TCR_Public/101116.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, November 16, 2010, Vol. 14, No. 318

                            Headlines

1800HOTELS4U LLC: Equity Partners-Led Auction on Nov. 29
ABITIBIBOWATER INC: Monitor Files 66th Report
ADVANSOURCE BIOMATERIALS: To be Delisted From NYSE Amex
AGE REFINING: OSHA Slaps $12,600 Fine for Violations
AMBAC FINANCIAL: Stock Trading Restrictions Approved on Interim

AMBAC FINANCIAL: Schedules Deadline Extended to Dec. 22
AMBAC FINANCIAL: Wins OK to Hire KCC as Claims & Notice Agent
AMERICAN REPROGRAPHICS: Moody's Cuts Corp. Family Rating to 'B1'
AMERICAN REPROGRAPHICS: S&P Puts 'BB-' Rating on $220 Mil. Notes
AMSCAN HOLDINGS: To Refinance Senior Term Loan

AMSCAN HOLDINGS: October Retail Sales Total $310 Million
APPLIED COATINGS: Case Summary & 5 Largest Unsecured Creditors
APRICUS BIOSCIENCES: Incurs $2.6 Million Net Loss in Q3 2010
ARRAY BIOPHARMA: Reports $10.6MM Net Loss for Fiscal First Quarter
ASSOCIATED ESTATES: Moody's Puts Ba2 Rating on Sr. Unsec. Debt

AXESSTEL INC: Posts $1.1 Million Net Loss in September 30 Quarter
BARRIER GEOTECHNICAL: Case Summary & 20 Largest Unsec. Creditors
BERRY PLASTICS: Offering for $800MM Junior Notes to Close Nov. 19
BIO-KEY INT'L: Files Form 10-Q; Posts $943,800 Net Loss in Q3 2010
BOISE PAPER: S&P Raises Corporate Credit Rating to 'BB'

BOSTON GENERATING: To Sell to Constellation; Rival Bids Rejected
BRANSON INVESTMENTS: Voluntary Chapter 11 Case Summary
BRISTOW GROUP: S&P Retains 'BB' Rating on Senior Unsec. Debt
BROOKSTONE CO: To Discuss Q3 Results With Bondholders
C&D TECHNOLOGIES: Angelo Gordon Reports 20.78% Equity Stake

C&H ARIZONA: Plan Outline Hearing Scheduled for December 13
CF PROPERTIES: Case Summary & 18 Largest Unsecured Creditors
CHARLES G MACK: Files for Bankruptcy to Restructure Debt
CHATSWORTH INDUSTRIAL: Plan Outline Hearing on Nov. 17
CHURCH CHAIR: Case Summary & 20 Largest Unsecured Creditors

CINCINNATI BELL: Sells $275 Million Senior Notes
CMB III: U.S. Trustee Unable to Appoint Creditors Committee
COLIN GARVEY: Wants to Hire Morris Law as Bankruptcy Counsel
CONCORD INTERNATIONAL: Case Summary & Creditors List
CRYOPORT INC: Narrows Net Loss to $1.5 Million for Q3 2010

DALE JARRETT: Swings to $160,693 Net Income for Q3 2010
DEEP DOWN: IRS Imposes $573,000 Lien for Unpaid Taxes
DEEP DOWN: Still Unable to Close Cuming Corp. Purchase
DENNY'S CORP: Board OKs Repurchase of Up to 3 Million Shares
DOWNSTREAM DEVELOPMENT: S&P Affirms 'B-' Issuer Credit Rating

DRYSHIPS INC: To Report Third Quarter Results on November 17
DUNE ENERGY: Closing of Two Joint Ventures by Month's End
DYNAVAX TECHNOLOGIES: Posts $4.998MM Net Loss for Sept. 30 Quarter
E.R.B. AND ASSOCIATES: Case Summary & Creditors List
EASTMAN KODAK: Chief IP Officer Named General Counsel

EGG HARBOR: S&P Assigns 'B' Corporate Credit Rating
EXTERRAN HOLDINGS: Moody's Affirms 'Ba2' Corporate Family Rating
EXTERRAN HOLDINGS: S&P Assigns 'BB' Rating to Senior Notes
FENTURA FIN'L: Has Oversight Agreement with Chicago Fed
FENTURA FIN'L: Net Loss Widens to $2.337-Mil. for Q3 2010

FENTURA FIN'L: Rybar & Coffee Beanery's Shaw Join Board
FNB UNITED: Posts $55.7 Million Net Loss in 3rd Quarter 2010
GENERAL MOTORS: $37-Mil. in Claims Settled in Third Quarter
GENERAL MOTORS: Files New Rule 2015.3 Report on Interests
GENERAL MOTORS: Wins Nod for Epiq as Voting Agent

GENERAL MOTORS: Asbestos Panel Gets OK for Epiq as Service Agent
GENERAL MOTORS: New GM Could Get $45-Million Tax Break
GENERAL MOTORS: Fitch Assigns 'B-' Rating to Preferred Stock
GRAND ARMITAGE: Case Summary & 16 Largest Unsecured Creditors
GREAT ATLANTIC: Has $89.8MM Sale-Leaseback Transaction

GREENBRIER COS: Earns $7.7 Million in Fiscal 4th Quarter
GTC BIOTHERAPEUTICS: LFB Ups "Go Private" Offer to $0.30 a Share
GTC BIOTHERAPEUTICS: Potential Investor Inquired, But Backed Out
GUITAR CENTER: Moody's Cuts Corporate Family Rating to 'Caa2'
HAMMER CORPORATION: Case Summary & Creditors List

HAWKER BEECHRAFT: Reports Decrease in Net Sales in 3rd Quarter
HMP SERVICES: Case Summary & 20 Largest Unsecured Creditors
HOLLIFIELD RANCHES: Has Access to KeyBank Cash Collateral
ICOP DIGITAL: Posts $1,957,900 Net Loss in September 30 Quarter
IMMEDIATEK INC: Posts $224,100 Net Loss in September 30 Quarter

IMPERIAL INVESTMENT: Voluntary Chapter 11 Case Summary
INNOVATIVE CANDY: Case Summary & 20 Largest Unsecured Creditors
INTEGRATED HEALTHCHARE: Posts $4.0 Million Net Loss in Q3 2010
JETBLUE AIRWAYS: Retired Military Commander Added to Board
JOHN D OIL: Posts $297,500 Net Loss in September 30 Quarter

JOSE FRANCO: Has Until November 29 to File Chapter 11 Plan
JOSEPH-BETH BOOKSELLERS: Recession Prompts Chapter 11 Filing
JOSEPH-BETH BOOKSELLERS: Case Summary & Creditors List
JOSEPH PERRONCELLO: Asks for Court's Nod to Use Cash Collateral
JOSEPH PERRONCELLO: Court Extends Filing of Schedules Until Dec. 6

JOSEPH PERRONCELLO: Files List of 20 Largest Unsecured Creditors
JOSEPH PERRONCELLO: Section 341(a) Meeting Scheduled for Dec. 13
JOSEPH PERRONCELLO: Taps Mestone Hogan as Bankruptcy Counsel
J.S. WESTON'S: Case Summary & 13 Largest Unsecured Creditors
JUMA TECHNOLOGY: Posts $2 Million Net Loss in Third Quarter

K & N CONTRACTING: Case Summary & 20 Largest Unsecured Creditors
LAMBERTO COLON: Case Summary & 20 Largest Unsecured Creditors
LAS VEGAS SANDS: S&P Raises Corporate Credit Rating to 'BB-'
LEWIS LIPSCOMB: Case Summary & 12 Largest Unsecured Creditors
LOEHMANN'S HOLDINGS: Files for Bankruptcy in New York

LOEHMANN'S HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
LONE WOLF: Voluntary Chapter 11 Case Summary
M LINE HOLDINGS: Kabani & Company Raises Going Concern Doubt
MARINA BIOTECH: Posts $7.4 Million Net Loss in September 30 Qtr.
MARY SICILIAN: Case Summary & 20 Largest Unsecured Creditors

MEDITERRA AT CARMEL: Voluntary Chapter 11 Case Summary
METRO-GOLDWYN-MAYER: Proposes Moelis as Financial Advisor
METRO-GOLDWYN-MAYER: Wins Interim Nod to Pay Employee Obligations
METRO-GOLDWYN-MAYER: Schedules Deadline Extended by 60 Days
METRO-GOLDWYN-MAYER: Wants E&Y as Tax Advisor; US Trustee Objects

METRO-GOLDWYN-MAYER: Asks for Nod of Deal to Give Up Office Space
MICHAEL POTTHOFF: Case Summary & 20 Largest Unsecured Creditors
MOMENTIVE PERFORMANCE: Inks Indenture with BNY for $1.16BB Notes
MPD INDUSTRIES: Chapter 11 Case Summary & Unsecured Creditor
MPG OFFICE: CEO Resigns, Cites Conflict with Board on "Vision"

MR. EXCITEMENT: Case Summary & 20 Largest Unsecured Creditors
MT ZION: Can Access PNC Banks' Cash Collateral Until December
NAVJOT LLC: Plan Outline Hearing Continued Until November 22
NEOMEDIA TECHNOLOGIES: Posts $25.6 Million Net Loss in Q3 2010
NEWALTA CORPORATION: DBRS Assigns BB (Low) Issuer Rating

NMT MEDICAL: Posts $3.4 Million Net Loss in Q3 2010
NORTH BAY: Plan Confirmation Hearing Continued Until November 19
NORTH BAY: CWCapital Wants Dismissal, Cites "Bad Faith" Filing
NORTH ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
NORTHERN TIER: Moody's Assigns 'B1' Corporate Family Rating

NOVADEL PHARMA: Posts $1.3 Million Net Loss in Q3 2010
NUMOBILE INC: Posts $83,800 Net Loss in September 30 Quarter
NUTRACEA: Gets OK for Securities Class Action Suit Settlement
OAO BALTINVESTBANK: Moody's Assigns 'B3' Rating to Senior Debt
PACIFIC AVENUE: Regions Bank Finds Buyer for EpiCentre's Note

PACIFIC CAPITAL: DBRS Upgrades Issuer Rating to 'B' From 'CC'
PARAMOUNT RESOURCES: Unit Launches Cash Offering for $90MM Notes
PATRIOT NAT'L: Posts $6.8 Mil. Net Loss in September 30 Quarter
PAUL BRADSHAW: Case Summary & 12 Largest Unsecured Creditors
PETROLEUM & FRANCHISE: Files Schedules of Assets and Liabilities

PHYSICAL PROPERTY: Posts HK$118,000 Net Loss in Q3 2010
PRESIDIO INC: Moody's Assigns 'B1' Corporate Family Rating
QR PROPERTIES: Section 341(a) Meeting Scheduled for Dec. 8
QR PROPERTIES: Taps Barron & Stadfeld as Bankruptcy Counsel
QUEPASA CORP: Posts $318,200 Net Loss in September 30 Quarter

RACE POINT: S&P Assigns 'BB-' Rating to $370 Mil. Senior Loan
RADIO ONE: Lowers Hurdle for 2011 Notes Exchange Offer
RADIO ONE: Lenders Approve Credit Facility Amendment
RAIN CII: Moody's Upgrades Corporate Family Rating to 'B1'
S & Y ENTERPRISES: Case Summary & 6 Largest Unsecured Creditors

SAIGON VILLAGE: Can Use Cash Collateral to Pay Utility Bills
SALON MEDIA: Posts $523,000 Net Loss in September 30 Quarter
SEITEL INC: Files Form 10-Q; Posts $15.9MM Net Loss in Q3 2010
SHARON MELAMED: Case Summary & 20 Largest Unsecured Creditors
SOUTH COUNTY: Moody's Affirms 'Ba1' Ratings to $54 Mil. Bonds

SPENCER SPIRIT: Moody's Assigns 'B2' Corporate Family Rating
STATER BROS: Moody's Assigns 'B2' Rating to $255 Mil. Notes
STATER BROS: S&P Affirms Corporate Credit Rating at 'B+'
STEPHEN WECHSLER: Case Summary & 20 Largest Unsecured Creditors
STONE ENERGY: Moody's Assigns 'Caa1' Rating to $100 Mil. Notes

STONE ENERGY: S&P Affirms 'B' Rating on Senior Unsec. Notes
STORY BUILDING: Can Use Wells Fargo Cash Collateral Until Dec. 4
TERREMARK WORLDWIDE: S&P Assigns 'CCC' Rating to $75 Mil. Notes
TRI-STAR ESTATES: Gets Court's Interim Nod to Use Cash Collateral
TRI-STAR ESTATES: Section 341(a) Meeting Scheduled for Dec. 2

TRI-STAR ESTATES: Wants Filing of Schedules Extended to Nov. 29
TRIBUNE CO: Hearing on Outline to 4 Competing Plans on Nov. 29
TRIBUNE CO: Proposes Schedule, Protocol for Competing Plans
TRIBUNE CO: Committee Wants Standing to Pursue Preference Suits
TRIBUNE CO: Oaktree, Angelo Gordon Want Akin Gump Disqualified

UNIFAB CORPORATION: Case Summary & 20 Largest Unsecured Creditors
UNIFAB PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
UNITRIN, INC.: A.M. Best Assigns 'bb' Rating to Preferred Stock
VERTIS INC: Moody's Upgrades Corporate Family Rating to 'B3'
WASHINGTON MUTUAL: Files Supp. Notice for WMB Noteholders

WASHINGTON MUTUAL: Extends Voting Deadline for PIERS Claims
WAVE HOUSE: Files Schedules of Assets & Liabilities
WAVE HOUSE: Section 341(a) Meeting Scheduled for Nov. 30
WENTWORTH ENERGY: To Restate Q2 and Q3 Financial Statements
WEST CORP: Launches Offering to Repurchase $650 Million Notes

WESTSIDE MEDICAL: Section 341(a) Meeting Scheduled for Dec. 20
WINDMILL DURANGO: Files Amended Schedule of Assets and Liabilities
WINDMILL DURANGO: Wins Nod for Larson Stephens as Attorneys
WLH INVESTMENTS: Proposes to Pay Secured Claims in 12 Years
W.R. GRACE: Inks Rare Earth Supply Contract With Molycorp.

W.R. GRACE: Acquires Wuhan Meilixin Manufacturing in China
W.R. GRACE: Court Approves Settlement With Federal Insurance
XODTEC LED: Chao-Wu Chou Steps Down as COO and Director

* PBGC Helped Preserve Pensions for 360,000 in FY 2010
* Alvarez & Marsal Expands in Asia

* Large Companies With Insolvent Balance Sheets

                            *********

1800HOTELS4U LLC: Equity Partners-Led Auction on Nov. 29
--------------------------------------------------------
Tampa Bay Business Journal reports that a federal bankruptcy judge
has authorized 1800Hotels.com to auction off its assets on
Nov. 29, 2010.  The judge also approved Equity Partners Inc. as
lead bidder at the auction.  The minimum bid to qualify for the
auction is $240,000.  Bids must be submitted by 4 p.m. Nov. 26,
2010.

                         About 1800Hotels4U

Based in Tampa, Florida, 1800Hotels4U, LLC, dba 1800Hotels.com,
for Chapter 11 on July 13 (Bankr. M.D. Fla. Case No. 10-16648).
Judge Caryl E. Delano presides over the case.  Steven M. Berman,
Esq., and Hugo S. de Beaubien, Esq., at Shumaker, Loop & Kendrick,
LLP, in Tampa, Florida, represent the Debtors.  1800Hotels4U
estimated $1 million to $10 million in total assets, and $100,000
to $500,000 in total debts in its Chapter 11 petition.

Parent Happy Duck Limited filed on July 12 (Bankr. M.D. Fla. Case
No. 10-16655).  Happy Duck estimated $1 million to $10 million in
total assets and debts.

The Debtor's case has been converted to Chapter 7.


ABITIBIBOWATER INC: Monitor Files 66th Report
---------------------------------------------
On November 5, 2010, Ernst & Young Inc., as monitor, filed its
66th report with the Superior Court of Quebec in Canada in
connection with the creditor protection proceedings previously
instituted by certain wholly-owned subsidiaries of the
AbitibiBowater Inc., namely Abitibi-Consolidated Inc. and certain
of its subsidiaries, and Bowater Canadian Holdings Incorporated
and certain of its subsidiaries, under the Companies' Creditors
Arrangement Act.

The purpose of the Monitor's Report is to report to the Canadian
Court with respect to:

A) the four week cash flow results of the Canadian Petitioners for
   the period from September 6, 2010 to October 3, 2010 and to
   provide details on:

    i) the receipts and disbursements of Abitibi-Consolidated Inc.
       and its subsidiaries and Bowater Canadian Forest Products
       Inc. for the reporting period, with a discussion of the
       variances from the respective forecasts set forth in the
       sixty-third report of the Monitor and

   ii) the current liquidity and revised cash flow forecasts of
       Abitibi-Consolidated Inc. and its subsidiaries and Bowater
       Canadian Forest Products Inc. for the 13-week period ended
       January 2, 2011, and

B) the settlement of claims between the Canadian Petitioners and a
   customer.

A full-text copy of the Monitor's Report is available for free
at http://ResearchArchives.com/t/s?6e86

                     About AbitibiBowater Inc.

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

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

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

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

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

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


ADVANSOURCE BIOMATERIALS: To be Delisted From NYSE Amex
-------------------------------------------------------
AdvanSource Biomaterials Corporation was notified by the NYSE Amex
of its intent to delist the Company's common stock if an appeal is
not submitted by November 16, 2010.  Rather than appeal, the
Company intends to qualify its common stock for trading on the
Over-the-Counter Bulletin Board.

Michael Adams, AdvanSource's President and Chief Executive
Officer, stated, "We believe our main focus should be on the
continued execution of our business plan with the objective of
continuing to grow our revenues and achieve profitability.  To
that end, we believe it is in the best interest of the Company and
its shareholders to forego an appeal of the NYSE Amex's decision
and begin the process of listing the Company's common stock on the
Over The Counter Bulletin Board.  We will keep our shareholders
apprised of the details as we make this transition."

As previously announced, on August 17, 2010, the Company received
a notice that it was not in compliance with one of the NYSE Amex's
continued listing standards, specifically, Section 1003(a)(iii) of
the NYSE Amex Company Guide because it reported stockholders'
equity of less than $6,000,000 and losses from continuing
operations and net losses in its five most recent fiscal years.

                  About AdvanSource Biomaterials

AdvanSource Biomaterials Corporation manufactures advanced polymer
materials which provide critical characteristics in the design and
development of medical devices.  The Company's biomaterials are
used in devices that are designed for treating a broad range of
anatomical sites and disease states.  The Company's business model
leverages its proprietary materials science technology and
manufacturing expertise in order to expand its product sales and
royalty and license fee income.


AGE REFINING: OSHA Slaps $12,600 Fine for Violations
----------------------------------------------------
Vicki Vaughn at San Antonio Express-News reports that the
Occupational Safety and Health Administration has slapped AGE
Refining Inc. with fines totaling $12,600 for violations relating
to an explosion and fire at a fuel loading rack that injured a
truck driver on May 5, 2010.  The Company is required to correct
the conditions OSHA cited and pay the fines by Nov. 24, 2010.

                        About Age Refining

Age Refining, Inc., based in San Antonio, Texas, manufactures,
refines and markets jet fuels, diesel products, solvents and other
highly specialized fuels.  The Company's clients cover a variety
of sectors, including commercial, local municipalities and the
federal government.  Founded in 1991 by Al Gonzalez, AGE is a
family owned and operated business in the heart of the San Antonio
community.  Starting on a shoe-string budget and a bushel of
determination, AGE is proud to have posted over 22% growth per
year since 1991.

The Company filed for Chapter 11 bankruptcy protection on
February 8, 2010 (Bankr. W.D. Texas Case No. 10-50501).  Aaron
Michael Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E.
Andrews, Esq., at Cox Smith Matthews Incorporated, assist the
Company in its restructuring effort.  The Company estimated
$10 million to $50 million in assets and $100 million to
$500 million in liabilities in its bankruptcy petition.


AMBAC FINANCIAL: Stock Trading Restrictions Approved on Interim
---------------------------------------------------------------
Judge Shelley Chapman approved the proposed procedures to govern
the trading of Substantial Stock and Covered Claims of the
Debtor, on an interim basis.  The Trading Procedures are
effective and enforceable nunc pro tunc to the Petition Date.

Ambac Financial Group Inc. sought and obtained interim approval
from Judge Shelley Chapman to implement certain procedures that
govern relating to transfers of its equity interests and claims in
its Chapter 11 case.

Since 1991, the Debtor and its subsidiaries have filed a
consolidated U.S. federal income tax return.  The Ambac
consolidated group has significant net operating losses.  As of
June 30, 2010, the Debtor reported consolidated NOLs of about
$7 billion.

"Those NOLs are valuable tax assets because the Internal Revenue
Code of 1986 permits corporations to carry forward NOLs and other
losses to offset future income, thereby reducing tax liability in
future tax periods and permits members of a consolidated group to
utilize consolidated tax attributes," Peter A. Ivanick, Esq., at
Dewey & LeBoeuf LLP, in New York, tells the Court.  Almost all of
the consolidated NOL is attributable to losses recognized by
Ambac Assurance Corporation, he notes.

The U.S. federal income tax liabilities of the Debtor and the
individual subsidiaries included in the Debtor's consolidated
group and their ability to utilize certain group tax benefits or
attributes are governed by a tax sharing agreement.  Under the
TSA, each subsidiary is entitled to any tax refunds resulting
from the carry back of that subsidiary's tax NOLs or other tax
benefits to any prior tax year of such subsidiary determined on a
stand alone basis.

In December 2009, the parties to the TSA entered into an
amendment granting AAC a trust or security interest under the TSA
in U.S. federal income tax refunds allocable to AAC NOL
carrybacks.  The parties executed another amendment to the TSA in
June 2010 providing, among other things, that the Ambac
consolidated tax group be "divided" into two subgroups (1)
comprised of the Debtor and its non-AAC subsidiaries -- the
Debtor Subgroup, and (2) comprised of AAC and its subsidiaries --
the AAC Subgroup.

Mr. Ivanick relates that the Debtor is required, under the June
2010 Amendment, to compensate AAC on a current basis if the
Debtor uses NOLs attributable to a member of the AAC Subgroup to
offset certain income attributable to the Debtor Subgroup.  The
June 2010 Amendment, however, permits the Debtor to utilize AAC
Subgroup NOLs without any payment or compensation to AAC if the
NOLs are used to offset income recognized by the Debtor Subgroup
relating to the restructuring, modification, cancelation, or
settlement of any debt, liability, or other obligation
outstanding as of March 15, 2010 -- Debtor CODI.

As of September 30, 2010, the Debtor had outstanding debt of
about $1.622 billion, consisting of $1.222 billion in senior
notes and $400 million in subordinated notes.  Mr. Ivanick says
the Debtor may generate up to $1.622 billion of Debtor CODI in
connection with the restructuring of its current debt, permitting
the Debtor to utilize up to $1.622 billion of the consolidated
group's NOLs to offset or otherwise exclude that income without
having to compensate the AAC Subgroup.  Although the Debtor's Tax
Attributes remaining after the effective date of a reorganization
plan may be significantly reduced as a result of the Debtor CODI
realized pursuant to that plan, those Tax Attributes will be
available to the reorganized Debtor to offset income realized
through the taxable year that includes the plan's effective date,
he states.

Accordingly, by this motion, the Debtor seeks to preserve
consolidated NOLs and other tax attributes allocable under the
June 2010 Amendment.

Section 382 of the Internal Revenue Code limits the amount of
taxable income that can be offset by a corporation's NOLs in
taxable years following an ownership change.  Based on the
Debtor's current and projected financial condition, it is
possible that a bankruptcy plan may distribute a majority of the
stock of the reorganized Debtor to its creditors in exchange for
all or part of their Claims, which could result in an ownership
change for purposes of section 382, Mr. Ivanick points out.  In
addition, if too many equity holders transfer their Ambac Stock
prior to the effective date of that bankruptcy plan, those
transfers may trigger an ownership change that would not qualify
for the special bankruptcy relief provisions because that
ownership change would not occur pursuant to a confirmed chapter
11 plan, he stresses.

To manage those potentially adverse consequences and to preserve
flexibility in crafting a Chapter 11 plan that maximizes the
Debtor's ability to reduce future federal income taxes, the
Debtor proposes certain uniform procedures, enabling it to
monitor changes in ownership in Ambac Stock and Claims.

The Proposed Procedures are:

  (A) Procedures for Transfers of Ambac Stock.  Each
      Substantial Equityholder -- an entity that beneficially
      owns at least 13,500,000 shares of Ambac Stock -- must
      file with the Court and serve upon the Debtor, a notice of
      that status on or before 20 days after the Petition Date
      or 10 days after becoming a Substantial Equityholder.
      About 15 days prior to the consummation of any Ambac Stock
      transaction that would result in a change of the amount
      of Ambac Stock Beneficially Owned by an Entity, that
      Entity must file with the Court an advance written notice
      of the intended Ambac Stock transaction.  The Debtor will
      have 10 days to object to any proposed transaction
      described in the notice on the grounds that the
      transaction might adversely affect the Debtor's ability to
      utilize its tax attributes.  If the Debtor objects, the
      transaction will not be effective unless approved by a
      final and non-appealable order of the Court.  If the
      Debtor does not timely object, the transaction in the
      Proposed Ambac Stock Transaction Notice may proceed.  Any
      Further Ambac Stock transactions by the Entity providing
      the Proposed Ambac Stock Transaction Notice will be the
      subject of additional notices.

  (B) Procedures for Transfers of Claims.  Once the Debtor files
      a Reporting Notice with the Court, each Substantial
      Claimholder -- an entity that beneficially owns an
      aggregate amount of Claims that equals or exceeds the
      a threshold amount of $55,000,000 -- will be required to
      serve a "Substantial Claimholder Notice" on the Debtor
      within 20 days so that the Debtor can assess the
      feasibility of implementing a Section 382(l)(5) Plan and
      the need for petitioning the Court for a Sell Down Order.

      (I) If the Debtor determines that a Sell Down Order is
          required, it may ask the Court to enter that order.
          The Sell Down Order would (1) authorize the Debtor to
          issue Sell Down Notices to Substantial Claimholders
          ordering that Substantial Claimholder to transfer
          Beneficial Ownership of certain of their Claims within
          30 days and to not subsequently acquire additional
          Claims; and (2) provide that all other Entities which
          have not received Sell Down Notices will not be
          entitled to acquire Beneficial Ownership of more than
          4.5% of the New Ambac Stock to be issued pursuant to
          the Section 382(l)(5) Plan.  Once a Substantial
          Claimholder has transferred its Claims pursuant to a
          Sell Down Notice, it will serve upon the Debtor and
          its counsel a notice of compliance with the terms of
          the Sell Down Notice applicable to such Substantial
          Claimholder.

     (II) If the Debtor determines that no Sell Down Notices are
          necessary to implement the Section 382(l)(5) Plan, the
          Debtor may ask the Court to enter a Claims Acquisition
          Notice Order.  Pursuant to this order:

          (1) any Entity proposing to acquire Claims in a
              transaction following which that Entity would have
              Beneficial Ownership of Claims that would entitle
              that Entity to receive New Ambac Stock exceeding
              the amount to which that Entity would have been
              entitled based upon the holdings reported on that
              Entity's Substantial Claimholder Notice; and

          (2) Any Entity that would become a Potential
              Substantial New Stockholder -- an Entity which
              holds more than 4.5% of the New Ambac Stock, by
              virtue of a proposed acquisition of Beneficial
              Ownership of Claims -- will be required, at least
              15 days prior to the consummation of that
              transaction, to serve upon the Debtor advance
              written notice of the intended Claims acquisition.
              A transaction described in a Proposed Claims
              Acquisition Notice that is not approved by the
              Debtor within 10 days will be deemed rejected.
              Any further Claims acquisitions by the Entity
              providing the Proposed Claims Acquisition Notice
              will be the subject of additional notices.  The
              Claims Acquisition Notice Order will also require
              any Entity which has acquired Beneficial Ownership
              of Claims as to which approval from the Debtor
              would have been required, but for the fact that
              the acquisition occurred prior to the entry of the
              Claims Acquisition Notice Order, to serve notice
              of that fact on the Debtor within 15 days of the
              entry of the Claims Acquisition Notice Order.  If
              the Debtor determines that the retention by that
              Entity of those Claims could jeopardize the
              implementation of the 382(l)(5) Plan, the Debtor
              will serve a Sell Down Notice on that Entity.

  (C) Participation Restriction.  To permit reliance by the
      Debtor on Section 1.382-9(d)(3) of Subchapter A of the
      Treasury Regulations, any Substantial Claimholder that
      participates in formulating any chapter 11 plan of or on
      behalf of the Debtor will not disclose to the Debtor that
      any Claims of which that Substantial Claimholder has
      Beneficial Ownership are Newly Traded Claims -- Claims (a)
      with respect to which an Entity acquired Beneficial
      Ownership after the date that was 18 months before the
      Petition Date; and (b) that are not ordinary course
      claims, of which the same Entity has always had Beneficial
      Ownership.

Mr. Ivanick insists that entering an interim order on the
Debtor's Motion nunc pro tunc to the Petition Date will prevent
the loss of the Tax Attributes pending determination of final
approval of the Procedures while allowing holders of Ambac Stock
and Claims ample time to consider the Procedures.

A final hearing on the Stock/Claims Trading Motion is scheduled
for November 30, 2010.  Objections are due no later November 23.

                        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: Schedules Deadline Extended to Dec. 22
-------------------------------------------------------
Ambac Financial Group Inc. asked Judge Shelley Chapman to grant it
additional time to file its (i) schedule of assets and
liabilities; (ii) schedule of current income and expenditures;
(iii) schedule of executory contracts and unexpired leases; and
(iv) statement of financial affairs.

Section 521 of the Bankruptcy Code and Rule 1007 of the Federal
Rules of Bankruptcy Procedure require a debtor to file the
required Schedules and Statements within 14 days after the
Petition Date.

Peter A. Ivanick, Esq., at Dewey & Leboeuf LLP, in New York,
states that due to the emergency filing of its Chapter 11 case
and the complexity of its holdings, the Debtor anticipates it
will be unable to complete its Schedules within the 14-day period
required by Rule 1007(c).

To prepare the Schedules, the Debtor must compile information
from books, records, and documents relating to vast numbers of
assets, liabilities, claims, and contracts, Mr. Ivanick points
out.  "Collecting the necessary information requires the Debtor,
its employees, and professionals to expend an enormous amount of
time, effort, and resources," he stresses.

Mr. Ivanick further notes that the Debtor continues to negotiate
with the Office of the Commissioner of Insurance of the State of
Wisconsin and the ad hoc committee of senior noteholders
regarding a settlement of significant issues that affect both
Ambac Assurance Corporation and the Debtor.  To maximize the
value of AAC and the Debtor's estate, it is important that the
Debtor's employees and professionals continue to focus their
attention on and participate in these negotiations in the early
days of the Debtor's Chapter 11 case, he asserts.  Moreover, he
relates that although the Debtor is mobilizing its resources to
expeditiously prepare the Schedules, those resources are limited.
Against this backdrop, the Debtor anticipates it will require at
least 30 additional days to complete the Schedules.

Accordingly, the Debtor sought and obtained a 30-day extension of
the deadline to file the Schedules, through and including December
22, 2010.

The Debtor further asks the Court to waive a requirement to file
the equity list within 14 days of the Petition Date under Rule
1007 and provide notice of commencement to equity security
holders under Rule 2002 of the Federal Rules of Bankruptcy
Procedure.

Mr. Ivanick relates that the Debtor is a public company with over
302 million shares of common stock outstanding.  The Debtor's
common stock is actively traded on the New York Stock Exchange
and thus, the holders of the common stock change on a daily
basis, he points out.  Against this backdrop, the Debtor believes
that preparing the Equity List and sending notice to all parties
on the Equity List will be expensive and time consuming and will
serve little or no beneficial purpose.

If it becomes necessary for those equity security holders to file
proofs of interest, the Debtor will provide them with notice of
the bar date and an opportunity to assert their interests, Mr.
Ivanick says.  Ambac also intends to file with the Securities and
Exchange Commission a Form 8-K, describing the commencement of
the Debtor's Chapter 11 case, he adds.  For those reasons, equity
security holders will not be prejudiced, he assures the Court.

                        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: Wins OK to Hire KCC as Claims & Notice Agent
-------------------------------------------------------------
Ambac Financial Group, Inc., received the Bankruptcy Court's
authority to employ Kurtzman Carson Consultants LLC as its claims
and noticing agent to assume full responsibility for the
distribution of notices and the maintenance, processing and
docketing of proofs of claim filed in its Chapter 11 case.

The terms of KCC's proposed retention are set forth in the
Services Agreement between the Debtor and KCC, dated as of
November 5, 2010.

Peter A. Ivanick, Esq., at Dewey & LeBoeuf LLP, in New York,
informs the Court that as of June 30, 2010, about 302,022,750
shares of Ambac's common stock were outstanding.  He notes that
though the exact number of beneficial holders is unknown, it is
almost certainly more than one thousand.  Hence, he asserts, in
view of the number of equity security holders and the complexity
of the Debtor's business, the appointment of a claims agent is
necessary.

As claims agent, KCC will, among other things:

  (a) notify all potential creditors of the filing of the
      bankruptcy petition and of the setting of the date for the
      first meeting of creditors pursuant to Section 341(a) of
      the Bankruptcy Code;

  (b) maintain an official copy of the Debtor's schedule of
      assets and liabilities and statement of financial affairs;

  (c) notify all potential creditors of the existence and amount
      of their claims as evidenced by the Debtor's books and
      records;

  (d) furnish a notice of the last date for the filing of proofs
      of claim and a form for the filing of a proof of claim,
      after the notice and form are approved by the Court;

  (e) maintain a post office box for receiving claims; and

  (f) file with the Clerk of Court an affidavit or certificate
      of service, which includes a copy of the notice, a list of
      persons to whom it was mailed, and the date mailed, within
      seven days of service.

In addition, KCC will assist the Debtor with:

  (i) maintaining and updating the master mailing lists of
      creditors;

(ii) to the extent necessary, gathering data in conjunction
      with the preparation of the Debtor's Schedules;

(iii) tracking and administration of claims; and

(iv) performing other administrative tasks pertaining to the
      administration of the case as may be requested by the
      Debtor or the Clerk's Office.

The Debtor proposes that the cost of KCC's services be paid from
the Debtor's bankruptcy estate according to the KCC Agreement and
as provided by Section 156(c) of the Judicial and Judiciary
Procedures Code and Section 503(b)(1)(A) of the Bankruptcy Code.
KCC will also be reimbursed for its reasonable out-of-pocket
expenses incurred.

KCC's consulting services and rates are:

  Position                              Hourly Rate
  --------                              -----------
  Clerical                               $40 -  $60
  Project Specialist                     $80 - $140
  Technology/Programming Consultant     $140 - $190
  Consultant                            $165 - $220
  Senior Consultant                     $225 - $275
  Senior Managing Consultant                   $295
  Weekend, holidays and overtime             Waived

Immediately prior to the commencement of its bankruptcy case, the
Debtor paid KCC a $100,000 retainer, Mr. Ivanick tells the Court.
As of the Petition Date, the retainer had not been drawn upon.

The KCC Agreement also provides that the Debtor will indemnify
and hold harmless KCC, its officers, employees, and agents under
certain circumstances specified in the KCC Agreement, except in
circumstances of gross negligence or willful misconduct.  Both
the Debtor and KCC believe that the provisions are customary and
reasonable for noticing and claims agents in Chapter 11 cases.

Albert Kass, KCC's Vice President of Corporate Restructuring
Services, assures the Court that KCC neither holds nor represents
any interest adverse to the Debtor's estate in connection with
any matter on which it would be employed, and that it is a
"disinterested person," as referenced in Section 327(a) of the
Bankruptcy Code and as defined in Section 101(14) of the
Bankruptcy Code.

In connection with its retention as claims agent, KCC represents
that:

  -- it will not consider itself employed by the United States
     government and will not seek any compensation from the
     Government in its capacity as the notice and claims agent
     in the case;

  -- by accepting employment in the Debtor's case, it waives
     any rights to receive compensation from the Government;

  -- in its capacity as claims agent, it will not be an agent
     of the Government and will not act on behalf of the
     Government; and

  -- it will not employ any past or present employees of the
     Debtor in connection with its work as the notice and claims
     agent in the Debtor's case.

                        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 REPROGRAPHICS: Moody's Cuts Corp. Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service downgraded American Reprographics
Company, L.L.C.'s corporate family rating to B1 from Ba3.  Moody's
also assigned a B1 rating to the company's proposed $220 million
senior unsecured notes due 2018.  The probability-of-default
rating was affirmed at B1.  The ratings outlook was revised to
stable from negative.

Rating lowered:

  -- Corporate family rating to B1 from Ba3.

Rating assigned:

  -- Proposed $220 million senior unsecured notes due 2018 at B1
     (LGD4, 55%).

Rating affirmed:

  -- Probability-of-default rating at B1.

Ratings to be withdrawn at transaction closing:

  -- Senior secured revolving credit facility due 2012 at Ba2
     (LGD2, 20%);

  -- Senior secured term loan due 2012 at Ba2 (LGD2, 20%).

                        Ratings Rationale

The downgrade of the corporate family rating reflects continued
pressure on ARC's operating performance, stemming from ongoing
weakness in the commercial construction market, that has led to a
deterioration in credit metrics.  The downgrade also incorporates
Moody's expectation that credit metrics will further weaken in the
near-term to levels that are more consistent with a B1 ratings
profile.  However, the rating is supported by a potential
stabilization in the top-line and expectations for continued
positive free cash flow generation.  In addition, the proposed
financing increases financial flexibility by enhancing covenant
cushion, extending debt maturities, and reducing near-term
obligations.

Proceeds from the proposed senior unsecured notes will primarily
be used to repay existing bank debt and unwind an interest rate
swap.  In addition, the company plans to enter into a new credit
agreement, consisting of a $50 million senior secured revolving
credit facility due 2015 (not rated).

ARC's B1 corporate family rating reflects its exposure to the
residential and commercial construction end-markets that are both
in a downturn, the generally cyclical nature of these industries,
significant regional concentration in California, and acquisition
risk as it seeks to expand its geographic presence.  The rating is
supported by the company's moderate pro forma leverage of about
4.0 times, consistent free cash flow generation, its leading
position as a provider of document management services,
significant scale relative to its competitors, the diversity of
its customer base, and modest capital expenditure requirements.

The affirmation of the B1 probability-of-default rating at the
level of the corporate family rating incorporates a change to a
50% recovery rate given the presence of secured and unsecured debt
in the pro forma capital structure, consistent with Moody's Loss
Given Default Methodology.

The stable outlook reflects Moody's expectation that, despite the
potential for protracted weakness in commercial construction end-
markets, revenues and earnings will likely remain stable or
modestly improve over the medium-term based on ARC's various
growth initiatives.  The stable outlook also reflects Moody's
expectation that debt to EBITDA will remain below 5.0 times and
free cash flow to debt will be sustained around 10%.

Moody's could revise the ratings outlook to positive if an
expansion in residential and commercial construction activity
translates into sustained improvements in ARC's operating
performance and credit metrics.

Barring an exogenous event, such as a material debt financed
acquisition, Moody's does not anticipate ratings pressure given
stabilizing end-market conditions.  Nevertheless, ARC's ratings
could be pressured if its revenue and earnings meaningfully
contract from current levels such that debt to EBITDA exceeds 5.5
times.

The ratings are subject to Moody's review of final documentation.

Headquartered in Walnut Creek, California, American Reprographics
Company, L.L.C. is a leading reprographics service company in the
U.S.  The company recorded sales of $448 million for the twelve-
months ended September 30, 2010.


AMERICAN REPROGRAPHICS: S&P Puts 'BB-' Rating on $220 Mil. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Walnut Creek, Calif.-
based reprographics and printing company American Reprographics
Company's proposed $220 million senior unsecured notes due 2018
its issue-level rating of 'BB-' (at the same level as S&P's 'BB-'
corporate credit rating on the company).  S&P also assigned this
debt a recovery rating of '4', indicating S&P's expectation of
average (30% to 50%) recovery for noteholders in the event of a
payment default.  The company plans to use the proceeds to
refinance its senior secured credit facility.

At the same time, the 'BB-' corporate credit rating on American
Reprographics Co. LLC, as well as all outstanding issue-level
ratings on the company's debt, remains on CreditWatch, where it
was placed with negative implications Oct. 22, 2010.  The
CreditWatch listing followed the company's lowering of its
revenue, earnings per share, and operating cash flow guidance for
2010.

S&P believes that, under American Reprographics' existing capital
structure, there is significant risk that liquidity will weaken
because discretionary cash flow declines will hamper the company's
ability to cover annual maturities.  Also, the company's margin of
compliance with its existing financial covenants may thin further
because a reduction in earnings per share implies, in S&P's view,
a reduction in covenant EBITDA, which is used to calculate
maintenance covenant ratios.

The proposed transaction reduces covenant pressure and near-term
maturities.  As part of the transaction, the company is also
proposing to put in place a new (unrated) $50 million revolving
credit facility.  The covenants under the new revolving credit
facility will be looser than those of the existing senior credit
facility.  The term loan under the existing capital structure also
had high mandatory amortization.  The proposed notes will not
amortize, and the principal will mature in 2018.

Adjusted leverage was 3.7x for the last 12 months ended Sept. 30,
2010, and will increase to 4.0x pro forma for the proposed
transaction.  S&P believes that leverage could continue to rise
because of further declines in EBITDA, but currently believe it
will not rise beyond the mid-4x area over the near term.  The
company generated moderate positive discretionary cash flow for
the last 12 months ended Sept. 30, and S&P expects the company to
continue to generate moderate discretionary cash flow over the
near term.

If the company refinances its credit agreement in a timely manner
with the proposed unsecured notes, reduces covenant pressure, and
reduces near-term maturities, S&P will likely affirm the rating
with a negative outlook.  However, if the company does not
complete the contemplated transaction and has not articulated an
alternate plan to reduce covenant pressure, or does not refinance
its senior secured credit facilities by the end of the year, S&P
could lower the corporate credit rating to 'B+'.


AMSCAN HOLDINGS: To Refinance Senior Term Loan
----------------------------------------------
Amscan Holdings Inc. said it intends to refinance its existing
senior secured term loan credit facility due in 2013 with a new
$675 million senior secured term loan credit facility, the
proceeds of which will be used to repay in full all indebtedness
and other amounts due or outstanding under the existing credit
facility and to fund a cash dividend of $310 million.

The New Credit Facility is expected to have a seven-year maturity
and, subject to certain changes to be agreed upon with the joint
lead arrangers, will have covenants substantially similar to those
in its Existing Credit Facility.

The entry into the New Credit Facility will be contingent upon,
among other things, a successful syndication and the satisfaction
of conditions precedent to the definitive documentation therefor.
In addition, in order to among other things permit the loans under
the New Credit Facility, the Company will concurrently seek an
amendment to its existing senior secured revolving credit
facility.

The Company has engaged Credit Suisse Securities (USA) LLC as
administrative agent, Credit Suisse and Goldman Sachs Lending
Partners LLC as joint lead arrangers; Goldman Sachs and Wells
Fargo Securities LLC as co-syndication agents; Deutsche Bank
Securities Inc. and Barclays Capital as co-documentation agents
and Credit Suisse, Goldman Sachs, Wells Fargo, Deutsche Bank and
Barclays as joint bookrunners for this transaction.

                       About Amscan Holdings

Based in Road Elmsford, New York, Amscan Holdings, Inc., designs,
manufactures, contracts for manufacture and distributes party
goods, including paper and plastic tableware, metallic balloons,
accessories, novelties, gifts and stationery.  The Company also
operates retail party goods and social expressions supply stores
in the United States under the names Party City, Party America,
The Paper Factory, Halloween USA and Factory Card & Party Outlet,
and franchises both individual stores and franchise areas
throughout the United States and Puerto Rico principally under the
names Party City and Party America.  The Company is a wholly owned
subsidiary of AAH Holdings Corporation.

                           *     *     *

Amscan Holdings carries Standard & Poor's Ratings Services' 'B'
corporate credit rating, and Moody's Investors Service's 'B2'
Corporate Family and Probability of Default Ratings.

Standard & Poor's Rating Services said it placed its 'B' corporate
credit rating and all other related ratings on Elmsford, N.Y.-
based Amscan Holdings Inc. on CreditWatch with positive
implications.  Standard & Poor's could either raise or affirm the
rating when it resolves the CreditWatch listing.


AMSCAN HOLDINGS: October Retail Sales Total $310 Million
---------------------------------------------------------
Amscan Holdings Inc. reported its retail sales results for the
five-week Halloween season ended November 6, 2010.

Amscan's retail sales include sales under its retail banners,
Party City, Halloween City, Factory Card & Party Outlet ("FCPO")
and The Paper Factory.

Retail sales for the five-week period ended November 6, 2010
totaled $310.5 million and were $53.1 million or 21% higher than
the retail sales for the five-week period ended November 7, 2009,
principally due to the growth Company's network of temporary
Halloween stores and the improved performance of the Party City
brand.

During the five-week period ended November 6, 2010, the Company
operated 404 temporary Halloween stores, as compared to 249 in
2009.  In addition to its network of temporary stores, the Company
operated 423 Party City stores, 117 FCPO stores and 41 smaller
outlet stores, as compared to 422 Party City stores, 125 FCPO
stores and 59 outlet stores for the year earlier period.

During the five-week Halloween season of 2010, the temporary
Halloween City store sales increased by 51%.  The Party City
stores had a comp store sales increase of 4% on stores open as
Party City in both periods.  When adding in FCPO, The Paper
Factory and e-commerce sales, Halloween sales increased by 11%.

Commenting on these results, Gerry Rittenberg, Amscan's Chief
Executive Officer, stated: "While the retail competition for
market share during the Halloween season increases every year, we
are extremely gratified that the consumer continues to recognize
the quality and value represented by our various banners."

                       About Amscan Holdings

Based in Road Elmsford, New York, Amscan Holdings, Inc., designs,
manufactures, contracts for manufacture and distributes party
goods, including paper and plastic tableware, metallic balloons,
accessories, novelties, gifts and stationery.  The Company also
operates retail party goods and social expressions supply stores
in the United States under the names Party City, Party America,
The Paper Factory, Halloween USA and Factory Card & Party Outlet,
and franchises both individual stores and franchise areas
throughout the United States and Puerto Rico principally under the
names Party City and Party America.  The Company is a wholly owned
subsidiary of AAH Holdings Corporation.

                           *     *     *

Amscan Holdings carries Standard & Poor's Ratings Services' 'B'
corporate credit rating, and Moody's Investors Service's 'B2'
Corporate Family and Probability of Default Ratings.

Standard & Poor's Rating Services said it placed its 'B' corporate
credit rating and all other related ratings on Elmsford, N.Y.-
based Amscan Holdings Inc. on CreditWatch with positive
implications.  Standard & Poor's could either raise or affirm the
rating when it resolves the CreditWatch listing.


APPLIED COATINGS: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Applied Coatings, Inc.
        3030 Kersten Court
        Kalamazoo, MI 49048

Bankruptcy Case No.: 10-13308

Chapter 11 Petition Date: November 8, 2010

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Cody H. Knight, Esq.
                  Steven L. Rayman, Esq.
                  RAYMAN & STONE
                  141 E Michigan Avenue, Suite 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  E-mail: courtmail@raymanstone.com

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

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

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/miwb10-13308.pdf

The petition was signed by Michael R. Madden, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Unifab Corporation                     10-13307   11/08/10


APRICUS BIOSCIENCES: Incurs $2.6 Million Net Loss in Q3 2010
------------------------------------------------------------
Apricus Biosciences, Inc. (formerly NexMed, Inc.) filed its
quarterly report on Form 10-Q, reporting a net loss of
$2.61 million on $1.19 million of revenue for the three months
ended September 30, 2010, compared with a net loss of
$1.19 million on $109,590 of revenue for the same period of 2009.

The Company has negative cash flows from operations of
$4.95 million for the nine months ended September 30, 2010, and
has an accumulated deficit of $187.85 million at September 30,
2010, and expects that it will incur additional losses in the
future relating to research and development activities and
integration of the operations of Bio-Quant, Inc., into its
strategies.  Further, the Company has certain notes payable due
within 24 months, which if not converted to common stock or re-
financed, would significantly impact liquidity.

The Company's balance sheet at September 30, 2010, showed
$21.63 million in total assets, $6.87 million in total
liabilities, and stockholders' equity of $14.76 million.

As reported in the Troubled Company Reporter on April 6, 2010,
Amper, Politziner & Mattia, LLP, in Edison, N.J., expressed
substantial doubt about NexMed, Inc.'s ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from operations and expects to
incur future losses.  In addition, the Company has substantial
notes payable and other obligations that mature within the next 12
months.

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

               http://researcharchives.com/t/s?6e66

San Diego, Calif.-based Apricus Biosciences, Inc. (formerly
NexMed, Inc.) s currently focusing its efforts on the development
of new and patented pharmaceutical products, some of which are
based on its patented drug delivery technology known as NexACT(R)
and on seeking to grow the contract research organization (CRO)
business operated through its Bio-Quant, Inc. subsidiary.


ARRAY BIOPHARMA: Reports $10.6MM Net Loss for Fiscal First Quarter
------------------------------------------------------------------
Array BioPharma Inc. reported a net loss of $10.6 million for the
first quarter, compared to a net loss of $24.8 million for the
first quarter in fiscal 2010.  Array ended the first quarter of
fiscal 2011 with $109 million in cash, cash equivalents and
marketable securities.

Array reported revenue of $18.5 million for the first quarter of
fiscal 2011, compared to revenue of $7.9 million for the same
period in fiscal 2010.  Array spent $13.9 million in proprietary
research and development for the quarter to advance its clinical
development and discovery programs.  This compares to $19.2
million spent on proprietary research and development during the
first quarter of fiscal 2010.

Array reported a net loss of $10.6 million for the first quarter,
compared to a net loss of $24.8 million for the first quarter in
fiscal 2010.  Array ended the first quarter of fiscal 2011 with
$109 million in cash, cash equivalents and marketable securities.

"Array remains focused on creating value by advancing our key
development products both alone, and in concert with our industry-
leading partners," said Robert E. Conway, Chief Executive Officer.
"As our pipeline continues to progress and demonstrate patient
benefit, we expect an increasing number of value creating events
in calendar 2011 and beyond."

At September 30, 2010, the Company had total assets of
$139.254 million, total liabilities of $264.487 million, and a
stockholders' deficit of $125.233 million.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?6e89

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?6e8a

                      About Array BioPharma

Boulder, Colo.-based Array BioPharma Inc. (NASDAQ: ARRY)
-- http://www.arraybiopharma.com/-- is a biopharmaceutical
company focused on the discovery, development and
commercialization of targeted small-molecule drugs to treat
patients afflicted with cancer and inflammatory diseases.  The
Company's proprietary drug development pipeline includes clinical
candidates that are designed to regulate therapeutically important
target proteins and are aimed at significant unmet medical needs.


ASSOCIATED ESTATES: Moody's Puts Ba2 Rating on Sr. Unsec. Debt
--------------------------------------------------------------
Moody's Investors Service has assigned a (P)Ba2 senior unsecured
debt shelf rating to Associated Estates Realty Corporation.
Moody's has also assigned a (P)B1 preferred stock shelf rating to
Associated.  The rating outlook is stable.

These ratings were assigned with a stable outlook:

* Associated Estates Realty Corporation -- senior unsecured debt
  shelf at (P)Ba2; preferred stock shelf at (P)B1.

                        Ratings Rationale

The rating actions reflect the REIT's resilient operating
performance, and progress in executing its portfolio repositioning
efforts.  The rating also reflects Associated Estates' credit
metric improvements with reduced overall book leverage and
improved fixed charge coverage as a result of significant common
equity issuances in 2010.

Associated Estates maintains adequate liquidity and a well-
laddered debt maturity schedule.  Near-term debt maturities are
manageable, with $54 million and $81 million coming due in 2011
and 2012, respectively.  The REIT recently obtained a new
$250 million senior unsecured revolver (due 2013), which had
$0 drawn as of 10/27/2010.  Moody's notes that most of Associated
Estates' portfolio is encumbered with mortgages, although the
size of the unencumbered pool has increased in recent years.

The REIT's book leverage and fixed charge coverage have improved
due to significant 2010 raises in equity capital (~$290M) and
repayment of high cost preferred equity.  Effective leverage (debt
plus preferred stock as a % of gross assets) was 49% at 3Q10, down
from 60% at YE09.  Fixed charge coverage was 2.1x for 3Q10, up
from 1.5x for 2009.

These credit strengths are counterbalanced by Associated Estates'
small size, still high geographic concentration in Midwest
markets, and reliance on secured financing for its funding needs.
In addition, leverage is still modestly high as measured on a Net
Debt/EBITDA basis and EBITDA margins remain weak relative to its
multifamily peers.

The stable outlook reflects Moody's expectation that Associated
will continue to grow and diversify its property portfolio, while
maintaining consistent credit metrics.

Moody's indicated that a rating upgrade would likely reflect
increased size (gross assets closer to $1.7 billion), reduced
secured debt levels (less than 30% of gross assets), and continued
progress in reducing exposure to Midwest markets.  Sound operating
performance and maintenance of fixed charge coverage above 2.3x
would also be necessary for any ratings improvement.

Negative rating pressure would likely reflect material
deterioration in operating performance, with fixed charge falling
below 1.8x on a sustained basis.  Increased overall leverage (debt
plus preferred stock greater than 55% of gross assets) would also
result in a ratings downgrade.

Associated Estates Realty Corporation [NYSE; NASDAQ: AEC] is a
real estate investment trust (REIT) headquartered in Richmond
Heights, Ohio.  The REIT's portfolio consists of 51 properties
containing 13,198 units located in eight states.


AXESSTEL INC: Posts $1.1 Million Net Loss in September 30 Quarter
-----------------------------------------------------------------
Axesstel, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $1.12 million on $9.08 million of revenue for the
three months ended September 30, 2010, compared with a net loss of
$908,842 on $15.05 million of revenue for the same period last
year.

The Company has an accumulated deficit of $50.27 million as of
September 30, 2010.  At September 30, 2010, the Company had cash
and cash equivalents of $88,130 and negative working capital of
$10.87 million.

The Company's balance sheet at September 30, 2010, showed
$10.90 million in total assets, $21.28 million in total
liabilities, and a stockholders' deficit of $10.38 million.

As reported in the Troubled Company Reporter on March 29, 2010,
Gumbiner Savett Inc., in Santa Monica, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has historically
incurred substantial losses from operations, and the Company may
not have sufficient working capital or outside financing available
to meet its planned operating activities over the next 12 months.

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

               http://researcharchives.com/t/s?6e90

Axesstel (OTC BB: AXST) -- http://www.axesstel.com/-- designs and
develops fixed wireless voice and broadband data products.  The
Company delivers innovative fixed wireless solutions to leading
telecommunications operators and distributors worldwide.  Axesstel
is headquartered in San Diego, California.


BARRIER GEOTECHNICAL: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Barrier Geotechnical Contractors, Inc.
        4214 Statesville Rd.
        Charlotte, NC 28269

Bankruptcy Case No.: 10-33320

Chapter 11 Petition Date: November 8, 2010

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

Judge: J. Craig Whitley

Debtor's Counsel: Bryan W. Stone, Esq.
                  STONE & WITT, P.A.
                  301 S. McDowell St., Suite 1011
                  Charlotte, NC 28204
                  Tel: (704) 333-5184
                  Fax: (704)333-5185
                  Email: bstone@swlawnc.com

Scheduled Assets: $2,477,262

Scheduled Debts: $2,928,586

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ncwb10-33320.pdf

The petition was signed by George D. Barrier, CEO.


BERRY PLASTICS: Offering for $800MM Junior Notes to Close Nov. 19
-----------------------------------------------------------------
Berry Plastics Corporation, an Apollo Management, L.P. and Graham
Partners portfolio company, priced its private placement offering
launched November 5, 2010.  Berry will issue $800,000,000 of
second priority senior secured notes due 2021.  The closing of the
private placement offering is expected to occur on November 19,
2010, subject to customary closing conditions.

The Notes will bear interest at a rate of 9.750% payable
semiannually, in cash in arrears, on January 15 and July 15 of
each year, commencing July 15, 2011 and maturing on January 15,
2021.  Berry intends to use the net proceeds from the offering to
fund its previously announced cash tender offers and related
consent solicitations for certain of its outstanding notes.

                      About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At January 2, 2010 the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P. and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On December 3, 2009, Berry Plastics obtained control of 100% of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at July 3, 2010, showed $5.71 billion
in total assets, $5.44 billion in total liabilities, and
$268.5 million in stockholders' equity.

                           *     *     *

Berry Plastics has a 'B3' corporate family rating, with stable
outlook, from Moody's Investors Service.  Moody's said in April
2010 that Berry's B3 CFR reflects weakness in certain credit
metrics, financial aggressiveness and acquisitiveness and a
continued difficult operating and competitive environment
especially in the flexible plastics and tapes segments.  The
rating also reflects the Company's exposure to more cyclical end
markets, relatively weak contracts with customers and a high
percentage of commodity products.

Standard & Poor's Ratings Services said that it assigned a debt
rating of 'CCC' (two notches below the 'B-' corporate credit
rating) and a recovery rating of '6' to Berry Plastic Corp.'s
proposed offering of $800 million second-priority senior secured
notes due 2020.  These ratings indicate S&P's expectation of
negligible (0%-10%) recovery in the event of a payment default.


BIO-KEY INT'L: Files Form 10-Q; Posts $943,800 Net Loss in Q3 2010
------------------------------------------------------------------
BIO-key International, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $943,790 on $546,376 of revenue for
the three months ended September 30, 2010, compared with a net
loss of $69,411 on $524,351 of revenue for the same period of
2009.

At September 30, 2010, the Company had an accumulated deficit of
$49.80 million.

The Company's balance sheet at September 30, 2010, showed
$5.97 million in total assets, $1.85 million in total liabilities,
$3.11 million in Series D convertible preferred stock, and
stockholders' equity of $1.01 million.

As reported in the Troubled Company Reporter on March 30, 2010,
CCR LLP, in Westborough, Mass., expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's 2009 results.  The independent auditors noted of the
Company's substantial net losses in recent years and accumulated
deficit at December 31, 2009.

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

               http://researcharchives.com/t/s?6e69

                           About BIO-key

Wall, N.J.-based BIO-key International, Inc. (OTC BB: BKYI)
-- http://www.bio-key.com/-- develops and delivers advanced
identification solutions to commercial and government enterprises,
integrators, and custom application developers.


BOISE PAPER: S&P Raises Corporate Credit Rating to 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
ratings, including the corporate credit rating, on Boise, Idaho-
based Boise Paper Holdings LLC to 'BB' from 'BB-'.  The rating
outlook is stable.

"The upgrade reflects the sooner-than-expected progress that Boise
Paper has achieved in strengthening its financial risk profile
through better earnings and cash flow, and the prospects, in S&P's
view, for continuing modest improvement over the next year," said
Standard & Poor's credit analyst Pamela Rice.  "S&P also expect
that Boise Paper's credit measures will continue to improve
modestly as it reduces debt through greater term loan
amortization."

The ratings on Boise Paper Holdings LLC reflect the company's fair
business risk profile.  This encompasses its growing value-added
product mix, relatively steady operating results, and moderate
product diversity.

Somewhat tempering these factors are the company's position as a
moderate-size paper and packaging producer in a cyclical and
competitive industry, and some customer concentration risk.

The ratings also incorporate S&P's assessment of the company's
significant financial risk profile, supported by its strong
liquidity and its expectation that credit measures will remain in
a range acceptable for the 'BB' rating.

Boise Paper is the third-largest producer of uncoated freesheet in
North America.  It also manufactures containerboard, corrugated
products, and newsprint.

The stable outlook reflects S&P's view that favorable operating
conditions, reflecting an expected gradual recovery in the U.S.
economy, are likely to allow Boise Paper to maintain its credit
measures at a level consistent with the 'BB' rating.


BOSTON GENERATING: To Sell to Constellation; Rival Bids Rejected
----------------------------------------------------------------
EBG Holdings disclosed that the Special Committee of its Board of
Directors has concluded its review of potential bids for a sale of
the Company's assets pursuant to Section 363 of the Bankruptcy
Code.  The Special Committee concluded that no bid submitted met
the requirements of the court ordered bidding process and
determined that BostonGen should move forward with the asset
purchase agreement previously entered into with Constellation
Energy, for the 2,950 MW fleet, the third largest power generating
portfolio in the New England region.  Under the terms of the asset
purchase agreement, Constellation Energy agreed to purchase
BostonGen's assets for approximately $1.1 billion.

On Wednesday, November 17, 2010, the result of the review process
will be presented to Judge Shelley C. Chapman of the U.S.
Bankruptcy Court, Southern District of New York, for approval or
alternative action.

"This is yet another positive step toward ensuring the continued
uninterrupted operation of the assets by a financially stable
owner," said Mark Sudbey, Chief Executive Officer of US Power
Generating Company, EBG Holdings LLC's parent company.
"Constellation Energy has agreed to purchase solid assets that
meet its strategic needs."

                   About Boston Generating

New York-based Boston Generating, LLC, owns nearly 3,000 megawatts
of mostly modern natural gas-fired power plants in the Boston
area.  Privately held Boston Generating is an indirect subsidiary
of US Power Generating Co., and considers itself as the third-
largest fleet of plants in New England.

Boston Generating filed for Chapter 11 protection on August 18,
2010 (Bankr. S.D.N.Y. Case No. 10-14419).  Boston Generating
estimated its assets and debts at more than $1 billion as of the
Petition Date.

EBG Holdings LLC; Fore River Development, LLC; Mystic, LLC; Mystic
Development, LLC; BG New England Power Services, Inc.; and BG
Boston Services, LLC, filed separate Chapter 11 petitions.

D. J. Baker, Esq., at Latham & Watkins LLP, serves as bankruptcy
counsel for the Debtors.  JPMorgan Securities is the Debtors'
investment banker.  Perella Weinberg Partners, LP, is the Debtors'
financial advisor.  Brown Rudnick LLP is the Debtors' regulatory
counsel.  FTI Consulting, Inc., is the Debtors' restructuring
consultant.  Anderson Kill & Olick, P.C., is the Debtors'
conflicts counsel.  The Garden City Group, Inc., is the Debtors'
claims agent.

The Official Committee of Unsecured Creditors has tapped the law
firm of Jager Smith P.C. as its counsel.


BRANSON INVESTMENTS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Branson Investments, LLC
        6635 E. Farm Road 68
        Strafford, MO 65757

Bankruptcy Case No.: 10-62737

Chapter 11 Petition Date: November 8, 2010

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

Judge: Arthur B. Federman

Debtor's Counsel: M. Brent Hendrix, Esq.
                  LAW OFFICE OF M BRENT HENDRIX
                  1909 E. Bennett St.
                  Springfield, MO 65804
                  Tel: (417) 889-8820
                  Fax: (417) 889-3493
                  E-mail: brenthendrix@sbcglobal.net

Scheduled Assets: $3,053,029

Scheduled Debts: $3,914,000

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

The petition was signed by Mike Drury, manager.


BRISTOW GROUP: S&P Retains 'BB' Rating on Senior Unsec. Debt
------------------------------------------------------------
Standard & Poor's Ratings Services said that its issue-level
rating on Bristow Group Inc.'s senior unsecured debt remains 'BB'
(the same as the corporate credit rating) following the helicopter
services provider's proposed $375 million secured bank facility.
At the same time, S&P is revising its recovery rating on Bristow's
senior unsecured debt to '4', indicating its expectation for
average (30%-50%) recovery on those obligations, from '3'.

"S&P's updated recovery analysis reflects Bristow's stated plans
to enter into a $175 million five-year revolving credit facility
and a $200 million term loan, and to use the proceeds to retire
the outstanding $230 million of its 6.125% notes," said Standard &
Poor's credit analyst Marc Bromberg.  "S&P has assumed that in a
default scenario Bristow will have fully drawn the $175 million
available on its revolving credit facility.  S&P estimates that
the additional secured debt significantly reduces the value
available to recovery prospects of the unsecured note holders,
despite the reduction in unsecured debt," the analyst added.
Standard & Poor's does not rate the secured facility.

Houston-based Bristow is a helicopter services provider
specializing in the oil and gas industry.  S&P's corporate credit
rating on Bristow is 'BB' and the outlook is stable.

                          Ratings List

                        Bristow Group Inc.

         Corporate Credit Rating             BB/Stable/--

      Issue-Level Rating Unchanged; Recovery Rating Revised

                        Bristow Group Inc.

                                         To            From
                                         --            ----
     Senior Unsecured Debt               BB            BB
       Recovery Rating                   4             3


BROOKSTONE CO: To Discuss Q3 Results With Bondholders
-----------------------------------------------------
Brookstone, Inc., will host a call with its bondholders to discuss
the Company's third quarter results on November 17, 2010.

Ron Boire, President and Chief Executive Officer and Philip
Roizin, Chief Financial Officer will host the call.

The Company will begin the Webcast at 10:00 a.m. Eastern Time.
The Company invites all interested parties to access the Webcast
at http://www.ir.Brookstone.com/ The Press Release will cross the
wire services at 7:00 a.m. ET and will be posted to Brookstone's
Web site at http://www.ir.Brookstone.com/

On October 29, 2010, Brookstone reported for the third quarter
ended October 2, 2010, total net sales of $72.7 million, a 6.6%
increase from the comparable 13-week period of 2009. Same-store
sales increased 6.2% as compared to the comparable 13-week period
last year.

For the 13-week period ended October 2, 2010, Brookstone reported
a loss from operations of $14.1 million, compared to a loss from
operations of $13.0 million for the comparable 13-week period last
year.

For the 39-week period ended October 2, 2010, Brookstone reported
total net sales of $218.8 million, an 8.0% increase from the
comparable 39-week period of 2009.  Same-store sales increased
7.7% as compared to the comparable 39-week period last year.

For the 39-week period ended October 2, 2010, Brookstone reported
a loss from operations of $43.7 million, compared to a loss from
operations of $44.2 million for the comparable 39-week period last
year.

As of October 2, 2010, Brookstone Inc. had total assets of
$365.784 million, total liabilities of $314.330 million, retained
deficit of $194.507 million, shareholder's equity of $50.298
million and non-controlling interests of $1.156 million.

                        Distressed Exchange

On October 22, Brookstone announced the final details of its
amended capital structure as a result of the successful completion
of its offer to purchase or exchange its existing 2012 Notes.
Brookstone's long-term debt has been reduced by 20.3% to $135.53
million, and the maturity has been extended to 2014.  In addition,
Brookstone's annual cash interest expense has been reduced by
$2.9 million.

Brookstone had entered into an amended Senior Credit Facility that
extended the term of the loan by four years with a final maturity
in 2014.

Ron Boire, President and CEO, had commented, "We are extremely
pleased to have completed the purchase and exchange of the 2012
Notes. This exchange, together with the amendment to our Senior
Credit Facility announced earlier this year, provides Brookstone
with a more favorable capital structure and improved liquidity to
allow us to grow our franchise and meet our long-term business
aspirations."

Mr. Boire continued, "The $20 million of new capital contributed
by the Sponsors and Management of Brookstone to purchase the 2012
Notes is a testament to the faith that we all have in Brookstone's
future. We are making significant progress in revitalizing
Brookstone's products, distribution channels, and people, all to
realize the full potential of the Brookstone brand."

Brookstone reported that $160.076 million principal amount or
94.16% of its 12% Second Lien Senior Secured Notes due 2012 had
been tendered by 5:00 p.m. New York City time on October 21 in
response to Brookstone's offer to purchase 2012 Notes for cash
(subject to possible proration) or acquire them in exchange for
new 13% Second Lien Senior Secured Notes due 2014.

Brookstone had offered to purchase 2012 Notes for $975 in cash for
each $1,000 of 2012 Notes that were tendered (up to a maximum of
$20 million subject to pro-ration) or to issue 13% Second Lien
Senior Secured Notes due 2014 in exchange for tendered 2012 Notes
at the rate of $900 principal amount of 2014 Notes for each $1,000
principal amount of 2012 Notes.

As part of the offer, holders who tendered 2012 Notes consented to
amendments to the indenture that governs the 2012 Notes that
eliminated all the covenants and events of default, other than
those regarding payment of principal and interest when it is due,
and released the collateral for the 2012 Notes, and renamed the
2012 Notes "12% Unsecured Notes due 2012."  The assets that had
formerly secured the 2012 Notes, which are substantially all the
assets of Brookstone and its subsidiaries, will now secure the
2014 Notes.

As reported by the Troubled Company Reporter on October 14, 2010,
Moody's Investors Service downgraded Brookstone's Probability of
Default Rating to Ca from Caa2 and affirmed its Corporate Family
Rating of Caa2.  The downgrade of the PDR reflects Moody's view of
the company's announcement to exchange its senior secured notes
due 2012, at a discount, as a distressed exchange.  The company's
short term liquidity assessment remains unchanged at SGL-4.

As reported by the TCR on June 14, 2010, Standard & Poor's Ratings
Services lowered its unsolicited corporate credit rating on
Brookstone to 'CC' from 'CCC'.  At the same time, S&P lowered its
unsolicited issue-level rating on Brookstone's outstanding $170
million of 12% second-lien notes due 2012 to 'C' from 'CCC-'.  The
downgrades follow Brookstone's announcement that its wholly owned
subsidiary, Brookstone Co. Inc., has commenced an offer to acquire
its outstanding 12% second-lien notes due 2012 held by investors.

S&P said if Brookstone were to complete an exchange offer, S&P
would lower the corporate credit rating to 'SD' (selective
default) and lower the existing exchanged issue-level ratings to
'D'.  S&P would then assign a new corporate credit rating to
Brookstone based on its assessment of its new capital structure
and liquidity profile, while taking into account its business
prospects and other relevant rating considerations.

                         About Brookstone

Merrimack, New Hampshire-based Brookstone, Inc. is a product
development and specialty lifestyle retail company that operates
308 Brookstone Brand stores nationwide and in Puerto Rico.  The
Company also operates a Direct Marketing business that includes
the Brookstone catalog and an e-commerce Web site at
http://www.brookstone.com/

Brookstone is principally owned by three sponsors, Osim
International, J.W. Childs, and Temasek Holdings.  In accordance
with the terms governing its publicly held debt, the Company
issues quarterly and annual reports under SEC guidelines.


C&D TECHNOLOGIES: Angelo Gordon Reports 20.78% Equity Stake
-----------------------------------------------------------
Angelo, Gordon & Co., LP, and its affiliated entities disclosed
that as of November 8, 2010, they beneficially owned 5,498,706
shares of C&D Technologies, Inc. common stock, which are issuable
upon the conversion of 5.5% convertible senior notes due 2026.
According to the Company's most recent Form 10-Q filed on
September 14, 2010, the number of Shares outstanding as of July
31, 2010, was 26,462,957.  Assuming full conversion of the Notes
beneficially owned by Angelo Gordon, each of the AG Funds may be
deemed to be the beneficial owner of roughly 20.78% of the total
number of Shares outstanding.

                    About C&D Technologies

Based in Blue Bell, Pennsylvania, C&D Technologies, Inc. (NYSE:
CHP) -- http://www.cdtechno.com/-- engineers, manufactures, sells
and services fully integrated reserve power systems for regulating
and monitoring power flow and providing backup power in the event
of primary power loss until the primary source can be restored.

The Company's balance sheet at July 31, 2010, showed
$239.4 million in assets, $251.1 million in total liabilities, and
a stockholders' deficit of $11.7 million.

                          *     *     *

In its Form 10-Q for the quarter ended July 31, 2010, the Company
said its cumulative losses, substantial indebtedness and likely
future inability to comply with certain covenants in the
agreements governing its indebtedness, including among others,
covenants related to continued listing on a national automated
stock exchange and future EBITDA requirements, and in addition,
its current liquidity situation, raise substantial doubt as to its
ability to continue as a going concern for a period longer than 12
months from July 31, 2010.

On September 14, 2010, the Company entered into a restructuring
support agreement with two convertible noteholders who together
hold approximately 56% of the aggregate principal amount of the
2005 Notes and the 2006 Notes.  The supporting noteholders have
agreed to a proposed restructuring of the 2005 Notes and the 2006
Notes which will be effected through (i) an offer to exchange the
outstanding 2005 Notes and 2006 Notes for up to 95% of the
Company's common stock, or (ii) a prepackaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code.  The
Company has agreed to solicit votes from the Company's
stockholders and the holders of the Notes to accept the
prepackaged plan concurrently with the exchange offer.

The Company continues to be engaged in active discussions with
lenders under its Credit Facility regarding a restructuring of its
capital structure.

C&D Technologies has elected not to make a semi-annual interest
payment due on its 5.25% Convertible Senior Notes due 2025 on
November 1, 2010.  The decision was made in light of the Company's
October 21, 2010 announcement of its plan to implement a
restructuring of its indebtedness pursuant to an offer to exchange
all of its outstanding 5.25% Notes and 5.50% Convertible Notes due
2026 for up to 95% of the shares of the Company's common stock,
which provides that if the Exchange Offer is consummated, all
outstanding principal of, plus accrued unpaid interest on,
properly tendered Notes will be included in the calculation of
each holder's pro rata share of the Company's common stock to be
issued to holders of Notes.

A semi-annual interest payment on the Company's 5.50% Senior Notes
due 2026 became due November 15, 2010.  The Company has earlier
said it would also elect not to pay interest due on the 5.50%
Notes.


C&H ARIZONA: Plan Outline Hearing Scheduled for December 13
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing on December 13, 2010, at 1:30 p.m., to consider the
adequacy of the Disclosure Statement explaining C&H Arizona-
Stucky, LLC's Plan of Reorganization.

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

The Troubled Company Reporter reported on September 17, 2010, that
the Debtor has filed a plan that would pay secured claims in full
over a five-year period.  General unsecured claims will be paid in
full, with interest, in two installments.  The first installment
of 50% of the principal and all accrued interest will be paid on
the Effective Date.  The second installment of all remaining
principal and all accrued interest will be paid six months after
the Effective Date.  Administrative convenience claims (claims of
$9,000 or less) will be paid in full on the Effective Date.

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

                   About C&H Arizona-Stucky, LLC

Walnut Creek, California-based C&H Arizona-Stucky, LLC, is the
owner and current operator of a 113,071 square feet retail
shopping center located at 15440 North Scottsdale Road,
Scottsdale, Arizona.  The Company filed for Chapter 11 bankruptcy
protection on July 7, 2010 (Bankr. D. Ariz. Case No. 10-21165).
Simbro & Stanley, PLC, represents the Debtor.  The Company
disclosed $18,064,966 in assets and $9,167,574 in liabilities as
of the Petition Date.


CF PROPERTIES: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: CF Properties, LLC
        701 Cliff Drive
        Newport Beach, CA 92663
        Tel: (949) 632-1233

Bankruptcy Case No.: 10-26091

Chapter 11 Petition Date: November 11, 2010

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

Debtor's Counsel: Theodore E. Malpass, Esq.
                  4931 Birch Street
                  Newport Beach, CA 92660
                  Tel: (949) 474-994
                  Fax: (949) 474-9947
                  E-mail: temalpass@aol.com

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

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

The petition was signed by Edward F. Eaton, president.

Debtor's List of 18 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wells Fargo Bank                   Bank Loan            $2,850,000
P.O. Box 30427
Los Angeles, CA 90030-0427

One West Bank                      Bank Loan            $2,193,862
390 West Valley Parkway
Escondido, CA 92025-2635

California Bank & Trust            Bank Loan            $1,500,000
611 Anton Boulevard, Suite 1400
Costa Mesa, CA 92626

Bank of America                    Bank Loan            $1,000,000
Corporate Center
100 North Tryon
Charlotte, NC 28255

Arkay Solar                        Trade Debt             $150,000

Frank Finn                         Loan                   $150,000

Meehan Family Trust                Trade Debt              $63,500

Spurgeon Venture Inc.              Trade Debt              $50,000

HP Gardena Investors, LLC          Trade Debt              $25,000

San Bernardino Tax Collector       Trade Debt              $15,317

De Jong Ranch                      Trade Debt              $14,697

Patricia Trimmer                   Trade Debt              $12,930

American Express                   Trade Debt               $6,990

Office Equipment for Less, Inc.    Trade Debt               $6,837

Carin McKay                        Trade Debt               $6,280

Andy McKay                         Trade Debt                 $650

Terry Wolfe                        Trade Debt                 $400

Barstow Assoc of Realtors          Trade Debt                  $53


CHARLES G MACK: Files for Bankruptcy to Restructure Debt
--------------------------------------------------------
Scott Olson at Indianapolis Business Journal reports that Charles
G. Mack Entertainment Services Inc. filed for bankruptcy under
Chapter 11 to reorganize its assets and help clear debt that the
owner incurred.

Charles G. Mack operates a bar.  In its schedules, the Company
disclosed assets at $118,300 and liabilities at $922,255.  About
$760,000 of the debt listed in the bankruptcy filing is unsecured
wherein $114,757 is listed as "potential liability arising from
debtor's involvement with Buggs Operations LLC."

A lack of investors caused the owner to use assets from its bar as
collateral to finance parts of the Buggs project, prompting it to
seek reorganization, according to Business Journal.

Charles G. Mack, doing business as Moe & Johnny's, filed for
Chapter 11 protection on November 5, 2010 (Bankr. S.D. Ind. Case
No. 10-16748).  See http://bankrupt.com/misc/insb10-16748.pdf


CHATSWORTH INDUSTRIAL: Plan Outline Hearing on Nov. 17
------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has continued until November 17, 2010, at 9:30 a.m., the hearing
to consider adequacy of a Disclosure Statement explaining
Chatsworth Industrial Park, LP's proposed Plan of Reorganization.

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

The Troubled Company Reporter reported on September 28 that the
Debtor has filed a Plan that proposes to pay creditors from the
future income of its 5 adjacent industrial properties in
Chatsworth, California.

Under the Plan, the lien securing the claim of CSFB 2003-C4
Nordhoff Limited Partnership/Keybank will remain in place and
unaltered by the Plan.  Payments will be paid per terms of
existing note and deed of trust at non-default contract rate of
interest.  General unsecured creditors will be receive 60 equal
monthly payments in satisfaction of their claims.  Interest
holders will retain their interest in the Debtor.

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

               About Chatsworth Industrial Park, LP

Tarzana, California-based Chatsworth Industrial Park, LP, wns and
operates five adjacent industrial properties in Chatsworth,
California.

The Company filed for Chapter 11 on December 23, 2009 (Bankr. C.D.
Calif. Case No. 09-27368).  Caceres & Shamash, LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated assets at
$10 million to $50 million and $1 million to $10 million in debts.


CHURCH CHAIR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Church Chair Industries, Inc.
        7007 New Calhoun Highway, NE
        Rome, GA 30161

Bankruptcy Case No.: 10-44413

Chapter 11 Petition Date: November 12, 2010

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Rome)

Debtor's Counsel: Edward F. Danowitz, Jr., Esq.
                  DANOWITZ & ASSOCIATES, P.C.
                  300 Galleria Parkway, NW, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 933-0960
                  E-mail: edanowitz@danowitzlegal.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/ganb10-44413.pdf

The petition was signed by Tammy Harper, secretary/treasurer.


CINCINNATI BELL: Sells $275 Million Senior Notes
------------------------------------------------
On November 12, 2010, Cincinnati Bell Inc. issued and sold an
additional $275,000,000 aggregate principal amount of its 8 3/8%
Senior Notes due 2020.  The Notes constitute an additional
issuance of Notes under the indenture, dated as of October 13,
2010, by and among the Company, the Guarantors and The Bank of
New York Mellon, as trustee, pursuant to which the Company issued
$500,000,000 in aggregate principal amount of its 8 3/8% Senior
Notes due 2020 on October 13, 2010.

The 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.

In connection with the issuance and sale of the Notes, the Company
and certain of its subsidiaries entered into an underwriting
agreement dated as of November 8, 2010, with Deutsche Bank
Securities Inc.  Delivery of the Notes was made under the
Underwriting Agreement on November 12, 2010.

The Underwriter or its affiliates have from time to time provided
and/or may in the future provide investment banking, commercial
banking and financial advisory services to the Company, for which
they have received or will receive customary compensation.
Affiliates of the Underwriter are agents and/or lenders under the
Company's senior credit facilities and will receive a portion of
the proceeds from the offering of the Notes.

A full-text copy of the underwriting agreement is available for
free at http://ResearchArchives.com/t/s?6e85

                      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.


CMB III: U.S. Trustee Unable to Appoint Creditors Committee
----------------------------------------------------------
The U.S. Trustee for Region 4 notified the U.S. Bankruptcy Court
for the District of Arizona that he was unable to appoint an
official committee of unsecured creditors in the Chapter 11 case
of C.M.B. III, L.L.C.

The U.S. Trustee explained that there were insufficient
indications of willingness from the unsecured creditors to serve
in the committee.

The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.

                     About C.M.B. III, L.L.C.

Phoenix, Arizona-based C.M.B. III, L.L.C., filed for Chapter 11
bankruptcy protection (Bankr. D. Ariz. Case No. 10-30496).
Richard M. Lorenzen, Esq., Perkins Coie Brown & Bain P.A.,
represents the Debtor.  The Debtor estimated assets and debts at
$10 million to $50 million as of the Chapter 11 filing.


COLIN GARVEY: Wants to Hire Morris Law as Bankruptcy Counsel
------------------------------------------------------------
Colin J. Garvey asks for authorization from the U.S. Bankruptcy
Court for the District of Minnesota to employ Morris Law Group
P.A. as bankruptcy counsel.

Morris Law will represent the Debtor in all legal matters arising
during the control of the Debtor's assets, the determination of
claims, negotiations with creditors and third parties, the
preparation and formation of a plan to be presented to the
creditors, and other services as are necessary for the exercise of
any and all rights available to the Debtor in the proceeding.

Morris Law will be paid $250 per hour for its services.

Lynn J. Wartchow, Esq., an attorney at Morris Law, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Farmington, Minnesota-based Colin J. Garvey -- asf Castle Rock
Development, Inc., Garvey Construction Co., Farmington Truck
Center, Inc., Landscape Depo, Inc. -- filed for Chapter 11
bankruptcy protection on November 4, 2010 (Bankr. D. Minn. Case
No. 10-37995).  Lynn J.D. Wartchow, Esq., at Morris Law Group,
P.A., assists the Debtor in his restructuring effort.  The Debtor
estimated his assets and debts at $10 million to $50 million.


CONCORD INTERNATIONAL: Case Summary & Creditors List
----------------------------------------------------
Debtor: Concord International High School, Inc.
          aka Concord High School
        1831 Wilshire Boulevard
        Santa Monica, CA 90403

Bankruptcy Case No.: 10-58454

Chapter 11 Petition Date: November 11, 2010

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

Judge: Barry Russell

Debtor's Counsel: Michael S. Kogan, Esq.
                  ERVIN COHEN & JESSUP LLP
                  9401 Wilshire Boulevard, 9th Floor
                  Beverly Hills, CA 90212-2974
                  Tel: (310) 273-6333
                  Fax: (310) 859-2325
                  E-mail: mkogan@ecjlaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-58454.pdf

The petition was signed by Dr. Richard Corlin, director.


CRYOPORT INC: Narrows Net Loss to $1.5 Million for Q3 2010
----------------------------------------------------------
CryoPort, Inc., reported a net loss of $1,509,821 for the three
months ended September 30, 2010, from a net loss of $7,186,322 for
the same period a year ago.  The Company reported a net loss of
$2,838,625 for the nine months ended September 30, 2010, from
$7,536,045 for the same period a year ago.

At September 30, 2010, the Company had total assets of $5,371,035,
total liabilities of $5,524,772, and a stockholders' deficit of
$153,737.

From August 2010 to October 2010, CryoPort conducted a private
placement financing to institutional and accredited investors
resulting in the issuance of units consisting of 5,532,418 shares
of common stock and warrants to purchase 5,532,418 shares of
common stock at an exercise price of $0.77, for gross cash
proceeds of $3,872,702 and net cash proceeds of $3,566,850.

On October 19, 2010, CryoPort secured a one-year renewal of its
Line of Credit for the amount of $90,000 which is secured by a
$90,000 Certificate of Deposit with Bank of the West.

As a result of the private placement, CryoPort had aggregate cash
and cash equivalents of $3,745,745 as of September 30, 2010.
Management has estimated that cash on hand as of September 30,
2010, will be sufficient to allow the Company to continue its
operations only into the first quarter of its fiscal year 2012.
Management recognizes that CryoPort must obtain additional capital
for the achievement of sustained profitable operations.
Management's plans include obtaining additional capital through
equity and debt funding sources; however, no assurance can be
given that additional capital, when needed, will be available when
required or upon terms acceptable to CryoPort.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?6e98

                       About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0-degree Celsius.

                           Going Concern

KMJ Corbin & Company LLP expressed substantial doubt about
CryoPort's ability to continue as a going concern, following
the Company's 2009 results.  The firm noted that the Company has
incurred recurring losses and negative cash flows from operations
since inception.


DALE JARRETT: Swings to $160,693 Net Income for Q3 2010
-------------------------------------------------------
Dale Jarrett Racing Adventure, Inc., swung to net income of
$160,693 for the three months ended September 30, 2010, from a net
loss of $64,805 for the same period a year ago.  The Company
reported net income of $41,773 for the nine months ended
September 30, 2010, from a net loss of $207,689.

The Company said sales were $955,380 for the three months ended
September 30, 2010, from $662,029 for the same period a year ago.
The Company said sales were $2,241,599 for the nine months ended
September 30, 2010, from $1,956,682 for the same period a year
ago.

At September 30, 2010, the Company had total assets of $979,704,
total current liabilities of $943,648 and long-term debt of
$31,642, and stockholders' equity of $4,414.  At December 31,
2010, the Company had stockholders' equity of $16,217.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?6e97

                        About Dale Jarrett

Dale Jarrett Racing Adventure, Inc. (OTC BB: DJRT)
-- http://www.racingadventure.com/-- offers entertainment based
oval driving schools and events that are conducted at various race
tracks in the United States.  Dale Jarrett Racing Adventure, Inc.,
was founded in 1998 and is based in Hickory, North Carolina.

This concludes the Troubled Company Reporter's coverage of Dale
Jarrett until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


DEEP DOWN: IRS Imposes $573,000 Lien for Unpaid Taxes
-----------------------------------------------------
Deep Down, Inc., recently received a Notice of Federal Tax Lien
from the Internal Revenue Service in an approximate amount of
$573,000 for nonpayment of certain taxes.  This claim relates
primarily to 2007 and 2008 tax returns that were filed when the
Company changed its tax year.  At the current time, there are
differences between the IRS' understanding and the Company's
understanding of the application of taxes to the appropriate year.
The Company does not believe that the taxes are correctly owed and
it is currently working with the IRS to resolve the related issue
and remove this lien.  The Company expects the issue to be
resolved with the IRS and the lien to be correspondingly removed
in the near term.

                         About Deep Down

Deep Down, Inc. (OTC BB: DPDW) -- http://www.deepdowncorp.com/--
is an oilfield services company serving the worldwide offshore
exploration and production industry.  Deep Down's proven services
and technological solutions include distribution system
installation support and engineering services, umbilical
terminations, loose-tube steel flying leads, distributed and drill
riser buoyancy, ROVs and tooling, marine vessel automation,
control, and ballast systems. Deep Down supports subsea
engineering, installation, commissioning, and maintenance projects
through specialized, highly experienced service teams and
engineered technological solutions.  The Company's primary focus
is on more complex deepwater and ultra-deepwater oil production
distribution system support services and technologies, used
between the platform and the wellhead.

The Company's balance sheet at June 30, 2010, showed $51.3 million
in total assets, $13.9 million in total liabilities, and
stockholders' equity of $37.4 million.

The Company has said it will need to raise additional debt or
equity capital or renegotiate or refinance its existing debt to
fund working capital requirements, to support selling, general and
administrative expenses and to pay all outstanding debt maturing
on April 15, 2011, under the Whitney National Bank New Amended and
Restated Credit Agreement.  The Company no longer has access to a
line of credit and must rely solely on its cash position and
operating cash flows for liquidity.  Therefore, it is currently in
discussions with several lenders who have expressed interest in
refinancing its debt.  While the Company believes that its results
of operations, including gross profit and operating cash flows,
will continue to improve over the remainder of the year,
additional debt or equity capital will be necessary to fund
working capital requirements, to support SG&A and to pay all
outstanding debt under the New Agreement if its planned results of
operations are not achieved.  Further, failure to achieve the
Company's planned results could result in violation of certain of
our loan covenants and require it to raise additional debt or
equity capital.  These and other matters raise substantial doubt
about our ability to continue as a going concern, the Company
said.


DEEP DOWN: Still Unable to Close Cuming Corp. Purchase
------------------------------------------------------
Deep Down, Inc., announced the execution of a Stock Purchase
Agreement, effective as of May 3, 2010, with Cuming Corporation
and the stockholders of Cuming, pursuant to which Deep Down agreed
to purchase all of the issued and outstanding shares of Cuming's
common stock for a purchase price of $47 million, less an amount
of certain liabilities to be assumed and further subject to a
purchase price adjustment for working capital.

The Acquisition has not been completed and the Company has not
entered into another amendment to extend the closing date;
however, neither party has terminated the Purchase Agreement.  The
Company plans to finance the Acquisition with a combination of
debt and equity and is actively engaged in negotiating terms with
several financial institutions and private equity firms.
Nevertheless, consummation of the transaction remains subject to
several conditions including Deep Down's obtaining adequate
external financing to fund the roughly $34 million cash component
of the purchase price.

Under terms of the Purchase Agreement, either of Deep Down or the
Selling Stockholders may terminate the Purchase Agreement if the
Acquisition is not completed by July 31, 2010, provided the party
wishing to terminate is not in breach of the Purchase Agreement.
In the event of a termination of the Purchase Agreement as a
result of a breach of the Company's obligations under the Purchase
Agreement or inability to obtain funds to pay the cash price, the
escrow agent will release the escrowed stock to the Selling
Stockholders.  If the Purchase Agreement is terminated by either
Deep Down or Cuming under certain circumstances the parties will
be obligated to reimburse the other's expenses incurred in
connection with the transactions contemplated by the Purchase
Agreement in an aggregate amount not to exceed $275,000.

On July 13, 2010, Deep Down entered into Amendment No. 1 to the
Purchase Agreement, dated effective as of June 30, 2010, and on
October 4, 2010, Deep Down entered into Amendment No. 2 to the
Purchase Agreement, dated effective as of July 31, 2010.

On November 3, 2010, Deep Down entered into Amendment No. 3 to the
Purchase Agreement, dated effective as of October 31, 2010, to
provide for an extension of the exclusivity period and of the date
on which Deep Down or the Selling Stockholder may terminate the
Purchase Agreement.

                         About Deep Down

Deep Down, Inc. (OTC BB: DPDW) -- http://www.deepdowncorp.com/--
is an oilfield services company serving the worldwide offshore
exploration and production industry.  Deep Down's proven services
and technological solutions include distribution system
installation support and engineering services, umbilical
terminations, loose-tube steel flying leads, distributed and drill
riser buoyancy, ROVs and tooling, marine vessel automation,
control, and ballast systems. Deep Down supports subsea
engineering, installation, commissioning, and maintenance projects
through specialized, highly experienced service teams and
engineered technological solutions.  The Company's primary focus
is on more complex deepwater and ultra-deepwater oil production
distribution system support services and technologies, used
between the platform and the wellhead.

The Company's balance sheet at June 30, 2010, showed $51.3 million
in total assets, $13.9 million in total liabilities, and
stockholders' equity of $37.4 million.

The Company has said it will need to raise additional debt or
equity capital or renegotiate or refinance its existing debt to
fund working capital requirements, to support selling, general and
administrative expenses and to pay all outstanding debt maturing
on April 15, 2011, under the Whitney National Bank New Amended and
Restated Credit Agreement.  The Company no longer has access to a
line of credit and must rely solely on its cash position and
operating cash flows for liquidity.  Therefore, it is currently in
discussions with several lenders who have expressed interest in
refinancing its debt.  While the Company believes that its results
of operations, including gross profit and operating cash flows,
will continue to improve over the remainder of the year,
additional debt or equity capital will be necessary to fund
working capital requirements, to support SG&A and to pay all
outstanding debt under the New Agreement if its planned results of
operations are not achieved.  Further, failure to achieve the
Company's planned results could result in violation of certain of
our loan covenants and require it to raise additional debt or
equity capital.  These and other matters raise substantial doubt
about our ability to continue as a going concern, the Company
said.


DENNY'S CORP: Board OKs Repurchase of Up to 3 Million Shares
------------------------------------------------------------
Denny's Corporation said that its Board of Directors has approved
a share repurchase program authorizing the Company to repurchase
up to 3.0 million shares of its common stock.  Under the program,
the Company may purchase common stock from time to time through
December 31, 2011 in the open market or in privately negotiated
transactions.

The amount and timing of any purchases will depend upon a number
of factors, including the price and availability of the Company's
shares, trading volume and general market conditions.

As of September 29, 2010, the Company had 99,627,084 shares of
common stock outstanding.

                      About Denny's Corporation

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

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

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


DOWNSTREAM DEVELOPMENT: S&P Affirms 'B-' Issuer Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
the Downstream Development Authority to positive from negative.
The 'B-' issuer credit rating on the Authority was affirmed.

"The outlook revision reflects S&P's expectation that the
Authority has successfully grown EBITDA to a level sufficient to
marginally exceed the amount necessary to fund cash fixed
charges," said Standard & Poor's credit analyst Ariel Silverberg.

While S&P's ratings currently do not incorporate meaningful
incremental EBITDA growth, S&P expects EBITDA coverage of interest
to remain in the mid-1x area and free cash flow to remain
positive, albeit only modestly, over the intermediate term.  S&P's
outlook for limited additional growth reflects its economists'
expectation for only modest growth in consumer spending in 2011
and 2012, as well as S&P's view that there is limited depth in the
Authority's target market.

The 'B-' rating reflects the Authority's marginal coverage of
fixed charges through internally generated funds, its high debt
leverage, and S&P's view that the Downstream Casino Resort's
location is somewhat challenged given a relatively small
population in close proximity.  The Authority was established by
the Quapaw Tribe of Oklahoma.


DRYSHIPS INC: To Report Third Quarter Results on November 17
------------------------------------------------------------
DryShips Inc. said it will release its results for the third
quarter 2010 after the market closes in New York on November 17,
2010.  The Company said its management team will host a conference
call the next day at 8:00 a.m. EST to discuss the Company's
financial results.

                       About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of September
10, 2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

The Company's balance sheet as of June 30, 2010, showed
$5.983 billion in total assets, $3.101 billion in total
liabilities, and stockholders equity of $2.882 billion.

As reported in the Troubled Company Reporter on Sept. 29, 2010,
the Company said it is currently in negotiations with its lenders
to obtain waivers, waiver extensions or to restructure its debt.
As of June 30, 2010, the Company's theoretical exposure (current
portion of long-term debt less cash and cash equivalents less
restricted cash) amounted to $761.4 million.


DUNE ENERGY: Closing of Two Joint Ventures by Month's End
---------------------------------------------------------
Dune Energy Inc. said that net loss totaled $9.1 million for the
third quarter of 2010 and $11.3 million for the third quarter of
2009.  The third quarter of 2010 included a $0.1 million loss on
discontinued operations in the South Florence field.

The Company's balance sheet at Sept. 30, 2010, showed
$296.72 million in total assets, $343.46 million in total
liabilities, and a stockholder's deficit of $248.48 million.

At the end of the quarter, cash was $13.8 million versus
$15.0 million at year end 2009.  The net of accounts receivable
over accounts payable was $6.6 million in the current quarter,
compared to $3.3 million at year end 2009.  Currently there are
no borrowings against the Revolver and $8.5 million issued in
standby letters of credit.

James A. Watt, President and Chief Executive Officer stated, "We
anticipate closing our two previously announced joint ventures
before the end of the month.  These closings will provide an
additional $8 million of liquidity.  This will provide liquidity
for the December 1, 2010 interest payment on our $300 million of
10 1/2% Senior Secured notes and for participation in drilling the
19,500 foot deep subsalt well at Garden Island Bay."

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6e7e

                        About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

                          *     *     *

Dune Energy carries a 'CCC-' corporate credit rating, with
negative outlook, from Standard & Poor's. S&P said in April 2010
that "the company's heavy debt burden makes the prospects of a
distressed exchange or bankruptcy a distinct possibility."
Dune Energy has a 'Ca' corporate family rating from Moody's.


DYNAVAX TECHNOLOGIES: Posts $4.998MM Net Loss for Sept. 30 Quarter
------------------------------------------------------------------
Dynavax Technologies Corporation reported a $4,998,000 net loss
for the three months ended September 30, 2010, from a $10,706,000
net loss for the same period in 2009.  The Company posted a
$42,186,000 net loss for the nine months ended September 30, 2010,
from a $3,487,000 net loss for the same period a year ago.

Total revenues were $11,649,000 for the third quarter of 2010,
from $2,901,000 for the third quarter 2009.  Total revenues were
$22,184,000 for the first nine months of 2010, from $38,129,000
for the first nine months of 2009.

As of September 30, 2010, the Company had $2,076,000 total assets;
$21,026,000 total current liabilities, $6,012,000 deferred
revenue, $10,540,000 long-term note payable to holdings, $944,000
long-term contingent liability to holdings, and $60,000 other
long-term liabilities and $23,208,000 in stockholders' equity.

A full-text copy of the Company's Form 10-Q is available at no
charge at http://ResearchArchives.com/t/s?6e67

                    About Dynavax Technologies

Berkeley, Calif.-based Dynavax Technologies Corporation (NASDAQ:
DVAX) -- http://www.dynavax.com/-- is a clinical-stage
biopharmaceutical company.  The Company discovers and develops
novel products to prevent and treat infectious diseases.  The
Company's lead product candidate is HEPLISAV, an investigational
adult hepatitis B vaccine designed to enhance protection more
rapidly and with fewer doses than current licensed vaccines.

As reported in the Troubled Company Reporter on March 18, 2010,
Ernst & Young LLP, in San Francisco, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations since its inception.


E.R.B. AND ASSOCIATES: Case Summary & Creditors List
----------------------------------------------------
Debtor: E.R.B. and Associates, Inc.
        P.O. Box 2331
        Country Club Hills, IL 60478

Bankruptcy Case No.: 10-50564

Chapter 11 Petition Date: November 11, 2010

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

Judge: Bruce W. Black

Debtor's Counsel: Geraldine W. Holt, Esq.
                  30 N. LaSalle Street, Suite 1515
                  Chicago, IL 60606
                  Tel: (312) 294-0022
                  Fax: (312) 294-0143
                  E-mail: gwholt@holtlawgroup.com

Scheduled Assets: $1,098,179

Scheduled Debts: $1,177,654

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-50564.pdf

The petition was signed by Rhonda I. Butler, president.


EASTMAN KODAK: Chief IP Officer Named General Counsel
-----------------------------------------------------
Eastman Kodak Company announced that Laura G. Quatela has been
named the Company's General Counsel, effective Jan. 1, 2011,
reporting to Chairman and Chief Executive Officer Antonio M.
Perez.

Ms. Quatela is presently Kodak's Chief Intellectual Property
Officer, a member of the company's Executive Council, and a
corporate vice president.  She will retain those responsibilities
in tandem with her new duties leading the company's Legal
organization.  The future structure of the IP organization will be
announced at a later date.

She succeeds Joyce P. Haag who has served as Kodak's General
Counsel since July 2005.  Ms. Haag will retire from Kodak
effective Jan. 1, 2011, as a result of the consolidation of these
positions.  She joined Kodak's Legal staff in 1981, and led
critical Legal functions inside and outside the United States,
including Corporate Secretary and General Counsel for Europe,
Africa and the Middle East, before being promoted to General
Counsel.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

On February 19, 2010, Moody's revised its rating outlook on the
Company from negative to stable, and affirmed its B3 corporate
rating and Caa1 senior unsecured rating.

On February 11, 2010, S&P revised its B- rating outlook on the
Company to stable from negative.  All ratings on the Company,
including the B- Corporate Rating, were affirmed.


EGG HARBOR: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' corporate credit rating to Egg Harbor Township,
N.J.-based specialty retailer Spencer Spirit Holdings Inc.  The
rating outlook is stable.

At the same time, S&P assigned its preliminary 'B' issue-level
rating to the proposed $150 million senior secured notes, with a
preliminary recovery rating of '4' indicating S&P's expectation of
average (30% to 50%) recovery in the event of a payment default.
These notes will be sold under Rule 144A without registration
rights.  Spencer Spirit intends to use the proceeds from the
proposed notes to pay $87 million cash distribution to its
shareholders and to refinance existing debt, including amounts
outstanding under its bank term loan.

"The preliminary ratings reflect the combination of Spencer
Spirit's vulnerable business risk profile and highly leveraged
financial risk profile that are supported by the exposure to
cyclical and highly competitive specialty retailing markets, an
increase in debt levels, and thin free cash flow generation," said
Standard & Poor's credit analyst Andy Sookram.  The ratings also
incorporate S&P's expectation that benefits from store remodeling
and expansion initiatives will likely contribute to modest
improvement in credit measures, but S&P expects them to remain in
line with the 'B' ratings.

Spencer Spirit sells accessory items such as graphic t-shirts,
hats, posters and other collective items (about 65% of revenues),
and Halloween costumes and related accessories (33% of revenues).
The customer base is primarily the 'Generation Y' market, which
continues to be hurt by the weak economic environment.  In the
Halloween merchandise retailing segment, the company leases store
space on a temporary basis for a two to three-month period prior
to the holiday.  S&P think the company's ability to lease
attractive locations in the medium-term could be affected by lower
retail space vacancy rates relating to improving economic
conditions, potentially leading to performance pressures.  The
company also faces competitive pressures from discounters, such as
Wal-Mart and Target, that offer similar merchandise items.


EXTERRAN HOLDINGS: Moody's Affirms 'Ba2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Exterran Holdings, Inc.'s Ba2
Corporate Family Rating (and assigned a Ba3 rating to the
company's proposed offering of $350 million of senior notes due
2018.  Moody's also upgraded Exterran's senior secured revolving
credit facility and term loan to Ba1 from Ba2 and affirmed the B1
rating on Exterran Energy, Inc.'s (formerly Hanover Compressor
Company) $144 million convertible senior notes due 2014.  The
proceeds of the senior notes offering will be used to repay
borrowings on Exterran's asset-backed securitization facility and
its revolving credit facility.  The outlook is stable.

                        Ratings Rationale

"Exterran has reduced debt by almost $550 million during 2009 and
2010 to date, which has supported its ratings during this period
of declining earnings," said Pete Speer, Moody's Vice-President.
"We expect the company to continue to direct free cash flow to
debt reduction and for earnings to gradually improve in 2011."

The company's Ba2 CFR is supported by its substantial scale,
leading market positions and significant exposure to growing
international markets.  These strengths are tempered by the
company's high capital intensity, still high amount of outstanding
debt and complicated capital structure.  This higher financial
risk is mitigated somewhat by the greater cash flow stability of
its core compression services business compared to other oilfield
services peers.  Exterran's consolidated leverage is currently
high for the rating, but Moody's expect the company to continue to
pay down debt and have modest earnings improvement in 2011 that
should reduce Debt/EBITDA.

However, if Exterran's current trend of declining horsepower
utilization does not reverse on a sustainable basis and earnings
continue their sequential decline, then the ratings could be under
negative pressure.  If the company is not able to reduce and
sustain Debt/EBITDA below 4x then the outlook could be changed to
negative or the ratings downgraded.  A ratings upgrade is unlikely
in 2011 due to Exterran's elevated leverage metrics.  If Exterran
is able to reduce consolidated leverage to below 3x on a
sustainable basis, then the outlook could be changed to positive
or the ratings upgraded.

The Ba3 senior notes rating reflects both the overall probability
of default of Exterran, to which Moody's assigns a PDR of Ba2, and
a loss given default of LGD5 (71%).  The proposed senior notes
will be unsecured and will be guaranteed by Exterran's restricted
subsidiaries.  The company's $850 million revolving credit
facility and $696 milllion term loan are senior secured and thus
have a priority claim to the assets.  The $144 million convertible
senior notes due January 2014 and $355 million (par value)
convertible senior notes due June 2014 (unrated) are unsecured and
have no subsidiary guarantees and therefore are structurally
subordinated to the proposed senior notes.  The senior secured
ratings were upgraded to Ba1, LGD2 (26%) from Ba2, LGD3 (39%) to
reflect the increased proportion of unsecured debt in the capital
structure.  The proposed senior notes are rated one notch beneath
the CFR, or Ba3, reflecting the senior secured facilities
potential priority claim.  The $144 million convertible senior
notes are rated B1, LGD6 (90% -- changed from LGD5 (89%))
reflecting their subordinated status in the capital structure.

Exterran Partners, L.P., is a publicly traded master limited
partnership majority owned and controlled by Exterran.  While
EXLP's debt is nonrecourse to Exterran, Moody's view it as a
strategic subsidiary that the company would support, if necessary,
and therefore include EXLP's assets and debt in Moody's
fundamental analysis of Exterran.  However, for notching purposes,
EXLP's debts and Exterran's ABS facility are excluded in
accordance with Moody's Loss Given Default Methodology.

Exterran Holdings, Inc., is headquartered in Houston, Texas, and
provides natural gas compression services; sells compression,
production and processing equipment; and provides related
aftermarket parts and services in the United States and
international markets.


EXTERRAN HOLDINGS: S&P Assigns 'BB' Rating to Senior Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating (the same as the corporate credit rating) to Exterran
Holdings Inc.'s proposed senior unsecured notes.  S&P assigned a
recovery rating of '3' to this debt, indicating S&P's expectation
of meaningful (50%-70%) recovery in a default scenario.  At the
same time, Standard & Poor's raised its issue-level rating on the
company's existing senior secured debt to 'BBB-' from 'BB+' and
revised its recovery rating on the debt to '1' from '2',
indicating S&P's expectation of very high (90%-100%) recovery.
In addition S&P lowered its rating on Exterran's unsecured 4.25%
convertible notes due 2014 to 'B+' from 'BB' and revised the
recovery rating to '6' from '4', indicating an expectation of
negligible (0%-10%) recovery in case of default.

The issue-level and recovery ratings on Exterran's unsecured 4.75%
convertible notes due 2014 remains unchanged at 'BB' and '4'.  The
'BB' long-term corporate credit rating is unchanged.  The outlook
is stable.

Exterran will use proceeds from the new notes to repay the
$300 million outstanding under its asset-backed securitization
(ABS) facility and pay down borrowings under its revolving credit
facility.  The paydown of the secured debt allows the same value
of collateral to be available for a lower amount of secured debt,
thus leading to the revision of its issue and recovery ratings.

"The ratings on Houston-based Exterran reflect S&P's view of the
company's participation in the highly competitive, capital-
intensive natural gas compression services industry in the
currently weak North American market; its leveraged financial risk
profile; and the master limited partnership structure of
Exterran's growing subsidiary, Exterran Partners L.P.," said
Standard & Poor's credit analyst Aniki Saha-Yannapoulos.  The
ratings also incorporate S&P's view of the contract compression
business' relative stability, the company's exposure to production
versus exploration, its large share of the domestic contract
compression market, and its business and geographic diversity.
Standard & Poor's categorizes Exterran's business profile as
satisfactory.


FENTURA FIN'L: Has Oversight Agreement with Chicago Fed
-------------------------------------------------------
4Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on November 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by January 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.

A full-text copy of the Written Agreement is available at no
charge at http://ResearchArchives.com/t/s?6e94

Effective January 10, 2010, The State Bank entered into a Consent
Order with federal and state banking regulators that contain
provisions to foster improvement in The State Bank's earnings,
reduce nonperforming loan levels and increase capital.  The
Consent Order requires The State Bank to maintain a Tier 1 capital
to average asset ratio of a minimum of 8.0%.  It also requires The
State Bank to maintain a total capital to risk weighted asset
ratio of 12.0%.  At September 30, 2010, The State Bank had a Tier
1 capital to average assets ratio of 6.2% and a total capital to
risk-weighted assets ratio of 9.4%.  This is compared to ratios at
December 31, 2009, of a Tier 1 capital to average assets ratio of
6.2% and a total capital to risk-weighted assets ratio of 8.9%.
At September 30, 2010, The State Bank was not in compliance with
the Consent Order capital requirements.

                    About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

As reported in the Troubled Company Reporter on March 22, 2010,
Crowe Horwath LLP, in Grand Rapids, Mich., 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 incurred net losses in 2009 and 2008, primarily from
higher provisions for loan losses, and non-compliance with the
higher capital requirements of the Consent Orders.


FENTURA FIN'L: Net Loss Widens to $2.337-Mil. for Q3 2010
---------------------------------------------------------
Fentura Financial, Inc., reported a net loss of $2.337 million for
the three months ended September 30, 2010, from a net loss of
$847,000 for the same period a year ago.  Fentura reported a net
loss of $5.600 million for the nine months ended September 30,
2010, from $17.871 million for the same period a year ago.

Total interest income was $5.436 million for the September 2010
quarter from $6.476 million for the same period a year ago.  Total
interest income was $16.774 million for the first nine months of
2010 from $20.031 million for the same period a year ago.

At September 30, 2010, the Company had total assets of
$449.378 million against total liabilities of $433.306 million,
and shareholders' equity of $16.072 million.

Effective January 10, 2010, The State Bank entered into a Consent
Order with federal and state banking regulators that contain
provisions to foster improvement in The State Bank's earnings,
reduce nonperforming loan levels and increase capital.  The
Consent Order requires The State Bank to maintain a Tier 1 capital
to average asset ratio of a minimum of 8.0%.  It also requires The
State Bank to maintain a total capital to risk weighted asset
ratio of 12.0%.  At September 30, 2010, The State Bank had a Tier
1 capital to average assets ratio of 6.2% and a total capital to
risk-weighted assets ratio of 9.4%.  This is compared to ratios at
December 31, 2009, of a Tier 1 capital to average assets ratio of
6.2% and a total capital to risk-weighted assets ratio of 8.9%.
At September 30, 2010, The State Bank was not in compliance with
the Consent Order capital requirements.

As reported in the Troubled Company Reporter on March 22, 2010,
Crowe Horwath LLP, in Grand Rapids, Mich., 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 incurred net losses in 2009 and 2008, primarily from
higher provisions for loan losses, and non-compliance with the
higher capital requirements of the Consent Orders.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?6e95

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?6e96

                    About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.


FENTURA FIN'L: Rybar & Coffee Beanery's Shaw Join Board
-------------------------------------------------------
Fentura Financial, Inc., appointed JoAnne Shaw and Ronald Rybar to
the Company's and The State Bank's respective boards of directors.
Ms. Shaw is the founder and President of The Coffee Beanery, Ltd.
She currently serves on the Board of Directors of the Dale
Carnegie Corporation and is a member of the University of Michigan
Flint School of Management Board.  Mr. Rybar is the founder and
President of the Rybar Group, a Fenton, Michigan-based health care
consulting company.  He served in public accounting and hospital
administration roles prior to forming The Rybar Group.  He is a
graduate of Kalamazoo College. Mr. Rybar also holds an MBA Degree
from the University of Detroit.

Ms. Shaw filed a Form 3 with the Securities and Exchange
Commission disclosing that she doesn't own yet any securities in
the Company.

                    About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

Effective January 10, 2010, The State Bank entered into a Consent
Order with federal and state banking regulators that contain
provisions to foster improvement in The State Bank's earnings,
reduce nonperforming loan levels and increase capital.  The
Consent Order requires The State Bank to maintain a Tier 1 capital
to average asset ratio of a minimum of 8.0%.  It also requires The
State Bank to maintain a total capital to risk weighted asset
ratio of 12.0%.  At September 30, 2010, The State Bank had a Tier
1 capital to average assets ratio of 6.2% and a total capital to
risk-weighted assets ratio of 9.4%.  This is compared to ratios at
December 31, 2009, of a Tier 1 capital to average assets ratio of
6.2% and a total capital to risk-weighted assets ratio of 8.9%.
At September 30, 2010, The State Bank was not in compliance with
the Consent Order capital requirements.

As reported in the Troubled Company Reporter on March 22, 2010,
Crowe Horwath LLP, in Grand Rapids, Mich., 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 incurred net losses in 2009 and 2008, primarily from
higher provisions for loan losses, and non-compliance with the
higher capital requirements of the Consent Orders.


FNB UNITED: Posts $55.7 Million Net Loss in 3rd Quarter 2010
------------------------------------------------------------
FNB United Corp. reported a net loss of $55.7 million for the
third quarter of 2010, compared to a net loss of $68.3 million for
the third quarter a year ago.

Third quarter 2010 results include a $55.9 million provision for
loan losses.  For the first nine months of the year, following a
$92.8 million provision for loan losses, FNB United reported a net
loss of $85.8 million compared to a net loss of $75.7 million in
the first nine months of 2009.

The Company's balance sheet at Sept. 30, 2010, showed 2.01 billion
in total assets, $1.99 billion in total liabilities, and
stockholder's equity of $18.56 million.

"During the third quarter, nonperforming loans increased over
$61 million.  The increase in the provision was attributable
primarily to a broad reduction of real estate values securing our
collateral-dependent impaired loans, as well as increased
historical loss rates.  As a result of intensive loan review,
management believes the allowance for loan losses is adequate to
cover probable losses inherent in the loan portfolio," said R.
Larry Campbell, Interim President and CEO.

                        Regulatory Actions

CommunityONE Bank consented to the issuance of a Consent Order by
the Office of the Comptroller of the Currency on July 22, 2010,
which mandates specific actions by the Bank to address certain
findings from the OCC's examination and the Bank's current
financial condition.  The Consent Order contains various
requirements, including a capital directive, more controls on
future extensions of credit, and the Bank's development of various
programs and procedures to improve its asset quality.  The capital
directive requires the Bank to achieve and maintain minimum
regulatory capital levels in excess of the statutory minimums to
be well-capitalized.  In connection with the Consent Order, the
Bank has developed a three-year strategic plan that establishes
specific objectives, as outlined in the Consent Order, and is
awaiting OCC approval of the plan.

In addition, on October 21, 2010, FNB United Corp. entered into a
written agreement with the Federal Reserve Bank of Richmond.
Pursuant to the agreement, FNB United's board of directors agreed
to take appropriate steps to utilize fully FNB United's financial
and managerial resources to serve as a source of strength to
CommunityONE Bank, including causing the Bank to comply with the
Consent Order issued by the OCC.

Mr. Campbell stated, "The Board of Directors and management fully
agree with the Consent Order and the written agreement.  We have a
strategic capital plan that is designed to restore the capital
levels at both the holding company and the bank.  Further, FNB
United is actively working with financial advisors, third party
advisors and a team of management consultants to achieve this
objective.  We are regularly communicating with the OCC and
Federal Reserve Bank on the plans and actions being taken to
comply with capital ratios in the agreements."

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6e6a

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e6b

                         About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

The Company's balance sheet as of June 30, 2010, showed
$2.022 billion in total assets, $1.950 billion in total
liabilities, and a stockholders' equity of $72.5 million.

In its Form 10-Q for the three months ended June 30, 2010, the
Company acknowledged the existence of the certain conditions that
raise substantial doubt its ability to continue as a going
concern, including significant losses that the Company incurred in
2009 and the Bank's agreement to the issuance of a Consent Order
by the OCC, dated July 22, 2010.  In the Consent Order, the Bank
and the OCC agreed as to areas of the Bank's operations that
warrant improvement and a plan for making those improvements.


GENERAL MOTORS: $37-Mil. in Claims Settled in Third Quarter
-----------------------------------------------------------
General Motors Corp., now known as Motors Liquidation Co.,
reported to the Bankruptcy Court that during the fiscal quarter
ending September 30, 2010, they entered into 39 settlements with
claimants pursuant to the Claims Settlement Procedures Order.

Under the Settlements, the Claimants received settlement amounts
totaling $37,169,113 with respect to their allowed general
unsecured claims.

A schedule of the Claim Settlements is available for free
at http://bankrupt.com/misc/gm_3rdQClaimsSettlement.pdf

                        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: Files New Rule 2015.3 Report on Interests
---------------------------------------------------------
James Selzer, vice president and treasurer at Motors Liquidation
Company, disclosed that as of September 30, 2010, the estate of
Motors Liquidation holds a substantial or controlling interest in
127 entities, dealerships and historical operating entities.  A
list of the 127 Entities is available for free at:

  http://bankrupt.com/misc/GM_127EntitiesControllingInterest.pdf

The Entities also submitted financial statements as of the
Reporting Period, complete schedules of which are available at no
charge at:

  http://bankrupt.com/misc/GM_127EntitiesFinancialStatements.pdf

The Debtors' disclosure is in compliance with Rule 2015.3 of the
Federal Rules of Bankruptcy Procedure.

                        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: Wins Nod for Epiq as Voting Agent
-------------------------------------------------
Motors Liquidation Co. and its debtor-affiliates sought and
obtained the Court's permission to employ
Epiq Bankruptcy Solutions, LLC as their voting and solicitation
agent for publicly-held securities.

As the Debtors' voting agent, Epiq will:

  (a) advise the Debtors and their counsel regarding all
      aspects of the Joint Chapter 11 Plan of Reorganization
      solicitation to holders of publicly-held securities,
      including timing issues, solicitation issues and
      documents related to the same, and voting and tabulation
      procedures;

  (b) review the voting portions of the Disclosure Statement,
      ballots, and other documents, particularly as they may
      relate to holders of publicly held securities;

  (c) work with the Debtors to request appropriate information
      from The Depository Trust Company and the trustees under
      the public debt issues to obtain appropriate information
      necessary to solicit the votes of holders of publicly-held
      securities;

  (d) coordinate the distribution of voting documents to holders
      in "street" name of any voting securities by forwarding
      the appropriate documents and instructions to the banks
      and brokerage firms holding the securities, who in turn
      will forward it to the beneficial owners for voting and
      follow up with banks and brokers to help ensure compliance
      with Epiq's instructions;

  (e) distribute copies of the master ballots and instructions
      to the appropriate nominees so that firms may cast votes
      on behalf of beneficial owners of publicly-held securities
      and follow up with nominees to ensure compliance with
      Epiq's instructions;

  (f) prepare a certificate of service for filing with the
      Court;

  (g) handle requests for documents from parties-in-interest,
      including brokerage firms, banks, and institutional
      holders;

  (h) work with the Debtors and their counsel to establish a
      protocol for, and respond to, telephone inquiries from
      holders and nominees regarding the disclosure statement
      and the voting procedures;

  (i) if requested to do so, make telephone calls to non-
      objecting holders and nominees to confirm receipt of the
      plan documents and respond to questions about voting
      procedures;

  (j) receive and examine all ballots and master ballots cast by
      holders of bonds and date-stamp the originals of all those
      ballots upon receipt;

  (k) tabulate all ballots and master ballots received prior to
      the voting deadline in accordance with established
      procedures, and prepare a vote certification for filing
      with the Court;

  (l) complete any notice mailings to holders of securities that
      may be required apart from solicitation; and

  (m) consult as needed with respect to plan distributions to
      holders of public securities.

The Debtors will pay Epiq's professionals according to their
customary hourly rates:

  Title                                  Rate per Hour
  -----                                  -------------
  Executive Director                          $410
  Vice President                              $360
  Senior Case Manager/Senior Consultant       $300
  Case Manager                            $185 to $240
  IT Programming Consultant               $140 to $195
  Case Analyst                                $190
  Clerical                                  $40 to $65

The Debtors will also reimburse Epiq for all services rendered
and expenses incurred in connection with these Chapter 11 cases:

  (a) For acting as solicitation and information agent for
      holders in "street" name: a project fee of $15,000, plus
      $3,000 for each debt issue of public securities entitled
      to vote on the Plan; $1,500 for each debt issue not
      entitled to vote on the Plan but entitled to receive
      notice; and $7,500 for old common stock if not entitled to
      vote but entitled to receive notice;

  (b) For assembly and mailing of solicitation packages to
      registered record holders of stock and any other voting
      party: $1.75 to $2.25 per package;

  (c) For notice mailings to holders of debt and equity
      securities in "street" name: $7,500 plus $500 per cusip to
      be noticed;

  (d) For notice mailings to any registered record holders of
      securities: $0.50 to $0.65 per envelope;

  (e) To tabulate ballots: $1,000 set up fee for each tabulation
      element plus a charge of $125 per hour for labor;

  (f) For consulting services for matters including the review
      and development of materials, including the Disclosure
      Statement, Plan, ballots, and master ballots;
      participation in telephone conferences, strategy meetings,
      and the development of strategy relative to the project;
      efforts related to special balloting procedures, including
      issues that may arise during the balloting or tabulation
      process; computer programming or other project-related
      data processing services; visits to cities outside New
      York for client meetings or legal or other matters;
      efforts related to the preparation of testimony and
      attendance at court hearings; and the preparation of
      affidavits, certifications, fee applications, invoices,
      and reports: standard hourly consulting fee rates; and

  (g) Additional out-of-pocket expenses for printing,
      messengers, telephone usage, copies and postage.

Epiq will further receive a retainer of $50,000 in connection
with its engagement.

Jane Sullivan, executive vice president at Epiq --
jsullivan@epiqsystems.com -- assures the Court that Epiq has
maintained appropriate ethical walls to ensure that Epiq
professionals involved in Epiq's role as information agent to the
Official Committee of Creditors Holding Asbestos-Related Claims
are screened completely from Epiq professionals responsible for
Epiq's role as voting agent to the Debtors.  She maintains that
Epiq is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                        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: Asbestos Panel Gets OK for Epiq as Service Agent
----------------------------------------------------------------
The Official Committee of Unsecured Creditors Holding Asbestos-
Related Claims for General Motors Corp. received the U.S.
Bankruptcy Court's permission to retain Epiq Bankruptcy Solutions,
LLC as its service agent, nunc pro tunc to March 5, 2010.

As the Asbestos Committee's service agent, Epiq will:

  (a) create and maintain a Web site with general case
      information, key documents, claim search function, and
      mirror of ECF case docket;

  (b) provide state-of-the-art call center facility and
      Services;

  (c) provide confidential on-line workspace to facilitate
      permissions based and password protected simultaneous
      document sharing in connection with asset deal due
      diligence, contract and invoice review, or creation of
      contract repository, among other reasons;

  (d) prepare and serve required notices;

  (e) after service of a particular notice -- whether by regular
      mail, overnight or hand delivery, email or facsimile
      service -- file with the Clerk's office an affidavit of
      service that includes a copy of the notice involved, a
      list of persons to whom the notice was mailed and the date
      and manner of mailing;

  (f) update noticing database to reflect undeliverable or
      changed addresses; and

  (g) coordinate publication of notices in periodicals and other
      media.

Epiq's professionals will be paid according to their customary
hourly rates:

  Title                     Rate per Hour    Average Rate
  -----                     -------------    ------------
  Clerk                       $40 to $60         $50
  Case Manager (Level l)    $125 to $175        $142.50
  IT Programming Consultant $140 to $190        $165
  Case Manager (Level 2)    $185 to $220        $202.50
  Senior Case Manager       $225 to $275        $247.50
  Senior Consultant             $295            $295

The Debtors will also pay Epiq for expenses incurred.

Daniel C. McElhinney, executive director of Epiq Bankruptcy
Solutions LLC, maintains that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                        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 Could Get $45-Million Tax Break
------------------------------------------------------
General Motors Company will not have to pay $45.4 billion in taxes
on future profits, Randall Smith and Sharon Terlep of The Wall
Street Journal report, citing GM's papers filed with federal
regulators.

The Journal explains that the tax benefit is from so-called tax-
loss carry-forwards and other provisions, which would allow
companies to use losses in prior years and costs related to
pensions and other expenses to shield profits from U.S. taxes for
up to 20 years.

The Journal notes that companies that undergo a significant change
in ownership risk having major restrictions put on their tax
benefits.  The federal government's bailout of GM could have
resulted in GM having those limits put on its tax benefits, tax
experts note.

However, the federal government decided to exempt companies that
received bailout money last year under the Trouble Asset Relief
Program from that rule, the Journal says.

According to people familiar with the matter, the government
believes that the profit-shielding tax credit makes the bailed-out
companies more attractive to investors, and that the value of the
benefit is greater than the lost tax payments, especially since
the tax payments would not exist if the companies fail, the
Journal relates.

                        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: Fitch Assigns 'B-' Rating to Preferred Stock
------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B-' to General Motors
Company's new Series B mandatory convertible junior preferred
stock that is slated to be issued in conjunction with the initial
public offering of the company's common stock.  In addition, Fitch
has affirmed these ratings:

GM

  -- Issuer Default Rating at 'BB-'.

General Motors Holdings LLC

  -- IDR at 'BB-';
  -- Secured revolving credit facility rating at 'BB+'.

The Rating Outlook for GM and GM Holdings is Stable.

GM plans to issue 60 million shares of the Series B preferred
stock at public offering price of $50 per share, which will result
in total proceeds to the company of $2.9 billion after deducting
underwriting discounts, commissions and other offering expenses.
In addition, the underwriters have been given an over-allotment
option of an additional 9 million shares, which, if fully
exercised, could result in total proceeds to the company of about
$3.3 billion.  GM plans to use the funds generated by the offering
primarily to repurchase shares of its existing Series A preferred
stock held by the U.S. Treasury, as well as fund discretionary
cash contributions to the company's U.S. defined benefit pension
plans.  Shares of the Series B preferred stock will automatically
convert to shares of GM's common stock in 2013.

The 'B-' rating assigned to the Series B preferred stock
recognizes its relatively low position in the hierarchy of GM's
capital structure, with the Series B preferred stock ranking
junior both to the company's debt, as well as its existing
Series A preferred stock.  Following the expected repurchase
of $2.1 billion of Series A preferred stock held by the U.S.
Treasury, which the company plans to complete soon after the
IPO, $6.9 billion of Series A preferred stock will remain
outstanding.  In addition, pro forma for last month's repayment
of the company's voluntary employee beneficiary association notes
issued to the United Auto Workers' Retiree Medical Benefits Trust,
total balance sheet debt at Sept. 30, 2010, was $5.6 billion.  The
expected rating on the Series B preferred stock also considers the
substantial underfunded position of GM's defined benefit pension
plans, which constitutes a significant additional unsecured
obligation on the company's balance sheet.  As of Sept. 30, 2010,
GM's global defined benefit pension plans were underfunded by
$29 billion, including an underfunded position of approximately
$19 billion for the company's U.S. plans.

The IDRs for GM and GM Holdings reflect the auto manufacturer's
strong liquidity position, low leverage, improved cost structure
and increasingly competitive product portfolio.  However, the
company continues to face a number of challenges over the next
several years, including projected weak industry volume growth,
the aforementioned underfunded pension obligations and continued
cash needs tied to the restructuring of its European operations.
Along with the entire industry, GM also is confronted with an
increasingly stringent global regulatory environment that is
forcing rapid technological change and that will ultimately
necessitate a transition in the company's key product offerings.
This will pose particular challenges for GM over the intermediate
term as the company will be required to meet significantly tighter
fuel economy and emissions targets for both its cars and trucks.

Fitch may upgrade the IDRs of GM and GM Holdings in the
intermediate term if the company continues to make progress on
reducing its debt and pension obligations while producing positive
free cash flow on a sustainable basis and maintaining a strong
liquidity position.  This would most likely be accomplished by a
continued gradual improvement in automotive market conditions,
combined with the company preserving both market share and net
pricing strength in its key markets.  Conversely, Fitch may
downgrade GM's IDR if external market conditions weaken
significantly, resulting in weakened free cash flow, a decline in
cash below $20 billion for a prolonged period and, potentially, a
sustained increase in leverage.  Fitch believes this would require
a significant reversal of current market trends, however, and is
unlikely in the intermediate term unless triggered by an
unexpected event.


GRAND ARMITAGE: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Grand Armitage Triangle, LLC
        180 N. LaSalle Street, Suite 2900
        Chicago, IL 60601

Bankruptcy Case No.: 10-50738

Chapter 11 Petition Date: November 12, 2010

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

Judge: A. Benjamin Goldgar

Debtor's Counsel: Richard N. Golding, Esq.
                  THE GOLDING LAW OFFICES, P.C.
                  The Boyce Building
                  500 North Dearborn Street, Second Floor
                  Chicago, IL 60654
                  Tel: (312) 832-7885
                  Fax: (312) 755-5720
                  E-mail: rgolding@goldinglaw.net

Scheduled Assets: $1,631,208

Scheduled Debts: $1,495,384

A list of the Company's 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-50738.pdf

The petition was signed by Leon Teichner, member.


GREAT ATLANTIC: Has $89.8MM Sale-Leaseback Transaction
------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., on November 4,
2010, entered into an agreement with Winstanley Enterprises, LLC
and certain of its affiliated entities to sell six of its retail
locations for $89.8 million, exclusive of closing costs.

Winstanley agreed to purchase 100% of the Company's interest in
six Pathmark retail properties comprising approximately 329,000
square feet, located in New York, New Jersey, Pennsylvania and
Delaware.  The properties are 95% occupied and leased to A&P.

"This agreement is another step forward in our comprehensive
turnaround strategy.  We continue to analyze areas across the
business to identify ways such as these to further strengthen our
financial foundation and improve our performance," said Sam
Martin, President and CEO, A&P.

The sale-leaseback transaction with respect to five of the six
properties was closed November 9, and the transaction with respect
to the sixth property was expected to close later last week.

A copy of the sale-leaseback agreement is available at no charge
at http://ResearchArchives.com/t/s?6e8b

              About The Great Atlantic & Pacific Tea

Montvale, N.J.-based The Great Atlantic & Pacific Tea Company
(NYSE Symbol: GAP) -- http://www.aptea.com/-- is a supermarket
chain.  The Company operates 428 stores in eight states and the
District of Columbia under the following trade names: A&P,
Waldbaum's, Pathmark, Pathmark Sav-a-Center, Best Cellars, The
Food Emporium, Super Foodmart, Super Fresh and Food Basics.

The Wall Street Journal reported mid-October 2010 that A&P is
talking to financial advisors, including Lazard Ltd., Rothschild
Inc. and Moelis & Co., about reworking its debt-heavy balance
sheet.

The Company's balance sheet at September 11, 2010, showed
$2.531 billion in total assets, $3.211 billion in total
liabilities, $136.3 million in Series A redeemable preferred
stock, and a stockholders' deficit of $816.2 million.

To improve its performance and meet liquidity needs over the next
12 months, including the debt maturity of $165.0 million on June
15, 2011, the Company has completed the initial steps of a
comprehensive turnaround plan designed to strengthen liquidity and
improve operations.  As part of the liquidity initiatives, the
Company signed an agreement on September 3, 2010, for the sale of
seven non-core stores in Connecticut for $22.8 million expected to
close in early November.  The Company is also pursuing additional
financing through a new term loan, sale-leaseback transactions and
sales of additional non-core assets, as well as reviewing store
portfolio for additional opportunities.  The Company, however,
acknowledged in its quarterly report on Form 10-Q for the 12 weeks
ended September 11, 2010, that there is uncertainty regarding
whether it can complete all or a portion of these efforts and, if
these do not occur, there is substantial doubt about its ability
to continue as a going concern.


GREENBRIER COS: Earns $7.7 Million in Fiscal 4th Quarter
--------------------------------------------------------
The Greenbrier Companies reported results for its fiscal fourth
quarter ended August 31, 2010.  The Company's net earnings for the
quarter were $7.7 million compared to net earnings of $6.1 million
in the prior year's fourth quarter.

The Company's balance sheet at Aug. 31, 2010, showed $1.0 billion
in total assets, $2.63 million in revolving notes, $181.64 million
in accounts payable, $81.14 million in deferred income taxes,
$11.38 million in deferred revenue, $498.70 million in notes
payable, and stockholder's equity of $297.40 million

Results for the 2010 fourth quarter include earnings of
$11.9 million, net of tax, or $0.50 per diluted share, related
to a special non-cash item for the release of the liability
related to the 2008 deconsolidation of the Company's former
subsidiary, TrentonWorks2. Net earnings for the prior year's
fourth quarter included tax benefits of $6.8 million, or $.37
per diluted share, related to a reversal of a deferred tax
liability and deemed liquidation of a foreign subsidiary for
tax purposes.

The Company said its ended the year with $99 million of cash and
$105 million of committed additional borrowing capacity.  During
2010, the Company strengthened its balance sheet and raised net
proceeds of $52.7 million from an equity offering of 4.5 million
shares of common stock.  Net debt was reduced by $2 million during
the quarter and $76 million during the year.

A full-text copy of the annual earnings release is available for
free at http://ResearchArchives.com/t/s?6e68

                       About Greenbrier Cos.

Based in Lake Oswego, Oregon, The Greenbrier Companies Inc.
operates in three primary business segments: manufacturing,
refurbishment and parts, and leasing and services.  The
manufacturing segment, operating from four facilities in the
United States, Mexico and Poland, produces double-stack intermodal
railcars, conventional railcars, tank cars and marine vessels.
The refurbishment & parts segment performs railcar repair,
refurbishment and maintenance activities in the United States and
Mexico.  The leasing & services segment owns roughly 8,000
railcars and provides management services for roughly 225,000
railcars.

                           *     *     *

As reported by the Troubled Company Reporter on August 19, 2010,
Moody's Investors Service raised its Speculative Grade Liquidity
Rating for The Greenbrier Companies to SGL-3 from SGL-4.  At the
same time, Moody's affirmed the company's existing ratings,
including the corporate family rating of Caa1.  Greenbrier's
rating outlook is negative in consideration of the continued
sluggish demand for new railcars and the company's need to address
certain refinancing needs.


GTC BIOTHERAPEUTICS: LFB Ups "Go Private" Offer to $0.30 a Share
----------------------------------------------------------------
GTC Biotherapeutics, Inc., has entered into a Stock Purchase and
Merger Agreement with LFB Biotechnologies, S.A.S., Les Ulis,
France, pursuant to which LFB has agreed to take GTC private for
$0.30 per share.  The opening and closing prices of GTC Common
Stock on November 5, 2010 on the over the count markets were both
$0.28 per share.

The deal provides for the sale of 61,100,000 shares of GTC Common
Stock to LFB in a private placement for $0.30 per share, for an
aggregate purchase price of $18.3 million.  Following completion
of the private placement and the conversion of convertible
preferred stock of GTC owned by LFB, LFB will own at least 90% of
GTC's outstanding Common Stock.  Following the private placement,
LFB has agreed to effect a short-form merger in accordance with
Massachusetts law cashing out all minority shareholders for $0.30
per share, for an aggregate purchase price of $2.7 million.

A special committee of independent directors of the GTC Board of
Directors formed to consider the proposed transaction has
unanimously determined that transaction is advisable and in the
best interest of the Company and its shareholders, and recommended
that the full GTC Board of Directors approve this transaction.

The Agreement does not prohibit the Company from soliciting
alternative acquisition proposals from third parties or engaging
in discussions or negotiations with or providing non-public
information to third parties regarding any alternative acquisition
proposals.  The Company's Board of Directors may terminate the
Agreement and accept a superior acquisition proposal.  LFB is,
however, not obligated to dispose of any of its holdings of the
Company's securities pursuant to, or to vote any of its holdings
of the Company's securities in favor of, any alternative
acquisition proposal.  If the Company terminates the Agreement to
accept a superior acquisition proposal, the Company is required to
pay LFB a $200,000 termination fee and reimburse LFB for its
reasonable expenses incurred in connection with the transactions
contemplated by the Agreement.

In a Schedule 13D filing, LFB disclosed that it may be deemed to
beneficially own 45,136,134 shares or roughly 83.2% of the
Company's common stock.  The shares consist of 21,299,906 shares
of Common Stock, 11,500 shares of Common Stock issuable upon
conversion of 115 shares of Series D convertible preferred stock,
2,319,354 shares of Common Stock issuable upon exercise of a
warrant, 4,838,708 shares of Common Stock issuable upon the
conversion of a Secured Convertible Note issued on December 22,
2008 and 16,666,666 shares of Common Stock issuable upon the
conversion of a Secured Convertible Note issued on June 15, 2010.

A copy of the Stock Purchase and Merger Agreement with LFB is
available at no charge at http://ResearchArchives.com/t/s?6e8d

A copy of the Amendment No. 4 to Shareholder Rights Agreement is
available at no charge at http://ResearchArchives.com/t/s?6e8f

A copy of the Transaction Statement filed by GTC and LFB on
Schedule 13E-3 with the Securities and Exchange Commission is
available at no charge at http://ResearchArchives.com/t/s?6e8e

LFB's outside counsel is Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.

                    About GTC Biotherapeutics

Framingham, Mass.-based GTC Biotherapeutics, Inc. (OTC BB: GTCB)
-- http://www.gtc-bio.com/-- develops, supplies and
commercializes therapeutic proteins produced through transgenic
animal technology.  ATryn(R), GTC's recombinant human
antithrombin, has been approved for use in the United States and
Europe.

In addition to ATryn(R), GTC is developing a portfolio of
recombinant human plasma proteins with known therapeutic
properties.  These proteins include recombinant forms of human
coagulation factors VIIa and IX, which are being developed for the
treatment of patients with hemophilia, and recombinant
alpha-fetoprotein, which is being developed for the treatment of
myasthenia gravis and multiple sclerosis.

The Company's balance sheet at September 30, 2010, showed
$24.5 million in total assets, $48.2 million in total liabilities,
and a stockholders' deficit of $23.8 million.

The Company has an accumulated deficit of $333.4 million at
September 30, 2010.  The Company also has negative working capital
of $7.8 million as of September 30, 2010.  Based on the Company's
cash balance as of September 30, 2010, as well as potential cash
receipts primarily from the funding of programs under the LFB
collaboration, GTC believes its capital resources will be
sufficient to fund operations to the middle of December 2010.

As reported in the Troubled Company Reporter on March 15, 2010,
PricewaterhouseCoopers LLP, in Boston, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
January 3, 2010.  The independent auditors noted of the Company's
recurring losses from operations and limited available funds as of
January 3, 2010.


GTC BIOTHERAPEUTICS: Potential Investor Inquired, But Backed Out
----------------------------------------------------------------
GTC Biotherapeutics, Inc., revealed in a regulatory filing that in
October another potential investor had indicated that it was
interested in discussing a possible transaction.  GTC did not name
the investor, but said the potential investor was advised to
provide the special committee of the Company's Board of Directors
with a term sheet that included an immediate investment or loan to
GTC of at least $3 million.  However, no such term sheet was
received from the potential investor.

GTC also disclosed that the Special Committee engaged Caymus
Partners LLC as its exclusive financial advisor in connection with
a potential transaction whereby GTC would be taken private by LFB
Biotechnologies, S.A.S.U.

The LFB deal provides for the sale of 61,100,000 shares of GTC
Common Stock to LFB in a private placement for $0.30 per share,
for an aggregate purchase price of $18.3 million.  Following
completion of the private placement and the conversion of
convertible preferred stock of GTC owned by LFB, LFB will own at
least 90% of GTC's outstanding Common Stock.  Following the
private placement, LFB has agreed to effect a short-form merger in
accordance with Massachusetts law cashing out all minority
shareholders for $0.30 per share, for an aggregate purchase price
of $2.7 million.

The opening and closing prices of GTC Common Stock on November 5,
2010 on the over the count markets were both $0.28 per share.

Caymus Partners confirmed at a November 5 meeting with the Special
Committee that it believed that the proposed transaction with LFB
and the proposed price of $0.30 per share was fair to GTC's
shareholders from a financial point of view and confirmed that it
would deliver a written opinion to that effect.

A copy of Preliminary Materials Provided by Caymus Partners is
available at no charge at http://ResearchArchives.com/t/s?6e91

A copy of Materials Provided By Caymus Partners is available at no
charge at http://ResearchArchives.com/t/s?6e92

                    About GTC Biotherapeutics

Framingham, Mass.-based GTC Biotherapeutics, Inc. (OTC BB: GTCB)
-- http://www.gtc-bio.com/-- develops, supplies and
commercializes therapeutic proteins produced through transgenic
animal technology.  ATryn(R), GTC's recombinant human
antithrombin, has been approved for use in the United States and
Europe.

In addition to ATryn(R), GTC is developing a portfolio of
recombinant human plasma proteins with known therapeutic
properties.  These proteins include recombinant forms of human
coagulation factors VIIa and IX, which are being developed for the
treatment of patients with hemophilia, and recombinant
alpha-fetoprotein, which is being developed for the treatment of
myasthenia gravis and multiple sclerosis.

The Company's balance sheet at September 30, 2010, showed
$24.5 million in total assets, $48.2 million in total liabilities,
and a stockholders' deficit of $23.8 million.

The Company has an accumulated deficit of $333.4 million at
September 30, 2010.  The Company also has negative working capital
of $7.8 million as of September 30, 2010.  Based on the Company's
cash balance as of September 30, 2010, as well as potential cash
receipts primarily from the funding of programs under the LFB
collaboration, GTC believes its capital resources will be
sufficient to fund operations to the middle of December 2010.

As reported in the Troubled Company Reporter on March 15, 2010,
PricewaterhouseCoopers LLP, in Boston, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
January 3, 2010.  The independent auditors noted of the Company's
recurring losses from operations and limited available funds as of
January 3, 2010.


GUITAR CENTER: Moody's Cuts Corporate Family Rating to 'Caa2'
-------------------------------------------------------------
Moody's Investors Service downgraded Guitar Center Holdings,
Inc.'s Corporate Family Rating and Probability of Default Rating
to Caa2 from Caa1.  The company's SGL-3 Speculative Grade
Liquidity rating was affirmed.  The rating outlook is stable.

                        Ratings Rationale

The downgrade is a result of Guitar Center's starting to pay cash
interest on its senior unsecured PIK notes starting in April 2011.
This will significantly increase the company's cash interest
burden.  While Guitar Center's sales have begun to show signs of
improvement, Moody's does not expect the company's earnings to
improve sufficiently during 2011 such that it can fully cover its
interest expense through internally generated cash flow.  The
company will likely need to draw upon its excess cash cushion to
make its interest payments.  Thus, Moody's believes that the
company's capital structure is unsustainable over the medium term
at current levels of operating performance, and hence the
probability of a default has increased.

The Caa2 Corporate Family Rating and Probability of Default Rating
reflect Guitar Center's highly leveraged capital structure and
heavy interest burden.  Moody's views Guitar Center's capital
structure as unsustainable over the medium term at current levels
of operating performance given the sizable level of operating
income growth needed to bring leverage and coverage to more
reasonable levels.  It is unlikely that Guitar Center will be able
to sufficiently deleverage from simply growing comparable store
sales at existing stores and boosting profits.  As such, Moody's
believes that Guitar Center could voluntarily pursue a debt
restructuring or an amendment to its debt facilities on terms that
Moody's would deem to be a distressed exchange, and hence a
default.  However, Moody's also notes that Guitar Center's
liquidity is adequate and that there are no sizable debt payments
until April 2013 when the company is required to redeem a portion
of its PIK notes.  In addition, Guitar Center does not have any
debt maturities until October 2013 when its revolving credit
facility expires.

The stable outlook acknowledges that the Caa2 PDR adequately
reflects the moderately high probability of default over the
medium term.  The stable outlook also reflects Moody's opinion
that Guitar Center's operating performance will only modestly
improve and that it will maintain adequate liquidity.

Ratings downgraded and LGD point estimates changed:

For Guitar Center Holdings, Inc.:

  -- Corporate Family Rating to Caa2 from Caa1
  -- Probability of Default Rating to Caa2 from Caa1

For Guitar Center, Inc.:

  -- $650 million (now $628 million) senior secured term loan to
     Caa1 (LGD 3, 34%) from B3 (LGD 3 35%)

Ratings affirmed:

For Guitar Center Holdings, Inc.

  -- Speculative Grade Liquidity Rating at SGL-3

A higher rating would require either an absolute reduction in debt
levels or a material improvement in operating performance that
creates a capital structure that is more sustainable over the
longer term.  Quantitatively, an upgrade would require that Guitar
Center maintain EBITDA less capital expenditures to interest
expense of at least 1.0 time.  An upgrade would also require the
company to continue to maintain adequate liquidity.

Ratings could be downgraded should Guitar Center experience a
decline in earnings or liquidity or should the probability of
default increase for any reason.

The last rating action for Guitar Center was on September 15,
2008, when its Corporate Family Rating and Probability of Default
rating were downgraded to Caa1 from B3.

Guitar Center Holdings, Inc., is a holding company whose sole
asset is Guitar Center, Inc., Guitar Center, Inc., headquartered
in Westlake Village, California, is the largest musical retailer
in the Unites States.  It operates three distinct retail
businesses -- Guitar Center, Music & Arts, and Musician's Friend
(its direct response subsidiary).  Total revenue is about
$2 billion.


HAMMER CORPORATION: Case Summary & Creditors List
-------------------------------------------------
Debtor: The Hammer Corporation
          aka Innovative Candy Concepts, LLC
        3765 Atlanta Industrial Drive, N.W., Suite A
        Atlanta, GA 30331

Bankruptcy Case No.: 10-94166

Chapter 11 Petition Date: November 12, 2010

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Wendy L. Hagenau

Debtor's Counsel: Frank B. Wilensky, Esq.
                  Todd E. Hennings, Esq.
                  MACEY, WILENSKY, KESSLER & HENNINGS, LLC
                  230 Peachtree Street, NW, Suite 2700
                  Atlanta, GA 30303-1561
                  Tel: (404) 584-1200
                  Fax: (404) 681-4355
                  E-mail: smcconnell@maceywilensky.com
                          THennings@MaceyWilensky.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/ganb10-94166.pdf

The petition was signed by Armand J. Hammer, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Innovative Candy Concepts, LLC        10-94174            11/12/10


HAWKER BEECHRAFT: Reports Decrease in Net Sales in 3rd Quarter
--------------------------------------------------------------
Hawker Beechcraft Acquisition Company LLC reported net sales for
the three months ended September 30, 2010, of $594.7 million, a
decrease of $163.0 million compared to the third quarter of 2009.

The decrease was largely attributable to lower aircraft deliveries
in the Company's Business and General Aviation segment as a result
of depressed demand across the general aviation market.  During
the third quarter of 2010, the Company delivered 49 business and
general aviation aircraft compared to 64 during the same period in
2009.  Included in the third quarter 2009 results were seven King
Air aircraft delivered under the U.S. Government's Project Liberty
program.  Project Liberty deliveries are reported as part of the
B&GA segment.  Partially offsetting the decline in the B&GA
segment was increased volume in the Customer Support segment.

During the three months ended September 30, 2010, the Company
recorded an operating loss of $81.4 million, compared to an
operating loss of $721.1 million during the comparable period in
2009.  The improved operating loss versus the prior period was
primarily due to charges of $581.5 million related to asset
impairments recorded during the three months ended September 27,
2009.  A majority of the charges that occurred during the third
quarter of 2009 were recorded in the B&GA operating segment.

The Company consumed $26.8 million of cash in operations during
the three months ended September 30, 2010, as compared to the
$58.5 million generated by operations in the same period of 2009.
On September 30, 2010, the Company's cash and cash equivalents
balance was $252.6 million.

Backlog was $1.9 billion on September 30, 2010, compared to
$2.4 billion on June 27, 2010. 34.6% of the backlog at
September 30, 2010 represents orders that are expected to be
delivered at least twelve months from now.  The backlog also
includes significant orders from the U.S. Government.

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6e73

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

Hawker Beechcraft Acquisition Company LLC reported a net loss of
$63.4 million on $568.2 million of total sales for the three
months ended March 28, 2010, compared with net income of
$53.1 million on $537.6 million of sales for the three months
ended March 29, 2009.  The Company's balance sheet at March 28,
2010, showed $3.41 billion in total assets, $3.36 billion in total
liabilities, and stockholders' equity of $56.5 million.


HMP SERVICES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: HMP Services Holding Sub III, LLC
        15 Keith Hill Road, Suite 100
        Grafton, MA 01519

Bankruptcy Case No.: 10-13618

Chapter 11 Petition Date: November 8, 2010

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Mark Minuti, Esq.
                  SAUL EWING LLP
                  222 Delaware Ave, Suite 1200
                  P.O. Box 1266
                  Wilmington, DE 19899
                  Tel: (302) 421-6840
                  Fax: (302) 421-5873
                  E-mail: mminuti@saul.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/deb10-13618.pdf

The petition was signed by Paul F. Schmidt, Jr. chairman of the
board of HMP Services Holding, Inc., manager of Debtor.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
HMP Services Holding, Inc.            10-13619 11/08/10


HOLLIFIELD RANCHES: Has Access to KeyBank Cash Collateral
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Idaho has granted
Hollifield Ranches, Inc., access to cash in which KeyBank claims
an interest until December 15.

The Court will convene a hearing on December 15 at 1:30 p.m., to
consider Hollifield's further access of the cash collateral.

As of the Petition Date, the Debtor owes KeyBank $12,629,375.
KeyBank assert an interest in the Debtor's assets, including its
cash.

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

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the KeyBank postpetition lien
in the same priority and to the extent it existed prepetition and
also to the extent of the cash collateral used in all collateral
that it had an interest in prepetition.

                   About Hollifield Ranches, Inc.

Hansen, Idaho-based Hollifield Ranches, Inc., filed for Chapter 11
bankruptcy protection on September 9, 2010 (Bankr. D. Idaho Case
No. 10-41613).  Brent T. Robinson, Esq., in Rupert, Idaho,
represents the Debtor.  The Debtor estimated assets and debts at
$10 million to $50 million as of the Petition Date.


ICOP DIGITAL: Posts $1,957,900 Net Loss in September 30 Quarter
---------------------------------------------------------------
ICOP Digital, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1,957,867 on $2,555,114 of revenue for
the three months ended September 30, 2010, compared with a net
loss of $1,400,451 on $1,945,231 of revenue for the same period
last year.

The Company's balance sheet at September 30, 2010, showed
$6,701,583 in total assets, $3,313,507 in total liabilities, a
contingency liability of $1,038,000 (for potential non-cash
settlement of the lawsuit filed against the Company on August 6,
2010, by two institutional investors in the United States District
Court for the Southern District of New York), and shareholders'
equity of $2,350,076.

"The Company has incurred significant losses, negative cash flow
from operations since inception, and has no history of operating
at profitable levels.  During the nine months ended September 30,
2010, the Company incurred net losses of $4,853,875 and negative
cash flow of $980,165 and could continue to incur losses and
negative cash flow from operations in the future until product
sales are sufficient to sustain profitability.  These matters,
among others, raise substantial doubt about its ability to
continue as a going concern."

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

               http://researcharchives.com/t/s?6e93

Lenexa, Kan.-based ICOP Digital, Inc. (NASDAQ: ICOP) --
http://www.ICOP.com/-- provides mobile video solutions (i.e. in-
car video) for Law Enforcement, Military, and Homeland Security
markets, worldwide.


IMMEDIATEK INC: Posts $224,100 Net Loss in September 30 Quarter
---------------------------------------------------------------
Immediatek, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $224,101 on $705,774 of revenue for the
three months ended September 30, 2010, compared with a net loss of
$181,003 on $45 of revenue for the same period of 2009.

The Company funded its operations during the nine months ended
September 30, 2010, primarily from the income generated by
Officeware Corporation and the sale of 3,066,064 shares of Company
common stock for an aggregate purchase price of $1.0 million on
April 1, 2010.  With the Officeware merger on April 1, 2010,
operating cash flows have turned positive for the Company.
Management estimates that the Officeware merger will generate
sufficient funds from operations to fund future operating
activities.

The Company's balance sheet at September 30, 2010, showed
$5.52 million in total assets, $1.70 million in total liabilities,
$3.00 million in Series A convertible preferred stock, $500,000
Series B convertible preferred stock, and stockholders' equity of
$322,248.

As reported in the Troubled Company Reporter on August 25, 2010,
the report of the Company's independent registered public
accounting firm on its financial statements for the year ended
December 31, 2009, included an emphasis paragraph, in addition to
their audit opinion, stating that its recurring losses from
operations and substantial accumulated deficit raise substantial
doubt about its ability to continue as a going concern.

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

               http://researcharchives.com/t/s?6e7f

Irving, Tex.-based Immediatek, Inc., provides online back-up, file
storage and other web-based services for individuals, businesses
and governmental organizations.


IMPERIAL INVESTMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Imperial Investment & Development Co., LLC
        426 S. Main Street
        Milpitas, CA 95035

Bankruptcy Case No.: 10-61694

Chapter 11 Petition Date: November 11, 2010

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

Judge: Stephen L. Johnson

Debtor's Counsel: Dennis Yan, Esq.
                  LAW OFFICE OF DENNIS YAN
                  595 Market Street, #1350
                  San Francisco, CA 94105
                  Tel: (415)867-5797
                  E-mail: dennisy@yahoo.com

Scheduled Assets: $2,000,000

Scheduled Debts: $652,608

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

The petition was signed by Steven Banh, president.


INNOVATIVE CANDY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Innovative Candy Concepts, LLC
          aka The Hammer Corporation
        3765 Atlanta Industrial Drive, N.W., Suite A
        Atlanta, GA 30331

Bankruptcy Case No.: 10-94174

Chapter 11 Petition Date: November 12, 2010

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Wendy L. Hagenau

Debtor's Counsel: Frank B. Wilensky, Esq.
                  Todd E. Hennings, Esq.
                  MACEY, WILENSKY, KESSLER & HENNINGS, LLC
                  230 Peachtree Street, NW, Suite 2700
                  Atlanta, GA 30303-1561
                  Tel: (404) 584-1200
                  Fax: (404) 681-4355
                  E-mail: smcconnell@maceywilensky.com
                          THennings@MaceyWilensky.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/ganb10-94174.pdf

The petition was signed by Armand J. Hammer,
president/member/manager.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
The Hammer Corporation                10-94166            11/12/10


INTEGRATED HEALTHCHARE: Posts $4.0 Million Net Loss in Q3 2010
--------------------------------------------------------------
Integrated Healthcare Holdings, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $4.0 million on
$91.0 million of revenue for the three months ended September 30,
2010, compared with a net loss of $105,000 on $101.4 million of
revenue for the same period of 2009.

As of September 30, 2010, the Company has a working capital
deficit of $44.2 million and an accumulated deficit of
$105.3 million.

The Company's balance sheet at September 30, 2010, showed
$127.8 million in total assets, $172.0 million in total
liabilities, and a stockholders' deficit of $44.2 million.

BDO Seidman, LLP, Costa Mesa, California, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
March 31, 2010.  The independent auditors noted that the Company
has a working capital deficit and a net stockholders' deficiency
at March 31, 2010.

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

               http://researcharchives.com/t/s?6e78

Headquartered in Santa Ana, Calif., Integrated Healthcare
Holdings, Inc. (IHHI) -- http://www.ihhioc.com/-- owns and
operates four acute care hospitals and ancillary health businesses
in Orange County, California.


JETBLUE AIRWAYS: Retired Military Commander Added to Board
----------------------------------------------------------
On November 8, 2010, the Board of Directors of JetBlue Airways
Corporation increased the number of members of the Board of
Directors to eleven and appointed retired General Stanley A.
McChrystal to fill the newly created vacancy.

Gen. McChrystal was an accomplished military leader.  Gen.
McChrystal commanded the U.S. and NATO's security mission in
Afghanistan, served as the director of the Joint Staff and was the
Commander of Joint Special Operations Command, where he was
responsible for the nation's deployed military counter terrorism
efforts.

Gen. McChrystal is a graduate of the United States Military
Academy at West Point, the United States Naval Command and Staff
College and was a military fellow at both the Council on Foreign
Relations and the Kennedy School of Government at Harvard
University.  Currently the General is teaching a seminar on
leadership at the Jackson Institute for Global Affairs at Yale
University and serves alongside his wife Annie on the Board of
Directors for the Yellow Ribbon Fund, a non-profit organization
committed to helping wounded veterans and their families.

                       About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company reported $6.618 billion in total assets,
$1.126 billion in total current liabilities, $2.88 billion long-
term debt and capital lease obligations, $531 million construction
obligation, $458 million deferred taxes, and stockholders' equity
of $1.623 billion, as of Sept. 30, 2010.

                            *    *    *

JetBlue carries 'Caa1' long term corporate family and probability
of default ratings, with positive outlook, from Moody's.  It has a
'B-' long term issuer default rating, with stable outlook, from
Fitch.  It also has a 'B-' issuer credit ratings from Standard &
Poor's.


JOHN D OIL: Posts $297,500 Net Loss in September 30 Quarter
-----------------------------------------------------------
John D. Oil and Gas Company filed its quarterly report on Form
10-Q, reporting a net loss of $297,499 on $571,925 of revenue for
the three months ended September 30, 2010, compared with a net
loss of $282,918 on $839,587 of revenue for the same period last
year.

The Company's $9.5 million line of credit with RBS Citizens, N.A.
d/b/a Charter One was due August 1, 2009, and was in default.  On
August 24, 2009, Charter One received a judgment in its favor
against the Company and Richard M. Osborne, the Company's Chairman
and CEO, related to this debt.  On June 18, 2010, the Company, and
other parties, and Charter One entered into a forbearance
agreement, pursuant to which Charter One will forbear from
enforcing its rights and remedies under the Company's line of
credit, as well as the other parties' loan agreements, until
July 1, 2011, subject to no further events of default including
the payments due under the Forbearance Agreement.  The Company
does not have the available cash to repay the line of credit with
Charter One.

The Company's balance sheet at September 30, 2010, showed
$9.47 million in total assets, $12.01 million in total
liabilities, and a stockholders' deficit of $2.54 million.

As reported in the Troubled Company Reporter on April 1, 2010,
Maloney + Novotny LLP, in Cleveland, Ohio, 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 suffered recurring losses and has
$10.6 million of debt currently due and in default.

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

               http://researcharchives.com/t/s?6e88

Mentor, Ohio-based John D. Oil and Gas Company is in the business
of acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company currently has fifty-eight
producing wells.


JOSE FRANCO: Has Until November 29 to File Chapter 11 Plan
----------------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico directed Jose Manuel Colon Franco to file
a proposed Chapter Plan and an explanatory Disclosure Statement
until November 29, 2010.

Caguas, Puerto-Rico-based Jose Manuel Colon Franco, aka Cheo Colon
Franco, fdba Garaje Colon Hijo; and Ramona Arroyo Ramos, aka Monin
Arroyo, filed for Chapter 11 bankruptcy protection on June 14,
2010 (Bankr. D.P.R. Case No. 10-05189).  The Company estimated its
assets and debts at $10 million to $50 million.


JOSEPH-BETH BOOKSELLERS: Recession Prompts Chapter 11 Filing
------------------------------------------------------------
Cincinnati-based Joseph-Beth Booksellers, LLC, has filed for
Chapter 11 protection (Bankr. E.D. Ky. Case No. 10-53594).

Examiner.com reports that the filing was made after the Debtor's
parent group announced the closure of the Joseph Beth Bookseller
South Park Mall store, located at 4345 Barclay Downs Drive.

According to wkyc.com, the company is closing the Joseph-Beth
Booksellers at Legacy Village in Lyndhurst in addition to store
closing announcements in Charlotte, N.C. and Pittsburgh, Pa.,
early this month.

Recession coupled with weak sales were cited as the reasons for
the restructuring.  wkyc.com relates Joseph-Beth said continuing
challenges for the book industry; a weak economy and resulting
sales decline; along with economic forecasts for the first half of
2011, represent significant challenges to Joseph- Beth and the
entire retail industry.

"We have definitely had our struggles in the Cleveland market,"
said Neil Van Uum, the owner of The Joseph-Beth Group.  "Having
grown up in Cleveland, I still feel as if this is my home. It
breaks my heart to have to close the Legacy Village store."

Inventory liquidation sales will begin at Legacy Village this week
and continue until the stores close in December, wkyc.com adds.

Based in Lexington, Kentucky, Joseph-Beth Group is an independent
book selling firm.


JOSEPH-BETH BOOKSELLERS: Case Summary & Creditors List
------------------------------------------------------
Debtor: Joseph-Beth Booksellers, LLC
        1727 Riverside Drive
        Cincinnati, OH 45202

Bankruptcy Case No.: 10-53594

Chapter 11 Petition Date: November 11, 2010

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Judge: Tracey N. Wise

Debtor's Counsel: Ellen Arvin Kennedy, Esq.
                  DINSMORE & SHOHL
                  250 West Main Street, Suite 1400
                  Lexington, KY 40507
                  Tel: (859) 425-1020
                  E-mail: dsbankruptcy@dinslaw.com

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

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

The petition was signed by Neil Van Uum, president and chief
manager.

Debtor's List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ingram                             Trade Debt           $3,546,618
One Ingram Boulevard
La Vergne, TN 37086

Random House, Inc.                 Trade Debt             $224,809
P.O. Box 223384
Pittsburgh, PA 15251-2384

Harper Collins Publishers          Trade Debt             $194,754
P.O. Box 360846
Pittsburgh, PA 15251-6846

Baker & Taylor Entertainment       Trade Debt             $194,706

Vera Bradley Designs               Trade Debt             $174,799

Hachette Book Group USA            Trade Debt             $153,651

Penguin Putnam, Inc.               Trade Debt             $144,295

Ingram Periodicals, Inc.           Trade Debt              $95,631

MacMillan Publishing Company       Trade Debt              $86,227

Source Interlink Distribution      Trade Debt              $82,497

Simon & Schuster                   Trade Debt              $82,276

Lights Camera Interaction, Inc.    Trade Debt              $81,537

Legacy Village Investors           Trade Debt              $76,021

Green Hills Mall, LLC              Trade Debt              $74,516

Queensgate Food Service            Trade Debt              $62,893

Lexington Green Development        Trade Debt              $62,083

CLP-SPF Rookwood Pavilion          Trade Debt              $51,616

Anthem Blue Cross                  Trade Debt              $47,936

Papyrus                            Trade Debt              $45,882

Laurelwood Shopping Center         Trade Debt              $44,361

Pearson Education/Prentiss Hall    Trade Debt              $40,607

Workman Publishing Co.             Trade Debt              $40,509

Southpark Mall, LLC                Trade Debt              $34,885

Brown Trout Publishers             Trade Debt              $31,347

The Thymes Limited                 Trade Debt              $29,846

Caspari, Inc.                      Trade Debt              $29,380

Filofax Inc.                       Trade Debt              $27,433

Sysco Food Services                Trade Debt              $26,921

Trade Associates Group, Ltd.       Trade Debt              $26,645

Pomegranate Publishing             Trade Debt              $26,230


JOSEPH PERRONCELLO: Asks for Court's Nod to Use Cash Collateral
---------------------------------------------------------------
Joseph F. Perroncello seeks authority from the U.S. Bankruptcy
Court for the District of Massachusetts to use up to $110,000 of
the cash collateral securing their obligation to their prepetition
lenders.

The Debtor anticipates that he will need to use cash collateral by
November 17, 2010, to meet the expenses of maintaining and
operating his real estate holdings in the ordinary course.

Development of the North End Properties has been financed with
construction loans provided by East Boston Savings Bank in the
original committed amount of $3.7 million and $3.7 million,
respectively.  To date, the Debtor has utilized approximately
$7.4 million of the construction loan proceeds.  Except as a
result of his bankruptcy filing, the Debtor is not in default of
his obligations to EBSB, and the Debtor intends to discuss with
EBSB the terms and conditions upon which EBSB might permit the
Debtor to utilize the remaining availability of funding on the
project (approximately $2 million in total) to complete the two
projects.

The Debtor had obtained financing for his acquisition and
development of the Norfolk Avenue Properties from Boston Private
Bank in the original of $2,950,000.  The Debtor, who prepetition
had been funding the construction of improvements to the Norfolk
Avenue Properties, intends to discuss with Boston Private Bank the
terms and conditions upon which Boston Private Bank might increase
its loan to the Debtor to finance the remaining cost
(approximately $400,000) to complete the planned improvements to
the Norfolk Avenue Properties.

The Debtor has partially financed construction of the Cambridge
Crossing Apartments with a construction loan provided by Webster
Bank.  Webster Bank agreed to lend the Debtor up to $15 million to
develop the apartment complex.  The Debtor believes that Webster
Bank will assert that it is owed more than $14.5 million, secured
by a first priority mortgage on the three parcels constituting the
apartment complex.

The Debtor seeks authority to use cash collateral generated
through ownership and operation of each income producing property:
(i) to pay the expenses of ownership and operation of the Income
Producing Property, up to the amounts set forth in the Budget; and
(ii) to pay to the holder of the first priority mortgage on the
Income Producing Property, as adequate protection of the holder's
interest in the property, an amount equal to the regularly
scheduled interest payments first becoming due after the Petition
Date, as and when the interest payments become due, and, if there
are past due prepetition real property taxes due on the Income
Producing Property, to pay monthly to the applicable taxing
authority the monthly accrual of statutory interest on the tax
arrearage on the Property.

The Debtor also seeks authority to use cash collateral generated
from ownership and operation of the Norfolk Avenue Properties to
pay the expenses of such ownership and operation, as set forth in
the budget, to pay statutory interest on the tax arrearages on
such Properties, and to make the proposed payment of adequate
protection to Boston Private Bank.  A copy of the budget is
available for free at:

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

The Debtor also seeks authority to use cash collateral generated
from ownership and operation of the Cambridge Crossing Apartments
to pay the expenses of the ownership and operation, to pay
statutory interest on the tax arrearages on the property, and to
pay any remaining revenues in excess of the expenses to Webster
Bank as adequate protection of its interest in the Cambridge
Crossing Apartments.

The Debtor seeks authority to use excess cash collateral generated
from ownership and operation of the Income Producing Properties:
(i) to pay Boston Private Bank the amount of any shortfall in its
proposed adequate protection payment resulting from insufficient
cash flow from the Norfolk Avenue Properties, (ii) to pay the
expenses of ownership of the North End Properties, and proposed
adequate protection to East Boston Savings Bank on account of its
interest in the of the North End Properties, up to the amounts set
forth in the Budget, and (iii) to pay prepetition, past-due real
property taxes on the Properties, in such amounts as the Debtor
may determine, in order to minimize the continued accrual of
statutory interest on such taxes and to provide additional
adequate protection of Secured Lenders' respective interests in
the affected Properties.

In addition to the proposed Adequate Protection Payments and tax
arrearage payments, the Debtor proposes, as additional adequate
protection for any diminution in the value of a secured lender's
prepetition collateral resulting from the Debtor's post-petition
use of the secured lender's cash collateral, that each secured
lender be granted post-petition replacement liens in those assets
generated in the postpetition period that would have, absent the
Chapter 11 filing, constituted collateral subject to the secured
lender's perfected, prepetition liens and security interests,
which post-petition liens will have the same priority as the
secured lender's prepetition liens.

The Debtor will deposit all post-petition revenues from operation
of the Properties into the Business DIP Account, and will account
for all funds so deposited on a Property-by-Property basis using
cash accounting software.

                    About Joseph F. Perroncello

Boston, Massachusetts-based Joseph F. Perroncello has been engaged
in the business of real estate development and management,
including the development of twenty-five residential and mixed-use
projects in various Boston and Cambridge neighborhoods since 1983.
He filed for Chapter 11 bankruptcy protection on November 3, 2010
(Bankr. D. Mass. Case No. 10-22064).  Richard A. Mestone, Esq., at
Mestone Hogan LLC, assists the Debtor in his restructuring effort.
The Debtor estimated his assets at $50 million to $100 million and
debts at $10 million to $50 million.


JOSEPH PERRONCELLO: Court Extends Filing of Schedules Until Dec. 6
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
extended, at the behest of Joseph F. Perroncello, to extend the
deadline for the filing of schedules of assets and liabilities,
statement of financial affairs, statement of current monthly
income Form B 22B, and statement of attorney compensation until
4:30 p.m. on December 6, 2010.

Due to the complexity of the Debtor's bankruptcy case in that
there are multiple properties (approximately 37 mixed use
residential, retail, office, and industrial/commercial) within
multiple trusts and limited liability companies with an estimated
value in excess of $67,000,000, encumbered by mortgages totaling
upwards of $42,000,000 and to which the Debtor has a beneficial
interest less than 100%, the Debtor needs the additional time to
ensure the Schedules and Statement of Financial Affairs' accuracy
and feasibility and to do so requires the additional time to
gather the information and documentation from multiple sources and
for the documentation to be reviewed by Debtor's accountants and
counsel.

Boston, Massachusetts-based Joseph F. Perroncello has been engaged
in the business of real estate development and management,
including the development of twenty-five residential and mixed-use
projects in various Boston and Cambridge neighborhoods since 1983.
He filed for Chapter 11 bankruptcy protection on November 3, 2010
(Bankr. D. Mass. Case No. 10-22064).  Richard A. Mestone, Esq., at
Mestone Hogan LLC, assists the Debtor in his restructuring effort.
The Debtor estimated his assets at $50 million to $100 million and
debts at $10 million to $50 million.


JOSEPH PERRONCELLO: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joseph F. Perroncello has filed with the U.S. Bankruptcy Court for
the District of Massachusetts an amended list of its 20 largest
unsecured creditors:

   Entity                       Nature of Claim       Claim Amount
   ------                       ---------------       ------------
Stephen Finn
331 Beacon Street #5
Boston, MA 02116                 Partner Buyout          $700,000

Aaxiom Construction Services
2 Bert Drive Unit 3              Construction
West Bridgewater, MA 02379       Services                 $39,000

Nstar
Commercial Accounts
P.O. Box 4508
Woburn, MA 01888                 Utilities                $25,000

Lowes                            Guarantor                $24,245

Sean Farrell Excavation          Construction Services    $18,000

The Home Depot                   Credit Account           $16,391

Boston Water & Sewer Commission  Utilities                $13,426

Verizon                          Utilities                $11,937

Kone Elevator                    Elevator Services         $8,800

American Express                 Open Account              $8,413

Boston Water & Sewer Commission  Utilities                 $7,423

ATS Equipment                    Excavation Rental         $5,500

Nstar Electric                   Utilities                 $4,467

Nstar                            Utilities
                                 (20 Parmenter St)         $3,200

Barclays Bank Delaware           Open Account              $2,771

Nstar                            Utilities
                                 (135 Beacon St)           $2,700

Nstar                            Utilities
                                 (472 Commonwealth Ave.)   $2,200

Nstar                            Utilities
                                 (120 Milk St)             $2,000

Boston Water & Sewer Commission  Utilities                  $1,584

Nstar                            Utilities
                                 (120 Milk St)              $1,500

As reported in the Troubled Company Reporter on November 9, 2010,
the Debtor disclosed 21 largest unsecured creditors.  The old list
included:

   Entity                       Nature of Claim       Claim Amount
   ------                       ---------------       ------------
Christoher Browery, Trustee        Condo Fees              $20,000
City Of Cambridge                  Real Estate Taxes      $157,957
Pilgrim Bank                       Mortgage               $173,400
East Boston Savings Bank           Mortgage             $2,338,849
Eastern Bank                       Mortgage                $62,937

Boston, Massachusetts-based Joseph F. Perroncello has been engaged
in the business of real estate development and management,
including the development of twenty-five residential and mixed-use
projects in various Boston and Cambridge neighborhoods since 1983.
He filed for Chapter 11 bankruptcy protection on November 3, 2010
(Bankr. D. Mass. Case No. 10-22064).  Richard A. Mestone, Esq., at
Mestone Hogan LLC, assists the Debtor in his restructuring effort.
The Debtor estimated his assets at $50 million to $100 million and
debts at $10 million to $50 million.


JOSEPH PERRONCELLO: Section 341(a) Meeting Scheduled for Dec. 13
----------------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of Joseph F.
Perroncello's creditors on December 13, 2010, at 1:00 p.m.  The
meeting will be held at Suite 1055, U.S. Trustee's Office, John W.
McCormack Federal Building, 5 Post Office Square, 10th Floor,
Boston, Massachusetts.

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.

Boston, Massachusetts-based Joseph F. Perroncello has been engaged
in the business of real estate development and management,
including the development of twenty-five residential and mixed-use
projects in various Boston and Cambridge neighborhoods since 1983.
He filed for Chapter 11 bankruptcy protection on November 3, 2010
(Bankr. D. Mass. Case No. 10-22064).  Richard A. Mestone, Esq., at
Mestone Hogan LLC, assists the Debtor in his restructuring effort.
The Debtor estimated his assets at $50 million to $100 million and
debts at $10 million to $50 million.


JOSEPH PERRONCELLO: Taps Mestone Hogan as Bankruptcy Counsel
------------------------------------------------------------
Joseph F. Perroncello asks for authorization from the U.S.
Bankruptcy Court for the District of Massachusetts to employ
Mestone Hogan LLC as bankruptcy counsel.

Mestone Hogan will, among other things:

     a. advise the Debtor with respect to drafting and proposing a
        plan of reorganization and any other matters relevant to
        the formulation and negotiation of such a plan or plans or
        reorganization in the Debtor's bankruptcy case;

     b. represent the Debtor at all hearings and matters
        pertaining to his affairs as a debtor and debtor-in-
        possession;

     c. prepare applications, motions, answers, orders, reports,
        and other pleadings and other documents, and review all
        financial and other reports filed in this Chapter 11 case;
        and

     e. review and analyze the nature and validity of any liens
        asserted against the Debtor's property and advise the
        Debtor concerning the enforceability of the liens.

Mestone Hogan will be paid based on the rates of its
professionals:

        Richard A. Mestone, Esq.                     $275
        Thomas J. Hogan, Esq.                        $250
        Paralegals and Law Clerks                    $100
        Steven J. Marullo, Esq., Of Counsel          $350
        A. Davis Whitesell, Esq., Of Counsel         $350
        Arthur M. Capozzo, Esq., Of Counsel          $300

Richard A. Mestone, Esq., a principal of Mestone Hogan, assures
the Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Boston, Massachusetts-based Joseph F. Perroncello has been engaged
in the business of real estate development and management,
including the development of twenty-five residential and mixed-use
projects in various Boston and Cambridge neighborhoods since 1983.
He filed for Chapter 11 bankruptcy protection on November 3, 2010
(Bankr. D. Mass. Case No. 10-22064).  The Debtor estimated his
assets at $50 million to $100 million and debts at $10 million to
$50 million.


J.S. WESTON'S: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: J.S. Weston's, Inc.
        985 Gulf Boulevard
        Englewood, FL 34223

Bankruptcy Case No.: 10-27273

Chapter 11 Petition Date: November 11, 2010

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

Debtor's Counsel: Rodney L. Salvati, Esq.
                  245 Tamiami Trail, North, Suite C-1
                  Venice, FL 34285
                  Tel: (941) 484-2255
                  Fax: (941) 484-5760
                  E-mail: rodneylsalvati@rodneysalvatilawoffice.com

Scheduled Assets: $12,882,561

Scheduled Debts: $8,945,052

A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-27273.pdf

The petition was signed by Deborah L. Weston, president.


JUMA TECHNOLOGY: Posts $2 Million Net Loss in Third Quarter
-----------------------------------------------------------
Juma Technology Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $2.07 million on $2.33 million of sales
for the three months ended Sept. 30, 2010, compared with a net
loss of $2.75 million on $1.89 million of sales for same period a
year ago.

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

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e76

As reported in the Troubled Company Reporter on April 5, 2010,
Seligson & Giannattasio, LLP, in White Plains, N.Y., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company has incurred significant recurring
losses.

                      About Juma Technology

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


K & N CONTRACTING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: K & N Contracting, Inc.
        P.O. Box 607
        Elkview, WV 25071

Bankruptcy Case No.: 10-21092

Chapter 11 Petition Date: November 8, 2010

Court: United States Bankruptcy Court
       Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: Joe M. Supple, Esq.
                  SUPPLE LAW OFFICE PLLC
                  801 Viand Street
                  Point Pleasant, WV 25550
                  Tel: (304) 675-6249
                  Fax: (304) 675-4372
                  E-mail: supplelawoffice@yahoo.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/wvsb10-21092.pdf

The petition was signed by Kenneth E. Newhouse, president.


LAMBERTO COLON: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lamberto M. Colon
        16633 Estella Drive
        Cerritos, CA 90701

Bankruptcy Case No.: 10-58579

Chapter 11 Petition Date: November 12, 2010

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

Judge: Thomas B. Donovan

Debtor's Counsel: Rachel S. Ruttenberg, Esq.
                  LAW OFFICES OF MARK E. GOODFRIEND
                  16255 Ventura Boulevard, Suite 205
                  Encino, CA 91436
                  Tel: (818) 783-8866
                  Fax: (818) 783-5445
                  E-mail: rruttenberg@gmail.com

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

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

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-58579.pdf


LAS VEGAS SANDS: S&P Raises Corporate Credit Rating to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on the Las Vegas Sands Corp. family of companies to 'BB-'
from 'B'.  The rating outlook is stable.  Aside from Las Vegas
Sands Corp., the LVSC family of companies includes Las Vegas Sands
LLC, its Venetian Casino Resort LLC subsidiary, and affiliate VML
U.S. Finance LLC.  All issue-level ratings were also raised by two
notches in conjunction with the corporate credit rating upgrade.
S&P's recovery ratings on the company's rated debt issues remain
unchanged.

"The rating upgrade primarily reflects much stronger-than-
anticipated operating performance at the Marina Bay Sands property
in Singapore, which posted approximately $238 million in adjusted
EBITDA during the quarter ended Sept. 30, 2010," explained
Standard & Poor's credit analyst Ben Bubeck.

The strong ramp-up of cash flows at this property has bolstered
LVSC's liquidity profile and strengthened overall credit measures.
While it is difficult to determine what level of cash flow
generation is sustainable at this point, it is clear that there is
sufficient demand in the region to support Singapore ranking among
the largest gaming markets in the world.  S&P is incorporating an
expectation for this property to generate EBITDA in excess of
$600 million during 2010 and approximately $1.1 billion in 2011
into the rating--both substantially above S&P's previous
assumptions.  The remainder of the company's portfolio of
properties has also exceeded its previous expectations and, based
on its updated operating outlook for each of the company's other
properties (outlined below), S&P believes that credit measures
will quickly improve to levels in line with the higher rating.

While a continuation of recent performance trends would likely
result in credit measures supportive of an even higher rating over
the intermediate term, S&P's stable outlook reflects that LVSC has
a track record of making significant debt-funded capital
investments pursuing growth opportunities in new gaming markets.
While S&P believes the company will likely continue to demonstrate
a good level of success in these ventures, S&P also believe that
management's appetite for additional large-scale new market
developments is unlikely to diminish.  In S&P's view, this will
weigh on the company's financial risk profile until there is
greater clarity regarding future development projects, and it is
likely to limit additional rating upside.

The 'BB-' corporate credit rating reflects LVSC's significant
consolidated funded debt burden of over $10 billion; an aggressive
development pipeline, with capital expenditures totaling
approximately $4.3 billion in 2010 and 2011; and the high levels
of competition in the company's markets.  Still, the very strong
opening in Singapore has positioned the company with a leading
presence in three of the largest gaming markets in the world and
has rapidly improved credit measures.  Also tempering the negative
rating factors are LVSC's manageable debt maturities over the next
few years as a result of meaningful debt repayment and the
successful amend-and-extend transaction completed earlier this
year and the company's potential to generate substantial cash
proceeds through the sale of noncore assets.

When assessing LVSC's credit quality, S&P considers the
consolidated entity, despite the distinct financing structures at
LVSC and its U.S., Macau, and Singapore subsidiaries.  S&P deem
the strategic relationship between the parent and each subsidiary
as an important factor bearing on the credit quality of the
overall consolidated entity.  However, the notching of S&P's
issue-level ratings from the corporate credit rating, based on its
particular recovery rating for each individual issue, recognizes
the distinct financing structures.


LEWIS LIPSCOMB: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lewis N. Lipscomb, Jr.
        11 Far Street
        Poquoson, VA 23662

Bankruptcy Case No.: 10-52064

Chapter 11 Petition Date: November 9, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Newport News)

Judge: Frank J. Santoro

Debtor's Counsel: Karen M. Crowley, Esq.
                  CROWLEY, LIBERATORE, & RYAN, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  E-mail: kcrowley@clrfirm.com

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

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/vaeb10-52064.pdf


LOEHMANN'S HOLDINGS: Files for Bankruptcy in New York
-----------------------------------------------------
Loehmann's Holdings Inc. and its units filed for Chapter 11
protection in Manhattan on November 15 (Bankr. S.D.N.Y. Lead Case
No. 10-16077), with a soon-to-be-filed reorganization plan to
reduce debt by $115 million.

Loehmann's said it intends to emerge from bankruptcy quickly and
will maintain viable and competitive business operations going
forward.

The Loehmann's entities, which include Loehmann's Capital Corp.,
said they have commenced voluntary "pre-negotiated" Chapter 11
proceedings after reaching agreement with Whippoorwill Associates,
Inc., as agent for its discretionary funds and accounts, which
represents approximately 70% of its senior secured notes, and its
equity sponsor, Istithmar World, on the framework of a
restructuring plan that will substantially reduce the Company's
debt and recapitalize its balance sheet.

The supporting noteholders have agreed, among other things, to
vote in favor of the Company's pre-negotiated plan and exchange
their notes for common equity. In addition, Istithmar World and
Whippoorwill have agreed, subject to the satisfaction of certain
conditions, to invest an aggregate amount of $25 million in the
Company upon its emergence from Chapter 11 in the form of a
convertible preferred equity stake.

Upon de-leveraging its balance sheet through the comprehensive and
financial restructuring under the Plan, Loehmann's will be able to
"right-size" and capitalize on its strategic initiatives going
forward, while preserving approximately 1,900 jobs and the
Loehmann's brand that has been a fixture in the retail industry
for 89 years.

                        Road to Bankruptcy

In May 1999, Loehmann's filed for Chapter 11 bankruptcy protection
in Delaware due to a combination of overexpansion and declining
sales when it was suffering losses.  Loehmann's emerged from
bankruptcy in October 2000, shedding 25 stores in the process.
Loehmann's Holdings was created upon the company's emergence from
bankruptcy.

In July 2006, 100% of the common stock of Loehmann's Holdings was
acquired by Istithmar Retail Investments in a transaction valued
at $300 million.  Istithmar and its affiliates comprise a Dubai,
United Arab Emirates-based alternative investment firm focusing on
private equity, real estate and other alternative investments.

Joseph Melvin, chief operating officer and chief financial officer
of Loehmann's, relates that over the past several years,
Loehmann's has been implementing strategic and operational
initiatives that had initially yielded positive results --
Loehmann's gross profit increased $7.9 million from $168.2 million
in fiscal year 2008 to $176.1 million in fiscal year 2009, and
gross profit percentage improved to 41.7% compared to 37.1% in the
prior fiscal year.  "Notwithstanding these initiatives, the
decline in economic conditions in several markets in which
Loehmann's stores are concentrated, mainly California, the
Northeast, Midwest and Florida, has had an adverse effect on
Loehmann's financial condition and results of operations," Mr.
Melvin said.

According to Mr. Melvin, the significant decline over the last 12
months in macroeconomic conditions in several of the markets in
which Loehmann's stores are concentrated, mainly California, the
Northeast, Midwest and Florida, has had an adverse effect on
Loehmann's financial condition and results of operations.

Moreover, on April 6, 2010, the New York Post erroneously reported
that Loehmann's had missed an interest payment on its debt the
week prior thereto and that "[s]uppliers to the off-price clothing
chain have begun to withhold shipments to stores as concerns mount
about the retailer's shaky finance."  Although this report was
completely false, it served as a catalyst that resulted in certain
suppliers holding back crucial merchandise shipments, according to
Mr. Melvin.

In addition, Loehmann's has been faced with declining sales in a
poorly performing domestic economy, as well as the financial
constraints resulting from a highly leveraged capital structure.
Loehmann's net sales have decreased $30.4 million, or 6.7%, from
$452.5 million in fiscal year 2008 to $422.2 million in fiscal
year 2009.

In September 2010, Loehmann's reached an agreement in principle
with Istithmar and Whippoorwill Associates, Inc., as agent for the
noteholders, to pursue a financial restructuring that would
significantly reduce the Debtors' outstanding debt through either
(i) an exchange offer and consent solicitation to allow for the
incurrence of $10 million in additional debt, to allow for the
closing of up to 15 stores in the next 12 months, and to exchange
the outstanding notes for newly-issued notes that would have a new
maturity date of October 2014 or (ii) a Chapter 11 plan.  The
proposed restructuring, however, was not supported by Plainfield
Capital Asset Management.  Because the Exchange Offer did not
achieve the requisite 97% acceptance for the exchange of the
Notes; however, the Exchange Offer was not consummated.

                        The Chapter 11 Plan

To evidence their support of the Debtors' restructuring,
Loehmann's, its key supporting secured noteholders and Istithmar,
its prepetition equity sponsor, executed a Restructuring Support
Agreement and Investment Commitment Letter prior to the filing of
the Chapter 11 cases.

The term sheet attached to the Restructuring Support Agreement
sets forth the essential terms for the proposed joint Chapter 11
plan of reorganization, which is expected to be filed shortly.

The Plan will provide for, among other things, the discharge of
claims and liens against the Debtors, the cancellation of all
existing common stock in Loehmann's Holdings Co., and the issuance
of (i) new common stock and (ii) new convertible preferred equity
in reorganized Loehmann's Holdings.

Under the terms of the Restructuring Support Agreement, the
Supporting Secured Noteholders have agreed, among other things, to
vote in favor of the Plan and exchange their Notes for New Common
Stock.

In addition, Istithmar and Whippoorwill have agreed to invest an
aggregate amount of $25 million in the Company upon its emergence
from Chapter 11 in the form of New Convertible Preferred Equity.

Holders of Class A Notes would receive approximately 42.4% of the
reorganized equity, holders Class B Notes will receive 8.6% of the
reorganized equity in reorganized Loehmann's Holdings and
Istithmar and Whippoorwill will receive 49.1% of the reorganized
equity, all on a fully converted basis, subject to dilution for
any new equity issued as part of a management incentive plan.

The recovery to unsecured creditors is not estimated at this time
pending the filing of claims by such creditors.  The distributions
to be provided to holders of allowed unsecured claims shall be
funded from the proceeds of the New Investment.

Upon emergence from Chapter 11 and consistent with the
Restructuring Support Agreement, Reorganized Loehmann's will enter
into a senior secured credit facility in the amount of up to $40
million to be negotiated and to be reasonably satisfactory to
Loehmann's, Istithmar, and each of the Supporting Noteholders.

Loehmann's proposed new capital structure, a $40 Million Exit
Facility and equity classes, will represent a reduction of the
Debtors' outstanding debt by approximately $115 million.

According to Mr. Melvin, the Debtors' re-capitalization under the
Plan represents the best recovery for the holders of the Notes,
and Loehmann's creditors in general, because no third-party
financial or strategic investor would have made a proposal to (i)
purchase the company in a transaction in a manner that would have
adequately satisfied or redeemed the Notes, or (ii) alternatively,
make an equity investment on a pari passu basis that would have
yielded as a high a recovery for the converted Note claims,
without diluting the value of their respective equity stake in
reorganized Loehmann's.

The Commitment Letter for the New Investment Agreement requires
the Debtors to:

   -- file the Chapter 11 plan within 30 days after the Petition
      Date;

   -- obtain approval of the disclosure statement explaining the
      Plan within 30 days after the Petition Date.

   -- win confirmation of the Plan on or before March 1, 2011; and

   -- have the plan declared effective by March 15, 2011.

"We look forward to working constructively through this process
and achieving a consensual restructuring," said Andy Watson,
Istithmar World's acting chief executive, in a prepared a
statement, according to Kristina Dos at Dow Jones Newswires.

A full-text copy of the Restructuring Support Agreement is
available for free at http://bankrupt.com/misc/Loehmanns_RSA.pdf

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

                      $45-Mil. DIP Financing

Loehmann's' prepetition senior secured working capital lender,
Crystal Financial LLC, has agreed to provide the Debtors with a
$45 million debtor-in-possession credit facility to finance the
Debtors' operations pending confirmation of the Plan.

The DIP financing will be used by Loehmann's to support their
working capital requirements and other general corporate purposes
as well as to satisfy the costs attendant to these Chapter 11
cases.

                           Right-Sizing

The Company is currently projecting comparable store sales to
decrease by 6.9% for fall 2010, increase by 4.5% for fiscal year
2011 and increase 3.5% for each of fiscal years 2012 and 2013.
Gross margin is projected to be 39% in fall 2010 and 38% in each
of fiscal year 2011, 2012 and 2013.  SG&A as a percent of revenue
is projected to be 42% for fall 2010, 38% for fiscal year 2011,
37% for fiscal year 2012 and 36% for fiscal year 2013.

The marketing plan for fiscal year 2011 and beyond includes
several efforts to obtain new customers as well as retain existing
customers, including online advertising and website improvements
in addition to the Loehmann's historical direct mail focused
marketing efforts.

In the last twelve months the Company has closed underperforming
stores, including seven in November, 2010.  Loehmann's will also
focus on other cost savings initiatives including streamlining
store operations and eliminating corporate overhead costs by
reducing headcount.

Accordingly, included in the "first day" motions is a request to
reject nine unexpired leases in order to avoid incurring
administrative rent and other charges for stores that the Debtors
determined were non-profitable and have been closed upon the
conclusion of inventory clearance sales.

                       First Day Hearing

According to Bloomberg News, at a court hearing on November 15,
U.S. Bankruptcy Judge Robert Gerber said he would approve a
portion of a $45 million loan Loehmann's will use during its
bankruptcy case.

The financing includes a rollup of $30 million of prebankruptcy
debt into post-bankruptcy debt, Frank A. Oswald, Esq., at Togut,
Segal & Segal, LLP, said.

Judge Gerber said he would sign an order approving the financing
after criticizing many of its terms, including a group of
milestones that require Loehmann's to win court approval of its
restructuring plan by Feb. 7.  He called the deadlines "a very
aggressive schedule."

"I don't like my debtors starting Chapter 11 with guns to their
heads," the judge said.  Loehmann's attorneys said the terms were
the best the retailer could negotiate and that the milestones were
achievable.  "We need to get this company in and out just as
quickly as we can," Mr. Oswald said.

                     About Loehmann's Holdings

Loehmann's, founded 90 years ago, is a discount retailer, selling
clothes from brands such as Michael Kors, Calvin Klein and Donna
Karan.  It has 1,900 employees and operate 48 stores in
major metropolitan areas located in 13 states and the District of
Columbia.

Frank A. Oswald, Esq., Brian F. Moore, Esq., James J. Lee, Esq.,
and Naomi C. Moss, Esq., at Togut, Segal & Segal, LLP, in New
York, serve as counsel to the Debtors.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Company has
also hired Perella Weinberg Partners as its investment banking
financial advisor, and Clear Thinking Group as operational
consultants to assist in its restructuring efforts.


LOEHMANN'S HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Loehmann's Holdings, Inc.
        2500 Halsey Street
        Bronx, NY 10461

Bankruptcy Case No.: 10-16077

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                 Case No.
     ------                                 --------
     Loehmann's Inc.                        10-16078
     Loehmann's Operating Co.               10-16079
     Loehmann's Real Estate Holdings, Inc.  10-16080
     Loehmann's Capital Corp.               10-16081

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

Chapter 11 Petition Date: November 15, 2010

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

Bankruptcy Judge: Robert E. Gerber

Debtors'
Counsel:          Frank A. Oswald, Esq.
                  TOGUT, SEGAL & SEGAL LLP
                  One Penn Plaza
                  New York, NY 10119
                  Tel.: (212) 594-5000
                  E-mail: frankoswald@teamtogut.com

Debtors'
General
Bankruptcy
Counsel:          TOGUT, SEGAL & SEGAL, LLP

Debtors'
Investment
Banker and
Financial
Advisor:          PERELLA WEINBERG PARTNERS LP


Debtors'
Restructuring
Adviser:          CLEAR THINKING GROUP LLC

Debtor's
Special
Corporate
Counsel:          TROUTMAN SANDERS LLP

Debtors'
Claims and
Notice Agent:     KURTZMAN CARSON CONSULTANTS LLC

Estimated Assets: $100 million to $500 million

Estimated Debts : $100 million to $500 million

The petition was signed by Joseph Melvin, chief financial
officer/chief operating officer.

Debtor's List of 30 Largest Unsecured Creditors:

Entity/Person                 Nature of Claim      Claim Amount
-------------                 ---------------      ------------
G III LADIES DIVISION                                $774,798
PO Box 24292
New York, NY
10087

TAHARI LTD                                           $580,939
PO Box 200799
Pittsburgh, PA
90057

URBAN OUTFITTERS                                     $569,438
209 West 38th Street
New York, NY
10018

JUICY COUTURE                                        $519,131

REPUBLIC CLOTHING CORP                               $509,240

U.S. OUTLET INC                                      $452,082

STEVE MADDEN/STEVEN                                  $422,036

SCENT OF WORTH                                       $383,569

CALVIN KLEIN OUTERWEAR                               $374,001

VICTORINOX                                           $317,037

LUCCA                                                $310,837

ALTERNATIVE                                          $307,560

JUST CYNTHIA                                         $304,428

MODERN SHOE COMPANY                                  $300,210

FEDERAL REALTY LP                                    $291,474

LEVY GROUP                                           $266,776

POUR LA VICTOIRE-PLV                                 $264,884
STU

PLANET GOLD                                          $254,772

MICHAEL KORS LLC                                     $235,752

KERSH/IFL INC.                                       $233,554

CRM PROPERTIES                                       $212,313

LISTEFF FASHIONS INC                                 $211,332

NATIONAL RETAIL                                      $205,562
CONSOLIDATORS

ACCESSORY NETWORK                                    $199,586
GROUP

SEVEN LICENSING                                      $197,807
COMPANY

ADRIANNA PAPELL                                      $196,413

MAX MARA                                             $196,229

KEYSTONE FREIGHT                                     $194,261
CORP

CALVIN KLEIN                                         $191,577
UNDERWEAR

INTERNATIONAL                                        $188,788
ACCESSORIES


LONE WOLF: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Lone Wolf Ranch, LLC
        312 E. 233rd St
        Cleveland, MO 64734

Bankruptcy Case No.: 10-45996

Chapter 11 Petition Date: November 9, 2010

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Dennis R. Dow

Debtor's Counsel: Donald E. Bucher, Esq.
                  GOULD THOMPSON & BUCHER
                  1441 E. 104th St., Suite 100
                  Kansas City, MO 64131
                  Tel: (816) 943-0010
                  Fax: (816) 943-0016
                  E-mail: DonBucher@gtb-law.com

Scheduled Assets: $1,014,650

Scheduled Debts: $1,728,565

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

The petition was signed by David C. DeFeo, managing member.


M LINE HOLDINGS: Kabani & Company Raises Going Concern Doubt
------------------------------------------------------------
M Line Holdings, Inc., filed on November 12, 2010, its annual
report on Form 10-K for the fiscal year ended June 30, 2010.

Kabani & Company, Inc., in Los Angeles, California, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a working capital deficit at June 30, 2010, and has sustained
a net loss for the year ended June 30, 2010.  Further, the Company
is not current in respect of its obligations to financial
institutions.

The Company reported a net loss of $1.71 million on $6.21 million
of revenue for fiscal 2010, compared with a net loss of
$2.26 million on $9.65 million of revenue for the same period of
2009.

The Company's balance sheet at September 30, 2010, showed
$2.86 million in total assets, $2.84 million in total liabilities,
and a stockholders' deficit of $23,884.

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

               http://researcharchives.com/t/s?6e7a

Tustin, Calif.-based M Line Holdings, Inc., provides services and
products to the machine tool industry, including the sale of new
and refurbished pre-owned computer numerically controlled (CNC)
machines and the manufacture of precision metal components.


MARINA BIOTECH: Posts $7.4 Million Net Loss in September 30 Qtr.
----------------------------------------------------------------
Marina Biotech Inc. reported that net loss for the third quarter
of 2010 was approximately $7.4 million compared to approximately
$7.0 million for the same period of 2009.  For the nine months
ended September 30, 2010, net loss was approximately $21.0 million
compared to net loss of $7.3 million the same period of 2009.

"In the coming weeks, we expect to join a handful of clinical
stage RNAi therapeutics companies with the initiation of our Phase
1 trial for Familial Adenomatous Polyposis," stated J. Michael
French, President and Chief Executive Officer of Marina Biotech.
"This is a significant accomplishment for Marina Biotech and
places us on a path which may allow us to bring this product to
market as early as 2014.  We expect to report results from the
dose escalation phase by the 3rd quarter of 2011.  We also plan to
identify additional therapeutic indications which capitalize on
the strengths of the tkRNAi platform and rapidly move novel RNAi-
based therapeutics into the clinic to treat those diseases."

Mr. French continued, "Our partnering efforts continue with
several on-going collaboration and licensing discussions.  These
discussions support our expectation that we can close two
transactions in the coming months and are working diligently to
make that happen.  We recently raised money to ensure we had
sufficient capital to meet all our obligations related to the
initiation of the Phase 1 trial of CEQ508 and to continue to
produce the high quality research necessary to complete our
anticipated partnerships.  We have much to accomplish in the
coming weeks to meet our year end projections and drive
shareholder value.  I feel confident that we can achieve these
objectives."

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6e75

                       About Marina Biotech

Bothell, Wash.-based Marina Biotech, Inc. (Nasdaq: MRNA)
-- http://www.marinabio.com/-- is a biotechnology company,
focused on the development and commercialization of therapeutic
products based on RNA interference (RNAi).  The Marina Biotech
pipeline currently includes a clinical program in Familial
Adenomatous Polyposis (a precancerous syndrome) and two
preclinical programs-in hepatocellular carcinoma and bladder
cancer.

The Company's balance sheet as of June 30, 2010, showed
$6.6 million in total assets, $19.8 million in total liabilities,
and a stockholders' deficit of $13.2 million.

As reported in the Troubled Company Reporter on March 26, 2010,
KPMG LLP, in Seattle, Washington, expressed substantial doubt
about MDRNA, Inc.'s ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of
Company's recurring losses, recurring negative cash flows from
operations, and accumulated deficit.


MARY SICILIAN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mary K. Sicilian
          aka Mary Kathleen Sicilian
        P.O. Box 2954
        Ormond Beach, FL 32175

Bankruptcy Case No.: 10-09860

Chapter 11 Petition Date: November 11, 2010

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

Debtor's Counsel: Bryan K. Mickler, Esq.
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: court@planlaw.com

Scheduled Assets: $2,142,862

Scheduled Debts: $5,781,856

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-09860.pdf


MEDITERRA AT CARMEL: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Mediterra at Carmel, LLC
        5960 Fairview Road, Suite 400
        Charlotte, NC 28210

Bankruptcy Case No.: 10-33312

Chapter 11 Petition Date: November 8, 2010

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

Judge: George R. Hodges

Debtor's Counsel: Richard M. Mitchell, Esq.
                  MITCHELL & CULP, PLLC
                  1001 Morehead Square Drive, Suite 330
                  Charlotte, NC 28203
                  Tel: (704) 333-0630
                  Fax: (704) 333-4975
                  E-mail: rmmatty@mitchellculp.com

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

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

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

The petition was signed by Bruce L. Bleiman, member manager.

Debtor-affiliate that filed a Chapter 7 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Scott Sadler                           10-33033   10/15/10


METRO-GOLDWYN-MAYER: Proposes Moelis as Financial Advisor
---------------------------------------------------------
Metro-Goldwyn-Mayer Studios Inc. and its units seek the Bankruptcy
Court's authority to employ Moelis & Company LLC as their
financial advisor, nunc pro tunc to the Petition Date.

The Debtors inform the Court that they have selected Moelis as
their financial advisor based on, among other things, (a) their
need to retain a financial advisory firm to provide advice
with respect to their restructuring activities, and (b) Moelis'
extensive experience and excellent reputation in providing
financial advisory and investment banking services in complex
Chapter 11 cases.

Before the Petition Date, notes the Debtors, they engaged Moelis
to provide general investment banking and financial advice in
connection with their attempts to complete a strategic
restructuring, reorganization or recapitalization of all or a
significant portion of their outstanding indebtedness, as well as
to prepare for the potential commencement of Chapter 11 cases.
Accordingly, Moelis has developed significant expertise regarding
the Company that will assist it in its provision of effective and
efficient services during these Chapter 11 cases, the Debtors
point out.

As financial advisor, Moelis' services may include these
financial advisory and investment banking services:

  (a) undertaking, in consultation with members of management of
      the Company, a customary business and financial analysis
      of the Company, including to the extent requested by the
      Company or its counsel in connection with any Bankruptcy
      Case, rendering expert testimony with respect to Moelis'
      analysis to assist the Company in fulfilling the
      requirements of the U.S. Bankruptcy Code;

  (b) to the extent Moelis deems necessary, appropriate and
      feasible, or as the Company or its counsel may request,
      reviewing and analyzing the Company's assets and its
      operating and financial strategies;

  (c) reviewing and analyzing the business plans and financial
      projections prepared by the Company including, but not
      limited to, testing assumptions and comparing those
      assumptions to historical Company and industry trends;

  (d) evaluating the Company's debt capacity and assisting in
      the determination of an appropriate capital structure for
      the Company;

  (e) advising and assisting counsel to the Company in the
      course of its preparation for and negotiation of any
      Restructuring Transaction and participating in the
      negotiations, as requested;

  (f) advising the Company and its counsel on the risks and
      benefits of considering, initiating and consummating any
      Restructuring Transaction;

  (g) determining values or ranges of values for the
      Company and any securities that the Company offers or
      Proposes to offer in connection with a Restructuring
      Transaction; and

  (h) being available at the Company's request to meet with its
      management, board of directors, creditor groups,
      equityholders, any official committees appointed in a
      Bankruptcy Case, or other parties to discuss any
      Restructuring.

Upon either the consummation of a restructuring transaction or a
sale, as those terms are defined in the parties' engagement
letter, the Debtors will pay Moelis a cash fee equal to
$9,500,000.  The Debtors will pay the Transaction Fee immediately
upon the consummation of a Restructuring Transaction or a Sale;
provided that, in no event will the Debtors be obligated to pay
more than one Transaction Fee.

Moelis will also be reimbursed for all reasonable expenses
incurred in connection with the Engagement, including the
reasonable fees, disbursements and other charges of
Moelis' legal counsel in an amount not to exceed $25,000,
provided that Moelis will notify the Debtors promptly if the
reimbursable expenses exceed $175,000, and will obtain the
Debtors' prior written consent, if reimbursable expenses are to
exceed $250,000.

The Debtors intend for Moelis to receive payment of its fees on a
fixed rate basis, contingent upon the occurrence of a
transaction, which is customary in the investment banking
industry.

Before the Petition Date, the Debtors paid Moelis approximately
$1,000,000 for fees and approximately $181,994 in expenses billed
through October 31, 2010, for Moelis' representation of the
Debtors pursuant to the terms of the Engagement Letter.  As of
the Petition Date, Moelis holds a prepetition claim against the
Debtors for services rendered, contingent upon the occurrence of
a Restructuring Transaction, but will waive the claim upon
approval of it's current proposed employment, the Debtors
explain.

To the extent that Moelis is holding funds from the Debtors in
excess of fees earned and reimbursements due as of the Petition
Date, Moelis will hold the excess funds as a retainer to be
applied against postpetition fees and expenses due from the
Debtors to Moelis, subject to compliance with applicable fee
motion requirements.

The Debtors also agree to indemnify and hold Moelis harmless from
and against any losses, claims, liabilities, damages, and
expenses incurred to or by any person in connection with the
services provided to the Debtors, except for any losses,
claims, damages or liabilities that are finally determined by a
court or arbitral tribunal to have resulted primarily from
Moelis' bad faith, willful misconduct, or gross negligence.

Robert J. Flachs, a managing director at Moelis, assures the
Court that his firm does not (a) hold or represent an interest
adverse to the Debtors' estates or (b) have any connection to the
Debtors, their creditors or other relevant parties.

                 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 Employee Obligations
-----------------------------------------------------------------
Judge Stuart Bernstein issued an interim order authorizing the
Metro-Goldwyn-Mayer Studios Inc. and its units to pay the pre-
bankruptcy claims of their employees and to continue their
benefits plans and other programs for their employees.

The order dated November 8, 2010, also authorized banks to honor
and pay the Debtors' prepetition checks and other forms of
payment and prohibited them from placing any hold on or from
reversing any automatic transfers to any bank account of the
Debtors' employees.

The Debtors' New Employee Security Plan will be approved upon the
earlier of entry of a final order or an order confirming their
restructuring plan, according to the court order.

The Debtors adopted the New Employee Security Plan to provide
benefits to workers who were employed on April 8, 2005, and who
waived their rights to participate in and receive payments from
another security plan adopted on May 14, 2004.

The Debtors, in their Motion, are seeking approval from the U.S.
Bankruptcy Court for the Southern District of New York to pay the
pre-bankruptcy claims of their employees.  The claims include
wages and commissions of their current employees, reimbursable
expenses, workers' compensation claims and claims held by
temporary workers.  The Debtors also intend to pay any outstanding
obligations to independent contractors and consultants.

The Debtors estimate that they owe about $157,000, to non-exempt
employees in the United States and Canada; $73,000, to temporary
workers; $3.1 million for vacation leave and $52,000, for
reimbursable expenses as of November 3, 2010.  They did not
provide the total amount that should be paid for the other pre-
bankruptcy claims.

The Debtors also are seeking court approval to continue their
employee benefits, retirement, savings and deferred compensation
plans, and pay their outstanding obligations under those plans.

As of their bankruptcy filing, the Debtors estimate that they owe
these amounts under those plans:

  Programs                        Amount
  --------                      ----------
  Medical Plans                   $342,000
  Flexible Spending Account/
   Dependent Care FSA Program      $11,000
  Other Insurance Plans            $19,000
  Retirement/Savings Plan         $199,000
  Deferred Compensation             $2,400
  Other Employee Benefits           $5,000

The Debtors also owe about $2,000 to Benesyst and $600 to
Manulife Financial as of November 3, 2010.

Benesyst, a benefits administration outsourcer, provides online
enrollment, eligibility management and billing for the Debtors'
group health plans.  Meanwhile, the Debtors maintain a group
policy with Manulife Financial for extended health, dental,
vision, and travel benefits for their employees in Canada.

In connection with the proposed payment of pre-bankruptcy claims,
the Debtors also ask the Court to issue an order directing banks
to honor and pay their prepetition checks and other forms of
payment, and prohibiting those banks from placing any hold on or
attempting to reverse any automatic transfers to any bank account
of the Debtors' employees.

                 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: Schedules Deadline Extended by 60 Days
-----------------------------------------------------------
The Bankruptcy Court issued an order giving Metro-Goldwyn-Mayer
Studios Inc. and its affiliates 60 more days to file their
schedules of assets and liabilities and statements of financial
affairs.

The extension gives the Debtors 74 days from their petition
filing to file their schedules and statements if a restructuring
plan is not effectuated by that date.

The requirement to file the schedules and statements is waived on
a final basis if the Debtors effectuate a plan of reorganization
prior to the deadline, according to the Court's order issued
yesterday.  The order also provides that in case the Debtors file
a motion to establish a general prepetition claims bar date, the
waiver will be null and void and the extension of time to file
the schedules and statements will terminate effective 10 days
after the filing of the motion.

The November 8 order also authorized the Debtors to file
consolidated monthly operating reports.  The requirement to file
those reports will terminate upon entry of an order confirming
the Debtors' restructuring plan.

The court ruling also gave the Debtors a go-signal to implement a
process governing the filing of court papers in their Chapter 11
cases as well as the filing of complaints or other pleadings in
any adversary proceeding commenced in their bankruptcy cases.

                 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: Wants E&Y as Tax Advisor; US Trustee Objects
-----------------------------------------------------------------
Metro-Goldwyn-Mayer Studios Inc. and its affiliates seek court
approval to employ Ernst & Young LLP as their auditor and tax
adviser effective November 3, 2010.

The Debtors selected Ernst & Young because of its experience,
knowledge and reputation in the accounting and audit and tax
fields.  The firm has also provided audit and tax services to the
Debtors for over eight years, according to Scott Packman,
executive vice-president of Metro-Goldwyn-Mayer Studios Inc.

Ernst & Young will be tasked to provide these services:

(1) auditing and reporting on financial statements of MGM
     Holdings Inc. and Metro-Goldwyn-Mayer Inc. as of March 31,
     2010;

(2) routine tax advice and assistance as requested when these
     projects are not covered by a separate statement of work,
     do not involve any significant tax planning and are
     expected, at their outset, to involve total professional
     time not to exceed $10,000;

(3) assisting the Debtors in developing an understanding
     of the tax issues and options related to their bankruptcy
     filing, taking into account their specific facts and
     circumstances, for U.S. federal and state tax purposes and
     assisting them in general tax matters; and

(4) providing assistance with respect to tax returns and
     various other tax matters.

For its auditing services, Ernst & Young will be paid at these
hourly rates:

    Professionals                         Hourly Rates
    -------------                         ------------
    National Partner/Principal/            $610 - $980
     Executive Director
    Principal/Partner/Executive Director   $580 - $760
    Senior Manager                         $525 - $665
    Manager                                $452 - $574
    Senior                                 $301 - $445
    Staff                                  $207 - $280

Meanwhile, the firm will receive payment for its routine on-call
and tax advisory services at these hourly rates:

    Professionals                         Hourly Rates
    -------------                         ------------
    National Partner/Principal/            $610 - $760
     Executive Director
    Partner/Principal/Executive Director   $580 - $680
    Senior Manager                                $570
    Manager                                       $460
    Senior                                 $335 - $430
    Staff                                  $125 - $220

The Debtors agree to pay Ernst & Young for its tax outsourcing
services at these rates:

    Professionals                         Hourly Rates
    -------------                         ------------
    National Partner/Principal/            $610 - $760
     Executive Director
    Partner/Principal/Executive Director   $455 - $535
    Senior Manager                                $445
    Manager                                       $365
    Senior                                 $260 - $335
    Staff                                   $95 - $175

The Debtors also agree to reimburse Ernst & Young for its
expenses.

Marc Warshal, a partner at Ernst & Young LLP, assures the Court
that his firm does not hold or represent any interest adverse to
the Debtors.

The Court will hold a hearing on November 12, 2010, to consider
approval of Ernst & Young's employment.

                     U.S. Trustee Objects

Tracy Hope Davis, the U.S. Trustee for Region 2, asks the Court
to deny the Debtors' request for approval to employ Ernst & Young
LLP, saying it contains "impermissible provisions that should be
stricken" before the application must be approved.

In court papers, the U.S Trustee's lawyer, Paul Schwartzberg,
Esq., complains that the application seeks to limit the liability
of Ernst & Young even if it acts with gross negligence, breach of
fiduciary duty or willful misconduct.

"Courts prohibit professionals from exonerating themselves
from liability," Mr. Schwartzberg says.

"A professional seeking to limit its liability must meet its
burden and demonstrate that the limitation on liability is
reasonable," he says, adding that Ernst & Young has not attempted
to meet its burden to show that the proposed limitations on
liability are reasonable.

Mr. Schwartzberg also complains that Ernst & Young seeks to
require the Debtors' estates to pay for its overhead legal
expenses, subcontract its services to affiliates and undisclosed
third parties whose retention are not approved by a court order,
and unilaterally raise its hourly rates without providing notice
to any parties.

                 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: Asks for Nod of Deal to Give Up Office Space
-----------------------------------------------------------------
Metro-Goldwyn-Mayer Studios Inc. and its affiliates seek court
approval of an agreement that would allow them to cut back on
their use of office space.

Metro-Goldwyn-Mayer Studios Inc. hammered out the deal with
Constellation Place LLC in connection with their lease contract
dated November 27, 2000.   The contract allows MGM Studios to
lease about 341,633 square feet of space in an office building in
California, which it uses for its headquarters.

The deal permits MGM Studios to give up about 75,000 square feet
of the leased space and to scrub more unneeded space upon notice
by Constellation Place.

In exchange, Constellation Place will have an unsecured claim
against MGM Studios of $83.43 per square foot or approximately
$6,257,250 for the 75,000 square feet of office space returned.

Upon court approval of the deal, MGM Studios will have 12 months
following the effective date of its restructuring plan to decide
whether to assume or reject the lease contract for the remaining
office space.  The Company will not be allowed to seek a court
order rejecting or terminating the contract that will be
effective prior to the date that is seven months after its
bankruptcy filing.

In case the lease for the remaining space is rejected,
Constellation Place will have an allowed claim of $28,501,139
against MGM Studios, according to the terms of the deal.

The deal also permits Constellation Place to offset a portion of
the $19,552,841 security deposit it is holding against its claims
for rejection damages.  If the total rejection damages exceed the
amount of the security deposit, Constellation Place will have an
allowed unsecured claim for the deficiency.

"The agreement will permit MGM Studios to immediately save
approximately $375,000 in monthly rent, which savings may
increase to approximately $500,000 per month if additional space
is designated for rejection by the landlord as permitted under
the agreement," says MGM Studios' lawyer, Jay Goffman, Esq., at
Skadden Arps Slate Meagher & Flom LLP, in New York.

The deal is formalized in a 12-page agreement, a copy of which is
available for free at:

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

The Court will hold a hearing on November 12, 2010, at 10:00 a.m.
(Prevailing Eastern Time) to consider approval of the deal.  Any
objections must be filed and served so that they are received an
hour before the hearing.

                 About Metro-Goldwyn-Mayer Studios

Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/--
-- is actively engaged in the worldwide production and
distribution of motion pictures, television programming, home
video, interactive media, music, and licensed merchandise. The
company owns the world's largest library of modern films,
comprising around 4,100 titles. Operating units include Metro-
Goldwyn-Mayer Studios Inc., Metro-Goldwyn-Mayer Pictures Inc.,
United Artists Films Inc., MGM Television Entertainment Inc., MGM
Networks Inc., MGM Distribution Co., MGM International Television
Distribution Inc., Metro-Goldwyn-Mayer Home Entertainment LLC, MGM
ON STAGE, MGM Music, MGM Consumer Products and MGM Interactive. In
addition, MGM has ownership interests in domestic and
international TV channels reaching over 130 countries.

As of September 30, 2010, the Debtors' unaudited consolidated
financial statements, as prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements, included $2,673,772,000 in total assets and
$3,451,493,000 in total liabilities

Excluding certain adjustments made by the Company in accordance
with GAAP, the Debtors' total outstanding liabilities would be
$5,766,721,000, which includes the total face value of outstanding
principal and accrued, but unpaid, interest under the Credit
Agreement and interest rate swap agreements.

Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774),
to seek confirmation of their "pre-packaged" plan of
reorganization.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, serves as bankruptcy counsel to the Debtors.  Klee,
Tuchin, Bogdanoff & Stern LLP is the legal counsel.  Moelis &
Company is the financial advisor.  Donlin Recano & Company, Inc.,
is the claims and notice agent.  CAIR Management, LLC, Stephen F.
Cooper, and Zolfo Cooper Management LLC, is the Debtors'
management service providers.

Bankruptcy Creditors' Service, Inc., publishes METRO-GOLDWYN-MAYER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Metro-Goldwyn-Mayer Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MICHAEL POTTHOFF: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Michael J. Potthoff
        2037 Highway 4
        Panora, IA 50216

Bankruptcy Case No.: 10-05496

Chapter 11 Petition Date: November 11, 2010

Court: U.S. Bankruptcy Court
       Southern District of Iowa (Des Moines)

Debtor's Counsel: Jerrold Wanek, Esq.
                  835 Insurance Exchange Building
                  505 Fifth Avenue
                  Des Moines, IA 50309
                  Tel: (515) 243-1249
                  Fax: (515) 244-4471
                  E-mail: wanek@dwx.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/iasb10-05496.pdf


MOMENTIVE PERFORMANCE: Inks Indenture with BNY for $1.16BB Notes
----------------------------------------------------------------
On November 5, 2010, Momentive Performance Materials Inc. entered
into an indenture with The Bank of New York Mellon Trust Company,
N.A., as trustee and collateral agent, governing the Company's
$1,160,687,000 aggregate principal amount of 9.0% second-priority
springing lien notes due 2021 and EUR150,000,000 aggregate
principal amount of 9.5% second-priority springing lien notes due
2021, which mature on January 15, 2021.

The Company said $635,000,000 aggregate principal amount of the
Dollar Notes and EUR150,000,000 aggregate principal amount of the
Euro Notes was offered through a private placement to unaffiliated
investors and $525,687,000 aggregate principal amount of the
Dollar Notes was issued in exchange for certain of the the
Company's existing notes that were held by an affiliate of Apollo
Global Management, LLC.

The Company will pay interest on the Dollar Notes at 9.0% per
annum and on the Euro Notes at 9.5% per annum, semiannually to the
holders of record on January 15 and July 15 of each year,
commencing on January 15, 2011.

The Company said it may redeem the Notes, in whole or in part, at
any time prior to January 15, 2016, at a price equal to 100% of
the principal amount of the Notes redeemed plus accrued and unpaid
interest on the redemption date, plus a "make-whole" premium.  The
Company may redeem the Notes, in whole or in part, on or after
January 15, 2016, at the redemption prices set forth in the
Indenture.  At any time before January 15, 2014, the Company may
choose to redeem up to 35% of the principal amount of the Notes
with the net proceeds of certain equity offerings.  In addition,
upon the occurrence of certain change of control transactions with
respect to the Company, each holder will have the right to require
the Registrant to repurchase all or any part of such holder's
Notes at a purchase price in cash equal to 101% of the principal
amount thereof, plus accrued and unpaid interest.

The Indenture contains covenants that limit the Company's ability
to, among other things: (i) incur or guarantee additional
indebtedness or issue preferred stock; (ii) pay dividends or make
distributions to our stockholders; (iii) repurchase or redeem
capital stock or subordinated indebtedness; (iv) make investments
or acquisitions; (v) incur restrictions on the ability of certain
of our subsidiaries to pay dividends or to make other payments to
us; (vi) enter into transactions with our affiliates; (vii) grant
liens on assets; (viii) merge or consolidate with other companies
or transfer all or substantially all of our assets; and (ix)
transfer or sell assets.  These covenants are subject to a number
of important limitations and exceptions. The Indenture also
provides for events of default, which, if any of them occurs,
would permit or require the principal, premium, if any, interest
and any other monetary obligations on all the then outstanding
notes to be due and payable immediately.

Prior to the Springing Lien Trigger Date, the Notes and the
related Note guarantees will be the senior unsecured indebtedness
of the Registrant and the Note Guarantors and will be effectively
subordinated to all secured indebtedness of the Registrant and the
Note Guarantors to the extent of the value of the assets securing
such indebtedness.

The Notes are guaranteed on a senior unsecured basis by each of
its existing domestic subsidiaries that guarantee the Company's
senior secured credit facilities and its future domestic
subsidiaries that guarantee any debt of the Registrant or the Note
Guarantors.  The Notes are not guaranteed by Momentive Performance
Materials Holdings Inc., the Company's direct parent company.
Following the Springing Lien Trigger Date, the collateral will
consist of a second-priority lien on substantially all of the
Company's and the Note Guarantors' property and assets that secure
the Company's obligations under their senior secured credit
facilities at such time, subject to certain exceptions.

Prior to and following the Springing Lien Trigger Date, the Notes
and Note Guarantees will be senior indebtedness of the Company and
the Note Guarantors, respectively, and will rank: equal in right
of payment with all existing and future senior indebtedness of the
Company and the Note Guarantors, respectively; senior in right
of payment to all existing and future subordinated indebtedness
of the Company and the Note Guarantors, including any of the
Company's existing subordinated notes and guarantees thereof; and
structurally subordinated to all existing and future indebtedness
and other liabilities of any of our subsidiaries that do not
guarantee the Notes.

Following the Springing Lien Trigger Date, the Notes and Note
Guarantees will have the benefit of a security interest in the
collateral securing the Notes and Note Guarantees and,
consequently, following the Springing Lien Trigger Date, the Notes
will rank: effectively junior in priority with respect to the
rights of holders of the Company's obligations under the Company's
senior secured credit facilities and holders of certain other
obligations secured pari passu with such senior secured credit
facilities including other first-priority obligations; effectively
pari passu with other second lien obligations; and effectively
senior to any senior unsecured obligations and senior to our and
the Note Guarantors' existing and future subordinated debt,
including our existing senior subordinated notes.

A full-text copy of the Indenture is available for free
at http://ResearchArchives.com/t/s?6e83

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

As of March 30, 2010, Momentive had $3.22 billion in total assets,
$3.79 billion in total liabilities, and stockholders' deficit of
$565.8 million.

Momentive carries a 'CCC-' corporate credit rating from Standard &
Poor's Ratings Services.

Standard & Poor's Ratings Services said that it affirmed all its
ratings on Hexion Specialty Chemicals Inc., including the 'B-'
corporate credit rating.  The outlook is stable.  At the same
time, S&P placed all its ratings on Momentive Performance
Materials Inc., including the 'CCC+' corporate credit rating, on
CreditWatch with positive implications.

Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Momentive Performance Materials Inc. to
'B-' from 'CCC+'.  In addition, S&P raised its second lien, senior
unsecured, and subordinated debt ratings by one notch to 'CCC'
(two notches below the corporate credit rating) from 'CCC-'.  The
recovery ratings on these classes of debt remain unchanged at '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.

Moody's Investors Service assigned a Caa1 rating to the guaranteed
senior unsecured notes due 2020 of Momentive Performance Materials
Inc.  Proceeds from the notes will be used to fund the repayment
of roughly $1.2 billion of guaranteed senior unsecured notes due
2014 under the tender offer announced last week.  The new notes
contain a springing lien and would obtain a second lien on
existing collateral if and when the existing $200 million second
lien notes are repaid.  The outlook is stable.


MPD INDUSTRIES: Chapter 11 Case Summary & Unsecured Creditor
------------------------------------------------------------
Debtor: MPD Industries, LLC
        6635 E. Farm Road 68
        Strafford, MO 65757

Bankruptcy Case No.: 10-62736

Chapter 11 Petition Date: November 8, 2010

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

Judge: Arthur B. Federman

Debtor's Counsel: M. Brent Hendrix, Esq.
                  LAW OFFICE OF M BRENT HENDRIX
                  1909 E. Bennett St.
                  Springfield, MO 65804
                  Tel: (417) 889-8820
                  Fax: (417) 889-3493
                  E-mail: brenthendrix@sbcglobal.net

Scheduled Assets: $4,700,031

Scheduled Debts: $3,914,000

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Wilson Properties, Inc.   Possible deficiency    Unknown
P.O. Box 65               after foreclosure
Crane, MO 65633

The petition was signed by Michael P. Drury, manager.


MPG OFFICE: CEO Resigns, Cites Conflict with Board on "Vision"
--------------------------------------------------------------
MPG Office Trust Inc. has accepted the resignation of its
President and Chief Executive Officer, effective November 15,
2010.  The letter submitted by Nelson C. Rising states: "I believe
the Board of Directors and I do not share a common vision for the
strategic direction of the Company and a capital structure
necessary to achieve it."

Pursuant to the Company's bylaws, Chairman of the Board, Paul M.
Watson, will serve as interim Chief Executive Officer upon
effectiveness of Mr. Rising's resignation until a new Chief
Executive Officer is named. Mr. Watson is the retired Vice
Chairman of Wells Fargo Bank, N.A. Mr. Watson commented: "We are
grateful for Nelson's outstanding service over the past two years,
appreciate his contributions and wish him well in all his future
endeavors.  The six independent directors of MPG Office Trust are
fully committed to maximizing value for MPG Office stockholders
and intend to do so by continuing to implement the Company's
strategic plan."

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  In August
2009 the Company launched a plan to further these goals.  As part
of Phase I of that plan, the Company ceased making debt service
payments on seven properties, primarily located in Orange County,
California, that were not generating sufficient cash flow.
Subsequently, the Company disposed of or entered into other
arrangements with respect to an additional nine properties.  Phase
I is now substantially complete and the resolution of these 18
assets relieved the Company of approximately $2.0 billion of debt
obligations and potential guaranties of approximately
$150.0 million.

The next phase of the Company's strategic plan focuses on the
Company's core Downtown Los Angeles properties and involves
proactively working with lenders and special servicers in an
effort to reduce the Company's leverage, extend debt maturities,
maintain appropriate funds for value-creating leasing and capital
expenditures and ensure adequate cash flow with respect to these
properties.  The Company intends to raise capital to accomplish
the forgoing, at least initially, through full or partial asset
dispositions.  As a first step, the Company has engaged Eastdil
Secured to commence marketing for sale the Westin Pasadena Hotel
located in Pasadena, California.

Paul Watson commented: "We are working closely with Eastdil
Secured to monetize our non-core hotel property.  Additionally, we
are focused on optimizing value and proactively solving future
risks at our trophy assets and will continue to implement Phase II
of the Company's plan."

                      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.

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.


MR. EXCITEMENT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mr. Excitement, LLC
        3040 Gulf to Bay Boulevard
        Clearwater, FL 33759

Bankruptcy Case No.: 10-27459

Chapter 11 Petition Date: November 12, 2010

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

Debtor's Counsel: Langfred W. White, Esq.
                  LAW OFFICES OF LANGFRED W. WHITE, PA
                  25400 U.S. Highway 19 North, Suite 160
                  Clearwater, FL 33763
                  Tel: (727) 797-5599
                  Fax: (727) 797-5695
                  E-mail: lan@lwwhiteattorney.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/flmb10-27459.pdf

The petition was signed by Frank Mongelluzi, president.

Debtor-affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
FM Aviation II, LLC                   10-24832            10/14/10


MT ZION: Can Access PNC Banks' Cash Collateral Until December
-------------------------------------------------------------
The Hon. Pamela Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois, authorized, on an interim basis,
Mt. Zion, Limited Partnership, to use PNC Bank, National
Association's cash collateral, until December 2010.

A final hearing on the Debtor's request for cash collateral use
will be held on December 2.  Objections, if any, are due November
29.

As reported in the Troubled Company Reporter on May 6, the bank
asserts a senior position mortgage lien and claim against the
Debtor's residential apartment project in Florence, Kentucky,
known as Woodspring Apartments, which purportedly secures a
mortgage indebtedness of approximately $28,850,000.  The bank
also asserts a security interest in and lien upon the rents being
generated at the property.

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

In exchange for using the cash collateral, the bank will be
allowed to inspect, upon reasonable hours, the Debtor's books and
records.  The Debtor will maintain and pay premiums for insurance
to cover its assets from fire, theft and water damage.  The Debtor
will, upon reasonable request, make available to the bank evidence
of that which purportedly constitutes their collateral or
proceeds.  The Debtor will also property maintain the property in
good repair and properly manage the property.

                 About Mt. Zion Limited Partnership

Lake Forest, Illinois-based Mt. Zion Limited Partnership, dba
Woodspring Apartments, owns and operates a residential apartment
project located in Florence, Kentucky, known as Woodspring
Apartments.  The Company filed for Chapter 11 protection on April
23, 2010 (Bankr. N.D. Ill. Case No. 10-18075).  David K Welch,
Esq., at Crane Heyman Simon Welch & Clar, represents the Debtor.
The Company estimated assets and debts at $10 million to
$50 million as of the Petition Date.


NAVJOT LLC: Plan Outline Hearing Continued Until November 22
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has continued until November 22, 2010, at 9:00 a.m., the hearing
to consider the confirmation of Navjot, LLC's Plan of
Reorganization, as amended.

As reported in the Troubled Company Reporter on October 4,
according to the Disclosure Statement, the Debtor will surrender
the real property collateral in full satisfaction of the Debtor's
liability to the holders upon the effective date of the Plan.
The Debtor will continue to collect the monthly rents from
retained properties and apply same to expenses of operation and to
the debt secured by the properties.

The Debtor will place any defaulted secured real property taxes on
a five year payment plan with the County of Marin unless the
property is sold or refinanced in which instance, the claims will
be paid on the closing date of the sale or refinance.

Under the Plan, secured claims will be paid in full, or,
otherwise, will retain the real property collateral in full
satisfaction of said allowed claim.

Unsecured claims will be paid the aggregate sum of $147,000, in 18
quarterly installments.

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

                         About Navjot, LLC

San Rafael, California-based Navjot, LLC, filed for Chapter 11
protection on April 27, 2010 (Bankr. N.D. Calif. Case No. 10-
11533).  David N. Chandler, Esq., at the Law Offices of David N.
Chandler, represents the Debtor.  The Company disclosed
$14,370,100 in assets and $13,509,156 in liabilities as of the
Petition Date.


NEOMEDIA TECHNOLOGIES: Posts $25.6 Million Net Loss in Q3 2010
--------------------------------------------------------------
NeoMedia Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $25.63 million on $338,000 of
revenue for the three months ended September 30, 2010, compared
with a net loss of $13.57 million on $189,000 of revenue for the
same period of 2009.

At September 30, 2010, the Company has an accumulated deficit of
$237.99 million.  The Company also has a working capital deficit
of $82.05 million, of which of which $68.51 million is related to
the Company's financing instruments, including $30.71 million
related to the fair value of warrants and those debentures that
are recorded as hybrid financial instruments, and $37.80 million
related to the amortized cost carrying value of certain of the
Company's debentures and the fair value of the associated
derivative liabilities.

The Company's balance sheet at September 30, 2010, showed
$9.04 million in total assets, $83.31 million in total
liabilities, $8.37 million in Series C convertible preferred
stock, $2.50 million in Series D convertible preferred stock, and
a stockholders' deficit of $85.14 million.

As reported in the Troubled Company Reporter on April 1, 2010,
Kingery & Crous, P.A., in Tampa, Fla., 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 suffered recurring losses from
operations and has ongoing requirements for additional capital
investment.

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

               http://researcharchives.com/t/s?6e6d

                   About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.


NEWALTA CORPORATION: DBRS Assigns BB (Low) Issuer Rating
--------------------------------------------------------
DBRS has assigned an Issuer Rating of BB (low) to Newalta
Corporation (Newalta or the Company).  Pursuant to DBRS's
Leveraged Finance rating methodology, a recovery rating of RR2
has been assigned to the Company's proposed Unsecured Notes and
an associated instrument rating of BB.  The trends are Stable.
The Issuer Rating reflects the Company's strong market position
as a leader in the Canadian industrial waste management industry
with scale, diversity (both by geography and industries served)
and technical capabilities.  The rating also reflects the
Company's moderately aggressive financial risk profile.  The
balance sheet leverage is near the 40% range and earnings are
fairly volatile due to high exposure to commodity prices (crude
oil and lead) and the general economy.  Additionally, Newalta's
operations are exposed to changing environmental standards which
add to uncertainties.  The Company has a strong position in the
waste management industry in Canada.

Newalta is the largest provider of industrial waste management and
environmental services in the country and a leader in the recovery
and recycling of valuable products from waste streams.  The
Company has an extensive integrated network of facilities and the
necessary regulatory permits across Canada to serve both regional
and national clients.  Newalta also enjoys an incumbent advantage
because new entrants have to go through a demanding and time
consuming regulatory review process to secure a permit to
participate in the industry.  The increasing complexity of the
environmental standards and regulations as well as an onerous
permit process has effectively set high barriers to entry.  The
Company has strong technical expertise in recycling and recovering
resource waste and has frequently acted as an advisor to
government agencies in designing and improving new regulatory
programs.  This provides the Company with an advantage to adjust
and respond to new environmental regulations.  With increasing
awareness in protecting the environment and tightening regulations
in waste handling, the Company is well positioned to benefit from
the growing trend for waste management services.

Moreover, the rising demand on resources to keep pace with
stricter regulations has led large companies to increase
outsourcing their waste-handling function, another positive
development for Newalta.  Despite its strong position in the
industry, the Company is modest in size and still needs to expand
its geographical coverage, especially in eastern Canada, to
solidify its leadership position in the Canadian market.
Furthermore, the Company's growth is constrained by the size of
the Canadian market.  To date, a major contributor to growth is
through acquisitions.  Even though the Company has a good track
record on acquisitions, buying a new company exposes Newalta to
integration risks as well as potential "hidden" liabilities,
especially in this industry with evolving regulations.  Newalta is
strongly influenced by the state of the Canadian economy and
highly volatile commodity prices, especially crude oil and lead.
The Company's service volume is directly linked to industrial and
oil drilling activities.  The Company's profitability is very
sensitive to service volume because low activities would lead to
smaller quantities of recovered materials for sale and low
utilization of equipment would also depress margins.  With its
operations mostly in Canada, the Company is also exposed to the
relative value of the Canadian dollar because a meaningful portion
of it revenue is based on the US dollar (commodities and US
sales).

The Company's revenue and earnings had been on a rising trend
until 2009, with acquisitions being a major contributor.  However,
the Company's exposure to the economy, commodity prices and the
Canadian dollar was amply highlighted during the recession in
2009, and the subsequent recovery in 2010.  The Company suffered a
sharp decline in operating performance during the downturn but
reported good results for the first nine months of 2010 as the
economy rebounded.  DBRS expects the Company's operating
performance to continue to track industrial activities and ongoing
benefits from cost reduction initiatives implemented during the
downturn should give a slight boost to margins.

Prior to 2009, the Company had constantly incurred a deficit in
free cash flow due to its spending on growth initiatives, high
capital expenditures and acquisitions despite respectable cash
generation from operations.  The Company's high dividend policy to
maintain its income fund status further added to the cash outflow.
The Company has financed the deficits with both debt and equity
and its financial leverage remains moderately aggressive for a
company in a cyclical industry.  Nevertheless, Newalta has also
demonstrated its financial discipline and flexibility in
controlling cash usage during the downturn.  The Company sharply
reduced capital expenditures to near maintenance levels, curtailed
acquisitions and used the surplus cash for debt reduction.  The
Company's conversion to a corporation has also increased its
flexibility in adjusting dividend payouts, another positive to
cash preservation.  Going forward, DBRS expects the Company to
continue to generate strong cash flow from operations and to be
able to fund most of its operating needs internally.  DBRS also
expects the Company's financial profile to remain little changed.
The Company has been on an aggressive growth path, mostly through
acquisitions, since 2005, but the Company has indicated that
acquisitions are likely to be modest in the near term.  However,
any material increase in debt to fund acquisitions could weaken
the balance sheet and pressure the current rating.  The Company
has set a leverage target of total debt-to-EBITDA of between 1.5x
and 2.0x.  Meaningful progress in achieving this leverage target
or returning the Company's profitability and coverage metrics to
the pre-2009 levels could lead to positive rating actions.

Pursuant to DBRS's rating methodology for leveraged finance, DBRS
has created a default scenario for Newalta in order to analyze
when and under what circumstances a default could hypothetically
occur and the potential recovery of the Company's debt in the
event of such default.  The scenario assumes that the economy
fails to recover and falls into a recession again in 2011.

DBRS has determined Newalta's estimated value at default using an
EBITDA multiple valuation approach, consistent with a view that
default would likely result in the restructuring and/or
recapitalization of the assets with value as a going concern
versus the sale of its individual assets.  EBITDA multiples
utilized are applied to cyclically normalized EBITDA at default as
opposed to the actual low EBITDA values expected at the time of
default, reflecting the forward-looking nature of the valuation.
The valuation considers the issuer and the specific debt
instruments, allocating value proceeds accordingly.  DBRS has
forecast the economic value of the components of the enterprise at
approximately $288 million using a 4.0 times (x) multiple of
normalized EBITDA for Newalta.  Based on the default scenario, the
Unsecured Notes have recovery estimated between 70% and 90%, hence
the assigned recovery rating of RR2.  The instrument rating of the
Unsecured Notes is BB.  Limiting the notching of the instrument
rating of the Unsecured Notes to only one notch instead of the
customary two notches for a RR2 is to reflect structural
subordination to the Secured Bank Credit Facility.


NMT MEDICAL: Posts $3.4 Million Net Loss in Q3 2010
---------------------------------------------------
NMT Medical, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $3.37 million on $2.06 million of revenue
for the three months ended September 30, 2010, compared with a net
loss of $2.86 million on $3.00 million of revenue for the same
period of 2009.

The Company's balance sheet at September 30, 2010, showed
$7.78 million in total assets, $9.75 million in total liabilities,
and a stockholders' deficit of $1.97 million.

The Company has incurred losses from operations during each of the
past two fiscal years and has experienced decreasing sales over
those time periods.  The Company also incurred a loss from
operations of $10.71 million for the nine months ended
September 30, 2010.  The Company has also had negative operating
cash flows over the comparable periods, have approximately
$3.40 million in cash, cash equivalents and marketable securities
as of September 30, 2010, and has an accumulated deficit of
$59.21 million as of September 30, 2010.

The Company's existing cash resources are not sufficient to fund
its business plans, as currently constituted, beyond the fourth
quarter of 2010, the Company said in the filing.

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

               http://researcharchives.com/t/s?6e65

Headquartered in Boston, Massachusetts, NMT Medical, Inc. (NASDAQ:
NMTI) -- http://www.nmtmedical.com/-- is an advanced medical
technology company that designs, develops, manufactures and
markets proprietary implant technologies that allow interventional
cardiologists to treat structural heart disease through minimally
invasive, catheter-based procedures.


NORTH BAY: Plan Confirmation Hearing Continued Until November 19
----------------------------------------------------------------
The Hon. David H. Adams of the U.S. Bankruptcy Court for the
Middle District of Florida has continued until November 19, 2010,
at 10:30 a.m., the hearing to consider the confirmation of North
Bay Village, LLC's Plan of Reorganization.

As reported in the Troubled Company Reporter on June 18, the Plan
provides that the Reorganized Debtor will continue to collect rent
from its tenants pursuant to the terms of those lease agreements
which are assumed through confirmation of the Plan and the
operation of 11 U.S.C. Sec. 365.  The Reorganized Debtor will also
renew the leases which are set to expire during the life of the
Plan.  Further, the Reorganized Debtor will employ a marketing
strategy in an effort to attract new tenants to currently vacant
space, well as any space which may subsequently become vacant, at
the property.  All distributions made under the Plan will be
funded from these operations.

The Plan provides for these terms:

   * Class 3 - Secured Claim of Bank of America - the lender will
     receive payment in full, net on any of the postpetition
     payments.

   * Class 4 - General Unsecured Creditors will be paid in full
     through a series of distributions totaling 100% to be made on
     a quarterly basis, at a rate of 5% of their Allowed Claim per
     quarter, beginning on the effective date of this plan and
     continuing for a period of five years.

   * Class 5 - Lessee Depositors will have their leases assumed as
     of the effective date of the Plan through confirmation of the
     Plan and their lease deposits will be transferred into a post
     confirmation segregated account utilized solely to hold lease
     deposits.

   * Class 6 - Executory Contract Holders will have their
     contracts assumed or rejected prior to confirmation of the
     Plan.  To the extent the contracts are assumed, the Debtor
     will provide for a prompt cure of any defaults.

   * Class 7 - Equity Security Holders will receive a distribution
     of membership interests in the Reorganized Debtor consistent
     with their current Equity Security holdings.  No
     distributions of monies will be made to the Equity Security
     Holders in any month unless and until both (i) all periodic
     operating expenses and (ii) required distributions have been
     paid and are current as of the time a proposed distribution
     is to be made to any of the Equity Security Holders.

The Debtor amended its Second Amended Plan dated as of May 13, to
address the treatment of Classes 3 and 4.  A full-text copy of the
Disclosure Statement is available for free at:

        http://bankrupt.com/misc/NORTHBAY3rdAmendedDS.pdf

Additionally, the Court scheduled a final evidentiary hearing on
November 19 at 10:30 a.m., to consider the supplemental motion to
value collateral of CWCapital Asset Management, LLC.

                    About North Bay Village LLC

Tampa, Florida-based North Bay Village LLC -- dba North Bay
Village - MM, Inc., and Pelican Bay/Limetree, LLC -- filed for
Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. M.D.
Fla. Case No. 10-03090).  Steven M. Berman, Esq., at Shumaker,
Loop & Kendrick, LLP, represents the Debtor.  The Company
estimated assets and debts at $10 million to $50 million.


NORTH BAY: CWCapital Wants Dismissal, Cites "Bad Faith" Filing
--------------------------------------------------------------
CWCapital Asset Management LLC, solely in its capacity as special
servicer for Bank of America, N.A., as Trustee for the registered
holders of Cobalt CMBS Commercial Mortgage Trust 2006-C1,
Commercial Mortgage Pass-Through Certificates, Series 2006-C1,
asks the U.S. Bankruptcy Court for Middle District of Florida to
dismiss North Bay Village LLC's Chapter 11 case for cause pursuant
to 11 U.S.C. Section 1112(b)(4).

CWCapital told the Court that the Debtor's case "is a classic
single asset case, and all the evidence suggests that the Debtor
filed in bad faith."  CWCapital explained that it is the Debtor's
senior and only secured creditor, is owed over $29 million, or
roughly 99.7% of Debtor's total obligations, while the Debtor's
unsecured debt is a mere $76,293.

Further, CWCapital said cause for dismissal exists under Section
1112(b)(4)(A) as there is a substantial or continuing loss to or
diminution of the estate and the absence of a reasonable
likelihood of rehabilitation.

A preliminary hearing on the dismissal motion will be held on
November 19, 2010, at 10:30 a.m., in Room 4-117, Courtroom E,
United States Courthouse, 2110 First St., Fort Myers, Florida.

                    About North Bay Village LLC

Tampa, Florida-based North Bay Village LLC -- dba North Bay
Village - MM, Inc., and Pelican Bay/Limetree, LLC -- filed for
Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. M.D.
Fla. Case No. 10-03090).  Steven M. Berman, Esq., at Shumaker,
Loop & Kendrick, LLP, in Tampa, Florida, represents the Debtor as
counsel.  The Company estimated assets and debts at $10 million to
$50 million.


NORTH ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: North Electric Inc
        P.O. Box 85
        Gladstone, MI 49837

Bankruptcy Case No.: 10-90793

Chapter 11 Petition Date: November 8, 2010

Court: United States Bankruptcy Court
       Western District of Michigan (Marquette)

Judge: James D. Gregg

Debtor's Counsel: Russell W. Hall, Esq.
                  DEGRAND, REARDON & HALL, PC
                  517 Ludington Street
                  Escanaba, MI 49829
                  Tel: (906) 786-6009
                  E-mail: rwhlaw@chartermi.net

Scheduled Assets: $676,580

Scheduled Debts: $1,210,325

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/miwb10-90793.pdf

The petition was signed by Derek Weide, president.


NORTHERN TIER: Moody's Assigns 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned first time ratings to Northern
Tier Energy LLC in conjunction with the company's proposed notes
offering.  Moody's assigned a B1 Corporate Family Rating, a B1
rating to the company's $290 million senior secured notes
offering, and a B1 Probability of Default Rating.  The outlook is
stable.

                        Ratings Rationale

NTE has agreed to acquire the St. Paul Park refinery from a
subsidiary of Marathon Oil Corporation along with a network of
retail convenience stores located in Minnesota under the
SuperAmerica brand.  NTE is also acquiring a 17% equity interest
in the Minnesota Pipeline, a crude oil pipeline that serves as the
primary way that that crude oil feedstock is delivered to the SPP
refinery.  Total consideration paid is $789 million, which
includes $606 million for the refining, retail, and pipeline
assets and approximately $183 for inventory (subject to closing
adjustments).

"The B1 rating reflects the downtime risk of a single refinery
along with the inherent volatility of refining margins," said Ken
Austin, Moody's Vice President.  "However, the B1 also factors in
the good operating track record and durable profitability of the
St.  Paul Park refinery, as well as some near-term support
provided by Marathon."

The B1 CFR reflects the company's single refinery asset risk,
relatively small scale, particularly compared to its largest
regional competitor, which is more than four times the size of the
SPP refinery and can have a greater influence on product prices
than NTE.  This single asset risk limits ratings upside given that
any unforeseen downtime could have a significant impact on
sufficient cash flow to service debt and capital needs.

However the ratings also considers the integration benefits of
owning/operating a retail network through which SPP sells more
than approximately 50% of its products.  In addition, the CFR also
considers the record of reliability the refinery has displayed
(although under the ownership of Marathon) and its durable
profitability despite extreme weakness in refining margins during
2009 and the first part of 2010.  This solid financial performance
is evidence of the company's strategic location to price-
advantaged crudes as well as its position within the Petroleum
Administration for Defense District 2 (PADD II) region, an area
that is product short and that must rely on products shipped into
the region to meet demand.

In addition, the B1 reflects an agreement with Marathon that
it will provide support if NTE does not generate at least
$125 million of EBITDA.  For every dollar that NTE is below the
$125 million EBITDA threshold, Marathon will pay up to $30 million
for each of the next two years up to a maximum of $60 million.
This support partially mitigates the volatility of refining
margins and unplanned downtime risk, particularly in NTE's early
years as owner and operator.

The stable outlook assumes that the plant will continue to
demonstrate consistent operating performance, that leverage will
remain at or below current levels, and that refining margins
remain supportive for the company to continue to be cash flow
positive.

The ratings and outlook could be negatively pressured if leverage
rises from current levels, by prolonged unexpected downtime, or if
the company's credit metrics weaken due to a protracted period of
softness, particularly, if Debt/Complexity barrels were to exceed
$575/bbl for an extended period of time.

Any positive rating actions would require the company to diversify
its reliance on earnings and cash flows from the single refinery
and increase the scale and scope of its operations while
maintaining leverage within the current levels.

Under Moody's Loss Given Default Methodology, the senior secured
notes are rated B1 equal to the CFR.  The notes have a first lien
on the NTE's refining assets and Moody's believes this should
provide sufficient collateral cover for the note holders.
However, Moody's notes that the company will enter into crack
spread hedges to mitigate margin volatility, requiring Letters of
Credit to support its hedging positions.  In the event that NTE's
hedges become out of the money by more than $50 million dollars,
the hedge counter party will become collateralized pari-passu with
the senior note lenders, and future notching would be considered
under this scenario as it would dilute the note holders
protection.

This rating action is the reflects the initial assignment of
ratings to Northern Tier Energy LLC.

Northern Tier Energy, LLC, is an intermediate holding company
headquartered in Ridgefield, CT.  The company was established to
own and operate the St.  Paul Park Refinery as well as a retail
network of SuperAmerica brand convenience stores and a 17% equity
interest in the Minnesota Pipeline.


NOVADEL PHARMA: Posts $1.3 Million Net Loss in Q3 2010
------------------------------------------------------
NovaDel Pharma Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $1.31 million on $66,000 of revenue for
the three months ended September 30, 2010, compared with a net
loss of $1.36 million on $223,000 of revenue for the same period
of 2009.

As of September 30, 2010, the Company had cash and cash
equivalents of $1.41 million, negative working capital of
$3.29 million, and an accumulated deficit of $86.50 million.
Based on its operating plan, the Company expects that its
existing cash and cash equivalents, along with the $500,000
milestone payment it received on October 29, 2010, will fund its
operations only through December 31, 2010.

The Company's balance sheet at September 30, 2010, showed
$2.06 million in total assets, $9.10 million in total liabilities,
and a stockholders' deficit of $7.04 million.

As reported in the Troubled Company Reporter on April 6, 2010,
J.H. Cohn LLP, in Roseland, 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 of the Company's recurring losses from operations and
negative cash flows from operating activities.

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

               http://researcharchives.com/t/s?6e72

Bridgewater, N.J.-based NovaDel Pharma Inc. (OTC BB: NVDL)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed pharmaceuticals.


NUMOBILE INC: Posts $83,800 Net Loss in September 30 Quarter
------------------------------------------------------------
NuMobile, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $83,755 on $119,264 of revenue for the three months
ended September 30, 2010, compared with a net loss of $511,854 on
$9,649 of revenue for the same period last year.

The Company used cash for operations of $452,317 for the nine
months ended September 30, 2010, has an accumulated deficit of
$11.5 million as of September 30, 2010, and has a working capital
deficit of $8.5 million as of September 30, 2010.

The Company's balance sheet at September 30, 2010, showed
$4.2 million in total assets, $8.7 million in total liabilities,
and a stockholders deficit of $4.5 million.

As reported in the Troubled Company Reporter on April 12, 2010,
Gruber and Company, LLC, 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 incurred a net loss of $1.5 million, used cash for
operations of $587,209 for the year ended December 31, 2009, has
an accumulated deficit of $9.6 million as of December 31, 2009,
and has a working capital deficit of $9.0 million as of
December 31, 2009.

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

               http://researcharchives.com/t/s?6e8c

Louisville, Ky.-based NuMobile, Inc. (OTC BB: NUBL) currently
conducts its operations through its subsidiaries Enhance Network
Communications, Inc. and Stonewall Networks, Inc.  Enhance
provides a wide variety of services from infrastructure architect
to software as a service supplier.  Stonewall Networks has built
the Cornerstone Security Policy Manager.  Cornerstone, a
centralized IT security policy manager, is an engine for security
policy modeling, implementation, monitoring, enforcement, and
auditing.


NUTRACEA: Gets OK for Securities Class Action Suit Settlement
-------------------------------------------------------------
NutraCea disclosed that on October 27, 2010, the United States
Bankruptcy Court for the District of Arizona approved the
settlement of the securities class action lawsuit against NutraCea
and certain former officers and directors.  The order became final
and non-appealable on November 11, 2010.  The District Court for
the District of Arizona had previously approved the Stipulation on
October 4, 2010, and that order became final and non-appealable on
November 4, 2010.

Under the terms of the agreement, a settlement fund for class
members in the amount of $1.5 million will be paid by the
NutraCea's insurance company, plus 50% of any funds remaining in
the insurance policy after payment of all valid claims (including
legal fees), as long as there is $150,000 or more of funds
remaining in the policy.  Plaintiffs had been seeking damages
against NutraCea and certain former officers and directors for
alleged federal and Arizona state securities law violations. The
settlement provides full and complete settlement for all claims
against all defendants.  Pursuant to the terms of the Stipulation
and the approval received from the Bankruptcy Court, NutraCea has
no current or future payment obligation related to these
securities class action lawsuits.

W. John Short, Chairman and CEO, stated, "We are glad to put this
matter behind us. The securities class action lawsuits filed
against NutraCea in early 2009 have been a distraction to a
management team who has been faced with enormous obstacles over
the past 18 months.  Further, these lawsuits resulted in
significant unrecoverable legal and other expenses required to
defend the charges filed in those suits.

With the final approval of this settlement, we can now turn our
full attention to the challenges and opportunities of building a
profitable and sustainable business for our shareholders and other
stakeholders."

                        About NutraCea

Phoenix, Arizona-based NutraCea is a world leader in production
and utilization of stabilized rice bran.  NutraCea holds many
patents for stabilized rice bran production technology and
proprietary products derived from SRB.  NutraCea's proprietary
technology enables the creation of food and nutrition products to
be unlocked from rice bran, normally a waste by-product of
standard rice processing.

Nutracea filed for Chapter 11 bankruptcy protection November 10,
2009 (Bankr. D. Ariz. Case No. 09-28817).  S. Cary Forrester,
Esq., at Forrester & Worth, PLLC, assists the Company in its
restructuring effort.  The Company estimated assets of $50 million
to $100 million and debts of $10 million to $50 million in its
Chapter 11 petition.


OAO BALTINVESTBANK: Moody's Assigns 'B3' Rating to Senior Debt
--------------------------------------------------------------
Moody's Investors Service has assigned a B3 long-term global local
currency debt rating to Baltinvestbank's senior unsecured debt.
The rating carries a stable outlook.  Any subsequent senior debt
issuance by Baltinvestbank will be rated at the same rating level
subject to there being no material change in the bank's overall
credit rating.

The B3 rating was assigned to these debt instruments:

  -- RUB1.0 billion Senior Unsecured Regular Bond due April 26,
     2011

  -- RUB1.5 billion Senior Unsecured Regular Bond due
     September 10, 2015

                        Ratings Rationale

The assigned rating is in line with Baltinvestbank's global local
currency deposit rating, which is, in turn, based on the bank's E+
BFSR (mapping to a baseline credit assessment of B3).  Moody's
also notes that the debt rating does not incorporate any
expectation of systemic or shareholder support for Baltinvestbank
in case of need.

Baltinvestbank's rating is constrained by a high level of
concentration in the loan book together with relatively low
capital adequacy levels and high market risk exposure.  More
positively, Moody's acknowledges Baltinvestbank's established
banking franchise in Saint Petersburg and healthy net interest
margin.

Headquartered in Saint Petersburg, Russia, Baltinvestbank reported
total assets of RUB39 billion (US$1.3 billion) and net income of
RUB262 million according to audited IFRS at YE2009.


PACIFIC AVENUE: Regions Bank Finds Buyer for EpiCentre's Note
-------------------------------------------------------------
Susan Stabley at Charlotte Business Journal reports that Regions
Bank told a bankruptcy court that it found a buyer for the note on
the EpiCentre complex in uptown Charlotte, but the bank did not
disclose the name of the purchaser.

The report relates that the sale will require approval from the
Pacific Avenues, guarantors Ghazi and George H. Cornelson III,
Regions and the loan's two other financial participants, Raymond
James Bank and Carolina First Bank, as well as approval from the
court.

A hearing on the note sale has been scheduled for Nov. 22, 2010.

                         About Pacific Avenue

Pacific Avenue, LLC, is a North Carolina limited liability company
whose principal place of business is located in Charlotte, North
Carolina.  Together with Pacific Avenue II, LLC, the Company owns
and operates the EpiCentre, a mixed-use commercial development
consisting of approximately 302,000 rentable square feet of office
and retail/entertainment space, plus an underground parking deck,
located at 210 E. Trade St. in the city block surrounded by the
light rail line, Fourth Street, College Street, and Trade Street
in uptown Charlotte, North Carolina.

Linda W. Simpson, the U.S. Bankruptcy Administrator for the
Western District of North Carolina, appointed six members to the
official committee of unsecured creditors in the Chapter 11 case
of Pacific Avenue, LLC.

Pacific Avenue, LLC, filed for Chapter 11 bankruptcy protection on
July 22, 2010 (Bankr. W.D. N.C. Case No. 10-32093).  Joseph W.
Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the
Company in its restructuring effort.  The Company estimated up to
$50,000 in assets and $50 million to $100 million in debts in its
bankruptcy petition.

The Company's affiliate, Pacific Avenue II, filed a separate
Chapter 11 petition.


PACIFIC CAPITAL: DBRS Upgrades Issuer Rating to 'B' From 'CC'
-------------------------------------------------------------
DBRS has upgraded all ratings for Pacific Capital Bancorp (PCBC or
the Company) and its bank subsidiary, Pacific Capital Bank, N.A.
(the Bank), including its Issuer & Senior Debt rating to 'B' from
CC.  The ratings action follows the successful completion of
several recapitalization transactions including the closing of the
$500 million investment made by SB Acquisition Company LLC, a
wholly-owned subsidiary of Ford Financial Fund, L.P. (Ford), and
the release of the Company's 3Q10 earnings.

Today's rating action recognizes the successful $500 million
investment and the Company's return to profitability.
Importantly, the newly augmented capital levels met or exceeded
even the enhanced regulatory capital requirements mandated by
the OCC under its modified Consent Order.  Specifically, PCBC
had a strong tangible common equity ratio of 7.7% and the Bank
had a leverage ratio of 8.0%.  DBRS notes that the Company now
has a sufficient capital cushion to pursue new business, as well
as protect against future loan losses.  Moreover, the Company
is in the midst of a rights offering that could raise up to an
additional $145.4 million in capital.  Assuming a fully successful
rights offering, the tangible common equity ratio on a pro-forma
basis would have been approximately 10%.

The ratings were left Under Review with Positive Implications, as
DBRS needs to better understand the prospective business model and
earnings prospects going forward.  Specifically, absent the
benefit of the push-down accounting utilized by the Company
following the investment by Ford, the core earnings power of the
franchise appears weak.  After being in survival mode, PCBC can
once again focus on growing the business and deploying excess
liquidity into higher yielding earning assets, which should help
profitability.  Moreover, the review will focus on the extent, if
any, that the Company's brand has suffered after several years of
large losses that threatened its viability.  If DBRS believes that
PCBC's franchise strength is mostly intact and that the Company
can return to sustainable profitability, there could be further
positive ratings movement.  However, if the business model remains
under pressure and DBRS is not convinced by management's efforts
to improve PCBC's risk management and financial reporting
capabilities, the ratings could stay at current levels.

The Company reported net income applicable to shareholders of
$5 million for the month of September, which followed a net loss
applicable to shareholders of $27.9 for the two month period
ended August 31, 2010.  The application of purchase accounting
positively impacted profitability for September.  Specifically,
interest income was higher than it would have been, interest
expense was lower and no provision for loan losses was needed for
the legacy loan portfolio.

Positively, future earnings should benefit greatly from push-down
accounting.  Most importantly, the legacy problematic loan
portfolio has been written down to fair value and these loans are
no longer considered to be nonaccrual loans even if the loans are
contractually past due.  If the loans were valued correctly, all
of the Company's legacy asset quality issues should be behind
them.  As a result, current provisions for loan losses will only
reflect newly originated loans, which should remain immaterial
over at least the short-term.  However, DBRS does have concerns
regarding the Company's risk management capabilities regarding its
ability to assess and monitor the loan portfolio on a timely and
accurate basis.  As such, it will take some time for the new
management team to demonstrate the robustness of its controls and
procedures, as well as PCBC's ability to underwrite solid assets.

Even with the recapitalization and return to profitability, PCBC
still faces numerous headwinds.  Specifically, the Company remains
under heightened regulatory scrutiny including not being allowed
to upstream dividends from the Bank for three years, a new
management team has been put in place and the California economy
remains challenging.  Moreover, PCBC has been deferring interest
on its trust preferred securities since 2Q09, which makes
accessing the debt markets extremely difficult.


PARAMOUNT RESOURCES: Unit Launches Cash Offering for $90MM Notes
----------------------------------------------------------------
Paramount Resources Ltd. announced that its wholly-owned
subsidiary, 1339351 Alberta Ltd., as offeror, has commenced a cash
tender offer for any and all of the US$90.2 million aggregate
principal amount of the Company's 8 1/2% Senior Notes due 2013 not
already held by the Offeror.  The Tender Offer is described in an
Offer to Purchase dated November 10th, 2010.  The Tender Offer
will expire at 11:59 p.m., New York City time, on Thursday,
December 9, 2010 unless extended or earlier terminated.

Holders who validly tender their Notes on or prior to the
Expiration Date shall receive the tender offer consideration equal
to US$1,002.50 per US$1,000 principal amount of Notes, plus any
accrued and unpaid interest on the Notes up to, but excluding, the
payment date for Notes.

                      About Paramount Resources

Paramount Resources Ltd. is a Calgary, Alberta based exploration
and production company that produced approximately 11,000 barrels
of oil equivalent per day (net) in 2009.  Production was primarily
natural gas.

                           *     *     *

Paramount Resources carries 'B' issuer credit ratings from
Standard & Poor's.

Paramount carries a 'B3' corporate family rating from Moody's
Investors Service.  As reported in the TCR on July 16, 2010,
Moody's said the upgrade to 'B3' reflects Paramount's demonstrated
ability to navigate challenging industry and capital market
conditions and maintain a base level of production through prudent
capital and liquidity management.   The upgrade also reflects
Paramount's substantial alternate liquidity through the value in
its equity investments.   Paramount's operating environment,
however, will remain challenging given the company's very high F&D
and operating cost profile, according to Moody's.


PATRIOT NAT'L: Posts $6.8 Mil. Net Loss in September 30 Quarter
----------------------------------------------------------------
Patriot National Bancorp Inc., the parent of Patriot National
Bank, reported financial results for quarter and nine months ended
September 30, 2010.

The net loss for the quarter ended September 30, 2010 was
$6.8 million as compared to the quarter ended September 30, 2009
during which the loss was $13.9 million.  For the nine month
period ended September 30, 2010 the loss was $11.3 million as
compared to a loss of $19.7 million for the nine months ended
September 30, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$787.77 million in total assets, $762.60 million in total
liabilities, and stockholder's equity of $25.16 million.

Mr. Christopher Maher, President and Chief Executive Officer
stated that he is encouraged by the improvements described above
and pleased with the successful capital infusion.  He continued by
saying that this is an exciting and challenging time for the Bank
as the new capital will allow for the restructuring of the balance
sheet and the implementation of management's plans to restore the
Company to profitability.  "I am eager to work with the directors,
officers and employees who are all united in this effort".

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6e70

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e71

As reported in the Troubled Company Reporter on March 18, 2010,
McGladrey & Pullen, LLP, in New Haven, Conn., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted of the Company's net losses for 2009 and 2008 and
uncertainty about the Company's and Patriot National Bank's
ability to maintain compliance with regulatory capital
requirements.  In February 2009, Patriot National Bank entered
into a formal written agreement with its primary regulator which
required the Bank to develop and maintain a capital plan.

                  About Patriot National Bancorp

Stamford, Conn.-based Patriot National Bancorp, Inc. (NASDAQ:
PNBK) is the parent company of Patriot National Bank, a national
banking association headquartered in Stamford, Fairfield County,
in Connecticut.  Patriot National Bank has 19 full service
branches, 16 in Connecticut and three in New York.


PAUL BRADSHAW: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Paul Gareth Bradshaw
        305 W. Lakeland
        Morton, IL 61550
        Tel: (309) 674-3167

Bankruptcy Case No.: 10-83500

Chapter 11 Petition Date: November 13, 2010

Court: U.S. Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Jonathan A. Backman, Esq.
                  117 N. Center Street
                  Bloomington, IL 61701
                  Tel: (309) 820-7420
                  Fax: (309) 820-7430
                  E-mail: jabackman@backlawoffice.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/ilcb10-83500.pdf


PETROLEUM & FRANCHISE: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Petroleum & Franchise Funding, LLC, filed with the U.S. Bankruptcy
Court for District of Connecticut its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $66,132,915
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $54,782,580
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                               $24
                                 -----------      -----------
        TOTAL                    $66,132,915       $54,782,604

Petroleum & Franchise Capital, LLC, a debtor-affiliate, also filed
its schedules, disclosing total assets of $48,828 and total
liabilities of $604,745.

                    About Petroleum & Franchise

Danbury, Connecticut-based Petroleum & Franchise Capital, LLC,
filed for Chapter 11 bankruptcy protection on June 23, 2010
(Bankr. D. Conn. Case No. 10-51465).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, represents the Debtor.
The Company estimated its assets and debts at $50 million to
$100 million.

Petroleum & Franchise Funding, LLC, an affiliate of the Debtor, a
filed separate Chapter 11 petition on June 23, 2010 (Case No. 10-
51467).  The Company estimated its assets and debts at $50 million
to $100 million.


PHYSICAL PROPERTY: Posts HK$118,000 Net Loss in Q3 2010
-------------------------------------------------------
Physical Property Holdings Inc. filed its quarterly report on Form
10-Q, reporting a net loss of HK$118,000 on HK$202,000 of revenue
for the three months ended September 30, 2010, compared with a net
loss of HK$73,000 on HK$171,000 of revenue for the same period of
2009.

The Company had negative working capital of HK$1.28 million and an
accumulated deficit of HK$74.08 million as of September 30, 2010.

The Company's balance sheet at September 30, 2010, showed
HK$10.76 million in total assets, HK$11.01 million in total
liabilities, and stockholders' deficit of HK$250,000.

Mazars CPA Limited, in Hong Kong, 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 had a negative working capital as of
December 31, 2009, and incurred a loss for the year then ended.

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

               http://researcharchives.com/t/s?6e77

Physical Property Holdings Inc. (formerly known as Physical Spa &
Fitness Inc.), through its wholly-owned subsidiary Good Partner
Limited, owns five residential apartments located in Hong Kong.
The Company was incorporated on September 21, 1988, under the laws
of the United States of America.


PRESIDIO INC: Moody's Assigns 'B1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has assigned first-time corporate family
and probability of default ratings of B1 to Presidio, Inc.
Concurrently, Moody's assigned Ba3 ratings to the company's
proposed $35 million Senior Secured Revolving Credit Facility due
2013 and $300 Million Senior Secured Term Loan due 2015.  The
rating outlook is stable.

The ratings were assigned in connection with Presidio's proposed
debt issuance, which will be used primarily to repay existing debt
of about $70 million (due in July 2011) and to issue a shareholder
distribution of $240 million.  The assigned ratings are subject to
review of final documentation and no material change in the terms
and conditions of the transaction as advised to Moody's.

                        Ratings Rationale

Presidio's B1 CFR reflects the company's moderately high financial
leverage (partly arising from the planned distribution to
shareholders); small size and scale relative to larger and
financially stronger technology services and managed services
firms; limited geographic presence within the U.S. (principally
the East Coast, Midwest, and Gulf Coast regions, although its
customer base is national in scale); a concentrated business
profile supplier base in which one OEM vendor (Cisco Systems,
Inc.) accounts for the majority of solutions revenue; and the
reliance on acquisitions to drive revenue growth.

At the same time, the B1 CFR is supported by Presidio's niche
market position as a solutions provider within the rapidly
evolving areas of data center virtualization, unified
communications, mobility, and network security which provides
strong growth prospects over the long term.  In addition, the
company's strong partnerships with leading technology vendors such
as Cisco, Oracle/Sun, EMC, and IBM serve as a foundation to
support continuing profitability and cash flow generation.  The
rating also considers Presidio's solid operating performance
throughout the economic recession in a business requiring minimal
capital investment.

The stable outlook reflects Moody's expectation that Presidio will
maintain its market position, generate revenue growth, and produce
consistent levels of operating profits and cash flows as IT
spending increases with a recovering economy in 2011.

Pro forma for the proposed financing, Presidio's leverage (Moody's
adjusted debt to EBITDA) will be about 4x based on pro forma
financial results for the trailing twelve months.  The rating
could be upgraded or downgraded if leverage were to move more than
one turn on a sustained basis.  Ratings could also experience
downwards pressure if additional dividends are paid to
shareholders.

These first-time ratings/assessments were assigned:

* Corporate Family Rating -- B1

* Probability of Default Rating -- B1

* $300 Million Senior Secured Term Loan due 2013 -- Ba3 (LGD2 -
  29%)

* $35 Million Senior Secured Revolving Credit Facility due 2015 --
  Ba3 (LGD2 -- 29 %)

Based in Greenbelt, Maryland, Presidio, Inc., with approximately
$1.2 billion of revenue for the last twelve month-period ended
September 30, 2010, is a provider of information technology
infrastructure and services focused on data center virtualization,
contact centers, mobility, and security for commercial and
government clients within the U.S.


QR PROPERTIES: Section 341(a) Meeting Scheduled for Dec. 8
----------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of QR
Properties, LLC's creditors on December 8, 2010, at 11:00 a.m.
The meeting will be held at Worcester U.S. Trustee Office, 446
Main Street, 1st Floor, Worcester, MA 01608.

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.

Templeton, Massachusetts-based QR Properties, LLC, filed for
Chapter 11 bankruptcy protection on November 3, 2010 (Bankr. D.
Mass. Case No. 10-45514).  Joseph G. Butler, Esq., at Barron &
Stadfeld, P.C., assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million.


QR PROPERTIES: Taps Barron & Stadfeld as Bankruptcy Counsel
-----------------------------------------------------------
QR Properties, LLC, asks for authorization from the U.S.
Bankruptcy Court for the District of Massachusetts to employ
Barron & Stadfeld, P.C., as bankruptcy counsel.

Barron & Stadfeld will:

     a. represent the Debtor in any adversary proceedings which
        may be commenced in the Debtor's Chapter 11 case;

     b. represent the Debtor in negotiations with its creditors;

     c. draft and file the plan and disclosure statement; and

     d. represent the Debtor at hearings before the Court.

Barron & Stadfeld has received a retainer in the Debtor's
bankruptcy case in the amount of $17,500 from 737 Main Street,
LLC, which is owned by Ronald Peabody and M. F. Rolla, the
Debtor's manager.

Joseph G. Butler, Esq., a shareholder of Barron & Stadfeld,
assures the Court that the firm is a "disinterested person" as
that term defined in Section 101(14) of the Bankruptcy Code.

Templeton, Massachusetts-based QR Properties, LLC, filed for
Chapter 11 bankruptcy protection on November 3, 2010 (Bankr. D.
Mass. Case No. 10-45514).  Joseph G. Butler, Esq., at Barron &
Stadfeld, P.C., assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million.


QUEPASA CORP: Posts $318,200 Net Loss in September 30 Quarter
-------------------------------------------------------------
Quepasa Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $318,173 on $2.72 million of revenue for
the three months ended September 30, 2010, compared with a net
loss of $2.94 million on $51,827 of revenue for the same period of
2009.

As of September 30, 2010, the Company had a stockholders' deficit
of $3.28 million and accumulated losses from inception of
$164.28 million.

The Company's balance sheet at September 30, 2010, showed
$3.39 million in total assets, $6.67 million in total liabilities,
and a stockholders' deficit of $3.28 million.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted of the Company's
net loss and net cash used in operating activities in 2009 of
$10.58 million and $3.88 million, respectively, and a
stockholders' deficit and an accumulated deficit of $3.90 million
and $159.33 million, respectively, at December 31, 2009.

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

               http://researcharchives.com/t/s?6e7b

                    About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site http://www.Quepasa.com/operates as an online
social community for young Hispanics.


RACE POINT: S&P Assigns 'BB-' Rating to $370 Mil. Senior Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
rating to Race Point's $370 million, seven-year senior secured
term loan.  S&P also assigned a preliminary recovery rating of '2'
to the loan, indicating expectations for substantial recovery of
principal (70%-90%) in the event of a payment default.  The
outlook is stable.

A portfolio of seven U.S.-based power generation projects and 12
Spain-based power cogeneration projects will service the loan.
The loan will be a joint and several liability of the four co-
borrowers, which are owned by three ArcLight Capital Partners
funds.  They will use proceeds to repay a portion of existing
intermediary debt, acquire new interests, fund a capital
expenditure reserve account and an operating project-specific
reserve, pay related transaction fees and expenses, and make a
one-time distribution to ArcLight.  Ratings are preliminary
pending review of final structure and legal documents, which are
expected to meet Standard & Poor's criteria for special-purpose
entities.  This structure is expected to insulate Race Point from
any control effects of the ArcLight funds.


RADIO ONE: Lowers Hurdle for 2011 Notes Exchange Offer
------------------------------------------------------
Radio One, Inc., has amended certain of the terms of its pending
exchange offer relating to its 8-7/8% Senior Subordinated Notes
due 2011 and its 6-3/8% Senior Subordinated Notes due 2013 to
reduce the minimum tender condition relating to its 2011 Notes to
provide that a minimum of 90% in aggregate principal amount
outstanding of the 2011 Notes be validly tendered and not
withdrawn.

The previous hurdle was at least 95% in aggregate principal amount
of the 2011 Notes be validly tendered and not withdrawn.

Radio One said the other minimum tender condition that at least
95% of the combined aggregate principal amount outstanding of the
2011 Notes and the 2013 Notes be validly tendered and not
withdrawn remains unchanged.  The Company has obtained the
required consent under the Support Agreement between it and
certain holders of its Existing Notes to reduce the minimum tender
condition relating to the tender of the 2011 Notes.

As reported by the Troubled Company Reporter on November 11, 2010,
Radio One amended the terms of its pending exchange offer that is
designed to refinance substantially all of its existing
indebtedness under its 8-7/8% Senior Subordinated Notes due 2011
and 6-3/8% Senior Subordinated Notes due 2013.

Key terms of these transactions include:

   * An amended exchange offer pursuant to an Amended and Restated
     Exchange Offer and Consent Solicitation Statement and
     Offering Memorandum, dated as of November 5, 2010 to offer:

        i) $1,000 principal amount of the Company's new
           12.5%/15.0% Senior Subordinated Notes due 2016 in
           exchange for each $1,000 in principal amount of the
           2011 Notes; and

       ii) $950 principal amount of Exchange Notes in exchange for
           each $1,000 principal amount of the 2013 Notes, along
           with a concurrent consent solicitation to amend the
           indentures governing the Existing Notes to delete
           substantially all of the covenants contained therein.

           The terms of the Exchange Notes have been amended to
           provide for, among other things, (i) a maturity of
           66 months after initial issuance, (ii) interest
           to accrue at a rate of 12.5% per annum if paid in cash
           and (iii) that such Exchange Notes will only be
           subordinated in right of payment to borrowings of up to
           a maximum of $415 million and any other obligations
           under the Company's Credit Facility.

The TCR reported that as of 5:00 p.m., New York City time, on
November 5, 2010, approximately 92% of the combined aggregate
principal amount outstanding of the 2011 Notes and the 2013 Notes,
including approximately 78% of the 2011 Notes, had been validly
tendered into the exchange offer and not withdrawn.

The completion of the Amended Exchange Offer is subject to a
number of conditions in addition to the minimum tender conditions,
as set forth in the Amended Offering Memorandum.

The TCR earlier said the Company has entered into a Support
Agreement with certain holders of Existing Notes, who collectively
represent approximately 86.8% of the aggregate principal amount of
the outstanding Existing Notes with approximately 84.7% of the
aggregate principal amount of the outstanding 2011 Notes and
approximately 87.9% of the aggregate principal amount of the
outstanding 2013 Notes, pursuant to which such holders agreed,
subject to the terms and conditions set forth therein, to tender
all of their Existing Notes into the Amended Exchange Offer.  The
previously announced Support and Backstop Agreement, dated June
16, 2010, terminated in accordance with its terms on September 1,
2010.

In the event the Amended Exchange Offer is successfully completed,
the Company anticipates the payment blockage notice previously
delivered by the Agent to the trustee under the indenture relating
to the 2013 Notes will be terminated and the Company will be
permitted to pay the interest that was due on August 16, 2010 to
holders of the 2013 Notes.  Holders of 2013 Notes who tender their
notes in the Amended Exchange Offer will receive such overdue
interest on the Settlement Date.

The Amended Exchange Offer is only made, and copies of the
offering documents will only be made available, to holders of
Existing Notes that have certified certain matters to the Company,
including their status as a "qualified institutional buyer" within
the meaning of Rule 144A under the Securities Act of 1933, as
amended, an institutional "accredited investor" within the meaning
of Rule 501(a)(1), (2), (3), or (7) under the Securities Act or as
a "non-U.S. Person" within the meaning of the Securities Act.  BNY
Mellon Shareowner Services is acting as exchange agent and
information agent and may be contacted at (800) 777-3674 or (201)
680-6579.

The Amended Exchange Offer will expire at 5:00 p.m., New York City
time, on November 19, 2010, unless extended by the Company, which
time is the "Expiration Time."  The "Settlement Date" will be a
date promptly following the Expiration Time, assuming the Offer
Conditions continue to be satisfied or waived.

The new securities issued pursuant to the Amended Exchange Offer
have not been registered under the Securities Act or any state
securities laws. Therefore, the new securities may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and any applicable state securities laws.

                          About Radio One

Based in Washington, Radio One, Inc. (Nasdaq:  ROIAK and ROIA) --
http://www.radio-one.com/-- is a diversified media company that
primarily targets African-American and urban consumers.  The
Company is one of the nation's largest radio broadcasting
companies, currently owning 53 broadcast stations located in 16
urban markets in the United States.   Radio One operates
syndicated programming including the Russ Parr Morning Show, the
Yolanda Adams Morning Show, the Rickey Smiley Morning Show, CoCo
Brother Live, CoCo Brother's "Spirit" program, Bishop T.D. Jakes'
"Empowering Moments", the Reverend Al Sharpton Show, and the
Warren Ballentine Show.

The Company also owns a controlling interest in Reach Media, Inc.
-- http://www.blackamericaweb.com/-- owner of the Tom Joyner
Morning Show and other businesses associated with Tom Joyner.
Radio One owns Interactive One -- http://www.interactiveone.com/
-- an online platform serving the African-American community
through social content, news, information, and entertainment,
which operates a number of branded sites, including News One,
UrbanDaily, HelloBeautiful, Community Connect Inc. --
http://www.communityconnect.com/-- an online social networking
company, which operates a number of branded Web sites, including
BlackPlanet, MiGente, and Asian Avenue and an interest in TV One,
LLC -- http://www.tvoneonline.com/-- a cable/satellite network
programming primarily to African-Americans.

Ernst & Young LLP, in Baltimore, Maryland, expressed substantial
doubt about the Company's ability to continue as a going concern
in its report on the Company's restated consolidated financial
statements for 2009.  The independent auditors noted that in June
and July 2010 the Company violated certain covenants of its loan
agreements, which ultimately may result in significant amounts of
outstanding debt becoming callable by lenders.

Moody's Investors Service has repositioned Radio One Inc.'s
Probability of Default Rating to Caa2/LD, from Caa2, following
expiration of the 30-day grace period under the indenture
governing the company's 6.375% senior subordinated notes due 2013.
The August interest payment was not made in accordance with the
scheduled terms, and Moody's treats the failure to meet the
original contractual terms as a limited default.  All of Radio
One's debt ratings remain under review for possible downgrade,
including Radio One's Caa1 corporate family rating.

In August 2010, Radio One warned in a regulatory filing that it
may have to file for bankruptcy absent an extension of a
forbearance agreement or waiver from its lenders.


RADIO ONE: Lenders Approve Credit Facility Amendment
----------------------------------------------------
Radio One, Inc., said financial institutions holding the majority
of outstanding loans and commitments under its senior secured
credit facility have approved the proposed amendment to its credit
facility.  The effectiveness of the Credit Facility Amendment is
conditioned on the completion of its Amended Exchange Offer, as
reported in today's Troubled Company Reporter.

As reported by the Troubled Company Reporter on November 11, 2010,
the amendment to the Credit Facility will, among other things:

       i) establish new financial covenant levels;

      ii) permit the Amended Exchange Offer and the payment of
          interest on the 2013 Notes that was otherwise due and
          payable on August 16, 2010;

     iii) waive any existing default or event of default that may
          have arisen under the Credit Facility prior to the
          effectiveness of the Credit Facility Amendment;

      iv) replace $323.0 million of outstanding revolving loans
          with a new term loan;

       v) provide revolving credit borrowings of up to $20.0
          million that the Company can utilize for working capital
          and general corporate purposes and an additional $18.8
          million that can only be used for certain specified
          purposes, in each case subject to certain conditions and
          limitations; and

      vi) effect other amendments to permit the Amended Exchange
          Offer to occur in accordance with the terms set forth in
          the Amended Offering Memorandum.

The Company negotiated the terms of the Credit Facility Amendment
with Wells Fargo Bank, N.A.

                          About Radio One

Based in Washington, Radio One, Inc. (Nasdaq:  ROIAK and ROIA) --
http://www.radio-one.com/-- is a diversified media company that
primarily targets African-American and urban consumers.  The
Company is one of the nation's largest radio broadcasting
companies, currently owning 53 broadcast stations located in 16
urban markets in the United States.   Radio One operates
syndicated programming including the Russ Parr Morning Show, the
Yolanda Adams Morning Show, the Rickey Smiley Morning Show, CoCo
Brother Live, CoCo Brother's "Spirit" program, Bishop T.D. Jakes'
"Empowering Moments", the Reverend Al Sharpton Show, and the
Warren Ballentine Show.

The Company also owns a controlling interest in Reach Media, Inc.
-- http://www.blackamericaweb.com/-- owner of the Tom Joyner
Morning Show and other businesses associated with Tom Joyner.
Radio One owns Interactive One -- http://www.interactiveone.com/
-- an online platform serving the African-American community
through social content, news, information, and entertainment,
which operates a number of branded sites, including News One,
UrbanDaily, HelloBeautiful, Community Connect Inc. --
http://www.communityconnect.com/-- an online social networking
company, which operates a number of branded Web sites, including
BlackPlanet, MiGente, and Asian Avenue and an interest in TV One,
LLC -- http://www.tvoneonline.com/-- a cable/satellite network
programming primarily to African-Americans.

Ernst & Young LLP, in Baltimore, Maryland, expressed substantial
doubt about the Company's ability to continue as a going concern
in its report on the Company's restated consolidated financial
statements for 2009.  The independent auditors noted that in June
and July 2010 the Company violated certain covenants of its loan
agreements, which ultimately may result in significant amounts of
outstanding debt becoming callable by lenders.

Moody's Investors Service has repositioned Radio One Inc.'s
Probability of Default Rating to Caa2/LD, from Caa2, following
expiration of the 30-day grace period under the indenture
governing the company's 6.375% senior subordinated notes due 2013.
The August interest payment was not made in accordance with the
scheduled terms, and Moody's treats the failure to meet the
original contractual terms as a limited default.  All of Radio
One's debt ratings remain under review for possible downgrade,
including Radio One's Caa1 corporate family rating.

In August 2010, Radio One warned in a regulatory filing that it
may have to file for bankruptcy absent an extension of a
forbearance agreement or waiver from its lenders.


RAIN CII: Moody's Upgrades Corporate Family Rating to 'B1'
----------------------------------------------------------
Moody's upgraded Rain CII Carbon LLC's corporate family and
probability of default ratings to B1 from B2.  At the same time
Moody's assigned a B1 rating to the $400 million proposed senior
secured notes issue.  The outlook is stable.

The proceeds from the notes offering will be used to repay
approximately $109 million of term loans and tender for the
$235 million in subordinated notes due 2015, pay fees and
expenses, and provide partial funding for the construction of two
new waste-heat recovery projects at the company's Lake Charles and
Robinson calcined petroleum coke plants.  Following completion of
the proposed new note issue, Moody's expects to withdraw the
ratings on RCC's existing term debt and revolving credit facility.
To the extent any residual amounts remain under the $235 million
in subordinated notes, the rating is expected to remain at the B3
level.

                        Ratings Rationale

The upgrade of RCC's corporate family rating to B1 from B2
acknowledges the company's consistent free cash flow generation,
which has allowed for debt reduction, and acceptable performance
throughout the recent downturn, notwithstanding a roughly 20%
decrease in the company's calcined petroleum coke volumes on a
roughly 7.7% drop in global aluminum production.  The upgrade also
incorporates Moody's view that RCC will continue to generate solid
EBITDA and free cash flow going forward.  Moody's expect that by
year-end 2010, RCC's leverage, as measured by the debt/EBITDA
ratio, will be between 3 and 3.5x, a significant improvement from
the 7.5x position at year-end 2007.  A meaningful level of
improvement has come from EBITDA growth, which Moody's believe is
sustainable given the tightness in the CPC market and growth in
global aluminum production, which is up about 3% year-over-year
through September 30, 2010.

RCC's B1 corporate family rating considers its strong contract
position for both its raw material requirements, green petroleum
coke, and its sale of CPC.  GPC, a petroleum refining by-product,
represents approximately 70% of the cost of making calcined coke
or CPC.  CPC is a critical raw material required for the
production of carbon anodes used in the aluminum smelting process
and there is no known economic substitute for anode grade calcined
coke.  As a consequence, RCC's performance is more sensitive to
global aluminum production levels that it is to aluminum prices.
In addition, given the relationship between GPC costs and CPC
price realizations, margins tend to remain relatively stable even
during periods of weakness in the aluminum industry.

The rating also considers the company's position within the larger
Rain CII group and the position Rain CII has as a leading supplier
of CPC (total Rain CII group capacity approximately 2.4 million
metric tons, RCC accounting for roughly 1.9 million metric tons)
to the global aluminum industry.

At the same time, the rating is constrained by the company's
relatively small size, limited operational and product
diversification, and negative tangible net worth.  In addition, on
a pro-forma basis, the proposed transaction moderately increases
balance sheet debt; however, Moody's expect continued growth in
EBITDA to accommodate this increase allowing leverage ratios to
remain within a level appropriate for the rating.  While RCC's
capital expenditure program over the next several years for new
waste-heat recovery capability within two more of its plants is
expected to use a more significant portion of cash flow, these
projects', over the medium term, will provide further energy self-
sufficiency and additional steam for third party sales.

RCC's stable outlook reflects its contract positions for CPC and
GPC as well as its ability to generate positive cash flow in times
of weak end user demand.  However, the company is vulnerable to
production curtailments in the aluminum industry, which would in
turn result in lower demand for CPC.

Given the relatively small size of the company and its single
product exposure, further upward rating movement is unlikely at
this time.  However, the rating or outlook could be favorably
impacted should the company demonstrate an ability to sustain
leverage (as measured by debt/EBITDA) of less than 3.0x,
EBITDA/interest above 5.0x and free cash flow to debt of at least
10%.

RCC's ratings could experience downward pressure if the
fundamentals of its business were to dramatically change or key
suppliers or offtakers were to move their business or curtail
operations.  In addition, an increase in leverage as measured by
the debt/EBITDA ratio to more than 4x or the inability to generate
free cash flow could negatively impact the rating or the outlook.

The notes will initially be secured by a first lien on all assets
of RCC.  Moody's notes that the documents allow for a revolving
credit facility, to be secured by receivables and inventory, to
subsequently be put in place, at which time the notes would move
to a second lien position on the receivables and inventory.
Moody's also comments that the document allows increased first
lien debt based upon a basket definition and in the event such
were to be utilized, the notes would move to a second lien
position.

Upgrades:

Issuer: Rain CII Carbon LLC

  -- Probability of Default Rating, Upgraded to B1 from B2
  -- Corporate Family Rating, Upgraded to B1 from B2

Assignments:

Issuer: Rain CII Carbon LLC

  -- Senior Secured Regular Bond/Debenture, Assigned B1, LGD3 -
     49%

RCC is a majority owned subsidiary of Rain CII Carbon (India)
Limited.  RCC sells CPC for two principal end uses, the production
of aluminum and the production of titanium dioxide, although the
majority of sales are to the aluminum industry.  RCC also sells
steam and electricity from waste heat generated during the
calcining process.  For the twelve months ended June 30, 2010, RCC
generated approximately $430 million in revenues.


S & Y ENTERPRISES: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: S & Y Enterprises, LLC
        158 North 4th Street
        Brooklyn, NY 11211

Bankruptcy Case No.: 10-50623

Chapter 11 Petition Date: November 11, 2010

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: David Carlebach, Esq.
                  40 Exchange Place, Suite 1306
                  New York, NY 10005
                  Tel: (212) 785-3041
                  Fax: (212) 785-3618
                  E-mail: david@carlebachlaw.com

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

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

The petition was signed by Yehuda Backer, managing member.

Debtor's List of six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Backer Group, LLC              --                   $1,089,000
158 North 4th Street
Brooklyn, NY 11211

Maple St., LLC                     --                     $840,000
158 North 4th Street
Brooklyn, NY 11211

Pacific Dean Realty, LLC           --                     $340,000
158 North 4th Street
Brooklyn, NY 11211

New York City Department           --                      $48,206

David Dukoff, CPA                  --                      $33,000

New York City Water Board          --                          $77


SAIGON VILLAGE: Can Use Cash Collateral to Pay Utility Bills
------------------------------------------------------------
The Hon. Stephen L. Johnson of the U.S. Bankruptcy Court for the
District of California approved the eight stipulation authorizing
Saigon Village, LLC, to use cash collateral of East West Bank.

The bank claims an interest in certain real property owned by the
Debtor estate at 6032-6096 Stevenson Blvd., Fremont, California,
in Alameda County.

The Debtor would use the cash collateral to pay invoices
pertaining to utility service and maintenance of the property:

     PG&E Acct. No. 2462-7:           $154
     PG&E Acct. No. 2676-0:           $165
     AT&T:                            $146
     United States Trustee:           $650
     Allied Waste:                    $504
     Cintas Fire Protection         $1,060
                                    ------
     Total:                         $2,681

The Debtor related that the bank is adequately protected because
the property has a value of $24,000,000.  The bank does not agree
that it is adequately protected.

                     About Saigon Village, LLC

Milpitas, California-based Saigon Village, LLC, filed for Chapter
11 bankruptcy protection on December 3, 2009 (Bankr. N.D. Calif.
Case No. 09-60597).  Lawrence A. Jacobson, Esq., at Law Offices of
Cohen and Jacobson represents the Debtor.  The Company estimated
assets and liabilities at $10 million to $50 million.


SALON MEDIA: Posts $523,000 Net Loss in September 30 Quarter
------------------------------------------------------------
Salon Media Group, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $523,000 on $1.37 million of revenue
for the three months ended September 30, 2010, compared with a net
loss of $1.08 million on $1.03 million of revenue for the same
period ended September 30, 2009.

The Company's operating forecast for the remainder of the fiscal
year ending March 31, 2011, anticipates continued but reduced
operating losses.  Salon estimates it will require between
$750,000 and $1 million in additional funding to meet its
operating needs for the balance of its fiscal year.

Salon does not currently have an agreement in place to provide any
financing, and there is no certainty that Salon will be able to
enter into definitive agreements for additional financing on
commercially reasonable terms, if at all.

The Company's balance sheet at September 30, 2010, showed
$2.10 million in total assets, $9.99 million in total liabilities,
and a stockholders' deficit of $7.89 million.

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

               http://researcharchives.com/t/s?6e87

As reported in the Troubled Company Reporter on June 29, 2010,
Burr Pilger Mayer, Inc., in San Francisco, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its results for the fiscal year ended
March 31, 2010.  The independent auditors noted that the Company
has suffered recurring losses and negative cash flows from
operations and has an accumulated deficit of $105.8 million at
March 31, 2010.

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.


SEITEL INC: Files Form 10-Q; Posts $15.9MM Net Loss in Q3 2010
--------------------------------------------------------------
Seitel, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $15.9 million on $46.1 million of revenue for the
three months ended September 30, 2010, compared to a net loss of
$28.0 million on $19.5 million of revenue for the same period of
2009.

The Company's balance sheet showed $478.9 million in total assets,
$485.4 million in total liabilities, and stockholders' deficit of
$6.5 million.

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

               http://researcharchives.com/t/s?6e56

                        About Seitel, Inc.

Houston, Tex.-based Seitel, Inc. -- http://www.seitel-com/-- is a
leading provider of seismic data to the oil and gas industry in
North America.  Seitel's data products and services are critical
for the exploration for, and development and management of, oil
and gas reserves by oil and gas companies.  Seitel owns an
extensive library of proprietary onshore and offshore seismic data
that it has accumulated since 1982 and that it licenses to a wide
range of oil and gas companies.

                          *     *     *

Seitel, Inc., carries Standard & Poor's Ratings Services corporate
credit rating 'CCC+'.  The outlook is developing.


SHARON MELAMED: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Sharon Melamed
                 aka Shawn Melamed
                     Shawn Sharon Melamed
               Jenous Tootian
               4360 Estrondo Place
               Encino, CA 91436

Bankruptcy Case No.: 10-24270

Chapter 11 Petition Date: November 11, 2010

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtors' Counsel: Bruce G. Landau, Esq.
                  8306 Wilshire Boulevard, #1803
                  Beverly Hills, CA 90211
                  Tel: (310) 838-1507
                  E-mail: bgl26@aol.com

Scheduled Assets: $1,527,350

Scheduled Debts: $9,049,904

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-24270.pdf


SOUTH COUNTY: Moody's Affirms 'Ba1' Ratings to $54 Mil. Bonds
-------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 long-term ratings
assigned to South County Hospital's $54 million of outstanding
bonds.  The outlook is revised to stable from negative reflecting
the improvement in financial performance over the past year and
growth in liquidity.

Legal Security: The bonds are issued under the Master Trust
Indenture and are secured by a general obligation guaranty by the
South County Hospital Healthcare System Endowment and by a pledge
of the hospital's gross receipts.  The Endowment is not a member
of the Obligated Group, which consists solely of South County
Hospital but Moody's includes the Endowment in Moody's analysis
given the guaranty.  Mortgage lien on the hospital's patient care
facilities and ancillary structures which secures equally all
notes issued under the MTI.  About $3.5 million of the debt
service reserve fund was used to pay down a like amount in
principal, as part of the September 2009 remarketing of the Series
2006A bonds from auction mode to term mode.  Covenants under the
new agreement include 50 days cash on hand for fiscal year 2009,
55 days for FY 2010, 65 days for FY 2011, 70 days for FY 2012, and
75 days for FY 2013 and thereafter; and debt service coverage
ratio of .80 times for FY 2009 and 1.25 times for FY 2010 and
thereafter.

Interest Rate Derivatives: SCH entered into an interest rate swap
in conjunction with the issuance of the Series 2006A bonds.  With
the fixed rate swap, SCH pays interest of 3.52% and the variable
component is set at 67% of LIBOR with a current notional amount of
$51.2 million.  The counterparty is Merrill Lynch Capital
Services, Inc., and the swap terminates on September 15, 2035.
The hospital's payment obligations under its 2006 Swap Agreement
are parity obligations and secured by the Guaranty and the
Mortgage.  Regularly scheduled swap payments, exclusive of
termination payments, are insured by Radian.  As of November 10,
2010, no funds were posted for collateral requirements related to
the swap.  It is management's intention to unwind the swap once
market conditions are more favorable.

                            Strengths

* Improved financial performance in unaudited fiscal year 2010
  with $8.2 million of operating cash flow (6.7% margin) compared
  to results in FY 2009 with $7.3 million of operating cash flow
  (6.3% margin); the hospital which represents 91% of system net
  patient revenues showed much improvement with a slight operating
  loss of $567 thousand in FY 2010 compared to a $3.4 million loss
  in FY 2009 which included $4 million of support from the
  Endowment

* Growth in absolute liquidity to 126.4 days ($40.3 million) at
  unaudited fiscal year end 2010 from 92.5 ($29.6 million) in FY
  2009

* Successful renegotiation of rates and repayment terms with
  Radian for the next two years following the remarketing of
  Series 2006A bonds from auction mode to term mode during FY 2009
  which removed some of the debt structure risk

* Improving debt measures attributed to improved operating
  performance and debt pay down; debt to cash flow ratio of 6.1
  times and MADS coverage of 2.8 times in FY 2010

* Leading market share (53%) in a favorable primary service area
  with limited competition from the nearest hospitals that are
  approximately 45 minute drive away

* Favorable payor mix with ~ 45% commercial payers and ~44%
  Medicare and low 6% Medicaid

* Implementation of various expense reduction initiatives are
  projected to yield $4 million in savings in FY 2011

                           Challenges

* Continued negative volumes trends in FY 2010, particularly in
  inpatient admissions down 9%; however Moody's notes that when
  combined with observation stays the decline is a more manageable
  1.2%

* Despite improvement in performance, operating deficits have
  continued although much improved in unaudited FY 2010 with an
  operating loss of $1.2 million (-1.0% operating margin) compared
  to an operating deficit of $7.9 million (-6.8% operating margin)
  in FY 2009

* 23% of bonds are variable rate and 77% are term bonds subject to
  annual negotiations after September 30, 2012 although the term
  bonds are not puttable; letter of credit expires in December
  2012

* Above average leverage position with 44% debt to revenues in FY
  2010 compared to the national median of 35.6%

* Investment portfolio with 80% allocated to equities and
  alternative strategies

* Small sized provider with $121.7 million in revenues and 4,886
  admissions in FY 2010

                   Recent Developments/Results

In unaudited FY 2010, SCH reported improved financial
performance over the prior fiscal year, with operating cash
flow of $8.2 million (6.7% margin) as compared to $7.3 million
operating cash flow (6.3% margin) in FY 2009.  A large portion
of the improved cash flow can be attributed to the material
decrease in interest expense after the successful remarketing
of the Series 2006A bonds from auction mode to a one-year term
mode on September 15, 2009.  In this agreement, which expired on
September 30, 2010, Radian Asset Insurance, Inc. became the sole
bondholder and SCH paid 2% interest in FY 2010 as compared to
12% in FY 2009 following the auction rate failure.  As a result
of the restructuring with Radian, interest expense declined 64%
for a reduction of $5 million.  Following this initial interest
period, SCH and Radian negotiated a two-year term, expiring on
September 30, 2012, with interest at 2% plus 67% of LIBOR and a
pre-payment of principal of $2.7 million.  Following this second
interest period, the term interest rate will be negotiated by SCH
and Radian on an annual basis which creates longer-term
uncertainty.

In addition to successful renegotiation of the Series 2006A term
bonds, management also successfully renegotiated the financial
covenants associated with the Letter of Credit for the Series
2003B and 2003C bonds.  RBS Citizens, the Letter of Credit (LOC)
provider, agreed to amend the required financial covenants such
that the minimum days cash on hand of the hospital and endowment
combined was reduced from 125 days to 55 days for FY 2010, 65 days
for FY 2011, and 70 days for FY 2012 and thereafter.  SCH was in
compliance in FY 2010 with 126.4 days and 2.8 times and expects to
remain in compliance.

With the successful restructuring of the bonds, and the ensuing
reduction in interest expense mentioned above, SCH achieved an
85% improvement in operating performance in FY 2010 with an
operating loss of $1.2 million (-1.0% margin) as compared to FY
2009 with an operating loss of $7.9 million (-6.8% margin).  The
hospital which represents 91% of system net patient revenues
showed much improvement with a slight operating loss of $567
thousand in FY 2010 compared to a $3.4 million loss in FY 2009
which included $4 million of support from the Endowment.  Despite
volume declines in combined inpatient admission and observation
stays (1.2%), outpatient surgeries (1.8%), and outpatient visits
(1.8%), revenue increased by 5%.  Management attributes the
increase in revenue to double digit increases in commercial payor
rates effective through the first half of FY 2011 and revenue
cycle improvements bringing days in accounts receivable to a very
low 26.6 (compared to the national median of 45.2 days).  SCH
further attributes the decline in volumes to the continuing
economic recession, higher co-pays, and patients deferring medical
care.  Other expense reduction initiatives were implemented and
are projected to produce $4 million in savings in FY 2011.  These
initiatives included a wage freeze, 5% reduction in senior
leadership salaries, reduction in paid time off for salaried
staff, definite benefit plan freeze, and adoption of self-insured
employee health plan.

With the breakeven operating performance in FY 2010, SCH's debt
ratios improved, with debt-to-cash flow at 6.1 times a material
improvement over the prior year of an exceptionally unfavorable
28.8 times.  Maximum annual debt service coverage increased to 2.8
times in FY 2010 providing more than adequate headroom above the
new covenant of 1.25 times coverage.  The hospital continues to be
leveraged as compared to Ba peers with debt-to-total operating
revenue measured at 44.2% in FY 2010 compared to the Ba median of
32.9%.

At unaudited FYE 2010, SCH's unrestricted cash improved 36% to
$40.3 million at FYE 2010 from $29.6 million at FYE 2009, in part
due to the self imposed elimination of financial support from the
Endowment, improved revenue cycle, decrease in collateral posting
requirements and increased cash flow.  Days cash on hand improved
to 126.4 days cash on hand at FYE 2010, well above the bond
covenants mentioned above, from 92.4 days cash on hand at FYE
2009.  Further benefiting its unrestricted cash, SCH froze its
defined contribution plan at present value at the end of FY 2010
and moved all of its employees to a defined contribution plan.
This reduced SCH's required contribution to $2.6 million in FY
2010 as opposed to the budgeted $3.6 million.  Going forward SCH
will not be required to contribute to the defined benefit plan
until FY 2013.  Management has also successfully reduced its debt
by almost $18 million since FYE 2007 through the use of unused
project funds to repay debt, some approved use of the debt service
reserve fund to pay debt, the pay down of the short term lines of
credit, and annual principal payments.  With both the improved
liquidity position and the reduction in debt, cash to debt
improved to 74.5% at FYE 2010 from 49.6% at FYE 2009.  In FY 2011,
SCH plans to spend $4 million on routine capital and has no new
debt plans.  Average of plant in FY 2009 was 9.0 years, well below
the Ba median of 13.9 years.  SCH invests aggressively in 55%
equities and 25% in alternative investments and 20% fixed income.
As per management, returns are up 3% as of August 13, 2010.

Moody's views the leading market share of 53%, the 44% commercial
payors mix, and the favorable demographics in the primary service
as credit positives.  Furthermore, management has proven it
ability to stabilize a volatile situation and improve operations
while limiting annual Endowment support for operations.  However,
challenges remain in maintaining operating and cash flow margins,
reversing the volume trends, and negotiating future bond
agreements.  Management is also facing the December 2012
expiration of the Letter of Credit from RBC bank and what steps
it will take in the event that the LOC is not renewed.

                             Outlook

The stable outlook reflects Moody's belief that with the two year
extension of the terms of its Series 2006A bonds and the various
initiatives put in place over the last three years, financial
performance has been stabilized.  Challenges remain with regard to
operating performance, declining volume trends and leverage,
however at this time Moody's do not foresee a further rating
downgrade.

               What Could Change The Rating -- Up

Continued improvement in financial performance with operating
surpluses and continued growth in cash flow that are sustainable;
continued gains in liquidity; reversal of declining volume trends

              What Could Change The Rating -- Down

Reversal of current financial trends; material decline in
liquidity; increase in debt load without commensurate increase in
cash flow

                          Key Indicators

  -- Based on financial statements for South County Hospital
     Healthcare System Endowment and Affiliates

  -- First number reflects audit year ended September 30, 2009

  -- Second number reflects unaudited twelve month financials
     ending September 30, 2010

  -- Investment returns smoothed at 6% unless otherwise noted

* Inpatient admissions: 5,384; 4,886

* Total operating revenues: $116.2 million; $121.7 million

* Moody's-adjusted net revenue available for debt service:
  $10.3 million; $9.0 million

* Total debt outstanding: $59.7 million; $54.1 million

* Maximum annual debt service (MADS): $4.138 million;
  $4.183 million

* MADS coverage based on reported investment income: 1.53 times;
  2.47 times

* Moody's-adjusted MADS coverage: 2.40 times; 2.79 times

* Debt-to-cash flow: 28.28 times; 6.11 times

* Days cash on hand: 92.5 days; 126.4 days

* Cash-to-debt: 49.6%; 74.5%

* Operating margin: -6.8%; -1.0%

* Operating cash flow margin: 6.3%; 6.7%

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

  -- Series 2006A fixed rate bonds ($41.6 million outstanding);
     rated Ba1

  -- Series 2003B&C variable rate demand obligation bonds
     ($12.4 million outstanding); rated Ba1

The last rating action with respect to SCH was on November 24,
2009, when a municipal finance scale rating of Ba1 was confirmed
and the rating removed from Watchlist.  The outlook was negative.
That rating was subsequently recalibrated to Ba1 on May 7, 2010.


SPENCER SPIRIT: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and Probability of Default Rating to Spencer Spirit Holdings,
Inc., and a B2 rating to its proposed $150 million senior secured
notes.  Proceeds from the secured notes will be used to refinance
existing debt and make a distribution of approximately $87 million
to its existing owners.  The ratings assigned are based on terms
and conditions of the financing provided to Moody's.  The rating
outlook is stable.

                        Ratings Rationale

The B2 Corporate Family Rating reflects Spencer's high leverage
following the recapitalization, with debt/EBITDA estimated to be
in the mid 5 times range (incorporating Moody's standard
analytical adjustments) pro forma for the transaction.  The rating
is further constrained by the company's small scale, its focus on
narrow product categories (gifts, accessories, and Halloween-
related products) and high reliance on a single seasonal event --
Halloween -- for a significant portion of revenues.  The rating
also takes into consideration the company's longer term track
record of organic revenue growth and improving execution evidenced
in rising operating margins.

The B2 rating assigned to the secured notes reflects their secured
position in the company's capital structure.  The secured note
rating also reflects that Spencer has access to a $150 million
asset-based revolver (not rated) which has a first lien on the
company's accounts receivable and inventory.

The stable outlook reflects Moody's expectation that the company
will maintain stable revenues and operating margins and that it
will continue to invest in growth initiatives such as the
expansion of its Spirit Halloween business.

Ratings could be upgraded should the company deleverage, while
also maintaining stable operating performance, good liquidity, and
a balanced financial policy.  Quantitatively, an upgrade could be
achieved if debt/EBITDA approached 5.0 times and EBITA/interest
expense was sustained above 1.5 times.

Ratings could be downgraded if the company's performance falters
or liquidity erodes.  Aggressive financial policies such as debt
financed dividends could also result in a negative rating action.
Quantitatively, ratings could be downgraded if debt/EBITDA was
sustained above 6 times or EBITA/interest expense drops below 1.25
times.

These ratings were assigned:

  -- Corporate Family Rating at B2
  -- Probability of Default Rating at B2
  -- $150 million senior secured notes due 2016 at B2 (LGD 4, 56%)

The rating action is a first time rating assignment for Spencer
Spirit Holdings, Inc.

Spencer Spirit, headquartered in Egg Harbor, NJ, is a specialty
retailer primarily operating through two brands -- Spencer Gifts
and Spirit Halloween.  Revenue for the last twelve months ended
July 31, 2010, was approximately $552 million.


STATER BROS: Moody's Assigns 'B2' Rating to $255 Mil. Notes
-----------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Stater Bros.
Holdings Inc.'s proposed $255 million senior notes and affirmed
all other ratings, including the company's B2 Corporate Family and
Probability of Default ratings.  The ratings outlook is stable.

Proceeds from the new notes, along with cash on hand and
borrowings under a new $145 million senior secured term loan
due 2014, will be used to repurchase Stater Bros.' existing
$525 million 8.125% senior unsecured notes due 2012.

This rating was assigned:

  -- $255 million senior unsecured notes due 2018 at B2 (LGD 4,
     53%)

These ratings were affirmed:

  -- Corporate Family Rating at B2

  -- Probability of Default rating at B2

  -- $285 million senior unsecured notes due 2015 at B2 (LGD 4,
     53%)

This rating was affirmed and will be withdrawn upon closing of the
transaction:

  -- $525 million senior notes due 2012 at B2 (LGD 4, 52%)

                        Ratings Rationale

The affirmation of Stater Bros.' B2 Corporate Family Rating
reflects the company's weak pro forma credit metrics despite the
debt reduction associated with the proposed refinancing
transaction.  Pro forma debt/EBITDA is 5.8 times and
EBITA/interest is 1.6 times.  The ratings also reflect the
company's modest operating margins, which are typical within the
supermarket industry, small size and competition from larger and
financially stronger companies such as Vons (Safeway), Albertsons
(SuperValu), Ralphs (Kroger), Walmart, Costco and Target.

The ratings are supported by Stater Bros.' good market presence in
Southern California, positive free cash flow profile, and good
liquidity.  Pro forma for the proposed transaction, Stater Bros.
will have a large cash balance -- about $140 million -- and good
availability under a new $100 million revolving credit facility
that expires in 2014.

The stable rating outlook anticipates that the proposed debt
reduction will provide the company with additional cushion to
navigate the challenging economic and competitive environment in
Southern California which Moody's expects will continue in the
near-to-intermediate term.  At the same time, the stable outlook
acknowledges that the challenging operating environment will
likely limit the company's profit and cash flow improvement in the
foreseeable future.

The ratings could be upgraded if Stater Bros.' improves its same
store sales, operating margins, and credit metrics while
maintaining its positive free cash flow and good liquidity.
Quantitatively, an upgrade would require debt/EBITDA be sustained
below 5.25 times and EBITA/interest expense above 1.5 times.  The
ratings could be downgraded if Stater Bros.' operating performance
deteriorates such that debt/EBITDA exceeds 6.5 times,
EBITA/interest expense drops below1.25 times for an extended
period of time, or liquidity weakens.

Stater Bros., headquartered in San Bernadino, California, operates
167 Stater Bros. supermarkets in San Bernardino Country, Riverside
County, and adjoining areas of southern California.  Revenues for
the twelve months ended June 27, 2010, were about $3.7 billion.


STATER BROS: S&P Affirms Corporate Credit Rating at 'B+'
--------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its ratings,
including the 'B+' corporate credit rating, on San Bernardino,
California-based Stater Bros. Holdings Inc. At the same time, S&P
assigned a 'B+' issue-level rating and '4' recovery rating to the
company's $255 million senior unsecured notes due in 2018.  The
'4' recovery rating indicates S&P's expectation of average (30%-
50%) recovery of principal in the event of default.

The company intends to use the proceeds from these new offerings,
in addition to excess cash, to retire its $525 million senior
unsecured notes due in 2012, and thus reducing debt by
$125 million.

"The ratings on Stater Bros. reflect a weak business risk profile,
a highly leveraged financial risk profile, and S&P's expectation
that the refinancing will eventually lead to improvement in credit
measures," said Standard & Poor's credit analyst Charles Pinson-
Rose, "even though weak sales in Stater Bros.' marketing area may
affect near-term operating performance."


STEPHEN WECHSLER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Stephen B Wechsler
        505 East 79th Street, Apt 19BC
        New York, NY 10075-0709

Bankruptcy Case No.: 10-15970

Chapter 11 Petition Date: November 8, 2010

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtor's Counsel: Avrum J. Rosen, Esq.
                  THE LAW OFFICES OF AVRUM J. ROSEN, PLLC
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536
                  E-mail: ajrlaw@aol.com

Scheduled Assets: $3,123,900

Scheduled Debts: $4,244,766

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-15970.pdf


STONE ENERGY: Moody's Assigns 'Caa1' Rating to $100 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Stone Energy
Corporation's new notes which are a $100 million add-on to the
company's existing $275 million 8.625% senior notes due 2017.
Stone's Corporate Family Rating (of B3, Probability of Default
Rating of B3, and stable outlook are unaffected by this action.
In addition, the existing senior notes that are rated Caa1 and the
senior subordinated notes that are rated Caa2 are also unaffected.
The proceeds of the offering will initially be used for general
corporate purposes.

The B3 CFR and Caa1 senior note rating take into account the
company's reserve concentration in the Gulf of Mexico which
have a short reserve life due to rapid production decline rates.
The ratings also reflect Stone's extremely high finding and
development costs over the last three years (over $50 per BOE),
high debt to proved developed reserves of $11.85 per BOE, and
weak cash flow coverage, with debt plus future development costs
in excess of $22 per BOE of total proved reserves.  Stone's credit
metrics were adversely affected by poor drilling results in the
2008 and 2009 time frame.  Moody's expect the company to deliver
better finding and development costs in 2010.  Over the last two
years, Stone has reduced its total debt by nearly $300 million by
applying free cash flow to debt reduction.  However, challenges
remain ahead with increased uncertainty regarding drilling
activity in the deepwater Gulf of Mexico and the possibility of
increased regulatory requirements and costs for shallow water GOM
drilling.

Production declined in the third quarter due to natural well
declines as well as delayed drilling due to permitting issues in
the Gulf of Mexico.  More recently, activity levels have picked up
and the drilling of wells at the Amberjack platform has
recommenced.  As these new, highly productive wells are put on
production, Moody's expect the company's production decline rates
to reverse.  Looking forward, the company plans to diversify its
asset base by increasing its spending onshore, especially in the
Marcellus shale in Appalachia.

At September 30th, 2010, Stone had $50 million of borrowings in
addition to $63.1 million of letters of credit issued under its
recently re-determined $395 million borrowing base.  With
$282 million of availability, the company has adequate liquidity
for the time being but must address the upcoming July 1, 2011
expiration of its credit facility.

The last rating action on Stone was on June 24, 2010, when the
outlook was changed to stable from positive.  Future rating
actions will be driven by the degree of success the company
exhibits in growing reserves while controlling its debt levels.
A key determinate for the future direction of the company's
ratings will be the finding and development cost figures reported
with the company's yearend 2010 financial report.

Stone Energy Corporation, headquartered in Lafayette, LA., is an
independent oil and gas company engaged in the acquisition and
subsequent exploration, development, operation and production of
oil and gas properties located onshore and offshore in the Gulf of
Mexico.  Over the last few years, the company began expanding its
resource base to include the Appalachian region and the Rocky
Mountains.


STONE ENERGY: S&P Affirms 'B' Rating on Senior Unsec. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating and
affirmed its issue rating on Stone Energy Corp.'s 8.625% senior
unsecured notes due 2017 following a proposed $100 million add-on
to the notes, which will now total $375 million.

The issue-level rating is 'B' (the same as the corporate credit
rating).  As a result of S&P's revised recovery methodology for
exploration and production companies, the recovery rating on
Stone's senior unsecured debt was revised to '4', indicating S&P's
expectation of average (30% to 50%) recovery in the event of a
payment default, from '3'.  S&P notes, however, a meaningful
increase in the offering could result in a lower expected recovery
rating, which would result in lower unsecured debt and issue
ratings.

"S&P's recovery analysis incorporates Stone's plans to use the
proceeds from the proposed notes offering to repay outstanding
balances under its secured revolving credit facility and provide
additional liquidity for future spending needs," said Standard &
Poor's credit analyst Paul Harvey.

Stone Energy Corp. is an oil and gas company engaged in the
exploration and production of crude oil and natural gas.  The 'B'
corporate credit rating reflects the company's limited scale,
concentration in the mature U.S. Gulf of Mexico shelf region,
requirements for significant reinvestment to maintain production
levels, poor internal reserve replacement, and relatively high
cost base.  S&P's ratings on Stone also reflect the favorable
outlook for crude oil prices and healthy credit metrics.

                          Ratings List

                        Stone Energy Corp.

         Corporate credit rating            B/Stable/--

            Rating Affirmed; Recovery Rating Revised

                  Senior unsecured debt rating

                                          To          From
                                          --          ----
        8.625% sr unsecd nts due 2017     B           B
         Recovery rating                  4           3


STORY BUILDING: Can Use Wells Fargo Cash Collateral Until Dec. 4
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on December 2, 2010, at 10:30 p.m., to
consider Story Building LLC's request to use Wells Fargo Bank,
N.A.'s cash collateral.

Wells Fargo is trustee for the registered holders of J.P. Morgan
Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2004-C1.

The Bankruptcy Court previously entered an interim order allowing
the Debtor to access cash of Wells Fargo until December 4, to pay
ordinary and necessary operating expenses.

Wells Fargo asserts that the Debtor is indebted in excess of
$12 million plus interest and costs.  The Debtor disputes the
amount asserted by the lender.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lender replacement lien on
the Debtor's property of the same type, nature, validity, priority
and extent of its prepetition security interest.

The Debtor will also pay the lender adequate protection payments
amounting to $1,798.

                     About Story Building LLC

Story Building LLC is a real estate management company based in
Irvine, California.  The Company owns and operates a 13-story
historical building located in Downtown, Los Angeles, known as the
Walter P. Story Building, located at 610 S. Broadway.  The
building is primarily utilized as a jewelry plaza.  Sandford Frey,
Esq., at Creim Macias Koenig & Frey, LLP, in Los Angeles,
California, represents the Debtor.  The Company estimated assets
and debts at $10 million to $50 million.


TERREMARK WORLDWIDE: S&P Assigns 'CCC' Rating to $75 Mil. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'CCC' issue-
level rating and a '6' recovery rating to Miami-based data center
operator and managed service provider Terremark Worldwide Inc.'s
$75 million second-lien senior notes due 2013, to be issued under
Rule 144A with registration rights.  The '6' recovery rating
indicates S&P's expectation for negligible (0%-10%) recovery in
the event of default.  The company will use the proceeds to fund
expansion opportunities.

At the same time, S&P affirmed the 'B-' corporate credit rating on
Terremark.  The ratings outlook is positive.

S&P also revised the recovery rating on the company's existing
$470 million senior secured notes to '3' from '4', as a result of
S&P's increased enterprise valuation in the event of default,
which S&P attributed to the company's strong EBITDA growth.  The
issue-level rating on this debt remains 'B-'.  The '3' recovery
rating reflects S&P's expectation for meaningful (50%-70%)
recovery in the event of default.

"Despite an increase in adjusted leverage, pro forma for the new
issue, to about 7.6x total debt to last-12-months EBITDA as of
Sept. 30, 2010, from 6.8x," said Standard & Poor's credit analyst
Michael Senno, "S&P expects measures to remain consistent with its
assumptions for the rating and its financial risk assessment."
S&P's adjustments include the addition of the present value of
operating leases and preferred stock to debt.


TRI-STAR ESTATES: Gets Court's Interim Nod to Use Cash Collateral
-----------------------------------------------------------------
Tri-Star Estates, LLC, sought and obtained interim authorization
from the Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for
the Northern District of Illinois to use the cash collateral of
Banc of America Commercial Mortgage Inc. Commercial Pass-Through
Certificates, Series 2005-1, until 11:59 p.m. on November 21,
2010.

The Debtor reached a stipulation with J.E. Robert Inc. on the use
of cash collateral.  J.E. Robert is the special servicer for Wells
Fargo Bank, N.A., as trustee for Banc of America Commercial
Mortgage Inc. Commercial Pass-Through Certificates, Series 2005-1.

The Debtor's manufactured home community, consisting of 900 sites,
in Bourbonnais, Illinois, is subject to a purported first mortgage
in favor of J.E. Robert purportedly securing a claim in the
approximate amount of $42 million.

As of the Petition Date, the Trust asserts that the Debtor was
indebted to the Trust under that certain promissory note dated
December 29, 2004, in the original principal amount of $42,360,000
executed by the Debtor in favor of Bank of America, N.A., as
predecessor-in-interest to the Trust.  The Trust asserts that the
principal amount outstanding under the prepetition loan documents
as of November 3, 2010, was $41,235,049.95.

Eugene Crane, Esq., at Crane, Heyman, Simon, Welch & Clar,
explained that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.  The Debtor will use the
collateral pursuant to a budget, a copy of which is available for
free at http://bankrupt.com/misc/TRI-STAR_budget.pdf

In exchange for using the cash collateral, the Debtor will grant
the Trust a security interest in and replacement lien upon the
same property and assets which secured the prepetition
obligations.  To the extent that the value of the prepetition
collateral is diminished as a result of the Debtor's operations or
use of the cash collateral, the Debtor will grant the Trust
superpriority claims.

As part of the stipulation, the Debtor agrees to maintain
insurance against fire, theft or other casualty on the insurable
prepetition collateral and the postpetition collateral in amounts
required by the loan document and to insure that the Trust is
named as loss payee.  The Debtor will create and fund a separate
escrow account for ad valorem taxes sufficient to pay the taxes in
full when due.

As further adequate protection, the Debtor will submit to the
Special Servicer these information, commencing on November 9,
2010, and every Monday thereafter: (a) weekly cash receipts; (b)
weekly accounts receivable for pad rental by tenant; (c) weekly
expense disbursements by category; (d) a comparison of actual
weekly cash receipts and expenses for the week preceding the week
in which the comparison is being delivered to the projected cash
flows for the week as shown in the budget; (e) weekly rent roll;
and (f) documents reflecting activity in all of the Debtor's
debtor-in-possession accounts wherever located.  A copy of the
budget is available for free at:

A continued hearing with respect to the Debtor's request for
authority to use cash collateral will be held on November 18,
2010, at 10:30 a.m.

The Special Servicer is represented by Chapman and Cutler LLP.

                     About Tri-Star Estates

Chicago, Illinois-based Tri-Star Estates, LLC, filed for Chapter
11 bankruptcy protection on November 3, 2010 (Bankr. N.D. Ill.
Case No. 10-49360).  Eugene Crane, Esq., at Crane Heyman Simon
Welch & Clar, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


TRI-STAR ESTATES: Section 341(a) Meeting Scheduled for Dec. 2
-------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Tri-Star
Estates, LLC's creditors on December 2, 2010, at 1:30 p.m.  The
meeting will be held at 219 South Dearborn, Office of the U.S.
Trustee, 8th Floor, Room 804, Chicago, Illinois 60604.

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.

Chicago, Illinois-based Tri-Star Estates, LLC, filed for Chapter
11 bankruptcy protection on November 3, 2010 (Bankr. N.D. Ill.
Case No. 10-49360).  Eugene Crane, Esq., at Crane Heyman Simon
Welch & Clar, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


TRI-STAR ESTATES: Wants Filing of Schedules Extended to Nov. 29
---------------------------------------------------------------
Tri-Star Estates, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Illinois to extend through November 29, 2010,
the deadline for the filing of schedules of assets and liabilities
and statement of financial affairs.

The Debtor currently has until November 17, 2010, to file the
schedules and statement.  The Debtor says that it is in the
process of gathering all the information necessary to complete its
schedules and statement.

Chicago, Illinois-based Tri-Star Estates, LLC, filed for Chapter
11 bankruptcy protection on November 3, 2010 (Bankr. N.D. Ill.
Case No. 10-49360).  Eugene Crane, Esq., at Crane Heyman Simon
Welch & Clar, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


TRIBUNE CO: Hearing on Outline to 4 Competing Plans on Nov. 29
--------------------------------------------------------------
Tribune Co. ask the Bankruptcy Court to approve the general
disclosure statement -- the document explaining the terms of four
competing plans for Tribune --- as containing adequate information
under Section 1125(a)(1) of the Bankruptcy Code.

The Court will convene a hearing to consider the adequacy of the
Disclosure Statement on November 29, 2010, at 10:00 a.m.
Objections are due November 19.

The proponents of the four competing plans of reorganization for
Tribune Company and its debtor affiliates separately filed with
the U.S. Bankruptcy Court for the District of Delaware their
responsive statements that they propose to include in the Master
Disclosure Document.  The Master Disclosure Document will contain
a general disclosure statement, specific disclosure documents
filed by each of the Plan Proponents and the Plan Proponents'
responsive statements.

At the Court's directives, these groups filed statements urging
applicable classes of creditors to vote for their reorganization
plans:

* Tribune Company and its debtor affiliates, the Official
   Committee of Unsecured Creditors, Oaktree Capital Management,
   L.P., Angelo, Gordon & Co. L.P., and JPMorgan Chase Bank;

* Aurelius Capital Management, LP, on behalf of its managed
   entities; Deutsche Bank Trust Company Americas, in its
   capacity as successor indenture trustee for certain series
   of senior notes; Law Debenture Trust Company of New York, in
   its capacity as successor indenture trustee for certain
   series of senior notes; and Wilmington Trust Company, in its
   capacity as successor indenture trustee for the PHONES
   notes;

* certain holders of Step One Senior Loan Claims; and

* King Street Acquisition Company, LLC, King Street Capital,
   L.P. and Marathon Asset Management, L.P., on behalf of
   certain funds and managed accounts, in their capacity as
   Bridge Loan Lenders.

A. Debtors, et al.

The Debtors urge all Holders of Claims to vote in favor of the
Settlement Plan.  The Debtors assert that the Settlement Plan
provides for substantial initial distributions to creditors and a
significant reduction in post-emergence litigation through fair
and reasonable settlements that are in the best interests of the
Estates and the parties-in-interest in the Chapter 11 cases.  A
full-text copy of the Debtors' Statement is available for free
at http://bankrupt.com/misc/Tribune_DebtorsStmt.pdf

The Committee asks unsecured creditors to vote for the Settlement
Plan because it provides them with substantially greater initial
recoveries and more certainty than the Competing Plans.  A full-
text copy of the Committee's Statement is available for free
at http://bankrupt.com/misc/Tribune_CommitteeStmt.pdf

Angelo, Gordon & Co., L.P. Oaktree Capital Management, L.P. and
JPMorgan Chase Bank, N.A. maintain that the Settlement Plan
provides Senior Lenders and other creditors with substantial
immediate distributions upon plan effectiveness.  To ensure a
clear path to immediate recovery, the Senior Lenders must support
the Settlement Plan and, just as importantly, vote against the
Competing Plans, Angelo, Gordon, et al., avers.  A full-text copy
of their statement is available for free at:

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

B. Step One Plan Proponents

The Step One Plan Proponents ask the Step One Lenders not to be
fooled by Oaktree, et al.'s attempt to settle "highly likely"
fraud claims against the Step Two Lenders for pennies on the
dollar.  The Step Two Lenders are the lenders in Step Two
Transactions.  Step Two Transactions refer to (a) the Merger, (b)
the execution, delivery, and performance of the Bridge Credit
Agreement, (c) the making of advances under an Incremental Credit
Agreement Facility, (d) all other transactions necessary to effect
or incidental to the transactions, and (e) the payment of fees,
costs and expenses related to the transactions.

According to the Step One Plan Proponents, the Step Two Lenders
should be knocked out entirely, not merely inconvenienced with a
nominal settlement payment, and no distributions payable to Step
One Lenders should be surcharged under the inapplicable Sharing
Provisions for the benefit of the Step Two Lenders.

The Step One Plan Proponents likewise urge the Step One Lenders
not to be fooled by Aurelius Plan's and Bridge Plan's fantastic
promises of huge recoveries from the Step One Lenders.

The Step One Plan Proponents assert that their Plan promises no
more and no less than what the Examiner's Report concluded was
appropriate in the Debtors' case -- a fair distribution on the
Effective Date to the Step One Lenders and to all legitimate
creditors and a fair chance to recover a second distribution upon
the successful challenge to the fraudulent Step Two Transactions.

A full-text copy of the Step One Plan Proponents' Statement is
available for free at:

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

C. Pre-LBO Debtholder Plan Proponents

Aurelius Capital, et al., filed an appeal to Tribune's non-LBO
creditors to "do the right thing and not let the LBO Lenders hold
Tribune hostage in bankruptcy to extort an unfair settlement."
Aurelius Capital, et al., relates that their plan is fairer
because it would maintain a level playing field with regard to the
LBO-related litigation.

"We are confident that on a level playing field, with a litigation
trust run by a real fiduciary rather than a shill, the LBO Lenders
will end up paying far more than they now propose and will thereby
be held accountable rather than be emboldened to imperil other
companies," Aurelius Capital, et al., maintains.

A full-text copy of Aurelius, et al.'s Statement is available for
free at http://bankrupt.com/misc/Tribune_AureliusStmt.pdf

D. Bridge Plan Proponents

The Bridge Plan Proponents urge creditors to vote to accept the
Bridge Plan and to reject the other Competing Plans.  The Bridge
Plan Proponents are confident that their Plan is most likely to be
confirmed because, unlike the other Competing Plans, it is the
reorganization plan that provides a reasonable and balanced path
towards the Debtors' emergence from their protracted and expensive
Chapter 11 cases by embodying a good faith restructuring and
settlement proposal that is fair to all constituencies.

A full-text copy of the Bridge Plan Proponents' Statement is
available for free at:

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

                       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 Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America 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.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

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: Proposes Schedule, Protocol for Competing Plans
-----------------------------------------------------------
Tribune Co. and its units the Bankruptcy Court to establish
procedures for the solicitation and tabulation of votes to accept
or reject the four plans of reorganizations that have been
proposed by various parties-in-interest.  The Debtors also ask the
Court to approve the forms of ballots and master ballots.

The Debtors maintain that, in the interests of attempting to keep
the solicitation process as straightforward and uncontroversial as
possible, they have wherever possible kept the relief they seek
substantially similar to the relief that was already granted by
the Court in its prior solicitation order.  The recent relief, the
Debtors say, has been modified in limited circumstances to
accommodate the necessities of soliciting and tabulating votes on
multiple plans at one time.

The Debtors also ask the Court to fix necessary dates and
deadlines in connection with the confirmation process and
establish parameters of discovery relating to the confirmation
process and confirmation hearing and establish a renewed deadline
for return of the Media Ownership Certifications.

                       Voting Record Date

The Debtors propose that the Court establish November 9, 2010 as
the record date for the purposes of determining which Holders of
Claims are entitled to vote to accept or reject the Plans, and, in
addition, the Holders of Claims and Interests that are entitled to
receive Solicitation Packages or other notice respecting the
Plans.

                    Ballots and Instructions

The Debtors propose that the Voting Agent distribute to Holders of
Claims in each of the Voting Classes for all of the Plans
appropriate ballots for the Claim.  The forms of Ballots are based
on Official Form No. 14 and are further based on the forms of
Ballots already approved by the Court for use in the solicitation
process on the Prior Plan.

The Debtors have prepared a separate set of Ballots for each Plan.
The Ballots and accompanying instructions for a given Plan will be
printed in the same color for ease of reference:

  (a) blue for the Debtors and Co-Proponents Plan;
  (b) purple for the Pre-LBO Debtholder Plan;
  (c) green for the Bridge Plan; and
  (d) yellow for the Step One Plan.

Furthermore, each set of Ballots is tailored to take into account
the slightly differing classification and voting requirements
under each of the Plans, and the differing elections called for
under each of the Plans.

                     Solicitation Packages

In accordance with the requirements of Rule 3017(d) of the Federal
Rule of Bankruptcy Procedure, after the Court has approved the
General Disclosure Statement and any Specific Disclosure
Statements as containing adequate information, the Voting Agent
will distribute, to Holders of Claims in Voting Classes by first-
class mail, solicitation packages containing of:

  (a) a CD-ROM containing the General Disclosure Statement and
      any Specific Disclosure Statements as are approved by the
      Bankruptcy Court and Plans that authorized by the
      Bankruptcy Court to have votes solicited on them, and
      other exhibits;

  (b) the Solicitation Order;

  (c) the Confirmation Hearing Notice;

  (d) an appropriate number of Ballots, together with applicable
      instructions and one or more pre-paid return envelopes;

  (e) the Responsive Statements; and

  (f) any other supplemental materials that the Court may order
      to be included in the Solicitation Packages.

With respect to any transferred Voting Claim the Debtors propose
that the transferee will be entitled to receive a Solicitation
Package and cast Ballots on the relevant Plans on account of that
transferred Claim, but only to the extent that the relevant
transfer or assignment is properly noted on the Court's docket and
is effective pursuant to Rule 3001(e) of the Federal Rule of
Bankruptcy Procedure as of the close of business on the Record
Date.

                    Solicitation Procedures

The Debtors propose that the Voting Agent have 10 business days
to complete the printing and mailing of Solicitation Packages and
other notices relating to the Plans.

The Debtors request that the Court set a deadline by which all
Ballots and Master Ballots respecting all of the Plans must be
properly executed, completed, delivered to, and received by the
Voting Agent for a date approximately 45 to 60 days from the date
the mailing of the Solicitation Package is anticipated to be
completed.

The Debtors propose that each Holder of Claim in a Voting Class be
entitled to vote the amount of that Claim as set forth in the
their Schedules of Assets and Liabilities unless that holder has
timely filed a proof of claim, in which event that Holder would be
entitled to vote the amount of that Claim as set forth in that
proof of claim, subject to these provisions:

  (a) if a Claim is deemed "Allowed" in accordance with any of
      the Plans or an order of the Court, that Claim will be
      allowed for voting purposes in the "Allowed" amount set
      forth in the applicable Plan or the Court's order;

  (b) if a Claim has been estimated or otherwise allowed for
      voting purposes by order of the Court, that Claim will be
      temporarily allowed in the amount so estimated or allowed
      by the Court for voting purposes only;

  (c) if no proof of claim has been timely filed and the Claim
      has not been disallowed, then the vote amount will be the
      non-contingent, liquidated, and undisputed amount as set
      forth in the Schedules;

  (d) if a proof of claim has been timely filed and the Claim
      has not been disallowed, and the Claim is not (i) the
      subject of a pending objection, (ii) contingent or (iii)
      filed entirely in an unknown, unliquidated or undetermined
      amount, the vote amount is the liquidated amount as set
      forth in the proof of claim;

  (e) if a proof of claim has been timely filed and the Claim
      has not been disallowed, and the Claim is (i) contingent,
      or (ii) filed entirely in an unknown, unliquidated or
      undetermined amount, that Claim will be temporarily
      allowed for voting purposes only, and not for any other
      purposes and without prejudice to the rights of any of the
      Proponents in any other context, at $1.00;

  (f) if (i) a proof of claim has been timely filed and is the
      subject of an pending objection, or (ii0 if the Debtors
      have amended or supplemented the Schedules to (a)
      eliminate a Claim or (b) to change the nature of
      characterization of a Claim but the 30-day period
      specified in the Bar Date Order for the relevant Holder of
      that Claim to file a proof of claim in response to that
      amendment has not yet passed, then that Claim will be
      disallowed for voting purposes, except to the extent and
      in the manner as may be set forth in the relevant
      objection, amendment or supplement;

  (g) to the extent that a Holder of Claims has filed or
      purchased duplicative claims that are classified in the
      same Class under a particular Plan, that Holder will be
      provided with a single Solicitation Package and a single
      Ballot for voting a single Claim in that Class, regardless
      of whether an objection has been filed to the allowance of
      those duplicate Claims;

  (h) where a Holder of Claims has asserted its Claims against
      no particular Debtor, or against all Debtors without
      filing separate proofs of claim against each Debtor as
      required by the Bar Date order, and the Voting Agent is
      not able to determine which Debtor those Claims should
      properly be asserted against after the exercise of
      reasonable diligence, that Holder will not be entitled to
      a vote on account of those Claims; and

  (i) Claims, whether scheduled or filed, for $0.00 will be
      disallowed for voting purposes.

               Submissions of Rule 3018 Motions

If any Holder of a Claim wishes to have its Claim allowed for
purposes of voting to accept or reject one or more of the Plans in
a manner that is inconsistent with the amount or classifications
set forth in the Ballot it received, or if any party that did not
receive a Ballot wishes to have its Claim temporarily allowed for
voting purposes only, that Holder must serve on the Proponents and
file with the Bankruptcy Court, on or before January 15, 2011, a
motion for an order pursuant to Rule 3018(a) of the Federal Rule
of Bankruptcy Procedure temporarily allowing that Claim for
purposes of voting.

                  Expansion of Epiq's Retention

The Debtors relate that given Epiq's nearly two-year involvement
with their Chapter 11 cases as claims, noticing and voting agent,
and given further its involvement as Voting Agent under the Prior
Solicitation Order, they assert that Epiq should be retained as
Voting Agent for the consolidated noticing, solicitation, and
tabulation process respecting the Plans.  In light of the
complexities of the solicitation and noticing of multiple Plans,
the Debtors further submit that 75% of Epiq's fees, costs and
expenses in performing its duties in connection with that process
be allocated to the Proponents of the Pre-LBO Debtholder Plan, the
Bridge Plan, and the Step One Plan.

             Deadline for Return of Media Ownership

All of the Plans contemplate the provision of Media Ownership
Certifications.  The Media Ownership Certifications are
certifications to be provided by parties that may receive more
than 5% or more of the common stock of Reorganized Tribune at
emergence that will permit the Debtors to comply with certain
regulations for broadcast businesses set by the Federal
Communications Commission.

To implement Section 5.4.2(b) of each of the Plans, and for the
purpose of ensuring that the FCC Applications contain the
information required by the FCC for all potential "parties," the
Debtors request that any Holder of a Claim or Claims that (i) is
anticipated to receive New Common Stock or New Warrants under any
Plan at emergence, (ii) believes that the amount of its Claims may
entitle it to receive 5% or more of the New Class A Common Stock
at emergence under a Plan, and (iii) wishes to remain eligible to
receive 5% or more of the New Class A Common Stock at emergence,
be required to contact the Proponents of the applicable plans and
execute and submit to those Proponents a Media Ownership
Certification on or prior to January 15, 2011.

For the avoidance of doubt, a Claim Holder would not be deemed a
Potential 5% Holder if that Claim Holder could not potentially
receive 5% or more of the New Class A Common Stock under one or
more of the Plans at emergence, but rather only pursuant to the
outcome of litigation or subsequent to Reorganized Tribune's
emergence from its Chapter 11 case.

         Confirmation Hearings and Related Deadlines

The Debtors propose that the Court fix a period of up to five
consecutive calendar days in or around early March 2011 to
consider confirmation of those Plans that are authorized by the
Court to have votes solicited on them.  According to the Debtors,
that date will provide the Proponents sufficient time to solicit
votes on the Plans in accordance with the schedule and to notify
the required parties of the Confirmation Hearing date.

                       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 Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America 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.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

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: Committee Wants Standing to Pursue Preference Suits
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Tribune Co.'s
cases seeks leave, standing and authority from Judge Kevin J.
Carey of the U.S. Bankruptcy Court for the District of Delaware
to, on behalf of the Debtors' estates, commence, prosecute, settle
and recover causes of action arising under Section 547 and 550 of
the Bankruptcy Code against certain current and former Tribune
insiders who received payments from the company in the year prior
to the Petition Date and certain other identified entities who
have previously been sued by the Committee on a myriad of causes
of action.

The claims in the Preference Actions are divided into two groups:

  (a) claims against current and former officers and directors
      for amounts received in the year prior to the Debtors'
      bankruptcy filing; and

  (b) claims against certain business entities who are past or
      likely future owners of the Debtors and against which the
      Committee has previously filed complaints.

According to the Committee, there are inherent conflicts that make
it difficult, if not impossible, for the Debtors to vigorously
pursue actions against their current or former directors and
officers.  The same holds true with respect to the prosecution of
actions against Preference Defendants who are former and likely
future owners of the Debtors, like EGI-TRB, LLC, Samuel Zell, and
JPMorgan Chase Bank, N.A, the Committee maintains.

Additionally, the Committee says that given that it has already
obtained standing to prosecute other claims against the Debtors'
former and likely future owners, the Debtors' estates will benefit
from the efficiencies to be gained by the Committee bringing
additional causes of action against those parties.

To ensure efficient and appropriate use of the estate resources,
the Committee proposes that, after they have been filed and
served, the Preference Actions will be stayed pending a resolution
of the proposed plans of reorganization.  According to the
Committee, this stay is important because certain plans currently
propose to release, limit recoveries, or otherwise moot certain of
the claims that would be brought against the identified Preference
Defendants.

Accordingly, while filing the Preference Actions will ensure that
they are preserved, continued prosecution of them could prove to
be a waste of the estates' resources, the Committee asserts.

The Committee seeks authority to bring adversary proceedings to
recover potentially preferential payments made to:

  (i) current and former Tribune insiders in the year prior to
      the Petition Date;

(ii) JPMorgan Chase Bank, N.A. in the 90 days prior to the
      Petition Date in connection with the Purchasing Card
      Program; and

(iii) EGI-TRB, LLC and Samuel Zell in the 90 days prior to the
      Petition Date with respect to expense reimbursement.

The Committee also seeks confirmation of its authority to pursue
those preference claims asserted in the LBO Complaints against
those current and former Tribune insiders that are already named
as defendants in the LBO Complaints.  The LBO Complaints refer to
the complaints of the Committee against JPMorgan Chase Bank, N.A.
and Dennis J. FitzSimons, et al.

The Preference Actions that relate to payments to current and
former Tribune insiders in the year prior to the Petition Date can
be grouped into six payment categories:

  - Deferred Bonus;
  - Success Bonus;
  - Restricted Stock/Options;
  - Executive Transition;
  - Excise Tax Gross-Up; and
  - Phantom Equity.

The Committee also asks the Court to enter an order stipulating
that after they are filed and served, the Preference Actions will
be deemed stayed under the same terms as the LBO Standing Order --
Order granting the Committee standing to commence and prosecute
claims of the Debtors' estates.  The Committee also asks the Court
to enter an order providing that, consistent with the terms of the
LBO Standing Order, neither the Debtors nor the Committee will
settle the Preference Actions without the other's consent unless
and until certain events occur.

                       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 Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America 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.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

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: Oaktree, Angelo Gordon Want Akin Gump Disqualified
--------------------------------------------------------------
Oaktree Capital Management, L.P., and Angelo, Gordon & Co. L.P.
ask the bankruptcy Court to disqualify their existing counsel,
Akin Gump Strauss Hauer & Feld LLP, from representing Aurelius
Capital Management LP, a party with declared interest directly
adverse to their interests.

Certain funds and accounts managed by Oaktree or their
subsidiaries and certain funds and accounts managed by Angelo
Gordon or its affiliates are holders of Credit Agreement Claims
against Tribune Company and certain of its subsidiaries.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, counsel to the Credit Agreement Lenders,
tells the Court that Akin Gump has been Angelo Gordon's in-house
counsel and primary outside counsel since Angelo Gordon's
inception in 1988.  Since at least June 2009, Akin Gump has
provided legal services and advice to Angelo Gordon on critical
Federal Communications Commission matters and regulatory issues
directly relating to Tribune and its organization, he notes.

Since at least September 2009, Akin Gump has served as counsel to
Oaktree and similarly has provided legal services and advice
regarding Tribune-related FCC and regulatory issues, Mr. Brady
relates.

In this regard, Akin Gump has developed and implemented important
strategies for Oaktree and Angelo in connection with the Debtors'
reorganization, including strategies implicated by the pending
plan of reorganization proposed by Oaktree and Angelo Gordon, and
Akin Gump has been privy to a wide range of confidential
information, including sensitive information regarding the Tribune
holdings of Oaktree and Angelo Gordon and the structure and
ownership of their funds, Mr. Brady asserts.  Akin Gump's advice
to Oaktree and Angelo Gordon is ongoing and remains a critical
component to the success of the reorganization currently pursued
by them, he adds.

Mr. Brady tells the Court that notwithstanding this active,
ongoing representation in these very cases, Akin Gump recently
purported to undertake a brand new representation of Aurelius -- a
party directly adverse to Oaktree and Angelo Gordon -- in this
same proceeding.

Oaktree and Angelo Gordon have not consented to having their own
lawyers represent their avowed adversary in the same case, and
Akin Gump's attempted representation of Aurelius violates all
applicable rules of professional conduct and ethical obligations,
Mr. Brady maintains.

Kenneth Liang, managing director and head of restructuring for the
Distressed Group of Oaktree Capital Management, L.P. and Gavin
Baiera, managing director in the Distressed Debt Group of Angelo
Gordon & Co. L.P. filed with the Court declarations in support of
the Motion to Disqualify.

                       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 Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America 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.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

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)


UNIFAB CORPORATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Unifab Corporation
        3030 Kersten Court
        Kalamazoo, MI 49048

Bankruptcy Case No.: 10-13307

Chapter 11 Petition Date: November 8, 2010

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: Cody H. Knight, Esq.
                  Steven L. Rayman, Esq.
                  RAYMAN & STONE
                  141 E Michigan Avenue, Suite 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  E-mail: courtmail@raymanstone.com
                          courtmail@raymanstone.com

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

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/miwb10-13307.pdf

The petition was signed by Michael R. Madden, president.


UNIFAB PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Unifab Properties, LLC
        3030 Kersten Court
        Kalamazoo, MI 49048

Bankruptcy Case No.: 10-13310

Chapter 11 Petition Date: November 8, 2010

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Cody H. Knight, Esq.
                  Steven L. Rayman, Esq.
                  RAYMAN & STONE
                  141 E Michigan Avenue, Suite 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  E-mail: courtmail@raymanstone.com
                          courtmail@raymanstone.com

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/miwb10-13310.pdf

The petition was signed by Michael R. Madden, member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Unifab Corporation                     10-13307   11/08/10


UNITRIN, INC.: A.M. Best Assigns 'bb' Rating to Preferred Stock
---------------------------------------------------------------
A.M. Best Co. has assigned indicative ratings of "bbb-" to senior
unsecured debt and "bb" to preferred stock, which may be issued
under the recently filed "automatic shelf " registration statement
of Unitrin, Inc. (Unitrin) (Chicago, IL) [NYSE: UTR].  The outlook
assigned to both ratings is stable.  The shelf expires on
November 2, 2013.

Concurrently, A.M. Best has withdrawn the debt rating of "bbb-"on
Unitrin's $200 million 4.875% senior notes, which matured on
November 1, 2010.

Unitrin's issuer credit rating of "bbb-"and existing outstanding
debt rating are unchanged.


VERTIS INC: Moody's Upgrades Corporate Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
Probability of Default Rating for Vertis Inc., each to B3 from
Caa1.  At the same time, Moody's downgraded its rating for the
proposed $425 million senior secured term loan (increased from
$365 million), to B3 from B2, largely reflecting the removal of
meaningful debt cushion that had previously been afforded (and as
initially rated) by $550 million of proposed second lien notes.
The ratings are assigned in connection with Vertis' latest
proposed out-of-court restructuring and refinancing that will
reduce funded debt by approximately 60% to $472 million through
conversion of existing senior secured second lien notes and senior
PIK notes into common stock.  Vertis plans to utilize net proceeds
from the senior secured term loan to repay existing bank debt
facilities as well as to fund transaction fees and related
expenses.  These actions conclude the review that was initiated on
September 3, 2010.

Over the past several months, Vertis had proposed alternative
exchange offers that would have reduced debt balances by less than
what is currently planned.  Moody's believe the proposal announced
on November 2, 2010 is likely to be executed either (i) out-of-
court as proposed, or (ii) upon emergence from an in-court
restructuring under Chapter 11 Bankruptcy Court protection.  The
$600 million of combined new debt facilities, which includes an
unrated $175 million ABL revolver that notably retains a priority
position on the firm's current assets, along with a $100 million
equity rights offering as currently contemplated, are backstopped
with a pre-packaged, in-court plan that largely mirrors this out-
of-court restructuring, subject to board approval.  As such,
Moody's contends that ratings, which are based on the revised pro
forma capital structure, will remain as stipulated herein
irrespective of the eventual form of restructuring that
transpires.

This summarizes Moody's ratings and the rating actions for Vertis:

Upgrade:

Issuer: Vertis, Inc.

  -- Corporate Family Rating, upgrade to B3 from Caa1
  -- Probability of Default Rating, upgrade to B3 from Caa1

Downgrade:

Issuer: Vertis, Inc.

  -- Senior Secured First Lien Term Loan, downgrade to B3 LGD4 -
     55% from B2 LGD3-30%

Unchanged:

Issuer: Vertis, Inc.

  -- Speculative Grade Liquidity Rating, SGL-3
  -- Outlook, Stable

                        Ratings Rationale

Vertis' B3 CFR reflects the company's moderately high pro forma
financial leverage, the continuing decline in demand for
advertising inserts, as well as long-term price and volume
pressure on the print-based advertising and direct marketing
products and services that comprise the majority of the company's
revenue base.  The proposed transactions would be a second
restructuring following its 2008 bankruptcy reorganization and
favorably extend the maturity profile, reduce total interest
expense, and result in pro forma debt-to-EBITDA leverage of
approximately 4.4x for FYE December 2010 (incorporating Moody's
standard adjustments and approximately $22 million of embedded
restructuring costs).  Although modest, Moody's expect free cash
flow to be positive over the next 18 months and liquidity to be
adequate with a minimum $55 million of revolver availability over
the rating horizon.  Vertis' significant scale, broad geographic
reach within the U.S., and long-term customer relationships
provide a foundation from which the company could improve its
credit profile.  Further, the company's efforts to adjust its cost
structure and exit unprofitable businesses, coupled with adequate
near-term liquidity, provide some flexibility to execute growth
initiatives and Vertis' consolidation strategy over the next 12 to
18 months.  Failure to execute on these fronts will limit Vertis'
ability to reduce leverage.

The out-of-court restructuring/refinancing transactions are
subject to a number of conditions including minimum participation
requirements on the company's exchange offerings.  Absent a
successful exchange offer, Vertis plans to file for Chapter 11
Bankruptcy Court protection and would have access to debtor-in-
possession financing already committed to by its lead banks.
Assuming no change in the proposed terms of the restructuring when
the company emerges from Chapter 11 protection, Moody's do not
expect revisions to the B3 CFR, B3 PDR or the B3, LGD 4-55% rating
on the senior secured term loan.  Moody's assumes these conditions
are met but ratings are subject to a review of the final results
of the company's restructuring and the terms and conditions of the
debt instruments.

The B3 rating and LGD4-55% assessment on the proposed $425 million
first lien term loan matches the corporate family rating and takes
into consideration the new, unrated $175 million senior secured
ABL revolver, which notably enjoys a preferred collateral pool in
the form of more liquid current assets.  Moody's rank the new term
loan behind the new revolver given that the proposed term loan
will have second priority with respect to current assets and first
priority only with respect to all other assets.  The term loan is
guaranteed by the parent holding company, Vertis Holdings, Inc.,
as well as domestic subsidiaries.

The stable rating outlook reflects Moody's expectation that
consolidated revenues will decline 4%-6% in the near term due
largely to lower sales in the advertising inserts segment.  The
outlook also incorporates Moody's view that Vertis will continue
to control costs to maintain operating margins and keep an
adequate liquidity position for the next 12 months.  Moody's
expect Vertis to maintain debt-to-EBITDA ratios under 4.75x
(including Moody's standard adjustments) over the near-term, with
free cash flow being applied to reduce revolver outstandings.  The
liquidity position provides Vertis near-term flexibility to
execute its business plan and further streamline costs and
stabilize revenues through growth initiatives primarily in the
direct marketing segment.

An acceleration in the decline of advertising inserts business or
the inability to maintain EBITDA margins resulting in debt-to-
EBITDA leverage ratios exceeding 5.0x (including Moody's standard
adjustments) could lead to a downgrade.  Deterioration in the
company's liquidity position or a decrease in the EBITDA cushion
to financial maintenance covenants could also lead to a downgrade.
Ratings could be upgraded if revenue growth exceeds expectations
due to stable demand for advertising inserts and/or better than
expected sales growth for direct mail products, and results in
debt-to-EBITDA leverage ratios being sustained below 3.5x while
higher levels of free cash flow are generated.

Moody's last rating action for Vertis was on September 3, 2010,
when ratings were placed under review (direction uncertain)
following the company's announcement that it revised its
restructuring proposal.

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

Vertis Inc., headquartered in Baltimore, MD, provides advertising,
direct marketing and interactive products and services to clients
across North America.  Vertis merged with ACG in October 2008 upon
the emergence of both companies from July 2008 pre-packaged
bankruptcy filings.  Given continued declines in revenue since the
end of 2008, particularly for advertising inserts, the company has
been challenged to reduce debt balances.  On November 2, 2010,
Vertis announced a proposed restructuring with a pre-packaged
Chapter 11 backstop.  Through the 12 months ended June 2010,
revenue was approximately $1,265 million.


WASHINGTON MUTUAL: Files Supp. Notice for WMB Noteholders
---------------------------------------------------------
Washington Mutual, Inc. has filed a supplemental notice regarding
solicitation and election procedures for WMB Senior Note Holders
with respect to the Company's proposed Plan of Reorganization.

The Supplemental Notice filed with the United States Bankruptcy
Court for the District of Delaware is available at
www.kccllc.net/wamu. Questions regarding the solicitation and
election procedures, and requests for solicitation materials,
should be directed to Kurtzman Carson Consultants LLC, at (888)
830-4644.

WMI's Plan and Disclosure Statement and the Settlement annexed to
the Plan, are available at www.kccllc.net/wamu. This press release
is not intended as a solicitation for a vote on the Plan.

For additional information, contact Kurtzman Carson Consultants
LLC, at (888) 830-4644.


Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500,000,000 to $1,000,000,000 with zero
debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JP Morgan Chase, which
acquired WaMu's assets prior to the Petition Date


WASHINGTON MUTUAL: Extends Voting Deadline for PIERS Claims
-----------------------------------------------------------
Washington Mutual, Inc. has extended the deadline to vote on the
Company's proposed Plan of Reorganization solely for holders of
PIERS Claims in Class 16 to November 19, 2010 at 5:00 p.m. Pacific
Time.

As previously announced, the deadline to vote on the Plan for all
other holders of Claims and Equity Interests permitted to vote is
November 18, 2010 at 12:00 p.m. Pacific Time.

The official Notice of Extension filed with the Bankruptcy Court,
as well as WMI's Plan and Disclosure Statement and the Settlement
annexed to the Plan, are available at www.kccllc.net/wamu. This
press release is not intended as a solicitation for a vote on the
Plan.

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500,000,000 to $1,000,000,000 with zero
debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JP Morgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WAVE HOUSE: Files Schedules of Assets & Liabilities
---------------------------------------------------
Wave House Belmont Park, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of California its schedules of assets
and liabilities, disclosing:

  Name of Schedule                       Assets        Liabilities
  ----------------                       ------        -----------
A. Real Property                      $20,000,000
B. Personal Property                   $8,225,298
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $16,507,624
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $508,843
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $540,769
                                      -----------      -----------
      TOTAL                           $28,225,298      $17,557,236

A copy of the schedules is available for free at:

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

San Diego, California-based Wave House Belmont Park, LLC, filed
for Chapter 11 bankruptcy protection on November 3, 2010 (Bankr.
S.D. Calif. Case No. 10-19663).  John L. Smaha, Esq., at Smaha Law
Group, APC, assists the Debtor in its restructuring effort.


WAVE HOUSE: Section 341(a) Meeting Scheduled for Nov. 30
--------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of Wave
House Belmont Park, LLC's creditors on November 30, 2010, at
10:00 a.m.  The meeting will be held at the Office of the U.S.
Trustee, 402 W. Broadway (use C Street Entrance), Suite 1360,
Hearing Room B, San Diego, CA 92101.

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

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

San Diego, California-based Wave House Belmont Park, LLC, filed
for Chapter 11 bankruptcy protection on November 3, 2010 (Bankr.
S.D. Calif. Case No. 10-19663).  John L. Smaha, Esq., at Smaha Law
Group, APC, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


WENTWORTH ENERGY: To Restate Q2 and Q3 Financial Statements
-----------------------------------------------------------
On November 10, 2010, the Board of Directors of Wentworth Energy
Inc., based upon a recommendation from management, determined that
the Company's financial statements for the quarterly periods ended
March 31, 2010 and June 30, 2010, should no longer be relied upon
and should be restated.

The Company said the determination was made based on management's
conclusion that interest expense on the Senior Notes for the above
periods were understated as a result of non-accrual of the
additional 5.85% default interest amounting to $786,482 and
$1,572,964 for the three months ended March 31, 2010 and for the
six months ended June 30, 2010, respectively.

The Company said, "We intend to file amendments to our quarterly
reports on Form 10-Q for the three month periods ended March 31,
2010 and June 30, 2010 previously filed with the Securities and
Exchange Commission.  In the amendment to our quarterly report on
Form 10-Q for the three month period ended March 31, 2010, we
expect to increase interest expense and our net loss by $786,482.
In the amendment to our quarterly report on Form 10-Q for the
three and six months ended June 30, 2010, we expect to increase
interest expense and our net loss by $786,482 and $1,572,964,
respectively.  Both amended quarterly reports will also include
similar increases in accrued interest payable, and accumulated
deficit to account for the increased net loss."

A full-text copy of the Completed Interim Review is available for
free at http://ResearchArchives.com/t/s?6e59

Wentworth Energy, Inc., is an exploration and production company
engaged in oil and gas exploration, drilling and development.  The
Company has oil and gas interests in Anderson County, Freestone
County, and Jones County, Texas.

As of June 30, 2010, the Company had a $19,987,121 in total
assets; $69,663,203 in total liabilities, and a $49,646,082
stockholder's deficit.


WEST CORP: Launches Offering to Repurchase $650 Million Notes
-------------------------------------------------------------
West Corporation said it is commencing a tender offer to purchase
any and all of its outstanding $650 million in aggregate principal
amount of 9.5% Senior Notes due 2014 through a cash tender offer.
Proceeds of the Notes will be utilized to finance, in part, the
repurchase of the Company's outstanding $650 million principal
amount of 9.5% Senior Notes due 2014.

In connection with the Tender Offer, the Company is also
soliciting the consents of holders of its 2014 Notes to certain
proposed amendments to the indenture governing the 2014 Notes.
The primary purpose of the Consent Solicitation and proposed
amendments is to eliminate substantially all of the restrictive
covenants and certain events of default from the indenture.

The Tender Offer will expire at 12:01 a.m. Eastern time on
December 8, 2010.  Under the terms of the Tender Offer, holders of
the 2014 Notes who validly tender and do not validly withdraw
their 2014 Notes and consents prior to 5:00 p.m. Eastern time on
November 23, 2010, such time and date which may be extended, will
receive the total consideration of $1,051.25 per $1,000 principal
amount of 2014 Notes, which is equal to the "tender consideration"
of $1,021.25 plus the "consent payment" of $30.00.  Holders of the
2014 Notes who validly tender and do not validly withdraw their
2014 Notes and consents after the Consent Date, but prior to the
Expiration Date, will receive the tender consideration, but not
the consent payment.  In both cases, holders whose 2014 Notes are
purchased in the Tender Offer will also be paid accrued and unpaid
interest from the most recent interest payment date on the 2014
Notes to, but not including, the applicable settlement date.

The Tender Offer is contingent upon the satisfaction of certain
conditions, including (a) the completion of at least $650 million
capital markets transaction and (b) the receipt of requisite
consents in order to adopt the proposed amendments to the
indenture governing the 2014 Notes. If any of the conditions are
not satisfied, West Corporation is not obligated to accept for
payment, purchase or pay for, and may delay the acceptance for
payment of, any tendered 2014 Notes and may even terminate the
Tender Offer. Full details of the terms and conditions of the
Tender Offer and Consent Solicitation are included in the
Company's offer to purchase and consent solicitation, dated
November 9, 2010.

                      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 Corporation had total assets of $3,008,762,000, total
liabilities of $4,068,914,000, Class L Common Stock of
$1,413,958,000, and a stockholders' deficit of $2,474,110,000 as
of June 30, 2010.

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.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WESTSIDE MEDICAL: Section 341(a) Meeting Scheduled for Dec. 20
--------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Westside
Medical Park, LLC's creditors on December 20, 2010, at 10:00 a.m.
The meeting will be held at RM 2610, 725 S Figueroa Street, Los
Angeles, CA 90017.

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.

Los Angeles, California-based Westside Medical Park, LLC, filed
for Chapter 11 bankruptcy protection on November 3, 2010 (Bankr.
C.D. Calif. Case No. 10-57457).  John P. Kreis, Esq., who has an
office in Los Angeles, California, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $50 million to $100 million.


WINDMILL DURANGO: Files Amended Schedule of Assets and Liabilities
------------------------------------------------------------------
Windmill Durango Office, LLC, has filed with the U.S. Bankruptcy
Court for the District of Nevada an amended schedule of assets and
liabilities, disclosing:

  Name of Schedule                    Assets        Liabilities
  ----------------                    ------        -----------
A. Real Property                   $20,000,000
B. Personal Property                $1,389,774
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                   $16,500,000
E. Creditors Holding
   Unsecured Priority
   Claims                                                    $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $35,000
                                   -----------      -----------
      TOTAL                        $21,389,774      $16,535,000

                      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., and Michael J. Walsh, Esq., at
Larson & Stephens, LLC, represent the Debtor.

Affiliates Windmill Durango Op, LLC (Bankr. D. Nev. Case No.
10-18058) and Windmill Durango Retail, LLC (Bankr. D. Nev. Case
No. 10-18056) filed for Chapter 11 protection on May 3, 2010.


WINDMILL DURANGO: Wins Nod for Larson Stephens as Attorneys
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has granted
Windmill Durango Office, LLC, permission to employ Larson &
Stephens, LLC, as its attorneys, retroactive to the date of the
Debtor's bankruptcy filing.

Larson & Stephens, LLC, will be paid on an hourly basis, subject
to application and allowance of payment of fees and costs pursuant
to further Court order.

The Bankruptcy Court is satisfied that the firm does not represent
or hold any interest materially adverse to the Debtor or to its
estate in the matter upon which they are to be engaged, and that
their employment will be in the best interest of the estate.

The firm can be reached at:

  Zachariah Larson, Esq.
  Michael J. Walsh, Esq.
  810 S. Casino Center Blvd., Suite 104
  Las Vegas, Nevada 89101
  Tel: (702) 382-1170
  Fax: (702) 382-1169

                      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).  The Company disclosed $21,389,774 in assets and
$16,535,000 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) filed for Chapter 11 protection on May 3, 2010.


WLH INVESTMENTS: Proposes to Pay Secured Claims in 12 Years
-----------------------------------------------------------
WLH Investments, LTD, submitted to the U.S. Bankruptcy Court for
the Southern District of Texas a combined Chapter 11 Plan and
Disclosure Statement.

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

The Debtor related that through the sale of Warehouse No. 7, it
has reduced its indebtedness to Compass Bank by $1,368,827.

According to the Disclosure Statement, the Debtor proposes to use
the $289,488 from the sale of Warehouse 7 to further reduce
mortgage indebtedness on Warehouse No. 6.  The Compass Bank lien
on Warehouse 7 was cross collateralized with the bank's other
indebtedness.  The rental income on Warehouses 6 and 1 is expected
to be sufficient to service and pay the balance of the Company's
debt. Warehouse 1 is rented for $12,000 per month which is
sufficient to service the debt owed on this property, while
Warehouse No. 6 is being rented for $17,940 per month.

Additionally, Willaim Hrncir, one of the owners of the Company,
intends to apply the proceeds of the sale of equipment from his
business - Laredo Moving & Storage, Inc..

                  Treatment of Claims and Interests

Class 1 - Secured Claim of U.S. Small Business Administration.
        The Debtor will pay a monthly amount of principal and
        interest sufficient to pay the total indebtedness over
        12 years at an interest rate of 7.25% per annum until
        the debt is paid in full.

Class 2 - Secured Claims of Compass Bank.  The Debtor will pay the
        $478,421 balance of the Compass Bank debt by making
        monthly payment of in the amount of principal and interest
        sufficient to pay the total indebtedness over 12 years at
        an interest rate of 6.00% per annum until the debt is paid
        in full.

Class 3 - Secured Claim of Juan Jose Carrillo.  The Debtor will
        continue to make monthly payments of principal and
        interest on this as originally provided in the note
        establishing this claim, until the claim is paid in full.
        The payment will be made with the monthly rental paid on
        the warehouse by Laredo moving & Storage, Inc.

Class 6 and 7 - Secured claim on Fifth Third Bank and DeLage
        Landen Financial Services.  The Company will continue to
        make regular monthly pursuant to the terms of the note.

The Debtor says it has no unsecured claims.

The partners of the Company, William L. Hrncir and wife, Laura
Hrncir will retain their partnership interests in the Company.

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

                    About WLH Investments, LTD

Laredo, Texas-based WLH Investments, LTD,  owns and rents three
warehouses.  The Company filed for Chapter 11 protection on July
6, 2010 (Bankr. S.D. Tex. Case No. 10-50167).  Carl Michael Barto,
Esq., at Law Office of Carl M. Barto, represents the Debtor.  The
Company disclosed $16,130,616 in assets and $3,490,481 in
liabilities as of Petition Date.


W.R. GRACE: Inks Rare Earth Supply Contract With Molycorp.
----------------------------------------------------------
Molycorp, Inc. said in a press release dated November 10, 2010,
that it has entered into agreements with W. R. Grace & Co. to
supply rare earth products to Grace from Molycorp's Mountain Pass,
California rare earth facility for a five-year period ending in
2015, which may be extended at Grace's option for an additional
three-year period ending in 2018.

Molycorp said it has agreed to supply Grace with a significant
amount of its current Mountain Pass rare earth production through
mid-2012, the Company said.  Under the second contract, subject to
the completion of Molycorp's new production facility at Mountain
Pass, which is expected to occur by the end of 2012, Molycorp has
agreed to supply over 75 percent of its lanthanum production per
year to Grace through the end of the agreement. Grace will utilize
various forms of lanthanum produced by Molycorp for the
manufacture of fluid catalytic cracking catalysts and additives
that enable petroleum refiners for yields and product quality.

"We are very pleased to have reached agreement on these contracts
to sell high-quality Molycorp lanthanum to W. R. Grace & Co. for
its petroleum refining catalyst business," said Mark Smith, Chief
Executive Officer of Molycorp.  "The use of lanthanum in petroleum
catalysts has been the largest single use of rare earths for a
long time, and it remains an important component of refining
catalysts supplied to the petroleum refining industry. We applaud
Grace for its recognition of the importance of having a secure
supply source of high quality rare earths."

Colorado-based Molycorp, Inc. is a rare earth oxide, or REO,
producer in the Western Hemisphere and currently produces
approximately 3,000 tons of commercial rare earth materials per
year.

Lanthanum is used in catalysts for breaking down petroleum into
gasoline and other products in a process called fluid catalytic
cracking, the largest application for rare earths, Bloomberg News
explained.  The minerals, according to the news agency, are also
used to make computer disk drives, military radar, missile-
guidance systems and electric-vehicle batteries.

Prices of rare earths have climbed as much as sevenfold in the
past six months as China in July reduced its second-half export
quota for the minerals by 72 percent, Bloomberg said on November
10.  China accounts for 97 percent of global rare-earths supply.

                         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: Acquires Wuhan Meilixin Manufacturing in China
----------------------------------------------------------
W. R. Grace & Co. (NYSE: GRA) announced the purchase of the
business and assets of Wuhan Meilixin New Building Materials Co.,
Ltd. (Meilixin), a manufacturer of waterproofing products located
in China. The financial terms of the transaction were not
disclosed.

Meilixin has manufacturing facilities for the production of
customizable, fit-for-use waterproofing membranes, materials and
compounds, as well as administrative offices and warehousing
operations in Wuhan, the modern capital of the Hubei province
located in Central China.  There are around 50 employees at the
facilities.

Meilixin's products include multilayer macromolecule compound
membranes, self-adhesive rubber membranes, cementitious capillary
crystalline waterproofing materials and macromolecule compound
coatings.  The products help protect structures from the damaging
effects of water.  In addition to being sold in China, the
products have been exported to Southeast Asia, America, Europe and
other regions of the world.

"This acquisition continues the series of strategic investments we
have made in international markets that positions us to capitalize
on emerging economies and global infrastructure spending growth,"
remarked Andrew Bonham, President, Grace Construction Products.
"We are excited to welcome Meilixin to Grace, and we will continue
to identify similar opportunities to expand our footprint and
elevate our brand recognition."

Philip Krichilsky, Vice President and General Manager, Grace
Construction Products -- Asia Pacific, commented, "By acquiring
Meilixin, we expand our manufacturing capabilities and gain an
established distribution network to meet the needs of construction
customers in the fast growing Chinese market, as well as other
emerging markets."

Meilixin has obtained internationally recognized certifications
for its quality management (ISO 9001:2000) and environmental
management (ISO 14000:2004) systems that provide the framework for
the company to maintain product quality and sustainability.

Meilixin Founder and General Manager Yu Nianxu said, "The Grace
Construction Products name is synonymous with high-quality and we
are excited to begin working with our new colleagues to produce
innovative products for increasingly demanding projects."
Mr. Yu has joined Grace in the newly created position of General
Manager, China Waterproofing.

The Meilixin business will be integrated into Grace Construction
Products' Specialty Building Materials product group and operate
through Grace's Chinese subsidiary, Grace China Ltd.

              About Grace Construction Products

Grace Construction Products is a world-leading provider of
construction chemicals and building materials that have been used
to enhance the durability, strength and appearance of structures
all over the world. Products include technically superior concrete
admixtures, fibers, surface treatments and liquid pigments,
additives for cement processing, and fire protection,
waterproofing and masonry products. More information is available
at http://www.graceconstruction.com/

                         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: Court Approves Settlement With Federal Insurance
------------------------------------------------------------
Bankruptcy Judge Judith Fitzgerald overruled on the merits all
objections to the approval of the settlement between the W.R.
Grace & Co. and Federal Insurance Company.  The Court, however,
did not decide whether a
Section 524(g) injunction should be issued with respect to Federal
Insurance.

Questions relating to Section 524(g) are reserved for the Court's
ruling on plan confirmation, Judge Fitzgerald said.

Federal issued 13 policies of excess liability insurance that
provide, or are alleged to provide, insurance coverage to Grace.
The subject Policies were issued for various periods from
July 14, 1974, to June 30, 1985.

Grace, according to Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, has incurred and may
incur in the future certain liabilities, expenses and losses
arising out of asbestos-related claims, for which Grace seeks
coverage under the Subject Policies.  Ms. Jones says disputes have
arisen between Grace and Federal regarding their rights and
obligations under the Subject Policies.  Federal has filed
objections to the Debtors' Plan of Reorganization on various
grounds.

Ms. Jones tells the Court that the settlement would resolve those
objections in full.

The Agreement confers these principal benefits on the Debtors'
estates:

  (a) The payment by Federal to the Grace Asbestos Personal
      Injury Trust of $32 million.

  (b) The payment of the settlement sum without need for
      litigation to enforce the assignment by Grace to the Trust
      of rights under the Subject Policies.

  (c) A compromise of defenses that Federal might have with
      respect to coverage for any individual Asbestos PI Claim.

  (d) Federal's withdrawal of all its objections to confirmation
      of the Plan upon the Court's approval of the agreement.

The Agreement also includes a complete, mutual release of all
claims under the Subject Policies and is structured as a sale of
property pursuant to Section 363 of the Bankruptcy Code.

The Agreement further provides that if the Plan is confirmed, the
Trust, at its own expense, will enforce the Asbestos PI Channeling
Injunction with respect to Asbestos PI Claims subject to the
Asbestos PI Channeling Injunction that are asserted against
Federal under the Subject Insurance Policies, provided that the
Trust's obligation ceases after it has spent a sum equivalent to
the Settlement Amount.

                         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)


XODTEC LED: Chao-Wu Chou Steps Down as COO and Director
-------------------------------------------------------
On November 10, 2010, Chao-Wu Chou resigned as chief operating
officer and director of Xodtec LED Inc. for personal reasons.  The
resignation of Mr. Chou did not stem from any disagreement with
the Company.

                         About Xodtec LED

Headquartered in Jhonghe City, Taiwan, Xodtec LED, Inc. is a
Nevada corporation incorporated on November 29, 2006, under the
name Sparking Events, Inc.  On June 28, 2009, the Company's
corporate name was changed to "Xodtec Group USA, Inc." and on
May 17, 2010, the Company's corporate name was changed to "Xodtec
LED, Inc."

The Company, through its subsidiaries, is engaged in the design,
marketing and selling of advanced lighting solutions which are
designed to use less energy and have a longer life than
traditional incandescent, halogen, fluorescent light sources.  The
Company's wholly-owned subsidiaries, Xodtec Technology Co., Ltd.;
Targetek Technology Co., Ltd.; UP Technology Co., Ltd., are
organized under the laws of the Republic of China (Taiwan).  The
Company also owns a 35% interest in Radiant Sun Development S.A.,
a company organized under the laws of the Independent State of
Samoa.

The Company's balance sheet at August 31, 2010, showed
$1.7 million in total assets, $3.1 million in total liabilities,
and a stockholders' deficit of $1.4 million.


* PBGC Helped Preserve Pensions for 360,000 in FY 2010
------------------------------------------------------
In the past year, the Pension Benefit Guaranty Corporation took
over failed pension plans covering nearly 109,000 workers and
retirees, and helped prevent the termination of plans covering
about 250,000 others.

The agency's annual report, released Monday, also noted that in FY
2010 the PBGC paid $5.6 billion in benefits to 801,000 retirees
whose plans had failed -- and nearly 700,000 other participants in
those plans will receive benefits when they reach retirement age.
In total, the PBGC is responsible for the retirement benefits of
nearly 1.5 million Americans whose pension plans have failed.

"In tough economic times, Americans count on the PBGC to protect
the pension benefits they worked so hard to earn," said PBGC
Director Josh Gotbaum.  "When companies cannot make good on their
pension commitments, we're a safety net.  We make sure that
retirement checks don't stop when pension plans do."

The PBGC annual report provides both performance and financial
information for fiscal year 2010, which ended Sept. 30.

Working to Preserve Pension Plans

The PBGC works with companies, in and out of bankruptcy, to
preserve their plans.  When bankrupt companies reorganize, the
PBGC works to keep their pensions ongoing.  In FY 2010, 38
companies had their operations emerge from bankruptcy with ongoing
plans, keeping about $4 billion in obligations off the agency's
books, and preserving benefits for more than 250,000 workers and
retirees.  Among them: LyondellBasell Industries, Lear Corp., and
Smurfit-Stone Container Corp.

Paying Benefits When Plans Fail

If a plan does fail, the PBGC steps in.  In FY 2010, the PBGC
assumed responsibility for additional plans covering 109,000
people.  Those who were already receiving payments were
transferred to the PBGC without interruption.

Despite the rising number of participants who receive benefits
from the PBGC, the agency has made on time, uninterrupted payments
to pensioners for the past 36 years.

The report also includes the agency's financial statements:

In FY 2010, the PBGC took in $2.3 billion in premiums and had $7.8
billion in investment income (total return on investments was
12%).

However, the agency's total obligations (including benefit
payments that will be paid out over decades) increased by $11.5
billion. The PBGC has $79.5 billion in combined assets to cover
obligations that total $102.5 billion. The resulting combined
deficit, $23 billion, is an increase from $22 billion in 2009.

The PBGC operates separate programs for single-employer pension
plans and for multiemployer plans.  The single-employer program
posted a $21.6 billion deficit for 2010, compared with $21.1
billion in the year-earlier period. The deficit for the separate
multiemployer pension program is $1.4 billion, from $869 million
in 2009.

The report can be found at
http://www.PBGC.gov/about/annreports.html

The PBGC is a federal agency that guarantees payment of private
pension benefits when companies and pension plans fail.  It
protects some 44 million Americans in over 27,500 private defined
benefit pension plans.  The PBGC pays benefits using insurance
premiums and assets and other recoveries from failed plans and
their sponsors; it receives no taxpayer funds.


* Alvarez & Marsal Expands in Asia
----------------------------------
Alvarez & Marsal, a leading independent global professional
services firm specializing in performance improvement, turnaround
management and business advisory services, has named Thomas L.
Jones, an Alvarez & Marsal managing director, and Oliver Stratton,
former head of Bain & Company's Hong Kong office, co-heads of the
firm's business in Asia. Mr. Jones and Mr. Stratton are based in
Hong Kong.

The continued expansion of Alvarez & Marsal's offering in Asia is
indicative of the growth in demand for performance improvement
expertise from Asian businesses, multinationals and financial
investors alike, as well as the growing needs of Alvarez &
Marsal's existing client base, many of whom have significant
operating footprints in the region.

"Companies and investors want to capture the growth opportunities
in Asia and also boost the operational performance of their
organizations and portfolio companies in order to remain
competitive in today's changing global economy," said Tony Alvarez
II, co-CEO of Alvarez & Marsal.  "Our unique ability to integrate
financial and operational expertise will address these needs. Tom
and Olly are highly regarded for their work advising regional and
global organizations on complex operational and financial matters.
Their combined leadership experience offers a powerful base upon
which we intend to grow our existing presence and best serve
companies doing business in the region."

Alvarez & Marsal has an existing Asian practice with a strong
track record of offering restructuring, dispute analysis and
forensic accounting services to a variety of clients in the
region.

With more than 30 years of experience in financial services, Mr.
Jones is a managing director at Alvarez & Marsal, where, since
October 2008, he has been the head of Asia on the Lehman Brothers
bankruptcy case.  Over the past two years, he has overseen the
recovery of Lehman's assets in Asia, achieving one of the highest
recovery rates globally.

Mr. Jones began his career at JP Morgan, and, during his 20 years
there, led the financings for many of JP Morgan's first leveraged
buyouts, including its first private equity investment. He then
served as head of corporate lending for the U.S. and became a
member of the firm's credit policy committee.  After he joined the
Mergers and Acquisition Department, Mr. Jones became head of four
industry groups -- telecommunications, media, high-tech and
aerospace / defense, with responsibility for both investment
banking and mergers and acquisitions.  He later was a managing
director in the Telecom Groups at Salomon Brothers and Credit
Suisse First Boston. Mr. Jones is also a past advisory board
member of Alvarez & Marsal.

Mr. Stratton joins Alvarez & Marsal with more than 20 years of
experience in consulting and private equity in Asia, focusing on
business strategy, performance improvement, operational
turnarounds and mergers and acquisitions, including transaction
due diligence and post-merger integration.  Mr. Stratton spent two
decades with Bain & Company, where he helped to establish Bain's
offices in Hong Kong and Seoul, and also served as head of the
Hong Kong office for five years.  Prior to joining Alvarez &
Marsal, Mr. Stratton served as a managing director with Candover
where he established the firm's private equity business in Asia
while also supporting European-based portfolio companies expanding
their businesses into Asia.

                      About Alvarez & Marsal

A leading independent global professional services firm, Alvarez &
Marsal draws on its deep operational and turnaround heritage to
help companies across the industry spectrum improve operating and
financial performance as well as navigate challenging business,
litigation and tax matters with speed and unmatched quality.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                          Total
                                               Total     Share-
                                   Total     Working   Holders'
                                   Asset     Capital     Equity
  Company           Ticker         ($MM)       ($MM)      ($MM)
  -------           ------         -----     -------   --------
ABRAXAS PETRO       AXAS US        173.9        (0.5)      (1.1)
ABSOLUTE SOFTWRE    ABT CN         124.2        (6.0)      (6.2)
ACCO BRANDS CORP    ABD US       1,097.3       261.9      (97.3)
AEGERION PHARMAC    AEGR US          3.3       (23.4)     (22.7)
ALASKA COMM SYS     ALSK US        624.8         2.6      (15.3)
AMER AXLE & MFG     AXL US       2,071.4        61.9     (469.1)
AMR CORP            AMR US      25,357.0    (2,102.0)  (3,643.0)
ARQULE INC          ARQL US         94.1        45.1       (9.7)
ARRAY BIOPHARMA     ARRY US        139.3        23.0     (125.2)
ARVINMERITOR INC    ARM US       2,817.0       313.0     (909.0)
AUTOZONE INC        AZO US       5,571.6      (452.1)    (738.8)
BLUEKNIGHT ENERG    BKEP US        296.0      (427.8)    (152.8)
BOARDWALK REAL E    BOWFF US     2,343.6         -       (100.8)
BOARDWALK REAL E    BEI-U CN     2,343.6         -       (100.8)
BOSTON PIZZA R-U    BPF-U CN       111.3         5.0     (116.3)
BRAVO BRIO RESTA    BBRG US        159.1       (32.6)     (64.7)
CABLEVISION SY-A    CVC US       7,501.6      (157.7)  (6,222.8)
CC MEDIA-A          CCMO US     17,393.5     1,410.4   (7,219.6)
CENTENNIAL COMM     CYCL US      1,480.9       (52.1)    (925.9)
CENVEO INC          CVO US       1,393.6       220.0     (332.5)
CHENIERE ENERGY     CQP US       1,797.0        30.3     (521.9)
CHENIERE ENERGY     LNG US       2,616.5      (137.1)    (431.0)
CHOICE HOTELS       CHH US         403.3       (11.5)     (75.5)
CLEVELAND BIOLAB    CBLI US         12.8        (5.7)      (3.8)
COMMERCIAL VEHIC    CVGI US        289.3       114.0       (5.7)
COMPLETE GENOMIC    GNOM US         39.8       (20.9)      (0.6)
CONSUMERS' WATER    CWI-U CN       869.7         9.9     (263.6)
CUMULUS MEDIA-A     CMLS US        324.1        (2.5)    (349.3)
DENNY'S CORP        DENN US        312.7       (10.7)    (102.4)
DISH NETWORK-A      DISH US      9,292.9       733.1   (1,416.5)
DISH NETWORK-A      EOT GR       9,292.9       733.1   (1,416.5)
DOMINO'S PIZZA      DPZ US         425.7       104.1   (1,241.9)
DUN & BRADSTREET    DNB US       1,727.3      (612.4)    (717.4)
EASTMAN KODAK       EK US        6,929.0     1,406.0     (213.0)
EPICEPT CORP        EPCT SS          6.7        (1.1)     (14.2)
EXELIXIS INC        EXEL US        372.9       (11.8)    (217.6)
FORD MOTOR CO       F US       180,330.0   (18,558.0)  (1,740.0)
FORD MOTOR CO       F BB       180,330.0   (18,558.0)  (1,740.0)
GENCORP INC         GY US          981.8       150.8     (224.9)
GLG PARTNERS INC    GLG US         400.0       156.9     (285.6)
GLG PARTNERS-UTS    GLG/U US       400.0       156.9     (285.6)
GRAHAM PACKAGING    GRM US       2,840.3       259.1     (580.3)
GREAT ATLA & PAC    GAP US       2,531.0      (141.5)    (679.9)
HEALTHSOUTH CORP    HLS US       1,796.9       124.3     (394.9)
HOVNANIAN ENT-A     HOV US       1,909.8     1,264.2     (207.4)
IDENIX PHARM        IDIX US         63.1        24.0      (21.3)
INCYTE CORP         INCY US        464.6       305.0     (128.9)
INTERMUNE INC       ITMN US        143.9        10.2      (67.7)
IPCS INC            IPCS US        559.2        72.1      (33.0)
JAZZ PHARMACEUTI    JAZZ US        108.0       (13.3)      (0.8)
JUST ENERGY INCO    JE-U CN      1,834.1      (578.0)    (497.2)
KNOLOGY INC         KNOL US        658.7        53.5       (5.3)
LIGHTING SCIENCE    LSCG US         60.0        28.3     (122.4)
LIN TV CORP-CL A    TVL US         782.4        21.2     (146.9)
LORILLARD INC       LO US        3,504.0     1,665.0      (38.0)
MAGMA DESIGN AUT    LAVA US         74.6         9.6       (6.1)
MANNKIND CORP       MNKD US        305.1        76.5     (181.4)
MEAD JOHNSON        MJN US       2,217.6       414.5     (415.7)
MITEL NETWORKS C    MITL US        624.5       162.6      (48.1)
MOODY'S CORP        MCO US       2,348.2       508.8     (297.6)
MORGANS HOTEL GR    MHGC US        759.1        47.0      (42.1)
NATIONAL CINEMED    NCMI US        836.1        40.5     (340.8)
NAVISTAR INTL       NAV US       9,418.0     2,011.0   (1,040.0)
NEWCASTLE INVT C    NCT US       3,760.1         -       (591.2)
NPS PHARM INC       NPSP US        228.8       147.8     (149.8)
OTELCO INC-IDS      OTT-U CN       331.6        27.5       (3.5)
OTELCO INC-IDS      OTT US         331.6        27.5       (3.5)
PALM INC            PALM US      1,007.2       141.7       (6.2)
PDL BIOPHARMA IN    PDLI US        257.5        26.1     (304.5)
PETROALGAE INC      PALG US          5.9        (8.2)     (51.6)
PLAYBOY ENTERP-A    PLA/A US       165.8       (16.9)     (54.4)
PLAYBOY ENTERP-B    PLA US         165.8       (16.9)     (54.4)
PRIMEDIA INC        PRM US         215.5        (5.8)     (97.8)
PRIMO WATER CORP    PRMW US         30.5       (24.2)      (6.2)
PROTECTION ONE      PONE US        562.9        (7.6)     (61.8)
QUANTUM CORP        QTM US         459.6       127.8      (83.7)
QWEST COMMUNICAT    Q US        18,959.0    (1,163.0)  (1,425.0)
REVLON INC-A        REV US         794.8        86.9     (991.8)
RSC HOLDINGS INC    RRR US       2,736.4      (175.7)     (37.5)
RURAL/METRO CORP    RURL US        293.7        46.4      (95.1)
SALLY BEAUTY HOL    SBH US       1,517.1       345.6     (523.9)
SINCLAIR BROAD-A    SBGI US      1,536.2        37.8     (156.0)
SINCLAIR BROAD-A    SBTA GR      1,536.2        37.8     (156.0)
SMART TECHNOL-A     SMA CN         559.1       201.9      (63.2)
SMART TECHNOL-A     SMT US         559.1       201.9      (63.2)
STEREOTAXIS INC     STXS US         47.5        (6.2)      (5.3)
SUN COMMUNITIES     SUI US       1,164.1         -       (131.0)
SYNERGY PHARMACE    SGYP US          2.7        (2.3)      (1.8)
TAUBMAN CENTERS     TCO US       2,529.7         -       (541.1)
TEAM HEALTH HOLD    TMH US         886.9         4.7      (18.2)
THERAVANCE          THRX US        212.6       161.1     (141.1)
UNISYS CORP         UIS US       2,840.1       472.1   (1,034.2)
UNITED CONTINENT    UAL US      20,055.0    (1,186.0)  (2,206.0)
UNITED RENTALS      URI US       3,744.0       188.0      (15.0)
VECTOR GROUP LTD    VGR US         859.0       245.3      (37.7)
VENOCO INC          VQ US          766.2        20.4      (94.8)
VIRGIN MOBILE-A     VM US          307.4      (138.3)    (244.2)
WARNER MUSIC GRO    WMG US       3,655.0      (546.0)    (174.0)
WEIGHT WATCHERS     WTW US       1,103.1      (377.9)    (708.2)
WHX CORP            WXCO US        374.2        62.1       (8.9)
WORLD COLOR PRES    WC CN        2,641.5       479.2   (1,735.9)
WORLD COLOR PRES    WCPSF US     2,641.5       479.2   (1,735.9)
WORLD COLOR PRES    WC/U CN      2,641.5       479.2   (1,735.9)
WR GRACE & CO       GRA US       4,209.6     1,333.7     (175.1)
YRC WORLDWIDE IN    YRCW US      2,673.1      (288.2)    (121.7)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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