TCR_Public/101117.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, November 17, 2010, Vol. 14, No. 319

                            Headlines

A. CORDERO BADILLO: Case Summary & 20 Largest Unsecured Creditors
ACCESS PHARMACEUTICALS: Posts $12.7-Mil. Net Loss in 3rd Quarter
ADMIRAL WINE: Case Summary & 20 Largest Unsecured Creditors
ALL AMERICAN: Posts $8.45 Million Net Loss in Third Quarter
ALLEN CAPITAL: Barrier Named Financial Advisor to Unsec. Creditors

ALLIED DEFENSE: Posts $39MM Profit in Q3 Following Sale
AMBAC FIN'L: Wisconsin Court Commences Hearing on ACC Rehab Plan
AMBAC FIN'L: Releases Form 10-Q for the Third Quarter
AMBAC FIN'L: Organizational Meeting to Form Panel on Nov. 17
AMBAC FIN'L: Stock Delisted by NYSE, Now Trading on OTC Market

AMBAC FIN'L: AAC Plan of Operation Amended November 7
AMERICAN APPAREL: Regains Compliance With NYSE Amex
AMERICAN SAFETY: Energizer Obtains U.S. Antitrust Clearance
ARMSTRONG WORLD: Moody's Downgrades Corp. Family Rating to 'B1'
ATLANTIC SOUTHERN: Posts $3.7MM Q3 Loss; Bank Needs Add'l Capital

AVANTAIR INC: Posts $4.81-Mil. Third Quarter Net Loss
AXESSTEL INC: Notes of Poor Operating Results; Has $1.1MM Q3 Loss
BALL CORP: Fitch Assigns 'BB' Rating to $400 Mil. Notes
BALL CORP: Moody's Assigns 'Ba1' Rating to $400 Million Notes
BALL CORP: S&P Assigns 'BB+' Rating to $500 Mil. Senior Notes

BALTIMORE INNER: Taps Ciardi Ciardi as Bankruptcy Counsel
BALTIMORE INNER: Court Extends Schedules Deadline to Dec. 3
BALTIMORE INNER: Asks Court to Dismiss Chapter 11 Bankruptcy Case
BIOJECT MEDICAL: Posts $357,000 Net Loss in Third Quarter
BIO-KEY INT'L: Sept. 30 Balance Sheet Upside-Down by $1.01-Mil.

BLACKHAWK TILE: Case Summary & 20 Largest Unsecured Creditors
BONNIE THORNHILL: Voluntary Chapter 11 Case Summary
BRIGHTSTAR CORP: Moody's Assigns 'Ba3' Corporate Family Rating
BUCYRUS INTERNATIONAL: Moody's Reviews 'Ba2' Corp. Family Rating
BUCYRUS INTERNATIONAL: S&P Puts 'BB+' Rating on Positive Watch

CENTRAL FALLS, R.I.: Receivership Law Shows Teeth
CHANTICLEER HOLDINGS: Posts $149,400 Net Loss in Q3 2010
CHEM RX: Administrative Claims Must Be Filed By Dec. 13
CHRISTIAN LOVE: Case Summary & 20 Largest Unsecured Creditors
CLEARWIRE COMMUNICATIONS: Disagreements Cue Moody's Rating Reviews

CNESSEN DAIRY: Case Summary & 20 Largest Unsecured Creditors
CNOSSEN DAIRY: Case Summary & 20 Largest Unsecured Creditors
COACH AMERICA: S&P Puts 'B-' Rating on CreditWatch Negative
COMCAM INTERNATIONAL: Posts $17,100 Net Loss in Q3 2010
COMMERCIAL VEHICLE: Board Member Leaves Due to Time Constraints

COMMUNITY CENTRAL: Posts $4.8MM Q3 Loss; Bank Signs Consent Order
COMSTOCK MINING: Incurs $8.7 Million Net Loss in Q3 2010
CPG INTERNATIONAL: S&P Affirms 'B-' Corporate Credit Rating
CREDIT ONE: Posts $24,600 Net Loss in September 30 Quarter
CREDIT-BASED ASSET: JPM OKs Use of $8.2MM Cash; Court Nod Sought

CREDIT-BASED ASSET: Proposes FIG-Led Auction for CM Business
CREDIT-BASED ASSET: Taps Donlin Recano as Noticing, Claims Agent
CREDIT-BASED ASSET: WTC, an Indenture Trustee, Has No Exposure
CRYSTAL CATHEDRAL: US Trustee Balks at $156K Annual Pay for CFO
CYNERGY DATA: Plan Confirmation Hearing Scheduled for Dec. 21

DYNEGY INC: Blackstone Raises Buyout Offer to $5 a Share
DYNEGY INC: Rejects Icahn's Funding Offer, Questions Motive
EL PASO: Fitch Affirms 'BB+' Issuer Default Ratings
EMISPHERE TECHNOLOGY: Posts $9.6-Mil. Net Profit in 3rd Quarter
EMPIRE RESORTS: Posts $938,000 Net Loss in September 30 Quarter

ENDO PHARMACEUTICALS: Moody's Puts 'Ba2' Corporate Family Rating
ENERGY XXI: Moody's Upgrades Corporate Family Rating to 'B3'
ENERTECK CORPORATION: Posts $475,800 Net Loss in Q3 2010
EPICEPT CORP: Nets $1.9 Million from Sale of Securities
FILMYARD HOLDINGS: S&P Assigns 'B+' Corporate Credit Rating

FIRST INDUSTRIAL: Fitch Affirms 'B+' Issuer Default Rating
FLAKEBOARD CO: S&P Assigns 'B' Corporate Credit Rating
FORD MOTOR: Said to Pare Mazda Stake to 3%
GENTA INC: Swings to $7.7-Mil. Net Income in Q3 2010
GLAZIER GROUP: Files For Bankruptcy Protection

GLOBAL CONTAINER: Reorganization Cases of Two Affiliates Dismissed
GLOBAL CONTAINER: Plan of Reorganization Gets Court Approval
GOLDSTEIN FAMILY: Case Summary & 9 Largest Unsecured Creditors
GREYSTONE PHARMACEUTICALS: U.S. Withdraws Motion to Dismiss Case
GYMBOREE CORP: Moody's Puts Caa1 Rating on $400 Million Notes

GYMBOREE CORP: S&P Downgrades Senior Secured Debt Rating to 'B+'
HEALTHY FAST: Posts $57,705 Net Loss in September 30 Quarter
HELLAS TELECOMMUNICATIONS: Files Ch. 15 Petition in Delaware
HELLAS TELECOMMUNICATIONS: Chapter 15 Case Summary
HERCULES OFFSHORE: Moody's Junks Corporate Family Rating

HUNTER FAN: S&P Gives Stable Outlook; Affirms 'B-' Rating
IMPERIAL INDUSTRIES: Posts $1.45-Mil. Net Loss in 3rd Quarter
INDEPENDENCE TAX: Posts $408,865 Net Income in Third Quarter
INTERNATIONAL GARDEN: Gets Approval of $7.5-Mil. in DIP Loans
INTERNATIONAL INC: S&P Assigns 'BB-' Corporate Credit Rating

ISE LIMITED: Follows ISE Corporation in Filing for Chapter 11
JAYEL CORP: Won't Give Up Info., Now Wants Case Dismissed
KANSAS CITY SOUTHERN: Moody's Raises Corp. Family Rating to 'Ba3'
KRATON POLYMERS: S&P Puts 'B+' Rating on CreditWatch Positive
LA JOLLA PHARMACEUTICAL: Posts $469,000 Net Loss in Q3 2010

LEHMAN BROTHERS: Asks for Nod to Enter Into Transactions
LEHMAN BROTHERS: Proposes Settlement with FNI, et al.
LEHMAN BROTHERS: Proposes to Assign Swap Agreements to SwapCo
LEHMAN BROTHERS: LBSF Wants to Sell Stake in Libro Companhia
LEHMAN BROTHERS: Amends Archstone Loan Restructuring Terms

LEHMAN BROTHERS: SIPA Trustee Sends Probe Report for May-Oct.
LIFECARE HOLDINGS: Posts $1.7 Million Net Loss in Q3 2010
LITHIUM TECHNOLOGY: Nets $2 Million from Sale of Stock
LOCATEPLUS HOLDINGS: Earns $25,480 in September 30 Quarter
LOVELL KING: Case Summary & 13 Largest Unsecured Creditors

MARIAH RE: S&P Assigns 'B' Rating to Note Issuances
MARSHALL & ILSLEY: Moody's Reviews Ratings on Various Debt
MARSICO HOLDINGS: S&P Assigns 'CCC+' Counterparty Credit Rating
MEDIACOM COMMS: Ratings Could Come Under Pressure, Moody's Says
MEDIACOM COMMS: S&P Puts 'B+' Rating on Negative Watch

MEDICAL CONNECTIONS: Posts $1.2 Million Net Loss in Q3 2010
METALDYNE CORP: Atlas Acted as Advisor in New Castle Facility Sale
METRO-GOLDWYN-MAYER: Proposes to Pay $2.9MM in Shipping Charges
METRO-GOLDWYN-MAYER: Taps Ordinary Course Professionals
METRO-GOLDWYN-MAYER: Applies for Klee as Bankruptcy Co-Counsel

METRO-GOLDWYN-MAYER: Gets Nod for Donlin Recano as Claims Agent
METRO-GOLDWYN-MAYER: Bush Gottlieb Represents Union Entities
METROPOLITAN 885: Files for Chapter 11 with Plan Support Deal
METROPOLITAN 885: Case Summary & 19 Largest Unsecured Creditors
MXENERGY HOLDINGS: Posts $23.4MM Net Loss for September 30 Quarter

NEWMARKET CORP: S&P Affirms 'BB+' Corporate Credit Rating
NEPHROS INC: Posts $375,000 Net Loss in September 30 Quarter
NNN 2003: Posts $275,000 Net Loss in September 30 Quarter
NORD RESOURCES: Posts $10-Mil. Net Loss in Sept. 30 Quarter
NUVEEN INVESTMENTS: Posts $102.5MM Adjusted EBITDA in Q3

ORAGENICS INC: Posts $1.9-Mil. Net Loss in Sept. 30 Quarter
ORANGE COUNTY: Court to Set Plan Deadlines on Dec. 17
PAETEC HOLDING: S&P Assigns 'CCC+' Rating to $420 Mil. Notes
PERFORMANCE FOOD: Moody's Assigns 'B2' Corporate Family Rating
PERFORMANCE FOOD: S&P Assigns 'B' Corporate Credit Rating

PET CROSSING: Case Summary & 11 Largest Unsecured Creditors
PETCO ANIMAL: Moody's Assigns 'Caa1' Rating to $500 Mil. Notes
PFF BANCORP: Unsecured Creditors Files Settlement Motion
PRECISION PARTS: Committee Given Approval to Sue Creditors
PROBE RESOURCES: Debt Deal Expires; Units Now in Ch. 11

QOC I LLC: Hearing on Case Dismissal Moved to Dec. 7
REAL MEX: Lowers Third Quarter Net Loss to $6.3 Million
REFLECT SCIENTIFIC: Posts $122,000 Net Loss in Q3 2010
REGAL ENTERTAINMENT: Posts $42-Mil. Net Income in Third Quarter
RENASCENT INC: Files Schedules of Assets and Liabilities

ROBERT NAZARIAN: Voluntary Chapter 11 Case Summary
RIVANNA PLAZA: To Move Forward with Project
ROCK & REPUBLIC: Close to Sale Deal, Seeks Exclusivity Extension
RONALD RUNYEON: Section 341(a) Meeting Scheduled for Dec. 10
RONALD RUNYEON: Wants Filing of Schedules Extended Until Dec. 2

RONALD RUNYEON: Asks for Access to Cash Collateral Until January
ROTHSTEIN ROSENFELDT: Trustee & AmEx Settle $20.7MM Lawsuit
RP SAM: Can Access California Credit's Cash Collateral
SANSWIRE CORP: CEO and Partners Buy Shares of Common Stock
SEP RIVERPARK: Case Summary & 11 Largest Unsecured Creditors

SEVERN BANCORP: Swings to $485,000 Net Income in 3rd Quarter
SHUBH HOTELS DETROIT: Secured Creditor Fights Bankruptcy Loan
SIX FLAGS: Moody's Upgrades Corporate Family Rating to 'B1'
SPECIALTY PRODUCTS: Ordered to Narrow Asbestos Discovery
SPIRIT AEROSYSTEMS: Moody's Puts 'Ba3' Rating on $300 Mil. Notes

SPIRIT AEROSYSTEMS: S&P Assigns 'BB-' Rating to $300 Mil. Notes
SPRINT NEXTEL: Weak Performance Cues Moody's Rating Reviews
STATES INDUSTRIES: Renwood Opportunities Acquires Assets
STEPHEN SELVAGGIO: U.S. Trustee Wants Case Converted to Chapter 7
STEPHEN SELVAGGIO: Files List of 20 Largest Unsecured Creditors

STEPHEN SELVAGGIO: Files Schedules of Assets & Liabilities
SUNGARD DATA: Moody's Corrects Speculative Grade Liquidity Rating
SUSAN KRYGIELL: Case Summary & 14 Largest Unsecured Creditors
TALON INT'L: Posts $1.2 Million Net Loss in September 30 Quarter
TC GLOBAL: Posts $1.6 Million Net Loss in Sept. 26 Quarter

TEN SIDE: Asks for Court's Permission to Use Cash Collateral
TERRESTAR NETWORKS: Marathon Submits $75-Mil. Financing Offer
TERRESTAR NETWORKS: Withdraws Plea to Assume EchoStar Plan Deal
TERRESTAR NETWORKS: Resolves 7 Cases' Dismissal Motion
TERRESTAR NETWORKS: Files Schedules of Assets and Liabilities

TERRESTAR NETWORKS: Files Statement of Financial Affairs
TETRAGENEX PHARMACEUTICALS: Confirmation Hearing on Jan. 5
TETRAGENEX PHARMACEUTICALS: Proofs of Claim Due by Dec. 13
TIMOTHY WRIGHT: Has Access to Lenders' Cash Until February 1
TOBACCO ROSE: Case Summary & 20 Largest Unsecured Creditors

TRIBUNE CO: Wins Nod of 2010 Management Incentive Plan
TRIBUNE CO: Proposes Davis Wright as Special Counsel
TRIBUNE CO: McDermott Will Charges $716,000 in Fees for June-Aug.
TWIN CITY: Case Summary & 4 Largest Unsecured Creditors
VM ASC: Case Summary & 2 Largest Unsecured Creditors

W&T OFFSHORE: Moody's Gives Stable Outlook; Affirms 'B3' Rating
WASHINGTON MUTUAL: Files Notice on Implementation of Class Ballots
WAVERLY GARDENS: Hearing to Dismiss Case Continued Until Nov. 23
WEST FELICIANA: Bankruptcy Case Converted to Chapter 7 Liquidation
WOLVERINE TUBE: To Sell Component Biz. to Mueller Industries

XM SATELLITE: Reports $30,466 Net Income for September 30 Quarter

* Upcoming Meetings, Conferences and Seminars

                            *********

A. CORDERO BADILLO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: A. Cordero Badillo, Inc.
          aka Supermercados Grande
        Ave Ponce de Leon 56
        Barrio Sabana
        Catano, PR 00962

Bankruptcy Case No.: 10-10705

Chapter 11 Petition Date: November 12, 2010

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A CURPILL, PSC LAW OFFICE
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515
                  E-mail: cacuprill@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 Yarimir Rodrigez, acting comptroller.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
A.E.E                              Power Services       $3,457,240
Oficina Gerente
P.O. Box 398
Bayamon PR 00960-0398

Pepsi Cola PR Distributing, LLC    Inventory Purchases  $2,618,054
PO BOX 2600                        and Supply
Toa Baja PR 00951-2600

Empacadora Hill Brothers           Vegetables &           $759,453
P.O. Box 31303                     Fruits Inventory
65th Inf. Station
San Juan PR 00929

Drogueria Betances, Inc.           Medical Supplies       $637,181
P.O. Box 368                       and Inventory
Caguas PR 00726-0368

Triple-S Salud                     Healthcare Insurance   $579,283
P.O. Box 71548                     Premiums
San Juan PR 00936-8648

De La Cruz & Associates            Advertising Services   $472,400
P.O. Box 11885
San Juan PR 00922-1885

V. Suarez & Co. Inc.               Inventory Purchases    $361,675
P.O. Box 364588                    (Grocery)
San Juan PR 00936-4588

Suiza Dairy                        Dairy Inventory        $357,829
P.O. Box 363207                    Purchases
San Juan PR 00936-3207

MMR Supermarkets, Inc.             Healthcare Insurance   $344,291
C/O Econo Pastrana
P.O. Box 1657
Trujillo Alto PR 00977

Crim                               Property Taxes         $335,231
P.O. Box 195387
San Juan PR 00919-5387

Mi Pan Asociados                   Deli Inventory         $302,342
Apartado 174                       Purchases
Sabana Seca PR 00952

Corp Credito/Desarrollo            Rent Arrears           $267,081
Comercial Y Agricola PR
Apartado 195009
San Juan PR 00919-5009

Kellogg's Snacks PR                Inventory Purchases    $261,733
P.O. Box 50004                     (Grocery)
San Juan PR 00902-0004

USA Waste Services, Inc.           Waste Disposal         $261,695
P.O. Box 71561                     Services
San Juan PR 00936-8661

White Rose, Inc.                   Inventory Purchases    $247,688
                                   (Grocery)

Kraft Foods Puerto Rico, LLC       Dairy Inventory        $195,687
                                   Purchases

Bananera Montebello, Inc.          Vegetables &           $160,652
                                   Fruits Inventory

Bridge Security Services, Inc.     Security Services      $150,941

Fideicomiso Hispamer               Rent Arrears           $146,995

Marvel Specialties, Inc.           Meat Inventories       $144,536
                                   Purchases


ACCESS PHARMACEUTICALS: Posts $12.7-Mil. Net Loss in 3rd Quarter
----------------------------------------------------------------
Access Pharmaceuticals Inc. filed its quarterly report on Form
10-Q, reporting a net loss of $12.72 million on $127,000 of total
revenues for the three months ended Sept. 30, 2010, compared with
a net loss of $4.07 million on $144,000 of total revenues for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$2.27 million in total assets, $32.73 million in total
liabilities, and a stockholders' deficit of $30.45 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6eb1

                   About Access Pharmaceuticals

Access Pharmaceuticals, Inc., is an emerging biopharmaceutical
company focused on developing pharmaceutical products primarily
based upon its nanopolymer chemistry technologies and other drug
delivery technologies.  The Company currently has one approved
product, one product candidate at Phase 3 of clinical development,
three product candidates in Phase 2 of clinical development and
other product candidates in pre-clinical development.

Following the Company's 2009 results, Whitely Penn LP of Dallas,
Texas, expressed substantial doubt against Access Pharmaceuticals'
ability as a going concern.  The firm reported that the Company
has had recurring losses from operations, negative cash flows from
operating activities and has an accumulated deficit.


ADMIRAL WINE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Admiral Wine and Liquor Co.
        79 Sand Park Road
        Cedar Grove, NJ 07009-1210

Bankruptcy Case No.: 10-45213

Chapter 11 Petition Date: November 12, 2010

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Bruce D. Buechler, Esq.
                  Kenneth Rosen, Esq.
                  LOWENSTEIN SANDLER PC
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2308
                       (973) 597-2500
                  E-mail: bbuechler@lowenstein.com
                          krosen@lowenstein.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/njb10-45213.pdf

The petition was signed by Michael Zeiger, president.


ALL AMERICAN: Posts $8.45 Million Net Loss in Third Quarter
-----------------------------------------------------------
All American Group Inc. reported a net loss of $8.45 million for
the three months ended Sept. 30, 2010, compared with a net loss
of $3.89 million for the same period a yea ago.  Net sales for
three months ended Sept. 30, 2010, totaled $16.7 million, compared
with $16.07 million in the same period in 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$74.38 million in total assets, $40.95 million in total
liabilities, and stockholder's equity of $33.43 million

"The Company's sales have increased year to date from 2009 by over
28%, and the Specialty Vehicle segment has generated an operating
profit of $0.7 million during that same period", stated Rick
Lavers, President and CEO.  "While in the third quarter all of the
increased revenues came on the Specialty Vehicle side of our
business, we expect that to change in the fourth quarter as
several major housing projects come on line.  Further, the new
ARBOC Spirit bus aimed at the commercial fleet business enjoyed a
warm reception at this year's BusCon show, although we don't
expect any impact from that product line until 2011."

Net sales from continuing operations for the nine-month period
ended September 30, 2010 were $57.8 million compared to
$45.1 million reported for the same period in 2009, an increase
of over 28%.  As a result, the Company's operating loss for the
nine months ended September 30, 2010 was reduced by nearly 30% or
$4.0 million to a loss of $9.8 million compared to a loss of
$13.8 million for the comparable nine-month period in 2009.

The Company said November 8 it has agreed to be acquired by
affiliates of All American Group Holdings, LLC, which is an
affiliate of H.I.G. All American, LLC, in a merger that would
result in the Company's shareholders receiving $0.20 per share,
plus an interest in a liquidating trust that will have a
contingent right to receive proceeds from the sale of AAG's
specialty vehicle business.

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6e9d

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e9e

                     About All American Group

Elkhart, Indiana-based All American Group, Inc., formerly Coachmen
Industries, Inc., (OTC:COHM.PK) says it is one of America's
premier systems-built construction companies under the ALL
AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN HOMES(R), and MOD-U-
KRAF(R) brands, as well as a manufacturer of specialty vehicles.

                           *     *     *

McGladrey & Pullen LLP, in Elkhart, Indiana, expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The auditors noted that
Coachmen has suffered recurring losses from operations and
continues to operate in an industry where economic recovery has
been very slow.


ALLEN CAPITAL: Barrier Named Financial Advisor to Unsec. Creditors
------------------------------------------------------------------
Barrier Advisors Inc. has been named financial advisor to the
Official Committee of Unsecured Creditors of DLH Master Land
Holding, LLC and its affiliated company, Allen Capital Partners,
LLC.

On Jan. 25, 2010, DLH Master Land Holding, LLC and Allen Capital
Partners, LLC each filed voluntary Chapter 11 petitions in the
United States Bankruptcy Court, for the Northern District of
Texas, Dallas Division.  DLH's primary business is the development
of the real estate project known as the Dallas Logistics Hub. When
completed, the Dallas Logistics Hub will be the largest logistics
park in North America, with 6,000 acres master-planned for 60
million square feet of distribution, manufacturing, office and
retail developments.

In advising the Unsecured Creditors' Committee Barrier Advisors is
investigating and valuing the assets of DLH, including the Dallas
Logistics Hub, consulting with the debtors on financing and other
matters and participating in the formulation of a plan of
reorganization, as well as providing expert testimony as needed.

The Committee has authorized Barrier Advisors to investigate
options and alternatives for financing sources.  Interested
parties are encouraged to contact Barrier Advisors to learn more
about the Dallas Logistics Hub and explore alternative structures
to the debtors' proposed plans that would allow the debtors to
reorganize.

"We are delighted to be working on a case of this importance to
the secured and unsecured creditors of DLH and to the cities of
Dallas, Hutchins, Lancaster and Wilmer, Texas," said Jeff Jones,
managing director of Barrier Advisors, Inc.  "Barrier's track
record for helping debtors and creditors put together
strategically sound reorganization plans will be critical to the
successful structuring of a viable plan of reorganization of
Dallas Logistics Hub".

                         About Allen Capital

Allen Capital Partners LLC and subsidiary DLH Master Land Holding
LLC, are the developers of Dallas Logistics Hub, a 6,000-acre
multimodal logistics park 12 miles (19 kilometers) from downtown
Dallas.

Allen Capital Partners, LLC, dba The Allen Group, filed for
Chapter 11 bankruptcy protection on January 25, 2010 (Bankr. N.D.
Tex. Case No. 10-30562).  Mark MacDonald, Esq., at MacDonald +
MacDonald, P.C., assists the Company in its restructuring effort.
Lain, Faulkner & Co. is the Debtor's financial advisor.  The
Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities in its petition.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.

Another affiliate, Visalia, California-based Richard S. Allen,
Inc., filed for Chapter 11 bankruptcy protection on May 3, 2010
(Bankr. N.D. Texas Case No. 10-33211).  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $50,000,001 to $100,000,000.


ALLIED DEFENSE: Posts $39MM Profit in Q3 Following Sale
-------------------------------------------------------
The Allied Defense Group Inc. filed its quarterly report on Form
10-Q, reporting net income of $39.40 million on zero revenue for
the three months ended Sept. 30, 2010, compared with a net loss of
$3.26 million on zero revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$50.99 million in total assets, $5.33 million in total
liabilities, and stockholder's equity of $45.65 million.

On September 1, 2010, the Company announced that it completed the
sale of substantially all of its assets to Chemring Group PLC.
Chemring paid approximately $59.6 million in cash and assumed
certain specified liabilities in exchange for all of the capital
stock of Mecar sprl (formerly Mecar S.A.) and substantially all of
the assets of Mecar USA.  ADG has no significant operating assets
as a result of the asset sale.

Following the sale, the Board of Directors of the Company
unanimously approved the dissolution of the Company pursuant to a
Plan of Complete Liquidation and Dissolution.  The Company's
stockholders approved the Plan on September 30.  In response to
concerns of certain of the Company's stockholders, the Company has
agreed to delay the filing of a certificate of dissolution with
the Delaware Secretary of State so that the stockholders may
continue to transfer the Company's common stock while the Company
resolves the matters relating to the U.S. Department of Justice
subpoena.  The Company will now delay the filing of a certificate
of dissolution with the Delaware Secretary of State until the
earlier of August 31, 2011 or a resolution of all matters
concerning the DOJ.

The Company received a subpoena from the DOJ on January 19, 2010
requesting that the Company produce documents relating to its
dealings with foreign governments.  The Company said it is
unlikely that any distributions to stockholders will be made until
the matters relating to the DOJ subpoena have been resolved.  The
period of time required to resolve these matters is expected to
take in excess of one year.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ea3

                  About The Allied Defense Group

Vienna, Va.-based The Allied Defense Group, Inc. (OTCQB: ADGI)
-- http://www.allieddefensegroup.com/-- is a multinational
defense business focused on the manufacture and sale of ammunition
and ammunition related products for use by the U.S. and foreign
governments.  Allied's business is conducted by its two wholly
owned subsidiaries: Mecar S.A. ("Mecar") and Mecar USA, Inc.
("Mecar USA").  Mecar is located in Nivelles, Belgium and Mecar
USA is located in Marshall, Texas.  Corporate is located in
Vienna, Virginia.

                          *     *     *

As reported in the Troubled Company Reporter on April 16, 2010,
BDO Seidman LLP, in Bethesda, Md., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses from operations.  Also,
the Company has been unable to obtain long-term and short-term
financing necessary to support its operations.


AMBAC FIN'L: Wisconsin Court Commences Hearing on ACC Rehab Plan
----------------------------------------------------------------
A federal court overseeing the rehabilitation case of Ambac
Assurance Corporation commenced a hearing on November 15, 2010,
to consider approval of a rehabilitation plan for the Company
proposed by Sean Dilweg from the Office of the Commissioner of
Insurance of the state of Wisconsin.

AAC is the operations' arm of Ambac Financial Group, Inc.

Mr. Dilweg is the appointed rehabilitator of the AAC Segregated
Account.  The AAC rehabilitation proceeding is currently before
the Dane County Circuit Court in Wisconsin.

Judge William D. Johnston of the Dane County Circuit Court will
rule on the OCI Plan for AAC that contemplates paying claimants
25% of their money now and the balance in nine years with an
annual interest of 5.1%, Andrew M. Harris of Bloomberg News
reports.

The OCI explained in an online presentation of the Plan that a
25/75 cash-surplus note split arose from the need to retain
sufficient cash to pay all permitted policy claims during the
rehabilitation process, Bloomberg relates.  Payment of claims on
the segregated policies was halted pending approval of the Plan,
the report notes.

Several parties have objected to the Plan, including the Federal
Home Loan Mortgage Corp. or Freddie Mac, and the Federal National
Mortgage Association or Fannie Mae; Bank of America Corp; and a
group of hedge funds including Aurelius Capital Management LP,
King Street Capital LP and Stonehill Capital Management LLC,
according to Bloomberg.

A group called RMBS Policyholders even alleged that the OCI
actively participated in an arrangement that will divert billions
of tax attributes from the insurance company that is charged with
regulating.

Judge Johnston began hearing five days of testimony on
November 15, Bloomberg relates.  The OCI was the first to testify
before the Wisconsin Court, according to the news source.

David Greenwald, Esq., counsel to the hedge funds, asked the OCI
on what are the chances that his clients will be paid in 2020,
Bloomberg notes.  The OCI responded that the health of the
general account is the key to repayment of the nine-year notes,
Bloomberg relates.  Payments will be funded by the general
account.

The OCI pointed out that a prolonged or double-dip recession
could scuttle the Plan, while an economic up-tick could
accelerate it, according to Bloomberg.  The OCI noted that the
Plan is dependent on the well-being of AAC's non-segregated
business, the report states.  The OCI further said that while the
13,000-policy general account has assets and liabilities, the
700-policy segregated account has only liabilities, Bloomberg
adds.

Bloomberg relates that Judge Johnson also rejected the hedge
funds' objection to his going forward of the hearing pending
their challenge on an earlier ruling in a Wisconsin appeals
court.  According to Bloomberg, Ambac and the OCI asked the
mortgage-backed securities insureds to provide them and the
Wisconsin Court with more detailed information about whom they
represent.

The AAC Plan is complicated by the Internal Revenue Service's
intent to seize AAC's tax refunds totaling $700 million, Mr.
Harris observes.  Ambac has sued IRS in the U.S. Bankruptcy Court
for the Southern District of New York to enjoin the agency from
recouping the tax refunds.  The OCI told the Wisconsin Court that
some of the $700 million is needed to pay policyholders and other
claimants.

In other matters, Michael Van Sicklen, Esq., the OCI's counsel,
informed Judge Johnston of a settlement in principle with holders
of Ambac-insured revenue bonds issued by Las Vegas Monorail Co.,
a bankrupt entity, Bloomberg relates.  Mr. Sicklen referred to
those obligations as the single largest exposure in the
segregated account.  The monorail bondholders assert more than
$500 million in present-value claims against Ambac, which would
increase to $1.1 billion over time, Bloomberg adds.

The OCI told Bloomberg via a phone interview that it started
monitoring AAC in 2008 during the global financial crisis and
noted that by the end of 2009, the insurer's numbers were going
down.  Ambac was paying out as much as $150 million a month,
without taking in equivalent capital, according to the OCI, the
report notes.  "That was unsustainable," the OCI was quoted by
Bloomberg as saying.

                        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 FIN'L: Releases Form 10-Q for the Third Quarter
-----------------------------------------------------
Ambac Financial Group, Inc. filed with the U.S. Securities and
Exchange Commission, a quarterly report on Form 10-Q for the
quarter ended September 30, 2010.

A full-text copy of the 3rd Quarter 2010 Results on Form 10-Q
dated Nov. 15, 2010, is available for free at:

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

The Company and its affiliates earlier issued a press release on
the 2010 third quarter results, listing $31.1 billion in assets
and $32.5 billion in liabilities.

Net income attributable to AFG for the third quarter was reported
at $76,006,000.


        Ambac Financial Group Inc. and Subsidiaries
             Consolidated Statements of Cash Flow
             Nine Months Ended September 30, 2010
                         (Unaudited)

Cash flows from operating activities:
Net loss attributable to common shareholders    ($671,604,000)
Non-controlling interest in subsidiaries'
  earnings                                             (13,000)
                                            ------------------
Net loss                                        ($671,617,000)

Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization                       2,686,000
Amortization of bond premium and discount        (103,445,000)
Share-based compensation                            4,250,000
Current income taxes                              443,887,000
Deferred income taxes                                       -
Deferred acquisition costs                         27,733,000
Unearned premiums, net                         (1,062,655,000)
Loss and loss expense, net                        370,910,000
Ceded premiums payable                           (109,118,000)
Investments income due and accrued                 35,716,000
Premium receivables                               915,347,000
Accrued interest payable                           43,850,000
Net mark-to-market (gains) losses              (2,792,668,000)
Net realized investment gains                    (153,351,000)
Other-than-temporary impairment charges            48,499,000
Variable interest entity activities               504,873,000
Other, net                                        330,273,000
                                            ------------------
Net cash used in operating activities          (2,164,830,000)
                                            ------------------
Cash flows from investing activities:
Proceeds from sales of bonds                    2,349,427,000
Proceeds from matured bonds                       584,365,000
Purchases of bonds                               (880,863,000)
Change in short-term investments                  344,259,000
Loans, net                                         59,412,000
Change in swap collateral receivable               24,248,000
Other, net                                         12,324,000
                                            ------------------
Net cash provided by investing activities       2,493,172,000
                                            ------------------
Cash flows from financing activities:
Dividends paid - subsidiary shares to
  noncontrolling interest                             (817,000)
Proceeds from issuance of investment and
  payment agreements                                 1,337,000
Payments from investment and payment draws       (290,699,000)
Proceeds from the issuance of subsidiary
  changes to noncontrolling interest                         -
Retirement of subsidiary shares to
  noncontrolling interest                                    -
Capital issuance costs                                      -
Net cash collateral paid/received                 (80,569,000)
                                            ------------------
Net cash used in financing activities            (370,748,000)
                                            ------------------
Net cash flow                                       (42,406,000)
                                            ------------------
Cash and cash equivalents at January 1              112,079,000
                                            ------------------
Cash and cash equivalents at September 30           $69,673,000
                                            ==================

                        About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FIN'L: Organizational Meeting to Form Panel on Nov. 17
------------------------------------------------------------
Tracy Hope Davis, United States Trustee for Region 2, will hold an
organizational meeting on November 17, 2010, at 11:00 a.m. (ET) in
the bankruptcy case of Ambac Financial Group, Inc.  The meeting
will be held at the United States Trustee Meeting Rooms, 80 Broad
Street, 4th Floor, New York, NY 10004.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                       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 FIN'L: Stock Delisted by NYSE, Now Trading on OTC Market
--------------------------------------------------------------
NYSE Regulation, Inc. announced the immediate suspension of
trading on the New York Stock Exchange of the common stock of
Ambac Financial Group, Inc. and the suspension of trading on the
NYSE of certain other securities of the Company, according to the
company's regulatory filing with the U.S. Securities and Exchange
Commission on November 10, 2010.

NYSE Regulation determined on November 9, 2010, that Ambac is no
longer suitable for listing in light of the company's bankruptcy
filing, which is sufficient grounds for the commencement of
delisting procedures according to Section 802.01D of the NYSE's
Listed Company Manual.

In its announcement regarding the suspension, NYSE Regulation
noted the uncertainty as to the timing and outcome of the
bankruptcy process as well as the ultimate effect of this process
on the company's equityholders.  In addition, NYSE Regulation
stated that Ambac had been notified that it had fallen below the
NYSE's continued listing standard for average closing price of
less than $1.00 over a consecutive 30 trading day period.

Ambac said that at this time, it does not intend to take any
action to appeal the NYSE's decision and thus, it is expected
that the Suspended NYSE Securities will be delisted after
completion by the NYSE of application with the SEC.

The Suspended NYSE Securities include:

  -- common Stock, $0.01 per share (NYSE ticker symbol: ABK);

  -- 5.875% Debentures due March 24, 2103 (NYSE ticker symbol:
     AKT);

  -- 5.95% Debentures due February 28, 2103 (NYSE ticker
     symbol: AKF); and

  -- 9.50% Equity Units due February 15, 2021 (NYSE ticker
     symbol: ABK PRZ).

Ambac subsequently related that its common stock and the shares
of its equity units began trading exclusively on the over-the-
counter market as of November 9, 2010.

On the OTC market, shares of Ambac's common stock, which
previously traded on the NYSE under the symbol ABK, trade under
the symbol ABKFQ.  Shares of Ambac's equity units, which
previously traded on the NYSE under the symbol ABK-PRZ, trade
under the symbol ABKOQ.

                        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 FIN'L: AAC Plan of Operation Amended November 7
-----------------------------------------------------
Ambac Assurance Corporation's Plan of Operation for its
Segregated Account has been amended effective as of November 7,
2010, to allocate to the Segregated Account:

  (i) any and all liabilities it has or may have, now or in the
      future, to Ambac Financial Group Inc., or any of its
      successor, in regard to tax refunds or the July 18, 1991
      Tax Sharing Agreement, as amended;

(ii) any and all liabilities it has or may have, now or in the
      future, to the Internal Revenue Service or the U.S.
      Department of the Treasury with regard to taxes imposed
      under the Internal Revenue Code of 1986, as amended, for
      taxable periods ending on or prior to December 31, 2009;
      and

(iii) any and all liabilities AAC has or may have, now or in the
      future, to the IRS or the Treasury with regard to any
      Federal Tax refunds that were received prior to
      November 7, 2010 by AAC, AFG or their affiliates.

AAC is AFG's operations arm.  AFG made the disclosure on the
Amended AAC Rehabilitation Plan in a regulatory filing with the
Securities and Exchange Commission on November 10, 2010.

The Office of the Commissioner of Insurance of the State of
Wisconsin commenced rehabilitation proceedings with respect to
the establishment of a segregated account to segregate certain
miscellaneous liabilities and policy liabilities related
to certain non-performing segments of AAC's operations on
March 24, 2010, in the District Court of Dane County,
Wisconsin.  The Rehabilitation Court appointed Sean Dilweg, the
Wisconsin Commissioner of Insurance, as rehabilitator of the
Segregated Account.

On November 8, 2010, the Rehabilitation Court issued an order for
temporary supplemental injunctive relief enjoining AFG, any
successor-in-interest, any state court receiver of the company,
all persons purporting to be creditors of AFG, the IRS and all
other federal and state governmental entities from commencing or
prosecuting any actions, claims, lawsuits or other formal legal
proceedings relating to the Allocated Disputed Contingent
Liabilities.

               RMBS Group Reacts to OCI's Actions

The RMBS Policyholders Group is concerned that the interests of
Ambac policyholders are not adequately protected.

The RMBS Policyholders Group noted in a public statement that the
events that occurred since November 8, 2010, have demonstrated
clearly that the Wisconsin Office of the Commissioner of
Insurance failed in its statutory duty to protect policyholders
of Ambac Assurance Corporation, and actively participated in an
arrangement that will divert billions of dollars of tax
attributes from the insurance company that it is charged with
regulating.

The bankruptcy filings of Ambac's parent, Ambac Financial Group,
Inc., reveal that OCI is endorsing a term sheet that allows AFG
to retain its equity ownership in AAC, while simultaneously
proposing a Plan of Rehabilitation in Wisconsin that impairs
claims of policyholders, running afoul of the absolute priority
rule, the Group pointed out.  Moreover, the Group cited, the term
sheet that the OCI endorses proposes to give to AFG billions of
dollars of AAC's net operating losses ("NOLs") and requires AAC
to compensate AFG for the use of any NOL even though that asset
rightfully belongs to AAC.

The Group is dismayed to discover that not only has the OCI
failed in its statutory obligation to protect policyholders, but
arranged behind closed doors with AFG, its management and
creditors to strip policyholders of valuable assets.  The Group
resolves to challenge the OCI's actions.

On November 8, 2010, the RMBS Policyholders Group, along with
other objectors representing more than $20 billion of insured
securities, filed Objections to OCI's Plan of Rehabilitation with
the Wisconsin Circuit Court.  These Objections make clear that
the Plan is flawed on many grounds, the Group stated.

The Group's Objections, as well as those filed by other Ambac
policyholders, are expected to be heard by the Wisconsin Circuit
Court in a hearing scheduled to begin November 15, 2010.

                        About Ambac Financial

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

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

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

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

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

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

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

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

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 APPAREL: Regains Compliance With NYSE Amex
---------------------------------------------------
American Apparel Inc. received on November 10, 2010, a letter from
the NYSE Amex LLC indicating that the Company has regained
compliance for continued listing on the Exchange.

On October 29, 2010, the Company filed its Form 10-Q for the
second quarter of 2010.  On November 9, 2010, the Company also
filed its Form 10-Q for the quarter ended September 30, 2010.

In August, the Company received a letter from the NYSE Amex LLC
stating that the Company's failure to timely file the second
quarter 10-Q was a material violation of the Company's listing
agreement with the Exchange.

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 30, 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

The Company's balance sheet at September 30, 2010, showed
$322.7 million in total assets, $231.3 million in total
liabilities, and stockholders' equity of $91.4 million.

American Apparel disclosed in its quarterly report on Form 10-Q
for the third quarter of 2010 that based upon results of
operations for the nine months ended September 30, 2010, and
through the issuance of the financial statements and projected for
the remainder of 2010, the Company may not have sufficient
liquidity necessary to sustain operations for the next twelve
months, and that it is probable that beginning January 31, 2011,
the Company will not be in compliance with the minimum
Consolidated EBITDA covenant under the $80,000,000 term loan with
Lion Capital LLP.

"Noncompliance with covenants under the Lion Credit Agreement
would constitute an event of default under the BofA Credit
Agreement, which, if not waived, could block the Company from
making borrowings under the BofA Credit Agreement," the Company
said in the filing.  "These factors, among others, raise
substantial doubt that the Company will be able to continue as a
going concern."


AMERICAN SAFETY: Energizer Obtains U.S. Antitrust Clearance
-----------------------------------------------------------
Energizer Holdings, Inc., disclosed that the waiting period for
antitrust review under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 in connection with Energizer's planned
acquisition of American Safety Razor (ASR) expired at midnight
last night.  The acquisition has thus cleared antitrust regulatory
requirements in the United States.  Clearance from regulatory
authorities in Germany and Taiwan remains as a condition that must
be satisfied before closing.  Energizer will continue to seek
clearance from those authorities in advance of the November 23,
2010 deadline in the Asset Purchase Agreement between Energizer
and ASR.

On October 8, 2010, Energizer announced that it was the winning
bidder for ASR in bankruptcy court proceedings, and that Energizer
signed an agreement with ASR to purchase substantially all of
ASR's assets for $301 million in cash and the assumption of
certain liabilities. If the remaining conditions to closing are
satisfied, the acquisition is expected to close on November 23,
2010.

Headquartered in St. Louis, Energizer Holdings, Inc., makes
batteries and portable lighting.  The Company also makes personal
care products in the wet shave, skin care, feminine care and
infant care categories.

                       About American Safety

American Safety Razor Company, LLC, doing business as Personna
American Safety Razor, manufactures private-label shaving razors
and blades.  ASR also makes and distributes blades and bladed hand
tools for a variety of industrial uses and specialty industrial
and medical blades.  The Company has roots going back to 1875.

American Safety, along with affiliates, sought Chapter 11 relief
(Bankr. D. Del. Case No. 10-12351) on July 28, 2010.  Mark
J. Thompson, Esq., and Morris J. Massel, Esq., at Simpson Thacher
& Bartlett LLP, serve as bankruptcy attorneys.  Howard A. Cohen,
Esq., at Drinker Biddle & Reath LLP, is co-counsel.  In addition,
Lazard Middle Market LLC is the investment banker and Kurtzman
Carson Consultants LLC is the claims and notice agent.  American
Safety disclosed $204,445,816 in assets and $530,809,101 in
liabilities.


ARMSTRONG WORLD: Moody's Downgrades Corp. Family Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service downgraded Armstrong World Industries,
Inc.'s Corporate Family Rating to B1 from Ba2 and Probability of
Default Rating to B1 from Ba3.  In a related rating action,
Moody's assigned B1 rating to the company's proposed $1.05 billion
senior secured bank credit facility.  Armstrong's speculative
grade liquidity is lowered to SGL-2 from SGL-1.  The ratings for
the company's existing senior secured bank credit facilities will
be withdrawn once repaid.  These rating actions result from
Armstrong's intent to pay shareholders a special cash dividend in
the amount of approximately $800 million funded from a combination
of cash on hand and debt.  The outlook is stable.  These rating
actions conclude the review initiated on November 5, 2010.

These ratings/assessments were affected by this action:

* Corporate Family Rating downgraded to B1 from Ba2;

* Probability of Default Rating downgraded to B1 from Ba3; and,

* $250 million Senior Secured Revolving Credit Facility due five
  years from closing rated B1 (LGD3, 42%);

* $250 million Senior Secured Term Loan A due five years from
  closing rated B1 (LGD3, 42%); and,

* $550 million Senior Secured Term Loan B due six and one half
  years from closing rated B1 (LGD3, 42%);

The company's speculative grade liquidity rating is lowered to
SGL-2 from SGL-1.

                         Ratings Rationale

The downgrade of Armstrong's Corporate Family Rating to B1 from
Ba2 reflects diminished credit metrics as a result of the
aggressive financial strategy exhibited by Armor TPG Holdings LLC,
Armstrong's largest shareholder after the Asbestos Personal Injury
Settlement Trust.  TPG, which Moody's believes effectively
controls Armstrong, and the Trust are directing the company to pay
shareholders a special cash dividend in the amount of
approximately $800 million.  The company is financing this
dividend with about $450 million of cash on hand and $350 million
in debt.  The increase in debt will result in deterioration of key
credit metrics, higher debt service requirements, and diminished
liquidity.  On a pro-forma basis for last twelve months through
September 30, 2010, debt-to-EBITDA will increase to about 4.5
times from 3.2 times and free cash flow-to-debt will contract to
about 10% from 15.4%.  Interest coverage defined as EBITA-to-
interest expense will also weaken to about 1.1 times from 3.3
times on a pro forma basis as well (all ratios adjusted per
Moody's methodology).

Moody's views the pro forma financial metrics of Armstrong
following the dividend as being consistent with a B1 Corporate
Family Rating.  Additionally, the contributions from the WAVE JV
become more critical to supporting higher debt service
requirements, since Armstrong's core operating margins remain weak
with adjusted EBITA margin of 4.3% for LTM 3Q10.  Nevertheless,
the company's strong North American market position in providing
flooring to the new residential and commercial construction as
well as to the remodeling end market positions the company to
benefit from eventual economic and construction recovery.

The change in Armstrong's speculative grade liquidity rating to
SGL-2 from SGL-1 is due primarily to the use of about $450 million
of cash on hand to partially fund the company's proposed dividend.
Armstrong is reducing its cash on hand at 3Q10 on a pro form basis
to $232 million from $682.2, lessening its financial flexibility
to contend with ongoing uncertainties in its end markets.
Additionally, Armstrong's ability to generate large amounts of
free cash will be modestly diminished due to higher debt service
requirements.

The stable outlook incorporates Moody's view that Armstrong will
maintain credit metrics appropriate for its rating category.
Availability under the company's proposed revolving credit
facility and the absence of any near-term maturities or other
liquidity constraints support the stable outlook as well.

The B1 rating assigned to the proposed $1.05 billion senior
secured bank credit facility, the same rating as the corporate
family rating, reflects the preponderance of debt in Armstrong's
capital structure.  The bank credit facility will have a first
lien on all the company's domestic assets.  Proceeds from the bank
credit facility with about $450 million of cash will be used to
refinance Armstrong's existing outstanding bank debt, to disburse
the $800 million dividend, and to pay related fees and expenses

A rating upgrade appears unlikely over the intermediate term due
to Armstrong's low margins, increased debt burden, and generally
weak end market demand.  However, over time, if the company proved
able to drive EBITA-to-interest coverage towards 3.0 times, and
debt-to-EBITDA toward 3.5 times (all ratios adjusted per Moody's
methodology), through a mixture of operating improvements and debt
deduction a rating upgrade would be considered.

A rating downgrade could result from evidence that Armstrong is
not benefiting from its cost reduction programs or if financial
performance is negatively impacted by an unexpected decline in the
company's end markets.  EBITA-to-interest expense remaining below
1.5 times or debt-to-EBITDA sustained above 4.5 times (all ratios
adjusted per Moody's methodology) for an extended period of time
could pressure the ratings.  Future shareholder friendly
activities, or deterioration in the company's liquidity profile,
or debt-financed transactions would also stress Armstrong's
ratings.

The last press release was on November 5, 2010, at which time
Moody's placed Armstrong's ratings under review for potential
downgrade.

Armstrong World Industries, Inc., headquartered in Lancaster, PA,
is a global producer of flooring products and ceiling systems for
use primarily in the construction and renovation of residential,
commercial and institutional buildings.  The company also designs,
manufactures and sells kitchen and bathroom cabinets for the U.S.
market.  Revenues for the last twelve months through September 30,
2010 totaled approximately $2.8 billion.


ATLANTIC SOUTHERN: Posts $3.7MM Q3 Loss; Bank Needs Add'l Capital
-----------------------------------------------------------------
Atlantic Southern Financial Group, Inc., the holding company for
Atlantic Southern Bank, filed its quarterly report on Form 10-Q,
reporting a net loss of $3.7 million on $3.9 million of net
interest income for the three months ended September 30, 2010,
compared with a net loss of $8.3 million on $4.0 million of net
interest income for the same period last year.

"As a result of the extraordinary effects of what may ultimately
be the worst economic downturn since the Great Depression, the
Company's and the Bank's capital have been significantly
depleted," the Company said in the filing.  The Company recorded a
net loss of $59.2 million in 2009, and a net loss of $9.3 million
in the first nine months of 2010.

The Company's ability to raise additional capital will depend on
conditions in the capital markets at that time, which are outside
its control, and on its financial performance.  Accordingly, the
Company cannot be certain of its ability to raise additional
capital on terms acceptable to them.  The Company's inability to
raise capital or comply with the terms of the Order [to Cease and
Desist] raises substantial doubt about its ability to continue as
a going concern."

On September 11, 2009, the Company's wholly-owned subsidiary bank,
Atlantic Southern Bank, entered into a Stipulation and Consent to
the Issuance of an Order to Cease and Desist with the Federal
Deposit Insurance Corporation and the Georgia Department of
Banking and Finance, whereby the Bank consented to the issuance of
an Order to Cease and Desist.

The Company's balance sheet at September 30, 2010, showed
$852.6 million in total assets, $832.4 million in total
liabilities, and stockholders' equity of $20.2 million.

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

              http://researcharchives.com/t/s?6eb9

                     About Atlantic Southern

Macon, Ga.-based Atlantic Southern Financial Group, Inc. (NASDAQ:
ASFN) operates nine banking locations in the middle Georgia
markets of Macon and Warner Robins, five locations in the coastal
markets of Savannah, Darien, Brunswick, one location in the south
Georgia market of Valdosta, Georgia and one location in the
northeast Florida market of Jacksonville, Florida.  The Company
specializes in commercial real estate and small business lending.


AVANTAIR INC: Posts $4.81-Mil. Third Quarter Net Loss
-----------------------------------------------------
Avantair Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $4.814 million on total revenue of $35.78 million for
the quarter ended Sept. 30, 2010, compared with a net loss of
$1.367 million on $35.2 million of revenue for the same period in
2009.

The Company's balance sheet at Sept. 30, 2010, showed $124.21
million in total assets, $146.82 million in total liabilities, and
a stockholders' deficit of $37.25 million.

Avantair said in the regulatory filing that its primary growth
strategy is to continue to increase the number of fractional share
owners and aircraft under management as well as increase the
number of flight hour cards and Axis Club Memberships sold. At
September 30, 2010, the Company had 25.5 fractional aircraft
shares available for sale.  In addition to the cost of acquiring
aircraft, Avantair's primary expenses are related to fuel,
aircraft repositioning (i.e., moving an aircraft to another
location to accommodate a customer's need and for demonstration
flights for sales purposes), maintenance, charters and insurance.
To finance its growth strategy, the Company will continue to
actively pursue additional funds through some or a combination of
equity financing, including the sale of additional shares of
common and preferred stock, asset sales, promotional sales
incentives, accelerated payments of management and maintenance
fees or debt financing.

Avantair said in the Form 10-Q that it has incurred losses since
inception and may not be able to generate sufficient net revenue
from its business in the future to achieve or sustain
profitability.  At September 30, 2010, the Company had
approximately $6.9 million of unrestricted cash on hand and
assuming there is no change in recent sales and expense trends,
the Company believes that its cash position will be sufficient to
continue operations for the foreseeable future.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ea1

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6e49

                       About Avantair Inc.

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

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


AXESSTEL INC: Notes of Poor Operating Results; Has $1.1MM Q3 Loss
-----------------------------------------------------------------
Axesstel Inc. filed its quarterly report on Form 10-Q, reporting a
$1.1 million net loss on $9.1 million of revenue for the quarter
ended Sept. 30, 2010, compared with a net loss of $908,842 on
$15 million of revenue in the same period in 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$10.90 million in total assets, $21.28 in total current
liabilities, and a stockholders' deficit of $10.37 million.

The Company says it has experienced significant net losses to date
from operations.  At September 30, 2010, it had cash and cash
equivalents of $88,000, negative working capital of $10.9 million,
and a stockholders' deficit of $10.4 million.
"Poor operating results since the beginning of 2009 have greatly
reduced our working capital position from $241,000 at December 31,
2008 to a deficit of $10.9 million at September 30, 2010.  While
we have diversified our product and customer base, we expect that
we will continue to face significant fluctuations in quarterly
operating results over the next few quarters. Because of our
limited cash position, a temporary reduction in cash flow from
operations could have a significant impact on our ability to fund
operations," the Company said in the Form 10-Q.

The Company said it is working with a number of lenders and
anticipates that it will be able to continue to secure financing
in the upcoming quarters.

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6e61

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e90

                       About Axesstel, Inc.

San Diego, Calif.-based Axesstel, Inc. (OTC BB: AXST)
-- http://www.axesstel.com/-- is a provider of fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.

                          *     *     *

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 after auditing the Company's financial statements
for the year ended December 31, 2009.  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.

At March 31, 2010, the Company owed its primary manufacturer
$9.7 million, of which $6.1 million was past due under the terms
of its credit arrangement.


BALL CORP: Fitch Assigns 'BB' Rating to $400 Mil. Notes
-------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Ball Corporation's
$400 million unsecured notes maturing in 2021.  Ball intends to
use net proceeds from the offering to repay the borrowings under
its $300 million secured term loan facility, and for general
corporate purposes, which may include potential investments in
strategic alliances and acquisitions, the refinancing or repayment
of debt, working capital, share repurchases or capital
expenditures.  Ball's Issuer Default Rating is 'BB' with a
Positive Rating Outlook.

Ball's ratings incorporate the company's solid cash flow
generation, stable credit metrics, leading market positions in its
product categories/market segments, and current expectations in
the packaging end markets.  Ball has aggressively reduced
overcapacity and higher fixed costs by closing numerous facilities
in North America.  With facility cost reductions, the completed
integration of the AB InBev acquisition coupled with additional
ongoing cost savings with corporate overhead and other
initiatives, Fitch expects Ball to realize cost benefits through
2010 while continuing to improve profitability margins.  With the
recent acquisitions and the divesture of its lower margin
commodity-oriented plastics segment, Ball has improved the
operational focus of its strategic footprint.  In addition the
company has taken steps to rebalance its consumer soft drink mix
following recent acquisitions and contract negotiations that will
result in material volume expansion during 2011 in North America.

Risks reflected in the rating include the acquisitive nature of
the company, the remaining refinancing of its term loan/
multicurrency revolving facility, the risks inherent within the
packaging segment including country and revenue/customer
concentration as well as its underfunded pension plans.

Near-term maturities are principally $452 million due under Ball's
secured credit facilities with amortization requirements that ramp
up significantly in the fourth quarter of 2010.  All other
material maturities for Ball's debt are beyond 2015.  The credit
facilities mature in October 2011 and bear interest at variable
rates and include these: 1) a multicurrency, long-term revolving
credit facility that provides the company with up to $700 million
availability; 2) a Canadian long-term revolving credit facility
that provides the company with up to $35 million; 3) remaining
term loans A-C denominated in euros, British pounds, and Canadian.
The revolver had $46 million drawn at the end of the third
quarter.  Ball is currently seeking commitments to replace its
existing senior secured credit facilities with new five-year
senior secured credit facilities.

The company's liquidity is good and was in excess of $800 million
at the end of Sept. 26, 2010, including $169 million in cash and
revolver availability.  Ball's $250 million accounts receivable
securitization program had no accounts receivable sold under the
program at the end of the third quarter.  In October 2010, the
company renewed its receivables sales agreement for a period of
one year.  The size of the new program varies from up to
$125 million for settlement dates in January through April and up
to $175 million for settlement dates in the remaining months.
While capital spending is expected to increase to $300 million due
to significant investments in growth projects, Ball expects free
cash flow in the range of $500 million for 2010.

At the end of third quarter 2010, pro forma leverage was 2.7
times, which has decreased from a peak following the InBev
acquisition of 3.0x.  Fitch expects leverage in the mid 2x range
at the end of 2010.  With the company near its leverage target
goal, Fitch expects Ball to use the majority of its discretionary
cash flow for share repurchases and dividends as well as continue
to be opportunistic in regards to acquisitions.  Through Nov. 2,
Ball had repurchased $494 million of stock in 2010.

The Outlook is currently Positive.  Fitch expects that a ratings
upgrade is possible if these actions occur in the near term:

  -- Ball addresses remaining liquidity risk of refinancing,
     repaying and extending term loan/credit facility in a
     favorable manner;

  -- Operating trends/performance continue as expected with
     additional volume recovery;

  -- The company sustains FCF at current levels;

  -- Continuation of current financial policies and the company
     does not pursue permanently leveraging transactions.


BALL CORP: Moody's Assigns 'Ba1' Rating to $400 Million Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the new
$400 million senior unsecured notes due 2021 of Ball Corporation.
Moody's also affirmed the company's Ba1 corporate family and
probability of default rating.  The rating outlook remains stable.
Additional instrument ratings are detailed below.

The rating is in response to the company's announcement on
November 15, 2010, that it had commenced a public offering of
$400 million senior unsecured notes due 2021.  Ball intends to use
the net proceeds from the offering to repay the borrowings under
its $300 million secured term loan facility and for general
corporate purposes, which may include potential acquisitions, the
repayment of debt, working capital or share repurchases.

Moody's took these rating actions:

  -- Affirmed corporate family rating, Ba1

  -- Affirmed probability of default rating, Ba1

  -- Assigned $500 million senior unsecured notes due2021, Ba1
     (LGD 4, 54%)

  -- Affirmed $715 million multicurrency credit facility due
     October 2011, Ba1 (LGD 4, 54%) ($700 million after
     consideration of the Lehman bankruptcy)

  -- Affirmed $35 million Canadian credit facility due October
     2011, Ba1 (LGD 4, 54%)

  -- Affirmed GBP 55 million Term A Loan due October 2011, Ba1
     (LGD 4, 54%)

  -- Affirmed ?158 million Term B Loan due October 2011, Ba1 (LGD
     4, 54%)

  -- Affirmed CAD 111 million Term C Loan due October 2011, Ba1
     (LGD 4, 54%)

  -- Affirmed $300 million Term D Loan due October 2011, Ba1 (LGD
     4, 54%)

  -- Affirmed $450 million 6.625% senior unsecured notes due March
     2018, a Ba1 (LGD 4, 54%)

  -- Affirmed $375 million 7.125% senior unsecured notes due
     September 2016, Ba1 (LGD 4, 54%)

  -- Affirmed $325 million 7.735% senior unsecured notes due
     September 2019, Ba1 (LGD 4, 54%)

  -- Affirmed $500 million 6.75% senior unsecured notes due 2020,
     Ba1 (LGD 4, 54%)

                         Ratings Rationale

The affirmation of the rating and outlook reflect the largely
credit neutral impact of the transaction.  The affirmation also
reflects the company's stable profitability, well-consolidated
industry structure with long-standing competitive equilibrium and
scale.  The Ba1 rating also reflects the company's high percentage
of long-term contracts with strong cost pass-through provisions,
geographic diversification and continued emphasis on innovation
and product diversification.  The rating is predicated upon the
continued maintenance of good liquidity, including the timely
refinancing of existing credit facilities given the significant
increase in amortization payments beginning December 31, 2010 and
the company's dependence of short term financing for seasonal
working capital needs.

The ratings are constrained by Ball's aggressive financial policy,
concentration of sales and primarily commoditized product line.
The ratings are also constrained by an EBIT margin that is weak
for the rating category.  The AB Inbev acquisition has increased
the company's exposure to the declining carbonated soft drinks
market as well.

                What Could Change the Rating -- Down

The ratings or outlook could be downgraded should an acquisition,
new shareholder initiative or exogenous shock impair cash
generation.  Deterioration in the operating and competitive
environment or the failure to refinance the existing credit
facilities in a timely manner and maintain adequate liquidity
could also result in a downgrade.  Specifically, the ratings could
be downgraded if adjusted total debt to EBITDA rises above 4.0
times, EBIT margins decline below 9% and free cash flow to debt
declines below the high single digits.

                What Could Change the Rating -- Up

Ball's financial aggressiveness is the primary impediment to an
upgrade.  An upgrade in ratings would require a commitment to
maintain less aggressive financial policies or significantly more
cushion within the contemplated higher rating category.
Additionally, an upgrade would require an improvement in the EBIT
margin and continued stability in the competitive and operating
environment.  Specifically, the rating could be upgraded if the
EBIT margin improved to the low teens, adjusted total debt to
EBITDA improved to 3.0 times or better and adjusted free cash flow
to debt remained above 10% on a sustainable basis.


BALL CORP: S&P Assigns 'BB+' Rating to $500 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a senior
unsecured debt rating of 'BB+' (the same as the corporate credit
rating) and a recovery rating of '4' to Ball Corp.'s proposed
offering of $500 million of senior unsecured notes due 2021.
These ratings indicate S&P's expectation of average (30%-50%)
recovery in the event of a payment default.

At the same time, S&P affirmed the 'BB+' corporate credit rating
and all existing issue ratings on Ball.  Based on its updated
recovery analysis, S&P revised the recovery ratings on Ball's
senior unsecured debt to '4' from '3'.  The recovery rating on
Ball's senior secured debt remains unchanged at '2'.

Ball intends to use the net proceeds of this offering to repay its
senior secured term loan D ($300 million outstanding) and for
general corporate purposes.  In addition, the company has
indicated that it is currently seeking commitments to replace its
existing senior secured credit facilities with new five-year
senior secured credit facilities.  S&P will reevaluate recovery
prospects for each instrument in the capital structure once the
new structure has been determined.

Pro forma for the notes offering and term loan repayment, as of
Sept. 26, 2010, Broomfield, Colo.-based Ball had total adjusted
debt of about $3.3 billion.  S&P adjusts debt to include about
$650 million of tax-effected unfunded postretirement liabilities
and capitalized operating leases.

"The ratings on Ball reflect its satisfactory business risk
profile as a leading global can manufacturer with annual sales of
$7.6 billion and a significant financial risk profile," said
Standard & Poor's credit analyst Cynthia Werneth.

The outlook is stable.  Ball's financial profile should remain
appropriate for the ratings -- including FFO to debt of about 20%
-- given its satisfactory business profile, relatively steady free
cash flow generation, and track record of restoring credit quality
following acquisitions.

S&P could lower the ratings if the company undertook a large,
debt-financed acquisition or share repurchases that weaken credit
measures below levels S&P considers appropriate for the current
ratings with no clear prospects of recovery.  Financial policies
are likely to preclude an upgrade.


BALTIMORE INNER: Taps Ciardi Ciardi as Bankruptcy Counsel
---------------------------------------------------------
Baltimore Inner Harbor, LLC, asks for authorization from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
employ Ciardi Ciardi & Astin as bankruptcy counsel.

Ciardi Ciardi will, among other things:

     a. prepare papers and legal documents required to be filed in
        connection with the Debtor's bankruptcy proceeding;

     b. negotiate with creditors;

     c. pursue existing litigation; and

     d. participate with the Debtor in the formulation of a plan.

Ciardi Ciardi will be paid based on the rates of its
professionals:

        Albert A. Ciardi, III                 $465
        Jennifer E. Cranston                  $275
        Alex Giuliano, Paralegal              $120

Albert A. Ciardi, III, Esq., a partner at Ciardi Ciardi, assures
the Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Philadelphia, Pennsylvania-based Baltimore Inner Harbor, LLC, owns
unimproved real property at 414 Light Street in Baltimore,
Maryland.  It filed for Chapter 11 bankruptcy protection on
November 4, 2010 (Bankr. E.D. Pa. Case No. 10-19623).  The Debtor
estimated assets and debts at $10 million to $50 million in its
Chapter 11 petition.


BALTIMORE INNER: Court Extends Schedules Deadline to Dec. 3
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
extended, at the behest of Baltimore Inner Harbor, LLC, the
deadline for the filing of schedules of assets and liabilities and
statement of financial affairs until December 3, 2010.

The deadline for the schedules was previously November 18, 2010.
The Debtor is in the process of compiling the information
necessary to complete the Schedules.  The Debtors asked for an
additional 15 days to accurately determine its assets and
liabilities.

Philadelphia, Pennsylvania-based Baltimore Inner Harbor, LLC, owns
unimproved real property at 414 Light Street in Baltimore,
Maryland.  It filed for Chapter 11 bankruptcy protection on
November 4, 2010 (Bankr. E.D. Pa. Case No. 10-19623).  Jennifer E.
Cranston, Esq., at Ciardi Ciardi & Astin, P.C., assists the Debtor
in its restructuring effort.  The Debtor estimated assets and
debts at $10 million to $50 million in its Chapter 11 petition.


BALTIMORE INNER: Asks Court to Dismiss Chapter 11 Bankruptcy Case
-----------------------------------------------------------------
Baltimore Inner Harbor, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania to dismiss its Chapter 11
bankruptcy case.

The Debtor said that it is unable to meet its obligations going
forward.  The Debtor is indebted to 414 Light Street Associates,
LLC, successor in interest to Susquehanna Bank, in the amount of
$24,329,576.54 and an additional $12,000,000 in unsecured debt.

Currently the Debtor's sole asset, 414 Light Street, Baltimore,
Maryland, is insured.  However, the Debtor is unable to obtain
insurance for Baltimore Inner Harbor, LLC, nor is it able to pay
for the said insurance.  The Debtor determined that no equity
exists in the Property after the estimated cost of sale.

According to the Debtor, there would likely be no return to
unsecured creditors should the above-captioned case be converted.
While the Debtor has yet to file a Monthly Operating Report, its
distributions remain at zero as the Debtor is not currently
operating and thus its estimated fees owed to the Office of the
United States Trustee fall at $325.  The Debtor will make this
payment to the Office of the United States Trustee prior to the
entry of an order dismissing its bankruptcy case.

The Debtor requests that an expedited hearing be scheduled on its
request on November 22, 2010.

Philadelphia, Pennsylvania-based Baltimore Inner Harbor, LLC, owns
unimproved real property at 414 Light Street in Baltimore,
Maryland.  It filed for Chapter 11 bankruptcy protection on
November 4, 2010 (Bankr. E.D. Pa. Case No. 10-19623).  Jennifer E.
Cranston, Esq., at Ciardi Ciardi & Astin, P.C., assists the Debtor
in its restructuring effort.  The Debtor estimated assets and
debts at $10 million to $50 million in its Chapter 11 petition.


BIOJECT MEDICAL: Posts $357,000 Net Loss in Third Quarter
---------------------------------------------------------
Bioject Medical Technologies Inc. reported a third quarter 2010
net loss allocable to common shareholders of $357,000, compared to
net loss allocable to common shareholders of $187,000 in the
comparable year-ago quarter.

For each of the quarters ended September 30, 2010 and 2009,
Bioject reported revenues of $1.5 million.  Third quarter 2010 and
2009 product sales were $1.4 million.  License and technology fees
for the third quarter 2010 were $91,000, compared to $105,000 in
the comparable year-ago quarter.  Operating expenses for the third
quarter of 2010 were $1.9 million, compared to $1.7 million in the
comparable year-ago quarter, a 6% increase from the prior year-ago
period.

The Company reported a third quarter 2010 operating loss of
$331,000, compared to an operating loss of $210,000 in the prior
year period.  Included in the current quarter operating loss of
$331,000 is $189,000 of non-cash charges comprised of non-cash
compensation expense related to the fair value of stock-based
awards, warrants and stock funding of its 401(k) plan of $71,000
and depreciation and amortization of $118,000, as compared to
$228,000 of non-cash charges for the prior year period comprised
of $65,000 non-cash compensation expense and $163,000 of
depreciation and amortization.

The Company's balance sheet at Sept. 30, 2010, shows $3.93 million
in total assets, $2.06 million in total current liabilities,
$1.18 million in deferred revenue, $351,148 in other long-term
liabilities, and stockholder's equity of $338,370.  At Sept. 30,
2010, the Company reported cash of $0.3 million and a working
capital deficit of $0.2 million.

"While Bioject's revenues of $1.5 million remained comparable to
the year ago quarter, we experienced higher operating expenses
primarily due to our increased sales and business development
efforts focused on new opportunities and potential partners," said
Ralph Makar, Bioject's President and CEO.  "We are pleased to
report that third quarter revenues are approximately 30% higher
than each of the first two quarters of this year.  In addition, we
continue to try to improve our cash position by focusing on coming
to closure on potential deals in process, increasing sales and/or
securing additional sources of capital.  Contributing to our cash
position, in November 2010 we were informed that Bioject was
awarded a grant as part of Section 48D of the Internal Revenue
Code for Qualifying Therapeutic Discovery Projects.  Today, we
received funds amounting to approximately $244,000 from this
grant," added Mr. Makar.

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

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6eb0

                       About Bioject Medical

Bioject Medical Technologies Inc. (OTCBB: BJCT) --
http://www.bioject.com/-- based in Portland, Oregon, is an
innovative developer and manufacturer of needle-free injection
therapy systems.  The Company is focused on developing mutually
beneficial agreements with leading pharmaceutical, biotechnology,
and veterinary companies.

                          *     *     *

Moss Adams LLP, in Portland, Oregon, which audited the Company's
2009 results, expressed substantial doubt about the Company's
ability to continue as a going concern.  The auditor noted that
the Company has suffered recurring losses, has had significant
recurring negative cash flows from operations, and has an
accumulated deficit.


BIO-KEY INT'L: Sept. 30 Balance Sheet Upside-Down by $1.01-Mil.
---------------------------------------------------------------
BIO-key International Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the period ended
Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2010, shows $5.97 million
in total assets, $1.84 million in total liabilities, and a
stockholders' deficit of $1.01 million.

The Troubled Company Reporter published on November 15, 2010, BIO-
key's earnings release, which said that total revenue for the
three months ended September 30, 2010 was $546,376 compared to
$524,351 for the same period last year, an increase of 4.2%.  Net
loss was $943,790 in the third quarter of 2010, compared with
$69,411 in the same period in 2009.

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6e60

A full-text copy of the quarterly report on 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 markets advanced
fingerprint identification biometric technology and software
solutions.

CCR LLP, in Westborough, Mass., expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's results for the year ended Dec. 31, 2009.
The independent auditors noted of the Company's substantial net
losses in recent years and accumulated deficit.


BLACKHAWK TILE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Blackhawk Tile and Stone, Inc.
        1850 - 121st Street East, Suite 103
        Burnsville, MN 55337

Bankruptcy Case No.: 10-38188

Chapter 11 Petition Date: November 12, 2010

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Nancy C. Dreher

Debtor's Counsel: William A. Vincent, Esq.
                  WILLIAM A VINCENT PA
                  17736 Excelsior Blvd
                  Minnetonka, MN 55345
                  Tel: (952) 401-8883
                  Fax: (952) 401-8889
                  E-mail: wavpatax@aol.com

Scheduled Assets: $1,994,650

Scheduled Debts: $1,505,433

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mnb10-38188.pdf

The petition was signed by Steve Harrison, president.


BONNIE THORNHILL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Bonnie P. Thornhill
        217 Methodist Blvd., Apt 244
        Hattiesburg, MS 39402

Bankruptcy Case No.: 10-52722

Chapter 11 Petition Date: November 12, 2010

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Gulfport Divisional Office)

Debtor's Counsel: Craig M. Geno, Esq.
                  HARRIS JERNIGAN & GENO, PLLC
                  587 Highland Colony Parkway
                  P.O. Box 3380
                  Ridgeland, MS 39157
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050
                  E-mail: cmgeno@harrisgeno.com

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

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

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


BRIGHTSTAR CORP: Moody's Assigns 'Ba3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned to Brightstar Corp. a first-
time Ba3 Corporate Family and Probability of Default Rating.  The
outlook is stable.  Concurrently, Moody's assigned a B1 rating to
Brightstar's proposed offering of $250 million senior unsecured
notes maturing 2016.  Proceeds will be used to prepay various
existing loan facilities.  The assigned ratings are contingent on
the review of final documentation and no material change in the
terms and conditions of the debt transaction as advised to
Moody's.

These first-time ratings/assessments were assigned:

* Corporate Family Rating -- Ba3
* Probability of Default Rating -- Ba3
* $250 Million Senior Unsecured Notes due 2016 -- B1 (LGD-4, 64%)

                         Rating Rationale

Brightstar's Ba3 CFR reflects its presence and leadership position
as a global services company providing distribution and supply
chain solutions to key participants in the wireless
telecommunications industry.  Ratings support is provided by
Brightstar's infrastructure, channel reach and capabilities as a
principal supplier of distribution, logistics, inventory
management and supply-chain services with high entry/exit barriers
in the mobility space.  Brightstar's Ba3 rating also reflects the
challenges posed by the company's low margin business profile,
significant supplier/product-line, customer and regional (Latin
America) concentrations, and limited pricing power.  It also
captures exposure to the highly cyclical and volatile wireless
telecommunications industry, which is characterized by very short
product lifecycles, rapid pace of technological change and
considerable share shifts among wireless manufacturers.
Additionally, the rating recognizes Brightstar's sizable working
capital needs and reliance on external financing during periods of
significant revenue growth, which can result in extended periods
of negative free cash flow (e.g., 2005 through 2007).  Lastly, the
rating embeds Moody's expectations that acquisition and/or
investment activity over the near-to-intermediate term could
increase as Brightstar pursues growth opportunities within
regional markets.

The rating captures the company's focused distribution services,
good internal execution, and meaningful profit contribution from
its faster growth and higher margin fee-based supply chain
optimization business.  The supply chain business represents about
one-third of Brightstar's total gross profit dollars despite
accounting for about 6% of total revenue.  The success of its
business model has led to strong revenue growth reflecting the
company's growing relevance among customers who increasingly rely
on outsourced providers like Brightstar to expand their presence
in faster growth market segments, reduce operating costs and
enhance their supply chain.

The CFR considers the company's solid financial performance and
ability to quickly eliminate costs in recessionary periods, as
well as the countercyclical nature of its low-capex model, which
results in positive FCF and very good liquidity during cycle
downturns.  The Ba3 CFR incorporates Moody's expectation that
Brightstar may experience periods of rising debt levels due to
revolver draws to fund rapid growth.  Despite this, Moody's
anticipate stable-to-improving financial leverage (as measured by
total adjusted debt to EBITDA) over the near-to-intermediate term
principally from EBITDA expansion.

Pro forma for the new debt transaction, total debt to EBITDA
(Moody's adjusted) of roughly 3.5x for the LTM period is
appropriate for the Ba3 rating in light of Brightstar's smaller
scale relative to its Baa3-rated IT distribution peers as well as
the potential for greater EBITDA volatility and outsized working
capital requirements associated with a product portfolio
consisting primarily of wireless, consumer electronics and mobile
devices that churn very quickly.


The company maintains adequate liquidity.  Though the business
model requires minimal capex, which generally supports positive
FCF generation, Moody's expect negative FCF over the next twelve
months due to higher working capital usage for receivables and
inventory given the recent outsized revenue growth from new
customer signings and penetration into existing client accounts.
Additional liquidity support is expected to be provided by an
existing $400 million ABL revolver maturing August 2012 (which
Moody's anticipate Brightstar to rely on quite heavily), roughly
$335 million of credit and trade facilities, and pro forma cash
balances of approximately $100 million at closing.

The stable rating outlook reflects Moody's expectation that
Brightstar's vendor/customer relationships will remain relatively
steady, operating margins will be maintained in the 2-4% range,
retained cash flow to debt (Moody's adjusted) will stay at or
above 20% and liquidity will remain adequate.  The potential for
moderate spending on acquisitions and investments is also captured
in the stable outlook.

Brightstar's Ba3 rating could experience upward pressure if the
company's revenue and operating profits continue to grow as a
result of market share gains, higher revenue and gross profit
contribution from the supply chain business, and improvement in
vendor, product-line and geographic diversification.
Quantitatively, positive rating pressure could occur if the
company expands operating margins above 4.5% (Moody's adjusted) on
a sustained basis, reduces operating and FCF margin volatility,
generates consistently positive FCF leading to improved internal
liquidity and reduces leverage to under 2.5x (Moody's adjusted) on
a sustained basis.

Downward rating pressure could result if Brightstar witnessed
material vendor losses or intense competition from distributors
and vendors/OEMs were to cause market share losses, pricing
pressure and substantial margin erosion as well as a significant
decline in FCF and internal liquidity.  Additionally, if the
company incurs a disproportionate amount of debt relative to
additive EBITDA to pursue an acquisition or investment, the rating
could be negatively affected.

Headquartered in Miami, Florida, Brightstar Corp. is a leading
global distributor of wireless handsets, smart phones, IT devices
and consumer electronics serving major technology OEMs, network
operators and retailers.  Consolidated revenues for the twelve
months ended September 30, 2010, were approximately $3.8 billion.


BUCYRUS INTERNATIONAL: Moody's Reviews 'Ba2' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service placed Bucyrus International's Ba2
corporate family rating, Ba2 probability of default rating, and
Ba2 bank credit facility ratings under review for possible
upgrade.

The review results from the announcement that Caterpillar Inc.
will acquire Bucyrus in a transaction valued at approximately
$8.6 billion (including net debt).  Caterpillar intends to fund
the transaction, which is expected to close in mid-2011, through a
combination of cash on hand, debt and equity.  The transaction
remains subject to standard regulatory and shareholder approvals,
and other normal closing conditions.

Moody's review of Bucyrus' ratings will focus on the strategic
importance of this business to Caterpillar and the likely capital
structure of Bucyrus following the acquisition.  Assuming the
transaction closes as outlined, Moody's believe it likely that the
existing debt at Bucyrus will be refinanced at the Caterpillar
level, in which case all of Bucyrus' ratings would be withdrawn.

The last rating action on Bucyrus was May 14, 2010, at which time
Moody's affirmed the company's Ba2 corporate family rating and
probability of default rating and assigned a Ba2 rating to its
revolving and term loan credit facilities.

Bucyrus International, headquartered in South Milwaukee,
Wisconsin, is a global manufacturer of surface and underground
original equipment used in the production of coal, iron ore, oil
sands, and other minerals.  The company also provides aftermarket
replacement parts and services for these machines.  Bucyrus
acquired the mining equipment business of Terex Corporation (Terex
Mining) in February 2010 for a consideration of $1.3 billion.
Bucyrus' revenues for the 12 months ending September 30, 2010,
were $3.1 billion.


BUCYRUS INTERNATIONAL: S&P Puts 'BB+' Rating on Positive Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has placed its
ratings on Milwaukee, Wis.-based mining equipment manufacturer
Bucyrus International Inc., including the 'BB+' corporate credit
rating, on CreditWatch with positive implications.

"The rating action follows Caterpillar's announcement that it has
entered into an agreement to acquire all of Bucyrus' outstanding
shares for $92 per share in cash," said Standard & Poor's credit
analyst Robyn Shapiro.  "S&P will likely withdraw the ratings on
Bucyrus if the rated debt is repaid as part the transaction."


CENTRAL FALLS, R.I.: Receivership Law Shows Teeth
-------------------------------------------------
Dow Jones' Small Cap reports that a state-appointed receiver's
firing of the city council in Central Falls, R.I., last week
illustrates how powerful the Ocean State's new receivership law
is: Not even bankruptcy-court judges can oust elected officials.

According to the report, some municipal-bond analysts expect this
rare action will give local officials added incentive to resolve
their municipalities' fiscal problems, or risk losing their jobs.

But some elected leaders may be reluctant to seek help if they may
be ousted from office as a result, others say, the report relates.

The report notes that for bond holders, a receiver is better than
a bankruptcy filing, and can avoid a political morass that hobbles
action, said market observers.  "In cases where there has been
misconduct, corruption or mismanagement, it is the elected
officials who got them into the problem in the first place," said
Brian Fraser, a partner at the law firm Richards, Kibbe & Orbe in
New York, the report adds.


CHANTICLEER HOLDINGS: Posts $149,400 Net Loss in Q3 2010
--------------------------------------------------------
Chanticleer Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $149,356 on $9,250 of revenue for
the three months ended September 30, 2010, compared with a net
loss of $36,972 on $260,875 of revenue for the same period last
year.

At September 30, 2010, and December 31, 2009, the Company had a
working capital deficit of $646,232 and $675,471, respectively.

The Company's balance sheet at September 30, 2010, showed
$1.56 million in total assets, $1.14 million in total liabilities,
and shareholders' equity of $422,308.

Creason & Associates, P.L.L.C., in Tulsa, Okla., 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 planned expansion of business
for 2010 which will require substantial financing.  "In addition,
the Company has incurred substantial net losses and negative cash
flows from operations for the past two years, along with negative
working capital.  There can be no assurance that the Company will
be able to obtain sufficient funding to complete its business
expansion plan or will have sufficient revenues to fund its
operations and commitments."

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

               http://researcharchives.com/t/s?6ea7

                    About Chanticleer Holdings

Charlotte, N.C.-based Chanticleer Holdings, Inc. (OTC BB: CCLR)
-- http://www.chanticleerholdings.com/-- is a publicly traded
holding company.  It operates two wholly-owned operating
subsidiaries: Chanticleer Advisors, an investment manager; and
Avenel Ventures, a consulting firm.  Additionally, the company
owns several minority investments in private companies, including
an interest in a convertible note into Hooters of America, Inc.
Chanticleer Holdings, Inc. was formed in 2005 as a business
development company.  In 2008 the Company's shareholders elected
to convert to an operating holding company.


CHEM RX: Administrative Claims Must Be Filed By Dec. 13
-------------------------------------------------------
With limited exceptions, holders of administrative expense claims
arising between May 11, 2009, and Nov. 9, 2010, against Chem RX
Corporation n/k/a CRC Parent Corporation, and its debtor-
affiliates, must file requests for allowance and payment of those
claims by Dec. 13, 2010.

As related in the Troubled Company Reporter, the Honorable Mary F.
Walrath of approved the $70 million sale of Chem Rx Corp. to
PharMerica Corp.  Those sale proceeds will be distributed to the
Debtors' creditors.  The Debtors' first-lien lenders and unsecured
creditors are squabbling about how those sale proceeds should be
divided up.

                 About Chem RX Corporation

Long Beach, N.Y.-based Chem RX Corporation, aka Paramount
Acquisition Corp. -- http://www.chemrx.net/-- is a major
institutional pharmacy serving the New York City metropolitan
area, as well as parts of New Jersey, upstate New York,
Pennsylvania and Florida.  Chem Rx's client base includes skilled
nursing facilities and a wide range of other long-term care
facilities.  Chem Rx annually provides more than six million
prescriptions to more than 69,000 residents of more than 400
institutional facilities.

The Company and five affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 10-11567) on May 11, 2010.  Dennis A.
Meloro, Esq., and Scott D. Cousins, Esq., at Greenberg Traurig,
LLP, represent the Company.  Cypress Holdings, LLC, served as the
Company's financial advisor, and RSR Consulting, LLC, served as
the Company's chief restructuring officer.  Brunswick Group LLP is
the Company's public relations consultant.  Grant Thornton LLP is
the Company's independent auditor.  Lazard Middle Market LLC is
the Company's investment banker.  Eichen & Dimeglio PC is the
Company's tax advisor.  Kurtzman Carson Consultants is the
Company's claims and notice agent.

The Company disclosed $169,690,868 in assets and $178,281,128 in
debts as of February 28, 2010.


CHRISTIAN LOVE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Christian Love Fellowship Ministries, International
          dba Genesis Christian Academy
          dba Berean Bible Center
        1601 Stamford
        Ypsilanti, MI 48198

Bankruptcy Case No.: 10-74467

Chapter 11 Petition Date: November 12, 2010

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

Judge: Walter Shapero

Debtor's Counsel: Lynn M. Brimer, Esq.
                  STROBL & SHARP, PC
                  300 East Long Lake Road, Suite 200
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-2300
                  E-mail: lbrimer@stroblpc.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/mieb10-74467.pdf

The petition was signed by Barbara Hill, director.


CLEARWIRE COMMUNICATIONS: Disagreements Cue Moody's Rating Reviews
------------------------------------------------------------------
Moody's Investors Service has placed the ratings for Clearwire
Communications LLC under review with direction uncertain.  "The
rating review with direction uncertain is primarily based on
Moody's views about the potential financial and operating
implications associated with the on-going disagreements that the
company is currently having with its largest shareholder, Sprint,"
says Moody's Senior Vice President Dennis Saputo.  The differences
center around Clearwire's retail strategy, wholesale pricing,
network expansion plans and future funding needs.  At this point
in time, the ultimate outcome of these disputes with Sprint remain
in doubt and could have a material impact on Clearwire's financial
performance.

If the dispute lingers and Clearwire does not obtain additional
funding, its operating and financial profile may well come under
significant pressure, which could have negative implications
for the rating.  At this point in time Moody's think that
Clearwire's funding options are essentially limited to an
investment from Sprint or the sale of some of its large
spectrum holdings.  The sale of spectrum would require Board
of Director approval, would take time to close given the
regulatory approvals required and would come with restrictions
on the use of proceeds.  Additionally, Clearwire could attempt
to issue new debt or raise equity from an unrelated third party.
"However, Moody's believe that due to the size of the necessarry
investment, the cost of new debt would be prohibitive and Moody's
feel that the likelihood of attracting yet another equity partner
is remote given the company's risk profile", continued Saputo.

If Sprint and Clearwire quickly come to an agreement and Clearwire
receives the funding that it needs to continue rapid expansion of
4G coverage, Clearwire's earnings and financial profile could
become stronger than Moody's currently envision and the investment
would solidify the strategic importance of Clearwire to Sprint.

"We expect the situation to be clarified shortly since Clearwire's
cash position, despite implementing various cash conservation
measures, is shrinking quickly", concluded Saputo.

Ratings Under Review:

Clearwire Communications LLC

  -- Corporate Family Rating - Caa1
  -- Probability of Default Rating - Caa2
  -- Senior Secured Notes - Caa1 - LGD3 (32%)

Other Ratings:

Clearwire Communications LLC

  -- Speculative Grade Liquidity - SGL-2

Moody's most recent rating action on Clearwire was on November 24,
2009, at which time Moody's rated Clearwire's senior secured debt
issuance Caa1 and downgraded existing senior secured notes to Caa1
from B3.

Clearwire Corporation provides wireless high-speed services to
over 50 markets in the U.S. as well as a few markets in Europe.
The Company maintains its headquarters in Kirkland, Washington.


CNESSEN DAIRY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cnessen Dairy
        P.O. Box 153
        Hereford, TX 79045
        Tel: (806) 578-4578

Bankruptcy Case No.: 10-20758

Chapter 11 Petition Date: November 12, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Amarillo)

Judge: Robert L. Jones

Debtor's Counsel: J. Bennett White, Esq.
                  J. BENNETT WHITE, P.C.
                  P.O. Box 6250
                  Tyler, TX 75711
                  Tel: (903) 597-4300
                  Fax: (903) 597-4330
                  E-mail: sgardner@jbwlawfirm.com

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

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

The petition was signed by Frank Cnossen, partner.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Deaf Smith Electric                --                     $119,076
P.O. Box 753
Hereford, TX 79045

J.D. Heiskell & Co.                --                     $107,346
1616 S. Kentucky, Suite C-400
Amarillo, TX 79102

Lone Star Calf Ranch               --                      $77,478
4103 County Road E
Hereford, TX 79045

Goodin Fuels, Inc.                 --                      $73,859

Armtech Insurance Services         --                      $68,673

Quality Distillers Grain, LLC      --                      $64,508

Lone Star Calf Ranch               --                      $57,745

Quality Distillers Grain, LLC      --                      $57,345

Lone Star Calf Ranch               --                      $56,356

Quality Distillers Grain, LLC      --                      $55,352

Archer Daniels Midland             --                      $46,219

Walco International -              --                      $45,961
Central Accounting

Walco International -              --                      $45,144
Central Accounting

Top of Texas Gin, LTD              --                      $43,022

Lone Star Calf Ranch               --                      $42,472

Standard Dairy Consultants         --                      $42,306

Archer Daniels Midland             --                      $39,712

Lone Star Calf Ranch               --                      $39,623

Lone Star Calf Ranch               --                      $37,638

Jeremy Pawtzold, Inc.              --                      $36,963


CNOSSEN DAIRY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cnossen Dairy
        P.O. Box 153
        Hereford, TX 79045
        Tel: (806) 578-4557

Bankruptcy Case No.: 10-20760

Chapter 11 Petition Date: November 12, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Amarillo)

Judge: Robert L. Jones

Debtor's Counsel: J. Bennett White, Esq.
                  J. BENNETT WHITE, P.C.
                  P.O. Box 6250
                  Tyler, TX 75711
                  Tel: (903) 597-4300
                  Fax: (903) 597-4330
                  E-mail: sgardner@jbwlawfirm.com

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

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

The petition was signed by Frank Cnossen, partner.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Deaf Smith Electric                --                     $119,076
P.O. Box 753
Hereford, TX 79045

J.D. Heiskell & Co.                --                     $107,346
1616 S. Kentucky, Suite C-400
Amarillo, TX 79102

Lone Star Calf Ranch               --                      $77,478
4103 County Road E
Hereford, TX 79045

Goodin Fuels, Inc.                 --                      $73,859

Armtech Insurance Services         --                      $68,673

Quality Distillers Grain, LLC      --                      $64,508

Lone Star Calf Ranch               --                      $57,745

Quality Distillers Grain, LLC      --                      $57,345

Lone Star Calf Ranch               --                      $56,356

Quality Distillers Grain, LLC      --                      $55,352

Archer Daniels Midland             --                      $46,219

Walco International -              --                      $45,961
Central Accounting

Walco International -              --                      $45,144
Central Accounting

Top of Texas Gin, LTD              --                      $43,022

Lone Star Calf Ranch               --                      $42,472

Standard Dairy Consultants         --                      $42,306

Archer Daniels Midland             --                      $39,712

Lone Star Calf Ranch               --                      $39,623

Lone Star Calf Ranch               --                      $37,638

Jeremy Pawtzold, Inc.              --                      $36,963


COACH AMERICA: S&P Puts 'B-' Rating on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B-' corporate credit rating, on Coach America Holdings Inc.
on CreditWatch with negative implications.

Dallas-based Coach, a motor-coach services provider, has been
experiencing earnings pressures as a result of the economic
downturn in the U.S. Demand has been under pressure in all of
its business segments, which include contract services (in
which the company provides commuter, work, or school-related
transportation), per capita (which includes sightseeing, casino
and airport shuttles, and scheduled service offerings), and
charter services.  Coach has been responding to demand pressures
by reducing costs and improving internal operating efficiencies.
Despite these efforts, however, earnings remain weak.

"S&P expects operating performance to improve as the economy
recovers," said Standard & Poor's credit analyst Lisa Jenkins.
"However, S&P believes the recovery will take some time and that
Coach's credit metrics will remain weak over the coming year."

S&P also expects absolute debt levels to remain high, which makes
Coach especially vulnerable to fluctuations in earnings and cash
flow.  S&P views Coach's liquidity position as less than adequate,
given S&P's concerns over a potential breach of covenants in the
near term.


COMCAM INTERNATIONAL: Posts $17,100 Net Loss in Q3 2010
-------------------------------------------------------
ComCam International, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $17,131 on $1.0 million of revenue
for the three months ended September 30, 2010, compared with a net
loss of $211,681 on $1,620 of revenue for the same period last
year.

As of September 30, 2010, the Company had an accumulated deficit
of $7.4 million.  In addition, the Company had a working capital
deficit of $556,489 as of September 30, 2010.

The Company's balance sheet at September 30, 2010, showed
$2.1 million in total assets, $2.5 million in total liabilities,
and a stockholders' deficit of $438,243.

As reported in the Troubled Company Reporter on April 24, 2010,
Pritchett, Siler & Hardy, P.C., in Salt Lake City, 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 losses and
working capital deficit.

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

               http://researcharchives.com/t/s?6ea8

                    About ComCam International

West Chester, Pa.-based ComCam International, Inc., is both a
network solutions innovator and a provider of fusion technologies
for security products and modern networks.  The Company's
proprietary digital wireless camera systems and security
integration solutions address complex command-and-control
applications for rapid-deployment military situations, borders,
ports, airports, and detention facilities.


COMMERCIAL VEHICLE: Board Member Leaves Due to Time Constraints
---------------------------------------------------------------
Commercial Vehicle Group Inc. said that Scott D. Rued, a member
of its Board of Directors since 2001, has retired due to time
constraints associated with other business interests.
"[Mr. Scott's] experience and contribution to CVG over the last
ten years has been invaluable and is reflected in the many
successes we have achieved to date.  We wish him continued success
in his future business ventures," stated Mervin Dunn, President
and Chief Executive Officer of Commercial Vehicle Group, Inc.

                  About Commercial Vehicle Group

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

                          *     *     *

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

In mid-October 2010, Moody's Investors Service upgraded Commercial
Vehicle Group, Inc.'s Corporate Family Rating to Caa1 from Caa2,
and revised the ratings outlook to positive from negative.  These
positive actions recognize the continuing improvement in the build
rates for commercial vehicles and the realized benefits of the
company's operating and capital restructurings.  According to
Moody's, the Caa1 CFR reflects modest size, high debt leverage,
and exposure to highly cyclical commercial vehicle end markets.
Demand for commercial vehicle components is sensitive to both
economic cycles and regulatory implementation schedules.


COMMUNITY CENTRAL: Posts $4.8MM Q3 Loss; Bank Signs Consent Order
-----------------------------------------------------------------
Community Central Bank Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $4.8 million on $3.3 million of
net interest income for the three months ended September 30, 2010,
compared with a net loss of $2.4 million on $3.2 million of net
interest income for the same period last year.

The Company's balance sheet at September 30, 2010, showed
$513.7 million in total assets, $501.6 million in total
liabilities, and stockholders' equity of $12.1 million.

Deposits at banking unit Community Central Bank decreased
$32.6 million during the third quarter of 2010.  The Company
attributed the decrease to withdrawals of deposits by customers
concerned about the financial stability of the Bank from the media
coverage of the disappearance and death of David A. Widlak, the
CEO of the Company and the Bank.  Mr. Widlak disappeared on
September 20, 2010, and was later found dead.

According to the filing, the Bank was able to utilize a non-
brokered internet time deposit service and an advance from the
Federal Home Loan Bank of Indianapolis to offset the loss in
deposits (non-brokered) during the first two weeks following Mr.
Widlak's disappearance.  The total amount of internet time
deposits gathered from September 20, 2010, to September 30, 2010,
represented roughly $30.8 million.  The Bank increased Federal
Home Loan Bank advances by $10 million during the aforementioned
time frame.

"As of September 30, 2010, due to the Corporation's significant
net loss from operations in the three and nine months ended
September 30, 2010, deterioration in the credit quality of the
loan portfolio, and the decline in the level of its regulatory
capital to support operations, there is substantial doubt about
the Corporation's ability to continue as a going concern," the
Corporation said in the filing.

The Bank is currently subject to a "consent order" with the
Federal Deposit Insurance Corporation and the Michigan Office of
Financial and Insurance Regulation and is "significantly
undercapitalized" under the FDIC's prompt corrective action (PCA)
rules and accordingly is operating under significant operating
restrictions.  The Consent Order requires Community Central Bank
to take corrective measures in a number of areas to strengthen and
improve the Bank's financial condition and operations.  The
Consent Order is effective as of November 1, 2010.  By entering
into the Consent Order, the Bank is directed and has agreed to
increase board oversight and conduct an independent study of
management, improve regulatory capital ratios, charge-off certain
classified assets, reduce its level of loan delinquencies and
problem assets, limit lending to certain borrowers, revise lending
and collection policies, adopt and implement new profit, strategic
and liquidity plans, and correct loan underwriting and credit
administration deficiencies.  The Consent Order also requires the
Bank to obtain prior regulatory approval before the payment of
cash dividends or the appointment of any senior executive officers
or directors.  The Bank also is not allowed to accept brokered
deposits without a waiver from the FDIC and must comply with
certain deposit rate restrictions.

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

               http://researcharchives.com/t/s?6e99

                      About Community Central

Community Central Bank Corporation is the holding company for
Community Central Bank in Mount Clemens, Michigan.  The Bank
opened for business in October 1996 and serves businesses and
consumers across Macomb, Oakland, St. Clair and Wayne counties
with a full range of lending, deposit, trust, wealth management
and Internet banking services.  The Bank operates four full
service facilities in Mount Clemens, Rochester Hills, Grosse
Pointe Farms and Grosse Pointe Woods, Michigan.  Community Central
Mortgage Company, LLC, a subsidiary of the Bank, operates
locations servicing the Detroit metropolitan area and central and
northwest Indiana.  River Place Trust and Community Central Wealth
Management are divisions of Community Central Bank.  Community
Central Insurance Agency, LLC, is a wholly owned subsidiary of
Community Central Bank.  The Corporation's common shares currently
trade on The NASDAQ Capital Market under the symbol "CCBD".


COMSTOCK MINING: Incurs $8.7 Million Net Loss in Q3 2010
--------------------------------------------------------
Comstock Mining Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $8.7 million for the three months ended
September 30, 2010, compared with a net loss of $2.7 million for
the same period last year.

The Company had no revenues from operations during the three and
nine months ended September 30, 2010.

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

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

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

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

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


CPG INTERNATIONAL: S&P Affirms 'B-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings, including its 'B-' corporate credit rating, on Scranton,
Pa.-based building products manufacturer CPG International Inc.
All ratings are removed from CreditWatch where they were placed
with positive implications on Sept. 1, 2010.  The rating outlook
is positive.

"The ratings and outlook reflect S&P's view that CPG's credit
measures will continue to improve over the next year because of a
gradual recovery in housing markets and increased market
penetration of its AZEK building products," said Standard & Poor's
credit analyst Toby Crabtree.  "Specifically, S&P expects adjusted
total debt to EBITDA could be between 4x and 5x during this
period, which S&P considers to be more in-line with a higher
rating given the company's weak business risk profile."

Still, a significant portion of the company's capital structure
matures in 2012.  While S&P expects the company to address its
debt maturities over the next several quarters, S&P believes a
higher rating is unlikely until such an event occurs.  S&P's
ratings also incorporate its view of CPG's weak business risk
profile reflected in its exposure to challenging residential and
nonresidential construction markets and volatile resin costs.


CREDIT ONE: Posts $24,600 Net Loss in September 30 Quarter
----------------------------------------------------------
Credit One Financial, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $24,590 on $219,682 of revenue for
the three months ended September 30, 2010, compared with a net
loss of $40,038 on $1.2 million of revenue for the same period
last year.

The Company also has an accumulated deficit of $822,033 as of
September 30, 2010, and may have to seek loans or sale of its
securities to raise cash to meet its cash needs, the Company said
in the filing.

The Company's balance sheet at September 30, 2010, showed
$5.2 million in total assets, $1.2 million in total liabilities,
and stockholders' equity of $4.0 million.

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

               http://researcharchives.com/t/s?6eb8

New York City-based Credit One Financial, Inc. is primarily
engaged in the processing and distribution of mineral products,
primarily graphite products, in China.  The Company's current
operations began in April 2009.


CREDIT-BASED ASSET: JPM OKs Use of $8.2MM Cash; Court Nod Sought
----------------------------------------------------------------
Credit-Based Asset Servicing And Securitization LLC, et al., seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to use the cash securing their obligations to
prepetition lenders.

The Debtors financed their prepetition activities with multiple
repurchase agreements of mortgage loans and mortgage backed
securities, and a variety of secured and unsecured debt.  The
Debtors' principal secured debt consisted of a $1,855,000,000
senior secured credit facility syndicated among a number of
lenders and secured by first-priority liens on and security
interests in substantially all of the Debtors' assets and junior
liens on and security interests in the Debtors' assets covered by
the Repurchase Agreements.

JPMorgan Chase Bank, N.A., as administrative agent under the
Senior Credit Facility, and participant lenders have agreed, inter
alia, to permit the Debtors to use up to $8.2 million of the cash
proceeds of the "remaining collateral".  The vast majority of the
collateral for the Senior Credit Facility has been sold or
foreclosed upon and the proceeds thereof applied to reduce the
balance of the Senior Credit Facility to its current principal
balance of approximately $170 million.  The Remaining Collateral
consists principally of (i) various subordinated tranches of
mortgage-backed securities, including the Trust Securities,
(ii) the management rights with respect to certain collateralized
bond and debt obligation issuances, (iii) whole loans, (iv) REOs,
(v) claims against third parties, (vi) deposits with surety bond
providers, (vii) furniture, fixtures, equipment and various forms
of intellectual property, (viii) receivables for the unused
amount, if any, of professional retainers, and (ix) cash
collateral on deposit in the Debtors' centralized cash operating
account.

Peter S. Partee, Sr., Esq., at Hunton & Williams LLP, explains
that the Debtors need access to the cash collateral to fund their
Chapter 11 case, pay suppliers and other parties.

In exchange for using the cash collateral, the Debtors propose to
grant the Administrative Agent and the senior lenders replacement
security interest in and liens upon the Senior Credit Facility
Collateral and any proceeds thereon with the same priority and
rights as the liens that secured the Senior Credit Facility Debt
to the extent of the post-petition diminution in value of the
remaining collateral.  The Debtors will also grant the
Administrative Agent and the senior lenders administrative
superpriority claims with priority in payment over any and all
other administrative expenses in the Chapter 11 cases to the
extent of the post-petition diminution in value of the remaining
collateral.

The Debtors will provide the Administrative Agent and the senior
lenders with reports in compliance with the provisions of the
interim court order.

The Administrative Agent is entitled to credit bid, on behalf of
the senior lenders, at prices determined after consultation with
the Debtors, for any Senior Credit Facility collateral proposed to
be sold by the Debtors.

                     About Credit-Based Asset

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

C-Bass and its units filed for Chapter 11 bankruptcy protection on
November 12, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-16040).  C-
BASS estimated its assets at $10 million to $50 million and debts
at more than $1 billion.

Peter S. Partee, Esq., Richard P. Norton, Esq., Robert A. Rich,
Esq., and Scott Howard Bernstein, at Hunton & Williams LLP, assist
the Debtors in their restructuring effort.  Donlin, Recano &
Company is the claims and notice agent.

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


CREDIT-BASED ASSET: Proposes FIG-Led Auction for CM Business
------------------------------------------------------------
Credit-Based Asset Servicing and Securitization LLC, et al., has a
contract to their collateral management business, to FIG LLC,
absent higher and better bids for the assets.

Accordingly, C-BASS asks for approval from the U.S. Bankruptcy
Court for the Southern District of New York of the proposed
bidding and auction procedures for thee CM Business.

Under the asset purchase agreement, unless it is outbid at a
bankruptcy court-sanctioned auction, FIG will buy the CM Business
from the Debtors for $2.4 million, less (i) the deposit of
$100,000; (ii) the fee basis reduction amount, and (iii) any
management fees paid to the Debtors subsequent to January 1, 2011,
but prior to the closing.  The Purchase Agreement requires
submission by FIG of a good faith deposit in the amount of
$100,000.

The Debtors or FIG may terminate the Purchase Agreement if Closing
will not have occurred and if the drop dead date has not occurred
by January 31, 2011.  FIG will be entitled to a break-up fee in an
amount equal to $100,000 and an expense reimbursement for the
reasonable and documented out-of-pocket costs and expenses in
connection with negotiation, documentation and implementation of
the Purchase Agreement up to a maximum amount of $75,000, in the
event that the Purchase Agreement is terminated, or the assets
aren't sold to FIG and are instead sold to a third party buyer.

If another party submits an offer to buy the assets, an auction
will be held on December 14, 2010, at 10:00 a.m. (prevailing
Eastern Time).  Any person or entity interested in participating
in the Auction must submit a qualifying bid by December 13, 2010,
at noon (prevailing Eastern Time).  To participate in the bidding
process, each potential bidder must be prepared to enter into a
legally binding asset purchase agreement or similar agreement for
the acquisition of the CM Business on terms and conditions no less
favorable to the Debtors than the terms and conditions contained
in the Purchase Agreement, and with a purchase price of no less
than the Proposed Purchaser's purchase price plus the Break-Up
Fee, the Expense Reimbursement, and $100,000.  The bid must
include a $100,000 cash deposit by wire transfer.

Qualifying Bidders may submit subsequent bids to the initial
highest bid and all subsequent bids must be stated in an amount
exceeding each prior bid by $100,000 in purchase price
consideration.

If an Auction is conducted, the Qualifying Bidder with the next
highest or otherwise best qualifying bid, as determined by the
Debtors in the exercise of its business judgment at the Auction
and in consultation with the Committee and the Administrative
Agent, will be required to serve as a back-up bidder and keep the
bid open and irrevocable until 24 hours after the closing of the
sale transaction with the Successful Bidder.

Following the sale hearing, if the Successful Bidder fails to
consummate an approved sale because of a breach or failure to
perform on the part of the Successful Bidder, the Back-Up Bidder
will be deemed to be the new Successful Bidder.

The Debtors are required to make their best efforts to obtain
entry of an order approving the sale of the CM Business by
December 31, 2010.  The senior lenders have consented to the sale
of the CM Business,

The Debtors request that the Court schedule a sale hearing by
December 22, 2010 at 10:00 a.m. (prevailing Eastern Time), but in
no event later than December 29, 2010, to consider approval of the
Purchase Agreement and the sale contemplated thereby, or the
approval of any higher or better offer, if any, resulting from an
Auction.

The Debtors requests that objections, if any, to the sale or an
assumption and cure objection be filed with the Clerk of the
Bankruptcy Court for the Southern District of New York by
4:00 p.m. (prevailing Eastern Time) on December 15, 2010.

The Debtors propose that a hearing be held on November 19, 2010,
at 10:00 a.m. (prevailing Eastern Time) for the approval of the
bidding procedures.

The Debtors propose that the deadline for the objections to the
approval of bidding procedures be November 18, 2010, at 4:00 p.m.
(prevailing Eastern Time).

A copy of which asset purchase agreement with FIG is available for
free at:

       http://bankrupt.com/misc/CREDIT-BASED_purchasepact.pdf

                     About Credit-Based Asset

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

C-Bass and its units filed for Chapter 11 bankruptcy protection on
November 12, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-16040).  C-
BASS estimated its assets at $10 million to $50 million and debts
at more than $1 billion.

Peter S. Partee, Esq., Richard P. Norton, Esq., Robert A. Rich,
Esq., and Scott Howard Bernstein, at Hunton & Williams LLP, assist
the Debtors in their restructuring effort.  Donlin, Recano &
Company is the claims and notice agent.

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


CREDIT-BASED ASSET: Taps Donlin Recano as Noticing, Claims Agent
----------------------------------------------------------------
Credit-Based Asset Servicing And Securitization LLC, et al., ask
for authorization from the U.S. Bankruptcy Court for the Southern
District of New York to employ Donlin, Recano & Company, Inc., as
noticing, claims and balloting agent.

Donlin Recano will, among other things:

     (a) notify all potential creditors of the filing of the
         Debtors' bankruptcy petitions and of the setting of the
         date for the first meeting of creditors;

     (b) maintain an official copy of the Debtors' schedules of
         assets and liabilities and statement of financial affairs
         listing the Debtors' known creditors and the amounts
         owed thereto;

     (c) notify all potential creditors of the existence and
         amount of their respective claims, as evidenced by the
         Debtors' books and records and as set forth in the
         Schedules; and

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

Donlin Recano will be paid based on the rates of its
professionals:

         Clerical                                 $45-$65
         Technology/Programming Consultant       $155-$195
         Junior Case Manager                     $140-$175
         Senior Case Manager                     $185-$245
         Consultant                              $250-$285
         Senior Consultant                         $295

A copy of Donlin Recano's retention agreement with the Debtor is
available for free at:

http://bankrupt.com/misc/CREDIT-BASED_claimsagentservicepact.pdf

Louis A. Recano, Donlin Recano's CEO, assures the Court that the
firm is a "disinterested person" as that term defined in Section
101(14) of the Bankruptcy Code.

                     About Credit-Based Asset

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

C-Bass and its units filed for Chapter 11 bankruptcy protection on
November 12, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-16040).  C-
BASS estimated its assets at $10 million to $50 million and debts
at more than $1 billion.

Peter S. Partee, Esq., Richard P. Norton, Esq., Robert A. Rich,
Esq., and Scott Howard Bernstein, at Hunton & Williams LLP, assist
the Debtors in their restructuring effort.

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


CREDIT-BASED ASSET: WTC, an Indenture Trustee, Has No Exposure
--------------------------------------------------------------
Wilmington Trust is not providing credit to Credit-Based Asset
Servicing and Securitization LLC, which filed for Chapter 11
protection on November 12, 2010, in the United States Bankruptcy
Court for the Southern District of New York.

Recent news reports may have led readers to believe that
Wilmington Trust is providing credit to C-Bass.  In fact,
Wilmington Trust is not a lender to C-Bass, despite the bankruptcy
filing's listing of Wilmington Trust among the largest unsecured
creditors of C-Bass.  Wilmington Trust is serving as indenture
trustee for holders of approximately $234 million of debt issued
by C-Bass. Wilmington Trust has no credit exposure to C-Bass or
any of its subsidiaries.  Through its CCS business, Wilmington
Trust is paid a fee for providing these services.  The bankruptcy
filing of C-Bass has no effect on Wilmington Trust's balance
sheet, credit quality, or financial condition.

Wilmington Trust's CCS business offers institutional trustee,
agency, asset management, retirement plan, and administrative
services for clients worldwide who use capital market financing
structures, as well as those who seek to establish or maintain
nexus, or legal residency, for special purpose entities.  Because
Wilmington Trust does not underwrite securities offerings or
provide investment banking services, it is able to deliver
corporate trust services that are conflict-free.

                     About Wilmington Trust

Wilmington Trust Corporation is a financial services holding
company that provides Regional Banking services throughout the
mid-Atlantic region, Wealth Advisory services to high-net-worth
clients in 36 countries, and Corporate Client services to
institutional clients in 89 countries.  Its wholly owned bank
subsidiary, Wilmington Trust Company, which was founded in 1903,
is one of the largest personal trust providers in the United
States and the leading retail and commercial bank in Delaware.
Wilmington Trust Corporation and its affiliates have offices in
Arizona, California, Connecticut, Delaware, Florida, Georgia,
Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey,
New York, Pennsylvania, South Carolina, Vermont, the Cayman
Islands, the Channel Islands, London, Dublin, Frankfurt,
Luxembourg, and Amsterdam.

                          About C-BASS

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

C-Bass and its units filed for Chapter 11 bankruptcy protection on
November 12, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-16040).  C-
BASS estimated its assets at $10 million to $50 million and debts
at more than $1 billion.

Peter S. Partee, Esq., Richard P. Norton, Esq., Robert A. Rich,
Esq., and Scott Howard Bernstein, at Hunton & Williams LLP, assist
the Debtors in their restructuring effort.

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


CRYSTAL CATHEDRAL: US Trustee Balks at $156K Annual Pay for CFO
---------------------------------------------------------------
A federal watchdog is objecting to Crystal Cathedral Ministries'
proposal to pay its chief financial officer an annual salary of
$156,109 in light of the church's financial difficulties, Dow
Jones' Small Cap reports.

According to the report, in an objection filed Friday with the
court overseeing Crystal Cathedral's bankruptcy case, assistant
U.S. trustee Frank M. Cadigan said the Garden Grove, Calif.,
church already employs a full-time accounting staff and questioned
why it would also need to employ Fred Southard as CFO and director
of finance.

"Mr. Southard's role may be duplicative and discovery needs to be
conducted in order to determine whether Mr. Southard's continued
employment is necessary," the report quoted Mr. Cadigan, whose
task it is to ensure bankruptcy laws are followed, as saying.

The assistant U.S. trustee also questioned the annual
compensation, which consists of $12,242 in salary and a $132,019
housing allowance, especially since Crystal Cathedral is in
bankruptcy, the report adds.

                  About Crystal Cathedral

Garden Grove, California-based Crystal Cathedral Ministries is a
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power".

Crystal Cathedral filed for Chapter 11 bankruptcy protection on
October 18, 2010 (Bankr. C.D. Calif. 10-24771).  March J.
Winthrop, Esq., who has an office in Newport Beach, California,
assists the Debtor in its restructuring effort.  The Debtor
estimated assets and debts at $50 million to $100 million in its
Chapter 11 petition.


CYNERGY DATA: Plan Confirmation Hearing Scheduled for Dec. 21
-------------------------------------------------------------
According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, Cynergy Data LLC, now formally named CD Liquidation Co. Plus
LLC, scheduled a confirmation hearing for Dec. 21 when the
bankruptcy judge approved the disclosure statement on Nov. 12
explaining the liquidating Chapter 11 plan filed in September.

Cynergy sold the business to private-equity investor ComVest Group
for $81 million, including $14 million in subordinated debt
payable by the purchaser.

Under the liquidating Chapter 11 plan, remaining assets won't pay
anything aside from lawsuit recoveries to anyone except holders of
first-lien debt.  The plan is founded on a settlement with secured
lenders.

Mr. Rochelle relates that in case the plan doesn't fly in
December, the bankruptcy judge extended the company's exclusive
right to propose a plan until Jan. 11.

                         About Cynergy Data

Launched in 1995, Cynergy Data was a merchant credit card
processing service provider.  The Company and two affiliates --
Cynergy Data Holdings, LLC, and Cynergy Prosperity Plus, LLC --
filed for Chapter 11 bankruptcy protection on September 1, 2009
(Bankr. D. Del. Case No. 09-13038).  Cynergy Data said that it had
assets of $109.5 million against debts of $186.1 million as of
June 30, 2009.

The Company's legal advisor is Nixon Peabody LLP; its financial
and restructuring advisor is CM&D Management Services LLC; its
industry expert is Unicorn Partners, LLC; and its investment
bankers are Stifel, Nicolaus & Company and Peter J. Solomon
Company.  The Company also hired Pepper Hamilton LLP as bankruptcy
and restructuring counsel.  Charles D. Moore of Conway MacKenzie,
Inc., serves as chief restructuring officer.  Kurtzman Carson &
Consultants LLC serves as claims and notice agent.

Cynergy Data filed for Chapter 11 to complete the sale of all of
its assets to an affiliate of The ComVest Group.  The $81 million
sale was completed October 2009.  The Debtor was renamed to
Liquidation Co. LLC following the sale.


DYNEGY INC: Blackstone Raises Buyout Offer to $5 a Share
--------------------------------------------------------
Steve Gelsi, reporting for MarketWatch in New York, says
Blackstone Group L.P. on Tuesday raised its buyout offer for
Dynegy Inc. by 11% to $5 a share, a day before a key shareholder
vote on the proposed deal.  Blackstone Group said the cash price
represents its "best and final offer" and remains subject to
agreement to the terms of an amended deal.

MarketWatch, citing The Wall Street Journal, reports the higher
offer from Blackstone Tuesday came alongside reports that Seneca
Capital, a hedge fund that's been fighting the deal, may bid at
least $6 a share for Dynegy if shareholders nix the Blackstone bid
in a vote Wednesday.  Citing unnamed sources familiar with the
deal, the WSJ said Seneca Capital is talking to RRI Energy and
other parties about teaming up to make an offer for Dynegy.

On Tuesday, Seneca urged Dynegy shareholders to vote against the
amended $5 per share merger proposal as "it is still the WRONG
PRICE at the WRONG TIME for the WRONG REASONS."  Seneca has
presented a detailed investment case to the marketplace supporting
a valuation for Dynegy in excess of $6 per share rising to $16-$18
per share as power prices recover.  Seneca believes the increased
merger consideration supports Seneca's contention that liquidity
is not an issue for Dynegy and that issuing equity would be the
wrong decision for shareholders.

Seneca also believes that key fundamental factors contributing
more than $3.50/sh incremental value to Dynegy's eight-year-low
pre-transaction stock price, will provide strong stock support
after the proposed deal is defeated.  Seneca believes the fact
that Dynegy management stands to receive in the aggregate only
approximately $400,000 of incremental change of control
compensation as a result of this increased offer illustrates their
misalignment with achieving the best outcome for shareholders (90%
of the $38 million change of control compensation has no relation
to the deal price).

Seneca said it has performed substantial due diligence on Dynegy,
including a thorough review of the company and its assets with
outside consultants and former industry management teams.  That
diligence effort has underpinned Seneca's confidence in its
current position of more than 12% of the economic interest in the
company.

Seneca also noted that, "a better question regards Dynegy's
scorched-earth defense of a proposed sale at $4.50 per share when
the buyer now proves willing to pay $5.00 per share and, just one
year before, the company bought back nearly 30% of its own stock
at $9.65 per share."

Also on Tuesday, Carlo Icahn indicated he will still be voting
against the proposed acquisition of Dynegy by Blackstone.  "I
believe that, even at $5.00 per share, the proposed Blackstone
acquisition undervalues Dynegy.  Today's $0.50 per share increase,
coming only one day after Blackstone stated that the $4.50 price
is 'a full and fair valuation' reassures my belief that the
Dynegy/Blackstone transaction leaves too much shareholder value on
the table for Blackstone.  I have also considered that in a
November 15, 2010 report JP Morgan stated that it is 'introducing
a December 2011 price target of $7, up from our prior December
price target of $5.00.'

Mr. Icahn also pointed out that under the merger agreement between
Dynegy and Blackstone, Blackstone was granted the right to match a
superior offer, and to enter into an exclusive arrangement with
NRG, who before that time had been directly negotiating a
potential transaction with Dynegy.  Blackstone was also given
expenses and breakup fees worth over 11% of the shareholder
consideration.

"In my opinion, all of these features of the proposed
Dynegy/Blackstone transactions acted to discourage other potential
bidders, reduce the value to be received by shareholders and
strengthen my resolve to vote 'no'.  I believe that if the
transaction is voted down, then in a new, open process, many bids
would emerge for Dynegy assets, and I may myself be a bidder --
something I would not have done in the restrictive context of the
Dynegy/Blackstone transaction, with its unprecedented breakup
fee," Mr. Icahn said.

Mr. Icahn added that "I am not concerned about supposed
'liquidity' issues at Dynegy and continue to stand by my
previously announced proposal to make financing available to
Dynegy."

Mr. Icahn said he would press Dynegy to begin a new, open process
to sell its assets, free of the elements that have led to the
undervalued proposal now before shareholders.

The shareholder vote is scheduled for Wednesday.

MarketWatch notes Mr. Icahn last week had offered to help line up
a credit line of up to $2 billion for Dynegy if it runs into any
financial problems should the merger fall through.  Financial
terms of the $2 billion credit line were not disclosed in Mr.
Icahn's filing.

MarketWatch also notes Mr. Icahn recently raised his holdings in
Dynegy to 15.59 million shares from 12 million shares on Oct. 12,
according to a filing with regulators.

On Tuesday, Granite Ridge Holdings, LLC, the indirect owner of the
Granite Ridge Power Station in Londonderry, New Hampshire,
indicated that Jeffrey S. Stein of New York, a member of the Board
of Directors of the Company, has been asked by Seneca Capital to
serve as a possible nominee for the Board of Directors of Dynegy
Inc.  "The Company is aware of this request and has no objection
to Mr. Stein's candidacy," Granite said.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE:DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Inc. and Dynegy Holdings each has a 'B-' issuer default
rating from Fitch.

In October 2010, Moody's Investors Service lowered the ratings of
Dynegy Holdings, including its Corporate Family Rating, to Caa1
from B3 along with the ratings of various affiliates or parent
company Dynegy Inc.  The rating outlook for DHI and Dynegy remains
negative.  The rating action follows the expiration of the 40-day
"go shop" period, increasing the probability that Dynegy will be
acquired by an affiliate of The Blackstone Group L.P. in a
transaction valued at approximately $4.7 billion, including the
assumption of existing debt.  Moody's said Dynegy's financial
profile is expected to be quite fragile, particularly during 2011
and 2012, when the company is projected to generate both negative
operating cash flow and negative free cash flow due to weak
operating margins and the required funding of their capital
investment programs.  To the extent that the transactions with
Blackstone and NRG are not completed, Moody's said downward rating
pressure at DHI and Dynegy will continue to exist given the weak
financial prospects for the company over the next few years
coupled with the liquidity concerns.



DYNEGY INC: Rejects Icahn's Funding Offer, Questions Motive
-----------------------------------------------------------
Dynegy Inc. on Monday said Carl Icahn's offer -- to help line up a
credit line of up to $2 billion for Dynegy if it runs into any
financial problems should the Blackstone merger fall through --
does not address the Company's liquidity issues.  While the non-
binding Icahn credit facility proposal would fulfill certain
short-term capital needs, Dynegy told shareholders in a statement
the Icahn offer does nothing to address the Company's long-term
funding requirements.

Financial terms of the $2 billion credit line were not disclosed.
Dynegy noted that the terms of Mr. Icahn's facility cannot be
fully defined or finalized until well after the special
shareholders' meeting on November 17.

Dynegy believes it would be able to access the credit markets for
a credit facility -- though smaller and more expensive than the
current facility -- to satisfy short-term funding needs, making
any Icahn credit facility unnecessary.  Dynegy said this was
specifically considered its Board of Directors in analyzing the
Blackstone transaction.

Dynegy said it requires access to two types of capital.  In the
short-term, Dynegy requires funding of collateral, working capital
and other temporary cash needs.  Dynegy's long-term capital needs
require funding to address the projected $1.6 billion of negative
free cash flow over the next 5 years1 resulting from the
significant change in the U.S. natural gas market and significant
environmental enforcement uncertainty.  All of this non-
discretionary cash will come out before any value can accrue to
the common stockholder.

"When, inevitably, Dynegy would need to restructure, extend or
replace the Icahn credit facility, Mr. Icahn would be the sole
senior secured claimant in our capital structure.  The Icahn
position would be senior to all common stockholders and senior to
all Dynegy bondholders.  This could provide Mr. Icahn with
effective control over the restructuring of Dynegy.  In certain
restructuring scenarios, Dynegy stockholders could receive no
consideration for their investment in Dynegy.  Given that the non-
binding Icahn credit facility proposal requires an upfront payment
of $20 million (an approximate 33% return on investment for Mr.
Icahn), Dynegy stockholders could in effect be paying Mr. Icahn
today to take control of Dynegy in approximately 18 months, absent
a replacement merger or acquisition to replace the Blackstone
transaction," Dynegy said.

Dynegy also pointed out Mr. Icahn could have made his proposal
months ago. "It appears to Dynegy that Mr. Icahn is attempting to
derail the Blackstone transaction by making the non-binding Icahn
credit facility proposal, which he can withdraw or revoke at any
time.  Dynegy cannot be sure of Mr. Icahn's motivations, but
Dynegy believes he has made this non-binding proposal in order to
gain contingent control of Dynegy.  If the binding Blackstone
transaction is not approved, there is no guarantee (or reasonable
expectation) that any other party will make an offer for Dynegy in
excess of the current offer.  Virtually every sell-side analyst
appears to have concluded that the value Blackstone is offering is
superior to the risk of a failed transaction.  In addition, the
nation's leading proxy advisory firm, Institutional Shareholder
Services, has concluded that absent the transaction with
Blackstone, Dynegy stock would be trading at approximately $2.66
per share.  Blackstone's offer represents a 69% premium to this
ISS estimate," Dynegy said.

Dynegy warned shareholders: "If you oppose the Blackstone
transaction, you risk not only diminishing stockholder value in
the near- to mid-term; you also risk putting Mr. Icahn in a
position to make an offer below the current Blackstone offer."

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE:DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Inc. and Dynegy Holdings each has a 'B-' issuer default
rating from Fitch.

In October 2010, Moody's Investors Service lowered the ratings of
Dynegy Holdings, including its Corporate Family Rating, to Caa1
from B3 along with the ratings of various affiliates or parent
company Dynegy Inc.  The rating outlook for DHI and Dynegy remains
negative.  The rating action follows the expiration of the 40-day
"go shop" period, increasing the probability that Dynegy will be
acquired by an affiliate of The Blackstone Group L.P. in a
transaction valued at approximately $4.7 billion, including the
assumption of existing debt.  Moody's said Dynegy's financial
profile is expected to be quite fragile, particularly during 2011
and 2012, when the company is projected to generate both negative
operating cash flow and negative free cash flow due to weak
operating margins and the required funding of their capital
investment programs.  To the extent that the transactions with
Blackstone and NRG are not completed, Moody's said downward rating
pressure at DHI and Dynegy will continue to exist given the weak
financial prospects for the company over the next few years
coupled with the liquidity concerns.


EL PASO: Fitch Affirms 'BB+' Issuer Default Ratings
---------------------------------------------------
Fitch Ratings has affirmed the ratings of El Paso Corp. and its
core pipeline and exploration and production subsidiaries.  The
Rating Outlook is Stable.  Approximately $11.4 billion in debt is
affected by the rating action.

The EP rating affirmation is reflective of the cash flow stability
and low relative business risk profile of the company's interstate
pipeline franchise, as well as the hedge positions and cost
improvements at the company's upstream business.  The ratings
recognize that EP is in the middle of a transformative capital
spending plan which will significantly increase both the size and
scope of, primarily, its pipeline franchise.  Fitch notes that
this spending program is weighing on EP metrics as the company
works towards completing its significant project backlog.
However, the ratings reflect Fitch's belief that once completed
the pipeline and LNG projects should provide adequate,
incremental, sustainable cash flow and earnings and allow EP the
ability and flexibility to pay down some of its obligations.

EP is in the middle of a multi-year $8 billion capital expenditure
cycle, which will see EP grow its pipeline business significantly.
Fitch notes that these pipeline and LNG projects on a consolidated
basis will have over 90% of their revenue derived from capacity
reservation charges with primarily investment grade
counterparties, which help to mitigate commodity price/volume
exposure and lower counterparty risk.  Funding for the projects is
being completed from a combination of operating cash flow,
additional debt issuances on a project financing basis, equity
issuances primarily through dropdowns to EP's pipeline Master
Limited Partnership, El Paso Pipeline Partners (Fitch Issuer
Default Rating 'BBB-'), and through asset sales.  Fitch expects
that EP's consolidated credit metrics will show relative weakness
over the course of the growth capital spending, but metrics should
rebound to more rating appropriate levels as the incremental
EBITDA and cash flow generated by the new projects offset
additional debt the company needs to take on to complete the
projects.  Some of the incremental debt will be non-recourse to
EP.  Fitch expects that as capital expenditure needs are met and
to the extent that EP continues to dropdown assets into EPB that
any excess proceeds from such transactions would be used to reduce
the parent company's substantial debt.  Fitch expects EP's
leverage on a consolidated basis to approximate 4.7 times in 2011
with operating EBITDA/interest expense coverage of roughly 3.0x
based on Fitch estimates.  For 2012, Fitch expects EP's leverage
metrics to improve to roughly 4.1x on a consolidated basis with
EBITDA interest coverage of roughly 3.4x.

Other considerations regarding EP's capital spending include
construction and cost inflation risk, which remains a concern for
EP's planned pipeline projects.  Fitch notes that construction on
the Ruby pipeline has been delayed which has increased costs on
that project, roughly 10% to 15%.  Offsetting some of this
increase has been EP's completion of some of its other projects
below budget.  Fitch believes that capital costs will be roughly
in line with revised management expectation of a roughly 5%
increase, as EP works through its project backlog, but notes that
a more meaningful escalation in costs could drive a negative
rating action given EP's already weak credit metrics.
Additionally, Fitch notes that any meaningful delay in the Ruby
project which would push the in service date well beyond the
expected June 2011 time frame could also result in a negative
rating action.

The ratings for the individual pipeline subsidiaries consider the
solid credit metrics and significant operating and financial
affiliations each pipeline has with EP.  Given this linkage the
pipelines are all rated one notch higher than EP, lower than their
stand-alone credit metrics and business risk profiles would
indicate.  EP's fleet of natural gas pipelines continue to
represent a significant portion of EP's EBITDA and cash flow.
EP's pipeline segment is comprised of seven separate majority
owned pipeline systems and four 50% owned systems.  Nearly 80% of
pipeline segment revenues are generated through non-volume
sensitive capacity reservation charges, limiting earnings and cash
flow volatility.  Taken as a whole, the scale and regional
diversity the pipeline systems, which have access to the principal
U.S. supply basins and deliver into major consumer markets, limit
exposure to shifting natural gas supply/demand dynamics.
Additional delivery flexibility is provided from interconnected
storage capacity and access to the Elba Island, Georgia LNG
receiving terminal.  Each of the pipelines and storage facilities
operates under FERC regulation.  However, FERC oversight does not
provide meaningful credit 'ring-fencing' to protect the pipelines
from affiliated company risk.  Additionally, interests in two of
EP's pipelines Tennessee Gas Pipeline (TPG) and El Paso Natural
Gas (EPNG) are pledged as collateral to EP's $1.5 billion secured
revolving credit facility.

While each pipeline company has stand-alone operating and
financial characteristics at or higher than its current ratings,
the debt ratings are constrained due to the pipelines' affiliate
relationship with EP.  As subsidiaries of EP, EP management has
substantial control over their operations and finances, including
distributions.  EP's subsidiaries participate in EP's cash
management program which matches short-term cash surpluses and the
needs of the participating affiliates.  The pipeline subsidiaries
have historically been cash providers under the cash management
program in exchange for long-term notes receivable from EP.

The ratings at El Paso Exploration & Production primarily reflect
its operating and financial affiliations with EP.  EPEP's senior
secured credit facility is notched above the IDR, reflecting the
strong collateral position supporting this facility.  The ratings
also consider the higher business risk inherent in an E&P
operation due to its commodity price exposure.  EPEP's results
have shown some increased earnings and cash flow stability, in the
face of declining commodity prices, due in part to hedges in place
for a significant portion of production.  The company has hedged a
significant portion of its production for 2011, which provides
some comfort that earnings and cash flow will exhibit some
stability given expectations for continued commodity price
environment.  Additionally, EPEP has repositioned its production
towards more oil rich and condensate natural gas plays in the
Haynesville, Eagle Ford and Altamont shale plays which have
economic and production advantages given the production profile of
shale plays and the economic benefits of liquids rich production
given current oil and gas price dynamics.  Fitch notes that
earnings and cash flow volatility remain a significant credit
concern with EPEP particularly as its current hedges roll off.
EPEP has extended its hedging program into 2012, however, at lower
volumes and prices given the current forward curve.

The Stable Outlook is indicative of EP's cash flow stability
offset by the still significant leverage at the parent company and
the plans for increased capital expenditures.  Liquidity at the
consolidated entity is adequate with EP, as of Sept. 30, 2010,
reporting roughly $2.5 billion in consolidated liquidity;
consisting of $300 million in cash and $2.2 billion in
availability under various credit facilities (excluding any cash
and revolver availability at EPB).  Fitch notes that given the
significant operating and financial ties any negative rating
action at EP would likely drive a negative rating action at the
rated subsidiaries.

Fitch affirms these:

El Paso Corporation

  -- Issuer Default Rating IDR at 'BB+';

  -- $1.5 billion senior secured revolving credit facility (2012)
     at 'BBB-';

  -- $500 million senior unsecured revolving credit facility
     (2011) at 'BB+';

  -- Senior unsecured notes and debentures at 'BB+';

  -- Perpetual preferred stock at 'BB-'.

El Paso Energy Capital Trust I

  -- Trust convertible preferred securities at 'BB-'.

Colorado Interstate Gas Company


  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

El Paso Natural Gas Company

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

Southern Natural Gas Company

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

Tennessee Gas Pipeline Company

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

El Paso Exploration & Production Company

  -- IDR at 'BB+';
  -- Senior secured revolving credit facility (2012) at 'BBB-';
  -- Senior unsecured debt at 'BB+'.

El Paso owns North America's largest interstate natural gas
pipeline network comprised of approximately 42,000 miles of
pipe, 220 Bcf of storage capacity, and an LNG import facility
with 1.75 Bcf per day of send-out capacity.  The company's
upstream operations included year-end 2009 estimated reserves
of 2.75 trillion cubic feet equivalent of consolidated proven
reserves.


EMISPHERE TECHNOLOGY: Posts $9.6-Mil. Net Profit in 3rd Quarter
---------------------------------------------------------------
Emisphere Technologies Inc. filed its quarterly report on Form
10-Q, reporting net income of $9.6 million on net sales of $4,000
in the third quarter ended Sept. 30, 2010, compared to a net loss
of $4.0 million on zero revenue for the same period last year.

The Company reported an operating loss of $3.87 million in the
third quarter of 2010 but recorded a net profit due to
a $13.52 million non-operating income mostly from a "change in
fair value of derivative instruments".

The Company's balance sheet at Sept. 30, 2010, showed
$5.34 million in total assets, $66.23 million in total
liabilities, and a stockholder's deficit of $60.88 million.

As of September 30, 2010, the Company's accumulated deficit has
reached $459.2 million.

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6e63

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

                   About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.

Since its inception in 1986, Emisphere has generated significant
losses from operations.  Emisphere anticipates it will continue to
generate significant losses from operations for the foreseeable
future, and that its business will require substantial additional
investment that it has not yet secured.

In its March 25, 2010 audit report on the Company's financial
statements for the year ended December 31, 2009, McGladrey &
Pullen, LLP, in New York, said there is substantial doubt about
the Company's ability to continue as a going concern.  The audit
reports prepared by the Company's independent registered public
accounting firms relating to its financial statements for the
years ended December 31, 2007 and 2008, also included an
explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern.


EMPIRE RESORTS: Posts $938,000 Net Loss in September 30 Quarter
---------------------------------------------------------------
Empire Resorts Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $938,000 on $19.48 million of net revenues
for the three months ended Sept. 30, 2010, compared with a net
loss of $1.58 million on $20.93 million of net revenues for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$74.91 million in total assets, $63.20 million in total
liabilities, and stockholders' equity of $11.71 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e9b

                      About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Auditor Friedman LLP, in New York, after auditing the Company's
2009 results, said Empire Resorts' ability to continue as a going
concern depends on the Company's ability to fulfill its
obligations with respect to its $65 million of 5-1/2% senior
convertible notes.  Friedman also noted of the Company's
continuing net losses and negative cash flows from operating
activities.


ENDO PHARMACEUTICALS: Moody's Puts 'Ba2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a Corporate Family Rating of
Ba2 to Endo Pharmaceuticals Holdings Inc.  Moody's also assigned a
Ba2 rating to Endo's new senior unsecured note offering, and a
SGL-1 Speculative Grade Liquidity Rating.  This is the first time
Moody's has assigned ratings to Endo.  The rating outlook is
stable.

Proceeds of the note offering are expected to be used to partially
fund the pending acquisition of Qualitest Pharmaceuticals,
announced on September 28, 2010.  The acquisition is expected to
close during the fourth quarter of 2010 or first quarter of 2011.

Ratings assigned to Endo Pharmaceuticals Holdings Inc.:

* Ba2 Corporate Family Rating
* Ba2 Probability of Default Rating
* Ba2 (LGD4, 58%) senior unsecured notes of $400 million due 2020
* SGL-1 Speculative-Grade Liquidity Rating

Moody's does not rate Endo's amended $500 million senior secured
revolving credit facility due 2015, $400 million senior secured
Term Loan A due 2015, or $379.5 million 1.75% senior subordinated
convertible notes due 2015.

                         Ratings Rationale

The Ba2 Corporate Family Rating reflects Endo's modest size and
scale relative to larger pharmaceutical peers, partially offset by
the company's solid market positioning as a niche player in the
pain market and its conservative financial profile.  The ratings
also reflect Endo's solid cash flow generation, very good
liquidity, and potential near-term pipeline opportunities.  The
ratings are constrained by very high product concentration in
Lidoderm, which now faces a patent challenge, its lack of
geographic diversity, its aggressive business development
philosophy, and an unresolved DOJ investigation into promotional
practices for Lidoderm.  On a pro forma basis for the proposed
acquisition of Qualitest, Endo's credit metrics are expected to
remain strong for the rating category, with adjusted Debt/EBITDA
of approximately 1.9 times, adjusted CFO/Debt of approximately 32%
and adjusted FCF/Debt of approximately 25%.  Although Endo's
ongoing business development plans may involve debt-financed
acquisitions, Moody's currently assumes that Endo's Debt/EBITDA
will not materially exceed 2.5 times.

The rating outlook is stable.  Endo's above-average credit metrics
help offset concerns about product concentration, upcoming generic
threats, and the unresolved marketing investigation.  Although not
anticipated over the near-term, upward pressure on the ratings
could develop if Endo substantially increases its size, scale and
diversification while sustaining conservative credit metrics, e.g.
solidly within Moody's "Baa" ranges.  Conversely, Endo's ratings
could face negative pressure if Moody's assumptions about a
conservative financial profile do not materialize.  For instance,
cash flow to debt ratios below Moody's "Baa" ranges or Debt to
EBITDA above 2.5 times could result in a rating downgrade.

The Ba2 rating on the senior unsecured notes reflects
subordination relative to the secured credit facility and term
loan, but also reflects loss absorption provided by convertible
subordinated notes.  Future changes in Endo's capital structure
mix -- such as additional secured debt allowable under the bond
indenture or a reduction in subordinated debt -- could result in a
downgrade of the Ba2 rating on the senior unsecured notes even if
the Corporate Family Rating remains unchanged.

Headquartered in Chadds Ford, Pennsylvania, Endo Pharmaceuticals
Holdings Inc. is a U.S.-focused specialty pharmaceutical company
that develops, manufactures and markets branded and generic
prescription pharmaceutical products primarily in the areas of
pain management and urology, as well as medical devices and
services solutions focused primarily in urology.  For the twelve
months ended September 30, 2010 Endo generated total revenues of
approximately $1.6 billion.


ENERGY XXI: Moody's Upgrades Corporate Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service upgraded Energy XXI Gulf Coast, Inc.'s
Corporate Family Rating to B3 from Caa1.  Moody's also upgraded
the company's $338 million 16% Second Lien Junior Secured Notes
due 2014 to B3 from Caa1 and its $277 million 10% Senior Notes due
2013 to Caa2 from Caa3.  The Speculative Grade Liquidity rating
was raised to SGL-2 from SGL-3 and the rating outlook is stable.
Energy XXI is a wholly owned subsidiary of Energy XXI (Bermuda)
Limited.

                         Ratings Rationale

"The recent common and preferred stock offerings significantly
improved Energy XXI's financial flexibility," commented Pete
Speer, Moody's Vice President.  "The resulting debt reduction and
large cash balances give the company the capacity to grow its
reserves and production organically or through acquisitions."

Earlier this month, EXXI issued common stock and 5.625%
convertible perpetual preferred stock raising total net proceeds
of $556 million.  The company is using approximately $133 million
to redeem $119.7 million aggregate principal amount of its Second
Lien Junior Secured Notes, or 35% of those notes outstanding.
The company is also repaying its revolver borrowings outstanding
($91.5 million at September 30, 2010) and using approximately
$13 million as an inducement for holders of its 7.25% convertible
perpetual preferred stock to convert those shares to equity.
This leaves Energy XXI with pro forma cash of approximately
$330 million as of September 30, 2010 and a fully undrawn
$350 million revolving credit facility.  Accordingly Moody's
have raised the SGL rating to SGL-2.

Moody's treats the company's $287.5 million of newly issued
preferred stock as 50% debt for fundamental analysis purposes, so
the debt reduction is somewhat offset by the preferred stock
issuance.  However, Moody's expect the company to deploy the cash
proceeds towards further debt reduction, capital spending, and
acquisitions of developed properties in the U.S. Gulf of Mexico
(GOM).  This should achieve further improvements in the company's
leverage metrics through a combination of debt reduction and
increased proved reserves and production volumes.

Energy XXI's B3 CFR reflects its greater proved reserve and
production scale than many B3 rated peers and relatively high
revenues and cash margins per boe due to approximately 69% of its
production being oil.  This rating is also indicative of the
company's high operating cost structure, substantial geographic
and field level concentration in the GOM, which entails short
reserve lives, weather risks and additional regulatory and cost
uncertainties stemming from the fallout of the Macondo well
blowout and oil spill.  Although the company's leverage metrics
are improving, they remain high on a gross debt basis relative to
other GOM focused peers.

If Energy XXI does not achieve the expected leverage reduction,
the rating outlook could be changed to negative or the ratings
downgraded.  Debt/PD above $13/boe and Debt/Production above
$19,000/boepd could pressure the ratings.  A positive rating
action is unlikely in the near term due to the uncertainty
regarding the regulatory environment, pace of permitting process
and level of cost escalation for operators in the offshore GOM.
In order for Energy XXI's ratings to improve, the company must
continue to increase its proved reserve and production scale,
improve its geographic diversification, while also lowering its
operating cost structure and leverage metrics.

The B3 Second Lien Junior Secured Notes rating and Caa2 Senior
Notes rating reflect both the overall probability of default of
Energy XXI, to which Moody's assigns a PDR of B3, and a loss given
default of LGD3 (49%, changed from LGD4 (54%)) and LGD 5 (83%
changed from 86%), respectively.  The company has a $350 million
borrowing base on its $400 million senior secured revolving credit
facility.  The Second Lien Junior Secured Notes are subordinate to
the secured credit facility but will have a priority claim to the
company's assets over the Senior Notes, which are unsecured.
Therefore the Senior Notes are notched two ratings beneath the B3
CFR under Moody's Loss Given Default Methodology, while the Second
Lien Junior Secured Notes are rated the same as the B3 CFR.

Energy XXI Gulf Coast, Inc., is an independent exploration and
production company based in Houston, Texas.


ENERTECK CORPORATION: Posts $475,800 Net Loss in Q3 2010
--------------------------------------------------------
Enerteck Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $475,805 on $33,307 of revenue for the
three months ended September 30, 2010, compared with a net loss of
$184,688 on $294,195 of revenue for the same period last year.

The Company's balance sheet at September 30, 2010, showed
$1.8 million in total assets, $2.1 million in total liabilities,
and a stockholders' deficit of $335,743.

During the nine months ended September 30, 2010, and the year
ended December 31, 2009, the Company incurred net losses of
$1.4 million and $2.1 million, respectively.  In addition, at the
nine months ended September 30, 2010, and year ended December 31,
2009, the Company has an accumulated deficit of $22.9 million and
$21.5 million, respectively.  "These conditions raise substantial
doubt about the Company's 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?6eb2

                    About Enerteck Corporation

EnerTeck Corporation (OTC BB: ETCK.OB) -- http://www.enerteck.net/
-- was incorporated in 1935 and is based in Stafford, Texas.  The
Company develops, acquires and manufactures combustion
enhancement, emission reduction and other performance improvement
technologies for the heavy duty transportation industry.
EnerTeck's flagship product, EnerBurn(TM), is a diesel fuel
specific combustion catalyst, delivered to the engine via the
diesel fuel, to improve the combustion rate of the fuel.


EPICEPT CORP: Nets $1.9 Million from Sale of Securities
-------------------------------------------------------
On November 5, 2010, EpiCept Corporation, entered into a
Securities Purchase Agreement with certain investors relating to
the issuance and sale in a public offering of approximately 3.3
million shares of the Company's common stock, par value $.0001 per
share, at a price of $0.61 per share and warrants to purchase
approximately 1.3 million shares of Common Stock.  The closing
occurred on November 10, 2010.  Net proceeds to the Company from
the sale of the Securities will be approximately $1.9 million.

The Company intends to use the net proceeds it receives to meet
the Company's working capital needs and for general corporate
purposes.  The proceeds of this offering together with existing
cash are expected to be sufficient to fund operations into the
first quarter of 2011.

                   About EpiCept Corporation

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

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

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


FILMYARD HOLDINGS: S&P Assigns 'B+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned Santa Monica, Calif.-
based FilmYard Holdings LLC a preliminary 'B+' corporate credit
rating.  The rating outlook is stable.

At the same time, S&P assigned guaranteed subsidiary Miramax Film
NY LLC's proposed $408 million seven-year senior secured term loan
B a preliminary issue-level rating of 'B+' (at the same level as
the preliminary 'B+' corporate credit rating on the parent
company).  S&P also assigned this debt a preliminary recovery
rating of '3', indicating S&P's expectation of meaningful (50% to
70%) recovery for lenders in the event of a payment default.  The
loan will be guaranteed on a senior secured basis by the parent
and by the parent and borrower's domestic subsidiaries.  The
company will use the proceeds of the financing, along with sponsor
equity representing about 40% of the net purchase price, to
acquire the Miramax film catalog and related assets from The Walt
Disney Co. and to pay transaction costs.

All ratings are subject to S&P's final review of transaction
documentation.

"The preliminary 'B+' rating on FilmYard reflects the company's
minimal business diversity as a pure film catalog with minimal
production investment in new films and its lack of critical mass,"
said Standard & Poor's credit analyst Deborah Kinzer.  "Somewhat
tempering these factors is the good cash flow generating potential
of a film library, notwithstanding S&P's view that recent declines
in industrywide DVD sales, especially sale of catalog titles, are
largely a secular trend."

FilmYard is a new entity formed by private equity sponsors Colony
Capital LLC and investor Ronald Tutor to acquire the Miramax
assets from Disney.  Under Disney, Miramax operated as a division
of the studio business, and information on historical stand-alone
financial performance is limited.

S&P views FilmYard's business risk profile as weak.  FilmYard
plans to manage the Miramax assets solely as a film library.
FilmYard does not intend to engage in film production, although
S&P believes it may acquire films for release or acquire
additional libraries.  While this eliminates production risk, it
makes refreshment of the company's Miramax assets dependent on
future further acquisitions.  Without such refreshment, cash flows
from exploitation of the library will dwindle over time as the
films age, as even former hit movies are eventually no longer able
to command high licensing fees.

FilmYard's financial risk profile is aggressive, in S&P's view,
reflecting its expectation of a long-term decline in EBITDA and
cash flow.  Pro forma for the transaction, debt to EBITDA was 3x
as of Oct. 2, 2010, and EBITDA coverage of interest was about 5x.
Funds from operations as a proportion of debt was about 15%, which
is in line with Standard & Poor's financial risk indicative ratios
for an aggressive financial risk profile.


FIRST INDUSTRIAL: Fitch Affirms 'B+' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has removed from Rating Watch Negative and
subsequently affirmed these ratings for First Industrial Realty
Trust, Inc., and its operating partnership, First Industrial,
L.P.:

First Industrial Realty Trust, Inc.

  -- Issuer Default Rating at 'B+'.

First Industrial, L.P.

  -- IDR at 'B+';

  -- $400 million unsecured credit facility (including a
     $200 million unsecured term loan and $200 million unsecured
     revolving credit facility) at 'BB/RR1';

  -- $751.1 million senior unsecured notes at 'BB-/RR3';

  -- $145.7 million senior unsecured exchangeable notes at 'BB-
     /RR3'.

Fitch has also upgraded First Industrial Realty Trust, Inc.'s
$275 million preferred stock to 'B-/RR5' from 'CCC/RR6'.

The Rating Outlook is Stable.

The removal of the ratings from Negative Rating Watch is driven by
Fitch's view that there is currently a limited likelihood of a
covenant violation or deferral of preferred stock dividends by
First Industrial.

On Oct. 25, 2010, First Industrial announced that it amended its
unsecured revolving credit facility agreement.  It paid down
$100 million of borrowings, such that the credit facility now
totals $400 million including a $200 million term loan and
$200 million revolving facility.  The amended agreement reduced
the fixed charge coverage covenant to 1.2 times from 1.5x until
September 2011, after which it increases to 1.25x until maturity
in September 2012 (although the company has four waivers to remain
above 1.2x until maturity), and also reduced the unencumbered
asset coverage covenant to 1.3x from 1.6x until September 2011,
after which it reverts to 1.6x until maturity in September 2012.
The company is in compliance with all new covenants such that it
has enhanced financial flexibility to sell non-core assets (i.e.,
vacant properties or assets outside of major markets), including
selling assets at a loss, or to refinance debt maturities.

The 'B+' IDR takes into account First Industrial's credit
strengths including improved financial flexibility following the
recent amendment to its unsecured credit facility agreement.  The
ratings further reflect that declines in same-property net
operating income across the company's portfolio are moderating
because of increasing occupancy rates and that portfolio operating
performance is bottoming out in the near term.  These credit
strengths are offset by a fixed charge coverage ratio that remains
consistent with the higher end of the 'B' rating category, a
constrained liquidity position, and unencumbered asset value that
provides modest downside protection to bondholders.  First
Industrial's ability to sell assets for proceeds of $250 million
to $300 million before September 2012 is uncertain, and the risk
of a covenant violation remains since the unencumbered asset
coverage covenant under the amended credit agreement reverts to
1.6x after September 2011.

The Stable Outlook reflects the likelihood that First Industrial's
credit metrics will remain consistent with a 'B+' IDR over the
near term.

First Industrial actively leased space during the third quarter of
2010 (3Q'10), increasing in-service portfolio occupancy
meaningfully to 83.6% as of Sept. 30, 2010 from 82.1% as of
June 30, 2010.  Year-over-year occupancy was also up from 81.7% as
of Sept. 30, 2009.  Although rents remain under pressure with
weighted average rental income per square foot declining to $4.36
in 3Q'10 from $4.47 in 2Q'10 and $4.51 in 3Q'09, same-store
declines in NOI on a cash basis are moderating due to more
occupied space.  Year-over-year same store cash NOI declined by
0.1% in 3Q'10 after declining by 1.7% and 7.2% in 2Q'10 and 1Q'10,
respectively.

While occupancy is poised to continue improving because of limited
new industrial property supply throughout the recent economic
downturn, fixed charge coverage will improve modestly but remain
consistent with a 'B+' IDR, absent significant deleveraging equity
raises.  The company's fixed charge coverage ratio (defined as
recurring operating EBITDA less recurring capital expenditures
less straight-line rent adjustments divided by total interest
incurred and preferred stock dividends) was 1.2x for the trailing
12 months ended Sept. 30, 2010.  Fixed charge coverage was 1.4x in
3Q'10 and 2Q'10 due to reduced operating expenses and general and
administrative expenses along with lower interest expense via
senior unsecured debt repurchases and redemptions.  For 2011 and
2012, Fitch projects that fixed charge coverage will be
approximately 1.2x to 1.3x due to a bottoming out of same-store
NOI declines, offset by potential reduced NOI through contemplated
sales of non-strategic assets.

First Industrial improved its near-term financial flexibility
following the recent amendments to the company's unsecured credit
facility agreement, but overall liquidity remains constrained.
The company's sources of liquidity (unrestricted cash,
availability under the unsecured credit facility pro forma for the
$100 million pay down following the amended agreement, projected
retained cash flows from operating activities after preferred
stock dividends) divided by uses of liquidity (pro rata debt
maturities, projected recurring capital expenditures) for Oct. 1,
2010 to Dec. 31, 2012 result in a liquidity coverage ratio of
0.4x.  The company's liquidity position remains pressured due to
limited borrowing capacity under the unsecured credit facility,
offset by organic cash flow retention as the company is not
currently paying a common stock dividend.  Liquidity coverage
would be 0.5x if 80% of upcoming secured debt maturities are
refinanced.  Moreover, absent proceeds from asset sales used to
repay indebtedness, the company faces refinance risk in 2012 given
significant amounts that remain outstanding under the unsecured
credit facility that matures September 2012.

First Industrial's real estate portfolio is 73.1% unencumbered as
of Sept. 30, 2010, compared with 85.4% as of Sept. 30, 2009.
Unencumbered asset coverage of unsecured debt was 1.57x as of
Sept. 30, 2010, per the covenants in the company's new unsecured
line of credit agreement, which employs an 8.5% capitalization
rate to derive the value of unencumbered assets and has a covenant
limit of 1.3x.  The previous unsecured line of credit agreement
limit was 1.6x and employed a 7.75% capitalization rate to derive
the value of unencumbered assets.  However, unencumbered asset
coverage was 1.62x pro forma for the $100 million paydown of
unsecured debt via the amended agreement.  While the covenants
under the amended agreement do not currently restrain First
Industrial's financial flexibility, unencumbered asset value
provides modest downside protection to bondholders.  That being
the case, if the company is unable to sell assets to repay debt to
the extent contemplated, there is a risk that the company could be
closer to the unencumbered asset coverage covenant under the
amended credit agreement, which reverts to 1.6x after September
2011.

First Industrial's credit metrics are expected to remain
consistent with a 'B+' IDR.  The company's risk-adjusted capital
ratio at a 'B' rating category stress was 1.9x as of Sept. 30,
2010, which is solid for the rating category, compared with 1.8x
and 1.5x as of Dec. 31, 2009 and Dec. 31, 2008, respectively.
First Industrial's leverage on a net debt to recurring operating
EBITDA basis was also strong for the 'B+' IDR at 8.6x as of
Sept. 30, 2010 compared with 9.1x and 12.4x as of Dec. 31, 2009
and Dec. 31, 2008, respectively.  Fitch projects that over the
next two years leverage will approach 8.0x due to expected
paydowns of the company's unsecured credit facility via retained
operating cash flow as the company is not currently paying a
common stock dividend.

The Stable Outlook takes into account First Industrial's
geographically diversified industrial real estate portfolio and
granular tenant roster.  The company's top five markets by rental
income as of Sept. 30, 2010 were Detroit (7.3%), Minneapolis/St.
Paul (7%), Chicago (6.1%), Dallas/Ft. Worth (6.1%), and Los
Angeles (6.1%), while no other market comprised more than 6% of
total rental income.  This insulates First Industrial from
individual market fundamentals but exposes the company to various
areas outside of key logistics corridors, which Fitch views less
favorably.  As of Sept. 30, 2010, no individual tenant contributed
more than 2.4% of total rental income, which Fitch views
positively from a tenant credit risk standpoint.

In accordance with Fitch's Recovery Rating methodology, Fitch
assigns Recovery Ratings to obligations of issuers with an IDR of
'B+' or lower.  At IDR levels of 'B+' or lower, there is greater
probability of default, so the impact of recovery prospects on
issue specific ratings becomes more meaningful and is more
explicitly reflected in the ratings dispersion relative to the
IDR.  Although a covenant breach is no longer likely due to the
amended terms of the unsecured credit facility, the company's
inability to sell assets to pay down debt may position the company
closer to its revised covenants after September 2011.  Therefore,
unsecured bondholders continue to face adverse selection risk
relative to the lenders under the unsecured credit facility in the
absence of First Industrial reaching its asset sales targets.  As
such, the ratings for the company's unsecured credit facility have
been at 'BB/RR1' and ratings for the unsecured notes have been at
'BB-/RR3'.

The upgrade of First Industrial's preferred stock rating to 'B-
/RR5' from 'CCC/RR6' reflects that the risk of a preferred stock
dividend deferral is no longer a real possibility, but that
recoveries for preferred stock would likely be weak given default.
Based on Fitch's criteria report, 'Equity Credit for Hybrids &
Other Capital Securities', the company's preferred stock is 75%
equity-like and 25% debt-like since it is perpetual and has no
covenants but has a cumulative deferral option in a going concern.
Net debt plus 25% of preferred stock to recurring operating EBITDA
was 8.9x as of Sept. 30, 2010, compared with 9.5x as of Dec. 31,
2009.

These factors may positively impact the ratings and/or Outlook:

  -- If the company's fixed charge coverage ratio sustains above
     1.3x (for the 12 months ended Sept. 30, 2010, fixed charge
     coverage was 1.2x);

  -- If the company's net debt to recurring operating EBITDA ratio
     sustains below 8.5x (as of Sept. 30, 2010, leverage was
     8.6x);

  -- A liquidity surplus.

These factors may negatively impact the ratings and/or Outlook:

  -- An inability to raise capital principally through asset sales
     to address near-term debt maturities;

  -- If the company's fixed-charge coverage ratio sustains below
     1.2x;

  -- If the company's net debt-to-recurring operating EBITDA ratio
     sustains above 9.0x;

Organized on Aug. 10, 1993, First Industrial is a REIT
headquartered in Chicago that owns, manages, acquires, sells,
develops, and redevelops industrial real estate.  As of Sept. 30,
2010, First Industrial had $3.5 billion in gross book assets, a
total market capitalization of $2.5 billion, and an equity market
capitalization of $625.5 million.  As of Sept. 30, 2010, First
Industrial owned 778 industrial properties located in 28 states in
the United States and one province in Canada, containing an
aggregate of approximately 68.9 million square feet of gross
leasable area.


FLAKEBOARD CO: S&P Assigns 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' long-
term corporate credit rating to Markham, Ont.-based Flakeboard Co.
Ltd.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating, and a
'4' recovery rating, to the company's proposed US$225 million
senior secured notes due 2017.  The '4' recovery rating indicates
S&P's expectation of average (30%-50%) recovery in a default
scenario.

"The ratings on Flakeboard reflect what S&P views as the company's
participation in the cyclical, competitive, and fragmented
composite panel industry, exposure to volatile raw material costs,
limited product diversity, and high debt leverage," said Standard
& Poor's credit analyst Jatinder Mall.  "Partially offsetting
these weaknesses, in S&P's opinion, are the company's highly
variable cost structure and good operating diversity," Mr. Mall
added.

Flakeboard is the largest producer of medium density fiberboard
and the second-largest producer of particleboard in North America,
with approximate market shares of 25% and 17% in each segment,
respectively.  Particleboard and MDF are nonstructural wood-based
products used primarily in the production of cabinets, furniture,
countertops, and laminate flooring.  The company operates two
facilities in Canada and six facilities in the U.S., with total
production capacity of 899 million square feet of particleboard
and 687 million square feet of MDF.

Demand for MDF and particleboard is directly affected by the
economy, specifically consumer spending on home repair and
remodeling and new home construction, all of which are cyclical.
With about two-thirds of its cost of sales related to raw
materials, Flakeboard is exposed to volatile raw material prices,
primarily for resin and wood fiber.  The company's margins were
significantly affected in 2008 when resin prices increased sharply
and it was unable to pass higher input costs to its customers.

Particleboard and MDF are similar products with comparable end
uses, which somewhat limits Flakeboard's product diversity.  That
said, the company's eight mills across North America are close to
major end markets and key customers, providing Flakeboard with
better operating and geographic diversity than most of its
competitors, which are focused primarily on regional markets.

The stable outlook reflects S&P's expectation that Flakeboard will
see stable demand and pricing for MDF and particleboard in the
near term as the North American economy slowly recovers.
Furthermore, the outlook incorporates S&P's view that the company
will be able to continue to generate margins at or above current
levels and maintain EBITDA interest coverage of more than 2x and
funds from operations to debt of more than 10%, which should
ensure some free cash generation.  Standard & Poor's could
consider taking a negative rating action if weaker-than-expected
demand for particleboard and MDF causes financial metrics to
deteriorate from current levels, with EBITDA interest coverage
under 2x, FFO to debt below 10%, and negative free operating cash
flow on a sustained basis.  In addition, S&P could take a negative
rating action if S&P sees deterioration in Flakeboard's operating
margins as a result of raw material cost increases, which the
company is unable to pass through to its customers.  Conversely, a
positive rating action would require the company to deleverage,
where adjusted debt to EBITDA falls to 4x and FFO to debt
increases to 20% on a sustained basis.


FORD MOTOR: Said to Pare Mazda Stake to 3%
------------------------------------------
Sarah Turner, writing for MarketWatch, citing the Nikkei, reports
that Ford Motor Co. will sell shares in Mazda Motor Corp. to about
10 firms, including:

     -- Itochu Corp.;
     -- Kajima Corp.;
     -- Sumitomo Mitsui Banking Corp.; and
     -- Sumitomo Corp.

Ford will sell the shares as part of a move to substantially
reduce its 11% stake in Mazda, according to the Nikkei.  Ford,
which has been Mazda's top shareholder for 31 years, will retain a
stake of around 3% in the firm, according to the report.

                          About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The Company provides financial
services through Ford Motor Credit Company.

Ford's balance sheet at Sept. 30, 2010, showed $177.07 billion in
total assets, $178.81 billion in total liabilities, and a
stockholder's deficit of $1.77 billion.

                            *     *     *

As reported by the Troubled Company Reporter on October 12, 2010,
Moody's Investors Service raised the Corporate Family Rating of
Ford Motor to Ba2 from B1.  Other ratings that were raised include
Probability of Default to Ba2 from B1; senior secured credit
facility to Baa3 from Ba1; senior unsecured to Ba3 from B2; and,
preferred stock to B1 from B3.  Moody's also raised the CFR and
senior unsecured ratings of Ford Motor Credit Company LLC, FCE
Bank Plc, and Ford Credit Canada Limited to Ba2 from Ba3.  The
rating outlook for Ford and Ford Credit is stable.

Moody's said Ford's operating performance exceeded expectations
during the first half of 2010.  Moody's believe that Ford is well
positioned to continue generating strong earnings and cash flow
through 2011, and to further strengthen its balance sheet.  Ford's
ability to achieve this progress will be supported by the much
healthier industry fundamentals that have resulted from the
extensive restructuring of the US automotive sector during the
past two years, and by Ford's highly competitive product
portfolio.

As reported by the TCR in August 2010, Dominion Bond Rating
Service upgraded the Issuer Rating of Ford Motor to BB (low) from
B; Fitch Ratings upgraded Ford's and Ford Motor Credit's Issuer
Default Ratings to 'BB-' from 'B'; and Standard & Poor's Ratings
Services raised its corporate credit rating on Ford Motor and Ford
Motor Credit LLC to 'B+' from 'B-'.  The rating agencies cited
Ford's strong financial performance and substantial debt reduction
accomplished in the second quarter of 2010.


GENTA INC: Swings to $7.7-Mil. Net Income in Q3 2010
----------------------------------------------------
Genta Incorporated reported net income of $7.7 million for the
third quarter of 2010, compared with a reported net loss of
$20.4 million for the third quarter of 2009.  Net product sales
was $82,000 in the third quarter of 2010, compared with $39,000 in
third quarter of 2009.  The fair value of the conversion feature
liability of the March 2010 Notes was re-measured at July 9, 2010
at $81.8 million and credited to permanent equity, resulting in
income for the three months ended September 30, 2010 of
$14.6 million.

The Company's balance sheet at Sept. 30, 2010, showed
$19.41 million in total assets, $8.10 million in total current
liabilities, $8.14 million in total long-term liabilities, and
stockholder's equity of $3.17 million.

At September 30, 2010, Genta had cash and cash equivalents
totaling $11.7 million, compared with $1.2 million at December 31,
2009.  The Company projects that its average net monthly cash
outflow for 2010 will be approximately $1.2 million.

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

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

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


GLAZIER GROUP: Files For Bankruptcy Protection
----------------------------------------------
Glazier Group Inc has filed for bankruptcy protection.

According to Dow Jones' Small Cap reports that Peter Glazier, who
owns the company, said in court papers that Glazier Group deployed
too much liquidity while expanding and then was hit with the
downturn in the U.S. economy.

The report relates Glazier Group closed five of its newly opened
restaurant facilities and tried to restructure its loan with
General Electric Capital Corp.  But the company wasn't able to
reach a "satisfactory" agreement on restructuring the loan with
the lender, spurring the company to file for Chapter 11
protection, Peter Glazier said, the report notes.  Glazier Group
and affiliates owe GECC $5.8 million under the loan, Mr. Glazier
added.

Glazier Group Inc. runs an empire of restaurants and event venues
such as Michael Jordan's The Steak House NYC and Bridgewaters.


GLOBAL CONTAINER: Reorganization Cases of Two Affiliates Dismissed
------------------------------------------------------------------
The Hon. Alan S. Trust of the U.S. Bankruptcy Court for the
Eastern District of New York dismissed the Chapter 11 cases of
Global Progress LLC, and Global Prosperity LLC, debtor-affiliates
of Global Container Lines Limited.

The Debtors explained that the Dismissed Debtors have no further
assets to administer and no other payments to be made to
creditors.

Garden City, New York-based Global Container Lines Limited filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
E.D. N.Y. Case No. 09-78585).  C. Nathan Dee, Esq., and Matthew G.
Roseman, Esq., at Cullen & Dykman, LLP, represent the Debtor.  The
Company estimated assets and debts at $10 million to $50 million.


GLOBAL CONTAINER: Plan of Reorganization Gets Court Approval
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
confirmed Global Container Lines Ltd.'s Plan of Reorganization.

As reported in the Troubled Company Reporter on July 14, the Plan
proposes to pay all administrative, fee and priority claims in
full on the effective date; to pay the NBP secured claim in
accordance with the negotiated terms; and to pay general unsecured
claim a percentage of the Debtor's available cash flow for a
period of six years, together with certain fixed payments.  The
payments required under the Plan will be made from the Debtor's
operations and cash flow.  A full-text copy of the Disclosure
Statement, as amended, is available for free at:

     http://bankrupt.com/misc/GlobalContainer_2ndAmendedDS.pdf

                      About Global Container

Garden City, New York-based Global Container Lines Limited filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
E.D.N.Y. Case No. 09-78585).  C. Nathan Dee, Esq., and Matthew G.
Roseman, Esq., at Cullen & Dykman, LLP, represent the Debtor.  The
Company estimated assets and debts at $10 million to $50 million.


GOLDSTEIN FAMILY: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Goldstein Family Limited Partnership 3057/3029
        3057 North Rockwell
        Chicago, IL 60618

Bankruptcy Case No.: 10-50777

Chapter 11 Petition Date: November 13, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Joel A Schechter, Esq.
                  LAW OFFICES OF JOEL SCHECHTER
                  53 W Jackson Blvd., Ste. 1522
                  Chicago, IL 60604
                  Tel: (312) 332-0267
                  Fax: (312) 939-4714
                  E-mail: joelschechter@covad.net

Estimated Assets: $0 to $50,000

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

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-50777.pdf

The petition was signed by Michael Goldstein, president of Daddio
Management and Investment Corp., Debtor's general partner.


GREYSTONE PHARMACEUTICALS: U.S. Withdraws Motion to Dismiss Case
----------------------------------------------------------------
The United States of America, a creditor acting through the
Internal Revenue Service, notified the U.S. Bankruptcy Court for
the Western District of Tennessee that it has withdrawn its
request to dismiss the Chapter 11 case of Greystone
Pharmaceuticals, Inc., et al.

The United States had sought for the dismissal due to the Debtors'
failure to file federal tax returns for 2007, 2008 and 2009.

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for
Chapter 11 protection on November 2, 2009 (Bankr. W.D. Tenn.
Case No. 09-32236).  John L. Ryder, Esq., represents the Debtor.
The Company disclosed $25,467,546 in assets and $22,601,150 in
liabilities as of the Petition Date.


GYMBOREE CORP: Moody's Puts Caa1 Rating on $400 Million Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to The Gymboree
Corporation's proposed offering of $400 million senior unsecured
notes.  Moody's also affirmed Gymboree's B2 Corporate Family and
Probability of Default Ratings, as well as the B1 rating assigned
to the company's proposed $820 million senior secured term loan
(upsized from $720 million).  The rating outlook is stable.  The
ratings assigned are subject to the receipt and review of final
documentation.

                         Ratings Rationale

Gymboree's ratings reflect its highly leveraged capital structure
following its proposed acquisition by Bain Capital.  Leverage will
be high, with debt/EBITDA near 6.5 times (incorporating Moody's
standard analytical adjustments for operating leases) for the LTM
period pro-forma for the proposed transaction.  The rating also
takes into consideration the moderate scale and the highly
fragmented infant and toddler apparel market.  Gymboree has a good
track record of growth, a well known brand, and strong execution
skills as evidenced by the company's high operating margins.
Further, the infant and toddler apparel category is relatively
stable compared to most apparel categories, primarily due to
regular demand as children grow and parents generally will seek to
maintain spending on their children.

The Caa1 rating assigned to Gymboree's proposed senior unsecured
notes reflect their junior ranking position relative to the
$820 million secured term loan as well as the company's
$225 million Asset Based Loan facility.

The rating outlook is stable, reflecting Moody's expectation that
the company will maintain stable operating performance in the face
of only a sluggish recovery in consumer spending and rising raw
material prices.  The stable outlook also encompasses expectations
the company will make progress on deleveraging such that
debt/EBITDA will approach 6 times in the next 12 to 18 months.

In view of Gymboree's high leverage, ratings are unlikely to be
upgraded in the near term.  Over time ratings could be upgraded if
the company can deleverage by utilizing free cash flow to reduce
debt while at the same time demonstrating continued strong returns
from investments in its growth initiatives.  Quantitatively,
ratings could be upgraded if debt/EBITDA can be sustained below
5.5 times and interest coverage is in excess of 1.75 times.

Ratings could be downgraded if the company shows negative trends
in sales, or operating margins begin to show material erosion.
Quantitatively ratings could be lowered if the company does not
make tangible progress toward reducing debt/EBITDA toward 6 times
in the next 12 to 18 months or if interest coverage falls below
1.25 times.  Ratings could also be lowered if the company's
overall good liquidity position were to erode.

These ratings were assigned:

* $400 million senior unsecured notes at Caa1 (LGD 5, 86%)

These ratings were affirmed, and LGD assessments amended:

* Corporate Family Rating at B2

* Probability of Default Rating at B2

* $720 million Senior Secured Term Loan due 2017 at B1 (LGD 3, 39%
  from LGD 3, 35%)

Headquartered in San Francisco, California Gymboree operates more
than 1000 retail stores under Gymboree, Gymboree Outlet, Janie and
Jack, and Crazy 8 brands.  Revenues for the most recent LTM period
were in excess of $1.0 billion.


GYMBOREE CORP: S&P Downgrades Senior Secured Debt Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its preliminary
senior secured debt rating on The Gymboree Corp.'s $820 million
term loan to 'B+' from 'BB-' and revised the preliminary recovery
rating on the loan to '3' from '2'.  The '3' recovery rating
indicates S&P's expectations for meaningful (50%-70%) recovery of
principal in the event of a payment default.  This action follows
the company upsizing its senior secured credit facility by
$100 million.

Concurrently, S&P assigned its preliminary 'B-' issue-level
rating, with a preliminary '6' recovery rating to the company's
proposed $400 million senior unsecured notes.  The '6' recovery
rating indicates S&P's expectations for negligible (0%-10%)
recovery of principal in the event of a payment default.

S&P also affirmed its preliminary 'B+' corporate credit rating on
Gymboree.  The outlook is stable.

The company intends to use the proceeds from the debt issuance and
an approximately $524 million equity contribution to fund
acquisition of the company by Bain Capital LLC.  To ensure that
the company has committed funds to close on this transaction, it
has arranged for a $420 million increasing-rate unsecured bridge
loan maturing in one year.  If not converted into exchange notes
before its maturity, the loan will be automatically converted into
a senior unsecured term loan.

"The ratings reflect what S&P considers Gymboree's weak business
profile, based on its expectation that its expansion of the more
value-oriented Crazy 8 concept will increase risk, and that cost
pressures from higher cotton prices could affect margins," said
Standard & Poor's credit analyst Mariola Borysiak.  The weak
business profile also reflects its presence in the highly
competitive and fragmented children's apparel industry, partly
offset by its recognized brand, the quality of its products, and
good revenue diversity.

The highly leveraged financial risk profile reflects the company's
hefty debt levels and thin cash flow protection measures following
the acquisition by Bain Capital.


HEALTHY FAST: Posts $57,705 Net Loss in September 30 Quarter
------------------------------------------------------------
Healthy Fast Food, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $57,705 on $760,403 of revenue for the
three months ended September 30, 2010, compared with a net loss of
$1.2 million on $530,332 of revenue for the same period of 2009.

During August 2009, the Company closed its two Fresh and Fast
(formerly EVOS) restaurants.  As a result of the closures,
activities of the Fresh and Fast concept have been accounted for
as discontinued operations.  For the three months ended
September 30, 2010, the Company realized a gain on discontinued
operations of $77,303, as compared to a loss on discontinued
operations of roughly $1.0 million for the 2009 period.

The Company has accumulated net losses totaling $5.4 million as of
September 30, 2010.

The Company's balance sheet as of September 30, 2010, showed
$2.6 million in total assets, $730,247 in total liabilities, and
stockholders' equity of $1.9 million.

L.L. Bradford & Company, LLC, in Las Vegas, expressed substantial
doubt about the Company's ability to continue as a going concern
in its report on the Company's 2009 financial statements.  The
independent auditors noted that Company has incurred recurring
losses and its current liabilities exceed its current assets.

A full-text copy of the quarterly report is available for free at:

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

Henderson, Nev.-based Health Fast Food, Inc., through its wholly-
owned subsidiary, U-Swirl International, Inc., owned and operated
six U-Swirl Yogurt restaurants, sold four franchises, and sold
four franchise area developer agreements.


HELLAS TELECOMMUNICATIONS: Files Ch. 15 Petition in Delaware
------------------------------------------------------------
London-based Hellas Telecommunications (Luxembourg) V filed
a Chapter 15 petition in Delaware (Bankr. D. Del. Case No.
10-13651) on November 12, 2010.

HTV is a finance company whose business operations focus on
servicing its debt.  Its principal function has been to
raise financing for the business of parent WIND Hellas
Telecommunications S.A., a telecommunications operator in Greece.

Beveridge Alastair, the foreign representative, signed the
Chapter 15 petition.  The Petitioner is a partner in the Corporate
Recovery team at Zolfo Cooper LLP specializing in cross border
advisory and formal insolvency appointments as a licensed
insolvency practitioner under English law.

Mark D. Collins, Esq., at Richards Layton & Finger, in Wilmington,
Delaware, serves as counsel to the foreign representative in the
Chapter 15 case.

Hellas Telecommunications, also known as Troy V S.a.r.l. and
Troy GAC Luxembourg V, estimated assets of $500 million to
$1 billion and debts of more than $1 billion as of the Chapter 15
filing.

Hellas Telecommunications is seeking an order from the U.S.
Bankruptcy Court for the District of Delaware (i) recognizing the
voluntary restructuring proceeding concerning Hellas
Telecommunications (Luxembourg) currently pending before the
chancery division (companies court) of the high court of justice
of England and Wales as a foreign main proceeding pursuant to 11
U.S.C. Sections 1515 and 1517.

A hearing date on the Chapter 15 petition is proposed for
December 13.  Objections are due December 7.

                      Financial Difficulties

Wind Hellas and its units have been materially and adversely
impacted by the global and Greek macro-economic downturns in terms
of both results of operations and financial condition.  In 2009,
as a result of Wind Hellas' negative financial performance from
the first quarter onwards, various restructuring options for the
Wind Hellas Group were considered.

A decision was made to place Wind Hellas' former owner, Hellas
Telecommunications (Luxembourg) II, a societe en commandite par
actions incorporated under the laws of Luxembourg, into
administration in England and Wales on November 26, 2009.  The
assets of HTII were sold to the Existing Parent, a separate
indirect Weather subsidiary, during the administration.

In May 2010, the further decline in Wind Hellas' performance,
coupled with management's clear view that the decline in the
overall market environment was not a temporary phenomenon, led its
management to revise its four-year outlook for the company and to
review its forecast liquidity position, in light of its operating
results, including its results for the first quarter of 2010.

Wind Hellas commenced negotiations in London with its principal
financial creditors in June 2010 regarding the terms of the
Restructuring with the aim of reducing the financial pressure on
the business of Wind Hellas and ensuring that Wind Hellas will
operate as a going concern into the future.  The parties on
November 3 executed a restructuring agreement, subject to certain
termination rights, and has the effect of extending the suspension
of rights until January 20, 2011, with respect to consenting and
acceding creditors.

                            U.K. Scheme

The restructuring of Wind Hellas and its units is intended to be
effected, in part, pursuant to a scheme of arrangement. The Scheme
is a proceeding under the laws of England and Wales that allows
companies to effect compromises or arrangements, including
restructuring their liabilities, with their members or creditors
(or any class of them).

Under the key provisions of the Scheme, creditors will agree -- or
be deemed to agree -- that the Claims will be assigned to Crystal
Almond S.a.r.l. -- Bidco -- a societe il responsabilite limitee
incorporated in Luxembourg, in return for the Scheme Creditors
receiving an entitlement to be issued equity shares in Largo
Limited -- Holdco -- a limited liability company incorporated in
Guernsey that wholly owns Bidco.  Immediately upon the Scheme
becoming effective, the Scheme Creditors will, subject to receipt
by the Information Agent of a validly completed Account Holder
Letter, be entitled to receive, in aggregate, 10% of Holdco's
issued share capital.

Among other things, in the further course of the Restructuring,
Bidco will purchase the shares of WIND Hellas and certain other
assets in an administration sale in the UK for EUR747.8 million.
The funding sources of the Purchase Price are (i) a contribution
from Holdco financed by the proceeds of an additional offering of
the remaining 90% of the shares of Holdco in the amount of
EUR420 million to be underwritten by certain Scheme Creditors and
to which Scheme Creditors will be entitled to subscribe for pro
rata to their Scheme Claims and (ii) a loan under a short term
bridge facility in the amount of EUR357.9 million extended to
Bidco that will be repaid by distributions recovered from the
administration of the existing parent in respect of the Scheme
Claims.

The overall purposes of the Scheme and the other steps of the
Restructuring are to:

   -- ensure that the business of WIND Hellas and the WIND Hellas
      Group immediately following the transfer of all the shares
      of WIND Hellas to Bidco have a level of debt that is
      serviceable moving forward and to strengthen the balance
      sheet and capital structure of the Restructured Group;

   -- avoid placing certain companies within the Existing Group
      into liquidation prior to completion of the Restructuring,
      as a result of which the recoveries for Scheme Creditors and
      other stakeholders would likely be significantly less than
      if the Restructuring were to be successfully completed; and

   -- issue 10% of the equity in Holdco to Scheme Creditors;
      following the completion of the Restructuring, Holdco will
      be the parent, through Bidco, of the WIND Hellas Group; in
      addition, Scheme Creditors will have the right to subscribe
      for the Additional Shares in Holdco in return for their pro
      rata share of the New Money Amount and subscribers for such
      Additional Shares will, in aggregate, be entitled to 90% of
      the equity in Holdco.

The Scheme meeting is set for Dec. 6, 2010, 11:00 a.m. (London
time), at the offices of White & Case LLP, 5 Old Broad Street,
London EC2N 1DW, UK.


HELLAS TELECOMMUNICATIONS: Chapter 15 Case Summary
--------------------------------------------------
Chapter 15 Petitioner: Alaslair Beveridge

Chapter 15 Debtor: Hellas Telecommunications (Luxembourg) V
                     aka Troy V S.a.r.l.
                         Troy GAC Luxembourg V
                   55 Old Broad Street
                   London EC2M 1RX
                   United Kingdom

Chapter 15 Case No.: 10-13651

Type of Business: The Debtor is a partnership limited by shares
                  incorporated in Luxembourg and having a
                  corporate capital of 31,000.

Chapter 15 Petition Date: November 12, 2010

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

Debtor's Counsel: Mark D. Collins, Esq.
                  RICHARDS LAYTON & FINGER
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 6517531
                  Fax: (302) 651-7701
                  E-mail: collins@rlf.com

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

Estimated Debts: More than $1 billion

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


HERCULES OFFSHORE: Moody's Junks Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

                         Ratings Rationale

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."

Hercules' Caa1 CFR rating reflects its highly leveraged balance
sheet and limited ability to generate free cash flow.  The Caa1
rating on the senior secured notes reflects their pari passu
secured position in Hercules' capital structure relative to the
senior secured credit facilities.

Hercules' primary area of operation is in the shallow water GOM, a
region that is slowly recovering from the impact of the Macondo
well blow out.  Fortunately, Hercules' operating results were not
negatively impacted by the GOM drilling moratorium, and in fact
their liftboat business benefited from the clean-up operations.
However, the company's current cash flow is not sufficient to fund
a meaningful reduction in leverage in the near future.  Hercules
remains burdened with over half of its rigs cold-stacked (at a
cost of roughly $25 million annually) and a declining backlog of
work.  The company's contracted backlog has dropped by more than
50% to $233 million as of October 2010 as its international rigs
work their way through their three year contracts.  With limited
free cash flow, Hercules has reduced its capital spending to
levels that are unsustainable over the long term without
repercussions to the quality of its fleet and its competitiveness.

The negative outlook reflects an expectation of a continuing
deterioration of the company's financial profile despite a short
term pick up in operating performance in the GOM.  For the last
year, Hercules benefited from relatively high dayrates for its
international rigs.  But as these contracts roll off in 2011,
Moody's expect renewals for these newer and higher spec rigs, but
at lower dayrates.  Therefore, Moody's is concerned that there may
be weakening performance in the second half of 2011 putting the
company in a challenging position to deal with debt maturities
that begin in 2012.

Near term liquidity is approximately $264 million comprised of
$100 million of cash on hand and $164 million in availability
under a senior secured bank revolving credit facility.  However,
availability under the revolver is subject to a minimum level of
liquidity (currently $100 million) which effectively limits the
"available" liquidity to $164 million.  Availability is also
subject to compliance with financial covenants that become more
restrictive over time.  For these reasons, barring a rapid
improvement in operating performance, the repayment of debt
through the sale of assets, or the issuance of junior capital,
Moody's are concerned that liquidity may become strained by the
end of 2011.

Moody's last rating action on Hercules was on October 5, 2009,
when Moody's assigned a B2 rating to the 10.5% senior secured
notes due 2017 and affirmed the company's CFR and PDR at B2.

Hercules Offshore, Inc., is headquartered in Houston, Texas.


HUNTER FAN: S&P Gives Stable Outlook; Affirms 'B-' Rating
---------------------------------------------------------
Standard & Poor's Rating Services said that it revised its outlook
on Memphis, Tenn.-based Hunter Fan Co. to stable from negative.
S&P also affirmed all existing ratings, including its 'B-'
corporate credit rating on the company.  Approximately
$190 million of debt was outstanding as of July 31, 2010.

In addition, S&P affirmed the 'B' issue-level rating on Hunter
Fan's first-lien term loan due 2014.  The recovery rating is '2',
which indicates S&P's expectation for substantial (70%-90%)
recovery of principle in the event of a payment default.  At the
same time S&P affirmed the 'CCC' issue-level rating on the
company's second-lien term loan due 2014.  The recovery rating is
'6', indicating S&P's expectation of negligible (0-10%) recovery
for debt holders in the event of a payment default.

"The ratings affirmation and outlook revision reflect S&P's belief
that Hunter Fan will continue to improve its operating performance
and sustain its recently strengthened credit measures and
liquidity," said Standard & Poor's credit analyst Rick Joy.

Although sales declined slightly for the first nine months of
fiscal 2010, the company experienced double-digit growth for the
quarter ended Aug. 1, 2010, on higher demand for ceiling fans.
EBITDA has improved a higher rate than sales over the first nine
month of fiscal 2010, benefiting from volume gains and cost
structure improvements, and margins widened.  S&P believes the
company's operating environment has stabilized in recent months
and sales and profitability will improve over the near term.


IMPERIAL INDUSTRIES: Posts $1.45-Mil. Net Loss in 3rd Quarter
-------------------------------------------------------------
Imperial Industries Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $1.45 million on $6.46 million of net
sales for the three months ended Sept. 30, 2010, compared with a
net loss of $4.23 million on $6.86 million of net sales for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$5.97 million in total assets, $7.25 million in total liabilities,
and a stockholders' deficit of $1.28 million.

S. Daniel Ponce, Imperial's chairman of the board, stated, "Our
operating results for the third quarter of 2010 reflect the on-
going weak market conditions present in the construction industry
and low industry demand for our products.  In view of the
continuing weakness in the residential and commercial construction
markets we remain focused on strengthening our core operations
through cost reduction initiatives, expanding our product
offerings and geographic reach to leverage our reduced overhead
costs, as well as maintaining our liquidity and financial
flexibility.  We believe these initiatives will place us in a
position to succeed and grow when economic conditions eventually
improve."

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ea4

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6ea5

                     About Imperial Industries

Pompano Beach, Fla.-based Imperial Industries, Inc. (OTC BB: IPII)
-- http://www.imperialindustries.com/-- manufactures and
distributes stucco, plaster and roofing products to building
materials dealers, contractors and others through its subsidiary,
Premix-Marbletite Manufacturing Co.  The Company sells its
products primarily in the State of Florida and to a certain extent
the rest of the Southeastern United States.

                          *     *     *

Grant Thornton LLP, in Fort Lauderdale, Fla., in its March 2010
report, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
Company has experienced a significant reduction in its sales
volume.  In addition, the independent auditors said that for the
year ended December 31, 2009, the Company has a loss from
continuing operations of roughly $1.2 million and is operating
under a forbearance arrangement with its primary lender, which is
set to expire on April 30, 2010.

On April 30, 2010, the Company fully repaid the outstanding
principal balance due under the Line of Credit with its primary
lender and the Line of Credit was terminated effective May 11,
2010.


INDEPENDENCE TAX: Posts $408,865 Net Income in Third Quarter
------------------------------------------------------------
Independence Tax Credit Plus L.P. filed its quarterly report on
Form  10-Q, reporting net income of $408,865 on $1.75 million of
total revenues for the three months ended Sept. 30, 2010, compared
with a net loss of $107,206 on $1.71 million of total revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$21.95 million in total assets, $42.66 million in total
liabilities, and a partners' deficit of $20.71 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ea0

                      About Independence Tax

Based in New York, Independence Tax Credit Plus L.P. is a limited
partnership which was formed under the laws of the State of
Delaware on November 7, 1990.  The general partner of the
partnership is Related Independence Associates L.P., a Delaware
limited partnership.  The general partner of the General Partner
is Related Independence Associates Inc., a Delaware corporation.
The ultimate parent of the General Partner is Centerline Holding
Company.

The partnership was formed to invest as a limited partner in other
partnerships that own apartment complexes that are eligible for
the low-income housing tax credit enacted in the Tax Reform Act of
1986, some of which may also be eligible for the historic
rehabilitation tax credit.  The partnership's investment in each
local partnership represents from 98% to 98.99% of the
partnership's interests in the local partnership.  The partnership
originally held ownership interests in twenty-eight local
partnerships.  The partnership does not intend to acquire
additional properties.

                           *     *     *

Trien Rosenberg Weinberg Ciullo & Fazzari LLP expressed
substantial doubt about Independence Tax's ability as a going
concern.  The auditor notes that Company's three subsidiary
partnerships' net losses aggregated $10,504,227 for 2009 Fiscal
Year and $551,341 for 2008 Fiscal Year, and their assets
aggregated $6,189,416 and $23,400,218 at March 31, 2010 and 2009,
respectively.


INTERNATIONAL GARDEN: Gets Approval of $7.5-Mil. in DIP Loans
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in a final
order, authorized International Garden Products,, Inc., et al., to
obtain postpetition secured financing from a syndicate of lenders
led by Harris N.A., as administrative and collateral agent, and to
use cash collateral.

The Debtors were indebted to prepetition $30,669,990 in revolving
loans and $13,000,000 in term loans.  To secure the prepetition
liabilities, the Debtors granted security interests and liens to
the prepetition secured parties upon all of the Debtors assets and
property.

The Debtors would use the DIP financing and the cash collateral to
fund their Chapter 11 case, pay suppliers and other parties.

As reported in the Troubled Company Reporter on October 13, 2010,
the DIP lenders have committed to provide up to $7.5 million
postpetition revolving line of credit.

The DIP Facility will mature on June 30, 2011.  The maximum
principal amount of DIP Facility outstanding at any one time must
not exceed these amounts without the written consent of 100% of
the DIP Lenders:

      (i) $2.75 million from the Petition Date through and
          including October 31, 2010;

     (ii) $4.75 million from November 1, 2010, through and
          including November 30, 2010;

    (iii) $7.25 from December 1, 2010 through and including
          December 31, 2010;

     (iv) $7.50 million from January 1, 2010, through January 31,
          2011;

      (v) $7.25 from February 1, 2011, through and including
          February 28, 2011;

     (vi) $7.00 million from March 1, 2011, through and including
          March 31, 2011;

    (vii) $6.00 million from April 1, 2011, through and including
          April 30, 2011; and

   (viii) $1.50 million from May 1, 2011, through and including
          the maturity date.

The DIP facility will incur interest at the DIP Agent's Base Rate
plus the applicable margin (4.0% per annum), payable monthly in
arrears.  Base Rate is the greatest of (x) the prime commercial
rate, or its equivalent, for U.S. Dollar loans to borrowers in the
U.S., as announced from time to time by the DIP Agent, (y) the
Federal Funds Rate plus 1/2 of 1%, and (z) the reserve adjusted
LIBOR Quoted Rate for a one-month interest period plus 1.00%,
calculated on an actual day 360 day basis for actual number of
days elapsed.

In the event of default, the interest will accrue at the DIP
Agent's Base Rate plus the Applicable Margin plus 2.0% per annum.

The Debtors will pay the DIP Lenders a fee of 0.25% per annum on
the unused available DIP Facility, payable monthly in arrears to
the DIP Agent for the ratable account of the DIP Lenders.

A per annum participation fee equal to the 4.0% on the face amount
of each letter of credit payable monthly in arrears will be paid
to the lenders.  A fee of 0.125% on the face amount of each letter
of credit issued, or the term of which is extended, will be paid
to the DIP Agent for its own account, together with the DIP
Agent's standard documentary and processing charges in connection
with the issuance, amendment, cancellation, negotiation, drawing
under or transfer of any letter of credit.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the DIP Lenders first-priority
priming, valid, perfected and enforceable liens, and superpriority
administrative expense claim status.

In exchange for the use of cash collateral, prepetition secured
parties will be granted: (i) additional and replacement security
interests in and liens upon all the collateral, which security
interests and liens will be junior to the DIP liens the carve-out,
permitted prior encumbrances, and other liens consented to in
writing by the required prepetition lenders; (ii) an allowed
superpriority administrative expense claim; (iii) payment of
hedging liability and funds transfer and deposit account
liability, as and when due; and (iv) payment of costs, expenses,
indemnities and other amounts with respect to the prepetition
liabilities hereafter arising in accordance with the prepetition
credit agreement and the interim court order.  Accrual of interest
at the default rate set forth in the prepetition credit agreement
will become due and payable on the termination date with respect
to the prepetition liabilities.

                About International Garden Products

International Garden Products, Inc. was incorporated in 1996 as a
holding company for Iseli Nursery, Inc., California Nursery
Supply, Weeks Wholesale Rose Grower, and Old Skagit, Inc.  The
company's operating businesses, Iseli and Weeks, focus primarily
on growing horticultural products for nationwide sale to
independent garden centers, landscape suppliers, landscapers and
similar parties.  Iseli's is known in the industry as the premium
source of dwarf conifers, Japanese maples and unique companion
plants.  Weeks is one of the largest wholesale breeders and
growers of premium roses in the U.S.

International Garden Products, Inc., and its affiliates filed for
Chapter 11 protection on Oct. 4, 2010 (Bankr. Lead Case No. 10-
13207).  International Garden estimated assets and debts at $10
million to $50 million in its Chapter 11 petition.

Andrew R. Remming, Esq., at Morris, Nichols, Arsht & Tunnell,
serves as bankruptcy counsel.  Bryan Cave LLP is the legal
counsel.  FTI Consulting is the restructuring advisor.  Garden
City Group is the claims and notice agent.

The debtor-affiliates are Weeks Wholesale Rose Grower (Bankr. D.
Del. Case No. 10-13208), California Nursery Supply (Case No. 10-
13209), Iseli Nursery, Inc. (Case No. 10-13210), and Old Skagit,
Inc. (Case No. 10-13211).


INTERNATIONAL INC: S&P Assigns 'BB-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB-' corporate credit rating to Irving, Texas-based
Darling International Inc.  The outlook is stable.

At the same time, S&P assigned a preliminary 'BB+' issue-level
rating (two notches above the corporate credit rating) to
Darling's proposed $300 million senior secured term loan B
facility maturing 2016, with a recovery rating of '1', indicating
S&P's expectation for very high (90%-100%) recovery in the event
of a payment default.

S&P also assigned a preliminary 'B' issue-level rating (two
notches below the corporate credit rating) to Darling's proposed
$250 million senior unsecured notes maturing 2018, with a recovery
rating of '6', indicating S&P's expectations for negligible (0%-
10%) recovery in the event of a payment default.

The company intends to use debt proceeds totaling about
$725 million, including borrowings on an underwritten one-year
$250 million bridge facility (not rated), $175 million drawn on
a proposed $325 million revolving credit facility (not rated)
maturing 2015, and the proposed $300 million senior secured term
loan B, together with cash on hand, to purchase Griffin Industries
and pay fees and expenses.  (S&P anticipates that proceeds from
the $250 million senior unsecured notes will be used to repay
borrowings on the $250 million bridge facility if drawn.)

"The preliminary 'BB-' corporate credit rating reflects S&P's
opinion that Darling has a weak business risk profile and a
significant financial risk profile pro forma for the pending
acquisition," said Standard & Poor's credit analyst Christopher
Johnson.


ISE LIMITED: Follows ISE Corporation in Filing for Chapter 11
-------------------------------------------------------------
ISE Limited has filed a voluntary petition to reorganize its
business under Chapter 11 of the United States Bankruptcy Code.
As previously announced on August 10, 2010, ISE Limited's
principal operating subsidiary, ISE Corporation, filed for Chapter
11 bankruptcy protection approximately three months ago.  Both
bankruptcy filings were made in the United States Bankruptcy Court
for the Southern District of California.

ISE continues to operate its business during the Chapter 11
restructuring process and is currently evaluating various
restructuring alternatives, which are likely to include a sale of
all or a substantial portion of ISE's business and assets.  In the
event a sale transaction is consummated, the proceeds of such
transaction will be applied first against bankruptcy
administrative and priority expenses and then the outstanding
claims of ISE's creditors as dictated by the United States
Bankruptcy Code.  ISE believes that it is unlikely that any
proceeds will be available thereafter for distribution to the
stockholders of ISE Limited.


                        About ISE Limited

ISE Limited --- http://www.isecorp.com/-- is a developer,
manufacturer and distributor of Energy Storage Systems (ES
Systems) and Heavy Duty Hybrid-Electric Drive Systems (Hybrid
Systems).  Established in 1995, ISE is headquartered in San
Diego, California.  ISE's history of innovation and technological
leadership has resulted in the design and development of systems
and components that deliver superior operating performance.

ISE Ltd.'s operating subsidiary, ISE Corporation, filed a
voluntary petition to reorganize its business under Chapter 11 on
August 10 (Bankr. S.D. Calif. Case No. 10-14198).  Marc J.
Winthrop, Esq., at Winthrop Couchot Professional Corp.,
serves as counsel to the Debtor.  The Debtor estimated assets and
debts of $10 million to $50 million in its Chapter 11 petition.


JAYEL CORP: Won't Give Up Info., Now Wants Case Dismissed
---------------------------------------------------------
Jayel Corporation now wants the U.S. Bankruptcy Court for the
Western District of Arkansas to dismiss its Chapter 11 case.

Bankruptcy Judge Ben Barry on November 4 had rejected the request
of First National Bank of Fort Smith to dismiss the Debtor's
Chapter 11 case or in the alternative to convert it to a Chapter
7.

The Debtor relates that at the confirmation hearing, the Court
ruled that the Debtor would have 21 days from October 19th to
amend its petitions and schedules or the case would be dismissed.
The Debtor states that it will be unable to comply.  The Debtor
attempted to collect the necessary information; however, there are
some items the Debtor will be unable to provide in a timely
manner.  Furthermore, the Debtor is afraid of the detrimental
impact to the Debtor's business which would occur if the Debtor
had to provide a bankruptcy notification to all the tenants who
had security deposits at the time the case was filed.

                    About Jayel Corporation

Bentonville, Arkansas-based Jayel Corporation filed for Chapter 11
bankruptcy protection on March 5, 2010 (Bankr. W.D. Ark. Case No.
10-71120).  Donald A. Brady, Jr., Esq., at Blair & Brady Attorneys
At Law, represents the Debtor.  The Company disclosed $14,532,395
in assets and $9,317,149 in liabilities as of the Petition Date.


KANSAS CITY SOUTHERN: Moody's Raises Corp. Family Rating to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Kansas City
Southern, corporate family rating to Ba3 from B1, and Kansas City
Southern de Mexico S.A. de C.V., corporate family rating to B1
from B2.  The ratings outlook for both KCS and KCSM is positive.
At the same time, Moody's raised the debt ratings of The Kansas
City Southern Railway Company and Southern Capital Corporation and
maintained their positive outlooks.

The rating were raised in recognition of dramatically improved
operating results realized in 2010 at both KCSR, the U.S.
railroad, and Mexican railroad KCSM, and expectations that both
entities will continue to exhibit robust financial performance
over the next few years as demand will continue to grow in most
freight groups at the railroads in a robust pricing environment.
The ratings upgrades also reflect the important steps that KCS has
taken in re-financing a substantial amount of debt and improve its
debt maturity profile.

Both KCSR and KCSM have experienced a rebound in freight volume in
2010 at a faster pace than the rest of the Class I railroad
sector.  This has resulted in operating margins, returns, and cash
flow that are supportive of the ratings upgrades.  After dramatic
weakening in volume in 2009 owing to recessionary conditions that
severely impacted the railroad industry, KCSR and KCSM have seen
unexpectedly strong weekly volume rebounds of, on average, 10% and
25%, respectively throughout the year to October 2010.  This has
supported strong pricing growth in 2010 (approximately 6% year-
over-year), which the company expects to maintain going into 2011.
Because of these factors, both the U.S. and the Mexican railroads
have seen operating ratios drop well below 80% in 2010, and it is
expected that they will be able to sustain this measure going
forward.

Along with the rebound in operating performance, the company has
undertaken re-financing steps which have helped to reduce leverage
and improve its debt maturity profile.  In addition to the April
2010 $225 million public offering of KCS stock which was used
primarily to prepay high coupon KCSR and KCSM debt coming due
between 2012 and 2016, the company has recently announced a
planned tender for KCSM's 7-5/8% notes due 2013 and 12-1/2% notes
due 2016, to be financed through debt issued by KCSM.  Through
this program of re-financing, the company has been able to not
only reduce debt by almost $350 million during the year, but has
also materially improved its debt maturity schedule.  All 2012
maturities have been repaid, while 2013 maturities have been
reduced substantially.  Nevertheless, after the current
refinancing is completed, KCS will still face approximately
$450 million of maturities in 2013, suggesting the need for
continued re-financing efforts over the next two years.

Neither KCSR nor KCSM guarantees the other's debt, nor are the
obligations of KCSR and KCSM cross defaulted to each other.
Therefore, Moody's provides separate corporate family ratings for
both KCSM and KCS.

The positive outlooks for both KCS and KCSM reflect Moody's
expectations that the companies will continue to see steady
revenue growth over the near term at improving margins, which will
result in improved earnings and positive free cash flow over this
period.  This could result in credit metrics that are supportive
of higher ratings at both companies.  Moody's anticipates that
such an outcome could be achieved even under a slow macroeconomic
growth scenario in North America.

Ratings at KCS or KCSM could be upgraded if their respective
railroad operations were to show steady and sustained growth in
yield and volume the next 12-18 months without any material
deterioration in service metrics.  The railroads would have to
demonstrate a continuous track record of strong positive free cash
flow generation while maintaining capital investments at current
levels.  For KCS, operating ratios at its U.S. operations (KCSR
and U.S. guarantors) would need to remain consistently in the low-
70% range throughout the cycle to warrant upward rating
consideration, with Debt/EBITDA falling below 3.0 times and
EBIT/Interest above 3.5 times.  At KCSM, Debt/EBITDA of below 3.5
times and EBIT/Interest above 3.0 times would need to be
demonstrated for upward rating consideration.  A restoration of
more robust cash balances would also factor into a rating upgrade
at KCSM.  Ratings at KCS or KCSM could face downward revision if
operating conditions were to weaken to a point that either
railroad's Debt/EBITDA exceeds 4.0 times, if EBIT/Interest falls
below 2.0 times, or if deterioration in liquidity becomes a
constraint on either company's operating or investing activities.

Upgrades:

Issuer: Kansas City Southern

  -- Probability of Default Rating, Upgraded to Ba3 from B1

  -- Corporate Family Rating, Upgraded to Ba3 from B1

  -- Multiple Seniority Shelf, Upgraded to (P)B1, (P)B2 from
     (P)B2, (P)B3

Issuer: Kansas City Southern Railway Company (The)

  -- Multiple Seniority Shelf, Upgraded to (P)B1, (P)B2 from
     (P)B2, (P)B3

  -- Senior Secured Bank Credit Facility, Upgraded to Ba1 from Ba2

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1 from
     B2

Issuer: Kansas City Southern de Mexico, S.A. de C.V.

  -- Corporate Family Rating, Upgraded to B1 from B2

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

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1 from
     B2

Issuer: Southern Capital Corporation

  -- Senior Secured Equipment Trust, Upgraded to Ba1 from Ba2

The last rating action was on June 18, 2010, when Moody's changed
the ratings outlook for both KCS and KCSM to positive from stable.

Kansas City Southern operates a Class I railway in the central
U.S. and, through its wholly-owned subsidiary Kansas City Southern
de Mexico, S.A. de C.V., owns the concession to operate Mexico's
northeastern railroad.


KRATON POLYMERS: S&P Puts 'B+' Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed all its
ratings, including the 'B+' corporate credit rating, on Houston,
Texas-based Kraton Polymers LLC on CreditWatch with positive
implications.

The CreditWatch listing reflects S&P's expectation that improved
credit metrics could warrant a modestly higher rating after its
review of the company's operating prospects and industry trend
expectations.

"The CreditWatch listing also reflects S&P's view that Kraton is
likely to continue to benefit from favorable pricing trends and
volumes gains in the near term," said Standard & Poor's credit
analyst Henry Fukuchi.

If business conditions remain stable for the next few quarters and
profitability remains close to current levels, Kraton's financial
profile could support a higher rating.

The ratings on Kraton reflect the company's weak business risk
profile, which stems from its narrow focus on the styrenic block
copolymers market and vulnerability to raw material and demand
cycles.  These negative factors are balanced by the company's
ongoing efforts to maintain favorable pricing relative to raw
material market fluctuations, good geographic diversification,
improved operating efficiencies through various cost reductions,
and an improved financial profile.

S&P will resolve the CreditWatch listing after its review of
fourth-quarter results and business prospects for the next few
quarters.


LA JOLLA PHARMACEUTICAL: Posts $469,000 Net Loss in Q3 2010
-----------------------------------------------------------
La Jolla Pharmaceutical Company filed its quarterly report on Form
10-Q, reporting a net loss of $469,000 on zero revenue for the
three months ended Sept. 30, 2010, compared with a net loss of
$698,000 on no revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$7.43 million in total assets, $8.15 million in total liabilities,
all current, and $92,000 in convertible preferred stock, and a
stockholders' deficit of $806,000.

Ernst & Young LLP, in San Diego, 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 recurring operating losses, an
accumulated deficit of $424.3 million as of December 31, 2009, and
has no current source of revenues or financing.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ea9

                  About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.


LEHMAN BROTHERS: Asks for Nod to Enter Into Transactions
--------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
approval from the U.S. Bankruptcy Court for the Southern District
of New York to enter into hedging transactions.

The Debtors made the move to reduce or eliminate the risk
associated with fluctuations in currency exchange rates that
could cause the value of their foreign assets to deteriorate,
according to Lori Fife, Esq., at Weil Gotshal & Manges LLP, in
New York.

The Debtors' foreign assets, which include real estate assets and
private equity, involve transactions that are denominated in
foreign currencies and entitle the Debtors to receive future
payment in foreign currencies.  As a result, the value of the
foreign assets is subject to volatility in the foreign currency
exchange markets.

The Debtors' estimate that their total exposure to foreign
exchange risk in connection with their foreign assets is
approximately $1.8 billion as of June 30, 2010.

In connection with the hedging transactions, the Debtors propose
to implement a protocol governing the transactions.

Under the protocol, the Official Committee of Unsecured
Creditors' consent is required before the Debtors can enter into
any hedging transactions involving foreign assets whose value is
more than $75 million.  Below this threshold, the Creditors'
Committee will be provided a notice and an opportunity to object.

The Creditors' Committee will also be provided a notice of any
meeting where any hedging transactions will initially be
proposed, together with so-called "information package"
containing all relevant documentation and analyses.

As part of the transactions, the Debtors also seek a court ruling
authorizing them to post cash, property or other collateral and
to grant first priority liens on the collateral to secure their
obligations under the hedging transactions.

"The Debtors cannot engage in the necessary hedging transactions
without granting first priority liens on the collateral because
hedging counterparties will not enter into and will not accept
the risk associated with such transactions on an unsecured
basis," Ms. Fife says in court papers.

The Creditors' Committee has expressed support to the Debtors,
saying the proposed hedging transactions are well designed to
safeguard their foreign assets against the foreign exchange
risks.

The Court will consider approval of the Debtors' request at the
hearing scheduled for November 17, 2010.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Proposes Settlement with FNI, et al.
-----------------------------------------------------
Debtors LB Somerset LLC and LB Preferred Somerset LLC seek court
approval of an agreement to settle the claims of their joint
venture partner, Falls of Neuse Investments LLC.

FNI filed a $7.5 million claim against each of the Lehman units
for allegedly violating an agreement that was executed in
connection with their joint venture.  FNI also filed another $7.5
million claim against Lehman Brothers Holdings Inc.

Under the settlement deal, LB Somerset LLC and LB Preferred
agreed to drop their membership in the joint venture and sell
their stake in it for $150,000 to KBIA Somerset Investments LLC
and KBIA Preferred LLC.  In return, each of the $7.5 million
claims will be withdrawn and the Lehman units' obligations under
the agreement with FNI will be assumed by the KBIA entities.

The proposed settlement also calls for the dismissal of a lawsuit
FNI filed against the Lehman units in Delaware, which was stayed
following their bankruptcy filing late last year.

A full-text copy of the settlement agreement is available for
free at http://bankrupt.com/misc/LBHI_SettlementFNI.pdf

The settlement, if approved, would also relieve the Lehman units
from investing additional capital in the sum of $4.5 million in
the joint venture and from possible litigation with Somerset
Properties SPE LLC and LNR Partners Inc.

Somerset SPE is the owner of six office buildings and a parking
facility in Raleigh, North Carolina, in which the Lehman units
hold a stake.

The properties face possible foreclosure action from LNR
Partners, special servicer of the loans held by CSFB 2001-CP4
Bland Road LLC.  The loans, which are secured by the properties,
are reportedly in default.  As of June 30, 2010, about $29.5
million remained outstanding on the loans.

If LNR prevailed in its foreclosure action, the joint venture
would likely be rendered valueless because its only significant
asset is its membership interest in Somerset SPE whose only
valuable assets are its stake in the properties, according to
Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in New York.

Mr. Waisman adds that creditors would likely be deprived of any
meaningful recovery since the Lehman units' only assets are their
membership interests in the joint venture.

The Court will consider approval of the settlement at the hearing
scheduled for December 15, 2010.  Deadline for filing objections
is November 15, 2010.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Proposes to Assign Swap Agreements to SwapCo
-------------------------------------------------------------
Lehman Brothers Special Financing Inc. and Lehman Brothers
Financial Products Inc. seek court approval to assume and assign
their interests in swap agreements with a group of trusts.

The trusts include IMPAC Secured Assets Trust 2006-3, IMPAC
Secured Assets Trust 2007-3, First Franklin Mortgage Loan Trust
2006-FF8 and Harbourview CDO III Limited.

LBSF and LBFP propose to assume and assign their interests to
1271 SwapCo. Ltd., a company based in Cayman Islands.

SwapCo was formed solely to enter into swap deal as an
intermediary between Lehman Brothers Holdings Inc. or its
affiliated debtors and counterparties to the swap deal.  LBSF
holds all the residual economic interests in SwapCo.

Under the proposed transaction, LBSF and LBFP will be released of
their obligations under the swap agreements.  Meanwhile, LBHI's
obligations including its role as guarantor or credit support
provider won't be assumed.  Deutsche Bank AG will guarantee the
payment of SwapCo to the trusts under the swap agreements.

As condition to the assignment, each trust will be required to
make payments owed either to LBSF or LBFP upon assumption of the
swap agreements.

LBSF or LBFP will receive payment of $75,047,655 from IMPAC
Secured Assets Trust 2006-3; $17,931,999 from IMPAC Secured
Assets Trust 2007-3; and $7,712,971 from Harbourview.  First
Franklin will return to LBSF $7,173,160 worth of its collateral.

To effect the assumption and assignment, novation agreements will
be executed by SwapCo, LBSF, LBFP and the trusts.

A list of the swap agreements to be assumed and assigned is
available without charge at:

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

LBSF and LBFP also ask the Court for approval to reach new swap
agreements with SwapCo and interest rate cap agreements with
Deutsche Bank AG, and to pay the bank a fee at the market rate
for those transactions.  The fee for each transaction will have
to be approved by the Official Committee of Unsecured Creditors.

The Court will consider approval of the requests at the hearing
scheduled for December 15, 2010.  Deadline for filing objections
is December 8, 2010.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBSF Wants to Sell Stake in Libro Companhia
------------------------------------------------------------
Lehman Brothers Special Financing Inc. asks the Court to approve
the sale of its debt and equity interest in Libro Companhia
Securitizadora de Creditos Financeiros.

Libro is a Brazil-based company formed to invest in fixed income
and distressed assets in the Latin country.  LBSF and a non-
debtor affiliate LBI Group Inc. own all outstanding equity of
Libro and certain notes it issued.

LBSF and LBI Group propose to sell their debt and equity interest
to Jive Investments Holding Ltd. for BRL27 million or more than
US$15.8 million, of which about BRL6,241,700 will go to LBSF.
LBSF will also get an additional BRL15,047,200 to be paid by LBI
Group from its share of the purchase price.

Under the deal, Jive Investments will assume the obligations and
liabilities of LBSF and LBI Group.  It will be paid 2% of the
purchase price or approximately BRL540,000 as break-up fee if the
deal does not push through and the sellers accept a better sale
proposal.  It will also be reimbursed up to US$50,000 for its
expenses if the sale is not completed by March 31, 2011.

The deal is formalized in a 51-page agreement, a copy of which is
available at http://bankrupt.com/misc/LBHI_JIHAgreement.pdf

Libro currently does not have employees and ongoing business.  As
of October 30, 2010, its only assets are three portfolios of
fixed income and distressed assets, more than BRL31.1 million in
cash, and a real property worth more than BRL7.3 million,
according to court papers.

The Court will consider approval of the proposed sale at the
hearing scheduled for November 22, 2010.  Deadline for filing
objections is December 1, 2010.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Amends Archstone Loan Restructuring Terms
----------------------------------------------------------
Lehman Brothers Holdings Inc. asks the Bankruptcy Court to approve
an amendment to the terms governing the restructuring of
investments made in Archstone-Smith Trust.

The amendment provides for the conversion of certain corporate
loans made to Archstone into new equity interests instead of into
a new fully-funded term loan.

The initial terms of the restructuring, which was approved by the
Court on May 25, 2010, provides for the conversion to new equity
interests of the $5.2 billion loan provided by LBHI's affiliates,
Bank of America and Barclays Capital Real Estate Inc. to finance
the buyout of Archstone.  The terms also provide that the
corporate loans, which have an aggregate principal amount of $237
million, would have remained outstanding as a new fully-funded
term loan.

LBHI, Bank of America and Barclays Capital are still negotiating
the restructuring and, thus, its terms are not yet final,
according to Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in
New York.

A definitive agreement on the terms of the restructuring will
require final approval by Barclays Capital and Bank of America.
LBHI and its affiliated debtors will not proceed with the
restructuring without the final approval, Mr. Waisman says.

In a declaration, Jeffrey Fitts, co-head of LBHI's real estate
group, says the changes made to the restructuring provide the
best framework for protecting and maximizing the value of the
investments made in Archstone and that they are immaterial in the
context of the overall value of the restructuring.

"Once effectuated, the restructuring, as modified, will further
reduce the leverage of the capital structure of Archstone by an
additional amount of approximately $237 million for a total
reduction of approximately $5.4 billion by effect of the equity
conversion," Mr. Fitts says.

The proposed changes to the restructuring drew support from the
Official Committee of Unsecured Creditors.  It asks the Court to
approve the proposed changes so long as they won't adversely
affect the Debtors' claims or interests with respect to
Archstone.

The Court will hold a hearing on November 17, 2010, to consider
approval of the proposed amendment.  Deadline for filing
objections is November 15, 2010.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: SIPA Trustee Sends Probe Report for May-Oct.
-------------------------------------------------------------
James Giddens, the trustee for Lehman Brothers Inc.'s SIPA
proceeding, submitted with the Court a State of the Estate
presentation.  The presentation, according to the LBI Trustee,
was filed in concurrence with the interim investigation report he
submitted on October 26.

The LBI Trustee said he has addressed 125,000 customer claims
seeking return of more than $180 billion.  Specifically, the LBI
Trustee presented this table showing the customer claims process:

                                                   Total Amount
                                   No. of Claims  (in millions)
                                   -------------  -------------
Total Customer Claims                  124,977      $180,385.8
Claims Resolved by transfers
  to Barclays                          72,527       $43,249.3
Claims Resolved by transfers
  to Neuberger Berman                  38,106       $45,566.7
Claims Resolved through Trustee's
  Prime Brokerage Protocol                287        $3,485.3
Claims Determined through the
  Claims Process                       14,057       $88,084.5

Total Customer Claims closed
  through the Claims Process           10,496       $47,612.7
Claims Allowed                             837        $9,476.4
Claims Reclassified as General
  Creditor Claims                       2,784       $10,457.3
Claims Denied                            6,875       $27,679.0
Total Unresolved Customer Claims         3,561       $40,471.8

The LBI Trustee disclosed that as of September 30, 2010, LBI's
assets under his control totals $20.640 billion, composed of
$2.226 billion of total cash and cash equivalents and $18.414
billion of total securities.

A full-text copy of the State of the Estate, dated October 28, is
available for free at http://bankrupt.com/misc/lbisote102810.pdf

                 Trustee Files Corrected Chart

The LBI Trustee filed a corrected version of the chart entitled
"Claims Determined Through the Claims Process" contained in his
interim report for the period from May 11 to October 26, 2010.

A copy of the Chart is available for free at:

          http://bankrupt.com/misc/LhmSIPA4thChrt.pdf

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LIFECARE HOLDINGS: Posts $1.7 Million Net Loss in Q3 2010
---------------------------------------------------------
LifeCare Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.7 million on $85.5 million of
revenue for the three months ended September 30, 2010, compared
with a net loss of $1.5 million on $84.3 million of revenue for
the same period last year.

The Company's balance sheet at September 30, 2010, showed
$472.5 million in total assets, $482.1 million in total
liabilities, and a stockholders' deficit of $9.6 million.

The Company says in the filing that it is are required to comply
on a quarterly basis with certain financial and other covenants
under its senior secured credit facility, including an interest
coverage ratio test and a maximum leverage ratio test.  The
Company is currently in compliance with the covenants under its
senior secured credit facility for the four quarter period ended
September 30, 2010.

"Based upon our current projections, we believe that it is
probable that we will not be able to comply with certain financial
covenants under our senior secured credit facility during the next
twelve months."

"In the event we are unable to comply with the covenants under our
senior secured credit facility, an event of default may occur.  If
we are unable to exercise a cure right or obtain waivers or
amendments to cure such event of default, the lenders would be
entitled to take various actions, including the acceleration of
amounts due under our senior secured credit facility, terminating
our access to our revolving credit facility and all actions
permitted to be taken by a secured creditor.  Acceleration under
our senior secured credit facility would further create a cross-
default under our senior subordinated notes indenture.  Such an
acceleration would have a material adverse effect on our financial
position, results of operations and cash flow and raise
substantial doubt about our 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?6ebb

                      About LifeCare Holdings

Plano, Tex.-based LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- operates 19 hospitals
located in nine states, consisting of eight "hospital within a
hospital" facilities (27% of beds) and 11 freestanding facilities
(73% of beds).  Through these 19 long-term acute care hospitals,
the Company operates a total of 1,057 licensed beds and employ
approximately 3,200 people, the majority of whom are registered or
licensed nurses and respiratory therapists.  Additionally, the
Company holds a 50% investment in a joint venture for a 51-bed
LTAC hospital located in Muskegon, Michigan.

LifeCare Holdings, Inc., carries Moody's Investors Service's
"Caa1" corporate family and probability of default ratings.  The
outlook remains negative.


LITHIUM TECHNOLOGY: Nets $2 Million from Sale of Stock
------------------------------------------------------
Lithium Technology Corporation has closed a $2,000,000 common
stock financing with a strategic investor in a private placement.
The investor purchased a total of 83,333,333 shares of LTC common
stock.  The proceeds will be used for working capital.

LTC has also entered into a letter of intent with this investor
which provides for a series of strategic transactions as well as
additional financing.  The intention is that this initial
financing will be followed by these additional strategic
transactions in the near term.

Pursuant to the proposed strategic transactions, LTC would
deliver 15,000 cells as part of a development program of electric
vehicles.  An automotive OEM supplier is expected to be involved
in the follow-on transaction as well.   The proposed strategic
transaction would also include a multi-year agreement for the
collaboration on large volume battery systems for motive
applications.

"We are excited about this strategic opportunity," said Theo
Kremers, CEO of LTC.  "The collaboration will give us access to
the large automotive market as well as the ability to meet the
requirements and regulations for this market."  Mr. Kremers also
said, "The quality of our large format cylindrical cells
manufactured in Nordhausen clearly shows LTC's ability to meet the
demands of the highly competitive automotive market".

The strategic transaction is subject to completion of definitive
agreements and requisite approvals.  The closing is expected to
take place by year end.

                     About Lithium Technology

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

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

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

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


LOCATEPLUS HOLDINGS: Earns $25,480 in September 30 Quarter
----------------------------------------------------------
LocatePLUS Holdings Corporation filed its quarterly report on Form
10-Q, reporting net income of $25,480 on $1.9 million of revenue
for the three months ended September 30, 2010, compared with a net
loss of $167,225 on $1.8 million of revenue for the same period
last year.

The Company has sustained net losses of $639,916 and $2.8 million
for the fiscal periods ended September 30, 2010, and December 31,
2009, respectively.  The Company has an accumulated deficit of
$53.9 million, a stockholders' deficit of $9.0 million and a
working capital deficit of $6.3 million at September 30, 2010.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.

The Company's balance sheet at September 30, 2010, showed
$2.5 million in total assets, $11.5 million in total liabilities,
and a stockholders' deficit of $9.0 million.

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

               http://researcharchives.com/t/s?6eb5

                    About LocatePLUS Holdings

Beverly, Mass.-based LocatePLUS Holdings Corporation, through
itself and its wholly-owned subsidiaries LocatePLUS Corporation,
Worldwide Information, Inc., Entersect Corporation, Dataphant,
Inc., and Employment Screening Profiles, Inc. are business-to-
business, business-to-government and business-to-consumer
providers of public information via its proprietary data
integration solutions.


LOVELL KING: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Lovell King, II
               Connie Z. King
               2747 Anointed Place
               Nanjemoy, MD 20662

Bankruptcy Case No.: 10-35773

Chapter 11 Petition Date: November 11, 2010

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Kimberly D. Marshall, Esq.
                  603 Post Office Road, Suite 209
                  Waldorf, MD 20602
                  Tel: (301) 893-2311
                  Fax: (301) 893-0392
                  E-mail: somdbankruptcy@aol.com

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

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

A list of the Joint Debtors' 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-35773.pdf


MARIAH RE: S&P Assigns 'B' Rating to Note Issuances
---------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'B(sf)' rating to the notes issued by Mariah Re Ltd.

The notes cover losses in the covered area resulting from severe
thunderstorms.  Losses will be calculated on an annual aggregate
basis.  Mariah Re is a special-purpose Cayman Islands exempted
company licensed as a Class B insurer in the Cayman Islands.
Wilmington Trust (Cayman) Ltd., as share trustee, holds all of
Mariah Re's issued and outstanding shares in trust for charitable
or similar purposes.

The cedent is American Family Mutual Insurance Co. on behalf of
itself and its affiliates.  Standard & Poor's does not maintain an
interactive rating on AmFam.  However, because covered losses are
linked to industry losses as calculated by the Property Claim
Services, there is no reliance on AmFam's underwriting and claims-
processing capabilities.  In addition, AmFam will prepay the
reinsurance premium quarterly for the upcoming accrual period for
the tenor of the transaction, which mitigates any credit exposure
noteholders would have to it.

                           Ratings List

                            New Rating

                          Mariah Re Ltd.

               Notes issue                    B(sf)


MARSHALL & ILSLEY: Moody's Reviews Ratings on Various Debt
----------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the debt ratings of Marshall & Ilsley Corporation
(senior debt at Baa1).  At the same time, Moody's placed M&I's
subsidiaries under review for possible downgrade, including its
lead bank, M&I Marshall & Ilsley Bank (bank financial strength at
C, long-term deposits at A3).  The holding company's Prime-2
short-term rating was also placed on review for possible
downgrade.  However, the Prime-2 short-term ratings at M&I's
banking subsidiaries were affirmed.

The review will focus on the impact of the ongoing weakness in
M&I's real estate portfolios, both commercial and residential.
Moody's notes that M&I has reported eight consecutive quarterly
losses, driven by very elevated loan loss provisioning tied to
real estate loans.  Although M&I's current capital position is
good and was boosted by significant common equity issuance in
2009, its capital metrics have fallen behind those of many
similarly-rated peers, most of which have already returned to
profitability.

Nonetheless, the rating agency added that M&I's nonperforming
assets have declined for five consecutive quarters and are down
27% from their peak in the summer of 2009.  That trend, as well as
the positive trend in M&I's delinquencies, suggests that although
near-term credit costs could remain elevated, they are likely to
shrink over the long-term absent more significant housing market
deterioration.  However, in the event that M&I does not return to
profitability over the next several quarters, its capital position
could fall further behind those of its peers.  In addition,
Moody's would become more concerned that a valuation allowance
could be set up against M&I's sizable deferred tax asset.

Moody's noted that M&I's long-term ratings may move down by up to
two notches, though that outcome is less likely.  Nonetheless, in
that scenario, M&I's holding company Prime-2 rating would be
downgraded to Prime-3, and it was therefore placed on review for
possible downgrade.

Notwithstanding the review, Moody's noted that M&I's ratings
continue to be supported by its franchise strengths, specifically
its large direct banking business in its home state of Wisconsin
and its ample liquidity profile.

Moody's last rating action on M&I was on December 4, 2009 when its
ratings were downgraded by one notch.

On Review for Possible Downgrade:

Issuer: M&I Bank FSB

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Downgrade, currently C

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently A3

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Downgrade, currently A3

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Downgrade, currently A3

Issuer: M&I Capital Trust C

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)Baa3

Issuer: M&I Capital Trust D

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)Baa3

Issuer: M&I Captial Trust E

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)Baa3

Issuer: M&I LLC

  -- Multiple Seniority Medium-Term Note Program, Placed on Review
     for Possible Downgrade, currently (P)Baa2, (P)Baa1

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Downgrade, currently a range of (P)Ba1 to (P)Baa1

  -- Senior Unsecured Medium-Term Note Program, Placed on Review
     for Possible Downgrade, currently (P)Baa1

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Baa1

Issuer: M&I Marshall & Ilsley Bank

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Downgrade, currently C

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently A3

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Downgrade, currently A3

  -- Multiple Seniority Bank Note Program, Placed on Review for
     Possible Downgrade, currently Baa1, A3

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Baa1

  -- Senior Subordinated Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Baa1

  -- Senior Unsecured Deposit Note/Takedown, Placed on Review for
     Possible Downgrade, currently A3

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A3

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Downgrade, currently A3

Issuer: M&I Marshall & Ilsley Investment II Corp.

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently Baa3

Issuer: Marshall & Ilsley Corporation

  -- Multiple Seniority Medium-Term Note Program, Placed on Review
     for Possible Downgrade, currently (P)Baa2, (P)Baa1

  -- Senior Unsecured Commercial Paper, Placed on Review for
     Possible Downgrade, currently P-2

  -- Senior Unsecured Medium-Term Note Program, Placed on Review
     for Possible Downgrade, currently (P)Baa1

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Baa1

Outlook Actions:

Issuer: M&I Bank FSB

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: M&I Capital Trust C

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: M&I Capital Trust D

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: M&I Captial Trust E

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: M&I LLC

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: M&I Marshall & Ilsley Bank

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: M&I Marshall & Ilsley Investment II Corp.

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Marshall & Ilsley Corporation

  -- Outlook, Changed To Rating Under Review From Negative

Marshall & Ilsley Corporation, headquartered in Milwaukee,
Wisconsin, reported assets of $52 billion at September 30, 2010.


MARSICO HOLDINGS: S&P Assigns 'CCC+' Counterparty Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'CCC+'
counterparty credit rating to Marsico Holdings LLC and its 'CCC-'
rating to its $600 million senior subordinated notes due 2020.
S&P has withdrawn the D rating on the $600 million senior
subordinated notes due 2016 originally issued by Marsico Parent
Co. LLC, as these notes have been exchanged for the new notes that
Marsico Holdings LLC issued.  The 'CCC+' rating on the $1 billion
senior secured term loan due December 2014 was not affected by the
debt restructuring, although Marsico Holdings LLC is now the
designated borrower and has effectively assumed all repayment
responsibilities from Marsico Parent Co. LLC.  Consequently, S&P
has withdrawn its 'SD' counterparty credit rating on Marsico
Parent Co. LLC.

The rating on Marsico Holdings LLC factors the high degree of
business and financial risks at this boutique asset manager.  On
the financial side, the recently completed debt restructuring
gives Marsico some wiggle room with respect to servicing the
$600 million 10.625% senior subordinated notes, because the
maturity has been extended four years to 2020 and periodic cash
interest expense is a function of the available cash generated
from fundamental operations during the quarter.  Specifically, if
available cash generated during the quarter is below certain
thresholds, interest may be capitalized (i.e., paid-in-kind).  The
aggregate amount of debt at Marsico Holdings LLC, after the debt
exchange, is about $1.6 billion.  S&P views this amount to be very
large relative to AUM, which totaled $47 billion as of Sept. 30,
2010.

S&P believes that at the current level of AUM, Marsico's ability
to service its debt remains weak.  Marsico continues to suffer
from net redemptions because growth equities, the company's asset-
management specialty, have fallen out of favor with investors.
S&P estimate that at the current AUM level, debt-to-EBITDA is
10.0x and EBITDA interest coverage is about 1.2x.  S&P considers
these credit metrics to be very weak on an absolute basis, but
otherwise consistent with the ratings.

"In addition to the high degree of financial risk, S&P also
believe that there is a high degree of business risk at Marsico.
As a growth stock asset manager, the company is particularly
vulnerable to vacillating stock prices.  It has an undiversified
business model and portfolios may be concentrated in relatively
few stocks," said Standard & Poor's credit analyst Charles Rauch.

There is key man risk because Tom Marsico, founder and CEO, is
also the chief investment officer and co-portfolio manager for the
two flagship mutual funds.  Positively, the firm's distribution
capabilities are adequately diversified among proprietary mutual
funds, sub-advisory funds, wrap accounts, and institutional
accounts.

The stable outlook incorporates S&P's base case scenario that AUM
will be flat in 2011 and financial performance remains weak.  If
AUM were to retreat significantly from current levels, due to a
pick-up in net redemptions and/or market depreciation, Marsico
would not have to pay cash interest on the senior subordinated
notes due 2020.  Nonetheless, its ability to service cash interest
and mandatory amortization on the senior secured term loan due
2014 would be impaired and S&P could lower the ratings.
Alternatively under a more favorable scenario in which AUM grows
significantly from current levels, S&P still does not foresee
Marsico generating enough cash flow from operations to fully repay
unamortized principal on the senior secured term loan when it
comes due in December 2014.  Therefore, S&P sees little upgrade
potential at this time.


MEDIACOM COMMS: Ratings Could Come Under Pressure, Moody's Says
---------------------------------------------------------------
Moody's Investors Service said Mediacom Communications
Corporation's ratings could come under pressure if the proposed
transaction to go private as announced, the second following an
initial offer of May 31, 2010, comes to fruition.

The last rating action for Mediacom was on April 15, 2010, when
Moody's assigned Ba3 ratings for new bank credit facilities of
subsidiaries Mediacom LLC and Mediacom Broadband, LLC.

Mediacom Communications Corporation, through its operating
subsidiaries, is a domestic cable multiple system operator serving
approximately 1.2 million basic video subscribers in a wide
variety of small- to mid-sized markets.  Mediacom generated
approximately $1.5 billion in revenue over the twelve month period
ended 9/30/10.  The company maintains its headquarters in
Middletown, New York.


MEDIACOM COMMS: S&P Puts 'B+' Rating on Negative Watch
------------------------------------------------------
Standard & Poor's Ratings Services said it placed all its ratings,
including its 'B+' corporate credit rating and all issue-level
ratings, on Middletown, N.Y.-based cable TV operator Mediacom
Communications Corp. on CreditWatch with negative implications.

The rating action follows Mediacom's announcement that it had
reached a definitive agreement under which its chairman, CEO, and
founder Rocco Commisso would acquire the remaining stock in the
company not owned by him for $8.75 per share in cash --
approximately $360 million.  This represents an increase from an
earlier take-private offer of $6 per share.

The transaction is subject to approval by holders of a majority of
Mediacom's class A shares not owned by Mr. Commisso, as well as
the receipt of financing to pay for the all-cash offer.

If this transaction were to be funded entirely with debt, S&P
estimates that leverage would increase to nearly 7.0x, including
S&P's adjustments from about 6.3x at the end of Sept. 30, 2010.

"S&P is placing the ratings on CreditWatch with negative
implications to reflect the potential increase in leverage and
uncertainty about the company's financial policy if the
transaction is completed," said Standard & Poor's credit analyst
Naveen Sarma.  S&P will also assess the terms, conditions, and
maturity structure of any new financing as well as the impact on
the company's liquidity position, which S&P currently view as
strong under its criteria.


MEDICAL CONNECTIONS: Posts $1.2 Million Net Loss in Q3 2010
-----------------------------------------------------------
Medical Connections Holdings, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $1.2 million on $2.3 million of
revenue for the three months ended September 30, 2010, compared
with a net loss of $1.9 million on $1.6 million of revenue for the
same period last year.

The Company's balance sheet at September 30, 2010, showed
$2.8 million in total assets, $653,473 in total liabilities, and
stockholders' equity of $2.2 million.

As reported in the Troubled Company Reporter on April 7, 2010,
De Meo, Young, McGrath, CPA, in Fort Lauderdale, 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 of the Company's dependence on outside
financing, lack of sufficient working capital, and recurring
losses from operations.

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

               http://researcharchives.com/t/s?6eb4

Boca Raton, Fla.-based Medical Connections Holdings, Inc. provides
medical recruitment and staffing services.


METALDYNE CORP: Atlas Acted as Advisor in New Castle Facility Sale
------------------------------------------------------------------
Atlas Partners, LLC, acted as real estate advisor to Robert D.
Katz, of Executive Sounding Board Associates Inc., Liquidating
Trustee for OldCo M Distribution Trust, in the sale of the former
Metaldyne Corp. facility in New Castle, Indiana.  Atlas marketed
and sold a 983,000 square foot industrial property located on 89
acres.

Metaldyne Corp. was a global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain applications including engine, transmission/transfer
case, driveline, and noise and vibration control products to the
motor vehicle industry.

Metaldyne and its affiliates filed for Chapter 11 protection on
May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412).  The filing did
not include the company's non-U.S. entities or operations.
Richard H. Engman, Esq., at Jones Day represented the Debtors in
their restructuring.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP served as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  A committee of Metaldyne creditors was represented
by Mark D. Silverschotz, Esq., and Kurt F. Gwynne, Esq., at Reed
Smith LLP, and the committee tapped Huron Consulting Services,
LLC, as its financial advisor.  For the fiscal year ended
March 29, 2009, the company recorded annual revenues of
approximately US$1.32 billion.  As of March 29, 2009, utilizing
book values, the Company had assets of US$977 million and
liabilities of $927 million.

Judge Glenn approved the sale of substantially all assets to
Carlyle Group in Nov. 2009 for approximately $496.5 million, and
confirmed the Debtors' liquidating Chapter 11 plan on Feb. 23,
2010.  Under the terms of the confirmed liquidation plan, Oldco M
Distribution Trust is the post-confirmation entity charged with
prosecuting all claim objections and distributing all plan assets
pursuant to the terms of the plan.  The Trust is represented by
Kimberly E.C. Lawson, Esq., at Reed Smith LLP, in Wilmington, Del.


METRO-GOLDWYN-MAYER: Proposes to Pay $2.9MM in Shipping Charges
---------------------------------------------------------------
Metro-Goldwyn-Mayer Studios Inc. and its affiliates seek court
approval to pay about $2.91 million for prepetition shipping,
storage and laboratory charges.

As of November 3, 2010, the Debtors owe as much as $375,000 to
storage facilities; $35,000 to shippers; and $2.5 million to
Deluxe Laboratories Inc. and other firms for laboratory services.

Deluxe provides technical services and maintains the Debtors'
film and television library under a 2009 agreement.

Jay Goffman, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York, says many of the Debtors' service providers would
likely assert liens on materials in their custody and refuse to
return those materials if their pre-bankruptcy claims are not
paid.

"The value of these materials generally exceeds the amount of the
outstanding claims and, thus, the Debtors believe that most of
the vendors will ultimately be entitled to be paid in full for
their prepetition claims," Mr. Goffman says in court papers.

In connection with the proposed payment, the Debtors also ask the
Court to authorize banks and other financial institutions to
process and honor checks presented for payment as well as
requests for electronic payment.

                 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: Taps Ordinary Course Professionals
-------------------------------------------------------
Metro-Goldwyn-Mayer Studios Inc. and its affiliates sought and
obtained court approval to employ professionals utilized in the
ordinary course of business effective November 3, 2010.

The Debtors intend to hire more than 100 OCPs without applying
separately for the employment of each professional.  The OCPs
will not play central roles in the administration of the Debtors'
bankruptcy cases, according to Jay Goffman, Esq., at Skadden Arps
Slate Meagher & Flom LLP, in New York.

In connection with the OCP's employment, the Debtors were
authorized to pay, without formal application, 100% of the OCP's
interim fees and disbursements upon submission by the OCPs of an
invoice to the Debtors, provided those fees do not exceed $50,000
or $100,000 per month for each OCP for the duration of the
bankruptcy cases.

The OCPs that will receive a monthly fee of up to $100,000 are:

  OCPs                        Service Provided
------                       ----------------
Advisors LLP                 Real Estate Counsel

Gibson Dunn & Crutcher LLP   Corporate Counsel

Kendall Brill & Klieger LLP  Litigation Counsel

Loeb & Loeb LLP              Intellectual Property,
                              Litigation, Music Clearance
                              & Corporate Counsel

O'Melveny & Myers LLP        Litigation and Corporate Counsel,
                              Domestic and International
                              Television Licensing and
                              Networks Counsel

Proskauer Rose LLP           Television Licensing and
                              Networks Counsel

Glaser, Weil, Fink, Jacobs   Litigation Counsel
   Howard & Shapiro LLP       Real Estate Counsel

A list of the OCPs that will receive a monthly fee of up to
$50,000 is available for free at:

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

If the Debtors reach an agreement with the U.S. Trustee for
higher monthly fee caps, the agreement must be evidenced by the
filing of a notice of increased cap amount.  The increased cap
amount will be deemed approved upon the filing of the notice
without further action of the Court.

In the absence of an agreement, the monthly fee caps will be
enforced, subject to the right of the Debtors to file a motion to
increase the amount.  If an OCP seeks fees in excess of the
monthly caps and no agreement is reached, the excess fees will be
subject to court approval.

In case an OCP seeks fees in excess of $500,000 during the
duration of the bankruptcy cases, that OCP must seek retention
under Sections 327 and 328 of the Bankruptcy Code.

In lieu of an employment application, the OCPs were required by
the Court to file and serve a verified statement pursuant to
Bankruptcy Rule 2014.

                 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: Applies for Klee as Bankruptcy Co-Counsel
--------------------------------------------------------------
Metro-Goldwyn-Mayer Studios Inc. and its affiliates have filed an
application with the Court to employ Klee, Tuchin, Bogdanoff &
Stern LLP as their bankrupty co-counsel effective November 3,
2010.

The Debtors selected Klee Tuchin because of the firm's extensive
experience and knowledge of the Chapter 11 bankruptcy process.
The firm is also familiar with the Debtors' business and
financial affairs, according to court papers.

As bankruptcy counsel, Klee Tuchin will be tasked to render these
services:

  (1) provide legal advice with respect to the Debtors' powers
      and duties as debtors-in-possession in the continued
      operation of their businesses and management of their
      properties;

  (2) prepare legal papers on behalf of the Debtors;

  (3) appear in Court on behalf of the Debtors; and

  (4) prepare and pursue confirmation of a plan and approval of
      a disclosure statement or sale of the Debtors' assets.

Klee Tuchin will be paid for its services on an hourly basis and
will be reimbursed for its expenses.  The firm's hourly rates
are:

    Professionals           Hourly Rates
    -------------           ------------
    Partners & Of-Counsel     $550-975
    Associates                $375-490
    Paralegals                    $250
    Law Clerks                    $170

Kenneth Klee, Esq., a partner at Klee Tuchin, assures the Court
that the firm does not hold or represent any interest adverse to
the Debtors' estates and is a "disinterested person" under
Section 101(14) of the Bankruptcy Code.

                 About Metro-Goldwyn-Mayer Studios

Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/--
-- is actively engaged in the worldwide production and
distribution of motion pictures, television programming, home
video, interactive media, music, and licensed merchandise. The
company owns the world's largest library of modern films,
comprising around 4,100 titles. Operating units include Metro-
Goldwyn-Mayer Studios Inc., Metro-Goldwyn-Mayer Pictures Inc.,
United Artists Films Inc., MGM Television Entertainment Inc., MGM
Networks Inc., MGM Distribution Co., MGM International Television
Distribution Inc., Metro-Goldwyn-Mayer Home Entertainment LLC, MGM
ON STAGE, MGM Music, MGM Consumer Products and MGM Interactive. In
addition, MGM has ownership interests in domestic and
international TV channels reaching over 130 countries.

As of September 30, 2010, the Debtors' unaudited consolidated
financial statements, as prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements, included $2,673,772,000 in total assets and
$3,451,493,000 in total liabilities

Excluding certain adjustments made by the Company in accordance
with GAAP, the Debtors' total outstanding liabilities would be
$5,766,721,000, which includes the total face value of outstanding
principal and accrued, but unpaid, interest under the Credit
Agreement and interest rate swap agreements.

Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774),
to seek confirmation of their "pre-packaged" plan of
reorganization.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, serves as bankruptcy counsel to the Debtors.  Klee,
Tuchin, Bogdanoff & Stern LLP is the legal counsel.  Moelis &
Company is the financial advisor.  Donlin Recano & Company, Inc.,
is the claims and notice agent.  CAIR Management, LLC, Stephen F.
Cooper, and Zolfo Cooper Management LLC, is the Debtors'
management service providers.

Bankruptcy Creditors' Service, Inc., publishes METRO-GOLDWYN-MAYER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Metro-Goldwyn-Mayer Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


METRO-GOLDWYN-MAYER: Gets Nod for Donlin Recano as Claims Agent
---------------------------------------------------------------
Metro-Goldwyn-Mayer Studios Inc. and its affiliates sought and
obtained court approval to employ Donlin, Recano & Company Inc. as
their claims and noticing agent effective November 3, 2010.

As claims and noticing agent, Donlin will be responsible for the
distribution of notices and the maintenance, processing and
docketing of proofs of claim filed in the Debtors' Chapter 11
cases.  Specifically, the firm will be tasked to provide these
services:

  (1) notify all potential creditors of the filing of the
      Debtors' bankruptcy petitions and, if applicable, of the
      setting of the date for the first meeting of creditors;

  (2) maintain an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs;

  (3) notify all potential creditors about their claims based on
      the Debtors' books and records, and schedules;

  (4) furnish a notice of the last day for the filing of proofs
      of claim and a form for the filing of a proof of claim;

  (5) maintain a post office box for receiving proofs of claim;

  (6) for all notices, file with the Clerk an affidavit or
      certificate of service which includes a copy of the
      notice, a list of entities to which it was mailed and the
      date mailed, within seven days of service;

  (7) docket any claims received by the Clerk's Office, maintain
      the official claims register for each Debtor on behalf of
      the Clerk and, upon the Clerk's request, provide a
      certified duplicate unofficial claims register;

  (8) specify in the claims register, these pieces of
      information for each claim docketed: (i) the claim number
      assigned, (ii) the date received, (iii) the name and
      address of the claimant and agent, if applicable, that
      filed the claim, (iv) the filed amount of the claim, if
      liquidated, and (v) the asserted classification of the
      claim according to the proof of claim;

  (9) record any transfers of claims and provide any notices of
      those transfers;

(10) relocate, by messenger, any court-filed proofs of claim to
      the offices of Donlin not less than weekly; and

(11) upon completion of the docketing process for all proofs of
      claim received to date for each case, turn over to the
      Clerk copies of the claims registers.

Donlin may also provide other services like assisting the Debtors
in gathering the data needed to prepare their schedules and
statements, according to Stephen Cooper, a member of MGM Studios'
Office of the Chief Executive Officer.

Prior to the Debtors' bankruptcy filing, Donlin provided services
in connection with the solicitation of votes for their
restructuring plan.  For those services, the firm received
advance payment in the form of a $50,000 retainer.

The Debtors will reimburse the firm for its expenses and will pay
the firm's professionals for their consulting services at these
hourly rates:

  Professionals                       Hourly Rates
  -------------                       ------------
  Clerical                              $34 - $51
  Case Manager (Level l)              $106 - $149
  Case Manager (Level 2)              $157 - $187
  Senior Case Manager                 $191 - $234
  Senior Consultant                          $250
  Technology/Programming Consultant   $119 - $161

Donlin Chief Executive Louis Recano assured the Court that his
firm does not hold or represent interest adverse to the Debtors'
estates and that it is a "disinterested person" under Section
101(14) of the Bankruptcy Code.

                 About Metro-Goldwyn-Mayer Studios

Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/--
-- is actively engaged in the worldwide production and
distribution of motion pictures, television programming, home
video, interactive media, music, and licensed merchandise. The
company owns the world's largest library of modern films,
comprising around 4,100 titles. Operating units include Metro-
Goldwyn-Mayer Studios Inc., Metro-Goldwyn-Mayer Pictures Inc.,
United Artists Films Inc., MGM Television Entertainment Inc., MGM
Networks Inc., MGM Distribution Co., MGM International Television
Distribution Inc., Metro-Goldwyn-Mayer Home Entertainment LLC, MGM
ON STAGE, MGM Music, MGM Consumer Products and MGM Interactive. In
addition, MGM has ownership interests in domestic and
international TV channels reaching over 130 countries.

As of September 30, 2010, the Debtors' unaudited consolidated
financial statements, as prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements, included $2,673,772,000 in total assets and
$3,451,493,000 in total liabilities

Excluding certain adjustments made by the Company in accordance
with GAAP, the Debtors' total outstanding liabilities would be
$5,766,721,000, which includes the total face value of outstanding
principal and accrued, but unpaid, interest under the Credit
Agreement and interest rate swap agreements.

Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774),
to seek confirmation of their "pre-packaged" plan of
reorganization.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, serves as bankruptcy counsel to the Debtors.  Klee,
Tuchin, Bogdanoff & Stern LLP is the legal counsel.  Moelis &
Company is the financial advisor.  Donlin Recano & Company, Inc.,
is the claims and notice agent.  CAIR Management, LLC, Stephen F.
Cooper, and Zolfo Cooper Management LLC, is the Debtors'
management service providers.

Bankruptcy Creditors' Service, Inc., publishes METRO-GOLDWYN-MAYER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Metro-Goldwyn-Mayer Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


METRO-GOLDWYN-MAYER: Bush Gottlieb Represents Union Entities
------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, Joseph A. Kohanski, Esq., at Bush Gottlieb Singer
Lopez Kohanski Adelstein & Dickinson, A Law Corporation, in
Glendale, California -- jkohanski@bushgottlieb.com --
notifies the Court that his firm represents these creditors in
the Debtors' Chapter 11 cases:

  (a) Directors Guild of America, Inc.
      7920 Sunset Boulevard
      Los Angeles, CA 90046
      (310) 289-2000

  (b) Screen Actors Guild, Inc.
      5757 Wilshire Boulevard
      Los Angeles, CA 90036
      (323) 954-1600

  (c) Writers Guild of America, West, Inc.
      7000 West Third Street
      Los Angeles, CA 90048
      (323) 951-4000

  (d) Directors Guild of America, Inc-Producer Pension
      and Health Plans
      8436 West Third Street, Suite 900
      Los Angeles, CA 90048-4189
      (323) 866-2255

  (e) Motion Picture Industry Pension and Health Plans
      11365 Ventura Boulevard
      Studio City, CA 91604
      (818) 769-0007

  (f) Screen Actors Guild-Producers Pension & Health Plans
      3601 West Olive Avenue, 2nd Floor
      Burbank, CA 91510-7830
      (818) 973-4444

  (g) Writers Guild Pension Plan and Industry Health Fund
      1015 North Hollywood Way
      Burbank, CA 91505
      (818) 846-1015

Babette A. Ceccotti, Esq., at Cohen, Weiss and Simon LLP, New
York -- bceccotti@cwsny.com -- also informs the Court, pursuant to
Rule 2019 of the Federal Rules of Bankruptcy Procedure, that
Cohen Weiss was engaged to serve as local counsel of these
entities.

These creditors are "Union" entities, which have claims against
certain of the Debtors, Mr. Kohanski says.  These claims arise
from obligations of the Debtors under collective bargaining
agreements, relating primarily to amounts owing for residual
payments, he says.  The claims asserted by the Union Entities
arose both before and during the one year period prior to the
filing of the Chapter 11 cases.

The Union Entities estimate that their claims total, in the
aggregate, approximately $20 million as of the filing date, and
additional claims will accrue through the Debtors' continuing
exploitation of their motion picture library after the filing
date.

Bush Gottlieb is the long-standing outside counsel to the Union
Entities in connection with insolvency and collection matters.
Bush Gottlieb has no claims or interests against any of the
Debtors, Mr. Kohanski assures the Court.

                 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)


METROPOLITAN 885: Files for Chapter 11 with Plan Support Deal
-------------------------------------------------------------
Metropolitan 885 Third Avenue Leasehold, LLC, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-16103) on
November 16, 2010.

The Debtor included in its bankruptcy filing (i) an exit facility
plan support agreement with Royal Bank of Canada, the Debtor's
principal secured lender; (ii) Equity Commitment Agreement from
New Lipstick LLC; and (iii) Plan Support Agreement -- Existing
Equity.

Marc E. Richards, Esq., at Blank Rome, LLP, in New York, serves as
counsel to the Debtor.

The Debtor owns the leasehold interest on a 34-story Class A
office building located on the eastside of Third Avenue between
53rd and 54th Streets in New York City.  The building was
completed in 1986 and is commonly known as the "Lipstick Building"
for its distinctive elliptical shape.  The Debtor estimated assets
and debts of $100 million to $500 million in its Chapter 11
petition.

The Exit Facility Plan Support Agreement acknowledges RBC's
support for the Debtor's Plan of Reorganization dated November 12,
2010 submitted together with the petition.  The Equity Commitment
Agreement confirms that NL will contribute funds of not less than
$15 million to pay down the secured loan held by RBC.  Finally,
the Existing Equity PSA acknowledges the treatment and support of
the direct and indirect members of the Debtor.

Prior to the Petition Date, the Debtor became indebted to RBC in
the sum of $210,000,000.  The RBC Loan was secured by a lien on
the Third Avenue Property.

Jacob Abikzer, a member of Metropolitan Real Estate Investors,
LLC, itself the managing member of the Debtor, cited various
causes for the Debtor's bankruptcy:  "First, the recent violent
downturn in the building and real estate markets have had a
significant impact on the Debtor's operations.  Vacancy rates have
increased making it more challenging to service the debt on the
property. Renewal lease rates have also been lower than
anticipated. Such lower renewal lease rates have continued to
negatively impact the cash flow of the Third Avenue Property,
which resulted and continues to result in an undue strain on the
[required $2,300,000 debt service fund].  The Debtor filed this
case as a result of serious liquidity issues."

                        The Chapter 11 Plan

Pursuant to the Plan, (i) RBC has agreed, solely in connection
with the confirmation and the effective date of the Plan, to
further reduce the outstanding principal amount of the RBC Loan so
that the same shall have an outstanding principal amount equal to
$130,000,000 and (ii) Debtor will prepay a portion of the
outstanding principal amount of the RBC Loan in an amount equal to
$15,000,000 leaving a balance of $115,000,000.

In connection with the Reduction in Principal and as provided for
in the Plan, Debtor and RBC have agreed to modify the terms of the
RBC Loan.  In connection therewith, Debtor and RBC will enter into
an Amended and Restated Loan Agreement.  In connection therewith,
Debtor and RBC intend to enter into a Second Amended, Restated and
Consolidated Promissory Note on the Effective Date of the Plan,
pursuant to which the Original Notes will be consolidated, amended
and restated into a single note in an outstanding principal amount
equal to $115,000,000.  The Amended Note will be secured by a
Second Amended, Restated and Consolidated Leasehold Mortgage,
Security Agreement, Fixture Financing Statement and Assignment of
Leases and Rents dated as of the Effective Date.

As part of the restructuring of the RBC Loan under the Plan, NL
will also pledge to RBC all of its 100% ownership interest as the
sole member of Debtor.


METROPOLITAN 885: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Metropolitan 885 Third Avenue Leasehold, LLC
        135 East 57th Street
        New York, NY 10022

Bankruptcy Case No.: 10-16103

Chapter 11 Petition Date: November 16, 2010

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

Bankruptcy Judge: Shelley C. Chapman

Debtor's
Counsel         : Marc E. Richards, Esq.
                  BLANK ROME, LLP
                  The Chrysler Building
                  405 Lexington Avenue
                  New York, NY 10174-0208
                  Tel.: (212) 885-5000
                  Fax : (212) 885-5003
                  Email: mrichards@blankrome.com

Debtor's
Claims
Agent           : THE GARDEN CITY GROUP, INC.
                  105 Maxess Road
                  Melville, NY 11747
                  Tel.: (631) 470-6834

Estimated Assets: $100 million to $500 million

Estimated Debts : $100 million to $500 million

The petition was signed by Jacob Abikzer, managing member.

Debtor's List of 19 Largest Unsecured Creditors:

  Entity/Person               Nature of Claim      Claim Amount
  -------------               ---------------      ------------
Royal Bank of Canada          Bank Loan            $80,000,000
New York Branch
One Liberty Plaza
3rd Floor
New York, NY 10006-1404

Quality Building              Janitorial-             $146,151
Services Corp                 Contract
801 2nd Ave 8th Floor         Services
New York, NY 10017

Schindler Elevator            Services                $101,100
Corporation
P.O. Box 93050
Chicago, IL 60673-3050

Quality Protection            Security                 $59,500
Services                      Services

Wachtel & Masyr, LLP          Professional              $9,214
                              Fee

Wachtel & Masyr, LLP          Professional              $9,059
                              Fee

Velocity Express              Messenger                 $1,276
                              Services

Boca Group                    Category 1                  $990
International                 testing

Verizon Business              Telephone Blackberry        $760
                              Main Line

BOMA of Greater NY            Annual Membership           $725
Inc.                          Due

D P G Enterprises Inc         Indoor Landscape            $706

Nextel Communications         Blackberry srv              $575

LeaseProbe LLC                Lease abstract              $450

De Lage Landen                Lease Rental                $379
Operation Services

SiteCompli LLC                R&M Consultant              $375

Verizon                       Telephone Blackberry        $318

Maximum Security              Smoke Detectors             $310
Systems Inc

Verizon Communications        Telephone Blackberry-        $94
Inc.                          DSL

NYC Water Board               Steam                        $93


MXENERGY HOLDINGS: Posts $23.4MM Net Loss for September 30 Quarter
------------------------------------------------------------------
MxEnergy Holdings Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $23.43 million on $94.36 million on
sales of natural gas and electricity for the three months ended
Sept. 30, 2010, compared with a net loss of $10.24 million on
$75.97 million of sales of natural gas and electricity for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$178.29 million in total assets, $114.69 million in total
liabilities, and stockholder's equity of $63.60 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e9f

                      About MxEnergy Holdings

MxEnergy Holdings Inc. was founded in 1999 as a retail energy
marketer.  The two principal operating subsidiaries of Holdings
are MxEnergy Inc. and MxEnergy Electric Inc. which are engaged in
the marketing and supply of natural gas and electricity,
respectively.  Holdings and its subsidiaries operate in 39 market
areas located in 14 states in the United States and in two
Canadian provinces.

MxEnergy carries Caa3 long term corporate family and Ca/LD
probability of default ratings from  Moody's Investors Service.


NEWMARKET CORP: S&P Affirms 'BB+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Richmond, Va.-based NewMarket Corp. The outlook
is stable.

At the same time, S&P raised the issue-level rating on the
company's 7.125% senior unsecured notes due 2016 to 'BB+' (same as
the corporate credit rating) from 'BB' and revised the recovery
rating to '4', indicating S&P's expectation of average recovery
(30% to 50%) in the event of a payment default, from '5'.

The upgrade on the issue-level rating follows NewMarket's
announcement that it has closed on an unrated $300 million senior
unsecured revolving credit facility maturing in 2015.  This
transaction refinanced NewMarket's $150 million senior secured
revolving credit facility that would have matured in 2011.  The
new facility will be used for general corporate purposes and will
add capacity for acquisitions and shareholder rewards.  Pro forma
for Sept. 30, 2010, the facility was $20 million drawn.

"The ratings on NewMarket reflect the company's focus on the
highly competitive, mature global petroleum additives industry,
exposure to volatile raw material costs, and moderately aggressive
financial policies," said Standard & Poor's credit analyst Ket
Gondha.

Well-entrenched market positions in niche product areas, adequate
liquidity, and credit ratios that are currently robust for the
rating temper these negative factors.  S&P characterize the
business risk profile as fair and the financial risk profile as
intermediate.

The stable outlook reflects S&P's view that industry dynamics are
relatively benign and that NewMarket will maintain credit metrics
appropriate for the rating, even as the company implements its
financial and strategic initiatives aimed at increasing
shareholder returns, diversity, and growth.

S&P could raise the rating if the company maintains healthy
operating margins and cash flow generation, which would strengthen
its balance sheet.  Key to higher ratings is S&P's assessment that
financial policies will support improved credit quality,
particularly as they relate to acquisitions, shareholder rewards,
and other value creation activities.  S&P would also need comfort
that longer-term competitive dynamics are favorable, such that
NewMarket can demonstrate its ability to maintain recently
expanded operating margins.

S&P would consider a lower rating if the company's operating
profitability erodes materially or FFO to debt posts a
significantly declining trend.  In S&P's scenario, this would
require a return toward pre-2009 historical operating margins.
Uncertainties related to potential acquisitions are a risk factor
when considering the strength of financial metrics in the
intermediate term.  Larger acquisitions are not expected at the
current ratings but cannot be ruled out, the announcement of which
would result in a reassessment of the rating and outlook.


NEPHROS INC: Posts $375,000 Net Loss in September 30 Quarter
------------------------------------------------------------
Nephros, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $375,000 on revenue of $622,000 for the three months
ended September 30, 2010, compared with a net loss of $395,000 on
$711,000 of revenue for the same period last year.

The Company has incurred significant losses in its operations in
each quarter since inception.  At September 30, 2010, the Company
has an accumulated deficit of $91.2 million.

The Company's balance sheet at September 30, 2010, showed
$1.7 million in total assets, $884,000 in total liabilities, and
stockholders' equity of $798,000.

As reported in the Troubled Company Reporter on April 6, 2010,
Rothstein, Kass & Company, P.C. 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 negative cash flow from operations and
net losses since inception.

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

               http://researcharchives.com/t/s?6eb7

Headquartered in River Edge, N.J., Nephros, Inc. (OTC: NEPH.OB -
News) -- http://www.nephros.com/-- is a medical device company
developing and marketing filtration products for therapeutic
applications, infection control, and water purification.


NNN 2003: Posts $275,000 Net Loss in September 30 Quarter
---------------------------------------------------------
NNN 2003 Value Fund, LLC, filed its quarterly report on Form
10-Q, reporting a net loss of $275,000 on $1.8 million of revenue
for the three months ended September 30, 2010, compared with a net
loss of $895,000 on $1.7 million of revenue for the same period
last year.

The mortgage loan for Sevens Building, located in St. Louis,
Missouri, or the Sevens Building property, which had an
outstanding principal balance of $21.5 million as of September 30,
2010, became due on October 31, 2010, and is now in default due to
non-payment of the outstanding principal balance upon maturity.
The Company is currently in discussions with the Sevens Building
lender regarding the Company's options for transferring the Sevens
Building property to the Sevens Building lender, including
foreclosure, deed-in-lieu of foreclosure, or another form of
transfer, which the Company expects may be completed in early
2011.

In addition, the mortgage loan for Four Resource Square, located
in Charlotte, North Carolina, or the Four Resource Square
property, which had an outstanding principal balance of
$21.9 million as of September 30, 2010, is due on November 30,
2010.

"The maturities of the mortgage loans on the Sevens Building and
Four Resource Square properties and the expected transfers of
these properties to their respective lenders, combined with our
loss from continuing operations, raises substantial doubt about
our ability to continue as a going concern," the Company said in
the filing.

The Company's balance sheet at September 30, 2010, showed
$33.7 million in total assets, $45.1 million in total liabilities,
and a stockholders' deficit of $11.4 million.

Ernst & Young LLP, in Irvine, 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 recurring losses, continued
deficit cash flows from operating activities and will not have
sufficient cash flow to repay mortgage loans that are past due or
will become due in 2010.

                          About NNN 2003

Santa Ana, Calif.-based NNN 2003 Value Fund, LLC, was formed as a
Delaware limited liability company on June 19, 2003.  The Company
was organized to acquire, own, operate and subsequently sell its
ownership interests in a number of unspecified properties believed
to have higher than average potential for capital appreciation, or
value-added properties.  As of September 30, 2010, the Company
held interests in three commercial office properties, including
two consolidated properties and one unconsolidated property.  The
Company currently intends to sell, or otherwise dispose of, all of
its remaining properties and pay distributions to its unit holders
from available funds.  The Company does not anticipate acquiring
any additional real estate properties at this time.


NORD RESOURCES: Posts $10-Mil. Net Loss in Sept. 30 Quarter
-----------------------------------------------------------
Nord Resources Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $10.08 million on $22.60 million of
net sales for the three months ended Sept. 30, 2010, compared with
a net loss of $402,023 on $13.11 million of net sales for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$70.61 million in total assets, $57.46 million in total
liabilities, and stockholder's equity of $13.14 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ea6

                       About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore on February 1, 2009.

Nedbank, the Company's senior lender, has declined to extend the
forbearance agreement with respect to the scheduled principal and
interest payment in the approximate amount of $2,150,000 that was
due on March 31, 2010 under the Company's $25,000,000 secured
term-loan credit facility with Nedbank.  Nedbank Capital has also
declined to extend the forbearance agreement regarding the
Company's failure to make the payment of $697,869 due on April 6,
2010 under the Copper Hedge Agreement between the parties.  Both
forbearance agreements expired at midnight on May 13, 2010.

The Company is now in default of its obligations under the Credit
Agreement and the Copper Hedge Agreement with Nedbank.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

The Company's balance sheet at June 30, 2010, showed
$71.34 million in total assets, $54.68 million in total
liabilities, and $16.65 million in stockholders' equity.


NUVEEN INVESTMENTS: Posts $102.5MM Adjusted EBITDA in Q3
--------------------------------------------------------
Nuveen Investments discussed its third quarter 2010 results on
November 11, 2010.  The Company said it had income before taxes of
$52,255,000 and Adjusted EBITDA of $102,515,000 for the third
quarter of 2010.

Nuveen has assets under management of $162,847,000 as of Sept. 30,
2010.  Gross sales during the third quarter was $8,177,000.

A full-text copy of the Sales, Net Flows and Assets Under
Management for the Periods Ended December 31, 2009 and September
30, 2010, is available for free at:

               http://ResearchArchives.com/t/s?6e74

                    About Nuveen Investments

Founded in 1898, Nuveen Investments, Inc., based in Chicago,
Illinois, provides investment management services to high-net-
worth and institutional investors and the financial consultants
and advisors who serve them.  The Company derives substantially
all of its revenues from providing investment advisory services
and distributing managed account products, closed-end exchange-
traded funds and open-end mutual funds.

Nuveen carries a 'Caa1' corporate family rating from Moody's
Investors Service and a 'B-' long-term counterparty credit rating
from Standard & Poor's ratings service.

At the end of July 2010, Moody's changed the outlook for its he
ratings to positive from stable following the company's
announcement that it has entered into an agreement to acquire the
long-only assets of First American Fund Advisors, a subsidiary of
US Bancorp (Aa3/P- 1/Neg).  Moody's stated that Nuveen's outlook
change reflects improving fundamentals at Nuveen and expected
near-term financial and longer-term strategic benefits of the FAF
Advisors acquisition.  However, Moody's still views Nuveen's
leverage as "clearly excessive, particularly in the context of
elevated market volatility."  The Caa1 corporate family rating
incorporates a high potential for a modest capital restructuring,
Moody's said.


ORAGENICS INC: Posts $1.9-Mil. Net Loss in Sept. 30 Quarter
-----------------------------------------------------------
Oragenics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.87 million on $364,574 of revenue for
the three months ended September 30, 2010, compared with a net
loss of $1.44 million on $199,675 of revenue for the same period
last year.

As of September 30, 2010, the Company had an accumulated deficit
of $31.14 million.  "We expect to incur significant and increasing
operating losses for the foreseeable future as we advance our
product candidates through preclinical testing and clinical trials
to seek regulatory approval and eventual commercialization." the
Company said in the filing.

The Company's balance sheet at September 30, 2010, showed
$2.64 million in total assets, $2.46 million in total liabilities,
and stockholders' equity of $175,550.

Kirkland Russ Murphy & Tapp, PA in Clearwater, Florida, 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 recurring
operating losses, negative operating cash flows and has an
accumulated deficit.

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

               http://researcharchives.com/t/s?6eb6

                       About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. (OTC BB: ORNI)
-- http://www.oragenics.com/-- is a biopharmaceutical company
focused primarily on oral health products and novel antibiotics.
Within oral health, Oragenics is developing its pharmaceutical
product candidate, SMaRT Replacement Therapy, and also
commercializing its oral probiotic product, ProBiora3.  Within
antibiotics, Oragenics is developing a pharmaceutical candidate,
MU1140-S and intends to use its patented, novel organic chemistry
platform to create additional antibiotics for therapeutic use.


ORANGE COUNTY: Court to Set Plan Deadlines on Dec. 17
-----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has continued until December 17, 2010, at 10:00 a.m., the hearing
on the status of Orange County Motorsports, Inc.'s bankruptcy
case, and the Court may set deadlines to file the Disclosure
Statement and Plan of Reorganization.

Los Angeles, California-based Orange County Motorsports, Inc.,
filed for Chapter 11 bankruptcy protection on December 18, 2009
(Bankr. C.D. Calif. Case No. 09-45902).  The Debtor's affiliate,
Lawrence Hart also filed Chapter 11 bankruptcy petition.  Michael
S. Kogan, Esq., at Ervin Cohen & Jessup LLP, represents the
Debtor.  The Company estimated assets and debts at $10 million to
$50 million.


PAETEC HOLDING: S&P Assigns 'CCC+' Rating to $420 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'CCC+'
issue-level rating and a '6' recovery rating to Fairport, N.Y.-
based PAETEC Holding Corp.'s proposed $420 million senior
unsecured notes due 2018, 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 expects to use the proceeds plus $40 million
of cash from its balance sheet to fund the acquisition of
Richmond, Va.-based CLEC Cavalier Telephone Corp.

At the same time, S&P affirmed all other ratings on PAETEC,
including the 'B' corporate credit rating.  The outlook is stable.
Total debt outstanding, pro forma for the transaction, will be
about $1.37 billion.

"S&P expects the additional debt to fund the proposed acquisition
of Cavalier Telephone Corp.," said Standard & Poor's credit
analyst Michael Senno, "and S&P expects minimal effect on leverage
as a result of the transactions, which would keep credit measures
consistent with its assumptions for the rating and S&P's financial
risk assessment." Adjusted total debt to last-12-month EBTIDA as
of Sept. 30, 2010, pro forma for the acquisition and additional
debt, would increase to about 4.8x from approximately 4.6x on a
stand-alone basis earlier this year.  Adjusted debt includes the
addition of the present value of operating leases and minimum
telecommunications purchase commitments to debt.


PERFORMANCE FOOD: Moody's Assigns 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and
Probability of Default ratings to Performance Food Group, Inc.,
as well as a Caa1 (LGD 5, 89%) rating to the company's new
$550 million senior unsecured notes issue.  The outlook is
stable.  This is the first time Moody's has assigned ratings
to PFG.

New Ratings Assigned:

* Corporate Family Rating at B2
* Probability of Default Rating at B2
* $550 million senior unsecured notes at Caa1 (LGD 5, 89%).

                         Rating Rationale

The B2 Corporate Family Rating and Probability of Default ratings
reflect PFG's weak key credit metrics, with debt/EBITDA of around
5.8 times and EBITA/Interest of around 1.45 times.  The ratings
also reflect PFG's aggressive financial policy due to its
financial sponsor ownership.  The ratings are supported by the
company's solid position in the food distribution segment, with
its focus on vending and repeat business from large, well-known,
restaurant chains, and its "street" business catering to
independent restaurants and small local and regional chains.

"Moody's feels that while PFG is well-positioned in the food
distribution segment, with potential for successful growth in all
three of its primary operating segments, financial policy
considerations may be a constant overriding rating factor," stated
Moody's Senior Analyst Charlie O'Shea.

The stable outlook anticipates that credit metrics will show some
improvement over the next 12-18 months, and that PFG's liquidity
will remain good.  PFG has an unrated $1.1 billion ABL to support
cash flows that can exhibit some seasonality, but these cash flows
should remain sufficient to cover operating needs including
capital expenditures.

The Caa1 rating on the senior unsecured notes recognizes their
junior position in the capital structure due to the lack of full
guarantees, which places them structurally subordinate to other
unsecured liabilities.  Proceeds will be utilized to repay
$300 million in high-rate mezzanine debt and pay a dividend to
the sponsors/owners, affiliates of The Blackstone Group and
Wellspring.  Ratings could be upgraded if debt/EBITDA was
maintained below 5.5 times and EBITA/interest was sustained near
1.5 times, which would reflect moderation of the existing
financial policy.  Ratings could be downgraded if operating
performance were to weaken or financial policy decisions resulted
in debt/EBITDA exceeding 6 times or EBITA/interest fell below 1.25
times.


PERFORMANCE FOOD: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' corporate credit rating to Richmond, Va.-based
Performance Food Group Inc. (formerly Vistar Corp.) and its
preliminary 'CCC+' issue level rating to the proposed $550 million
seven year senior unsecured notes.  The outlook is stable.

The preliminary recovery rating on the proposed notes is '6',
indicating that lenders could expect negligible (0 to 10%)
recovery in the event of a payment default or bankruptcy.  The
preliminary ratings are subject to change and assume the proposed
transaction closes on substantially the terms presented to S&P.
Pro forma for the proposed transaction, total debt outstanding is
about $1.1 billion.

"S&P's ratings on Performance Food Group reflect S&P's belief that
the company's weak credit measures will improve over the next 12
to 24 months through free cash flow generation and modest profit
improvement, despite facing a highly competitive environment and
the risk of escalating fuel costs," said Standard & Poor's credit
analyst Jerry Phelan.  "S&P believes PFG's profitability and cash
flow should benefit from anticipated future food cost inflation,
given that a portion of PFG's business operates on a fixed
percentage mark-up basis," he continued.

Nevertheless, the company's weak business risk profile reflects
its inherently low levels of profitability given its participation
in the low margin though historically stable foodservice
distribution industry, exposure to strong bargaining power of
certain large casual and family dining restaurant chain customers,
and limited growth prospects for the company's vending business,
despite its overall No. 3 position in North American foodservice
distribution industry and strength in certain niche markets.  The
company's highly leveraged financial risk profile is indicative of
a very aggressive financial policy in view of the $250 million
debt-financed sponsor dividend.

PFG is the third-largest competitor in the historically stable
foodservice distribution industry.  Although meaningfully smaller
than its two largest competitors, S&P believes it has a
satisfactory position as a near-exclusive distributor to certain
family and casual dining restaurant chains.  PFG does benefit,
although to a lesser extent, from its position as the dominant
distributor of candy/snacks, coffee, beverages and other products
to the low growth vending, office coffee services, and theater
channels, as this is a smaller component of PFG's overall mix.


PET CROSSING: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Pet Crossing Animal Hospital & Dental Clinic, LLC
        10861 Bloomington Ferry Road
        Bloomington, MN 55438

Bankruptcy Case No.: 10-48434

Chapter 11 Petition Date: November 12, 2010

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Thomas Flynn, Esq.
                  LARKIN HOFFMAN DALY & LINDGREN
                  7900 Xerxes Ave South, Suite 1500
                  Bloomington, MN 55431
                  Tel: (952) 896-3362
                  E-mail: tflynn@larkinhoffman.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mnb10-48434.pdf

The petition was signed by Steve Barghusen, treasurer.


PETCO ANIMAL: Moody's Assigns 'Caa1' Rating to $500 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to PETCO Animal
Supplies Stores, Inc.'s proposed $500 million senior unsecured
notes.  All other ratings including the company's B2 Corporate
Family and Probability of Default Ratings were affirmed.  The
outlook is negative.  Moody's ratings are subject to receipt and
review of final documentation.  Upon closing of the transaction
the Corporate Family Rating will be moved to the holding company,
Petco Animal Supplies, Inc.

                         Ratings Rationale

The $500 million senior unsecured notes due 2018 are part of a
$1.725 billion refinancing announced by PETCO.  The company plans
to use the proceeds from the notes, its new $1.225 billion senior
secured term loan, and cash on hand to repay its $674 million term
loan due 2013 and $450 million subordinated notes due 2014, and
pay a dividend to PETCO's equity owners.  In addition, PETCO plans
to replace its $200 million asset based revolving credit facility
with a new $250 million ABL expiring in 2015.

The B2 Corporate Family Rating reflects Moody's expectation that
PETCO's credit metrics will remain weak pro forma for the
transaction.  Moody's expects that debt to EBITDA will remain
above 6.5 times over the next twelve months.  The rating also
reflects the continuing weak macro-economic environment and the
company's aggressive financial policy.  Balancing these are
PETCO's good liquidity, its stable operating performance through
the recession, and its broad geographic diversification.

The negative outlook reflects the aggressive financial policies
that favor shareholder returns and Moody's expectations that
leverage will remain high for a B2 rated company.

New rating assigned:

* $500 million senior unsecured notes due 2018 at Caa1 (LGD 5,
  86%)

These ratings are affirmed and point estimates changed:

* Corporate Family Rating at B2

* Probability of Default Rating at B2

* $1.225 billion senior secured term loan due 2017 at B1 (to LGD
  3, 38% from LGD 3, 35%)

* $674 million senior secured term loan due 2013 at B1 (LGD 3,
  33%) (to be withdrawn upon completion of the refinancing)

Given the negative outlook and the company's aggressive financial
policies, an upgrade in the near to medium term is unlikely.  Over
the longer term, a higher rating would require that PETCO
demonstrate the ability and willingness to achieve and maintain
debt/EBITDA below 5.25 times and EBITA/interest expense above 1.5
times.  A higher rating would also require that the company
continue to generate positive free cash flow and maintain a good
liquidity profile.  A stabilization of the outlook would require
debt/EBITDA to fall and be sustained below 6.5 times.

Ratings could be pressured if PETCO's operating performance
deteriorates below recent levels -- an indication that it is not
benefiting from spending on operating improvements, if debt levels
materially increase, or if liquidity weakens.  Quantitatively, a
downgrade could occur if debt/EBITDA remains above 6.5 times over
a prolonged period or if EBITA/interest expense is not sustained
above 1.25 times.

PETCO Animal Supplies, headquartered in San Diego, California, is
a specialty retailer of premium supplies, food, and services for
household pets.  The company currently operates over 1,000 stores
in 50 states.  Revenues are about $2.8 billion.


PFF BANCORP: Unsecured Creditors Files Settlement Motion
--------------------------------------------------------
BankruptcyData.com reports that the official committee of
unsecured creditors in PFF Bancorp's cases is asking the
bankruptcy court to approve a stipulation with the Debtors.  The
stipulation grants the Creditors Committee standing to pursue
certain estate causes of action and granting the Committee leave,
standing and authority to prosecute and, if appropriate, settle
certain claims on behalf of the Debtor's estates.

According to BData, the Stipulation authorizes the Committee to
investigate and pursue certain potential claims and/or causes of
action against each of (i) the recipients of transfers from the
Debtors which may be avoidable under 11 U.S.C. Sections 544, 547,
548 and 549 other than Paul Hastings Janofsky & Walker or the
Debtors' current officer, directors or independent contractor and
(ii) the Debtors' former auditor KPMG for the benefit of the
Debtors' estates.

                         About PFF Bancorp

PFF Bancorp Inc. -- http://www.pffbank.com/-- was a non-
diversified unitary savings and loan holding company within the
meaning of the Home Owners' Loan Act with headquarters formerly
located in Rancho Cucamonga, California.  Bancorp is the direct
parent of each of the remaining Debtors.

Prior to filing for bankruptcy, Bancorp was also the direct parent
of PFF Bank & Trust, a federally chartered savings institution,
and said bank's subsidiaries.

PFF Bancorp Inc. and its affiliates sought Chapter 11 protection
on December 5, 2008 (Bankr. D. Del. Case No. 08-13127 to
08-13131).  Chun I. Jang, Esq., and Paul N. Heath, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims agent.  Jason W. Salib, Esq., at Blank Rome
LLP, represents the official committee of unsecured creditors as
counsel.


PRECISION PARTS: Committee Given Approval to Sue Creditors
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist at Bloomberg News, reports
that the official committee of unsecured creditors for Precision
Parts International Services Corp. received authority to pursue
lawsuits to recover payments made by the Debtor within 90 days of
the Chapter 11 filing in December 2008.  The Committee says that
PPI consents to allowing the committee to pursue preference suits.

Mr. Rochelle relates that the Creditors Committee says that its
constituency is likely to be the beneficiaries of preference
recoveries.  The Committee's constituency will also be the
defendants in the preference suits, according to Mr. Rochelle.

PPI sold it assets in March for $16 million, with $9.8 million
paid to secured creditors.  After the Official Committee of
Unsecured Creditors challenged the validity of the secured
lenders' claim, it obtained a settlement in which $575,000 was
carved out for the Company's creditors.  In addition to $150,000
cash, unsecured creditors are to receive some recoveries from
lawsuits, plus other excess cash, if any.

Mr. Rochelle relates that any suits brought by the Committee will
be taken over by a trust to be created under the proposed
liquidating Chapter 11 plan. The hearing for approval of the
disclosure statement is currently on the court's calendar for
Dec. 1.

                       About Precision Parts

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sold products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  PPI and its units operated six manufacturing
facilities throughout North America, including a facility in
Mexico operated on their behalf by Intermex Manufactura de
Chihuahua under a shelter and logistics agreement.

The Company and eight of its affiliates filed for Chapter 11
protection on December 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  Attorneys at Pepper Hamilton LLP are bankruptcy
counsel to the Debtors.  Alvarez & Marsal North America LLC is the
Debtor's financial advisors and Kurtzman Carson Consultants LLC is
the claims, noticing and balloting agent.  PPI Holdings, Inc.,
estimated assets and debts between $100 million and $500 million
in its Chapter 11 petition.


PROBE RESOURCES: Debt Deal Expires; Units Now in Ch. 11
-------------------------------------------------------
Probe Resources Ltd. disclosed that its Debt Restructuring
Agreement which became effective on August 31, 2009 has expired
and, accordingly, the Company's Board of Directors has appointed a
restructuring agent to assist with the Company's restructuring
efforts.  Additionally, the Company's U.S. subsidiaries have filed
voluntary Chapter 11 petitions in U.S. Bankruptcy Court.

                  Debt Restructuring Agreement

The DRA was established to schedule repayment of the Company's
outstanding past due trade payables and credit agreements in an
orderly manner consistent with monthly collected revenues,
following deduction for well and lease operating costs,
transportation payments and royalty payments as well as general
and administrative expenses of the Company.  The amended DRA
expired on October 15, 2010 and did not have established renewal
or extension provisions for outstanding balances at the time of
expiration.  As a result of the expiry of the DRA, the Company's
Forbearance Agreement with its primary lender has also expired
resulting in modifications to the cash management process that has
been in place since August 31, 2009.  The Company's primary lender
has also exercised its right to take control over funds in the
respective control accounts of Probe's operating subsidiaries.

            Chief Restructuring Officer Appointment

Probe's Board of Directors has formally engaged Energy Spectrum
Advisors Inc. as the Company's exclusive financing advisor and
restructuring agent.  ESA will immediately undertake a
restructuring plan on behalf of Probe in the best interests of the
Company and its stakeholders.

Also as part of its terms of engagement, Coy Gallatin, Senior Vice
President of ESA will act as Chief Restructuring Officer of the
Company effective immediately.  Mr. Gallatin has been an advisory
professional with ESA since 2008.  Prior to joining ESA, Mr.
Gallatin served three years as Executive Vice President and
manager of Energy Lending for Bank of Texas, an affiliate of BOK
Financial.  In addition, he has served as manager of other BOK
Financial affiliated energy groups.  Mr. Gallatin brings with him
over 25 years of experience with financial institutions in various
energy-related fields, including all of the major mid-continent
markets.

                         Chapter 11 Filing

The Company's U.S. subsidiaries filed voluntary Chapter 11
petitions in the U.S. Bankruptcy Court for the Southern District
of Texas in Houston, Texas.  Probe and its subsidiaries will
continue to operate their businesses and manage their properties
as debtors in possession.

The bankruptcy filing follows the expiration of the DRA and
Forbearance Agreements, and the resulting sweep of all
unrestricted cash accounts by the Company's primary lender.  In
addition, the emergency cash fund held in restricted accounts by
the Creditors' Agent under the DRA was disbursed to creditors.
This left the Company with no operating cash.  Management and its
primary lender had previously proposed several restructuring plans
that were initially agreed to by both secured and unsecured
creditors, but none of the plans were executed.  Ultimately, the
primary lender and Creditors' Agent indicated to Management that
no further plans would be considered in absence of a Bankruptcy
filing.

"The loss of all cash flow as a result of Hurricane Ike,
unprecedented declines in commodity prices, the mechanical failure
of the EC 37 A-2 well, and difficulty in accessing affordable
capital have resulted in the Company's current situation.  We are
hopeful that the restructuring of the Company through the
Bankruptcy process will result in the ability to fully realize the
significant value of the Company's undeveloped assets," stated
Scott Broussard, Probe's Chief Executive Officer and Chairman of
the Board.

                        Operational Update

The Company provides an operational update on its development
activities in the Gulf of Mexico as follows:

High Island 115

After an extended shut in due to decommissioning of the host
processing platform in HI 71, related disconnection of the sales
export pipeline, and installation of production facilities, the
High Island B-1 Sidetrack well recommenced production in July 2010
and is currently producing approximately 6.5 MMCF/D.  Probe, non-
operator of the well, currently owns a 27.50% working interest and
22.06% net revenue interest in the well.

East Cameron 36

The EC 36 A-1 well continues to produce at a gas rate of 5.7
MMCF/D with a condensate rate of 50 BCPD and flowing tubing
pressure of 2,310 psi.  Probe is the operator and holds a 52% WI
and a 35.62% NRI prior to project payout.  Petrodome EC, LLC owns
a 44% WI and 32.10% NRI BPPO.

East Cameron 37

Remediation efforts have been unsuccessful in resolving the
mechanical issues in the EC 37 A-2 well.  The Company is
evaluating its plans to plug back to a gas bearing sand in the
current well bore.  The well may ultimately be sidetracked to re-
capture Rob L reserves and to evaluate deeper objectives. The
Company holds a 52% WI and 35.36% NRI BPPO.  Petrodome EC, LLC
owns a 44% WI and 32.10% NRI BPPO.

East Cameron 246

The EC 246 #2 well was drilled, cased, and suspended in 2008.
Probe is reviewing its plans to complete the development of the
discovery early in 2011.  The development consists of the
installation of production facilities, an export pipeline, and
completion of the well.  The expected gross production rate from
this formation is 8-12 MMCF/D plus associated condensate.  Probe's
independent reserve engineers estimated probable reserves of 11.1
BCF gas and 5,600 BBLS condensate.  Probe is operator and
currently holds a 90% WI and a 61.60% NRI in the EC 246 Well #2
BPPO.  The ultimate restructuring plan will address potential
sources of funding required to complete the development of the
discovery.

South Timbalier 214

The ST 214 #A-6 Sidetrack well is currently producing at a nominal
gas rate of 2.0 MMCF/D and condensate rate of 20 BCPD.  It also
produces approximately 2,250 BWPD.  The well has produced
approximately 10.5 BCF of gas and 117,000 barrels of condensate to
date. Production has significantly exceeded the projected proved
reserve estimates conducted by Probe's independent reservoir
engineers at the time of initial production.  The independent
reserve engineers are currently updating the reserve estimates to
reflect actual production. Probe is the operator and holds a 100%
WI and 68.50% NRI BPPO.

South Timbalier 198

Probe will be evaluating plans to drill the ST 198 A-7 Sidetrack 2
well. The lease was acquired in 2009 subsequent to purchasing the
platform used to develop the ST 214 A-6 Sidetrack well.  Probe's
independent reserve engineers have estimated approximately 9.3 BCF
gas and 167,000 BBLS condensate as proved undeveloped reserves and
8.7 BCF gas and 212,000 BBLS condensate as probable reserves with
the potential for additional reserves in other categories.  Probe
is currently seeking a joint venture partner to facilitate the
drilling and completion of a sidetrack of an existing well on the
platform to develop these reserves.  The ultimate restructuring
plan will address potential sources of capital required to fund
Probe's share of completion costs.  Probe is operator and
currently holds a 100% WI and 70% NRI in the lease.

The foregoing approximations are estimates only based on available
technical data and are not contained in a compliant National
Instrument 51-101 reserve report and therefore should not be
relied upon in making any investment decision.  As part of its
annual fiscal reporting requirement, Probe has engaged its
independent engineering firm to complete a National Instrument 51-
101 report with respect to the possible additional reserves which
will be filed publicly as soon as such report is available.  In
addition to the risks with respect to the completion of the
reserve report, Probe will require funding in order to develop any
additional reserves.

                      About Probe Resources

The Company, along with its wholly-owned subsidiaries located in
The Woodlands, Texas, is an oil and natural gas exploration and
production company focused on generating, acquiring, developing,
and operating drilling prospects within the Texas and Louisiana
Outer Continental Shelf of the Gulf of Mexico.


QOC I LLC: Hearing on Case Dismissal Moved to Dec. 7
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
continued until December 7, 2010, at 10:00 a.m., the hearing to
consider the request to dismiss the Chapter 11 case of QOC I LLC.

As reported in the Troubled Company Reporter on October 8, Wells
Fargo Securities, LLC, and Wells Fargo Bank, N.A., asked the Court
to dismiss the Debtor's case because the bankruptcy constitutes a
"bad faith" filing.  Wells Fargo asserted that its operations
consist primarily of "owning life insurance policies previously
issued by insurance companies and sold in the life settlement
market.

At the same hearing, the Court will also address the Debtor's
request to further access to use $1,112,766 of Wells Fargo Bank,
National Association's cash collateral.

Wells Fargo also challenged the value that QOC I has assigned to
the life insurance policies.  While QOC I asserted that its assets
are worth $160-165 million (i.e., in excess of Wells Fargo's
claims), the bank asserted that the policies "have a present
market value of not more than $100 million.

                       About QOC I LLC

Boca Raton, Florida-based QOC I LLC owns previously issued life
insurance policies purchased in the life settlement market.

QOC I filed for Chapter 11 bankruptcy protection on October 1,
2010 (Bankr. S.D. Fla. Case No. 10-40153).  Attorneys at Genovese
Joblove & Battista, P.A., serve as counsel to the Debtor.  The
Debtor estimated its assets and debts at $100 million to
$500 million as of the Petition Date.


REAL MEX: Lowers Third Quarter Net Loss to $6.3 Million
-------------------------------------------------------
Real Mex Restaurants Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $6.30 million on $118.62 million of total
revenues for three months ended Sept. 26, 2010, compared with a
net loss of $13.45 million on $124.21 for the three months ended
Sept. 27, 2010.

The Company's balance sheet at Sept. 30, 2010, showed
$287.51 million in total assets, $248.57 million in total
liabilities, and stockholder's equity of $38.93 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e6f

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  The Company operated 183 restaurants as of
March 28, 2010, of which 152 were located in California and the
remainder were located in 12 other states, primarily under the
trade names El Torito Restaurant(R), Chevys Fresh Mex(R) and
Acapulco Mexican Restaurant Y Cantina(R).  In addition, the
Company franchised or licensed 34 restaurants in 12 states and two
foreign countries as of March 28, 2010.  The Company's other major
subsidiary, Real Mex Foods, Inc., provides internal production,
purchasing and distribution services for the restaurant operations
and also provides distribution services and manufactures specialty
products for sale to outside customers.

Moody's Investors Service affirmed Real Mex Restaurant Inc.'s
Speculative Grade Liquidity rating at SGL-3.  Real Mex's long term
ratings, including its Caa2 Corporate Family Rating, and stable
outlook are unaffected by the announcement.


REFLECT SCIENTIFIC: Posts $122,000 Net Loss in Q3 2010
------------------------------------------------------
Reflect Scientific, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $121,988 on $735,344 of revenue for the
three months ended September 30, 2010, compared with a net loss of
$932,582 on $1.1 million of revenue for the same period last year.

The Company is currently in default on its issued and outstanding
debentures totaling $2.3 million.  Under the terms of the
debenture, a penalty of 30% of the outstanding principle was
accrued upon default.  On the date of default the Company
recognized this additional amount due of $690,000.  Also under the
terms of the debenture, upon default, the Company was required to
accrue and pay interest at the default rate of 18%.

The Company's balance sheet at September 30, 2010, showed
$4.7 million in total assets, $4.1 million in total liabilities,
and stockholders' equity of $652,104.

As reported in the Troubled Company Reporter on April 6, 2010,
Mantyla McReynolds, LLC, in Salt Lake City, 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 experienced recurring losses from
operations and negative operating cash flows from operations.  The
Company is also in default on its debentures.

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

               http://researcharchives.com/t/s?6ea2

Orem, Utah-based Reflect Scientific, Inc. (OTC: RSCF) was
incorporated under the laws of the State of Utah on
November 3, 1999, under the name Cole, Inc.  On December 30, 2003,
the Company changed its name to Reflect Scientific, Inc.

Over the next twelve months the Company's focus will be on the
commercialization of products acquired and developed over the last
several years.  Included in this focus will be the continued
development and commercialization of the Company's ultra low
temperature refrigerator line, with the refrigerated trailer,
known as a "reefer" being given highest priority.  Additionally,
the Company will continue to develop and expand its focus on
solutions and services to retrofit server and computer rooms to
help reduce the cost of cooling such rooms, as well as provide a
more reliable and efficient method to cool such rooms.  The
Company will also continue to focus on the expansion of its
detector line and contract manufacturing operations.


REGAL ENTERTAINMENT: Posts $42-Mil. Net Income in Third Quarter
---------------------------------------------------------------
Regal Entertainment Group filed its quarterly report on Form 10-Q,
reporting net income of $42.6 million on $696.4 million of total
revenues for the quarter ended Sept. 30, 2010, compared with a net
loss of $1.9 million on $673.5 million of total revenues for the
quarter ended Oct. 1, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$2.67 billion in total assets, $2.94 billion in total liabilities,
and a stockholder's deficit of $267.3 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://researcharchives.com/t/s?6ec5

                  About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

                           *     *     *

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.

As reported in the Troubled Company Reporter on Aug. 13, 2010,
Fitch Ratings assigned a 'B-/RR6' rating to Regal Entertainment
Group $275 million 9.125% senior unsecured note due 2018.  Also as
reported in the TCR on August 13, Moody's assigned a B3 rating to
Regal's proposed new $275 million senior unsecured note issuance.
Standard & Poor's assigned Regal's proposed $275 million senior
unsecured notes due 2018 its issue-level rating of 'B-' (two
notches lower than S&P's 'B+' corporate credit rating on the
company).  S&P also assigned this debt a recovery rating of '6',
indicating its expectation of negligible (0% to 10%) recovery for
noteholders in the event of payment default.


RENASCENT INC: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Renascent, Inc., filed with the U.S. Bankruptcy Court for the
District of Montana its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,800,000
  B. Personal Property              $331,199
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,328,420
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $950,000
                                 -----------      -----------
        TOTAL                    $13,131,199       $7,278,420

Victor, Montana-based Renascent, Inc, filed for Chapter 11
bankruptcy protection on September 29, 2010 (Bankr. D. Mont. Case
No. 10-62358).  Jon R. Binney, Esq., who has an office in
Missoula, Montana, represents the Debtor.


ROBERT NAZARIAN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Robert S. Nazarian
        418 North End Blvd.
        Salisbury, MA 01952

Bankruptcy Case No.: 10-22329

Chapter 11 Petition Date: November 11, 2010

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

Judge: Henry J. Boroff

Debtor's Counsel: Gary W. Cruickshank, Esq.
                  LAW OFFICE OF GARY W. CRUICKSHANK
                  21 Custom House Street, Suite 920
                  Boston, MA 02110
                  Tel: (617) 330-1960
                  Fax: (617) 330-1970
                  E-mail: gwc@cruickshank-law.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.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
R&D Development Realty LLC             09-21771   12/31/09


RIVANNA PLAZA: To Move Forward with Project
-------------------------------------------
Rivanna Plaza LLC, the developer of a project proposed for U.S. 29
north of Charlottesville, Virginia, has filed for Chapter 11
protection.  The Debtor, however, is still planning to move
forward with the project and expects to break ground in the middle
of the coming year, The Daily Progress reports.

Rivanna Plaza, LLC, filed a Chapter 11 petition on November 9,
2010 (Bankr. W.D. Va. Case No. 10-63212).  Douglas E. Little,
Esq., serves as bankruptcy counsel.  The Debtor scheduled
$3,000,000 in assets and $2,104,973 in liabilities as of the
petition date.


ROCK & REPUBLIC: Close to Sale Deal, Seeks Exclusivity Extension
----------------------------------------------------------------
Rock & Republic Enterprises Inc. wants more time to control its
Chapter 11 case, saying it's on the brink of officially striking a
deal for the sale of its apparel business, Dow Jones' Small Cap
reports.

According to the report, the Debtor is requesting a 15-day
extension of its exclusive right to propose a bankruptcy-exit
plan, seeking to keep possible rival plans at bay while it hashes
out the details of a sale transaction and repayment proposal.

Rock & Republic said it's in the "final stages of negotiating an
asset purchase agreement."

The Debtor in September received the go-ahead from a judge to
proceed with exclusive sale talks after securing a non-binding
letter of intent from an entity known as GR Acquisition LLC, the
report notes.  GR Acquisition is offering at least $33 million in
exchange for the assets, according to court papers introduced
earlier this fall, the Dow Jones report says.

                      About Rock & Republic

New York-based Rock & Republic Enterprises, Inc., is a wholesale
and retail apparel company specializing in an avant-garde and
distinctive line of clothing.  Originally started in 2002 by its
Chief Executive Officer, Michael Ball, primarily as an American
jeans company, the Debtors have expanded their lines to include
high fashion clothing for men, women and children as well as
shoes, cosmetics and accessories.  The Company's merchandise can
be found at most high end retail stores such as Nordstrom, Neiman
Marcus, Bergdorf Goodman, Bloomingdales, Lord & Taylor, Harvey
Nichols and Saks Fifth Avenue, as well as in small upscale
boutiques.

The Company filed for Chapter 11 bankruptcy protection on April 1,
2010 (Bankr. S.D.N.Y. Case No. 10-11728).  Alex Spizz, Esq., and
Arthur Goldstein, Esq., at Todtman, Nachamie, Spizz & Johns, P.C.,
assist the Company in its restructuring effort.  Manderson,
Schaefer & McKinlay, LLP, is the Company's special corporate
counsel.  The Company estimated $50 million to $100 million in
assets and $10 million to $50 million in liabilities.

The Company's affiliate, Triple R, Inc., filed a separate
Chapter 11 petition on April 1, 2010 (Bankr. S.D.N.Y. Case No.
10-11729).

The Court has extended the Debtors' exclusive period to propose a
Chapter 11 plan until November 15, 2010, and its exclusive period
to solicit acceptances of that plan until January 14, 2011.  Rock
& Republic has said it is in talks with a newly formed entity
called GR Acquisition LLC, which offered to purchase its assets
for at least $33 million.


RONALD RUNYEON: Section 341(a) Meeting Scheduled for Dec. 10
------------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of Ronald D.
Runyeon's creditors on December 10, 2010, at 10:00 a.m.  The
meeting will be held at Customs House, 701 Broadway, Room 100,
Nashville, TN 37203.

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.

Kingston Springs, Tennessee-based Ronald D. Runyeon and Linda Sue
Simmons filed for Chapter 11 bankruptcy protection on November 4,
2010 (Bankr. M.D. Tenn. Case No. 10-12006).  Elliott Warner Jones,
Esq., and Warner Jones, Esq., and Emerge Law, PLC, assist the
Debtor in its restructuring effort.  The Debtor estimated its
assets at $10 million to $50 million and debts at $1 million to
$10 million.


RONALD RUNYEON: Wants Filing of Schedules Extended Until Dec. 2
---------------------------------------------------------------
Ronald D. Runyeon and Linda Sue Simmons ask the U.S. Bankruptcy
Court for the Middle District of Tennessee to extend until
December 2, 2010, the deadline for the filing of schedules of
assets and liabilities and statement of financial affairs.

The Debtors are working diligently to assemble their financial
information but expects that they will require additional time to
complete the Statements and Schedules and ensure the accuracy
thereof.  The 14-day time period specified in Rule 1007 of the
Federal Rules of Bankruptcy Procedure and Interim Local Rule 1007-
I for filing the Statements and Schedules expires on
November 18, 2010.

Kingston Springs, Tennessee-based Ronald D. Runyeon and Linda Sue
Simmons filed for Chapter 11 bankruptcy protection on November 4,
2010 (Bankr. M.D. Tenn. Case No. 10-12006).  Elliott Warner Jones,
Esq., and Warner Jones, Esq., and Emerge Law, PLC, assist the
Debtor in its restructuring effort.  The Debtor estimated its
assets at $10 million to $50 million and debts at $1 million to
$10 million.


RONALD RUNYEON: Asks for Access to Cash Collateral Until January
----------------------------------------------------------------
Ronald D. Runyeon and Linda Sue Simmons seek authority from the
U.S. Bankruptcy Court for the Middle District of Tennessee to use
until January 2011 the cash collateral securing their obligation
to their prepetition lenders.

The Debtors' primary secured creditors are Aurora Loan Services,
Bank of America, Cenlar, Chase Home Finance, Fidelity Bank,
GreenBank, Heritage Bank, IndyMac Mortgage, Northpointe Bank,
Regions Mortgage, RoundPoint Mortgage, Southeast Federal Credit
Union and SunTrust Bank.  As of the Petition Date, the total
amount owed to the Lenders was $6,000,000.  The Debtors' unsecured
obligations total a $193,000.

The Debtors believe a security interest in cash collateral and
assignment of rents may exist in favor of one or more of the
Lenders.  The Lenders are the only entities that may claim an
interest in the Debtor's cash collateral and have assignment of
rents provisions contained in their loan documents with the
Debtors.

Elliott W. Jones, Esq., at Emerge Law PLC, explains that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  The Debtors will use the collateral
pursuant to a three-month budget, a copy of which is available for
free at http://bankrupt.com/misc/RONALD_RUNYEON_budget.pdf

In exchange for using the cash collateral, the Debtors propose to
grant the Lenders a postpetition replacement lien to the Lenders
on cash to the extent of cash collateral actually expended and on
the same assets and in the same order of priority as currently
exists.

Kingston Springs, Tennessee-based Ronald D. Runyeon and Linda Sue
Simmons are a married couple in the business of residential real
estate investment and rentals in and around the Nashville,
Tennessee area.

Ronald D. Runyeon and Linda Sue Simmons filed for Chapter 11
bankruptcy protection on November 4, 2010 (Bankr. M.D. Tenn. Case
No. 10-12006).  Elliott Warner Jones, Esq., and Warner Jones,
Esq., and Emerge Law, PLC, assist the Debtor in its restructuring
effort.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million.


ROTHSTEIN ROSENFELDT: Trustee & AmEx Settle $20.7MM Lawsuit
-----------------------------------------------------------
American Express Co. and Scott Rothstein's law firm have settled a
$20.7 million lawsuit regarding the use of Rothstein's credit card
to cover the personal purchases of the Ponzi-scheme operator, his
wife, his mother and his colleagues, Dow Jones' Small Cap reports.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA, has been suspected of running a $1.2 billion Ponzi scheme.
U.S. authorities claimed in a civil forfeiture lawsuit filed
November 9, 2009, that Mr. Rothstein, the firm's former chief
executive officer, sold investments in non-existent legal
settlements.  Mr. Rothstein pleaded guilty to five counts of
conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


RP SAM: Can Access California Credit's Cash Collateral
------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved the stipulation authorizing RP Sam Houston Plaza, L.P.,
to use the cash collateral of California Credit Union, a
California state chartered credit union.

The stipulation was negotiated in good faith and at arm's-length
among the Debtor and CCU.

Pursuant to the prepetition loan documents, all obligations of the
Debtor to California Credit are secured by a first priority
blanket security interest in substantially all of the Debtor's
assets including, without limitation, three office buildings in
Houston, Texas located at 507, 519, and 523 N. Sam Houston Parkway
East, Houston, Texas 77060 and the proceeds of the buildings.  The
Debtor's loan with California Credit has an outstanding principal
balance of $10.3 million as of July 28, 2010.  The Debtor believes
the value of the buildings is $14.0 million.

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

As adequate protection of California Credit's interests in the
prepetition collateral, including use of the cash collateral, the
Debtor will grant California Credit replacement liens in all
property of the Debtor's estate, including any of Debtor's
unencumbered assets.

The Debtor will also make monthly adequate protection payments to
California Credit in the same amounts and at the same times
specified in the prepetition loan documents.

                  About RP Sam Houston Plaza, L.P.

Rancho Cucamonga, California-based RP Sam Houston Plaza, L.P.,
filed for Chapter 11 bankruptcy protection on July 29, 2010
(Bankr. C.D. Calif. Case No. 10-33922).  D. Edward Hays, Esq., at
Marshack Hays LLP, assists the Debtor in its restructuring effort.
The Company estimated its assets and debts at $10 million to
$50 million in its Chapter 11 petition.


SANSWIRE CORP: CEO and Partners Buy Shares of Common Stock
----------------------------------------------------------
Sanswire Corp. announced that its president and CEO, Glenn
Estrella, along with several of the Company's partners have made
an investment in Sanswire by purchasing shares of Common Stock of
the Company, the proceeds of which will be used to advance our
STS-111 UAV flight testing and Company operations.   This new
investment by the Company's CEO and partners follows an investment
by the Company's Chairman of the Board, Michael Clark, at the end
of September to facilitate the Company's effort and offer to
settle pending litigation with the Securities and Exchange
Commission.

The Company has teamed up with several of its defense partners to
assist in funding the further development and testing of the STS-
111 UAV's onboard flight systems, including an upgraded propulsion
system and the integration of an intelligence, surveillance and
reconnaissance package into the STS-111.  Sanswire is currently in
discussions with government officials concerning mid altitude
flight testing at government facilities with the appropriate
airspace in which to operate the Company's UAVs.  Following any
successful negotiations, Sanswire expects to transport the STS-111
and supporting systems and personnel to certain flight facilities
where the Company plans to undertake increased altitude and
endurance testing of its UAVs.

Sanswire President and CEO Glenn Estrella stated, "Along with our
dedicated partners, I am committed to executing our business plan
and wanted to assist the Company by providing necessary resources
to demonstrate the capabilities of the STS-111 UAV at targeted
venues for potential customers." Mr. Clark added, "Together we
will work to enhance our technology to produce UAVs with
capabilities that satisfy the requirements of the demanding
marketplace."

                       About Sanswire Corp.

Aventura, Fla.-based Sanswire Corp.'s primary business is the
design, construction and marketing of a variety of aerial vehicles
through a joint venture with TAO Technologies, Stuttgart, Germany,
named Sanswire-TAO Corp.

The High Altitude class of prospective airships are generally
referred to as HAAs (High Altitude Airships) but have also been
called HAPs (High Altitude Platform) and HALEs (High Altitude Long
Endurance).  They have been designed to be able to keep a station
in one location in the Stratosphere, at approximately 65,000 ft.
for durations of 30 days or more.

The Company's balance sheet as of June 30, 2010, showed
$3.6 million in total assets, $19.5 million in total liabilities,
and a stockholders' deficit of $15.9 million.

The Company had a working capital deficit of $17.6 million and a
stockholders' deficit of $15.9 million at June 30, 2010.
Additionally, at June 30, 2010, the Company had an accumulated
deficit of $139.5 million, compared to $134.7 million at
December 31, 2009.


SEP RIVERPARK: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: SEP Riverpark Plaza, L.L.C.
          aka Riverpark Plaza Apartments
        P.O. Box 22546
        Oklahoma City, OK 73123

Bankruptcy Case No.: 10-16832

Chapter 11 Petition Date: November 11, 2010

Court: U.S. Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Sarah A. Hall

Debtor's Counsel: G. Rudy Hiersche, Jr., Esq.
                  105 North Hudson
                  Hightower Building, Suite 300
                  Oklahoma City, OK 73102
                  Tel: (405) 235-3123
                  E-mail: rudy@hlfokc.com

Scheduled Assets: $19,165,623

Scheduled Debts: $12,026,685

The petition was signed by Lew McGinnis, president Of Macco
Properties Inc.

Debtor's List of 11 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Sedgwick County Treasurer          Trade Debt             $631,369
525 N. Main
Wichita, KS 67203

Tenant Security Deposits           Trade Debt              $69,095

Wichita Water Utilities            Trade Debt              $47,321
455 N. Main
Wichita, KS 67202

Corporate Group LLC                Trade Debt              $20,000

Wichita Awning                     Trade Debt               $7,399

Waste Management Of Wichita        Trade Debt               $7,385

Macco Properties, Inc.             Trade Debt               $7,280

Westar                             Trade Debt               $6,243

Central Glass                      Trade Debt               $2,300

Cox Communications                 Trade Debt                 $602

Kansas Natural Gas                 Trade Debt                 $487


SEVERN BANCORP: Swings to $485,000 Net Income in 3rd Quarter
------------------------------------------------------------
Severn Bancorp Inc. filed its quarterly report on Form 10-Q,
reporting net income for the third quarter of $485,000 compared to
net loss of $4.4 million per share for the third quarter of 2009.
The Company reported interest income of $12.08 million in the
three months ended Sept. 30, 2010, compared with $13.34 million in
the same period in 2009.

The Company's balance sheet at Sept. 30, 2010, shows
$975.89 million in total assets and $870.08 million in total
liabilities.

At September 30, 2010, Severn's regulatory capital ratios
continued to exceed the levels required to be considered "well
capitalized" under applicable federal banking regulations,
including its core ratio of approximately 12.1% compared to the
regulatory requirement of 5% for "well capitalized" status.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e6e

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6c99

                     About Severn Savings Bank

Founded in 1946, Severn Savings Bank, FSB --
http://www.severnbank.com/-- is a full-service community bank
offering a wide array of personal and commercial banking products
as well as residential and commercial mortgage lending.  It has
assets of nearly $1 billion and four branches located in
Annapolis, Edgewater and Glen Burnie.  The bank specializes in
exceptional customer service and holds itself and its employees to
a high standard of community contribution.  Severn Bancorp, Inc.,
(Nasdaq: SVBI) is the parent company of Severn Savings Bank.

As reported by the TCR on November 25, 2009, Annapolis, Maryland-
based Severn Bancorp along with its Bank unit, has entered into
supervisory agreements with the Office of Thrift Supervision, the
Bank's primary federal regulator.  The agreements set forth steps
being taken in response to regulatory concerns with its operating
results and effects of the current economic environment facing the
financial services industry.


SHUBH HOTELS DETROIT: Secured Creditor Fights Bankruptcy Loan
-------------------------------------------------------------
Shubh Hotels Detroit LLC's proposed financing package is based on
"speculative" and "unrealistic assumptions" about its odds of
successfully reopening its shuttered Detroit hotel and should
therefore be denied, according to creditor United Central Bank,
Dow Jones' Small Cap reports.

According to the report, the bank, owed more than $29.7 million on
the hotel's first mortgage, said it's "simply inappropriate" for
Shubh Hotels Detroit to seek approval of a $3 million loan in
light of Detroit's economic troubles, the allegations of
mismanagement that spurred a court to take away the company's
control of the former Detroit Riverside Hotel and the fact that
the hotel has been closed for more than a year.

"Their ability to perform under the proposed financing is
speculative and there is no realistic prospect for a successful
reorganization or rehabilitation under Chapter 11," United Central
Bank said in court papers, the report notes.

Dow Jones' says that Shubh Hotels Detroit is seeking to tap a
$3 million bankruptcy loan from Chicago-based JDI Loans LLC.

Shubh Hotels Detroit, LLC, filed for Chapter 11 protection on
October 21, 2010 (Bankr. S.D. Fla. Case No. 10-42163).  Susan D.
Lasky, Esq., at Susan D. Lasky, PA, in Wilton Manors, Florida,
represents the Debtor.  The Debtor estimated up to $50,000 in
assets and debts of $10,000,001 to $50,000,000 in the Chapter 11
petition.


SIX FLAGS: Moody's Upgrades Corporate Family Rating to 'B1'
-----------------------------------------------------------
Moody's Investors Service upgraded Six Flags Theme Parks, Inc.'s
Corporate Family Rating and Probability of Default Rating each to
B1 from B2 and assigned a B1 rating to the company's upsized
$1.1 billion senior secured first lien credit facility.  Six
Flags plans to utilize the net proceeds from the facility along
with approximately $65 million of existing cash to refinance
$745 million of outstanding first lien term loans, retire its
$250 million senior secured second lien term loan and pay
transaction fees and expenses.  The rating outlook is stable.

Upgrades:

Issuer: Six Flags Theme Parks, Inc.

  -- Corporate Family Rating, Upgraded to B1 from B2

  -- Probability of Default Rating, Upgraded to B1 from B2

  -- Existing Senior Secured First Lien Bank Credit Facility,
     Upgraded to Ba3, LGD3 - 36% from B1, LGD3 - 37%

  -- Existing Senior Secured Second Lien Bank Credit Facility,
     Upgraded to B3, LGD5 - 86% from Caa1, LGD5 - 87%

Assignments:

Issuer: Six Flags Theme Parks, Inc.

  -- Proposed Senior Secured Bank Credit Facility, Assigned a B1,
     LGD3 - 47%

                         Ratings Rationale

The upgrade of the CFR to B1 reflects Moody's expectation that Six
Flags will be able to sustain the earnings improvement and lower
leverage level achieved since it emerged from Chapter 11
bankruptcy on April 30, 2010.  Six Flags' net $45 million debt
repayment in connection with the refinancing, the August 2010
$25 million first lien debt pay down, and improved operating
performance will lower debt-to-EBITDA to approximately 5.0x (LTM
September 30, 2010, incorporating Moody's standard adjustments,
the proposed refinancing, and the partnership park puts as debt)
from the 7.1x level (pro forma 2009) estimated at the time of
emergence.  Moody's anticipates attendance will continue to
gradually recover from the 2009 downturn over the next 2-3 years,
and this recovery along with the company's cost reduction and
yield management strategies are expected to grow EBITDA.

Cash interest expense will decline due to the reductions in debt
and the credit facility spread.  The B1 rating on the proposed
first lien facility (consisting of a 6-year $950 million term loan
and the existing 5-year $120 million revolver) is one notch below
the revised Ba3 rating on the existing first lien facility despite
the upgrade of the CFR as the meaningful layer of second lien debt
would no longer exist to cushion losses for first lien creditors
(as reflected in the higher loss given default assessment of 47%
vs. 36% on the first lien loan prior to the refinancing).

Moody's anticipates that Six Flags will begin to distribute
cash to shareholders over the next several years if the
improvement in operating performance continues.  The existing
first lien credit agreement limits restricted payments to
$10 million in 2010 with the limit growing (in $10 million
annual increments) to $40 million in FY 2013.  The proposed
facility includes an additional restricted payments basket of
up to 50% of the company's share of excess cash flow, as defined
in the credit agreement.  Moody's estimates this will provide
approximately $25 million of incremental restricted payments
capacity in each of 2010 and 2011.  Moody's anticipates Six Flags
will utilize the restricted payments capacity to fund a dividend
and share repurchases from free cash flow.

The rating on Six Flags' existing first lien credit facility was
upgraded to Ba3 from B1 and the rating on its $250 million senior
secured second lien term loan was upgraded to B3 from Caa1.  These
ratings will be withdrawn if the proposed refinancing is completed
and the loans are repaid.  The loss given default assessments on
these instruments were updated to reflect the current debt mix
prior to the proposed refinancing.

Six Flags' B1 CFR reflects the sizable attendance and revenue
generated from the geographically diversified regional amusement
park portfolio, lower margins than other regional theme park
operators, vulnerability to cyclical consumer spending, high
leverage, and liquidity and funding risks associated with minority
holders' annual right to put their share of partnership parks to
Six Flags Entertainment Corporation (Six Flags' parent).  The new
management team installed after SFEC and Six Flags emerged from
bankruptcy is executing a broad cost restructuring plan and
implementing new marketing strategies to reduce the margin gap
relative to the industry and increase earnings.  These efforts
build upon the earnings progress made after the Dan Snyder-led
proxy takeover at the end of 2005 led to new management and
progress in making the parks more family-friendly and restoring
the company's image.  Moody's believe these actions along with
alleviating the burden of the previously over-levered capital
structure will lead to improved park performance.  The amusement
park industry is also mature and operators must compete with a
wide variety of leisure and entertainment activities to generate
consumer interest, with attendance growth in the low single digit
range expected over the next 3-5 years.

The SGL-4 speculative-grade liquidity rating continues to reflect
the risk associated with funding minority interest puts should
holders exercise the maximum amount of potential obligations
putable through May 2011.  Moody's believes the company's improved
leverage profile and cash balance provide additional capacity to
meet put exercises.  However, Six Flags would likely need
additional external funding from uncommitted sources to fund a
full exercise of the puts in part because the annual exercise date
occurs near the weakest point in its seasonal cash cycle.  Moody's
anticipates in the CFR that annual put exercises are closer to
historical norms (less than $7 million per year since 1999 except
for $66 million in 2009) rather than the full amount that is
assumed in the SGL rating, and that the puts can be funded from
existing capacity on the $120 million revolver and $150 million
multiple draw term loan facility from Time Warner.

Downward rating pressure could occur if acquisitions, cash
distributions to shareholders or declines in attendance and
earnings driven by competition or a prolonged economic downturn
lead to debt-to-EBITDA above 5.5x or free cash flow-to-debt less
than 4%.  Ratings could also be pressured if liquidity weakens --
including if concerns arise regarding the company's ability to
meet partnership put obligations -- or the company's financial
policies become more aggressive.

A good liquidity position including sufficient cash, projected
free cash flow and committed financing to fully cover all
potential partnership park put exercises would be necessary for an
upgrade.  In addition, Six Flags would need to continue to improve
park operating performance and margins, generate consistently
strong free cash flow-to-debt and reduce debt-to-EBITDA
meaningfully to be upgraded (these ratios incorporate Moody's
standard adjustments and include the partnership puts as debt).

Please see the credit opinion posted to www.moodys.com for
additional information on Six Flags' ratings.

Moody's last rating action on Six Flags was on May 4, 2010, when
the company was assigned a B2 CFR, B2 PDR, B1 senior secured first
lien credit facility rating, and Caa1 senior secured second lien
credit facility rating.

Six Flags' ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Six Flags' core industry and
believes Six Flags' ratings are comparable to those of other
issuers with similar credit risk.

Six Flags along with its parent SFEC, headquartered in Dallas, TX,
is a regional theme park company that operates 19 parks spread
across North America.  The park portfolio includes 15 wholly-owned
facilities (including parks near New York City, Chicago and Los
Angeles) and three consolidated partnership parks -- Six Flags
over Texas, Six Flags over Georgia, and White Water Atlanta -- as
well as Six Flags Great Escape Lodge, which is a consolidated
joint venture.  SFEC currently owns 52.7% of SFOT and
approximately 29.7% of SFOG/White Water Atlanta.  Revenue
including the consolidation of the partnership parks and joint
venture was approximately $970 million for the LTM period ended
9/30/10.


SPECIALTY PRODUCTS: Ordered to Narrow Asbestos Discovery
--------------------------------------------------------
Bankruptcy Law360 reports that Judge Judith K. Fitzgerald of the
U.S. Bankruptcy Court for the District of Delaware ordered
Specialty Products Holding Corp. on Monday to narrow its discovery
requests against various asbestos trusts and claimants in an
ongoing battle over document discovery that pits bankrupt
companies against asbestos trust funds and claims processors

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company and filed for Chapter 11 bankruptcy protection on May
31, 2010 (Bankr. D. Del. Lead Case No. 10-11780), estimating its
assets and debts at $100,000,001 to $500,000,000.  The Company's
affiliate, Bondex International, Inc., filed a separate Chapter 11
petition on May 31, 2010 (Case No. 10-11779), estimating its
assets and debts at $100,000,001 to $500,000,000.

Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud,
Esq., at Jones Day, serve as bankruptcy counsel to the
Debtors.  Daniel J. DeFranceschi, Esq., and Zachary I. Shapiro,
Esq., at Richards Layton & Finger, serve as co-counsel.  Logan and
Company is the Company's claims and notice agent.  Blackstone
Advisory Partners L.P. is the Debtors' financial advisor and
investment banker.

As of the Petition Date, the Debtors were defendants in over
10,000 pending asbestos-related bodily injury lawsuits. A
significant portion of these lawsuits involve mesothelioma claims.

Attorneys at Montgomery Mccracken Walker & Rhoads, LLP,  serve as
counsel to the Committee of Asbestos Personal Injury Claimants.


SPIRIT AEROSYSTEMS: Moody's Puts 'Ba3' Rating on $300 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Spirit
Aerosystems, Inc's proposed $300 million senior unsecured notes
due 2020.  The notes, for which the use of proceeds is to repay
borrowings under the senior secured revolving credit facility as
well as general corporate purposes, will rank pari-passu to the
company's existing 7.5% notes due 2017.  Concurrently, Moody's has
upgraded the rating on the company's existing senior unsecured
notes to Ba3 from B1, affirmed the Ba1 ratings on the company's
senior secured credit facilities, and affirmed the company's Ba2
Corporate Family and Probability of Default Rating.  The rating
outlook remains stable.

These ratings/assessments have been affected:

* $300 million senior unsecured notes due 2020, assigned Ba3
  (LGD5, 81%);

* $300 million 7.5% senior unsecured notes due 2017, upgraded to
  Ba3 (LGD5, 81%) from B1 (LGD5, 86%);

* Corporate Family, affirmed at Ba2;

* Probability of Default, affirmed at Ba2;

* $650 million senior secured revolving credit facility due
  September 2014, affirmed at Ba1 (LGD3, 31%);

* $130.2 million senior secured term loan due September 2013,
  affirmed at Ba1 (LGD3, 31%);

* $437.4 million senior secured term loan due September 2016,
  affirmed at Ba1 (LGD3, 31%).

                         Ratings Rationale

The assignment of a Ba3 rating to the company's proposed senior
unsecured note issuance as well as the upgrade of the company's
existing senior unsecured notes to Ba3 results from a higher
proportion of the company's debt at the unsecured level, thus
moving the rating on that instrument closer to the company's
overall corporate family rating, consistent with Moody's loss
given default methodology.

The affirmation of the Ba2 Corporate Family Rating is
reflective of the company's leading position in the
aerostructures market, strong credit metrics and operating
margins, and recent improvement in the debt maturity profile.
The rating is supported by a substantial order backlog in an
environment of an increasing production build rate, notably
on the high volume Boeing 737 platform and ramp up of B787,
with expectation now that B787 end-customer deliveries will
commence in the first quarter of 2011.  With the return to
record global revenue passenger miles, increased airline
profitability, and expectation for continued RPM growth,
the industry is poised for OEM production levels to remain
strong through at least 2013.  Given Spirit's leading Tier-1
aerostructures position on Boeing's commercial platforms, and
increasingly important role with Airbus, Moody's believe that
Spirit will realize revenue and earnings growth for at least
the next several years.  The ratings also, however, recognize
that increased production rates, on-going development costs
and the delays in customer delivery of the B787 have, and will
continue to, pressure working capital.  This, combined with
continued high levels of capital expenditures necessary to
expand capacity (including for the B787 and A350), will result
in significant negative free cash flow generation through much
of 2011.  That said, once working capital stability is achieved,
combined with expected increases in operating income and
reductions in capital expenditures, Spirit will be positioned
to generate substantial free cash flow and to reduce leverage.

Although a near term upgrade is unlikely, the rating could improve
if the company demonstrates sustainable positive free cash flow
generation with improving credit metrics, evidence successful
execution of new platform development and maintain a strong order
backlog.

The ratings and outlook could be pressured if Spirit is unable to
sustain solid free cash flow as production of B787 ramps up to
Boeing's target production rates, including consistent progress to
FCF/Debt of 10%, or if its liquidity profile weakened for any
reason.

The last rating action for Spirit Aerosystems, Inc., was on
October 7, 2010, when the company's CFR and PDR were upgraded to
Ba2 from Ba3, senior secured bank credit facilities were upgraded
to Ba1 from Ba2, and senior unsecured notes were upgraded to B1
from B2.

Spirit Aerosystems, Inc., headquartered in Wichita, KS, with
facilities in Wichita, KS, Tulsa and McAlester OK, Kinston, NC,
Prestwick, Scotland, Samlesbury, England and Kuala Lumpur,
Malaysia, is a designer and manufacturer of fuselages, pylons,
struts, nacelles, thrust reversers, wing assemblies and other
complex components for commercial aircraft and business jets.
7/01/10 LTM revenue for Spirit approximated $4.2 billion.


SPIRIT AEROSYSTEMS: S&P Assigns 'BB-' Rating to $300 Mil. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB-' issue-level rating to Spirit AeroSystems Inc.'s proposed
$300 million senior unsecured notes due 2020, one notch lower than
the corporate credit rating.  The recovery rating is '5',
indicating S&P's expectation of modest (10%-30%) recovery in a
payment default scenario.  The company plans to sell the notes via
SEC rule 144A with registration rights, and will use proceeds to
repay borrowings under the senior secured revolving credit
facility and for general corporate purposes.

"The ratings on Spirit reflect S&P's expectations that the company
will maintain adequate liquidity and appropriate or better credit
protection measures, despite near-term cash flow pressures
resulting from continued liquidation of advance payments from
Boeing Co. related to its 787 aircraft, increasing inventory to
support new programs, and higher levels of capital expenditures,"
said Standard & Poor's credit analyst Roman Szuper.  "The ratings
also take into account the company's participation in the
competitive and cyclical commercial aerospace industry; reliance
on one customer, Boeing, for about 85% of sales; significant near-
term costs related to the development of Boeing's 787 aircraft;
and the large upfront investment required to participate in new
programs," Mr. Szuper added.

Spirit's position as the largest independent supplier of
structures for commercial aircraft, sizable backlog, moderately
leveraged capital structure, and credit metrics that are generally
above average for the rating partly offset these factors.  S&P
assesses the company's business risk profile as fair and its
financial risk profile as significant.

                           Ratings List

                      Spirit AeroSystems Inc.

      Corporate credit rating                 BB/Stable/--

                            New Rating

                      Spirit AeroSystems Inc.

            $300 mil. senior unsecured notes       BB-
            due 2020
              Recovery rating                      5


SPRINT NEXTEL: Weak Performance Cues Moody's Rating Reviews
-----------------------------------------------------------
Moody's Investors Service placed the ratings of Sprint Nextel
Corporation under review for possible downgrade.  The review was
prompted by Moody's concerns that Sprint's continued weak, albeit
slowly improving, operating performance combined with a further
deterioration in its relationship with Clearwire, its 4G network
partner and partially-owned subsidiary, could lead to potentially
higher postpaid subscriber losses and increased investment
requirements in the near to medium term.  In its review, Moody's
will assess the sustainability of Sprint's recent operational
improvements, the magnitude of the company's future internal
capital investments and the likely evolution of Sprint's
relationship with Clearwire.

After a long slide which began following the acquisition of
Nextel, Sprint's operating performance has improved gradually over
the past few quarters with sequential improvements in both churn
and gross adds while ARPU has remained strong.  The company's
postpaid base continues to shrink, although at a decelerating pace
and may return to growth in 2011, although the majority of new
subscribers are likely to be prepaid.  Sprint's focus on customer
satisfaction is starting to show up in lower churn for the core
Sprint brands.  Through its wholesale arrangement with Clearwire,
Sprint is seeing strong adoption of its branded 4G service, while
industry competitors have yet to launch competing offers.
"Nevertheless, the company's operational turnaround remains
fragile with significant execution risk", said Moody's Senior Vice
President, Dennis Saputo.

To address its poor cost structure, Sprint has announced a large
network modernization effort which could push capital spending
higher, although the project is unlikely to be wholly incremental
to the current capex spending levels.  The company's dual CDMA and
iDEN networks, which are based on older technology, result in high
operating costs and large in-footprint roaming fees.  Sprint's
network modernization effort is intended to address both of these
issues, but Moody's believes it will take some time before the
full financial benefits are realized.

Depending upon the strategic direction chosen, Sprint could invest
several billion dollars into Clearwire to develop its 4G network.
The recent rift regarding Clearwire's development and sales
strategy threatens to compromise the head start Sprint once had in
the nascent 4G marketplace.  Both Verizon, with its fast moving
LTE launch, and T-Mobile, with clever advertising of its "3.5G"
service, could capitalize on a potential deceleration in Sprint's
4G build-out.  "Consequently, Moody's feels that a prolonged delay
in the resolution of Clearwire's future funding and operating
direction may derail Sprint's operational turnaround", continued
Saputo.

If Sprint chooses to forego further investments in Clearwire and
Clearwire defaults on its debt obligations, Sprint may need to
increase its own investments to pursue an independent 4-G
strategy.  "Moody's believes that the risk of a cross-default to
Sprint's debt is low based on a variety of options available to
address this issue in addition to the terms and conditions of the
Equityholders' Agreement", concluded Saputo.  However, a Clearwire
default could cause Sprint to lose access to Clearwire's valuable
wireless spectrum assets if it prompts a bankruptcy filing by
Clearwire.

Sprint has over $5 billion in debt which matures from 2011 to
2013.  The combination of these future financial obligations,
higher capex, a still fragile operational recovery and uncertainty
surrounding its relationship with Clearwire, could result in a
downgrade of Sprint's Ba2 rating.  Specifically, downward rating
momentum could develop if leverage is likely to be sustained above
4.0x (Total debt/EBITDA, Moody's adjusted).  Moody's views
Sprint's liquidity as strong, and projects the company will exit
2010 with over $5 billion in cash.

Moody's could confirm the rating if Sprint's operating and
financial performance demonstrates the success of its turnaround
plan and if the dispute with Clearwire is resolved in a manner
that does not weaken Sprint's credit quality.  Specifically,
Moody's will look for postpaid churn remaining below 2.0% and
Debt/EBITDA remaining less than 4.0 times, both metrics on a
sustained basis.

Ratings Under Review Include:

Sprint Nextel Corp.

* Corporate Family Rating - Ba2
* Probability of Default Rating - Ba2
* Senior Unsecured - Ba3 -- LGD5 (74%)
* Senior Unsec. Bank Credit Facility - Baa2 LGD1 (8%)

Sprint Capital Corp.

* Senior Unsecured - Ba3 - LGD5 (74%)

Nextel Communications Inc.

* Senior Unsecured - Ba2 -- LGD3 (39%)

iPCS Inc.

* Senior Secured 1st Priority - Ba2 -- LGD3 (42%)
* Senior Secured 2nd Priority - Ba3 -- LGD5 (74%)

Other ratings:

* SGL / Short-Term Rating - SGL-1

Moody's most recent rating action for Sprint was on April 15,
2010, when Moody's assigned a Baa2 rating to Sprint Nextel's new
revolving credit facility.

Sprint Nextel Corporation, with headquarters in Overland Park,
Kansas, is one of the largest telecommunications companies in the
United States.  It offers digital wireless services under the
Sprint master brand name in addition to a broad suite of wireline
communication services.  The Company operates two wireless
networks, one based on CDMA technology and the other over the
former Nextel Communication's iDEN network.  As of 9/30/2010,
Sprint Nextel had 44.7 million wireless customers, including
wholesale and affiliate subscribers.  The Company generated
$32 billion in revenues for the last four quarters ending
9/30/2010.


STATES INDUSTRIES: Renwood Opportunities Acquires Assets
--------------------------------------------------------
Renwood Opportunities Fund acquired the assets of States
Industries, Inc.

Renwood acquired the senior debt in July 2010, and in conjunction
with States Industries entering Chapter 11, provided debtor-in-
possession financing.  Renwood successfully credit bid its senior
debt in a 363 sale for the assets of States Industries.  The total
time from purchase of the senior debt to the closing of the 363
asset sale was less than 90 days, which preserved the going
concern value of the business.

                       About Renovo Capital

Renovo Capital, through its Renwood Opportunities Fund, makes
control equity investments in troubled and underperforming
companies, and invests in other special situation opportunities.
Renovo's investment size ranges from $3 million to $15 million
with a primary focus on operating turnarounds, bankruptcy
reorganizations, debt purchases and out-of-court restructurings
for companies in the manufacturing, distribution and service
industries.

                      About States Industries

Eugene, Oregon-based States Industries, Inc., manufactures and
sells natural wood veneered panels to consumers in the form of
residential wall paneling.  States Industries also manufactures
and sells industrial panels to manufacturers of cabinets,
furniture, store fixtures and architectural interiors.  States
Industries' consumer products are sold through retail home
improvement stores.

States Industries filed for Chapter 11 bankruptcy protection on
August 24, 2010 (Bankr. D. Ore. Case No. 10-65148).  Brad T.
Summers, Esq., and Justin D. Leonard, Esq., who have an office in
Portland, Oregon, assist the Debtor in its restructuring effort.
According to its schedules, the Debtor disclosed $20,615,286 in
total assets and $28,458,541 in total liabilities as of the
petition date.


STEPHEN SELVAGGIO: U.S. Trustee Wants Case Converted to Chapter 7
-----------------------------------------------------------------
Roberta A. Deangelis, U.S. trustee for Region 3, asks the Hon.
Richard E. Fehling U.S. Bankruptcy Court for the Eastern District
of Pennsylvania to convert Stephen F. & Teresa Selvaggio's Chapter
11 case to Chapter 7, or to dismiss the case.

According to the U.S. Trustee, the Debtors commenced this case by
filing a voluntary petition under Chapter 11 of the U.S.
Bankruptcy Code on November 5, 2010, the same date on which a
petition for an entity owned and controlled by the Debtors was
also filed under Chapter 11.

The U.S. Trustee said that this case is the Debtors' second
bankruptcy case filed in this District, the first case having been
filed on July 8, 2010, case number 10-22027, which was dismissed
as requested by the U.S. Trustee on August 12, 2010.

The U.S. Trustee said that similar to their first case, the
Debtors (i) filed for a second bankruptcy commencing the instant
case without any of the other required documents including, but
not necessarily limited to their Schedules, Statement of Financial
Affairs, Creditor Matrix, and Form 22A; (ii) filed their current
petition without paying the required filing fee; and (iii) failed
to obtain credit counseling prior to the commencement of their
case as required.

The U.S. Trustee stated that although the current petition was
filed by attorney Erv D. McClain, Esq., the Petition is not signed
by this or any other attorney, nor has an application for approval
of the employment of any professional to represent the Debtor in
this case been filed.  "The attorney who filed the Petition on
behalf of the Debtors is not qualified to represent the Debtors in
this proceeding as he is not a disinterested person and/or holds
an interest which is adverse to the Debtors," the U.S. Trustee
said.

The Debtors, according to the U.S. Trustee, commenced this case to
again stay certain foreclosure and receivership proceedings
brought by one or more of their secured creditors, or secured
creditors of entities the Debtors own and/or control.  The Debtors
have not obtained the permission of the creditors to use cash
collateral, nor has it made any payments to its secured
creditor(s) subsequent to the Petition Date, the Trustee stated.

Given the Debtors' apparent inability and unwillingness to comply
with and fulfill even the most basic fiduciary obligations and
responsibilities, and their apparent lack of any intent and
ability to reorganize, the Trustee avers that cause exists for the
dismissal or conversion of the Chapter 11 case to Chapter 7.  If
the Court grants the request for dismissal, the Trustee requests
that the Debtors be barred from filing any future bankruptcy case
without express permission of the Court.

A hearing on the U.S. Trustee's request will be held on
November 18, 2010, at 11:00 a.m.

                     About Stephen F. Selvaggio

Bethlehem, Pennsylvania-based Stephen F. Selvaggio and Teresa A.
Selvaggio own and control numerous entities holding real estate
and conducting business in Bucks, Northampton, and Lehigh
Counties, among other places.  They filed for Chapter 11
bankruptcy protection on November 5, 2010 (Bankr. E.D. Pa. Case
No. 10-23282).  Erv D. McLain, Esq., at Mclain & Associates,
assists the Debtors in their restructuring effort.  The Debtors
estimated their assets and debts at $10 million to $50 million.

Affiliate MNMS LP filed a separate Chapter 11 petition on
November 5, 2010 (Bankr. E.D. Pa. Case No. 10-23283).


STEPHEN SELVAGGIO: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------------
Stephen F. and Teresa A. Selvaggio have filed with the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania a list
of its 20 largest unsecured creditors:

   Entity                                             Claim Amount
   ------                                             ------------
County of Northampton Tax
Claim Bureau
669 Washington Street
Easton, PA 18042-7482                                   $113,010

County of Northampton Tax
Claim Bureau
669 Washington Street
Easton, PA 18042-7482                                   $106,948

County Northampton Tax
Claim Bureau
669 Washington Street
Easton, PA 18042-7482                                   $103,332

County of Northampton Tax
Claim Bureau                                             $40,362

County of Northampton Tax
Claim Bureau                                             $39,315

Internal Revenue Service                                 $38,885

County of Northampton Tax
Claim Bureau                                             $35,048

County of Northampton Tax
Claim Bureau                                             $34,935

County of Northampton Tax
Claim Bureau                                             $33,827

County of Northampton Tax
Claim Bureau                                             $33,698

County of Northampton Tax
Claim Bureau                                             $27,795

Pennsylvania Department of Revenue                       $27,106

Wayne county Tax Claim Bureau                            $23,158

Wayne County Tax Claim Bureau                            $20,548

County of Northampton Tax
Claim Bureau                                             $14,657

County of Northampton Tax
Claim Bureau                                             $13,841

County of Northampton Tax
Claim Bureau                                             $13,274

County of Northampton Tax
Claim Bureau                                              $5,652

County of Northampton Tax
Claim Bureau                                              $5,652

County of Northampton Tax
Claim Bureau                                              $5,652

Bethlehem, Pennsylvania-based Stephen F. Selvaggio and Teresa A.
Selvaggio filed for Chapter 11 bankruptcy protection on
November 5, 2010 (Bankr. E.D. Pa. Case No. 10-23282).  Erv D.
McLain, Esq., at Mclain & Associates, assists the Debtors in their
restructuring effort.  The Debtors estimated their assets and
debts at $10 million to $50 million.

Affiliate MNMS LP filed a separate Chapter 11 petition on
November 5, 2010 (Bankr. E.D. Pa. Case No. 10-23283).


STEPHEN SELVAGGIO: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Stephen F. and Teresa A. Selvaggio have filed with the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania its
schedules of assets and liabilities, disclosing:

  Name of Schedule                       Assets        Liabilities
  ----------------                       ------        -----------
A. Real Property                      $22,925,000
B. Personal Property                                     $152,630
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $12,294,968
E. Creditors Holding
   Unsecured Priority
   Claims                                                $778,181
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                      $0
                                      -----------     -----------
      TOTAL                           $23,077,630     $13,073,149

Bethlehem, Pennsylvania-based Stephen F. Selvaggio and Teresa A.
Selvaggio filed for Chapter 11 bankruptcy protection on
November 5, 2010 (Bankr. E.D. Pa. Case No. 10-23282).  Erv D.
McLain, Esq., at Mclain & Associates, assists the Debtors in their
restructuring effort.

Affiliate MNMS LP filed a separate Chapter 11 petition on
November 5, 2010 (Bankr. E.D. Pa. Case No. 10-23283).


SUNGARD DATA: Moody's Corrects Speculative Grade Liquidity Rating
-----------------------------------------------------------------
Moody's Investors Service has made a correction to the speculative
grade liquidity rating of SunGard Data Systems Inc.  Substitute
'Speculative Grade Liquidity Rating of SGL 1- from SGL-2' for
'Speculative Grade Liquidity Rating -- SGL-2.'

Moody's assigned a Caa1 rating to SunGard Data System's proposed
$500 million senior unsecured notes offering.  The proceeds from
the proposed notes will be used to refinance a portion of the
existing 9.125% Senior Unsecured Notes due 2013.  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

SunGard's B2 corporate family rating reflects the company's high
financial leverage of about 6x (debt-to-EBITDA, adjusted for
leases and Moody's standard adjustments) and aggressive financial
policies due to its acquisitive nature.  Since the LBO in 2005,
the company has not de-levered significantly and Moody's expects
that management will remain acquisitive in order to further expand
and diversify its revenue base while seeking growth opportunities.
These credit risks are mitigated by the company's solid market
position as a leading provider of business continuity and
financial institution processing services and its strong business
profile, as represented by low customer concentration, diverse
product line offerings, and broad geographic reach.  In addition,
the company has displayed a relatively consistent and recurring
revenue base and solid free cash flow generation even during
economic recessions.

The stable outlook incorporates Moody's expectation that SunGard
will maintain credit metrics consistent with B2 rated companies
with modest improvement to its financial leverage and other
financial metrics.  The stable outlook also assumes SunGard will
not increase its debt leverage significantly or make dividend
payments to its private equity sponsors.

Despite the downturn and operating weakness across the financial
services sector, the company, through its diverse service
offerings and highly recurring revenue model, continues its stable
performance during the downturn and maintains profit margins
approximately in line with current levels.  If the company were to
incur additional leverage, the rating and/or outlook could
experience negative rating pressure.

This new rating was assigned:

* $500 million Senior Unsecured Notes -- Caa1 (LGD 5, 79%)

These ratings were affirmed/assessments revised:

* Corporate Family Rating -- B2

* Probability of Default Rating -- B2

* $830 million Secured Revolving Credit Facility due 2011 and 2013
  -- Ba3 (LGD-2, 27% from 28%)

* $4.7 billion Secured Term Loan Facility due 2014 and 2016 -- Ba3
  (LGD-2, 27 from 28%)

* $250 million Senior Notes due 2014 -- B3 (LGD-4, 64% from 65%)

* $500 million Senior Unsecured Notes due 2015 -- Caa1 (LGD-5, 79%
  from 80%)

* $1.1 billion Senior Notes due 2013 -- Caa1 (LGD-5, 79% from 80%)

* $1.0 billion Senior Subordinated Notes due 2015 -- Caa1 (LGD-6,
  94%)

Rating upgraded:

* Speculative Grade Liquidity Rating - SGL 1 from SGL-2

With about $5.3 billion in revenues for the twelve months ended
September 30, 2010, SunGard Data Systems Inc., headquartered in
Wayne, Pennsylvania, is a provider of software and IT services.
SunGard was acquired in a leveraged buy-out (LBO) by a consortium
of private equity investors (including Bain, Blackstone, KKR,
Silver Lake, Texas Pacific Group, GS Partners, and Providence
Equity) in August 2005.


SUSAN KRYGIELL: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Susan H. Krygiell
        23 Quiet Moon Lane
        Las Vegas, NV 89135

Bankruptcy Case No.: 10-31398

Chapter 11 Petition Date: November 11, 2010

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

Judge: Bruce A. Markell

Debtor's Counsel: H Stan Johnson, Esq.
                  CJD LAW GROUP, LLC
                  6293 Dean Martin Drive, Suite G
                  Las Vegas, NV 89118
                  Tel: (702) 823-3500
                  Fax: (702) 823-3400
                  E-mail: sjohnson@cjdnv.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 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-31398.pdf


TALON INT'L: Posts $1.2 Million Net Loss in September 30 Quarter
----------------------------------------------------------------
Talon International Inc. reported that net loss for the quarter
ended September 30, 2010 was $1.2 million compared to a net loss
of $647,000 for the same period in 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$12.77 million in total assets, $8.00 million in total
liabilities, and a stockholder's equity of $12.38 million.

Talon zipper sales were $5.5 million for the quarter ended
September 30, 2010, reflecting a decline of 4.9% from the same
quarter in 2009.  Global economic weakness continued to drag on
consumer confidence and spending, and fueled caution among
retailers to avoid excess inventories.  Buying at the wholesale
level suffered in the third quarter as these concerns increased.

"Although the third quarter sales results were a modest
disappointment we nevertheless believe the third quarter of 2010
was a major success and a new beginning for growth and
profitability.  During the quarter we saw our customers embracing
cautious outlooks with regard to retail sales and consequently
adopting limited inventory purchase plans for the balance of
2010," noted Lonnie Schnell, Talon's CEO.  "Despite the softness
in the quarter's revenues we were pleased with our third quarter
as we completed a milestone recapitalization of the Company's debt
that greatly enhances our future liquidity and positions the
Company to generate quality net earnings in future periods."

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6e6c

                    About Talon International

Woodland Hills, Calif.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.


TC GLOBAL: Posts $1.6 Million Net Loss in Sept. 26 Quarter
----------------------------------------------------------
TC Global Inc. filed its quarterly report on Form 10-Q, reporting
a net loss of $1.59 million on $9.20 million of net sales for the
thirteen weeks ended Sept. 26, 2010, compared with a net loss of
$1.27 million of $9.78 million for the thirteen weeks ended Sept.
27, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$10.13 million in total assets, $15.94 million in total
liabilities, and a stockholders' deficit of $5.82 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e5d

                       About Tully's Coffee

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 545 branded retail locations globally.
TC Global also has the rights to distribute Tully's coffee through
all wholesale channels internationally, outside of North America,
the Caribbean and Japan.



TEN SIDE: Asks for Court's Permission to Use Cash Collateral
------------------------------------------------------------
Ten Side Holdings, LLC, seeks authority from the U.S. Bankruptcy
Court for the Northern District of Georgia to use cash collateral.

On July 6, 2007, the Debtor entered into a Construction Loan
Agreement with Keybank National Association, for a loan to the
Debtor in the original principal amount of $44,400,000.  On
February 29, 2008, the Debtor entered into a First Modification of
Construction Loan Agreement with Keybank, for an increase of the
amount of the Loan of up to $5,000,000.

The Debtor's sole member and owner, Ten Side Member, LLC, entered
into a mezzanine loan agreement with Capital Mezz, LLC, to borrow
up to $10,767,307.  On February 29, 2010, Ten Side Member entered
into a Modification to Loan Documents with Capital Mezz, to
increase the amount of the Mezz Loan to $14,609,327.

As of the Petition Date, the total outstanding balance on the Loan
was approximately $45,778,222.04.

Capital Mezz, through its sole member Archstone, began contacting
Waterton Associates, LLC regarding the possible interest of
Waterton Associates in purchasing the Loan.  Waterton Associates
requested that Archstone send to Waterton Associates confidential
information obtained from the Debtor during inspections regarding,
inter alia, the potential environmental liability.  Archstone
provided confidential financial and other information about the
Property to Waterton Associates.  Waterton and Capital Mezz
entered into an agreement whereby Capital Mezz would receive a
monetary benefit from Waterton should it succeed in its
foreclosure action against the Debtor.

On October 21, 2010, Keybank endorsed, transferred and assigned
the Loan, together with all of Keybank's rights, title, and
interest in and to the Loan and related documents, to special
purpose entity Waterton Tenside N.H., LLC.  Waterton purchased the
Loan from Keybank with the sole purpose of immediately foreclosing
on a project that constitutes 38,600-square feet of ground level
retail space, and another that constitutes a multi-level parking
garage, all located at 1000 Northside Drive, Atlanta, Georgia.

Denise D. Dell-Powell, Esq., at Burr & Forman, LLP, explains that
the Debtor needs to access cash collateral to fund its Chapter 11
case, pay suppliers and other parties.  The Debtor will use the
collateral pursuant to a budget.  The Debtor is yet to supplement
this motion to provide a proposed budget.

The Debtor submits that Waterton is adequately protected because
the Debtor proposes: (a) granting replacement liens on the
Debtor's property of the same type and nature that may secure
Waterton's pre-petition claim; (b) using Cash Collateral in
accordance with the budget which will maintain and enhance the
Property and normal business operations so as to preserve the
going concern value of the Property, and which includes monthly
escrow payments to cover property taxes and property insurance;
and (c) commencing monthly cash payments in an amount equal to the
non-default rate of interest on the value of Waterton's interest
in the Property4.

The Debtor's proposed commencement of monthly interest payments to
Waterton provides further adequate protection.

Secured creditor Waterton objects to the Debtor's request to use
cash collateral.  Waterton said that prepetition, the Debtor was
in substantial default under the Loan Documents.  Waterton filed a
complaint in state court seeking the appointment of a receiver.
After the state court judge signed the order appointing the
receiver, the Debtor filed this bankruptcy action.  According to
Waterton, the Debtor has not met its burden of demonstrating that
Waterton is adequately protected.

Waterton Tenside NH, L.L.C., is represented by Paul M. Rosenblatt
-- prosenblatt@kilpatrickstockton.com -- at Kilpatrick Stockton
LLP.

                           About Ten Side

Atlanta, Georgia-based Ten Side Holdings, LLC, fka Tivoli 643
Holdings, LLC, filed for Chapter 11 bankruptcy protection on
November 3, 2010 (Bankr. N.D. Ga. Case No. 10-93402).  Denise D.
Dell-Powell, Esq., at Burr & Forman, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets at
$10 million to $50 million and debts at $50 million to
$100 million.


TERRESTAR NETWORKS: Marathon Submits $75-Mil. Financing Offer
-------------------------------------------------------------
TerreStar Networks Inc. and its debtor affiliates are set to
convene before the U.S. Bankruptcy Court for the Southern
District of New York today, November 16, 2010, to convince Judge
Sean Lane to grant them final authority to enter into a $75
million postpetition credit agreement with EchoStar Corporation.
EchoStar is the Debtors' largest secured creditor.

David McLaughlin of Bloomberg News reports that counsel to
Marathon Asset Management LP said at the hearing today that
Marathon is also ready to put up a $75 million loan commitment to
fund the Debtors' bankruptcy process and to replace EchoStar as
DIP lender.

Marathon is a large holder of shares of stock issued by TerreStar
Corporation, the Debtors' parent company.  In a Schedule 13D
filing with the U.S. Securities and Exchange Commission dated
November 8, 2010, Marathon disclosed that it is deemed to
beneficially own 22,547,001 shares in TerreStar or 16.2% of the
TerreStar shares deemed issued and outstanding as of August 2,
2010.

Marathon is also one of the parties that objected to the approval
of the Debtors' EchoStar-sponsored DIP Financing Motion.  As
previously reported, the other entities that objected to the DIP
Motion are Harbinger Capital Partners LLC, et al; Solus
Alternative Asset Management LP and Remus Holdings LLC; and
Sprint Nextel Corporation.

Two more parties recently filed their objections to the DIP
Motion -- the Official Committee of Unsecured Creditors and the
ad hoc committee of 15% senior secured payment-in-kind
noteholders.

The Creditors' Committee opposes the Debtors' proposed waiver of
collateral surcharge rights provided under Section 506(c) of the
Bankruptcy Code.

The Ad Hoc Noteholder Group says it would like to allow the
Debtors to have sufficient "runway" to at least market
substantially all of their assets to a strategic or financial
buyer, but notes that under the proposed milestones of the
Debtors' Restructuring Support Agreement with EchoStar
Corporation which cross-default the DIP Financing, potential
buyers will not have a chance to participate in the process.

In response to the Objections, Ira S. Dizengoff, Esq, at Akin
Gump Strauss Hauer & Feld LLP, in New York, counsel to the
Debtors, contends that the decision to choose the current DIP
Financing proposal was a sound exercise of the Debtors' business
judgment.  None of the terms of the DIP Agreement preclude the
Court from entering a Final DIP Order, he maintains.

"No one suggests that the Debtors failed to run a complete and
robust process to obtain proposals for their DIP Financing nor
did the Debtors not extensively scour the market to identify
potential postpetition lenders," Mr. Dizengoff asserts.  "No one
suggests that the Debtors favored the proposed EchoStar
Corporation DIP Financing at the expense of another financing
facility that would have created more value for the Debtors'
estates."

Each of the Objectors relies primarily on the link between the
DIP Agreement and the Restructuring Support Agreement between the
Debtors and EchoStar, specifically the cross-default provisions
in each, to argue that EchoStar has improperly wrested control of
the Chapter 11 cases from the Debtors and that together the DIP
Agreement and the RSA constitute a "sub rosa" plan that only
benefits EchoStar, Mr. Dizengoff points out.

"While these arguments are not supported by the facts -- and the
Debtors vehemently dispute the assertions -- they are now moot
because the Debtors are no longer asking this Court to approve
the assumption of the RSA," Mr. Dizengoff emphasizes.

Mr. Dizengoff reiterates that the Debtors' DIP financing process
was unassailable, and there is no objection to the fact that the
EchoStar DIP financing commitment represents the best available
financing proposal.  He specifies that of the Objectors, Solus
alone, likely recognizing that the Debtors easily satisfy the
business judgment standard, tries to argue that the Debtors'
decision should be evaluated under the entire fairness standard.

"Solus is wrong," Mr. Dizengoff argues.  He explains that the
heightened scrutiny of entire fairness is inapplicable here
because there can be no self-dealing, the parties engaged in
arm's-length negotiations, and EchoStar is neither a board member
nor exercises any control over any of the Debtors.

As to milestone dates, Mr. Dizengoff states that they are
commonly included in DIP agreements by first lien/priming lenders
to ensure that a lender's investment is protected from a
protracted stay in Chapter 11.  He notes that the Debtors'
business does not currently generate more than a minimal revenue
stream, and EchoStar was providing funds on a junior basis.  For
this reason, he points out, EchoStar insisted on certain
"Milestones" to ensure that its $75,000,000 junior DIP Loan would
provide the liquidity necessary to get the Debtors through these
bankruptcy proceedings, but would not result in undue risk on the
DIP Lender in a situation in which it was making a junior
investment behind more than $1 billion.

EchoStar's insistence on the Milestones, which give the Debtors
more than three months from the Petition Date to market their
assets and maximize value for all stakeholders, does not give
EchoStar control over the outcome of the proceedings, Mr.
Dizengoff assures the Court.  The Debtors, he maintains, could
replace the EchoStar DIP Financing Agreement if a more
advantageous replacement loan becomes available.

"There is nothing about the Milestones that makes the outcome a
fait accompli and, as a result, the Milestones do not turn the
DIP Agreement into a sub rosa plan," Mr. Dizengoff asserts.

Mr. Dizengoff also argues that any objections at the early stage
of the Debtors' Chapter 11 cases relating to the existence of
security interests in prepetition assets are entirely premature
and improper in the context of the DIP Motion.  He elaborates
that as part of the DIP Financing, the Debtors have not taken a
position on whether a particular creditor is or is not secured by
any particular prepetition assets; rather, the Debtors have
simply stipulated in the DIP Financing order that creditors have
security interests in whatever assets the relevant documents
state.

With regard to specific objections, Mr. Dizengoff asserts that:

  * The Creditors' Committee's objection should be overruled
    because many of them are addressed in a revised proposed
    final order to the DIP Financing Motion;

  * Sprint's objections are founded in its attempt to "protect"
    recovery on account of its contingent, unliquidated and
    disputed litigation claim.  Mr. Dizengoff argues that
    the Sprint Objection primarily addresses whether valid liens
    exist in the Debtors' Federal Communications Commission
    Licenses or the related proceeds and similar arguments are
    entirely premature and improper in the context of the DIP
    Financing Motion;

  * Sprint's remaining argument has no merit, where Sprint
    asserts that TerreStar License Inc., as a non-operating
    entity, should not guarantee the DIP Financing as it will
    receive no benefit from the DIP Financing.  Mr. Dizengoff
    asserts that the objection wholly misses the point --
    that without the support provided by TerreStar Networks Inc.
    and its continued operations, which are made possible
    through the DIP Financing, any value that exists in the
    licenses held by TLI could be lost; and

  * The Court should not consider Marathon's objections to the
    DIP Motion because Marathon lacks standing.  Mr. Dizengoff
    points out that Marathon is not a party-in-interest in the
    Debtors' Chapter 11 cases and has no direct stake in or
    relationship with the Debtors.  Instead, Marathon is a
    shareholder of common stock of the Debtors' parent
    corporation, which is not part of the bankruptcy
    proceedings.  As a result, Marathon's objections are
    improper and should be disregarded.

A chart summarizing the objections and the Debtors' responses is
available for free at http://bankrupt.com/misc/TrStrDIPObjSum.pdf

            Debtors Ink 1st Amendment to DIP Agreement

The Debtors entered into a first amendment of the DIP Credit
Agreement on November 12, 2010.

The Amendments are effective as of November 5, 2010, and includes
these changes:

  (a) The definition of Acceptable Plan in Section 1.01 is
      amended in its entirety to read as:

         "'Acceptable Plan' shall mean a Plan in form and
         substance reasonably acceptable to the Required
         Lenders; provided, however, that a Plan, which is
         consistent in all respects with, and includes all the
         terms of, the Plan filed with the Bankruptcy Court on
         November 5, 2010, as such Plan has been, or may be
         amended pursuant to Article XI thereof, shall be deemed
         acceptable to the Required Lenders."

  (b) The definition of Agreed Budget in Section 1.01 is amended
      in its entirety to read as:

         "'Agreed Budget' shall mean Exhibit A to the Agreed
         Budget Letter Agreement, dated November 12, 2010, by
         and between the Borrower and Lender party thereto,
         subject to modification pursuant to Section 5.11(a)."

  (c) The definition of Milestone Requirement in Section 1.01 is
      amended in its entirety to read as:

         "Milestone Requirement" shall mean the requirement that
         the Loan Parties, other than the Non-Subsidiary
         Guarantors, shall meet the following deadlines;
         provided however, that in the case of clauses (b), (f)
         and (g) below, the deadlines shall be met by all Loan
         Parties (which, for the avoidance of doubt, exclude the
         Non-Subsidiary Guarantors from and after the Repayment
         Date): (a) filing an Acceptable Plan by November 5,
         2010, (b) filing, jointly with any person required by
         the FCC or Industry Canada, (i) all necessary
         applications for approval of the transfers of control
         over all the FCC Licenses, and the transfer of control
         over, transfer or assignment of all the Industry Canada
         Licenses within the terms and conditions thereof, and
         related authorizations held by any Loan Party that are
         contemplated by any Acceptable Plan and (ii) all
         required notifications to the FCC and Industry Canada,
         in each case by December 14, 2010, (c) receiving
         Bankruptcy Court approval of a disclosure statement by
         December 14, 2010, (d) commencement of a hearing by the
         Bankruptcy Court on confirmation of an Acceptable Plan
         by January 31, 2011, (e) entry of a final, non-
         appealable order by the Bankruptcy Court confirming
         such Acceptable Plan by February 14, 2011, (f) within 7
         days after request of the Administrative Agent (acting
         at the written request of the Required Lenders), with
         respect to any order of the Bankruptcy Court, a
         corresponding recognition order, in form and substance
         reasonably acceptable to the Required Lenders shall
         have been entered in the Canadian Court, which order
         shall have become final and non-appealable within
         twenty-one (21) days after entry of such order by the
         Canadian Court, and (g) the Final DIP Order and Final
         Recognition Order shall have become final and non-
         appealable within 60 and 63 days of the date of the
         entry of the Interim DIP Order and Initial Recognition
         Order, respectively."

  (d) The definitions of Loan Parties and Guarantors from and
      after the Repayment Date will exclude the Non-Subsidiary
      Guarantors, and, from and after the date, the Non-
      Subsidiary Guarantors will cease to be Guarantors and will
      cease to be Loan Parties, and any security interests
      granted in any of the Loan Documents in any of the
      Collateral of the Non-Subsidiary Guarantors will be
      released and terminated.

A full-text copy of the First Amended DIP Agreement is available
for free at http://bankrupt.com/misc/TrStr1stDIPAgmt.pdf

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP ,  serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


TERRESTAR NETWORKS: Withdraws Plea to Assume EchoStar Plan Deal
---------------------------------------------------------------
TerreStar Networks Inc. and its units have withdrawn their request
to assume the restructuring agreement it reached with EchoStar
Corporation.

The Debtors' request on the RSA assumption was previously
scheduled to be heard on November 16, 2010.

Before its withdrawal, the Debtors' request was subject to a
number of objections from Spring Nextel Corporation, Solus
Alternative Asset Management LP and Remus Holdings LLC, and
Harbinger Capital Partners LLC.  MAST Capital Management LLC
joined the fray by suggesting changes to the proposed order.

The latest objection filed before the requested RSA assumption
was withdrawn was from the Official Committee of Unsecured
Creditors who argued that the Debtors were attempting to force
feed the RSA to parties-in-interest.  The Committee also made the
same assertions as the other objectors in the contention that the
RSA gave EchoStar complete control over the Debtors' Chapter 11
cases.

Spring Nextel Corporation; Solus Alternative Asset Management LP
and Remus Holdings LLC; Harbinger Capital Partners LLC; and
Marathon Asset Management L.P., in separate filings, asked Judge
Lane to deny the Debtors' request to assume a restructuring
support agreement with EchoStar Corporation.

On behalf of Spring Nextel, Eric T. Moser, Esq., at K&L Gates
LLP, in New York, contends that the sole purpose of the
Restructuring Support Agreement is to obtain confirmation of a
plan that transfers the value of the unencumbered assets of
TerreStar License, Inc. for the benefit of the Senior Secured
Noteholders.  "There is no legal justification for that result,
and the Assumption Motion should be denied for that reason alone,"
Mr. Moser asserts.  Mr. Moser further argues that the RSA
Assumption Motion treats the Debtors as if they have been
substantively consolidated and fails to show that the proposed
plan is in the best interest of each Debtor entity.  The
"fiduciary out" provisions are completely illusory given the
deadlines imposed for confirmation of the Debtors' proposed
Chapter 11 Plan of Reorganization, he says.

Solus Alternative, Remus Holdings, and Harbinger Capital argue
that consummation of the Restructuring Support Agreement is not
only tantamount to a breach of the Debtors' fiduciary duties to
other stakeholders, but that it also lacks any sound business
justification.

Representing Solus Alternative and Remus Holdings, Susheel
Kirpalani, Esq., at Quinn Emanuel Urquhart & Sullivan LLP, in New
York, contends that EchoStar's efforts to commandeer the Debtors'
Chapter 11 cases for parochial purposes must be stopped in order
to realize on a primary and egalitarian objective of Chapter 11,
which is to maximize value for all stakeholders.

In addition to needlessly constraining the Debtors' options, the
Restructuring Support Agreement improperly misappropriates value
to EchoStar and its fellow 15% Noteholders because it transfers
value to the 15% Noteholders based on the erroneous assumption
that the 15% Noteholders hold a valid, perfected security
interest in certain assets, Mr. Kirpalani argues on behalf of
Solus Alternative and Remus Holdings.

Counsel to Harbinger Capital, Debra A. Dandeneau, Esq., at Weil
Gotshal & Manges LLP, in New York, notes that the Debtors are
asking the Court, in the very early stages of the Chapter 11
cases, to take the unprecedented, destructive, and wholly
unnecessary step of tying the hands of the Debtors, the Court,
and all parties-in-interest to a particular restructuring
proposal that was forced upon the Debtors on the eve of their
bankruptcy filing by EchoStar.

Counsel to Marathon, Philip D. Anker, Esq., at Wilmer Cutler
Pickering Hale and Dorr LLP, in New York, argues that the RSA and
the DIP Facility are integral, intertwined parts of EchoStar's
control strategy in the Debtors' Chapter 11 cases.  He asserts
that EchoStar recognizes the potential for enormous value in the
Debtors' assets, and it is therefore trying at this very early
stage in the Chapter 11 cases to gain irrevocable control over
where the Chapter 11 cases are headed.

If the RSA is assumed and the DIP Facility is approved in its
proposed form, it will be much harder for any entity other than
EchoStar to seek to buy the Debtors' assets or propose any
restructuring alternative to the Plan, Mr. Anker points out on
behalf of Marathon.

The RSA and DIP Facility, working together, predetermine the
process and outcome for the Plan -- to the detriment of the
Debtors' estates and their stakeholders, Mr. Anker says.

"While the Debtor has every right to propose the Plan, that Plan
should be evaluated on its terms and in accordance with the
normal bankruptcy process," Marathon asserts.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP ,  serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


TERRESTAR NETWORKS: Resolves 7 Cases' Dismissal Motion
------------------------------------------------------
TerreStar Networks, Inc. and its debtor affiliates; EchoStar
Corporation; Solus Alternative Asset Management LP; Millennium
International Management LP; Harbinger Capital Partners LLC; and
Highland Capital Management L.P. seek entry into a stipulation in
an attempt to resolve a Motion to Dismiss the Chapter 11 cases of
seven affiliates of TerreStar, known as the Non-TSN Debtors.

The Non-TSN Debtors refer to Motient Holdings, Inc.; MVH
Holdings, Inc.; TerreStar New York, Inc.; Motient Communications,
Inc.; Motient Services, Inc.; Motient Ventures Holding, Inc.; and
Motient License Inc.

The Case Dismissal Motion was filed by Solus and Millennium
International, known holders of TerreStar's Series B Cumulative
Convertible Preferred Stock.  Harbinger and Highland Capital are
also holders of TerreStar Series B Preferred Stock.

The Parties specifically stipulate on these terms:

  (a) TerreStar Corporation and the Non-TSN Debtors will remain
      parties to the Plan Support Agreement entered into by the
      Debtors, TSC, TerreStar Holdings Inc., and EchoStar.

  (b) The PSA will be deemed amended according to these
      guidelines:

        (i) the assets, property, and stock of the Non-TSN
            Debtors and any direct or indirect subsidiary of TSC
            -- other than (1) TSN or any of TSN's direct or
            indirect subsidiaries, or (2) any assets that the
            Non-TSN Debtors have in the TSN Debtors, including,
            without limitation, the common stock of TSN held by
            Motient Ventures Holding Inc. -- will not be
            restructured or distributed pursuant to the Plan;

       (ii) TSC, TS Holdings, and the Non-TSN Debtors will not
            be liable for any monetary damages for any alleged
            breach of the PSA, and the only remedy that will be
            available to the other parties for any breach will
            be specific performance; and

      (iii) TSC, TS Holdings, and the Non-TSN Debtors will not
            be required to vote any claims or interests they
            have against TSN or any subsidiary of TSN in favor
            of or against the Plan.

      The TSN Debtors refer to TSN, TerreStar National Services,
      Inc., TerreStar License, Inc., 0887729 B.C. Ltd.,
      TerreStar Networks Holdings (Canada) Inc. and TerreStar
      Networks (Canada) Inc.

  (c) None of the Non-TSN Debtors will be party to any plan of
      reorganization that restructures or reorganizes the TSN
      Debtors, unless either (i) the Preferred Stockholders
      holding a majority of each of the aggregate number of
      shares then outstanding of TSC's Series A Cumulative
      Convertible Preferred Stock and the aggregate number of
      shares then outstanding of TSC's Series B Cumulative
      Convertible Preferred Stock held by the Preferred
      Stockholders consent, which consent will not be
      unreasonably withheld or delayed, or (ii) a Non-TSN Debtor
      determines in good faith that its fiduciary duties require
      it to be party to a plan;

  (d) The Debtor-In-Possession Credit, Security & Guaranty
      Agreement, by and among the Debtors, EchoStar and any
      lender parties thereto, and The Bank of New York Mellon,
      will be amended to provide that, upon repayment to
      Echostar, in full and in cash of all principal and accrued
      interest, of any funds owed by the Non-TSN Debtors under
      the DIP Credit Agreement, the Non-TSN Debtors will be
      removed as Loan Parties from the DIP Credit Agreement
      without penalty or requirement to provide guaranties;
      provided that any funding needs required by the Non-TSN
      Debtors will be provided through a loan to be made
      available to TSC and the Non-TSN Debtors upon the date of
      the Non-TSN Debtors' Funds Repayment by certain of the
      Preferred Stockholders, subject to the TSC Loan
      documentation being in form and substance reasonably
      satisfactory to TSC, the Non-TSN Debtors, and the subject
      lenders.

      For the avoidance of doubt, the Non-TSN Debtors will not
      be removed as Loan Parties and guarantors under the DIP
      Credit Agreement unless and until the Non-TSN Debtors'
      Funds Repayment occurs.

      Accordingly, the Debtors and EchoStar agree (i) not to
      advance, or allow to be advanced, more than $15,000 in the
      aggregate to the Non-TSN Debtors under the DIP Credit
      Agreement, and (ii) not to amend the DIP Credit Agreement
      at any time after the Funds Repayment to provide that the
      Debtors will be added as Loan Parties to the DIP Credit
      Agreement.

  (e) From and after the closing date of the TSC Loan until the
      earliest of (i) 75 days after the TSC Closing Date, (ii)
      the time either TSC or TS Holdings enters into an
      agreement regarding postpetition financing for one or both
      of TSC and TS Holdings, or (iii) the date TSC or TS
      Holdings files a petition under the Bankruptcy Code or
      commences any similar insolvency proceeding, provided no
      event of default under the TSC Loan will have occurred,
      each of the Preferred Stockholders will forbear from
      exercising rights and remedies under the certificates of
      designations with respect to the Preferred Stock,
      including the right to appoint or elect board members.

      During the forbearance period, the Certificates of
      Designations, and the protections therein in favor of the
      Preferred Stockholders, will remain in effect.

  (f) The Preferred Stockholders, solely in their capacity as
      preferred stockholders, agree not to object to the relief
      asked in the DIP Motion or the PSA Motion.

  (g) Solus and Millennium International will hold their Motion
      to Dismiss in abeyance as of November 8, 2010.  Solus and
      Millennium also agree to withdraw the Motion to Dismiss
      without prejudice upon the Bankruptcy Court's approval of
      the parties' Stipulation.

      Each of the other Preferred Stockholders agrees that,
      absent any Non-TSN Debtor becoming party to any plan of
      reorganization that restructures or reorganizes any or all
      of the TSN Debtors without first having obtained the
      consent of the Preferred Stockholders, it will not bring
      an action or file a motion seeking any of the relief
      requested in the Motion to Dismiss.

  (h) In the event TSC or TS Holdings becomes a debtor in a
      Chapter 11 case and moves to assume the PSA, each of the
      Preferred Stockholders agrees not to object to that
      motion.

  (i) The Debtors acknowledge and Echostar agrees not to object,
      that TSC's intercompany loan to TSN, evidenced by certain
      notes dated June 8, 2009; July 6, 2009; August 4, 2009;
      August 26, 2009; and September 21, 2009; with a face
      amount totaling $50 million (plus interest) is an allowed,
      undisputed, and non-contingent claim in TSN's Chapter 11
      cases.  The Debtors further agree that the TSC IC Loan
      will be listed on TSN's schedule of assets and liabilities
      as such, without prejudice to the rights of other parties
      in interest.

      The Debtors and TSC agree not to amend or modify any of
      the terms of the TSC IC Loan unless each of a majority of
      the aggregate number of shares then outstanding of TSC's
      Series A Cumulative Convertible Preferred Stock and a
      majority of the aggregate number of shares then
      outstanding of TSC's Series B Cumulative Convertible
      Preferred Stock held by the Preferred Stockholders
      consent, which consent will not be unreasonably withheld
      or delayed.

The Stipulation is scheduled to be heard by Judge Lane on Nov 16,
2010, if an objection is timely filed by Nov. 12.  If no
objections are filed, the Stipulation will be presented to the
Court on Nov. 15.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP ,  serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


TERRESTAR NETWORKS: Files Schedules of Assets and Liabilities
-------------------------------------------------------------

A.   Real Property                                         $0

B.   Personal Property
B.1  Cash on hand                                           0
B.2  Bank Accounts
      Sun Trust Bank
         Demand deposit                            1,034,160
         Investment                                1,362,563
         Certificate of deposits                     237,228
B.3  Security Deposits                                      0
      BCI Northwood Flex LC                            4,957
      Florida Power & Light Company                      195
      Forum Financial Services                        13,710
B.4  Household Goods                                        0
B.5  Books and other collectibles                           0
B.6  Wearing apparel                                        0
B.7  Furs & Jewelry                                         0
B.8  Firearms                                               0
B.9  Insurance                                        Unknown
      See http://bankrupt.com/misc/TSNSkdB9.pdf
B.10 Annuities                                              0
B.11 Education                                              0
B.12 IRA, ERISA, and other pension                          0
B.13 Stock and Interests
      TerreStar National Services, Inc.              Unknown
       -- 100% of Common Stock Ownership
      0887729 B.C. Ltd.                              Unknown
       -- 100% of Common Stock Ownership
      TerreStar License, Inc.                        Unknown
       -- 100% of Common Stock Ownership
      TerreStar Networks Holdings (Canada) Inc.      Unknown
       -- 33.33% of Common Stock Ownership
      TerreStar Networks (Canada), Inc.              Unknown
       -- 20% of Common Stock Ownership
      TerreStar Solutions, Inc.                      Unknown
       -- 46.7% of Common Stock Ownership
B.14 Partnerships & joint ventures                          0
B.15 Bonds                                                  0
B.16 Accounts Receivable
      Intercompany Receivable
        TerreStar Networks (Canada) Inc.           7,817,053
        TerreStar Networks (Canada) Inc.              43,497
        TerreStar National Services, Inc.            804,867
        TerreStar Corporation                        214,215
        TerreStar Global Ltd.                         51,475
B.17 Alimony                                                0
B.18 Other Liquidated Debts                                 0
B.19 Future Interests                                       0
B.20 Death Benefit Plan                                     0
B.21 Other Contingent Claims
B.22 Patents                                          Unknown
      See http://bankrupt.com/misc/TSNSkdB22.pdf
B.23 Licenses                                         Unknown
      See http://bankrupt.com/misc/TSNSkdB23.pdf
B.24 Customer Lists                                         0
B.25 Automobiles                                            0
B.26 Boats                                                  0
B.27 Aircrafts                                              0
B.28 Office Equipment                                 709,111
      See http://bankrupt.com/misc/TSNSkdB28.pdf
B.29 Machinery                                    443,259,858
      See http://bankrupt.com/misc/TSNSkdB29.pdf
B.30 Inventory
      Hardware                                     2,573,345
      Hardware (Demo Sets)                             4,250
      Accessory                                      516,319
      Accessory (Demo Sets)                              785
B.31 Animals                                                0
B.32 Crops                                                  0
B.33 Farming                                                0
B.34 Farm Supplies                                          0
B.35 Other Personal Property
      Prepaid Expenses
        Financing Fees                             2,032,173
        Inventory                                  2,754,000
        Insurance                                  2,380,130
        Rent                                         203,508
        Site Rent                                     37,160
        Maintenance                                1,281,947
        Software                                      17,524
        Financing Fees                             4,826,411
        Employee Travel Advances                       9,850
        Miscellaneous                                214,141
      Leasehold Improvements                       1,439,778

     TOTAL SCHEDULED ASSETS                     $473,844,219
     =======================================================

C.   Property Claimed as Exempt                Not applicable

D.   Secured Claims
      Data Sales Co., Inc.                           Unknown
      Forum Financial Services, Inc.                 Unknown
      IBM Credit LLC                                 Unknown
      U.S. Bank National Association
        Purchase money credit facility           $85,995,122
        Senior secured notes                     944,354,969

E.   Unsecured Priority Claims                        Unknown
      See http://bankrupt.com/misc/TSNSkdE.pdf

F.   Unsecured Non-priority Claims
      Deutsche Bank National Trust               178,715,631
      TerreStar Corporation                       56,875,342
      Space Systems/Loral                         35,647,804
      Elektrobit, Inc.                            25,847,904
      Others                                      16,011,039
       See http://bankrupt.com/misc/TSNSkdF.pdf


     TOTAL SCHEDULED LIABILITIES              $1,343,447,811
     =======================================================

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP ,  serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


TERRESTAR NETWORKS: Files Statement of Financial Affairs
--------------------------------------------------------
Vincent Loiacono, chief financial officer of TerreStar Networks,
Inc., disclosed that the company incurred losses from the
operation of its business during the two years immediately
preceding the Petition Date:

  Period              Source                       Amount
  ------              ------                  --------------
  YTD 09/30/10        Loss from Operation     ($174,877,804)
  FYE 12/31/09        Loss from Operation     ($164,334,814)
  FYE 12/31/08        Loss from Operation     ($213,250,321)

TSN also earned income or incurred expenses other than from the
operation of its business during the two years immediately
preceding the Petition Date:

  Period              Source                       Amount
  ------              ------                  --------------
  YTD 09/30/10        Other income (expense)      ($123,774)
  YTD 09/30/10        Interest income              $915,933
  FYE 12/31/09        Other income                 $275,644
  FYE 12/31/09        Interest income              $813,953
  FYE 12/31/08        Other income                 $202,631
  FYE 12/31/08        Interest income            $3,279,576

Mr. Loiacono reported within 90 days immediately before the
Petition Date, TSN made payments to creditors, a list of which
can be accessed for free at http://bankrupt.com/misc/TSNSkd3b.pdf

Moreover, within one year immediately before the Petition Date,
TSN made payments to creditors who are insiders, a list of which
is available for free at http://bankrupt.com/misc/TSNInsiders.pdf

TSN is a party to two lawsuits currently pending in the United
States District Court for the Eastern District of Virginia.  The
Lawsuits are:

  -- a commercial litigation filed by Spring Nextel Corporation
     vs. TerreStar Networks and New ICO Satellite Services G.P.;
     and

  -- a threatened IP Infringement Claim filed by Jae-Youn Kim.

Within one year before the Petition Date, TSN paid professionals
who helped in preparing the company in filing for bankruptcy
protection.  The Professionals are:

  -- Akin Gump Strauss Hauer & Feld LLP,
  -- Bennet Jones,
  -- Blackstone Advisory Partners LP,
  -- Deloitte & Touche LLP,
  -- Fraser Milner Casgrain LLP,
  -- Stikeman Elliott LLP, and
  -- The Garden City Group, Inc.

A list of the amounts paid to each Professional is available for
free at http://bankrupt.com/misc/TSNProFees.pdf

Within two years immediately before the Petition Date, the
Company transferred these properties:

                          Date of
  Property                Transfer   Transferee
  --------                --------   ----------
  Exclusivity Agreement/  01/26/10   Harbinger Capital Partners
  Prepayment Agreement               Fund I, Ltd.; Harbinger
                                     Capital Partners Special
                                     Situation Fund; HGW Holding
                                     Company LP

  Satellite Minutes       05/06/10   LightSquared LP f/k/a
  Agreement                          Sky Terra Communications,
                                     Inc.

  Purchase Money Credit   02/05/10   US Bank National
  Agreement                          Association as collateral
                                     agent

TSN's books and records are kept by:

  Name                               Dates Services Rendered
  ----                               -----------------------
  Premsigh Giridharsuryakala         06/01/09 - present
  Controller

  Vincent Loiacono                   10/31/08 - present
  Chief Financial Officer

TSN's books and records for the year ended 2009 were audited by
Ernst & Young.  For the year ended 2008, the Company's books and
records were audited by Friedman LLP.

TSN officers, directors, and stockholders who directly or
indirectly own 5% percent or more of the voting or equity
securities of the corporation are:

  Name                    Title                      Percentage
  ----                    -----                      ----------
  Alexandra M. Field      Senior Vice President &          --
                          Deputy General Counsel
                          Law and Public Policy

  David Andonian          Director                         --

  David Meltzer           Director                         --

  Dennis W. Matheson      Chief Technology Officer &       --
                          Executive Vice President
                          Corporate Planning

  Douglas Brandon         General Counsel & Secretary      --

  Eugene Davis            Director                         --

  Jacques Leduc           Director                         --

  Jeffrey Epstein         President and Chief              --
                          Executive Officer

  Jeffrey Stern           Senior Vice President            --
                          Government Solutions

  Leonard Dale Weaver     Senior Vice President            --
                          Operations

  Motient Ventures        --                         Stockholder
  Holding Inc.                                       81.9% of
                                                     Common
                                                     Stock
                                                     Ownership

  MSV Investors LLC       --                         Stockholder
                                                     10.3% of
                                                     Common
                                                     Stock
                                                     Ownership

  TerreStar Corporation   --                         Stockholder
                                                     7.4% of
                                                     Common
                                                     Stock
                                                     Ownership

  Vincent Loiacono        Chief Financial Officer          --

  William M. Freeman      Chairman of the Board of         --
                          Directors

  William Sparks          Senior Vice President            --
                          Human Resources &
                          Administration

TSN terminated two of its directors, David Raynor and Dean A.
Olmstead, on December 31, 2009.

One year before the Petition Date, TSN distributed amounts
aggregating more than $3,000,000 to insiders.  A list of the
insiders and the amounts given to each insider is available for
free at http://bankrupt.com/misc/TSNInsidersPay.pdf

TSN's taxes are paid together with its parent, TerreStar
Corporation, under taxpayer identification number 93-0976 127.

For six years, TSN has been responsible for contributing under a
401(k) Plan under TIN 32-0003931.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP ,  serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


TETRAGENEX PHARMACEUTICALS: Confirmation Hearing on Jan. 5
----------------------------------------------------------
Tetragenex Pharmaceuticals, Inc., fka Innapharma, Inc., sought
chapter 11 protection (Bankr. E.D.N.Y. Case No. 10-78439) on
Oct. 26, 2010, and filed its Prepackaged Plan of Reorganization of
Tetragenex Pharmaceuticals, Inc., dated Aug. 10, 2010, and its
Disclosure Statement for the Prepackaged Plan of Reorganization of
Tetragenex Pharmaceuticals, Inc., dated Aug. 10, 2010, that same
day.

Copies of the Plan and Disclosure Statement may be obtained upon
written request of the Debtor's counsel by contacting:

         Paul Rachmuth, Esq.
         GERSTEN SAVAGE, LLP
         600 Lexington Avenue
         New York, NY 10022
         E-mail: prachmuth@gerstensavage.com

Prior to the Petition Date, each class of creditor and interest
holder entitled to vote on the Plan voted to accept the Plan.

On November 4, 2010, the Bankruptcy Court entered an Amended Order
(A) Scheduling a Combined Hearing on the Adequacy of the
Disclosure Statement; Confirmation of the Plan and Setting the
Objection Deadline for the Disclosure Statement and Plan; (B)
Approving the Form and Notice of the Combined Hearing on Adequacy
of the Disclosure Statement and Confirmation of the Plan; (C)
Establishing Procedures for Objecting to the Disclosure Statement
and Plan; (D) Approving the Prepetition Solicitation Procedures;
and (E) Granting Related Relief, scheduling a combined hearing on
the adequacy of the Debtors' prepetition solicitation procedures,
the adequacy of the Disclosure Statement and to consider
confirmation of the Plan.

The Bankruptcy Court has not approved the Disclosure Statement as
having adequate information within the meaning of Sec. 1125 (a) of
the Bankruptcy Code, and has not confirmed the Plan pursuant to
Sec. 1129 of the Bankruptcy Code.

The Combined Hearing will be held on Jan. 5, 2010 at 2:00 p.m.
(Eastern Time) before the Honorable Robert Grossman, United States
Bankruptcy Judge, in Courtroom 860 of the United States Bankruptcy
Court for the Eastern District of New York, Alfonse M. D'Amato
U.S. Courthouse, 290 Federal Plaza, Central Islip 11722.  The
Combined Hearing may be adjourned from time to time without
further notice other than an announcement of the adjourned date or
dates in open court or at the Combined Hearing and will be
available on the electronic case filing docket.

Any objections to the Solicitation Procedures, the Disclosure
Statement or confirmation of the Plan must be filed with the Clerk
of the Court together with proof of service thereof, and served so
as to be actually received by no later than Dec. 20, 2010 at
4:00 p.m.


TETRAGENEX PHARMACEUTICALS: Proofs of Claim Due by Dec. 13
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
entered an Order establishing Dec. 13, 2010, as the last date for
each person or entity (including individuals, partnerships,
corporations, joint ventures and trusts, and with the exception of
Governmental Units) to file a Proof of Claim against Tetragenex
Pharmaceuticals, Inc.

Tetragenex Pharmaceuticals, Inc., fka Innapharma, Inc., sought
Chapter 11 protection (Bankr. E.D.N.Y. Case No. 10-78439) on
Oct. 26, 2010, and filed its Prepackaged Plan of Reorganization of
Tetragenex Pharmaceuticals, Inc., dated Aug. 10, 2010, and its
Disclosure Statement for the Prepackaged Plan of Reorganization of
Tetragenex Pharmaceuticals, Inc., dated Aug. 10, 2010, that same
day.  The Debtor is represented by Paul Rachmuth, Esq., at Gersten
Savage, LLP.


TIMOTHY WRIGHT: Has Access to Lenders' Cash Until February 1
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona extended the
interim access of Timothy Ray Wright to rents securing debts to
certain designated creditors.

The Debtor would use the cash collateral to operate is business
until February 1, 2011.

As reported in the Troubled Company Reporter on January 14, 2010,
numerous secured creditors claim liens on the Debtor's assets
totaling $40,000,000, with a fair market value estimated at
$35,000,000.

The secured creditors claim the rental revenue generated by the
Debtor's postpetition rental activities.

As adequate protection for any diminution in value of the secured
creditors' collateral, the Debtor added that the secured creditors
will be adequately protected by:

    1. the Debtor's and the Companies' continuation and
       preservation of the on-going concern value of the business.

    2. the equity cushion in many of the Debtor's real properties
       and the absence of any blanket liens.

    3. the replacement lien in the Debtor's postpetition rents on
       the same assets and in the same order of priority as
       currently exists between the DIP and each secured creditor.

                    About Timothy Ray Wright

Phoenix, Arizona-based Timothy Ray Wright -- dba Timothy R. Wright
and Timothy Wright -- filed for Chapter 11 bankruptcy protection
on December 14, 2009 (Bankr. D. Ariz. Case No. 09-32244).  Howard
C. Meyers, Esq., at Burch & Cracchiolo, P.A., represents the
Debtor.  The Company estimated assets and debts at $10 million to
$50 million.


TOBACCO ROSE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tobacco Rose Farm Construction & Development Services, LLC
        681 Blue Sky Parkway
        Lexington, KY 40509

Bankruptcy Case No.: 10-53628

Chapter 11 Petition Date: November 12, 2010

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

Debtor's Counsel: Jamie L. Harris, Esq.
                  DELCOTTO LAW GROUP PLLC
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  E-mail: jharris@dlgfirm.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/kyeb10-53628.pdf

The petition was signed by Sheila H. Baker, president.


TRIBUNE CO: Wins Nod of 2010 Management Incentive Plan
------------------------------------------------------
Judge Kevin Carey authorized Tribune Co. and its units to
implement their 2010 management incentive plan to approximately
640 management  mployees except with respect to Chandler Bigelow,
Daniel G.
Kazan, Harry Amsden, Robert Gremillion, and David D. Williams.

The Debtors' 2010 MIP has an aggregate payout opportunity of
approximately:

(a) $16.5 million, representing a 50%-of-target payout to all
    2010 MIP Participants, if the Company achieves "threshold"
    performance equal to $500 million of 2010 consolidated
    operating cash flow;

(b) $33.0 million, representing a 100%-of-target payout to all
    MIP Participants, if the Company achieves "target"
    performance for 2010 equal to $550 million of consolidated
    OCF; and

(c) $42.9 million, representing a 130%-of-target payout to all
    2010 MIP Participants, if the Company achieves "maximum"
    performance for 2010 of $685 million of consolidated OCF.

The Court's order is without prejudice to the Debtors' right to
seek approval of the 2010 MIP Motion as to those Deferred
Participants at a future time, or to the right of any party to
raise objections to any motion.

Prior to the hearing on the Motion, the Official Committee of
Unsecured Creditors told the Court it is premature to reward the
five Deferred Participants because they are:

  (a) implicated in the report of Kenneth N. Klee, as Examiner,
      dated July 26, 2010 as possibly having been involved in
      wrongdoing or having acted inconsistently with their
      fiduciary obligations in connection with the 2007
      leveraged buy-out of Tribune Company; and

  (b) named as defendants in the adversary proceeding brought by
      it against third parties on behalf of the Tribune estates.

In consideration of the Committee's objection, the Debtors
delivered to the Court a revised form of order with respect to
their proposed 2010 Management Incentive Plan.  The revised form
of order added a "clawback" provision requiring the repayment of
the 2010 MIP award received by any 2010 MIP participant who is
found by the Court or any other court of competent jurisdiction,
in a final non-appealable order or judgment, to have breached his
or her fiduciary duty or committed an intentional tortuous wrong
as part of Tribune Company's leveraged buy-out transaction in
2007.

The Debtors also supplemented their witness and exhibit
information as set forth in the Joint Pretrial Memorandum
regarding the motion for an order authorizing the Debtors to
implement a Management Incentive Plan for 2010.

At the hearing on the 2010 MIP Motion, the Debtors called Eddy
Hartenstein, co-president of Tribune Company/Publisher & CEO of
The Los Angeles Times, as a fact witness in their direct case.
Principal areas of Mr. Hartenstein's testimony included a
description of the Debtors' business and the 2010 MIP; the facts
and circumstances justifying the 2010 MIP; and the Debtors'
historical compensation practices.

The testimony of John Dempsey, partner at Mercer (U.S.), Inc.,
included a description of the 2010 MIP, including initial and
revised performance goals, award opportunities and compensation.
The Debtors' remaining witnesses and any rebuttal witnesses are
set forth in the Joint Pre-trial Memorandum.

The Debtors revised their list of exhibits that they presently
intend to offer into evidence in their direct case at the hearing
on the 2010 MIP Motion:

  (a) Tribune Company Incentive Compensation Plan (Restated as
      of 2004);

  (b) Comparison of Pay-for-Performance Structure of 2010 MIP
      to prior years;

  (c) July 23, 2010 Supplemental Mercer Report re: 2010 MIP;

  (d) May 26, 2010 Mercer Report re: 2010 MIP;

  (e) October 26, 2010 Mercer Report re: Executive Compensation;

  (f) Chart Comparing Initial and Revised 2010 MIP Metrics and
      Payouts;

  (g) 2010 MIP Comparison Statistics vs. Prior Years;

  (h) Tribune 2010 Projections (incl. 2010 Plan);

  (i) Dow Jones Industrial Average Graph; and

  (j) Publishing Group Performance Charts.

In a separate order, Judge Carey authorized the Debtors to file
under seal the unredacted May 2010 Mercer Report and unredacted
July 2010 Mercer Report.

                       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 Davis Wright as Special Counsel
----------------------------------------------------
Tribune Co. and its units seek the Bankruptcy Court's authority to
employ Davis Wright Tremaine LLP as special counsel to Los Angeles
Times Communications LLC for certain media litigation matters nunc
pro tunc to October 1, 2010.

The Debtors filed the Application for the limited purpose of
converting Davis Wright's existing retention by LA Times under the
Court's Ordinary Course Professional Order into a retention
pursuant to Sections 327(e) and 1107 of the Bankruptcy Code.

The Debtors tell the Court that Davis Wright has exceeded the
applicable monthly cap on its services under the OCP Order for
multiple consecutive months, and they expect that Davis Wright may
continue to exceed that monthly cap on a regular basis in the
future.

The Debtors relate that Davis Wright has represented LA Times with
respect to various Media Litigation Matters that have arisen or
have resulted in unanticipated legal costs subsequent to the
Petition Date.  These, according to the Debtors, have included:

  -- a lawsuit under the California Public Records Act against
     the Los Angeles County Sheriff, in which LA Times initially
     was successful, but subsequently was challenged by the
     officer's union, resulting in substantial unanticipated
     fees and costs;

  -- a lawsuit involving disclosure of the identities of
     Pasadena police officers who exercised lethal force, in
     which the union's counsel initiated lengthy discovery
     fights; and

  -- researching and advising LA Times concerning legal issues
     about a possible new business initiative.

The Debtors maintain that those representations of the LA Times by
Davis Wright, taken together with Davis Wright's representations
of the LA Times in connection with the pre-existing Media
Litigation Matters, caused Davis Wright's fees to exceed the
Monthly Cap of $50,000 in each of the months from March to June
2010, inclusive.  Moreover, the Debtors note, the Media Litigation
Matters on which Davis Wright now represents the LA Times are now
at a level of activity that makes it likely that Davis Wright will
exceed the existing Monthly Cap on a regular basis going forward.

The Debtors will pay Davis Wright in accordance with its ordinary
and customary rates:

  Professional                 Rate/Hour
  ------------                 ---------
  Partners                     $390-$675
  Associates                   $240-$400
  Para-professionals            $69-$180

The Debtors agree to reimburse Davis Wright for its out-of-pocket
expenses and internal charges incurred in the rendition of
services, including mail and express mail charges, special and
hand delivery charges and photocopying charges.

Kelli L. Sager, Esq., at Davis Wright Tremaine LLP, assures the
Court that her firm does not represent or hold any adverse
interest with respect to the matters on which it is to be
employed.

                       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: McDermott Will Charges $716,000 in Fees for June-Aug.
-----------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code,
professionals of Tribune Co. and the Official Committee of
Unsecured Creditors filed with the Court applications for fees and
reimbursement of expenses:

A. Debtors

Professional               Period          Fees        Expenses
------------               ------          ----        --------
McDermott Will & Emery  06/01/10-
LLP                     08/31/10       $716,188          $4,885

Cole, Schotz, Meisel,    06/01/10-
Forman & Leonard, P.A.   08/31/10       426,313          17,087


Dow Lohnes PLLC         09/01/10-
                        09/30/10         96,508             509

Stuart Maue             04/01/10-
                        05/31/10         14,115              52

Stuart Maue             06/01/10-
                        08/31/10         32,172             224

Stuart Maue             09/01/10-
                        09/30/10        125,257             442

Jones Day               08/22/10
                        09/30/10        555,956           3,139

Davis Wright Tremaine   03/01/10-
LLP                     06/30/10        274,726          15,077

Stuart Maue, as the Fee Examiner, withdrew its Fee Applications
for the period from April 1 to May 31, 2010 and June 1 to August
31, 2010.  According to Stuart Maue, these Applications should
have been filed under a different matter.

Davis Wright serves as First Amendment, Internet, and
communications counsel for Los Angeles Times Communications LLC.
McDermott Will and Dow Lohnes serve as the Debtors' special
counsels.  Cole Schotz acts as the Debtors' co-counsel.

In a separate filing, the Debtors certified to the Court that no
objection was filed as to the monthly fee application of Seyfarth
Shaw LLP for the period from August 1 to August 31, 2010.

B. Official Committee of Unsecured Creditors

Professional               Period          Fees        Expenses
------------               ------          ----        --------
AlixPartners, LLP       09/01/10-
                        09/30/10       $211,663             $23

Moelis & Company LLC    09/01/10-
                        09/30/10        200,000           2,065

AlixPartners serves as the Committee's financial advisor while
Moelis & Company serves as the Committee's investment banker.

In a separate filing, the Committee certified to the Court that no
objection was filed as to Moelis & Company's fee application for
the period from August 1 to August 31, 2010.

                       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)


TWIN CITY: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Twin City Lofts, LLC
        158 North 4th St.
        Brooklyn, NY 11211

Bankruptcy Case No.: 10-50625

Chapter 11 Petition Date: November 11, 2010

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Joel B. Rosenthal

Debtor's Counsel: David Carlebach, Esq.
                  LAW OFFICES OF DAVID CARLEBACH
                  40 Exchange Place, Suite 1306
                  New York, NY 10005
                  Tel: (212) 785-3041
                  Fax: (212) 785-3618
                  E-mail: david@carlebachlaw.com

Scheduled Assets: $10,000,000

Scheduled Debts: $4,724,562

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb10-50625.pdf

The petition was signed by Yehuda Backer, managing member.


VM ASC: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------
Debtor: VM ASC Partnership
        210 E. Plank Road
        Altoona, PA 16602

Bankruptcy Case No.: 10-71330

Chapter 11 Petition Date: November 12, 2010

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  E-mail: rol@lampllaw.com

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

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

The petition was signed by Gregory S. Morris, partner.

Debtor-affiliates that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
200 East Plank Road, L.P.             10-70679            06/09/10
Altoona Pizza One, Inc.               10-70680            06/09/10
Altoona VVB, LP                       10-70678            06/09/10
Bedford PCH, L.P.                     10-71136            09/24/10
Clearfield PCH, L.P.                  10-71137            09/24/10
Gregory S. Morris                     10-70574            05/16/10
Hampton Inn Altoona Pennsylvania, LP  10-70676            06/09/10
MMFRE Limited Partnership             10-70685            06/10/10
MMH, L.P.                             10-71138            09/24/10
Morris Management Harrisburg, LP      10-70687            06/10/10
Morris Management Real Estate, LP     10-70677            06/09/10
Phase Two 17th Street Logan Township, 10-71139            09/24/10
L.P.
Tyrone PCH, LP d/b/a Tyrone Colonial  10-70681            06/09/10
Courtyard
VenMor Partnership                    10-71140            09/24/10
Venmor Tipton Partnership             10-70686            06/10/10

Debtor's List of two Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Harleysville Mutual Insurance      Trade Debt               $6,554
355 Maple Avenue
Harleysville, PA 19438

D&M Maintenance                    Trade Debt               $2,100
450 Windmere Drive, Suite 200
State College, PA 16801


W&T OFFSHORE: Moody's Gives Stable Outlook; Affirms 'B3' Rating
---------------------------------------------------------------
Moody's Investors Service changed the outlook for W&T Offshore
Inc. to Stable from Negative, changed the Speculative Grade
Liquidity rating to SGL-2 from SGL-3, affirmed the B3 Corporate
Family Rating and Probability of Default Rating, and affirmed the
Caa1 senior unsecured notes rating.

                         Ratings Rationale

The change to a stable outlook reflects favorable reserve
replacement performance to date in 2010 from two acquisitions, a
corresponding anticipated stabilization in the company's leverage
and production trends, and an improved liquidity profile.  In May
of 2010 W&T announced an acquisition of Gulf of Mexico oil and
gas properties from Total E&P USA, Inc. in which it acquired
11.6 million barrels of oil equivalent of proven reserves for a
price of approximately $13.47/boe including asset retirement
obligations.  In November 2010 W&T announced an acquisition of GOM
oil and gas properties from Shell Offshore Inc. in which it
acquired 25.7mmboe of proven reserves, 97% of which is proven
developed producing for a price of approximately $19.44/boe
including asset retirement obligations.  Moody's views these as
favorable reserve replacement costs given the proportion of
liquids versus gas production acquired, particularly in comparison
to the negative performance trends in 2008 and 2009.  The combined
acquisitions were financed with a mix of cash and revolver
borrowings which keeps leverage on production and proven reserves
roughly at pre-acquisition levels.  Moody's views these
acquisitions as a significant step toward halting the pre-2010
decline in reserve replacement performance.

W&T's B3 CFR reflects the company's relatively small scale and
concentration in the offshore GOM, its diversification within the
GOM, and the high decline rates, capital intensity, and
operational challenges inherent in the GOM including risks of
hurricane damage to drilling platforms and pipeline transportation
infrastructure.  The rating also considers W&T's twenty seven
years of operating experience in the area.  Over the past several
years, as the shallower GOM has matured, W&T has increased its
activities in the deeper areas which are inherently exposed to
greater operational challenges.  The CFR is restrained by high
leverage on proved developed reserves and production volumes,
particularly in light of the company's GOM reserve profile, as
well as the high finding and development costs and low reserve
replacement rates in 2008 and 2009, which have shown significant
improvement so far in 2010.

W&T has good liquidity to meet its cash needs over the next twelve
months.  At September 30, 2010, the company had $180 million of
cash and approximately $405 million of availability under its
senior secured borrowing base revolver which has a current
borrowing base (prior to the acquisition of additional proven
developed reserves in the November 2010 acquisition) of
$405 million.  There are no near term debt maturities with the
revolver not maturing until July of 2012 and the senior notes
maturing in 2014.  Covenants under the revolver include debt /
EBITDA of 3.0x and a current ratio of 1.0x.  As of September 30,
2010 W&T's debt / EBITDA was roughly 1.0x and its current ratio
was greater than 3.0x.  The November 2010 acquisition is not
expected to materially impact the current level of covenant
headroom.  Substantially all of W&T's assets are pledged as
security under the revolver which limits the extent to which asset
sales could provide a source of additional liquidity if needed.

The Caa1 senior unsecured notes rating reflects both the overall
probability of default of W&T, to which Moody's assigns a PDR of
B3, and a loss given default of LGD 5 (75%).  The size of the
senior secured revolver's potential priority claim relative to the
senior unsecured notes results in the notes being rated one notch
beneath the B3 CFR under Moody's Loss Given Default Methodology.

If capital productivity were to decline from year to date 2010
levels resulting in declining reserve replacement levels,
increased reserve replacement costs, higher leverage on production
and reserves, an unfavorable production trend, or a weakened
liquidity profile then the outlook could be changed to negative or
the ratings downgraded.  A positive rating action is unlikely in
the near term given the uncertainty regarding the regulatory
environment, permitting processes, and operating costs in the GOM
due to the Macondo well blowout and oil spill.

W&T Offshore Inc. is an independent exploration and production
company headquartered in Houston, Texas.


WASHINGTON MUTUAL: Files Notice on Implementation of Class Ballots
------------------------------------------------------------------
Washington Mutual, Inc. has filed a supplemental notice regarding
the implementation of elections made on Class 16 Ballots for
holders of Allowed PIERS Claims with respect to the Company's
proposed Plan of Reorganization.

The Supplemental Notice provides additional information regarding
Section 20.2 of the Plan, pursuant to which holders of Allowed
PIERS Claims have the right to elect on Class 16 Ballots to
receive additional Creditor Cash, Cash on account of Liquidating
Trust Interests, or Reorganized Common Stock.

The Supplemental Notice explains the following procedures
regarding elections on Class 16 Ballots:

Liquidating Trust Interests distributed to holders of Allowed
PIERS Claims shall be issued in two classes: Priority Liquidating
Trust Interests and Residual Liquidating Trust Interests.

Priority Liquidating Trust Interests shall represent the right to
receive priority distributions from the Liquidating Trust (before
distributions are made on account of Residual Liquidating Trust
Interests), and the cap on the value of the Priority Liquidating
Trust Interests that will be issued on the Effective Date shall be
based on the net assets of the Liquidating Trust on the Effective
Date (the estimated value of the Liquidating Trust on the
Effective Date, less the anticipated expenses of the Liquidating
Trust post-Effective Date).

Residual Liquidating Trust Interests shall be distributed to
holders of Allowed PIERS Claims to the extent that Allowed PIERS
Claims are not fully satisfied by the distribution of Creditor
Cash, Reorganized Common Stock and Priority Liquidating Trust
Interests, such that the sum of the value of Creditor Cash,
Reorganized Common Stock, Priority Liquidating Trust Interests and
Residual Liquidating Trusts Interests distributed to each holder
of an Allowed PIERS Claim shall equal the amount of such holder's
Allowed PIERS Claim.

To the extent that a holder of an Allowed PIERS Claim does not
indicate an election on its Class 16 Ballot with respect to
allocation of its proposed distribution, such holder shall receive
its Pro Rata Share of Creditor Cash, Reorganized Common Stock,
Priority Liquidating Trust Interests, and Residual Liquidating
Trust Interests, without any adjustment on account of elections
made by other Allowed PIERS Claim holders.  Similarly, to the
extent that a holder of an Allowed PIERS Claim elects to receive
100% of its distribution as Creditor Cash or 100% of its
distribution as Reorganized Common Stock, and no Creditor Cash or
no Reorganized Common Stock, as the case may be, is available to
holders of Allowed PIERS Claims on the Effective Date, such holder
shall be treated as though it made no election on its Class 16
Ballot.

Assuming Creditor Cash and/or Reorganized Common Stock is
available for distribution to holders of Allowed PIERS Claims on
the Effective Date, elections made on the Class 16 Ballots shall
influence only the distribution of Creditor Cash, Reorganized
Common Stock and Priority Liquidating Trust Interests (to the
extent each is available), and not Residual Liquidating Trust
Interests.  To the extent that a holder of an Allowed PIERS Claim
elects to receive more than its Pro Rata Share of Creditor Cash,
Reorganized Common Stock, or Cash on account of Liquidating Trust
Interests, as the case may be, the amount of such election in
excess of its Pro Rata Share shall be exchanged for Creditor Cash,
Reorganized Common Stock, or Cash on account of Priority
Liquidating Trust Interests (and not Residual Liquidating Trust
Interests), as the case may be, that otherwise would have been
allocated to such holder, on a dollar-for-dollar basis (meaning,
the "exchange rate" is $1 of Creditor Cash for $1 face of
Reorganized Common Stock for $1 face of Priority Liquidating Trust
Interests). The percentage elections indicated on each Class 16
Ballot, if any, must equal 100%.

WMI estimates that the net assets of the Liquidating Trust and,
thus, the aggregate face value of the Priority Liquidating Trust
Interests on the Effective Date (without taking into account the
value, if any, of claims and causes of action to be assigned to
the Liquidating Trust) will be between $100 and $150 million.

The official Supplemental Notice 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.

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


WAVERLY GARDENS: Hearing to Dismiss Case Continued Until Nov. 23
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
has continued until November 23, 2010, at 11:00 a.m., the hearing
to consider the request to dismiss the Chapter 11 cases of Waverly
Gardens of Memphis, LLC, and Kirby Oaks Integra, LLC.

As reported in the Troubled Company Reporter on April 27, Richard
F. Clippard, the U.S Trustee for Region 8, asked the Court to
dismiss the Debtors' Chapter 11 cases because the Debtors failed
to file monthly operating reports since December 31, 2009, until
the present.  The U.S. Trustee added that without timely operating
reports, he cannot determine the exact amount of quarterly fees
due, because this amount is calculated based upon information
contained in the monthly operating reports.

TCR reported on October 17, 2008, that the U.S Trustee also sought
for the dismissal of the Debtors' case because of their failure to
file: (i) schedules of assets and liabilities; (ii) statement of
financial affairs; (iii) attorney fee disclosure statement; and
(iv) list of equity security holders.

                About Waverly Gardens of Memphis

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby
Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two
senior living facilities consisting of a total of 248 units.
Waverly Gardens consists of 196 rental units and is located at
6539 Knight Arnold Road, Memphis, Tennessee 38115.  Kirby Oaks
consists of 52 rental units and is located at 6551 Knight Arnold
Road, Memphis, Tennessee 38115.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D.
Tenn. Lead Case No. 08-30218).  Michael P. Coury, Esq., and Robert
Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens &
Cannada, represent the Debtors as counsel.

Waverly Gardens estimated assets at $10 million to $50 million,
and debts at $1 million to $10 million.  Kirby Oaks estimated
assets and debts at $1 million and $10 million.


WEST FELICIANA: Bankruptcy Case Converted to Chapter 7 Liquidation
------------------------------------------------------------------
The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the
Middle District of Louisiana converted the Chapter 11 case of West
Feliciana Acquisitions, L.L.C., to one under Chapter 7 of the
Bankruptcy Code.

As reported in the Troubled Company Reporter on July 19, 2010, the
Debtor asked the Court to dismiss its case explaining that it does
not have sufficient resources to make the cash payments in order
to confirm a plan of reorganization or liquidation.

Saint Francisville, Louisiana-based West Feliciana Acquisition,
LLC, filed for Chapter 11 bankruptcy protection on January 17,
2010 (Bankr. M.D. La. Case No. 10-10053).  Louis M. Phillips,
Esq., at Gordon, Arata, McCollam, Duplantis & Eagan, L.L.P.,
represented the Debtor.  The Company estimated assets at
$50 million to $100 million and debts at $10 million to
$50 million.


WOLVERINE TUBE: To Sell Component Biz. to Mueller Industries
------------------------------------------------------------
Wolverine Tube Inc. has struck a deal to sell its air conditioning
component business, owned by debtor Tube Forming LP, to Mueller
Industries Inc. unit Overstreet-Hughes Co. Inc. -- or possibly a
higher bidder, Bankruptcy Law360 reports.

Bankruptcy Judge Peter J. Walsh signed off on the asset sale plan
Friday in the U.S. Bankruptcy Court for the District of Delaware,
setting up a Dec. 13 bid deadline, according to Law360.

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube filed for Chapter 11 bankruptcy protection on
November 1, 2010 (Bankr. D. Del. Case No. 10-13522).  Cozen
O'Connor, Esq., Mark E. Felger, Esq., and Simon E. Fraser, Esq.,
who have offices in Wilmington, Delaware, assist the Debtor in its
restructuring effort.

Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, are the Debtor's special corporate and tax counsel.

Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.

Donlin Recano & Company, Inc., is the Debtor's claim agent.

The Debtor disclosed $115,624,000 in total assets and $237,548,000
in total debts.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No. 10-
13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525), and
WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526) filed
separate Chapter 11 petitions.


XM SATELLITE: Reports $30,466 Net Income for September 30 Quarter
-----------------------------------------------------------------
XM Satellite Radio Inc. reported net income of $30,466 for the
three months ended September 30, 2010, from a $42,772 net loss for
the same period in 2009.  The Company posted a $76,807 net income
for the nine months ended September 30, 2010, from a $344,572 net
loss for the same period a year ago.

Total revenues were $382,257 for the third quarter of 2010, from
$325,473 for the third quarter 2009.  Total revenues were
$1,105,860 for the first nine months of 2010, from $934,538 for
the first nine months of 2009.

As of September 30, 2010, the Company had $4,035,140 total assets;
$4,587,337 total liabilities; and a $552,197 stockholders'
deficit.

A full-text copy of the Company's Form 10-Q is available at no
charge at http://ResearchArchives.com/t/s?6e79

                        About XM Satellite

Washington, D.C.-based XM Satellite Radio, Inc. broadcasts its
music, sports, news, talk, entertainment, traffic and weather
channels in the United States for a subscription fee through its
proprietary satellite radio system.  The Company's system
consists of four in-orbit satellites, over 650 terrestrial
repeaters that receive and retransmit signals, satellite uplink
facilities and studios.  Subscribers can also receive certain of
the Company's music and other channels over the Internet.  XM
Satellite Radio, Inc. is a direct wholly owned subsidiary of
Sirius XM Radio Inc.

                          *     *     *

As reported in the Troubled Company Reporter on June 29, 2010,
Moody's Investors Service said that the Caa1 rating on XM
Satellite Radio Inc.'s proposed senior secured notes is not
affected by the increase in the size of the offering to
$526 million from $350 million.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Nov. 29, 2010
  RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP, INC.
     17th Annual Distressed Investing Conference
        The Helmsley Park Lane Hotel, New York City
           Contact: 1-903-595-3800;
                    http://www.renaissanceamerican.com/

Dec. 9-11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Camelback Inn, a JW Marriott Resort & Spa,
        Scottsdale, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

January 26-28, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Distressed Investing Conference
        Aria Las Vegas
           Contact: http://www.turnaround.org/

Jan. 27-28, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colo.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 3-5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Caribbean Insolvency Symposium
        Westin Casuarina Resort & Spa, Grand Cayman Island
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 24-25, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 4, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Hyatt Regency Century Plaza, Los Angeles, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 7-9, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        Duberstein U.S. Courthouse, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - Florida
        Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     SUCL/ Alexander L. Paskay Seminar on
     Bankruptcy Law and Practice
        Marriott Tampa Waterside, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 17-19, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Byrne Judicial Clerkship Institute
        Pepperdine University School of Law, Malibu, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 27-29, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott, Chicago, IL
           Contact: http://www.turnaround.org/

May 5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - New York City
        Association of the Bar of the City of New York,
        New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        Hilton New York, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: November 3, 2010

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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