has restated its consolidated balance sheets at
December 31, 2009, and March 31, 2010, and its consolidated
statements of cash flows for the year ended December 31, 2009, and
for the quarter ended March 31, 2010.

The effects of the restatement on certain line items within the
Company's consolidated balance sheet at March 31, 2010, and the
consolidated statement of cash flows for the three months ended
March 31, 2010, are as shown below:

                                      March 31, 2010
                            As Restated     As Previously Filed
                            -----------     -------------------
Accounts receivable, net     $1,345,602           $2,033,573
Total current assets         $1,756,121           $2,444,092

TOTAL ASSETS                 $4,107,309           $4,795,280

Deferred revenue, current
  portion                    $4,628,883           $5,241,474

Total current liabilities    $8,900,732           $9,513,323

TOTAL LIABILITIES           $21,796,400          $22,484,371

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY       $4,107,309           $4,795,280

                                 For the Three Months Ended
                                       March 31, 2010
                            As Restated     As Previously Filed
                            -----------     -------------------
Changes in assets and
  liabilities
Accounts receivable           $(758,483)          $1,087,611

Deferred revenue             $2,516,799             $670,705

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

               http://researcharchives.com/t/s?6e11

                      About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. (OTC: OMCM.OB)
-- http://www.OmniComm.com/-- provides customer-driven Internet
solutions to pharmaceutical, biotechnology, research and medical
device organizations that conduct life changing clinical trial
research.

                          *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
Greenberg & Company LLC, in Springfield, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has incurred losses
and has a net capital deficiency.


ORLEANS HOMEBUILDERS: To Tap $155MM in Bankruptcy-Exit Financing
----------------------------------------------------------------
With its confirmation hearing on the horizon, Orleans Homebuilders
Inc. is seeking court approval to tap $155 million in bankruptcy-
exit financing, Dow Jones' Small Cap reports.

According to the report, court papers said that J.P. Morgan
Securities LLC and J.P. Morgan Chase Bank have committed to
provide Orleans with two loans, a $125 million term loan facility
and a $30 million revolving credit facility.  The report relates
that proceeds from the package will be used to repay Orleans'
bankruptcy loan, fund a $6 million pool for unsecured creditors
and equip the company with working capital moving forward.

But before Orleans can tap the funds, it must convince the court
that the deal conforms to Bankruptcy Code standards, the report
notes.

Dow Jones' says that Judge Peter J. Walsh of the U.S. Bankruptcy
Court in Wilmington, Del., is set to consider approving the deal
at a hearing Nov. 16. Orleans' confirmation hearing, initially set
for Nov. 16, has been bumped back to Nov. 24.

                     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.


P AND P: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: P and P "Quick-Sett" Services, Inc.
        220 W Exchange Street
        Providence, RI 02903-1004

Bankruptcy Case No.: 10-14705

Chapter 11 Petition Date: November 8, 2010

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Debtor's Counsel: Russell D. Raskin, Esq.
                  RASKIN & BERMAN
                  116 East Manning Street
                  Providence, RI 02906
                  Tel: (401) 421-1363
                  E-mail: mail@raskinberman.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Michael Elling, acting CFO.


PACIFIC OFFICE: Defaults Under City Square Loans
------------------------------------------------
Pacific Office Properties Trust, Inc., disclosed in a Form 10-Q
filing this week with the Securities and Exchange Commission that
non-recourse loans of $27.5 million -- Senior Note secured by the
Company's City Square property in Phoenix, Arizona -- and $27.3
million -- Mezzanine Note secured by a pledge of ownership
interests in the entities owning the City Square property --
matured on September 1, 2010.  On October 15, 2010, the Company
signed a forbearance agreement with the lender of the Senior Note.
The Company continues to seek a loan workout agreement with the
lender of the Mezzanine Note, but there can be no assurance that
it will be successful.  The Company intends to repay the Senior
Note and the Mezzanine Note from the proceeds of the Company's
proposed registered public offering of listed common stock, but
there can be no assurance that this offering will be completed.

Under the forbearance agreement, the default interest of 5% in
excess of the stated rate and late charge penalties in the amount
of approximately $1.9 million will be forgiven if the loan is
repaid in full prior to the expiration of the forbearance period,
which is the earliest to occur of five business days following the
completion of the Company's proposed public offering, certain
breaches or defaults by the Company under the forbearance
agreement or loan documents, and January 14, 2011.

A copy of the Company's Form 10-Q report is available at
http://is.gd/gXiLS

Pacific Office Properties Trust, Inc., through its operating
partnership, as of September 30, 2010, owned eight office
properties comprising approximately 2.3 million rentable square
feet and interests -- ranging from 5% to approximately 32% -- in
16 joint venture properties, of which the Company has managing
ownership interests in 15, comprising approximately 2.4 million
rentable square feet.  As of September 30, 2010, its Property
Portfolio included office buildings in Honolulu, San Diego, Orange
County, certain submarkets of Los Angeles and Phoenix.

At September 30, the Company had total assets of $514.324 million
and total liabilities of $479.845 million.


PEARSON'S WINE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Pearson's Wine of Atlanta, Inc.
        3072 Early Street, NW
        Atlanta, GA 30305

Bankruptcy Case No.: 10-93820

Chapter 11 Petition Date: November 8, 2010

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: J. Robert Williamson, Esq.
                  SCROGGINS AND WILLIAMSON
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  E-mail: rwilliamson@swlawfirm.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-93820.pdf

The petition was signed by Marvin W. Eisenberg, president.


PETCO ANIMAL: Moody's Assigns 'B1' Rating to $1.1 Bil. Loan
-----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to PETCO Animal
Supplies Stores, Inc.'s proposed $1.1 billion senior secured term
loan.  All other ratings including the company's B2 Corporate
Family and Probability of Default Ratings were affirmed.  The
outlook was changed to negative from stable.

                        Ratings Rationale

The change in outlook to negative from stable was triggered by
Petco's plans to undertake a refinancing, increase debt, and pay
up to a $700 million dividend to its owners.  The net result of
this transaction will be to increase leverage and weaken overall
credit metrics.

The $1.1 billion senior secured term loan due 2017 is a part of a
$1.725 billion refinancing announced by PETCO.  In addition to the
term loan, Moody's expects that the company will issue about
$625 million of senior unsecured notes as well as replace its
$200 million asset based revolving credit facility with a new
$250 million ABL expiring in 2015.  The proceeds of the
refinancing, along with cash on hand, will be used to repay the
company's $674 million term loan due 2013 and $450 million
subordinated notes due 2014, and pay a dividend to PETCO's equity
owners.

The B2 Corporate Family Rating anticipates that PETCO's credit
metrics will remain weak pro forma for the transaction.  Moody's
expects that debt to EBITDA will remain above 6.5 times over the
next twelve months.  The rating also reflects the continuing weak
macro-economic environment and the company's aggressive financial
policy.  Balancing these are PETCO's good liquidity, its stable
operating performance through the recession, and its broad
geographic diversification.

Moody's ratings are subject to receipt and review of final
documentation.  Upon closing of the transaction the Corporate
Family Rating will be moved to the holding company, Petco Animal
Supplies, Inc.

New rating assigned:

  -- $1.1 billion senior secured term loan due 2017 at B1 (LGD 3,
     35%).

These ratings are affirmed:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2

  -- $674 million senior secured term loan due 2013 at B1 (LGD 3,
     33%) (to be withdrawn upon completion of the refinancing)

Given the negative outlook and the company's aggressive financial
policies, an upgrade in the near to medium term is unlikely.  Over
the longer term, a higher rating would require that PETCO
demonstrate the ability and willingness to achieve and maintain
debt/EBITDA below 5.25 times and EBITA/interest expense above 1.5
times.  A higher rating would also require that the company
continue to generate positive free cash flow and maintain a good
liquidity profile.  A stabilization of the outlook would require
debt/EBITDA to fall and be sustained below 6.5 times.

Ratings could be pressured if PETCO's operating performance
deteriorates below recent levels -- an indication that it is not
benefiting from spending on operating improvements, if debt levels
materially increase, or if liquidity weakens.  Quantitatively, a
downgrade could occur if debt/EBITDA remains above 6.5 times over
a prolonged period or if EBITA/interest expense is not sustained
above 1.25 times.

PETCO Animal Supplies, headquartered in San Diego, California, is
a specialty retailer of premium supplies, food, and services for
household pets.  The company currently operates over 1,000 stores
in 50 states.  Revenues are about $2.8 billion.


PHOENIX FOOTWEAR: Gets $5.75-Mil. Revolver from Gibraltar
---------------------------------------------------------
On November 3, 2010, Phoenix Footwear Group Inc., together with
its subsidiaries, H.S. Trask & Co., and Penobscot Shoe Company,
entered into a Loan and Security Agreement with Gibraltar Business
Capital, LLC, as agent for the benefit of Gibraltar Business
Capital and Westran Industrial Loan Co., LLC, for a three-year
revolving credit facility and a three-year term loan,
collateralized by substantially all of the assets of the Company
and its subsidiaries.

The Loan and Security Agreement provides for up to $5.75 million
in borrowing capacity consisting of a secured first lien revolving
credit facility of up to $4.25 million with a three-year maturity
and a secured second lien term loan of $1.5 million with a three-
year maturity.

Under the Loan and Security Agreement, the Company entered into
the following promissory notes with the Lenders: $3,250,000
Revolving Credit Note with Gibraltar Business Capital; $1,000,000
Revolving Credit Note with Westran Industrial Loan Co., LLC;
$1,000,000 Term Loan Note with Westran Industrial Loan Co., LLC;
and, $500,000 Term Loan Note with Gibraltar Business Capital, LLC.

Proceeds from the borrowings made on November 3, 2010, were used
to pay in full the outstanding balances of $2.9 million, including
a $60,000 of prepayment penalties, owed to its prior lender, First
Community Financial.  As a result, all commitments under the
Accounts Receivable and Inventory Security Agreement dated
December 4, 2009, with First Community Financial, a Division of
Pacific Western Bank, as amended, and related $4,500,000 Multiple
Advance Promissory Note dated December 4, 2009 and Intellectual
Property Security Agreement dated December 4, 2009 were
terminated, all borrowings thereunder were repaid, and all liens
thereunder were released, in each case effective November 4, 2010.

Borrowings under the Revolving Credit Facility bear interest at a
rate equal to the prime rate plus 8.00%. Borrowings under the Term
Loan Facility bear interest at a rate equal to the prime rate plus
12.75%.  In addition, the Company will be charged a $5,000 monthly
loan servicing fee.  A prepayment premium will be due the lenders
if the Company terminates the credit facility prior to the
original three year term date.  The prepayment premium is based on
3% of the outstanding credit facility for prepayments within the
first year of closing, 2% of the outstanding credit facility for
prepayments within the second year of closing, and 1% of the
outstanding credit facility for prepayments within the third year
of closing prior to the termination date.

The Loan and Security Agreement includes various financial and
other covenants with which the Company has to comply in order to
maintain borrowing availability and avoid penalties, including
maintaining required EBITDA amounts.

                        About Phoenix Footwear

Based in Carlsbad, California, Phoenix Footwear Group, Inc. (NYSE
Amex: PXG) specializes in quality comfort women's and men's
footwear with a design focus on fitting features.  Phoenix
Footwear designs, develops, markets and sells footwear in a wide
range of sizes and widths under the brands Trotters(R),
SoftWalk(R), and H.S. Trask(R).  The brands are primarily sold
through department stores, leading specialty and independent
retail stores, mail order catalogues and internet retailers and
are carried by approximately 650 customers in more than 900 retail
locations throughout the U.S.  Phoenix Footwear has been engaged
in the manufacture or importation and sale of quality footwear
since 1882.

The Company's balance sheet at July 3, 2010, showed $12.03 million
in total assets, $6.88 million in total liabilities, and total
stockholders' equity of $5.15 million.

                           *     *     *

According to the Troubled Company Reporter on May 17, 2010,
Phoenix Footwear Group, Inc., warned in a regulatory filing with
the Securities and Exchange Commission that it does not expect it
will be in compliance with a covenant under an agreement with
First Community Financial as of the end of May 2010.  First
Community Financial is a division of Pacific Western Bank.


PILGRIM'S PRIDE: Judge Wants Accord on Diesel Fuel Tax Claims
-------------------------------------------------------------
The Texas Comptroller in February 2009 filed a proof of claim, No.
1196, asserting a priority claim for $1,163,192 for diesel fuel
taxes and interest allegedly incurred by Pilgrim's Pride Corp.
between the November 11, 2004, and June 30, 2008 audit period.
The Office of the Attorney General, Bankruptcy Collections
Division, filed a proof of claim, No. 1603, asserting an
unliquidated general unsecured claim for penalties assessed under
TEXAS TAX CODE Sec. 162.402 based on the diesel fuel taxes and
interest allegedly incurred and unpaid by PPC during the Audit
Period.

In May 2009, the Comptroller filed a proof of claim, No. 3805,
asserting a priority claim for $1,205,606.69, amending POC 1196.
In June 2009, the Comptroller filed proof of claim no. 5128
asserting a priority claim for $1,205,606.69, amending POC 3805.

Pilgrim's Pride objects to the Claims.  The Debtors assert that
PPC's use of dyed diesel fuel in PPC's delivery trucks for
refrigeration purposes is non-taxable under chapter 162 of the
TEXAS TAX CODE regardless of whether or not Debtors held a license
as a Bonded User.  The Debtors also argue that PPC's use of dyed
diesel fuel in off-road vehicles is non-taxable since PPC could
have obtained a license as a Bonded User and, once PPC became a
Bonded User, could have purchased dyed diesel fuel tax-free in
unlimited quantities.  The mere failure of PPC to obtain this
license, argue Debtors, did not deprive the state of Texas of any
tax revenues to which it was entitled.  Moreover, Debtors contend
that even if taxes are owed as a result of PPC's failure to obtain
a license as a Bonded User, the Comptroller must assess those
taxes against and collect them from PPC's suppliers, not PPC.

The Hon. Michael D. Lynn directs the parties to stipulate to any
facts relevant to the Debtors' alleged tax liability for purchases
of dyed diesel fuel used in the refrigeration units of PPC's
delivery trucks.  If the parties cannot agree on the relevant
facts they should contact the court to set the matter for
evidentiary hearing, Judge Lynn says.

Judge Lynn also directs the parties to stipulate if they are able
to the amount of the Debtors' tax liability for purchases of dyed
diesel fuel used in off-road vehicles, and to the amount of civil
penalties, if any, owed by Debtors under sections 162.402(12) and
(13). If the parties cannot agree, they are directed to set an
evidentiary hearing.

Judge Lynn also rules that the portion of the Debtor's object to
Claim No. 5128 objecting to taxes imposed by the Comptroller on
purchases of dyed diesel fuel used by PPC in off-road vehicles is
overruled.  The mere fact that PPC could have become a Bonded User
had it exercised proper diligence does not excuse tax liability
under any provision of chapter 162.

The Court declines at this time to reach the issue of whether the
Debtors owe tax penalties under section 162.402 as alleged in
their objection to Claim No. 1603.

A copy of Judge Lynn's memorandum opinion and order, dated
October 28, 2010, is available at http://is.gd/gVDL2from
Leagle.com.

                       About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is
one of the largest chicken companies in the United States, Mexico
and Puerto Rico.  The Company's fresh chicken retail line is sold
throughout the US, throughout Puerto Rico, and in the northern and
central regions of Mexico.  The Company exports commodity chicken
products to 90 countries.  The Company operates feed mills,
hatcheries, processing plants and distribution centers in 15 U.S.
states, Puerto Rico and Mexico.

Pilgrim's Pride and six of its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code on
December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664).  The
Company's subsidiaries in Mexico and certain subsidiaries in the
United States were not included in the filing and operated outside
of the Chapter 11 process.

Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy
counsel.  Lazard Freres & Co., LLC, was the Company's investment
bankers.  Kurtzman Carson Consulting LLC served as claims and
notice agent.  Kelly Hart and Brown Rudnick represented the
official equity committee.  Attorneys at Andrews Kurth LLP
represented the official committee of unsecured creditors.

On December 10, 2009, the Bankruptcy Court confirmed the Joint
Plan of Reorganization filed by the Debtors.  The Plan was
premised on the sale of the business to JBS SA.  Under the Plan,
creditors are paid in full.  Existing owners retained 34% of the
equity.  The Company emerged from its Chapter 11 bankruptcy
proceedings on December 28, 2009.


PRISCO PROPERTIES: Conversion or Dismissal Submissions Due Nov. 22
------------------------------------------------------------------
The Hon. Kathryn C. Ferguson gives interested parties until
November 22, 2010, to address the limited issue of whether
conversion or dismissal is in the best interest of Prisco
Properties, LLC's bankruptcy estate.  Prisco filed its Disclosure
Statement and Plan of Reorganization on July 18, 2010.  TD
Banknorth, N.A., filed a motion pursuant to 11 U.S.C. Sec. 1112(b)
to convert the case to Chapter 7.  Judge Ferguson says cause for
conversion or dismissal has been established under Sec. 1112(b).

The Debtor's sole asset is real property located at 2211-2219
Allenwood Road, Wall Township, New Jersey.  TD Bank, and its
predecessor-in-interest Hudson United Bank, made four loans to the
Debtor in the aggregate principal amount of $7,175,000, secured by
mortgages encumbering the Property.  The Debtor defaulted on its
obligations on the loans, and in 2008 TD Bank obtained a judgment
against the Debtor for $6,506,876.58.

The case is In re: Prisco Properties, LLC (Bankr. D. N.J. Case No.
10-21719), and a copy of the Court's opinion, dated November 1,
2010, is available at http://is.gd/gVMsLfrom Leagle.com.

TD Banknorth is represented in the case by:

          Paul Rubin, Esq.
          John M. August, Esq.
          HERRICK FEINSTEIN LLP
          2 Park Avenue
          New York, New York  10016
          Telephone: (212) 592-1448
          Facsimile: (212) 545-3360
          E-mail: prubin@herrick.com
                  jaugust@herrick.com

The Debtor is represented by:

          Morris S. Bauer, Esq.
          Melissa A. Pena, Esq.
          NORRIS MCLAUGHLIN & MARCUS, P.A.
          721 Route 202-206
          P.O. Box 5933
          Bridgewater, NJ 08807-5933
          Telephone: (908) 722-0700
          Facsimile: (908) 722-0755
          E-mail: mbauer@nmmlaw.com
                  mapena@nmmlaw.com


RASER TECH: Posts $13 Million Net Loss in September 30 Quarter
--------------------------------------------------------------
Raser Technologies Inc. reported that net loss applicable to
common stockholders for the three months ended September 30, 2010
was approximately $13.0 million compared to a net loss applicable
to common stockholders of $3.8 million for the three months ended
September 30, 2009.

The Company's balance sheet at Sept. 30, 2010, showed $57.68
million in total assets, $107.26 million in total liabilities, and
a stockholder's deficit of $49.58 million

Cost of revenue for the three months ended September 30, 2010
totaled $1.4 million compared to $2.9 million for the same period
in 2009.  The decrease in cost of revenue for 2010 was primarily
due to the decrease in depreciation expense of $0.7 million due to
a reduction of the basis in the Thermo No. l plant by 30% due to
receipt of the federal grant in 2009 and an impairment in the fair
value of the Thermo No. 1 plant that occurred during the second
quarter of 2010 that also reduced the amount of depreciation
expense over the estimated useful life of the plant.

"We are very pleased with the progress we made in the third
quarter," said Raser Chief Executive Officer, Nick Goodman.  "We
are moving forward in several key areas including: the separation
of the renewable energy and automotive segments of the Company,
the development of our Lightning Dock project, and the sale of
Thermo No. 1."

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6e24

                     About Raser Technologies

Provo, Utah-based Raser Technologies, Inc. (NYSE: RZ)
-- http://www.rasertech.com/-- is an environmental energy
technology company focused on geothermal power development and
technology licensing.  Raser's Power Systems segment develops
clean, renewable geothermal electric power plants with one
operating plant in southern Utah and eight active and early stage
projects in four western United States: Utah, New Mexico, Nevada
and Oregon, as well as a concession for 100,000 acres in
Indonesia.  Raser's Transportation and Industrial segment focuses
on extended-range plug-in-hybrid vehicle solutions and using
Raser's award-winning Symetron(TM) technology to improve the
torque density and efficiency of the electric motors and drive
systems used in electric and hybrid-electric vehicle powertrains
and industrial applications.

The Company's balance sheet as of June 30, 2010, showed
$90.0 million in total assets, $130.6 million in total
liabilities, and a stockholders' deficit of $40.6 million.

                          *     *     *

Hein & Associates LLP, in Denver, Colo., 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, has used significant
cash for operating activities since inception, has significant
purchase commitments in 2010 and has a lack of sufficient working
capital.

Raser Technologies did not make the $2.2 million semi-annual
interest payment due October 1, 2010, on its 8% Convertible Senior
Notes Due 2013.

The Company satisfied the semi-annual interest payment obligation
after receiving $1.10 million from the Thermo No. 1 plant escrow
funds and $1.15 million from a loan with Evergreen Clean Energy,
LLC, late in October 2010.


REBECCA KELLY: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rebecca S. Kelly
        815 Buckhorn Road
        Sanford, NC 27330

Bankruptcy Case No.: 10-09331

Chapter 11 Petition Date: November 10, 2010

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: Richard D. Sparkman, Esq.
                  RICHARD D. SPARKMAN & ASSOC., P.A.
                  P.O. Drawer 1687
                  Angier, NC 27501
                  Tel: (919) 639-6181
                  E-mail: rds@sparkmanlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb10-09331.pdf

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Daniel C. and Kimberly Q. Kelly       10-09327            11/10/10
David W. and Tamara W. Kelly          10-09329            11/10/10
Kelly Farms, a NC General Partnership 10-09324            11/10/10


REOSTAR ENERGY: Files List of 21 Largest Unsecured Creditors
------------------------------------------------------------
ReoStar Energy Corporation has filed with the U.S. Bankruptcy
Court for the Northern District of Texas a list of its 21 largest
unsecured creditors:

   Entity                       Nature of Claim       Claim Amount
   ------                       ---------------       ------------
Efire, Ld.                      Note Payable          $3,194,594
3880 Hulen Street, Suite 510    Accrued Interest          86,146
Fort Worth, TX 76107            Loan                      50,000
                                                       ---------
                                Total Owed            $3,330,739
                                                       ---------

Rife Energy Operating           Trade                 $1,034,042
3880 Hulen Street, Suite 510
Forth Worth, TX 76107

Mark Zouvas                     Note Payable            $324,330
2959 Magnolia Hill Court        Accrued Interest          69,462
Dallas, TX 75201                November Auto Allowance    1,100
                                                        --------
                                Total Owed              $394,892

Tritaurian Capital, Inc.        Trade                   $162,253

Vern Wilson                     Back Wages              $112,000

Bracewell & Giuliani, LLP       Lender's Legal Fees      $79,235

Greenberg, Traurig, LLP         Legal Fees               $66,815

Killman, Murrell & Company, PC  Audit Fees               $30,957

R.J. Faulkner & Company         Trade                    $12,500

Jean-Baptiste Heinzer           Director Fees            $12,000

Alan Rae                        Director Fees            $12,000

Goodrich Postnikoff             Legal Fees                $6,120

Imperial Credit Corporation     Property & Casualty       $5,668
                                Insurance

Hein & Associates LLP           Accounting Fees           $3,250

PG Energy Holdings LP           Trade                     $2,362

FedEx                           Trade                     $2,142

Corsicana ISD Tax Office        Property Taxes            $1,624

Haas Petroleum Engineering      Trade                     $1,126
Services

Russel P. Hudson, Tax           Property Tax                 $944
Assessor-Collector

Scott Allen                     Auto Allowance               $750
                                Per Employment Contract

On-Site Computer Solutions      Trade                        $393

Fort Worth, Texas-based ReoStar Energy Corporation, aka Goldrange
Resources, Inc., filed for Chapter 11 bankruptcy protection on
November 1, 2010 (Bankr. N.D. Tex. Case No. 10-47176).  Bruce W.
Akerly, Esq., at Cantey Hanger LLP, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets at
$10 million to $50 million.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Leasing, Inc., and ReoStar Operating, Inc.  ReoStar Energy
is the lead case.


REOSTAR ENERGY: Gets Court's Interim Nod to Use Cash Collateral
---------------------------------------------------------------
ReoStar Energy Corporation, et al., sought and obtained
interim authorization from the Hon. D. Michael Lynn of the U.S.
Bankruptcy Court for the Northern District of Texas to use the
cash collateral of BT and MK Energy and Commodities, LLC, until
November 29, 2010.

In October 2008, ReoStar Energy and Union Bank, N.A., entered
into that certain credit agreement in the principal amount of
$25 million.  That same day, consistent with the Credit Agreement,
ReoStar Energy and Union Bank entered into that certain promissory
note in the principal amount of $25 million.  ReoStar Energy's
obligations under the Note, Credit Agreement, and related
transactional instruments and rights relating thereto and
thereunder were acquired by BTMK through a purchase, sale, and
assignment transaction that closed in August 2010.

BTMK has asserted that the Debtors' monetary obligations to Union
Bank under the loan documents are secured by security interests in
cash proceeds and other cash equivalents from the operation of the
Debtors' businesses.

Bruce W. Akerly, Esq., at Cantey Hanger LLP, explains that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  The Debtors will use the collateral
pursuant to a weekly budget, a copy of which is available for free
at http://bankrupt.com/misc/REOSTAR_ENERGY_budget.pdf

In exchange for the Debtors' use of the cash collateral, BTMK is
granted a postpetition security lien in and on all of the Debtors'
postpetition assets to secure an amount of BTMK's prepetition
claims, which will be equal to the aggregate diminution in the
value of the collateral resulting from the Debtors' use of cash
collateral during the interim period.

The Debtors must provide, at the request of BTMK, financing
statements, mortgages, deeds of trust, security deeds, notices of
liens, or similar documents or instruments.

Fort Worth, Texas-based ReoStar Energy Corporation, aka Goldrange
Resources, Inc., filed for Chapter 11 bankruptcy protection on
November 1, 2010 (Bankr. N.D. Tex. Case No. 10-47176).  Bruce W.
Akerly, Esq., at Cantey Hanger LLP, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Leasing, Inc., and ReoStar Operating, Inc.  ReoStar Energy
is the lead case.


REOSTAR ENERGY: Section 341(a) Meeting Scheduled for Dec. 10
------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of ReoStar
Energy Corporation's creditors on December 10, 2010, at 2:30 p.m.
The meeting will be held at Fritz G. Lanham Federal Building, 819
Taylor Street, Room 7A24, Ft. Worth, TX 76102.

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.

Fort Worth, Texas-based ReoStar Energy Corporation, aka Goldrange
Resources, Inc., filed for Chapter 11 bankruptcy protection on
November 1, 2010 (Bankr. N.D. Tex. Case No. 10-47176).  Bruce W.
Akerly, Esq., at Cantey Hanger LLP, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Leasing, Inc., and ReoStar Operating, Inc.  ReoStar Energy
is the lead case.


REOSTAR ENERGY: Taps Cantey Hanger as Bankruptcy Counsel
--------------------------------------------------------
ReoStar Energy Corporation, et al., ask for authorization from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
Cantey Hanger LLP as bankruptcy counsel.

Cantey Hanger will, among other things:

     a. assist in potential sales of the Debtors' assets;

     b. prepare motions, applications, answers, orders, reports,
        and other legal papers and documents to further the
        Debtors' interests and objectives, and assist the Debtors
        in the preparation of schedules, statements, and reports;

     c. assist the Debtors in formulating and confirming a Chapter
        11 plan; and

     d. assist the Debtors in analyzing and appropriately treating
        the claims of creditors.

Cantey Hanger will be paid based on the hourly rates of its
professionals:

        Bruce W. Akerly, Partner                 $425
        Perry Cockerell, Partner                 $385
        Todd Liles, Associate                    $275
        Chris Elam, Associate                    $185
        Marie Zastrow, Paralegal                 $125

Bruce W. Akerly, an attorney at Cantey Hanger, assures the Court
that the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

Fort Worth, Texas-based ReoStar Energy Corporation, aka Goldrange
Resources, Inc., filed for Chapter 11 bankruptcy protection on
November 1, 2010 (Bankr. N.D. Tex. Case No. 10-47176).  The Debtor
estimated its assets at $10 million to $50 million.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Leasing, Inc., and ReoStar Operating, Inc.  ReoStar Energy
is the lead case.


RCN CORPORATION: Moody's Assigns 'B2' Rating to $45 Mil. Loan
-------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to RCN Corporation's
(dba Sidera Networks) new $45 million Term Loan C and $25 million
incremental revolving credit facility.  Both the term loan and
incremental revolver are being issued as amendments to the
existing $265 million ($25 million revolver, $240 million term
loan B) of secured credit facilities.  The new combined
$50 million revolver is due August 2015 and the term loan is due
August 2016, unchanged from prior.  Both the term loan and
revolver are rated B2, in line with the company's Corporate Family
Rating which is unchanged.  Moody's maintains a B3 Probability of
Default Rating for RCN, also unchanged.  Net proceeds from the
term loan will be used to acquire Cross Connect Solutions, Inc., a
collocation provider in Philadelphia, PA.  The revolver will be
undrawn at inception.  The company intends to use this added
liquidity for opportunistic acquisitions going forward.  The
rating outlook is stable.

Moody's has taken these rating actions:

Assignments:

Issuer: RCN Corporation

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B3

  -- $50 Million Senior Secured Revolving Credit Facility due
     2015, Assigned B2 (LGD3-34%)

  -- $285 Million Senior Secured Term Loan due 2016, Assigned B2
     (LGD3-34%)

                        Ratings Rationale

RCN's B2 corporate family rating reflects the company's small
scale, the competitive environment in which it operates and the
inherent capital intensity of the CLEC business.  The acquisition
of CCS is a move into the collocation business, an area that is
complementary to RCN Corp.'s fiber assets.  CCS has demonstrated
strong growth and very strong margins, both of which will improve
the profile of RCN Corp. The acquisition price of over 9x EBITDA
will result in higher leverage initially, but the stability of
collocation revenues partially compensates for this.

RCN's ratings are supported by the company's ability to deliver
growth through a tough environment, having achieved annual revenue
growth throughout the recent recession, while many wireline
providers are still witnessing revenue declines.  In Moody's view,
demand for the company's services and the stability of its
contracted, recurring revenues support the rating.  However,
revenue growth has slowed in recent quarters following the
separation from the former cable parent.  Management attributes
the weak top line growth to a loss of sales traction and is
implementing a more focused sales organization with experienced
sales leadership.  Moody's is concerned about the high capital
expenditures needed to drive revenue growth, particularly with the
increase in leverage and the company's stated intent to remain
acquisitive.  Conversely, without profitable growth, the company's
leverage and coverage metrics are unlikely to improve as its cash
flow profile does not offer the opportunity to deleverage by
reducing debt.  Recent sales weakness combined with higher
leverage raises concern about the company's credit metrics going
forward.

The stable outlook is based on Moody's view that the company, with
adequate liquidity to fund growth, should be able to capitalize on
favorable near-term wholesale bandwidth capacity trends.

Moody's believes that the company has good liquidity, as the
company is expected to be free cash flow positive for FY 2010,
with full access to its $50 million revolver.  Additionally,
Moody's notes that over 90% of the company's capital expenditures
are success-based or growth driven, which reduces the risk of
building ahead of demand.

The ratings for the debt instruments reflect both the overall
probability of default for RCN, to which Moody's has assigned a B3
PDR, and a below-average mean family loss given default assessment
of 35% (or an above-average mean family recovery estimate of 65%),
in line with Moody's LGD Methodology and typical treatment for an
all-first-lien senior secured debt capital structure.

RCN's ratings could come under pressure if adjusted leverage fails
to trend below 4.5x on a sustainable basis, which may result from
additional debt-funded acquisitions or if heightened competition
or churn threatens the company's sales or earnings growth.
Ratings could also come under pressure if the company's liquidity
profile is materially weakened.

Upward rating pressure could build if the company significantly
diversifies its revenue base either geographically or through
acquisitions that do not weaken the company's credit metrics.
Additionally, if the company's free cash flow-to-total debt ratio
exceeds 10% on a sustainable basis, an upgrade may be considered.

The last rating action for RCN Corporation was on October 14,
2010, when Moody's assigned permanent ratings and removed the
provisional ratings based on the separation transaction originally
proposed in May and completed in the third quarter.

RCN Corporation (dba Sidera Networks) is a US-based broadband
infrastructure provider.  The company's fiber network serves
wireless providers, carriers, and enterprise customers in the
Northeast, mid-Atlantic, and Chicago.


ROCK US: Judge OKs Plan for Rock 5th Ave. Building
--------------------------------------------------
Bankruptcy Law360 reports that a judge has approved a
reorganization plan covering one of two New York City office
buildings owned by affiliates of Rock US Holdings Inc.

In an order issued Tuesday, Judge Peter J. Walsh of the U.S.
Bankruptcy Court for the District of Delaware signed off on the
disclosure statement and prepackaged reorganization plan, Law360
says.

Rock US Holdings Inc. filed for Chapter 11 bankruptcy protection
on September 15, 2010 (Bankr. D. Del. Case No. 10-12892).
Affiliates Rock US Investments LLC (Bankr. D. Del. Case No.
10-12893), Rock New York (100-104) Fifth Avenue LLC (Bankr. D.
Del. Case No. 10-12894), and Rock New York (183 Madison Avenue)
LLC (Bankr. D. Del. Case No. 10-12895) filed separate Chapter 11
petitions.

In their petitions, Rock US Holdings and Rock US Investments each
estimated under $50,000 in assets and $100 million to $500 million
in debts as of the Petition Date.  Rock New York (100-104) and
Rock New York (183 Madison) each estimated $100 million to $500
million in both assets and debts.

Jamie Lynne Edmonson, Esq., and Neil B. Glassman, Esq., at Bayard
PA, are the Debtors' general bankruptcy counsel.  Hogan Lovells US
LLP is the Debtors' special corporate and Litigation counsel.
Jones Day is the Debtors' special real estate counsel.


ROTATE BLACK: Accumulated Losses Prompt Going Concern Doubt
-----------------------------------------------------------
Rotate Black, Inc., filed on November 8, 2010, its annual report
on Form 10-K for the fiscal year ended June 30, 2010.

Most & Company, in New York City, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred losses
since inception, resulting in an accumulated deficit of
$4,850,386.

The Company reported a net loss attributable to Rotate Black of
$2,104,372 on $600,000 of revenue for fiscal 2010, compared to a
net loss of $1,829,239 on $0 revenue for fiscal 2009.  Revenues
consisted of management fees related to the management agreement
with Rotate Black MS, LLC, an affiliate of the Company.

The Company's balance sheet at June 30, 2010, showed $21,494,634
in total assets, $7,316,829 in total liabilities, and
stockholders' equity of $14,177,805.

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

               http://researcharchives.com/t/s?6e19

                        About Rotate Black

Petoskey, Michigan-based Rotate Black, Inc. (OTC BB: ROBKE) was
incorporated in Nevada on August 2, 2006, to be the successor by
merger of BevSystems International, Inc., and BevSystems
International Ltd. under a plan of reorganization effective
August 15, 2008, as approved by the United States Bankruptcy Court
in Tampa, Florida.  Under the terms of the Plan, BevSystems merged
into the Company with the Company as the survivor.

The Company is a development and management company of resort and
casino properties.  The Company makes investments specifically
targeted towards the gaming industry, seeking to maximize total
return from capital appreciation and income.

The Company has shifted its major focus of managing and developing
of a casino in New York State to the management of the development
of a casino in Gulfport, Mississippi.  The Company has sold its
interest in Rotate Black Gaming, Inc., including its development
assets and contract rights to the Seneca project to Catskill
Gaming and Development, LLC.


ROTECH HEALTHCARE: Earns $2.4 Million in September 30 Quarter
-------------------------------------------------------------
Rotech Healthcare Inc. reported net income of $2.4 million for the
three months ended Sept. 30, 2010, compared with a net loss of
$4.6 million for the same period a year ago.

The Company said that as of Sept. 30, 2010, it had total assets of
$303.5 million, current liabilities of $63.4 million, long-term
debt of $512.9 million, and a stockholders' deficiency of
$279.0 million.

As of September 30, 2010, the Company had $73.5 million in cash.
As of September 30, 2010, the Company had approximately $513.4
million of long-term debt outstanding consisting of $225.8 million
payable under its senior credit facility which matures in
September 2011, and $287.0 million of senior subordinated notes
which mature in April 2012.  "On October 6, 2010, we refinanced
our senior credit facility with $230.0 million of 10.75% Senior
Secured Notes due 2015.  These notes will mature October 15, 2015
subject to automatic shortening to December 31, 2011 if the
aggregate principal amount of our senior subordinated notes has
not been reduced to $10.0 million or less prior to November 30,
2011," said the Company.

"We are pleased with the continued improvement in our financial
and operating performance during the three and nine months ended
September 30, 2010," said Philip Carter, President and Chief
Executive Officer.  "With the recent refinancing of the Company's
senior debt we now look to refinancing the Company's senior
subordinated debt as soon as possible, subject to favorable
Company financial performance and market conditions," added Mr.
Carter.

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6e2c

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

Standard & Poor's Ratings Services said it raised its corporate
credit rating on Orlando, Fla.-based home health care provider
Rotech Healthcare Inc. to 'B-' from 'CCC'.  At the same time, S&P
removed the ratings from CreditWatch with positive implications,
where they had been placed on Sept. 27, 2010.  The outlook is
positive.

Moody's Investors Service upgraded Rotech Healthcare, Inc.'s
corporate family rating and probability of default rating to Caa1
from Caa2 following the successful execution of $230 million of
senior secured notes due 2015.  In addition, Moody's upgraded
Rotech's senior subordinated notes rating to Caa2 from Caa3 and
confirmed the B1 rating on the senior secured notes.  These rating
actions conclude the review for possible upgrade initiated on
September 27, 2010.  The rating outlook is now stable.


RURAL/METRO OPERATING: Moody's Assigns 'B1' Rating to Loans
-----------------------------------------------------------
Moody's Investors Service assigned (P) B1 provisional ratings to
the newly proposed credit facilities of Rural/Metro Operating
Company, LLC, a wholly-owned subsidiary of Rural/Metro
Corporation.  The proposed credit facility now includes an
approximately $270 million senior secured term loan and an up to
$100 million senior secured revolver.  Concurrently, Moody's
withdrew the ratings assigned to the previously proposed structure
which was never executed and included an intended $200 million
note issuance (rated on November 1, 2010) and a $175 million
credit facility (rated on October 20, 2010).

In addition, Moody's affirmed all of Rural/Metro's existing
ratings including the company's B1 corporate family and
probability of default ratings.  The rating outlook is stable.

These rating actions were taken (LGD point estimates are subject
to change and all ratings are subject to the execution of the
transaction as currently proposed and Moody's review of final
documentation):

These ratings were assigned:

Rural/Metro Operating Company, LLC:

  -- $270 million senior secured term loan, due 2016, assigned (P)
     B1 (LGD3, 31%);

  -- $100 million (up to) senior secured revolving credit
     facility, due 2015, assigned (P) B1 (LGD3, 31%).

These ratings were affirmed:

Rural/Metro Corporation:

  -- Corporate family rating, affirmed at B1;

  -- Probability of default rating, affirmed at B1;

  -- 12.75% senior discount notes due 2016, affirmed at B3 (LGD5,
     88%) (to be withdrawn at the close of the transaction).

Rural/Metro Operating Company, LLC:

  -- $40 million senior secured revolving credit facility, due
     2013, affirmed at Ba3 (LGD3, 30%) (to be withdrawn at the
     close of the transaction);

  -- $180 million ($173 million outstanding) senior secured term
     loan, due 2014, affirmed at Ba3 (LGD3, 30%) (to be withdrawn
     at the close of the transaction).

These ratings were withdrawn:

Rural/Metro Operating Company, LLC:

  -- $200 million senior unsecured notes, due 2018, withdrawn;

  -- $100 million senior secured revolving credit facility, due
     2015, withdrawn;

  -- $75 million senior secured term loan, due 2016, withdrawn.

The proceeds from the proposed $270 million term loan are used to
refinance the company's existing debt.

If the refinancing transaction closes as proposed, Moody's will
withdraw the ratings on the existing senior secured credit
facility and on the 12.75% Senior Discount Notes, assuming
substantially all the notes are tendered.  Moody's will also
remove the provisional rating indicators "(P)" from the
$270 million senior secured term loan, rated (P) B1, and $100
million senior secured revolver, rated (P) B1, and replace both of
the ratings with B1.

In addition, if the transaction closes as currently anticipated,
Moody's will change the company's loss-given-default assessment to
35% from 50% indicating stronger recovery to lenders given the
first lien senior secured debt structure.  The higher recovery
rate will lead to a downgrade of the probability of default rating
to B2 from B1 at the close of the transaction.

                        Ratings Rationale

Rural Metro's B1 corporate family rating reflects the company's
good free cash flow generation, ability to manage uncompensated
care expense and national presence in a highly fragmented
industry.  However, the rating also considers the company's modest
size and increased pressure on rates and/or subsidies from states
and municipalities due to budgetary pressures.  The B1 rating
currently does not take into consideration any meaningful
acquisition activity.

The outlook could be changed to positive or ratings upgraded if
the company's adjusted free cash flow to debt increases to above
10% on a sustainable basis and debt to EBITDA declines below 3.0
times on a sustainable basis.

The outlook could be changed to negative if the company adopts a
more aggressive development or acquisition strategy, notably if
that results in additional debt leverage.  The ratings could be
downgraded if adjusted debt to EBITDA is expected to approach 5.0
times.

Rural Metro provides emergency and non-emergency medical
transportation, fire protection, airport fire and rescue and home
healthcare services in 20 states and approximately 440 communities
within the United States.  The services are provided under
contract with government entities, hospitals, healthcare
facilities and other healthcare organizations.  Net revenue for
the twelve months ended September 30, 2010, was approximately
$539 million.


SAINT VINCENTS: Challenges NY Labor Dept's $50MM WARN Claim
-----------------------------------------------------------
Barbara Benson, writing for Crain's New York Business, reports
that the New York state Department of Labor is pursuing a
$50 million claim against Saint Vincent Catholic Medical Centers
for violating a state labor law governing mass layoffs when it
closed abruptly April 6.

According to Crain's, if the labor department succeeds, former
workers at the hospital could expect a much-welcomed payout.  The
money would go toward 60 days worth of back pay and benefits for
the hospital workers who lost their jobs.

According to Ms. Benson, at issue is $48.8 million allegedly owed
under the New York State Worker Adjustment and Retraining
Notification Act.  The WARN law, fashioned after a similar federal
law, was enacted in New York in February 2009. It requires
employers to give 90 days notice to workers before a mass layoff.

Crain's further reports lawyers for St. Vincent's are challenging
the claim.  They argue that New York state was a partner in the
closure, as the hospital worked closely with the Department of
Health and the governor's office.  Kramer Leven also argues that
if the labor department's WARN claim is permitted by the
bankruptcy court, it would "derail" Saint Vincent's efforts to
liquidate its operations "for the benefit of thousands of
creditors and patients, likely either rendering the estates
administratively insolvent or depriving general unsecured
creditors of any recovery."

According to Crain's St. Vincent's is staking its legal defense on
the premise that in April, its plan was to liquidate, not
reorganize.  It therefore doesn't meet the definition of a
"business enterprise" or an "employer" subject to a WARN notice,
argue its attorneys.  The fairly new state WARN Act, which has not
been tested in New York courts, also does not define a "business
enterprise," they add.

On April 12, St. Vincent's provided notice to some 2,780 employees
that they would be laid off starting April 20.  The labor
department began investigating a WARN claim shortly thereafter,
and filed a notice on Sept. 22.  The state agency maintains its
claim falls outside the jurisdiction of the bankruptcy.

Crain's says the bankruptcy court will hold a hearing on the
matter on November 18.

                            About SVCMC

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/
-- was anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.


SEASONS PARTNERS: Arizona Court Confirms Bankruptcy Plan
--------------------------------------------------------
The Hon. James M. Marlar confirms the bankruptcy plan of Seasons
Partners, LLC, over the lone objection of ML-CFC 2006-3 Seasons,
LLC, acting by and through its special servicer and sole member,
ING Clarion Capital Loan Services, LLC.

The Plan calls for a reorganization of the Debtor's equity
interests, and an infusion of $1.5 million in new capital, by John
Fina and by entities named Conix, Inc., and Return Enterprises II,
LLC.

Seasons Partners owns and operates a student housing apartment
complex in Tucson, Arizona.  The Plan proposes that ING's entire
claim, over $22 million, will be paid off by the Plan's maturity.
The Plan proposes that ING retain its existing lien on the
Property.  Under the Plan, ING will have an allowed secured claim
for $11.6 million, and will receive $1.125 million on Plan
effective date.  The Debtor will also remit all but $300,000 of
accumulated cash.  The Debtor will pay interest only for two years
at 6.25%.  Then the claim will be amortized at same interest rate
for 25 years, with balloon 12 years from confirmation.  There will
be no prepayment penalty.  Default and late charges will be
waived.

ING argues that a portion of its cash collateral is being utilized
by the Debtor for Plan purposes.  Although true, Judge Marlar says
ING's argument fails to acknowledge that it will simultaneously be
receiving $1,125,000 on the effective date, from the new money
infused, as an immediate paydown on its debt.  This new value
vastly exceeds the cash collateral retained by the Debtor.

In the same order, Judge Marlar rejects ING's request to
reconsider its valuation of the Debtor's property.  In July
2010, the Court, at the parties' behest, valued the property
at $11.6 million.

The Debtor has hired a third-party management company, Campus
Advantage, which has been able, through aggressive marketing
techniques, to raise the occupancy level to somewhere in the 83%
range.

A copy of the Court's Memorandum Decision: Plan Confirmation,
dated October 28, 2010, is available at http://is.gd/gVwx8from
Leagle.com.

Seasons Partners LLC filed for Chapter 11 protection (Bankr. D.
Ariz. Case No. 09-24017) on September 25, 2009.  In its petition,
the Debtor estimated both assets and debts to be between $10
million and $50 million.


SHANE CO: Plan of Reorganization Confirmed by Court
---------------------------------------------------
Judge Howard R. Tallman of the U.S. Bankruptcy Court in Denver,
Colorado, signed an order confirming the Chapter 11 plan for Shane
Co.

According to netDockets, the confirmation order states that no
objections were made to confirmation of the plan, which was co-
proposed by the Official Committee of Unsecured Creditors.

Bill Rochelle, the bankruptcy columnist for Bloomberg
News, relates that under the Plan, Chief Executive Officer Thomas
M. Shane is deferring payment on more than $30 million in loans he
made to the company he controls.  By providing full payment to
creditors, Mr. Shane and family trusts will retain ownership.  Mr.
Shane will defer principal payments on a $10.5 million secured
loan he advanced to finance the Chapter 11 case.  He will likewise
defer payments on $20 million in pre-bankruptcy secured loans
until unsecured creditors have been paid.  Some of the deferred
payments to unsecured creditors will be secured by a second lien
on inventory.

Mr. Shane will loan the company half of any tax refunds he
receives as a result of the company's net operating losses.

                         About Shane Co.

Headquartered in Centennial, Colorado, Shane Co. --
http://www.shaneco.com/-- operates 20 jewelry stores.  The
Company filed for Chapter 11 protection on January 12, 2009
(Bankr. D. Col. Case No. 09-10367).  Gregg M. Galardi, Esq., at
Skadden, Arps, Slate, Meagher & Flom, LLP, serves as the Debtor's
counsel, and Caroline C. Fuller, Esq., at Fairfield and Woods,
P.C., serves as the Debtor's local counsel.  Cohen Tauber Spievack
& Wagner P.C. represents the Official Committee of Unsecured
Creditors.  The Debtor proposed Kurtzman Carson Consultants LLC as
its claims agent.  The Company filed formal lists showing assets
for $130 million and debt totaling $103 million, including
$31.4 million owing on secured claims.


SHUBH HOTELS DETROIT: Defends Bankruptcy, Seeks to Tap Loan
-----------------------------------------------------------
Shubh Hotels Detroit LLC is fighting to stay under bankruptcy
protection, arguing that it's struck key financing and rebranding
proposals that will enable it to reopen its shuttered Detroit
hotel, Dow Jones' Small Cap reports.

According to the report, the operator of the former Detroit
Riverside Hotel is fighting off its state-court-appointed
receiver's bid to dismiss its Chapter 11 proceeding in light of
accusations that it ran the hotel into the ground and has no
chance of reorganizing.  Instead, the report notes, Shubh Hotels
is pointing to newly disclosed deals that it says will allow it to
reopen the 25-story, 365-room hotel, such as a $3 million
financing agreement to make needed renovations and a proposal to
rebrand the hotel as a Crowne Plaza once such renovations are
completed.

"The debtor has expended considerable time and effort to formulate
a plan to make the hotel operational," Shubh Hotels Detroit said
Wednesday in court papers, the report discloses.

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.


SHUBH HOTELS PITTSBURGH: Asks for Court Approval of $500,000 Loan
-----------------------------------------------------------------
Shubh Hotels Pittsburgh LLC is seeking bankruptcy-court approval
to borrow a total of $500,000 from Dr. Kiran Patel, the man behind
the hotel operator's new owner, Dow Jones' Small Cap reports.

According to the report, Shubh Hotels Pittsburgh said in court
documents filed Tuesday that it has an "urgent need" for the
financing because its revenues have declined because it has been
operating without a franchise agreement, or flag.  The report
relates that the hotel also hasn't had the benefit of home
Pittsburgh Steelers games in recent weeks, which have been a
"significant factor in driving guests to the hotel."

The hotel operator, which wants to use the financing from Patel to
help pay employees' wages and keep the hotel afloat, acknowledged
that lender Carbon Capital II Real Estate CDO 2005-1 Ltd., along
with loan administrator BlackRock Financial Management Inc.,
submitted a 34-page term sheet for a lending facility, the report
says.

Boca Raton, Florida-based Shubh Hotels Pittsburgh, LLC, owns and
operates the Pittsburgh Hilton Hotel.  It filed for Chapter 11
bankruptcy protection on September 7, 2010 (Bankr. W.D. Pa. Case
No. 10-26337).  Scott M. Hare, Esq., in Pittsburgh, Pennsylvania,
and attorneys at Rudov & Stein, P.C., serve as co-counsel.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $50 million to $100 million.

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.


SONRISA REALTY: Motion to Keep Sale Docs Under Wraps Premature
--------------------------------------------------------------
Sonrisa Realty Partners, Ltd.'s bankruptcy plan provides that the
Debtor will, by separate motion, seek approval of a sale of 35
acres out of its 97.5-acre real property in League City, Texas.
The Debtor has not filed the sale motion.  However, the Debtor
seeks permission to submit the proposed sale and purchase
agreement to the court under seal, to be examined incamera.  The
Debtor seeks to restrain access to the sale agreement from its
largest secured creditor, Compass Bank, unless Compass Bank
executes a confidentiality agreement.

The Hon. Letitia Z. Paul denies the Debtor's request as premature.
"There is no pending motion to sell the property, either in the
Debtor's plan or separately, and thus no need at this time for
this court to examine the proposed sale and purchase agreement,
whether incamera or otherwise," Judge Paul says.

A copy of the Court's memorandum opinion, dated October 29, 2010,
is available at http://is.gd/gVIiUfrom Leagle.com.

League City, Texas-based Sonrisa Realty Partners, Ltd., filed for
Chapter 11 protection (Bankr. S.D. Texas Case No. 10-30084) in
Houston on January 4, 2010.  Karen R. Emmott, Esq., in Houston,
Texas, assists the Company in its restructuring effort.  The
Company listed $10 million to $50 million in assets and $1 million
to $10 million in liabilities.  In February 2010, the case was
transferred to the Galveston Division.  The case was assigned a
new case number, Case No. 10-80026.


SPANISH POINT: Asks for Court's Permission to Use Cash Collateral
-----------------------------------------------------------------
Spanish Point, LP, asks for authorization from the U.S.
Bankruptcy Court for the Northern District of Texas to use the
cash collateral of Merrill Lynch Mortgage Lending, Inc., until
November 30, 2010.

The Debtor is the obligor under that certain note dated
January 10, 2007, in the original principal amount of
$11.2 million payable to Merrill Lynch.  The Note's repayment is
secured by that certain Deed of Trust, Assignment of Leases and
Rents, and security Agreement executed by the Debtor for the
benefit of the Lender.  The original principal amount under the
Note and all interest accrued was to be paid in full by the
maturity date of February 8, 2017.  The Debtor believes the
balance owed to Lender pursuant to the Note was approximately
$11 million as of the Petition Date.

Vickie L. Driver, Esq., at Coffin & Driver, PLLC, explains that
the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.  The Debtors will use the collateral
pursuant to a budget, a copy of which is available for free at:

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

In addition to the equity in the property, the Debtor seeks
authority to grant the Lender, as additional adequate protection,
a valid, binding, enforceable and automatically perfected
replacement lien and security interest in and upon all of the
Debtor's post-petition generated cash and cash collateral, but
only to the extent that the Lender in fact hold valid,
enforceable, perfected pre-petition liens in such cash collateral
and then, only to the extent of any diminution in value of the
Lender's cash collateral position.

Dallas, Texas-based Spanish Point, LP, owns 300 unit apartment
community located at 4121 Harvest Hill Road, Dallas, Texas 75244,
commonly referred to as Spanish Point Apartments.

Spanish Point filed for Chapter 11 bankruptcy protection on
November 1, 2010 (Bankr. N.D. Tex. Case No. 10-37791).  Vickie L.
Driver, Esq., at Coffin & Driver, PLLC, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million.


SPANISH POINT: Section 341(a) Meeting Scheduled for Dec. 2
----------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Spanish
Point, LP's creditors on December 2, 2010, at 10:15 a.m.  The
meeting will be held at the Office of the U.S. Trustee, 1100
Commerce Street, Room 976, Dallas, TX 75242.

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.

Dallas, Texas-based Spanish Point, LP, owns 300 unit apartment
community located at 4121 Harvest Hill Road, Dallas, Texas 75244,
commonly referred to as Spanish Point Apartments.

Spanish Point filed for Chapter 11 bankruptcy protection on
November 1, 2010 (Bankr. N.D. Tex. Case No. 10-37791).  Vickie L.
Driver, Esq., at Coffin & Driver, PLLC, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million.


SPARK DESIGN: Controlling Entities Not Liable for TechTarget Claim
------------------------------------------------------------------
The Hon. William G. Young of the U.S. District Court for the
District of Massachusetts rejects TechTarget, Inc.'s bid to
collect payments owed by Spark Design, LLC, from Black Mountain
Enterprises, LLC, and its wholly owned subsidiary, WW Capital
Partners, LLC, which own a controlling interest in Spark.
TechTarget performs advertising services for Spark on behalf of
several Spark clients.  As of June, 2010, Spark owed TechTarget an
outstanding balance of $221,606.55.

"Spark Design cannot be considered the alter ego of WW Capital and
Black Mountain, and claims against those entities based Spark
Design's obligations must fail," Judge Young says.

The case is TechTarget, Inc., v. Spark Design, LLC; Black Mountain
Enterprises, LLC; WW Capital Partners, LLC, case no. 10-11266 (D.
Mass.).  That portion of TechTarget's action against Spark is
stayed.  A copy of the District Court's Memorandum and Order dated
October 27, 2010, is available at http://is.gd/gVymmfrom
Leagle.com.

Spark Design, LLC, based in Tempe, Arizona, filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case No. 10-26022) on August 17, 2010.
Judge Sarah Sharer Curley presides over the case.  Lawrence D.
Hirsch, Esq., at DeConcini Mcdonald Yetwin & Lacy, PC, in Phoenix,
serves as the Debtor's counsel.  In its petition, the Debtor
estimated $100,001 to $500,000 in assets, and $1 million to
$10 million in debts.


STAR GAS: Moody's Assigns 'B2' Rating to $125 Mil. Notes
--------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Star Gas
Partners, L.P.'s proposed offering of $125 million of senior
unsecured notes due 2017.  The proceeds of the offering will be
used to repurchase approximately $83 million 10.25% Senior Notes
due 2013 outstanding and for general partnership purposes.  The
rating outlook remains stable.

                        Ratings Rationale

"This senior notes offering was contemplated in Moody's upgrade of
Star Gas' ratings on October 21, 2010," commented Pete Speer,
Moody's Vice-President.  "This refinancing transaction improves
Star Gas' debt maturity profile and enhances liquidity by adding
over $35 million of cash to its balance sheet."

Star Gas' Corporate Family Rating is B1.  A significant change in
financial policies or a large acquisition without meaningful
equity funding could result in a negative outlook or ratings
downgrade.  More specifically, a sustained increase in leverage
(Debt/EBITDA) above 2.5x could pressure the ratings.  A positive
rating action is unlikely in the medium term given Star Gas'
current size and business risk profile.

The B2 senior unsecured notes rating reflects both the overall
probability of default of Star Gas, to which Moody's assigns a PDR
of B1, and a loss given default of LGD 5 (75%).  The proposed
senior notes are unsecured and have no subsidiary guarantees and
therefore are structurally subordinated to all debt, including
trade claims, of Star Gas' operating subsidiaries.  The
partnership has a revolving credit facility that is secured by
substantially all of the assets of the partnership and its
subsidiaries.  Due to the size of the facility relative to the
senior notes, the notes would be double notched under the B1 CFR
under Moody's Loss Given Default methodology.  However, Moody's
have decided to rate the senior notes B2, or one notch beneath the
B1 CFR since the facility has only been utilized in recent years
for working capital funding and has been undrawn outside of the
heating season.  If Star Gas were to utilize the facility for
long-term borrowings, including the funding of acquisitions, then
the notes could be downgraded to B3.

Star Gas Partners, L.P., a publicly traded MLP based in Stamford,
CT, distributes home heating oil and provides related services
primarily to residential customers in the New England and Mid-
Atlantic regions of the United States.


THOMAS RICKS: Bifurcation of Claim Allowed Under Sec. 506(a)(1)
---------------------------------------------------------------
Following conversion of Thomas Mecham Ricks' Chapter 11 bankruptcy
case to a Chapter 7 proceeding, D.L. Evans Bank amended a
previously filed proof of claim, bifurcating its claim into
secured and unsecured components.  The Debtor objected, arguing
that, under applicable state law, the bank could not have an
unsecured claim without first completing a foreclosure on the real
estate it held as security and prosecuting a state court
deficiency action.

The Hon. Jim D. Pappas rejects the Debtor's argument for lack of
merit.  Judge Pappas rules that under 11 U.S.C. Sec. 502(a), the
bank's $1,165,858.19 claim is an allowed claim.  Bifurcation of
that claim into secured and unsecured components, based upon the
value of the Property, is appropriate under Sec. 506(a)(1).

A copy of the Court's memorandum of decision is available at
http://is.gd/gVp8nfrom Leagle.com.

Based in Eagle, Idaho, Thomas Mecham Ricks, filed for Chapter 11
bankruptcy (Bankr. D. Idaho Case No. 09-00215) January 29, 2009.
Thomas G. Walker, Esq., at Cosho Humphrey LLP, in Boise, Idaho,
serves as bankruptcy counsel.  The Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts.  The
Debtor's case was converted to Chapter 7 on June 18, 2010.


TIMOTHY BARKER: Former Orion Ethanol Chief Now in Chapter 11
------------------------------------------------------------
The Wichita Eagle reports Timothy Barker, who filed for bankruptcy
early this month, is the former chief executive of Orion Ethanol.
Orion Ethanol filed for bankruptcy in 2008.

Timothy C. Barker and Kelli R. Barker filed a Chapter 11 petition
on Nov. 2, 2010 (Bankr. D. Kansas Case No. 10-13744).  The Debtors
disclosed $527,369 in assets and $1,659,546 in debts.  Nicholas R.
Grillot, Esq., at Redmond & Nazar, LLP, in Wichita, Kansas, serves
as counsel.


TP, INC: Can Access Bank of America's Cash Until November 23
------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina, in a third interim order,
authorized TP, Inc., to access cash securing obligations to Bank
of America, N.A., until November 23, 2010, unless terminated
earlier by agreement of the parties hereto.

A final hearing to consider the Debtor's request to further access
the cash collateral will be held on November 23 at 11:00 a.m.

Bank of America asserts a mortgage and lien on certain rental
income derived form the Debtor's lease of condominium and duplex
units.

The Debtor's use of the rental proceeds or any other cash
collateral of Bank of America will be limited to installment
payments of insurance premiums on Bank of America real estate
collateral, 2010 ad valorem taxes on Bank of America real estate
and personal property (if any) collateral, and the completion of
the residence located at 4730 23rd Avenue, Topsail Beach, North
Carolina.

As adequate protection for the secured interests of Bank of
America in rental proceeds, the Debtor will grant Bank of America
interim postpetition liens and security interests in the rental
proceeds, including future rental proceeds, with the same priority
as the prepetition liens and security interests asserted by Bank
of America.

                          About TP, Inc.

Boone, North Carolina-based TP, Inc., is in the business of
property development and owns a large number of tracts of real
estate in Mecklenburg County, North Topsail and Topsail Beach, and
Surf City, North Carolina.  The Company filed for Chapter 11
protection on March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594).
David J. Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represents
the Debtor.  The Company estimated assets and liabilities at
$10 million to $50 million.


TP, INC: To Pay Unsecured Creditors from Residual Net Proceeds
--------------------------------------------------------------
TP, Inc. submitted to the U.S. Bankruptcy Court for the Eastern
District of North Carolina a proposed Plan of Reorganization and
an explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Plan calls for (i) the
liquidation of the Debtor's business assets over a period of
18 months from the Effective Date; (ii) the payment of secured and
unsecured claims from the net liquidation proceeds; and (iii)
payment of priority tax claims.

The Debtor will pay its administrative costs in full within
30 days of the Effective Date, or by other mutually agreeable
terms as the parties may agree.  If sufficient funds do not exist
for payment of administrative claims in Class I, the proceeds from
unencumbered net sales will be used to pay this class prior to any
distribution to the unsecured creditors.

All liabilities of the Debtor will also be paid.  The Debtor
will pay general unsecured creditors the residual net proceeds
from the sale of the Debtor's real estate assets, following
payment of secured claims, administrative claims and priority
claims.  The aggregate amount of non-insider general unsecured
claims is approximately $12,836,586.  Payment will be allocated
pro-rata among the holders of allowed claims.

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

                          About TP, Inc.

Boone, North Carolina-based TP, Inc., is in the business of
property development and owns a large number of tracts of real
estate in Mecklenburg County, North Topsail and Topsail Beach, and
Surf City, North Carolina.  The Company filed for Chapter 11
protection on March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594).
David J. Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represents
the Debtor.  The Company estimated assets and liabilities at
$10 million to $50 million.


TRIBUNE CO: Creditors Committee Sues Lenders in 2007 LBO
--------------------------------------------------------
The Official Committee of Unsecured Creditors for Tribune Co.
filed commenced an adversary proceeding to avoid, subordinate and
disallow the Debtors' obligations arising from the loans made and
arranged by several lenders in 2007 to fund the leveraged buy-out
of Tribune Company and to recover related fraudulent transfers or
preferences.

According to Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP,
in Wilmington, Delaware, special counsel to the Committee, the LBO
had two principal purposes:

  (1) to meet the demands of major shareholders of the Company
      that they be cashed out; and

  (2) to transfer control of the Company to Samuel Zell.

To accomplish these purposes, the Company obligated itself to buy
out all its shareholders, borrowed some $13 billion -- more than
doubling its prior debt load -- to finance the LBO and caused most
of its subsidiaries to guarantee that debt, Mr. Macauley recalls.
The obligations assumed by the Company in connection with the LBO
rendered the Company and the Guarantors insolvent at all relevant
times, he alleges.  The LBO closed in December 2007 and less than
one year later, unable to carry the massive burden of the LBO
Debt, the Company and most of the Guarantors filed for relief
under the Bankruptcy Code on December 8, 2008.

According to Mr. Macauley, Tribune and the Guarantors of the LBO
Debt did not benefit from the LBO Debt.  He points out that:

  a. Pursuant to a Plan of Merger and merger agreement entered
     into on April 1, 2007, more than $8 billion of the LBO
     Loans were paid to the shareholders of the Company and
     provided no benefit to the Company or its creditors.

  b. More than $2.5 billion of the LBO Loans was used to
     refinance the Company's pre-existing bank debt, which had
     been arranged in 2006.  At the time of the refinancing, the
     2006 Bank Debt was held primarily by certain defendants.
     The refinancing materially harmed the Company by giving
     those defendants better terms than the 2006 Bank Debt
     without benefiting the Company or its subsidiaries.  The
     refinanced debt bore a higher interest rate than the 2006
     Bank Debt and benefited from guarantees from the subsidiary
     Guarantors that the 2006 Bank Debt did not have.

  c. The Guarantors received nothing for their guarantees of
     billions of dollars in new and refinanced debt of the
     Company.

  d. More than $200 million was transferred to the defendants
     and others for fees in connection with the LBO, again
     providing no benefit to the Company or its creditors.

Those who did benefit from the LBO Debt were the shareholders,
whose shares were purchased with the loan proceeds and who, as a
result of the cash-out, were insulated from any adverse effect the
excessive loan burden would have on the Company or its creditors;
Mr. Zell, who obtained de facto control of the Company while
placing a tiny portion of his own wealth at risk; and defendants,
who received enormous fees for making and arranging the LBO Loans,
improved their security on and increased the interest rates on the
2006 Bank Debt, and stood to reap very high interest on the LBO
Debt, the Committee further alleges.

The Committee maintains that while negotiating the Merger
Agreement, Sam Zell and the Company also worked to develop a
financing package that would enable the Company to pay the
shareholders the more than $8 billion necessary to the
implementation of the LBO to refinance the 2006 Bank Debt and to
pay more than $200 million in fees.

"Defendants were willing to proceed with the LBO notwithstanding
the insolvency risk because they were paid large fees up front and
imposed most of the insolvency risk on others," Mr. Macauley
alleges.

The Committee asserts that the Company and its creditors are
entitled to substantial relief as a result of the defendants'
wrongful conduct for three reasons:

  1. The Debtors' obligations on the LBO Debt, and the related
     guarantees and stock pledges, must be avoided because they
     were constructively or actually fraudulent as to the
     Debtors and the Non-Bank Lenders.

  2. The claims of the Defendants should be subordinated to the
     claims of the Non-Bank Lenders or disallowed.

  3. The Committee is entitled to recover for the benefit of the
     Debtors' estates almost $2 billion in repayments on the LBO
     Debt made by the Debtors before the bankruptcy filing and
     over $200 million dollars in fees paid in connection with
     the financing of the LBO.

                       Class Allegations

Pursuant to Rules 23(b)(1) and (b)(2) of the Federal Rules of
Civil Procedure, the Committee seeks to bring claims against a
class of lenders in the $1.6 billion Senior Unsecured Interim Loan
Agreement referred to as "Bridge Credit Facility" and the lenders
in the "Senior Credit Facility," which is composed of the Step One
Financing and a $2.105 billion incremental facility needed for
Step Two of the LBO.

The Senior Lender Class is comprised of all persons or legal
entities participating currently, previously or in the future in
the Senior Credit Facility.  The Bridge Lender Class is comprised
of all persons or legal entities participating currently,
previously or in the future in the Bridge Facility.

The Committee asserts that the Senior Lender Class and Bridge
Lender Class are so numerous that joinder of all their members is
impracticable.

According to the Committee, there are questions of law and fact
common to the Senior Lender Class and the Bridge Lender Class that
predominate over any issues that may involve individual members of
those classes, including, without limitation:

  (a) Whether the LBO Obligations and Equity Value Transfers
      applicable to the Senior Lender Class and the Bridge
      Lender Class should be subordinated, avoided or
      disallowed;

  (b) Whether the Company received less than reasonably
      equivalent value in exchange for the LBO Obligations and
      Equity Value Transfers;

  (c) Whether the Company was insolvent at the time the LBO
      Obligations were incurred and the Equity Value Transfers
      were made;

  (d) Whether, at the time the LBO Obligations were incurred and
      the Equity Value Transfers were made, the Company was
      engaged in business or a transaction, or was about to
      engage in business or a transaction, for which the Company
      was left with unreasonably small capital;

  (e) Whether, at the time the LBO Obligations were incurred and
      the Equity Value Transfers were made, the Company intended
      to incur, or believed that it would incur, debts that
      would be beyond its ability to pay as those debts matured;
      and

  (f) Whether any benefits or proceeds of avoided obligations,
      avoided and recovered transfers, disallowed claims or
      preserved value resulting from the claims must not be
      shared with JPMCB, MLCC, Wells Fargo or any holder of Bank
      Claims, Guarantee Claims, or LBO Debt until all of the
      Non-Bank Claims against the Company have been paid in full
      and, consequently, as to each Debtor, any value that
      results from such avoidance, disallowance or recovery must
      be paid or distributed to the holders of the Non-Bank
      Claims before any payment or distribution is made to
      JPMCB, MLCC, Wells Fargo or any holder of Bank Claims,
      Guarantee Claims or LBO Debt.

Any possible defenses of the Senior Lender Defendants are typical
of those of the Senior Lender Class and Bridge Lender Class, the
Committee asserts.

The Committee maintains that the Senior Lender Defendants and
Bridge Lender Defendants will fairly and adequately protect the
interests of the Senior Lender Class and Bridge Lender Class.

The named defendants include:

  * JPMorgan Chase Bank, N.A., as administrative agent;

  * Merrill Lynch Capital Corporation, individually and as
    administrative agent;

  * Wells Fargo Bank, N.A., as administrative agent,

  * J.P. Morgan Securities Inc., Citicorp North America, Inc.,
    individually and as administrative agent;

  * Citigroup Global Markets, Inc.;

  * Bank of America, N.A.;

  * Banc of America Securities, LLC;

  * the lenders in the more than $2.5 billion 2006 Bank Debt;
    and

  * the LBO Lender Disgorgement Defendants (Does 1-100, Oaktree
    Capital Management, L.P., Angelo Gordon & Co., L.P., and
    Alden Global Distressed Opportunities Fund, L.P., and
    Barclays Bank, PLC, Lasalle Bank, N.A. and Sumitomo Mitsui
    Banking Corporation.

                          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)


TRIBUNE CO: Creditors Committee Sues Zell, Execs Over 2007 LBO
--------------------------------------------------------------
The Official Committee of Unsecured Creditors for Tribune Co.
filed an adversary complaint seeking to avoid transfers made to
shareholders, former and present Tribune directors and officers,
Valuation Research Company, EGI-TRB, LLC, and Samuel Zell.

The Committee seeks to hold accountable the persons and entities
"responsible for crippling the Tribune Company," asserts Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
special counsel to the Committee.  Mr. Macauley describes the LBO
Transaction as "among the worst in American corporate history."

The Committee asserts that through the leveraged buyout
transaction, Tribune lost billions of dollars in value between the
closing of the LBO Transaction and the Company's bankruptcy
filing.

The LBO, Mr. Macauley alleges, was designed to cash out the large
shareholders of Tribune, and to line the pockets of Sam Zell and
Tribune's directors and officers.

As a result of the LBO Transaction, Tribune's debt increased to a
staggering $13 billion, the Committee tells the Court.  Tribune's
largest shareholders achieved their goal of exiting from the
Company, while Sam Zell took control of the Company with little
risk to him and stood to reap huge gains if the gamble paid off,
Mr. Macauley says.  The directors and officers received
extraordinary payments and the Company and its creditors bore the
lion's share of the risk that the gamble would not pay off for Sam
Zell, he further asserts.

                       Class Allegations

Pursuant to Rule 23(b)(1) & (b)(3) of the Federal Rules of Civil
Procedure, Count 13 of the Complaint are brought against the
Shareholder Defendants individually and as representatives of a
defendant class of similarly situated persons and legal entities.

The Shareholder Class is comprised of all persons or legal
entities who were the beneficial or legal owners of at least 35
shares of Tribune stock that were purchased, repurchased or
redeemed by Tribune in connection with the LBO Transaction, and
who therefore were the beneficial or legal recipients of in excess
of $1,175 in payments by Tribune, excluding the D&O Defendants,
the Subsidiary Defendants, the Large Shareholders, Mr. Zell, and
EGI-TRB.

The Large Shareholders are Chandler Trust No. 1 and Chandler Trust
No. 2, Robert R. McCormick Foundation and Cantigny Foundation.

The Subsidiary Defendants refer to Harry Amsden, Stephen D.
Carver, Thomas S. Finke, Robert Gremillion, David Dean Hiller,
Timothy P. Knight, Timothy Landon, Richard H. Malone, Durham J.
Monsma, Irving L. Quimby, John E. Reardon, Scott C. Smith, John J.
Vitanovec, Kathleen M. Waltz, David D. Williams, and John D.
Worthington.

Tribune's total payments to the D&O Defendants, the Subsidiary
Defendants, the Large Shareholders, Zell, EGI-TRB, the Shareholder
Defendants, and the Shareholder Class in connection with the LBO
Transaction for the purchase, repurchase, or redemption of the
approximately 243,121,164 outstanding shares of Tribune stock
exceeded $8 billion.

According to the Committee, there are questions of law and fact
common to the Shareholder Class, which predominate over any issues
that may involve individual members of the Shareholder Class,
including without limitation:

  (a) Whether Tribune made the Shareholder Transfers with the
      actual intent to hinder, delay, and defraud its creditors;

  (b) Whether Tribune received less than reasonably equivalent
      value in exchange for the Shareholder Transfers;

  (c) Whether Tribune was insolvent at the time of the
      Shareholder Transfers or became insolvent as a result of
      the Shareholder Transfers;

  (d) Whether, at the time of the Shareholder Transfers, Tribune
      was engaged in business or a transaction, or was about to
      engage in business or a transaction, for which Tribune was
      left with unreasonably small capital; and

  (e) Whether, at the time of the Shareholder Transfers, Tribune
      intended to incur, or believed that it would incur, debts
      that would be beyond its ability to pay as those debts
      matured.

If the Committee obtains a judgment in its favor on the claims,
the Shareholder Transfers will be avoided and the amounts paid
will be recovered from the Shareholder Class.  The Committee
relates that the Shareholder Defendants collectively face a risk
of loss of a minimum of $54,359,542 on those claims.

The Committee asks the Court to:

  -- certify the Shareholder Class pursuant to Rule 23;

  -- award it damages in an amount to be determined at trial;

  -- impose a constructive trust on assets of the defendants in
     the amount of all proceeds received by each defendant in
     connection with the LBO Transaction;

  -- recharacterize the Exchangeable Note as equity;

  -- avoid the Shareholder Transfers, D&O Transfers, VRC
     Transfers, and EGI-TRB Transfers;

  -- granting recovery of all amounts paid in connection with
     the Shareholder Transfers, D&O Transfers, VRC Transfers,
     and EGI-TRB Transfers;

  -- award the its attorneys' fees, costs and other expenses
     incurred; and

  -- award it pre-and-post-judgment interest at the legal rate.

In a separate filing, the Committee seeks leave to file an
unredacted version of the Complaint, or, in the alternative, seeks
leave to file the unredacted version of the complaint under seal.
According to the Committee, the Complaint contains information
obtained on a confidential basis from the Debtors and many other
parties that had a connection with the LBO transaction or its
financing.

The Director Defendants include Dennis J. FitzSimons, Enrique
Hernandez Jr., Betsy D. Holden, Robert S. Morrison, and William A.
Osborn.

A list of the more than 3,000 members of the Shareholder Class
that have been identified by the Committee is available for free
at http://bankrupt.com/misc/Tribune_ShareholderClass.pdf

VRC is a financial advisory firm that provided fairness and
solvency opinions in support of the LBO Transaction.  According to
the Committee, VRC received payments from Tribune for certain fees
and expenses in connection with the LBO Transaction in an amount
to be determined at trial but no less than $1,500,000.

                          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)


TRIBUNE CO: Step One Lenders Sue JPM, et al., in State Court
------------------------------------------------------------
A group of creditors of Tribune calling itself the "Step-One
Credit Agreement Lenders" or "SoCal" filed a lawsuit against banks
involved in the 2007 leveraged buy-out of Tribune Company and
against JPMorgan Chase Bank, N.A., which acted as administrative
agent for lenders in the LBO, Merrill Lynch Capital Corporation,
as syndication agent, and Citicorp North America, Inc. and Bank of
America, N.A., as co-documentation agents.

The suit, filed in a New York state court, is separate from the
lawsuits filed by the Official Committee of Unsecured Creditors
against LBO Lenders, former and current directors and officers of
Tribune involved in the LBO and Samuel Zell.

SoCal, according to Media Daily News, is composed of distressed
debt owners Alden Global Capital, Greywolf Capital, and
Arrowgrass.

Like the unsecured creditors, the distressed debt holders cite
findings by independent examiner Kenneth Klee suggesting that the
second round of the LBO funding may have been fraudulent, the
report said.  Specifically, their complaint asserts that "The Lead
Banks knew that this financing was barred by the terms of the
Credit Agreement and it was tainted with fraud and other
misconduct," but went ahead anyway because they were "improperly
motivated by tens of millions of dollars worth of fees and the
desire to curry favor with the billionaire Zell."

In April 2007, Tribune signed a Merger Agreement, which obligated
it to proceed with the LBO by buying all of its publicly owned
shares in a two-step process.  In Step One, Tribune agreed first
to make a tender offer for the purchase of approximately one-half
of its outstanding shares totaling 126,000,000 shares at a price
of $34 per share.  According to papers filed in the lawsuits by
the Creditors' Committee, total consideration for Step One was
approximately $4.284 billion.  In Step Two, pursuant to the Merger
Agreement, the Company committed to convert to cash its remaining
publicly owned shares following regulatory approvals from the
Federal Communications Commission, required for certain aspects of
the LBO, at a price of $34 per share.  Total consideration
associated with Step Two was some $4 billion, according to the
Creditors' Committee.

                          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)


UNIGENE LABORATORIES: Posts $4.38-Mil. Net Loss in Third Quarter
----------------------------------------------------------------
Unigene Laboratories Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $4.38 million on $2.85 million of revenue
for the three months ended Sept. 30, 2010, compared with a net
loss of $5.83 million on $2.73 million of revenues for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$25.67 million in total assets, $62.50 million in total
liabilities, and a stockholder's deficit of $36.83 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e1f

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene's balance sheet at June 30, 2010, showed $27.60 million in
total assets, $60.32 million in total liabilities, and
$32.72 million in stockholders' deficit.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended December 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of December 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.


UNIVERSITY VILLAGE: Section 341(a) Meeting Scheduled for Dec. 1
---------------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of
University Village Apartments, L.P.'s creditors on December 1,
2010, at 10:15 a.m.  The meeting will be held at 111 South Tenth
Street, Sixth Floor, Suite 6.365A, Street Louis, MO 63102.

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.

Saint Louis, Missouri-based University Village Apartments, L.P.,
filed for Chapter 11 bankruptcy protection on October 28, 2010
(Bankr. E.D. Mo. Case No. 10-52443).  Spencer P. Desai, Esq., at
Desai Law Firm LLC, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.


UNIVERSITY VILLAGE: Wants Desai Law Firm as Bankruptcy Counsel
--------------------------------------------------------------
University Village Apartments, L.P., asks for authorization from
the U.S. Bankruptcy Court for the Eastern District of Missouri to
employ The Desai Law Firm LLC as bankruptcy counsel.

Desai will:

     a. assist, advise and represent the Debtor regarding the
        administration of the Debtor's bankruptcy case;

     b. assist, advise and represent the Debtor in any
        investigation of the acts, conduct, assets, liabilities
        and financial condition of the Debtor, the operation and
        profitability of the Debtor's business and the
        desirability of the continuation of the business, the
        disposition of any assets of the Debtor, and any other
        matters relevant to the Debtor's bankruptcy case or the
        formulation of a plan of reorganization;

     c. assist, advise and represent the Debtor in the formulation
        and drafting of a plan of reorganization, and in the
        collection and filing with Court of any acceptance the
        plan; and

     d. assist, advise and represent the Debtor in the performance
        of all of its duties and powers under the U.S. Bankruptcy
        Code and the Bankruptcy Rules and in the performance of
        other services as are in the interest of the Debtor and
        its estate.

Desai will be paid based on these rates:

        Spencer P. Desai            $285
        Associates                $100-$285
        Paralegals                $100-$285

Spencer P. Desai, Esq., a principal at Desai, assures the Court
that the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

Saint Louis, Missouri-based University Village Apartments, L.P.,
filed for Chapter 11 bankruptcy protection on October 28, 2010
(Bankr. E.D. Mo. Case No. 10-52443).  The Debtor estimated its
assets and debts at $10 million to $50 million.


UNIVISION COMMUNICATIONS: Moody's Assigns 'Caa2' Rating to Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Univision
Communications, Inc.'s proposed $500 million senior unsecured
notes due 2021.  Univision plans to utilize the net proceeds from
the notes to fund a tender offer for approximately $460 million of
its $1.75 billion senior toggle notes due March 2015 (2015 Toggle
Notes) and related tender/transaction costs.  Univision also
indicated that HSR regulatory approval was received for its
proposed transactions with Grupo Televisa, S.A.B. (Baa1, stable
rating outlook).  Univision's B3 Corporate Family Rating, B3
Probability of Default Rating, SGL-3 speculative-grade liquidity
rating and stable rating outlook are not affected.

Assignments:

Issuer: Univision Communications, Inc.

  -- Senior Unsecured Regular Bond/Debenture due 2021, Assigned
     Caa2, LGD6 - 92%

                        Ratings Rationale

The proposed note offering favorably extends Univision's maturity
profile and further reduces the concentration of maturities in
2014/2015, which were cut considerably through the company's
October 2010 refinancing transactions.  Moody's believes the
transaction is a continuation of Univision's efforts to
proactively improve its capital structure and maturity profile,
although refinancing risk through 2017 and leverage remain high.

Moody's estimates Univision will have approximately $2.9 billion
of debt maturing in 2014/2015 upon completion of the proposed bond
offering.  An event of default will occur if the previously
announced $1.2 billion proposed cash investment from Televisa is
completed and Univision does not utilize at least $1.1 billion of
the proceeds to retire 2015 Toggle Notes by the later of March 31,
2011, or 45 days after the Televisa investment closes.  Moody's
anticipates Univision will exercise the call option or retire by
some other means at least $1.1 billion of the 2015 Toggle Notes
(initially callable on March 15, 2011, at 104.875) from the
Televisa investment proceeds and this would further reduce
2014/2015 maturities to approximately $1.8 billion.

Completion of the Televisa transactions is factored into the
rating, but Moody's believes the HSR approval satisfies the last
meaningful contingency to closing the transactions (the October
2010 refinancing satisfied the maturity extension conditions).
Moody's anticipates the proposed refinancing and Televisa
investment and related transactions will meet the condition
(reducing 2014/2015 maturities to $2.5 billion or less by 2/28/14)
to further extend the term of the Program License Agreement (PLA)
with Televisa to the later of 2025 or seven and a half years after
Televisa disposes of at least 2/3rds of its 35% investment.  Such
extension provides greater assurance that Univision will retain
access to a material source its programming, which benefits long-
term operating cash flow generation.

Because Univision elected to PIK the March 2011 coupon on the 2015
Toggle Notes, the proposed offering will increase cash interest
expense in 2011's first half.  However, the offering is projected
to reduce cash interest costs slightly in the second half of 2011
and beyond as Moody's expects Univision will elect to pay cash
interest on the 2015 Toggle Notes (interest accrues at 10.5% if
the PIK election is made, but the rate is 9.75% if paid in cash)
beginning in September 2011 and the proposed 2021 notes are likely
to have a lower coupon.  Moody's estimates annual run rate cash
interest costs following the Televisa investment and use of
proceeds thereof, the proposed note offering and tender offer, and
an assumed cash interest election on the 2015 Toggle Notes will be
in a $560-575 million range (including the effect of swaps) vs.
approximately $471 million for the LTM period ended 9/30/10
(excluding the $170 million of LTM interest paid-in-kind on the
2015 Toggle Notes, which coupon payments are required to be paid
in cash beginning in March 2012).

The new notes will be guaranteed by all of Univision's domestic
operating subsidiaries that guarantee its senior secured credit
facility.  The Caa2 rating and LGD6-92% assessment on the proposed
senior unsecured notes reflect their effective subordination to
the material amount of secured debt.  The notes would likely
absorb significant loss in the event of a default.  Moody's does
not anticipate that the anticipated debt repayment from the
Televisa investment proceeds will affect the Caa2 rating on the
proposed senior unsecured notes, although loss given default
assessments are subject to change.

Univision's B3 CFR reflects its strong and leading market position
in Spanish-language media within the United States and good
intermediate-term growth prospects tempered by its very high
leverage, vulnerability to cyclical advertising and high
refinancing risk associated with 2014-2017 debt maturities,
although recent refinancing transactions have alleviated this
concern to some extent.  Growth prospects supported by Hispanic
demographic trends, as well as the market position and strong
operating margins support Univision's unlevered cash flow
generation.  The risk of a restructuring of its highly leveraged
balance sheet (gross debt-to-EBITDA is approximately 13.3x LTM
9/30/10 incorporating Moody's standard adjustments and excluding
non-cash advertising revenue) nevertheless remains elevated,
particularly if economic conditions were to weaken.

A deterioration in liquidity including an inability to achieve and
sustain positive free cash flow, a decline in projected covenant
cushion, heightened concern that maturities cannot be refinanced,
renewed economic weakness, or heightened risk of a discounted debt
repurchase or other restructuring, could result in a downgrade.
The ratings will also be vulnerable to a downgrade as long as
debt-to-EBITDA is above 10x, although a downgrade may not occur if
the company has adequate liquidity given the potential for
meaningful de-levering during economic expansions.

Good operating execution or an equity offering that leads to
consistent free cash flow generation and debt reduction after
factoring in all capital costs (including PIK interest), debt-to-
EBITDA sustained below 8.5x and free cash flow (under the
assumption that all interest is paid in cash) exceeding 3% of debt
could position the company for an upgrade.  A good liquidity
position including a high degree of confidence that Univision can
refinance its maturities and maintain access to Televisa's
programming would be necessary for an upgrade.

The last action was on October 20, 2010, when Moody's assigned a
B2 rating to Univision's $750 million senior secured notes due
2020, and B2 ratings to the amended and extended term loan and
revolver portion of the company's senior secured credit facility.

Univision, headquartered in New York, is the leading Spanish-
language media company in the United States.  Revenue for the LTM
ended 9/30/10 was approximately $2.2 billion.


USA COMMERCIAL: Bid to Strike Discounted Pay-Off Claims Denied
--------------------------------------------------------------
Certain financial institutions and individuals that had lent money
for the purchase of commercial real estate sued Compass USA SPE
LLC in the U.S. District Court for the District of Nevada to
determine their rights and obligations under Loan Servicing
Agreements and for various torts.  The Direct Lenders allege that
they have been damaged by the loss of interest in monies they
would have collected had the loan servicer honored their requests
to accept less than that which was due on certain loans in full
satisfaction of them.

USA Commercial Mortgage Co., was a loan servicing company that
went bankrupt.  Compass purchased USA Commercial's interest in
thousands of Loan Servicing Agreements.  Silar Advisors, LP and
Silar Special Opportunities Fund, LP, financed Compass's purchase,
retaining a security interest in the LSAs.  Silar later assigned
the loan and corresponding security interest in the LSAs to Asset
Resolution LLC, an entity created and owned by Silar for this
purpose.  Asset Resolution eventually foreclosed on the LSAs.

Asset Resolution and Silar intervened in the Direct Lenders' suit.

The Defendants ask the Court to "strike" the claims based on
judicial estoppel.  The Defendants argue that Plaintiffs' counsel
previously argued, and the Court accepted, that Compass had no
duty to accede to any direct lender's desire to accept less than
the full amount due on a given loan unless every lender with
respect to that loan, including Compass itself where applicable,
agreed.

Asset Resolution LLC -- but not Silar -- filed for Chapter 11
bankruptcy in the United States Bankruptcy Court for the Southern
District of New York on October 14, 2009.  On November 24, 2009,
the Bankruptcy Court for the Southern District of New York granted
a motion for transfer of venue, transferring the bankruptcy action
to the Bankruptcy Court for the District of Nevada.  The Nevada
Court later converted Asset Resolution's bankruptcy to Chapter 7.
William A. Leonard, Jr., was appointed Chapter 7 Trustee.

Silar, Asset Resolution and the Chapter 7 Trustee have asked the
District Court to strike Plaintiffs' Discounted Pay-Off Claims.

The Hon. Robert C. Jones of the District of Nevada finds the
Motion to Strike without merit.  Judge Jones says although no
direct lender could be forced to take less than what he was due,
any direct lender could choose to do so, and the loan servicer
would be obligated to accept less than full value from the
borrower, prorated according to each lender's wishes.  He says
those Plaintiffs who allege that Compass dishonored their wishes
to accept less than full value from borrowers for their prorated
share of a given loan therefore have a legitimate contractual
claim for damages measured by the value lost due to the servicer's
intransigence, plus interest.  But he adds that each Plaintiff
will have to prove his own case, and no Plaintiff who refused to
accept less than full value on his loan, or who was silent on the
matter, will be able to do so, but this is a matter of proof for
trial.

A copy of the District Court's order, dated October 26, 2010, is
available at http://is.gd/gVC7Mfrom Leagle.com.

                       About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represented the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, served as Chief Restructuring Officer for the
Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represented the Official Committee of Unsecured Creditors of
USA Commercial Mortgage Company.  Edward M. Burr at Sierra
Consulting Group, LLC, provided financial advice to the Creditors
Committee of USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represented the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., provided
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represented the Official Committee of Equity Security Holders of
USA Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at
Alvarez & Marsal, LLC, provided financial advise to the Equity
Committee of USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.

The Debtor's Chapter 11 plan of reorganization was confirmed on
Jan. 8, 2007.

                      About Asset Resolution

Asset Resolution LLC was formed by Silar Advisors, L.P., to hold
assets that served as collateral for a $67 million loan to Compass
USA SPE LLC, which was used by Compass to acquire the assets of
USA Commercial Mortgage Company in an earlier bankruptcy case
through a sale under Section 363 of the Bankruptcy Code.  Silar
foreclosed on Compass in September 2008 when alleged interference
from former investors in USA Commercial prevented proper
management and sale of the properties.

Headquartered in New York, Asset Resolution LLC and 14 units filed
for Chapter 11 protection on Oct. 14, 2009 (Bankr. D. Del. Case
No. 09-16142).  Klestadt & Winters LLP serveD as counsel to the
Debtors.  In its schedules, Asset Resolution disclosed
$423,498,002 in assets and $22,642,531 in debts.


VISUAL MANAGEMENT: Files For Chapter 11 Protection
--------------------------------------------------
Visual Management Systems, formerly Wildon Productions, and
certain of its subsidiaries has filed for Chapter 11 protection
(Bankr. D. N.J. Lead Case No. 10-44748.

Visual Management Systems, Inc. designs and sells computer-based
video protective technology solutions, including digital video
recorders and other surveillance products.  The Company is New
Jersey-based and began operations in June 2003.

The Company is represented by Morris S. Bauer, Esq., at Norris,
McLaughlin & Marcus.


VISUAL MANAGEMENT: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Visual Management Systems, Inc.
          fdba Wildon Productions, Inc.
        1000 Industrial Way North,Suite C
        Toms River, NJ 08755

Bankruptcy Case No.: 10-44748

Chapter 11 Petition Date: November 8, 2010

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Morris S. Bauer, Esq.
                  NORRIS MCLAUGHLIN & MARCUS, PA
                  P.O. Box 5933
                  Bridgewater, NJ 08807-5933
                  Tel: (908) 722-0700
                  Fax: (908) 722-0755
                  E-mail: msbauer@nmmlaw.com

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

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

Debtor-affiliate filing separate Chapter 11 petition:

                                                   Petition
Debtor                                     Case No.   Date
------                                     --------   ----
Visual Management Systems Holding, Inc.    10-44749  11/08/10
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

A list of Visual Management Systems' 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/njb10-44748.pdf

A list of Visual Management Systems Holding's 19 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/njb10-44749.pdf

The petitions were signed by Jason Gonzalez, president.


VITOIL-SCOTTISH: Wants Plan Extension; In Talks with U.S. Bank
--------------------------------------------------------------
On November 2, 2010, Vitoil-Scottish, LLC, asked the U.S.
Bankruptcy Court for the Central District of California to further
extend its exclusive periods to file a plan of reorganization and
obtain acceptances of its plan for 60 days, until January 17,
2011, and until March 18, 2010, respectively.

The Debtor told the Court that it does anticipate the need to file
any plan in this case, as it is in the process of finalizing and
documenting a settlement agreement with the primary secured
creditor in this case, U.S. Bank.  Upon finalization of the
settlement agreement and approval of the settlement agreement by
the Court, the Debtor said it will move to have its case
dismissed.  The Debtor explained to the Court that should a
settlement agreement not be finalized on time, it wants to still
be able to file a plan "without being forced to expend resources
defending against a competing plan, or prematurely filing a plan
now when the Debtor is on the verge of settling this case."

Soon after the case was filed, U.S. Bank filed a motion to appoint
a trustee.  That motion has been continued from time to time by
mutual agreement of the parties, and is currently set for hearing
on November 16, 2010.

Additionally, South Bay Construction Company, the Project's
general contractor, has filed a motion for relief from stay
regarding the pursuit of various causes of action against the
Debtor and the Bank in state court.  The hearing on that motion
has also been continued by mutual agreement of the parties pending
a finalized settlement agreement.  The hearing on the motion is
also currently set for hearing on November 16, 2010.

As reported in the Troubled Company Reporter on June 7, 2010, r
U.S. Bank asked the Bankruptcy Court to appoint a Chapter 11
trustee in the Debtor's case, citing that the Debtor mismanaged
the two-phase, 168-unit condominium project known as Venetian
Terraces.  U.S. Bank said that the appointed trustee must take
control of the project which is now a complete standstill, and any
remaining value is in imminent risk of being lost.

                    About Vitoil-Scottish, LLC

Studio City, California-based Vitoil-Scottish, LLC, is the owner
of real property located at 2455 Masonic Drive, San Jose
California, acquired for the purpose of developing a condominium
project.  The Company filed for Chapter 11 bankruptcy protection
on April 22, 2010 (Bankr. C.D. Calif. Case No. 10-14734).  Ron
Bender, Esq., who has an office in Los Angeles, California,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million in
its Chapter 11 petition.


VONAGE HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a first time B2 corporate
family rating and a B1 probability of default rating to Vonage
Holdings Corp., a provider of voice and messaging services over
broadband networks mainly for customers in the United States.
Moody's also assigned a B2 rating to the company's new
$200 million senior secured term loan, being arranged for co-
borrowers Vonage and its wholly-owned operating subsidiary
Vonage America, Inc. The company plans to use the borrowings
along with $106 million of balance sheet cash to refinance
currently outstanding debt and pay the associated premiums
and fees.  The rating outlook is stable.

Moody's has taken these rating actions:

Assignments:

Issuer: Vonage Holdings Corp.

  -- Corporate Family Rating, Assigned B2
  -- Probability of Default Rating, Assigned B1

Issuer: Vonage Holdings Corp., Vonage America Inc.

  -- $200 million Senior Secured Term Loan, Assigned B2 (LGD4,
     69%)

  -- Rating Outlook: Stable

                        Ratings Rationale

Vonage's B2 Corporate Family Rating largely reflects Moody's
concerns about the long-term sustainability of the standalone
Voice over Internet Protocol long distance provider model, which
incorporates Moody's view that revenues will be pressured over the
long-term due to a growing reluctance from customers to pay for
long distance calling, intensifying competition from bundled voice
plans from cable companies and traditional telecommunications
companies, and the company's exposure to changes in international
and domestic termination fees for calls to landline phone numbers.
In addition, Moody's remains concerned about the potential for
Vonage to cannibalize its revenue base, as the company may be
challenged to generate incremental revenue from customer calls
within the Vonage network.  In addition, the continued
commoditization of the international long distance business bodes
poorly for long-term profitability growth.

The ratings are supported, however, by Vonage's very good
liquidity, modest leverage and free cash flow generation driven by
limited capital expenditure needs, declining churn due to loyalty
from ILD customers, and near-term growth prospects from more homes
adopting higher speed broadband services.  The B1 Probability of
Default Rating also takes into account the high excess cash flow
sweep that should enable the company to rapidly delever, and
thereby convey a reduced likelihood of default relative to that
more typically characterized by a B2-rated company.

Moody's also recognizes the near-term upside that comes from
Vonage's continued mix shift into international markets, given
that Vonage's ILD customers tend to have higher priced plans and
lower churn.  In addition, still-rapidly growing Internet usage
across the world, and the company's opportunities to leverage
scale on Internet carrier costs and termination fees, are
encouraging in the near-term.

The stable outlook reflects Moody's view that Vonage will maintain
adjusted debt/EBITDA below 2.0x.

Moody's expects Vonage will have very good liquidity over the next
twelve months, as pro forma for FYE 2010 Moody's projects the
company will have about $62 million in cash or equivalents and
generate free cash flow of $135 million for the year.  The rating
agency noted that much of the free cash flow realized in 2010 was
due to working capital changes resulting from earlier receipts of
payments on promotional plans, and that it subsequently did not
expect free cash flow to be sustainable at such a level.  Going
forward, Moody's expects annualized free cash flow to normalize at
a $60 million range over the next several years.  The company has
a 50%/75% tiered excess cash flow sweep attached to the new term
loan.

                          Rating Outlook

The stable rating outlook reflects Moody's view that Vonage's VOIP
calling business model will remain viable in the near to medium
term as it generates flat to modest sales growth in the next few
years, and will minimize EBITDA declines resulting from higher
expenses due to increased international call volume.  Moody's also
expects the company to retain a disciplined capital structure with
an adjusted debt/EBITDA leverage below 2.0x.

                What Could Change the Rating -- Up

As the long term business sustainability is the primary driver
influencing the CFR, an upgrade is unlikely over the next 12-18
months.  However, upward rating pressure would ensue if Vonage is
successfully able to profitably diversify its customer base, such
that its revenues approach $1 billion and adjusted EBITDA exceeds
$150 million and leverage remains below 1.5x.

                What Could Change the Rating -- Down

Downward rating pressure could develop if the company's EBITDA and
free cash flow decline and the company is unable to reduce its
adjusted Debt to EBITDA leverage below 2.0x.  Also, a downgrade
may be considered if technological issues impair the company's
operations.

This is the first time that Moody's has rated Vonage.

Vonage, located in Holmdel, New Jersey, is a provider of voice and
messaging services to approximately 2.4 million subscribers across
the United States and abroad.  The company generated about $890
million in revenues for the trailing twelve months ending
September 30, 2010.

                     Regulatory Disclosures

Information sources used to prepare the credit rating are these:
parties involved in the ratings, parties not involved in the
ratings, public information, and confidential and proprietary
Moody's Investors Service information.

Moody's Investors Service considers the quality of information
available on the issuer or obligation satisfactory for the
purposes of assigning a credit rating.

Moody's adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources Moody's considers to be reliable including, when
appropriate, independent third-party sources.  However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.


VICTOR VALLEY: Bankruptcy Court Approves Sale for $37-Mil.
----------------------------------------------------------
Victor Valley Community Hospital has won bankruptcy-court approval
to sell itself for $37 million, according to the California
hospital's attorney, Dow Jones' Small Cap reports.

Victor Valley Community Hospital -- http://www.vvch.org/--
operates a health care facility.  It has a rural nonprofit
hospital operator in Southern California.

Victor Valley Community Hospital filed for Chapter 11 protection
on September 13, 2010 (Bankr. C.D. Calif. Case No. 10-39537
The Debtor estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.  Debt includes
$4.5 million owed to the bank lender.  Unsecured creditors are
owed $16.5 million. Mary D. Lane, Esq., Samuel R. Maizel, Esq.,
and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl & Jones
LLP.


WALSH SECURITIES: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Walsh Securities, Inc.
        46 Laura Lane
        Morristown, NJ 07960

Bankruptcy Case No.: 10-44845

Chapter 11 Petition Date: November 9, 2010

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

Judge: Novalyn L. Winfield

Debtor's Counsel: Daniel Stolz, Esq.
                  WASSERMAN, JURISTA & STOLZ
                  225 Millburn Ave., Suite 207
                  P.O. Box 1029
                  Millburn, NJ 07041-1712
                  Tel: (973) 467-2700
                  E-mail: dstolz@wjslaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb10-44845.pdf

The petition was signed by Robert Walsh, president.


WEST CORPORATION: Moody's Assigns 'B3' Rating to $650 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 to West Corporation's
proposed $650 million of unsecured notes and affirmed the B2
Corporate Family Rating, the B2 Probability of Default Rating and
the SGL-2 Speculative Grade Liquidity Rating.  The proceeds of the
note offering are expected to be used fund the repurchase of the
existing senior unsecured notes due 2014.  The rating outlook is
stable.

Moody's took these rating actions (LGD assessments revised):

Assigned $650 million senior notes due 2019, B3 (LGD 5, 76%)

  -- Affirmed $1.9 billion senior secured term loan B due
     2013/2016, Ba3 (LGD 2, 25%)

  -- Affirmed $250 million amended revolving credit facility due
     2012/2016, Ba3 (LGD 2, 25%)

  -- Affirmed $500 million senior unsecured notes due 2018, B3
      (LGD 5, 76%)

  -- Affirmed $450 million senior subordinated notes due 2016,
     Caa1 (LGD 6, 94%)

  -- Affirmed Corporate Family Rating, B2

  -- Affirmed Probability of Default Rating, B2

  -- Affirmed Speculative Grade Liquidity Rating, SGL-2

These ratings are expected to be withdrawn upon the closing of the
refinancing:

  -- $650 million senior notes due 2014, B3 (LGD 5, 76%)

                        Ratings Rationale

The B2 Corporate Family Rating reflects significant financial
leverage, revenue declines in certain agent-based service lines,
pricing pressures, and technology risks in automated service
lines.  The ratings are supported by the company's scale and
leading market positions, track record of revenue and
profitability growth in automated service lines, and stable
financial performance during 2009 and 2010 despite pressures from
a difficult macro-environment.  Financial strength metrics are
broadly in line with the B2 rating category.

The stable outlook anticipates modest revenue and profitability
growth over the next year.  The ratings could be upgraded if
improving financial performance or debt reduction results in
sustained Debt to EBITDA and free cash flow to debt of about 5
times and 7%, respectively.  The ratings could be pressured if
pricing trends worsen or significant client losses result in
declining revenues and operating margins.  A significant debt
financed acquisition that weakens credit metrics could also
pressure the rating.  If these conditions result in sustained Debt
to EBITDA and free cash flow to debt of greater than 6.5 times and
less than 2%, respectively, a downgrade is possible.

Based in Omaha, Nebraska, West is a leading provider of outsourced
communication solutions to clients in a variety of industries,
including telecommunications, banking, retail, financial services,
technology and healthcare.  The company operates in two business
segments, unified communications and communication services, and
reported revenues of approximately $2.4 billion in the twelve
month period ended September 30, 2010.


WEST CORP: Sept. 30 Balance Sheet Upside-Down by $2.5-Bil.
----------------------------------------------------------
West Corporation filed its quarterly report on Form 10-Q with the
Securities and Exchange Commission.

West Corporation had total assets of $3,074,293,000, total
liabilities of $4,118,356,000, Class L Common Stock of
$1,457,257,000, and a stockholders' deficit of $2,501,320,000 as
of Sept. 30, 2010.

As reported in the Troubled Company Reporter on Oct. 27, 2010,
the Company said in an earnings release that for the third quarter
of 2010, revenue was $592.4 million compared to $559.0 million for
the same quarter last year, an increase of 6.0%.  The net increase
in revenue from entities acquired or sold was $6.8 million during
the third quarter of 2010.

The Company reported a net loss of $8.43 million for the three
months ended Sept. 30, 2010, compared with net income of
$4.46 million for the same period a year ago.

Adjusted EBITDA for the third quarter of 2010 was $160.9 million,
or 27.2% of revenue, compared to $153.2 million for the
third quarter of 2009.  A reconciliation of Adjusted EBITDA to
cash flows from operating activities is presented below.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6cf6

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6de6

                      About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.


WEST END: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------
Debtor: West End Property Management, LLC
        2952 Highway 70
        Black Mountain, NC 28711

Bankruptcy Case No.: 10-11317

Chapter 11 Petition Date: November 10, 2010

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: Edward C. Hay, Jr., Esq.
                  PITTS, HAY & HUGENSCHMIDT, P.A.
                  137 Biltmore Avenue
                  Asheville, NC 28801
                  Tel: (828) 255-8085
                  Fax: (828) 251-2760
                  E-mail: ehay@phhlawfirm.com

Scheduled Assets: $950,000

Scheduled Debts: $1,358,457

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ncwb10-11317.pdf

The petition was signed by Robert Allen Burpeau, Sr.,
member/manager.


WEST PENN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: West Penn Billiard & Trophy Corporation
        3221 Babcock Boulevard
        Pittsburgh, PA 15237

Bankruptcy Case No.: 10-28001

Chapter 11 Petition Date: November 10, 2010

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: James A. Prostko, Esq.
                  PROSTKO & SANTILLAN, LLC
                  650 Corporation Street, Suite 304
                  Beaver, PA 15009
                  Tel: (724) 770-1040
                  Fax: (412) 774-2266
                  E-mail: jprostko@fyi.net

Estimated Assets: $100,001 to $500,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/pawb10-28001.pdf

The petition was signed by George Leon, president.


WESTMORELAND COAL: Posts $2.51 Million Net Income in Sept. 30 Qtr.
------------------------------------------------------------------
Westermoreland Coal Company filed its quarterly report on Form
10-Q, showing net income of $2.51 million on $124.08 of revenues
for the three months ended Sept. 30, 2010, compared with
a net loss of $7.84 million on $112.40 million of revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed $765.0
million in total assets, $898.75 million in total liabilities, and
a stockholder's deficit of $133.75 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6dd8

Colorado Springs, Colo.-based Westmoreland Coal Company is an
energy company whose operations include five surface coal mines in
Montana, North Dakota and Texas and two coal-fired power-
generating units with a total capacity of 230 megawatts in North
Carolina.  The Company sold 24.3 million tons of coal in 2009.
The Company's two principal operating segments are its coal
segment and its power segment, in addition to two non-operating
segments.

As reported in the Troubled Company Reporter on March 15, 2010,
KPMG LLP, in Denver, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that of the Company's recurring losses from
operations, working capital deficit and net capital deficiency.


WILLIAM LYON: Posts $8 Million Net Loss in September 30 Quarter
---------------------------------------------------------------
William Lyon Homes reported net loss of $8.0 million for the three
months ended September 30, 2010, a 31% improvement compared to net
loss of $11.6 million for the three months ended September 30,
2009. Consolidated operating revenue increased 12% to $75.3
million for the three months ended September 30, 2010, as compared
to $67.2 million for the comparable period a year ago.  Home sales
revenue increased 32% to $73.7 million for the three months ended
September 30, 2010, as compared to $55.8 million for the
comparable period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$779.65 million in total assets, $639.58 million in total
liabilities, and stockholders' equity of $140.07 million.

The Company experienced slower absorption rates than anticipated
during the three months ended September 30, 2010.  In certain
markets, sales prices and sales absorption have been steady, while
the economic recovery continues to be slower than anticipated.
Management of the Company may increase sales incentives or use
other marketing strategies to stimulate homebuyer demand and
improve sales absorption in its markets.

Net new home orders for the three months ended September 30, 2010
were 163 homes, a decrease of 34% compared to 246 homes for the
three months ended September 30, 2009.  The Company's number of
new home orders per average sales location decreased slightly to
9.1 for the three months ended September 30, 2010 as compared to
10.3 for the three months ended September 30, 2009, and down from
10.1 for the three months ended June 30, 2010.  The average number
of sales locations during the three months ended September 30,
2010 was 18, down 25% from 24 in the comparable period a year
ago.  The Company's cancellation rate for the three months ended
September 30, 2010 decreased slightly to 17% from 19% for the
comparable period in 2009, and is down from 18% for the three
months ended 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?6e0a

                        About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

                         *     *     *

William Lyon carries 'CCC' issuer credit ratings from Standard &
Poor's, and 'Caa2' long term corporate family and probability of
default ratings from Moody's.

"S&P raised its rating on William Lyon Homes because S&P believes
that near-term liquidity pressure has eased somewhat following the
partial funding of a secured term loan and reduced maturing credit
facility debt," said credit analyst James Fielding in November
2009 when S&P raised the rating on William Lyon to 'CCC' from
'CCC-'.  He added, "However, this privately held homebuilder
remains very highly leveraged and may face challenges repaying or
refinancing intermediate-term debt maturities if its business
prospects don't improve in the interim."

Standard & Poor's Ratings Services raised its rating on William
Lyon Homes' 10.75% senior unsecured notes due 2013 to 'CC' from
'D' after the company repurchased $10.5 million of outstanding
principal for $9.0 million.  S&P lowered its rating on the notes
to 'D' because S&P considered the discounted repurchase to be
tantamount to default under its criteria for exchange offers and
similar restructurings.  In accordance with its criteria, S&P is
now raising its rating on these notes because the company
completed its repurchase, and S&P is not aware of additional
discounted repurchases at this time.


WINDMILL DURANGO: Gets Final OK to Access Beal Cash Collateral
--------------------------------------------------------------
The Hon. Linda B. Riegle of the U.S. Bankruptcy Court for the
District of Nevada, authorized, on a final basis, Windmill Durango
Office, LLC, to use cash securing obligation with Beal Bank
Nevada.

As of the Petition Date, the Debtor was indebted to Beal Bank
under the prepetition financing documents of approximately
$16.5 million.

Beal Bank consented to the Debtor's access to the cash collateral
to continue to operate its business, and effectuate a
reorganization of its business.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtor will grant Beal Bank replacement liens in
all of the Debtor's real property, subject to certain carve out
expenses.

The Debtor's access to the cash collateral will expire 120 days
after the Petition Date (which may be extended from time to time
with the prior written consent of Beal Bank; or on the occurrence
of a termination event.

                     About Windmill Durango

Las Vegas, Nevada-based Windmill Durango Office, LLC, filed for
Chapter 11 protection on August 17, 2010 (Bankr. D. Nev. Case No.
10-25594).  Zachariah Larson, Esq., at Larson & Stephens,
represents the Debtor.  The Company disclosed $21,389,775 in
assets and $16,768,000 in liabilities as of the Petition Date.

Affiliates Windmill Durango Op, LLC (Bankr. D. Nev. Case No. 10-
18058) and Windmill Durango Retail, LLC (Bankr. D. Nev. Case No.
10-18056) on May 3, 2010.


WINDMILL DURANGO: U.S. Trustee Unable to Form Creditors Committee
-----------------------------------------------------------------
August B. Landis, Acting U.S. Trustee for Region 17, notified the
U.S. Bankruptcy Court for the District of Nevada that he was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of Windmill Durango Office, LLC.

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

Las Vegas, Nevada-based Windmill Durango Office, LLC, filed for
Chapter 11 protection on August 17, 2010 (Bankr. D. Nev. Case No.
10-25594).  Zachariah Larson, Esq., at Larson & Stephens,
prepresents the Debtor.  The Company disclosed $21,389,775 in
assets and $16,768,000 in liabilities as of the Petition Date.

Affiliates Windmill Durango Op, LLC (Bankr. D. Nev. Case No. 10-
18058) and Windmill Durango Retail, LLC (Bankr. D. Nev. Case No.
10-18056) on May 3, 2010.


WOLF CREEK: Files Amended Schedule of Assets and Liabilities
------------------------------------------------------------
Wolf Creek Properties, LC, has filed with the U.S. Bankruptcy
Court for the District of Utah an amended schedule of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                $81,176,103
  B. Personal Property             $7,713,309
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $19,922,251
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $41,461
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,842,984
                                  -----------     -----------
        TOTAL                     $88,889,412     $21,806,696

Eden, Utah-based Wolf Creek Properties, LC, filed for Chapter 11
bankruptcy protection on June 9, 2010 (Bankr. D. Utah Case No.
10-27816).  Blake D. Miller, Esq., at Miller Guymon, PC, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.


WOLVERINE TUBE: Asks Court to Fixe Jan. 7 as Claims Bar Date
------------------------------------------------------------
Wolverine Tube, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to establish January 7, 2011, as the
deadline for all persons and entities holding or wishing to assert
a prepetition unsecured or secured, priority or nonpriority claim
against the Debtor.

The Debtors also ask the Court to establish May 2, 2011, as the
deadline for governmental units to file a proof of claim against
the Debtor.

The Debtors propose that a proof of claim must be submitted to:

(a) via regular mail:

     Donlin, Recano & Company, Inc.
     Re: Wolverine Tube, Inc., et al. Claims Processing
     P.O. Box 2003, Murray Hill Station
     New York, NY 10156

(b) via hand delivery or overnight courier:

     Donlin, Recano & Company, Inc.
     Re: Wolverine Tube, Inc., et al. Claims Processing
     419 Park Avenue South, Suite 1206
     New York, NY 10016

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.


WOODLAND PINES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Woodland Pines, LLC
        5595 E. 5th St., Suite 111
        Tucson, AZ 85711

Bankruptcy Case No.: 10-36218

Chapter 11 Petition Date: November 9, 2010

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Scott D. Gibson, Esq.
                  GIBSON, NAKAMURA & GREEN, PLLC
                  2329 N Tucson Blvd.
                  Tucson, AZ 85716
                  Tel: (520) 722-2600
                  Fax: (520) 722-0400
                  E-mail: ecf@gnglaw.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

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

The petition was signed by Stephen Spitzer, member-manager.


W.R. GRACE: Blackrock Has 4.98% Equity Stake
--------------------------------------------
BlackRock, Inc., disclosed in a Schedule 13G filed with the U.S.
Securities and Exchange Commission on November 8, 2010, that it is
deemed to beneficially own 3,625,597 shares of W.R. Grace stock
representing 4.98% of Grace shares outstanding.

As of October 31, 2010, Grace had 73,078,925 outstanding shares.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: D&Os Disclose Acquisition/Disposal of Shares
--------------------------------------------------------
Several directors and officers of W.R. Grace & Co. disclosed in
separate Form 4s filed with the U.S. Securities and Exchange
Commission their acquisition of shares of the Company's stock on
October 28 and 29, 2010:

                              No. of Shares
  Reporting Person              Acquired        Price Per Share
  ----------------            -------------     ---------------
  Vanderslice, Thomas A.          69,876            $3.22
  Murphy, John J.                 15,528            $3.22
  Akers, John F.                  43,639            $3.22
  Akers, John F.                  30,896            $3.22

The directors and officers also disclosed their disposition of the
Company's equity on October 28 and 29, 2010:

                              No. of Shares
  Reporting Person              Disposed        Price Per Share
  ----------------            -------------     ---------------
  Vanderslice, Thomas A.          69,876           $32.0197
  Murphy, John J.                 15,528           $31.8952
  Akers, John F.                  43,639           $31.9305
  Akers, John F.                  30,896           $32.0059

As a result of the directors' and officers' recent acquisition and
disposition of Grace shares, they, as of October 28 and 29,
beneficially own:

                              No. of Shares
  Reporting Person              Owned
  ----------------            -------------
  Akers, John F.                38,966
  Murphy, John J.               38,930
  Vanderslice, Thomas A.        39,522

Messrs. Vanderslice, Murphy and Akers are members of Grace's Board
of Directors.

Each share of Common stock also represents one Preferred Share
Purchase Right.  Each Right entitles the holder to purchase
Preferred Stock or other securities or property upon the
occurrence of certain events and subject to certain conditions.

Exercise and sale are pursuant to Rule 10b5-1 Trading Plan for
options issued January 2, 2001, expiring January 1, 2011.  The
shares are held in a trust established by the issuer for the
benefit of certain officers and directors.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Says It Has $144 Mil. Environmental Debt
----------------------------------------------------
W.R. Grace & Co.'s estimated liability, as of September 30, 2010,
for environmental investigative and remediation costs aggregate
$144 million, according to the Company's Form 10-Q filed with the
U.S. Securities and Exchange Commission on November 5, 2010.

The September 30, 2010 amount is less than the $148.4 million
liability Grace estimated to incur at December 31, 2009, Grace
said in the Form 10-Q.

The amount, according to the Company, is based on funding and
remediation agreements in place, including the Multi-Site
Agreement, and Grace's best estimate of its cost for sites not
subject to a formal remediation plan.

Net cash expenditures charged against previously established
reserves for the nine months ended September 30, 2010 and 2009,
were $4.4 million and $5.8 million, respectively, the Company
said.

Grace's total estimated liability for asbestos remediation related
to its former vermiculite operations in Libby, including the cost
of remediation at vermiculite processing sites outside of Libby,
at September 30, 2010, was $50.2 million, excluding interest where
applicable.  The estimated obligation does not include the cost to
remediate the Grace-owned Libby vermiculite mine, which is not
currently estimable, the Company said.

Grace also said that at September 30, 2010, its estimated
liability for remediation of sites not related to its former
vermiculite mining and processing activities was $93.8 million.
This liability relates to Grace's current and former operations,
including its share of liability for off-site disposal at
facilities where it has been identified as a potentially
responsible party.  Grace's estimated liability is based on an
evaluation of claims for which sufficient information was
available and the liabilities settled pursuant to the Multi-Site
Settlement agreement.  Grace said that as it receives new
information and continues its claims evaluation process, its
estimated liability may change materially.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


YRC WORLDWIDE: Posts $62 Million Net Loss in Sept. 30 Quarter
-------------------------------------------------------------
YRC Worldwide Inc. reported its third quarter 2010 results.  For
the third quarter ending September 30, 2010, the company announced
a net loss of $62 million and a $1.33 loss per share on average
outstanding diluted shares of 46.5 million.  As a comparison, the
company reported a net loss of $159 million and a $66.66 loss
per share in the third quarter of 2009 with average outstanding
diluted shares of 2.4 million.  The numbers of shares and the
per share amounts for all periods presented within this release
reflect the 1:25 reverse stock split which was effective on
October 1, 2010.

"We are pleased with the continued support of our customers and
our employees who remain focused on delivering results," stated
Bill Zollars, Chairman, President and CEO of YRC Worldwide.  "We
have achieved significant progress on our comprehensive recovery
plan with the ratification of our new labor contract and the
renewal of our ABS facility."

For the third quarter of 2010, the company reported positive
cash flow from operating activities of $5 million which included
positive adjusted EBITDA which was in excess of working capital
requirements, cash interest and restructuring professional fees.
Adjusted EBITDA is a non-GAAP measure that reflects the company's
earnings before interest, taxes, depreciation, and amortization
expense, and further adjusted for letter of credit fees, equity-
based compensation expense, net gains or losses on property
disposals and certain other items, including restructuring
professional fees and results of permitted dispositions and
discontinued operations as defined in the company's credit
agreement.

During the third quarter of 2010, the company issued $20.2 million
in 6% notes and used the proceeds to retire approximately $20
million of 5% notes.  The company repaid $25 million in borrowings
under its asset-backed securitization facility, sold excess
property of $36 million and entered into $3 million of new sale
and financing leasebacks during the quarter.  In addition, the
company closed on the previously announced $38.7 million sale
of the majority of its YRC Logistics business and used the net
proceeds to pay down borrowings under the credit agreement.
During 2010, the company has reduced its total debt by $73
million.

At September 30, 2010, the company reported cash and cash
equivalents of $115 million, unrestricted revolver availability of
$46 million and unused restricted revolver reserves of $123
million, subject to the terms of the company's credit agreement,
for a total of $284 million.

"We continue to effectively manage our working capital, reduce
debt and improve our cash flow, as demonstrated by the significant
sequential improvement in our cash flow from operating activities
from second quarter to third quarter," stated Sheila Taylor,
Executive Vice President and CFO of YRC Worldwide.

As previously announced, during October 2010, the company renewed
its ABS facility at $325 million through October 19, 2011.

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6de7

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The company's balance sheet for June 30, 2010, showed $2.8 billion
in total assets, $1.1 billion in total current liabilities, $913.4
million in long term debt, $146.2 million deferred income taxes,
$352.6 million pension and post retirement, $359.2 million claims
and other liabilities, $37,000 noncurrent liabilities, and
a $77.2 million stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on March 18, 2010,
KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.


* Transwestern Tapped Sales Agent for 6 Properties in Receivership
------------------------------------------------------------------
City Biz Real Estate reports that Trigild, a specialist for non-
performing commercial loans, has appointed Transwestern as the
sales agent for eight income-producing investment properties
currently in court appointed receivership.  The report relates
that the portfolio consists of assets in the Baltimore & York-
Hanover MSA's that are for sale as-is/where-is as a portfolio or
individually.

According to the report, they are being offered for sale on an
all-cash basis or subject to the existing debt.  The report
relates that details for each property, including the online
property listings when available, most of which were updated on
November 2.

   MARYLAND
   Fountain Green Plaza
   1301 E. Churchville Road
   Bel Air, MD
   6,400 SF Free-Standing Strip Retail Center
   100% Leased
   Year Built: 1977
   LOOPNET LISTING: http://tinyurl.com/2udzj6t

   St. Gregory Center
   4051 North Point Blvd
   Baltimore, MD
   6,000 SF Free-Standing Strip Retail Center
   100% Leased
   Year Built: 1984
   LOOPNET LISTING: http://tinyurl.com/37gf5dq

   Rikirs Plaza
   1709 Reisterstown Rd
   Pikesville, MD
   9,410 SF Two-Story Office/Retail Building
   68% Leased
   Year Built: 1972
   LOOPNET LISTING: http://tinyurl.com/36kk7fe

   Woodbridge Office Building
   1319 Woodbridge Station Way
   Edgewood, MD
   14,656 SF Single-Story Office Building
   100% Leased
   Year Built: 1999
   LOOPNET LISTING: http://tinyurl.com/2u39co5

   Westminster Professional Building
   532 Baltimore Blvd
   Westminster, MD
   37,573 SF 4-Story Suburban Office Building
   75% Leased
   Year Built: 1978
   SHOWCASE.com LISTING: http://tinyurl.com/2ubtsqn

   The Old Firehouse
   66 East Main Street
   Westminster, MD
   18,514 SF 3-Story Office/Retail Building
   87% Leased
   Year Built: 1979/1998
   LOOPNET LISTING: http://tinyurl.com/2evvxdq

   PENNSYLVANIA
   Shrewsbury Plaza
   526 South Main Street
   Shrewsbury, PA
   7,440 SF Free-Standing Strip Retail Center
   75% Leased
   Year Built: 1984

   Littlestown Village
   110 Roberta Jean Ave
   Littlestown, PA
   44-Unit Townhome Apartment Complex
   95% Leased
   Year Built: 1974

"The portfolio presents an outstanding opportunity for an
entrepreneurial investor(s) to acquire a diversified mix of
underperforming assets and create value through improved
management, leasing, repositioning, and/or redevelopment," said
Joe Friedman, vice president, with Transwestern's Investment Sales
Group.


* BOOK REVIEW: Insull - The Rise and Fall of a Billionaire Utility
               Tycoon
------------------------------------------------------------------
Author: Forrest McDonald
Publisher: BeardBooks
Softcover: 366 pages
List Price: $34.95
Review by Henry Berry

Few people today have heard of Samuel Insull.  Yet in the 1920s
and 1930s he was as well-known and, in the end, as infamous as Ken
Lay, Bernie Ebbers, and other disgraced corporate executives.  Mr.
Insull was brought to trial by the U.S. government, his reputation
destroyed, and his fortune lost.  Through it all, the political
and legal drama was played out in the leading newspapers.

After an education at Oxford, Mr. Insull worked at a London bank
that was the European representative of Thomas Edison.  In that
position, Mr. Insull familiarized himself with the latest
inventions and operations in the growing field of electricity.
Before long, he was headed to the United States to become the
famous inventor's secretary.  Mr. Insull proved himself invaluable
to Edison.  He managed Edison's business affairs and financial
matters, becoming one of the "Edison" men on the board of
directors of the Edison General Electric Company (now General
Electric Company) founded in 1889.  In 1892, Mr. Insull became the
president of the Chicago Edison Company.

In the 1890s, Chicago aspired to be recognized as America's
leading city.  This aspiration was not unrealistic considering
Chicago was the host city for the World's Fair of 1893.  Mr.
Insull's inexhaustible energy and bold ambition and ideas were a
good match for Chicago's vision.  In was at the World's Fair that
Mr. Insull was able to demonstrate the central role that
electrical energy could play in the growth of a modern city.
Mr. Insull parlayed the fame and success of the World's Fair to
become one of the most important figures in Chicago and the United
States.  He formed relationships with local and national
politicians, bankers, top business leaders, and investors.  In
pursuit of his outsized ambitions for himself, his company, and
electrical energy, he became involved in increasingly complex
financial transactions with an increasingly wider circle of
individuals.  Acquiring and merging with other electric companies
and related businesses, Mr. Insull received more and more
publicity as an influential, forward-thinking corporate executive.
Innovative ideas introduced by Mr. Insull included open-end
mortgages for business expansion, rigorous cost-accounting
standards, recognition of labor unions, and mass marketing.
As is the case with many failed businesspersons, Mr. Insull's
downfall was brought on by tangled, questionable financial
transactions.  In 1930, a Chicago grand jury indicted Mr. Insull,
his son, and some associates.  Mr. Insull was eventually acquitted
of all charges, but his downfall was complete.  A Chicago
newspaper summed up the trials as: "Mr. Insull and his fellow
defendants - not guilty; the old order -- guilty."

In this masterful biography, Mr. Insull is presented as a flesh-
and-blood character with magnified yet recognizable talents,
dreams, and flaws.  He became enmeshed in political and economic
forces beyond his control and became a scapegoat for the Great
Depression that was unfolding.

Forrest McDonald is the author of a book on the Constitution which
was a finalist for a Pulitzer Prize and other books on history and
biography.  Now retired, he taught in these areas for more than 40
years at Brown University and other places.

                           *********

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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