TCR_Public/101118.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 18, 2010, Vol. 14, No. 320

                            Headlines

207 REDWOOD: Files New Schedules of Assets and Liabilities
2001 PROPERTIES: U.S. Trustee Unable to Appoint Creditors Panel
2350 FIFTH AVENUE: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Posts $829 Million Net Loss in Third Quarter
ACCURIDE CORP: Court Unseals Bondholders' Disclosures

ALLIED SERVICES: Moody's Assigns 'B2' Rating to $165 Mil. Loan
AMBAC FIN'L: Gives $100,000 Bonus to Sr. Vice President
AMBAC FIN'L: NYSE Suspends Trading of Synthetic Certificates
AMERICAN INT'L: Extends Equity Units Exchange Bid Until Nov. 23
AMERICAN MEDIA: Files for Chapter 11 with Prepackaged Plan

AMERICAN MEDIA: Case Summary & 50 Largest Unsecured Creditors
AMIDEE CAPITAL: Wins OK to Sell All Assets to Burke Oak for $2.1MM
AMSCAN HOLDINGS: Posts $4.6-Mil. Net Profit in 3rd Quarter
AMSCAN HOLDINGS: Moody's Assigns 'B2' Rating to $675 Mil. Loan
APPLETON PAPERS: Principal Accounting Officer Resigns

ARDSLEY VILLAGE: Case Summary & 4 Largest Unsecured Creditors
ASSOCIATED BANC: S&P Affirms 'BB-' Counterparty Credit Rating
AUTOTRADER.COM INC: Moody's Assigns 'Ba3' Rating to Senior Loan
BARBER GLASS: Grant Thornton Named Receiver & Manager
BERNARD MADOFF: Trustee Sues Ex-Milberg Weiss Lawyers

BIOFUEL ENERGY: Posts $1.8 Million Net Loss in Q3 2010
BION ENVIRONMENTAL: Posts $842,400 Net Loss in Sept. 30 Quarter
BIOVEST INTERNATIONAL: Emerges from Chapter 11 Reorganization
BLOCKBUSTER INC: Committee Wants to Begin Wide Rule 2004 Probe
BLOCKBUSTER INC: Court Sets Dec. 22 General Claims Bar Date

BLOCKBUSTER INC: M. Rudd Seeks Appointment of Equity Committee
BLOCKBUSTER INC: Reports $54.1 Mil. Loss for Q3 2010
BLOCKBUSTER INC: Sec. 341 Meeting Continued to Dec. 6
BOSTON GENERATING: Must Seek FERC OK to Reject Gas Transport Deal
BRIAN HAMBLEY: Case Summary & 20 Largest Unsecured Creditors

BUCKEYE TECHNOLOGIES: S&P Withdraws 'BB+' Corp. Credit Rating
CANO PETROLEUM: Discloses Stock Exchange Compliance Notice
CAPITALSOURCE INC: Moody's Affirms 'Ba3' Corporate Family Rating
CAPITOL BANCORP: Posts $45MM Q3 Loss; Deposits Contract
CAPITOL INVESTMENTS: Proofs of Claim Must Be Filed By Jan. 31

CAPMARK FINANCIAL: Committee Now Wants to Pursue Preference Claims
CAPRIUS INC: Signs Agreement for Merger Into Vintage Capital
CAPRIUS INC: Former CFO No Longer Member of Board
CARABEL EXPORT: Court Discharges Monsita Arribas as Ch. 11 Trustee
CARRIZO OIL: S&P Assigns Corporate Credit Rating at 'B'

CARLOS FERREIRA: Voluntary Chapter 11 Case Summary
CENTAUR LLC: Committee Sues Lender Over Lien Validity
CHEM RX: Fox Rothschild's Fee Application Comes Under Fire
CIRTRAN CORP: Delays Filing Form 10-Q for Third Quarter
CMS ENERGY: Fitch Assigns 'BB+' Rating to $250 Mil. Notes

COLT DEFENSE: S&P Downgrades Corporate Credit Rating to 'B'
COMMUNICATION INTELLIGENCE: Posts $1.09-Mil. 3rd Qtr. Net Loss
CONSTELLATION BRANDS: Fitch Gives Stable Outlook in 2011
CONVERSION SERVICES: Signs Contract with VP and CFO W. Henry
CORD BLOOD: Delays Filing of Form 10-Q for Third Quarter

CREDIT-BASED ASSET: Asks Court to Fix Jan. 11 as Claims Bar Date
CREDIT-BASED ASSET: Wants to Reject Litton Loan Servicing Pact
CREDIT-BASED ASSET: Wants to Abandon Trust Securities
CREDIT-BASED ASSET: Judge Denies Interim Access to Cash Collateral
DEAN FOOD: Higher Costs & Pricing Are Risks, Fitch Says

DEAN FOODS: Moody's Assigns 'Ba3' Corporate Family Rating
DEL MONTE: Higher Costs & Pricing Are Risks, Fitch Says
DIAMOND RANCH: Delays Filing of Form 10-Q for Third Quarter
DIETRICH'S SPECIALTY: Highlife Dismissal Plea Deferred Amid Talks
DISABILITY ACCESS: Posts $21,100 Net Loss in September 30 Quarter

DJSP ENTERPRISES: Cuts Staff After Fannie, Freddie Exit
DJSP ENTERPRISES: DAL Unit Has Forbearance From BofA
DOLE FOOD: Higher Costs & Pricing Are Risks, Fitch Says
DYNEGY INC: Voting on Blackstone Deal Extended Until Nov. 23
EASTON BELL: Moody's Upgrades Corporate Family Rating to 'B2'

EAT AT JOE'S: Posts $4,521 Net Loss in September 30 Quarter
EL PASO: Moody's Assigns 'Ba1' Rating on New Notes
EL PASO: S&P Assigns 'BB' Rating to $750 Mil. Senior Notes
EMPIRE CENTER: Case Dismissed After JPM Took Over Asset
EPV SOLAR: Bankruptcy Court Dismisses Chapter 11 Case

FIRSTFED FINANCIAL: Files Disc. Statement for Liquidating Plan
FLAKEBOARD COMPANY: Moody's Assigns 'B2' Rating on Senior Notes
FRANCISCO ACOSTA: Case Summary & 12 Largest Unsecured Creditors
FRIENDFINDER NETWORKS: S&P Assigns 'B' Corporate Credit Rating
GENERAL MOTORS: Could Raise Up to $23.1 Billion in IPO

GIBSON GUITAR: Moody's Affirms 'Caa1' Corporate Family Rating
GLAZIER GROUP: Michael Jordan's Restaurant in Ch. 11
GLAZIER GROUP: Voluntary Chapter 11 Case Summary
GREENSHIFT CORP: Delays Filing of Form 10-Q for Third Quarter
GSI GROUP: John Roush to Become Next Chief Executive Officer

HAMTRAMCK, MI: Seeks State Permission to File for Chapter 9
HEALTH NET: S&P Affirms 'BB' Counterparty Credit Rating
HENRY COUNTY BANCSHARES: Posts $2.3 Million Net Loss in Q3 2010
HF THREE: U.S. Trustee Unable to Appoint Creditors Committee
HOLLYWOOD BEACH: Can Access Cash Collateral Until December 8

HOLLYWOOD BEACH: Court Considers Case Dismissal on December 8
INCOMING INC: Incurs $38,300 Net Loss From Aug. 23 - Aug. 31
INSIGHT HEALTH: Posts $896,000 Net in Q3; Defaults Notes Payment
INT'L COMMERCIAL: Reports $194,700 Net Loss in 3rd Qtr. 2010
JBS SA: Higher Costs & Pricing Are Risks, Fitch Says

JOHN LUNDY: Case Summary & 20 Largest Unsecured Creditors
JU VILLA: Case Summary & 8 Largest Unsecured Creditors
K-V PHARMA: Delays Filing of Form 10-Q for September 30 Quarter
KANTILAL MADHVANI: Case Summary & 12 Largest Unsecured Creditors
KOJIS SIGNS: Case Summary & 20 Largest Unsecured Creditors

LAND VENTURES: Breach of Contract Suit v. Farm Credit Dismissed
LEHMAN BROTHERS: $2.1 Billion in Claims Change Hands in October
LEHMAN BROTHERS: Creditors Panel Backs 2011 Incentive Program
LEHMAN BROTHERS: Partnership Puts Archstone Apartment for Sale
LEHMAN BROTHERS: Says No Insurance Funds Available for Fogarazzo

LOEHMANN'S CAPITAL: Moody's Downgrades Default Rating to 'D'
LOEHMANN'S HOLDINGS: Filing of Schedules Extended Until Jan. 14
LOEHMANN'S HOLDINGS: Taps Togut Segal as Bankruptcy Counsel
LOEHMANN'S HOLDINGS: To Get $6-Mil. Financing on Interim
LOTTOMATICA GROUP: Moody's Assigns 'Ba2' Rating to EUR300MM Notes

LOUIS JONES: Voluntary Chapter 11 Case Summary
M & H CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
MARK WYNNE: Chapter 11 Reorganization Case Dismissed
MEDIACOM COMMUNICATIONS: Fitch Puts 'B+' Rating on Negative Watch
METRO-GOLDWYN-MAYER: Investors' Break-Up Fee to Have Admin. Status

METRO-GOLDWYN-MAYER: Shanghai Film May Pursue Ownership
METRO-GOLDWYN-MAYER: Wins Nod to Sign $500MM Exit Financing Deal
MTR LEASING: Case Summary & 10 Largest Unsecured Creditors
NETWORK COMMUNICATIONS: To File for Ch. 11 if Exchange Fails
NEVADA STAR: Madison Files Sale-Based Plan for Debtor

NU-WAY CRANE: Case Summary & 20 Largest Unsecured Creditors
OPTIMAL MEDICAL: Case Summary & 4 Largest Unsecured Creditors
PAETEC HOLDING: Moody's Assigns 'Caa1' Rating to $420 Mil. Notes
PENNINGTON-GRIMES: Case Summary & 20 Largest Unsecured Creditors
POLAR ICE: In Receivership, C$41.6-Mil. of Debt Listed

PRIMUS GUARANTY: S&P Withdraws 'CCC' Counterparty Credit Rating
PROASSURANCE CORPORATION: Moody's Puts Ba2 Preferred Stock Rating
PROTEONOMIX INC: Posts $613,700 Net Loss in September 30 Quarter
QC MK: Case Summary & Largest Unsecured Creditor
QOC I: Wants Court OK to Sell Assets to Wells Fargo

REGENERX BIOPHARMA: Posts $1.6 Million Net Loss in Q3 2010
RMAA REAL ESTATE: Bank Foreclosure Sale Valid, Court Rules
ROBERT LUPO: Emergency Motion to Vacate Conversion Order Denied
ROTHSTEIN ROSENFELDT: Chapter 11 Trustee Fights for Funds
SALLY HOLDINGS: Reaches Credit Deal With Bank of America

SEMINOLE HARD: Moody's Gives Stable Outlook, Affirms 'B2' Rating
SGD TIMBER: Wants Case Dismissed, Says Purpose of Ch. 11 Achieved
SIGMA INDUSTRIES: Honors Proposal in Bankruptcy
SMITHFIELD FOODS: Higher Costs & Pricing Are Risks, Fitch Says
SONJA TREMONT-MORGAN: Files for Bankruptcy in Manhattan

SONRISA REALTY: Hearing on Compass Plan Continued Until Dec. 2
SONRISA REALTY: Files Schedules of Assets and Liabilities
ST. MARIE: Chapter 11 Case Summary & Unsecured Creditor
STATION CASINOS: Feb. 18 Claims Bar Date for GV Ranch Set
STATION CASINOS: Posts $264,152,000 Net Loss in Third Quarter

STATION CASINOS: Wins Nod to Amend & Assume HQ Lease With Cole
SYNERGEX: Toronto Stock Exchange Extends Listing Review Process
TERRA-GEN FINANCE: Moody's Withdraws 'B1' Rating to $240 Mil. Loan
TERRESTAR NETWORKS: Canada Files Schedules of Assets and Debts
TERRESTAR NETWORKS: Canada Files Statement of Financial Affairs

TERRESTAR NETWORKS: Proposes to Limit Equity, Claims Trading
TERRESTAR NETWORKS: Proposed $75 Mil. Financing Facing Objections
TERRESTAR NETWORKS: Solus Demands Documents From Debtors
TONG KIM: Case Summary & 20 Largest Unsecured Creditors
TRIBUNE CO: Gets Nod of Avoidance Actions Tolling Pact

T.S.P. CO.: Case Summary & 12 Largest Unsecured Creditors
TWIN CITY LOFTS: Files for Chapter 11 Amid Vacancy
TYSON FOODS: Higher Costs & Pricing Are Risks, Fitch Says
US ANTIMONY: Earns $85,800 in September 30 Quarter
VALLEJO, CA: City Manager Presents Five-Year Budget

WASHINGTON MUTUAL: Files Motion to Abandon WMI Equity in Unit
WEST CAPE: Case Summary & 14 Largest Unsecured Creditors
WEST VALLEY CHILD: Dist. Ct. Denies Retroactive Lease Termination
WESTLAND PARCEL: Voluntary Chapter 11 Case Summary
WJO INC: Voluntary Chapter 11 Case Summary

ZANETT INC: Remains in Talks to Replace BofA Facility
ZOOM TELEPHONICS: Earns $279,200 in September 30 Quarter

* Some Law Firms Begin Offering Small Businesses Flat-Monthly Fees

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                            *********

207 REDWOOD: Files New Schedules of Assets and Liabilities
----------------------------------------------------------
207 Redwood LLC has filed with the U.S. Bankruptcy for District of
Maryland an amended schedule of assets and liabilities,
disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                $14,500,000
  B. Personal Property                     $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $21,323,722
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $284,969
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,488,418
                                  -----------      ----------
        TOTAL                     $14,500,000      24,097,109

In the original Schedules, the Debtor disclosed assets totaling
$14,500,000 and debts totaling $17,201,847.

A copy of the Amended Schedules is available for free at:

        http://bankrupt.com/misc/207Redwood_amendedSAL.pdf

Columbia, Maryland-based 207 Redwood LLC filed for Chapter 11
protection on August 6, 2010 (Bankr. D. Md. Case No. 10-27968).
James A. Vidmar, Jr., Esq., and Lisa Yonka Stevens, Esq., at
Logan, Yumkas, Vidmar & Sweeney LLC, assist the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million as of the Petition Date.


2001 PROPERTIES: U.S. Trustee Unable to Appoint Creditors Panel
---------------------------------------------------------------
Charles F. McVay, the United States Trustee for Region 19, has
advised the U.S. Bankruptcy Court for the District of Colorado
that an official committee of unsecured creditors has not been
appointed in the Chapter 11 case of 2001 Properties, LLC, because
there are too few creditors who are willing to serve on the
committee.

Mission Hills, Kansas-based 2001 Properties, LLC, filed for
Chapter 11 bankruptcy protection on August 31, 2010 (Bankr. D.
Colo. Case No. 10-32331).  Guy B. Humphries, Esq., in Denver,
Colorado, assists the Debtor in its restructuring effort.  In its
schedules, the Debtor disclosed $$35,000,032 in total assets and
$44,404,244 in total liabilities as of the Petition Date.


2350 FIFTH AVENUE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: 2350 Fifth Avenue LLC
        c/o Amer. Self Storage Mgmt. Assoc. LLC
        788 Shrewsbury Avenue, Suite 105
        Tinton Falls, NJ 07724
        Tel: (732) 741-0707

Bankruptcy Case No.: 10-16097

Chapter 11 Petition Date: November 15, 2010

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

Judge: Martin Glenn

Debtor's Counsel: Ira Kleiman, Esq.
                  BRIEF CARMEN & KLEIMAN LLP
                  805 Third Avenue, 12th Floor
                  New York, NY 10022
                  Tel: (212) 758-6160
                  Fax: (212) 832-7221
                  E-mail: ik@briefjustice.com

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

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

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

The petition was signed by Warren Diamond, managing member.


ABITIBIBOWATER INC: Posts $829 Million Net Loss in Third Quarter
----------------------------------------------------------------
AbitibiBowater Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $829.0 million on $1.19 billion of sales
for the three months ended Sept. 30, 2010, compared with a net
loss of $511.0 million on $1.1 million of sales for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2010, shows
$6.447 billion in total assets, $1.773 billion in current
liabilities, $2.261 billion in liabilities not subject to
compromise, $7.859 billion in liabilities subject to compromise,
and a deficit of $3.673 billion.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ec8

                      Chapter 11 Proceedings

In their creditor protection proceedings in the U.S. and Canada,
AbitibiBowater Inc. and its units have filed plans of
reorganization, which provide for these terms:

   -- each of the Debtors' operations will continue in
      substantially their current form;

   -- all amounts outstanding under the $206 million Bowater DIP
      Agreement will be paid in full in cash and the facility will
      be terminated;

   -- all outstanding receivable interests sold under the Abitibi
      and Donohue Corp. accounts receivable securitization program
      will be repurchased in cash for a price equal to the par
      amount thereof and the program will be terminated;

   -- all amounts outstanding under the Bowater prepetition
      secured bank credit facilities, which consist of separate
      credit agreements entered into by Bowater and Bowater
      Canadian Forest Products Inc., an indirect, wholly-owned
      subsidiary of Bowater, will be paid in full in cash,
      including accrued interest;

   -- the outstanding balance of the ACCC pre-petition senior
      secured term loan will be paid in full in cash, including
      accrued interest;

   -- the outstanding balance of the ACCC pre-petition 13.75%
      senior secured notes due 2011 will be paid in full in cash,
      including accrued interest;

   -- the outstanding pre-petition Bowater floating rate
      industrial revenue bonds due 2029 will be paid in full in
      cash, including accrued interest;

   -- certain holders of allowed claims arising from the Debtors'
      prepetition unsecured indebtedness will receive their pro
      rata share of the new common stock to be issued by us, as
      reorganized, upon emergence from the Creditor Protection
      Proceedings;

   -- the Debtors' obligations to fund the prior service costs
      related to their pension and other postretirement benefit
      plans will be reinstated, subject to the resolution of
      funding relie;

   -- holders of pre-petition unsecured indebtedness with
      individual claim amounts of $5,000 or less (or reduced to
      such amount) may be paid in cash in an amount equal to 50%
      of their claim amount, but under certain circumstances,
      these claim holders may be treated instead like all other
      holders of claims arising from pre-petition unsecured
      indebtedness;

   -- all equity interests in the Company existing immediately
      prior to the emergence date will be discharged, canceled,
      released and extinguished;

   -- after the reorganization upon consummation of the Plans of
      Reorganization, Abitibi will assume the obligations in
      respect of the $850 million of 10.25% senior secured notes
      due 2018 issued by an escrow subsidiary; and

   -- after the reorganization upon consummation of the Plans of
      Reorganization, the Company expects to enter into a senior
      secured asset-based revolving credit facility in an amount
      of $600 million, under which $42 million of letters of
      credit are expected to be outstanding.

In September 2010, the creditors under the CCAA Proceedings and
the Chapter 11 Cases, with one exception, voted in the requisite
numbers to approve the respective Plan of Reorganization and the
Canadian Court sanctioned the CCAA Reorganization Plan on
September 23, 2010.

The hearing before the U.S. Court with respect to confirmation of
the Chapter 11 Reorganization Plan began on September 24, 2010.
he U.S. Court has not yet ruled on the confirmation of the Chapter
11 Reorganization Plan.

Creditors of Bowater Canada Finance Corporation, a wholly-owned
subsidiary of Bowater Incorporated, a wholly-owned subsidiary of
AbitibiBowater Inc., did not vote in the requisite numbers to
approve the Plans of Reorganization.  Accordingly, the Debtors did
not seek sanction of the CCAA Reorganization Plan with respect to
BCFC and are not currently seeking confirmation of the Chapter 11
Reorganization Plan with respect to BCFC.

                     About AbitibiBowater Inc.

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

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

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

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

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


ACCURIDE CORP: Court Unseals Bondholders' Disclosures
-----------------------------------------------------
The Wall Street Journal's Mike Spector reports that U.S.
Bankruptcy Judge Brendan Shannon granted a request by Dow Jones &
Co. to unseal recent investment disclosures made by creditors
during Accuride Corp.'s bankruptcy proceedings.  Judge Shannon
ordered the investors to file "complete unredacted" disclosures of
their previous Accuride debt holdings in the next 10 days.

The investors were Brigade Capital Management, Canyon Capital
Advisors, Sankaty Advisors, BlackRock Inc.'s BlackRock Financial
Management, Tinicum Inc. and Principal Global Investors.
According to the Journal, the investors owned a large chunk of
Accuride's bonds and negotiated a deal to give them control of the
Company when it exited from bankruptcy protection in February.
They had formed an informal creditors' committee in Accuride's
bankruptcy case, which they dubbed the "ad hoc noteholder group."

Under the judge's ruling, the investors will have to disclose what
bonds they purchased and sold, and on what date and at what price
they did so.

Trading in Accuride debt during its bankruptcy proceedings was
examined in a September page-one article in The Wall Street
Journal.  Mr. Spector reports that the tactics of distressed-debt
investors, while legal, have raised questions of transparency and
fairness among bankruptcy judges and other participants in
America's corporate restructuring regime.

The investors, Mr. Spector reports, have argued a current
disclosure rule called Rule 2019 shouldn't apply to them because
they aren't acting as "committees."

The Journal says lawyer for the investors didn't return messages
seeking comment.

According to Mr. Spector, the disclosures could reveal more about
the gains investors made investing in Accuride's debt.  Other
court filings made by the investors showed they held about 70% of
Accuride's bonds and sold most of them sometime before Jan. 29.
By then, the bonds were trading at around 91 cents on the dollar
-- more than four times their value when the investors' group
first started negotiating Accuride's restructuring.

The Journal recalls the Accuride bondholders had negotiated a deal
last year in which they would exchange debt for nearly all the
equity in the company through a Chapter 11 bankruptcy
reorganization.  Accuride shareholders, who stood to be wiped out,
asked Judge Shannon to require the bondholders to file a statement
outlining details of their investments.

The Journal relates the bondholders resisted, contending they
weren't a "committee."  Judge Shannon disagreed but allowed the
investors to file certain disclosures under seal while they
appealed his decision to make them reveal details of their
investments.  Accuride emerged from bankruptcy, and the debt
investors withdrew their appeal.

The Wall Street Journal, through its parent company, Dow Jones,
asked Judge Shannon to unseal the investment disclosures.  Mr.
Spector relates the investors opposed, arguing Dow Jones shouldn't
be allowed to enter the case at such a late stage and that
unsealing the details would divulge "confidential commercial
information to which no constitutional, bankruptcy, common law, or
other right of access applies."

According to Mr. Spector, Judge Shannon found that Dow Jones could
enter the case and that it "sufficiently demonstrated" the cause
of its intervention as "the advancement of transparency in
bankruptcy proceedings and public right to access bankruptcy
documents."

                       About Accuride Corp.

Evansville, Indiana-based Accuride Corporation --
http://www.accuridecorp.com/-- manufactures and supplies
commercial vehicle components in North America.  Accuride's
products include commercial vehicle wheels, wheel-end components
and assemblies, truck body and chassis parts, seating assemblies
and other commercial vehicle components.  Accuride's products are
marketed under its brand names, which include Accuride, Gunite,
Imperial, Bostrom, Fabco, Brillion, and Highway Original.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 09-13449) on October 8, 2009.  The
Debtors selected Latham & Watkins LLP as bankruptcy counsel, and
Young Conaway Stargatt & Taylor, LLP as co-counsel.  The Garden
City Group Inc. served as claims agent.  The Official Committee of
Unsecured Creditors tapped attorneys at Reed Smith LLP and Irell &
Manella LLP as counsel.

The Debtors disclosed $682,263,000 in total assets and
$847,020,000 in total liabilities as of Aug. 31, 2009.

The Bankruptcy Court confirmed the Debtor's reorganization plan in
February 2010.  Accuride emerged from bankruptcy on February 26,
2010.

                           *     *     *

As reported by the Troubled Company Reporter on August 3, 2010,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating and stable outlook to Accuride Corp.  Upon emergence
from Chapter 11, the Company reduced debt by about one-third.  S&P
said the refinancing does not significantly affect total debt but
improves liquidity by extending debt maturities and adding
borrowing availability, as the Company currently has no revolving
credit facility.

The TCR on July 22 reported that Moody's Investors Service
assigned Corporate Family and Probability of Default ratings of B2
to Accuride.  The B2 Corporate Family Rating reflects Accuride's
deleveraged capital structure and the impact of restructuring
actions achieved during and prior to the company's tenor in
bankruptcy protection.


ALLIED SERVICES: Moody's Assigns 'B2' Rating to $165 Mil. Loan
--------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Allied
Services Vehicles new $165 million senior secured lien term loan B
due 2016 and assigned a B2 CFR and PDR to the company.  The
company's new $100 million ABL was not rated.  The company's
rating outlook is stable.

Assignments:

Issuer: Allied Specialty Vehicles

  -- Probability of Default Rating, Assigned B2
  -- Corporate Family Rating, Assigned B2
  -- Senior Secured Bank Credit Facility, Assigned B2, 55 - LGD4

                        Ratings Rationale

The new $165 million term loan B has a first lien on all
collateral except those assets that it has a second lien including
deposit accounts, accounts receivable, inventory, certain related
items and the outstanding stock of the borrower's subsidiaries.
Proceeds from the transaction are expected to go towards paying
down the company's existing debt, preferred equity held by the
sponsor, repayment of bridge equity, pay a small dividend to
minority shareholders, and to finance the transaction.

The B2 CFR and PDR ratings reflect the company's low net margins,
the tough business climate for recreational vehicles and the
industry's performance during the downturn.  Moreover the tough
climate for state and municipal budgets is anticipated to pressure
the company's fire truck and bus manufacturing business.  The
company operating margin is anticipated to be in the low single
digits for 2011 but should improve as the company continues to
seek expense reduction opportunities.

The rating benefits from the company's low pro-forma leverage
(expected at just over 3x for fiscal 2011- low for the category),
its product diversity, and the benefits from expense reduction
initiatives taken during 2010.  However, the rating is constrained
by the company's short operating track record in its current form
as it was a recent rollup and the highly cyclical demand level for
its products.

The stable ratings outlook reflects the belief that the company's
business mix should help it negotiate through the tough business
environment.  The ambulance business and school bus business
should be less impacted by the economy than its recreational
vehicle business.  The ratings do not contemplate the business
weakening significantly from current levels.  The company's
current and anticipated free cash flow generation is supportive of
the current ratings.

                What could drive the rating lower

A weakening in the recreational vehicles operating margin could
cause downward ratings pressure as would a contraction in total
consolidated revenues.  A weakening in the company's school bus
business would be a concern as the rating current contemplates
stable school bus demand.

                What could drive the ratings higher

The rating and or outlook may benefit if the company's operating
margins improve on a sustainable basis and once the company has an
operating track record of operating on a consolidated basis.  This
is important as ASV was created through the merger of three
companies and an asset purchase and has a short operating history
post the consolidation.  Free cash flow to debt to improve to over
10% on a sustainable basis would also create positive ratings
traction.

This is the time that Moody's has rated Allied Specialty Vehicles,
Inc.

Allied Specialty Vehicles, Inc., is a designer, manufacturer and
marketer of a broad range of specialty vehicles and vehicle
bodies.  The company operates in three segments: fire and
emergency, recreational vehicles, and commercial vehicles
including school buses, terminal trucks, and road construction
equipment.  Proforma revenues for 2010 are anticipated to exceed
$950 million.


AMBAC FIN'L: Gives $100,000 Bonus to Sr. Vice President
-------------------------------------------------------
The Compensation Committee of Ambac Financial Group, Inc.,
awarded Kevin Doyle, the company's senior vice president and
general counsel, a special bonus for his efforts to maximize the
company's cash position, according to a regulatory filing with
the Securities and Exchange Commission the company filed on
November 12, 2010.

Ambac Managing Director, Corporate Secretary and Assistant
General Counsel Anne Gill Kelly relates that Mr. Doyle's efforts
helped Ambac in its efforts to emerge successfully from Chapter
11 protection.

                        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: NYSE Suspends Trading of Synthetic Certificates
------------------------------------------------------------
Synthetic Fixed-Income Securities, Inc., said STRATS(TM) Trust for
Ambac Financial Group, Inc. Securities, Series 2007-1 received
noticed from the New York Stock Exchange that trading in the
STRATS Callable Certificates, Series 2007-1 issued by the Trust
would be suspended as of November 9, 2010.  The NYSE would make
an application to the Securities and Exchange Commission to
delist the Securities from the NYSE.

Synthetic Fixed-Income made the disclosure in a regulatory filing
with the Securities and Exchange Commission dated November 10,
2010.

The NYSE stated in a press release dated November 9, 2010, that
because all of Ambac's Exchange-listed securities have been
suspended from trading, and because Ambac's 6.15% Directly-Issued
Subordinated Capital Securities due February 15, 2037 are the
only assets of the Trust, the NYSE believes that the Securities
are no longer suitable for exchange trading.

The NYSE noted that it may, at any time, suspend a security if it
believes that continued dealings in the security on the Exchange
are not advisable.

Synthetic Fixed-Income President William Threadgill relates that
if Ambac's obligations to file periodic reports under the
Securities Exchange Act of 1934 are terminated or if Ambac ceases
filing those reports, then (i) the Trust may terminate its
registration under the Exchange Act; or (ii) the Trust may be
required to dissolve and liquidate the underlying securities in
accordance with the terms of the Trust Agreement.

                        About Ambac Financial

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

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

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

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

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

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

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

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

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


AMERICAN INT'L: Extends Equity Units Exchange Bid Until Nov. 23
---------------------------------------------------------------
American International Group, Inc., has extended its offer to
exchange up to 74,480,000 of its Equity Units consisting of
Corporate Units for consideration per Corporate Unit equal to
0.09867 shares of its common stock plus $3.2702 in cash.

The exchange offer, which was commenced on October 8, 2010 and was
previously scheduled to expire at 11:59 p.m., New York City time,
on November 17, 2010, will now expire at 11:59 p.m., New York City
time, on November 23, 2010, unless further extended or earlier
terminated by AIG. All other terms of the exchange offer remain
the same.

As of 3 p.m., New York City time, on November 17, 2010, 42,557,560
Corporate Units had been validly tendered and not withdrawn.

A registration statement relating to the common stock to be issued
in the exchange offer has been filed with the Securities and
Exchange Commission but has not yet become effective.  The common
stock being offered in the exchange offer may not be sold nor may
offers to exchange be accepted prior to the time that the
registration statement related to the exchange offer becomes
effective.

BofA Merrill Lynch, Citi, Deutsche Bank Securities, J.P. Morgan,
BNP PARIBAS, Credit Suisse, Morgan Stanley and UBS Investment Bank
are acting as dealer managers for the exchange offer. Global
Bondholder Services Corporation is acting as information and
exchange agent for the exchange offer.  Information concerning the
terms of the exchange offer may be obtained by contacting BofA
Merrill Lynch at 888-292-0070 (toll-free) or 980-683-3215
(collect) or Citi at 800-558-3745 (toll-free) or 212-723-6106
(collect).  Copies of the registration statement, exchange offer
prospectus, letter of transmittal and other materials related to
the exchange offer, may be obtained at no charge from the
information and exchange agent at 212- 430-3774 (collect) or 866-
873-7700 (toll-free) or from the Securities and Exchange
Commission's Web site at http://www.sec.gov/

                             About AIG

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

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

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


AMERICAN MEDIA: Files for Chapter 11 with Prepackaged Plan
----------------------------------------------------------
American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on November 17, 2010.

American Media filed together with the petition, a pre-packaged
Chapter 11 plan where holders of notes and bank debt would receive
either cash, new notes or stock.

American Media said it would try to emerge from court protection
against creditors in 60 days or less.

"American Media is engaging in this strategy from a position of
financial strength and confidence," said David Pecker, Chairman,
President and CEO of American Media.  "It will provide the Company
with the ability to compete even more aggressively with our peers
in the industry.  During this period of sixty days or less, there
will be no impact on our employees, vendors, or advertisers, as
well as our subsidiary company DSI and its customers and
partners."

"Publications will function seamlessly, staff will be unaffected
by the reorganization and customers should not notice any
difference during this short process.  Our advertisers, vendors
and publishing services clients have already expressed strong
support and confidence," continued Mr. Pecker.  "They understand
that American Media will be a stronger and healthier company
following this restructuring."

AMI estimated assets of $0 to $50,000 and debts of $500 million to
$1 billion in its Chapter 11 petition.  AMO, AMI's operating unit,
estimated assets of $100 million to $500 million and debts of
$500 million to $1 billion in its Chapter 11 petition.

As of the Petition Date, AMO's total principal amount of
outstanding debt was roughly $878.7 million, which consisted of
(i) $490.6 million principal amount of debt under a 2009 credit
agreement, (ii) $7.5 million principal amount of 2011 notes, (iii)
$24.8 million principal amount of PIK Notes, and (iv) $355.8
million principal amount of subordinated notes.

                         Road to Bankruptcy

Christopher Polimeni, the executive vice president for finance and
planning, chief financial officer and treasurer of AMI, said,
"Recent increases in the retail price of gasoline, increases in
credit card, home mortgage, and other borrowing costs, and
declines in housing values have contributed to declines in overall
consumer confidence and discretionary spending.  The resulting
decline in consumer spending on publications sold at retailers'
checkout counters, which target demographics that happen to be
predominantly affected by challenging economic conditions, has
adversely affected the Debtors' businesses, operating results and
profitability."

He added that as a result of, among other things, the adverse
impact current market conditions have had on the Debtors'
businesses, the Debtors' free cash flow and ability to satisfy
their ongoing obligations under the 2009 Credit Agreement and the
indentures governing each of the Notes have been restricted.  For
example, the Debtors have accrued but not paid cash interest on
any of the Notes since they were issued in January 2009.

In order to delever their balance sheet and improve free cash
flow, the Debtors engaged in a number of restructuring initiatives
prior to the Petition Date.  In February 2009, AMI completed a
tender offer that reduced debt by about $230 million.  In July
2010, it began another exchange offer that would have cut debt by
at least $200 million.  The offer was extended several times
through Nov. 1, when it was terminated in favor of the
pre-packaged Chapter 11.

                       The Prepackaged Plan

The Debtors filed a prepackaged plan of reorganization consistent
with the terms of the restructuring support agreement the Company
signed with bondholders holding more than 75% of their bond debt
and secured lenders holding more than 70% of their bank debt.

The Prepackaged Plan, which has been approved by the majority of
creditors entitled to vote on the Prepackaged Plan, contemplates
that, among other things, holders of secured term facility claims
will receive a combination of cash and new second lien notes;
holders of secured revolver claims will be paid in full; holders
of subordinated notes will receive stock in the reorganized
Company; and holders of trade claims will be paid in full.

A copy of the disclosure statement explaining the proposed
prepackaged plan of reorganization is available for free at:

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

                         First Day Motions

In conjunction with the Chapter 11 filing, the Company also filed
a variety of motions to continue to support its employees,
customers and vendors during the financial restructuring process.
The Company has filed motions seeking permission to, among other
things, continue employee wage and benefits programs; honor
current customer programs without interruption; and pay trade
creditors in the ordinary course of business.  American Media
expects that cash on hand and cash from operating activities will
be adequate to fund its cash needs as it proceeds with its
financial restructuring and therefore does not intend to seek
debtor-in-possession financing.

The First Day Pleadings include motions to assume the
Restructuring Support Agreement and enter into exit financing.

The Debtors have arranged terms of new financing they would
require to consummate their restructuring and fund ongoing working
capital needs.  The financing package will consist of:

     $385 million new first lien secured financing;
     $140 million new second lien secured financing; and
      $40 million new first lien secured revolving credit
          facility.

                       About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

Judge Martin Glenn presides over the case.  Ira S. Dizengoff,
Esq., Arik Preis, Esq., Meredith A. Lahaie, Esq., Stefanie L.
Kurlanzik, Esq., and Kevin M. Eide, Esq., at Akin, Gump, Strauss,
Hauer & Feld, LLP, in New York, serve as the Debtors' bankruptcy
counsel.  Moelis & Company is the Debtors' financial advisors and
investment bankers.  Kurtzman Carson Consultants LLC is the claims
and notice agent.


AMERICAN MEDIA: Case Summary & 50 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: American Media, Inc.
        1000 American Media Way
        Boca Raton, FL 33464

Bankruptcy Case No.: 10-16140

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                       Case No.
     ------                                       --------
     American Media Operations, Inc.              10-16141
     American Media Consumer Entertainment, Inc.  10-16142
     American Media Consumer Magazine Group, Inc. 10-16143
     American Media Distribution & Marketing
      Group, Inc.                                 10-16144
     American Media Mini Mags, Inc.               10-16146
     American Media Newspaper Group, Inc.         10-16147
     American Media Property Group, Inc.          10-16148
     Country Music Media Group, Inc.              10-16149
     Distribution Services, Inc.                  10-16151
     Globe Communications Corporation             10-16152
     Globe Editorial, Inc.                        10-16153
     Mira! Editorial, Inc.                        10-16154
     National Enquirer, Inc.                      10-16155
     National Examiner, Inc.                      10-16156
     Star Editorial, Inc.                         10-16157
     Weider Publications, LLC                     10-16158

Type of Business: American Media, Inc., publishes celebrity
                  journalism and health and fitness magazines
                  in the U.S.  These include Star, Shape,
                  Men's Fitness, Fit Pregnancy, Natural Health,
                  and The National Enquirer.  In addition to
                  print properties, AMI manages 14 different
                  Web sites.  The company also owns Distribution
                  Services, Inc., the country's #1 in-store
                  magazine merchandising company.

Chapter 11 Petition Date: November 17, 2010

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

Bankruptcy Judge: Martin Glenn

Debtors'
Counsel:          Ira S. Dizengoff, Esq.
                  Arik Preis, Esq.
                  Meredith A. Lahaie, Esq.
                  Stefanie L. Kurlanzik, Esq.
                  Kevin M. Eide, Esq.
                  AKIN, GUMP, STRAUSS, HAUER & FELD, LLP
                  One Bryant Park
                  New York, NY 10036
                  Tel.: (212) 872-1000
                  Fax : (212) 872-1002
                  E-mail: idizengoff@akingump.com
                          apreis@akingump.com
                          mlahaie@akingump.com
                          skurlanzik@akingump.com
                          keide@akingump.com


Debtors'
Investment
Banker and
Financial
Advisor:          MOELIS & COMPANY

Debtors'
Claims
Agent:            KURTZMAN CARSON CONSULTANTS LLC
                  2335 Alaska Avenue
                  El Segundo, CA 90245
                  Tel: (877) 660-6698

Estimated Assets & Debts: AMI estimated assets of $0 to $50,000
  and debts of $500 million to $1 billion in its Chapter 11
  petition.  AMO, the operating unit of AMI, estimated assets of
  $100 million to $500 million and debts of $500 million to $1
  billion in its Chapter 11 petition.

The petition was signed by Christopher Polimeni, executive vice
president, CFO and treasurer.

Debtor's List of 50 Largest Unsecured Creditors:

  Entity/Person             Nature of Claim      Claim Amount
  -------------             ---------------      ------------
Wilmington Trust            Notes                $355,800,000
520 Madison Avenue,
33rd Floor, New
York, NY 10022

Wilmington Trust            Notes                 $24,800,000
520 Madison Avenue,
33rd Floor, New
York, NY 10022

HSBC Bank USA               Notes                  $7,500,000
452 Fifth Avenue
New York, NY 10018

Gould Paper                 Vendor                 $2,081,580
Corporation

RR Donnelley                Vendor                 $1,357,110

CDS Global Inc              Vendor                   $502,434

Vertis Inc                  Vendor                   $260,369

Quad Graphics 01            Vendor                   $242,628

Source Interlink            Vendor                   $166,667
Media LLC

Trend Offset Printing       Vendor                   $132,260
Services Inc

North Pacific               Vendor                   $116,920
Paper Corp

Subco Inc                   Vendor                    $42,480

Neighborhood                Vendor                    $35,017
Periodical Club

Nielsen Inc                 Vendor                    $33,084

Agora Marketing             Vendor                    $30,226
Solutions Inc

Priority One Clearing       Vendor                    $29,730
Services Inc

M2 Media Group              Vendor                    $25,573


Splash News &               Vendor                    $17,759
Picture Agency Inc

Lexis Nexis                 Vendor                    $15,307

Ricoh Corporation           Vendor                    $11,096

Value Mags                  Vendor                    $10,091

Federal Express             Vendor                     $9,519
Corp

The News Group              Vendor                     $9,428

Dell                        Vendor                     $8,256

Clark Worldwide             Vendor                     $6,827
Transportation Inc

Upside Software,            Vendor                     $5,814
Inc

Getty Images Inc            Vendor                     $5,774

R C S Customs Serv          Vendor                     $5,219
Ltd

Strategic Media Llc         Vendor                     $5,164

Lapointe Rosenstein         Vendor                     $4,756
Marchand Melancon

Rivington Media Llc         Vendor                     $4,693

Hudson News Company         Vendor                     $4,600

Intercall                   Vendor                     $4,457

Wyman & Isaacs Llp          Vendor                     $4,256

Stockland Martel Inc        Vendor                     $3,865

SAVVIS                      Vendor                     $3,734

Halsey & Griffith           Vendor                     $3,638
Inc

Bond Staffing               Vendor                     $3,327

Radar Online LLC            Vendor                     $3,164

Zinio LLC                   Vendor                     $2,862

Scanlynx Technologies       Vendor                     $2,662

Audit Bureau of             Vendor                     $2,398
Circulations

Mediarazzi Inc              Vendor                     $2,307

Centex Periodicals          Vendor                     $2,240
Inc

Epiphany Artist             Vendor                     $2,180
Group Inc

Philip Ramey                Vendor                     $1,950
Photography LLC

Gourmet Caterers            Vendor                     $1,914
Inc

PR Newswire                 Vendor                     $1,885
Association LLC

Sonomait                    Vendor                     $1,796

Digital Fusion LLC          Vendor                     $1,774


AMIDEE CAPITAL: Wins OK to Sell All Assets to Burke Oak for $2.1MM
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Amidee Capital Group, Inc., to sell substantially all
of its assets to Burke Oak Point Apartments, LLC.

The Debtors related that Sterling Bank's $1,990,000 offer was the
highest and best offer for the assets submitted at the auction.
After the auction, the Debtor, Sterling Bank and Burke Oak reached
an agreement to sell the assets to  Burke Oak for $2,100,000.

The Debtors has now designated the offer submitted by Sterling
Bank as the next highest offer for the assets and that Sterling
Bank is the reserve bidder for the assets.

The sale was free and clear of liens, claims, interests, and
encumbrances.

                      About Amidee Capital

Houston, Texas-based Amidee Capital Group, Inc., is a Texas
corporation formed in 2003 to acquire, renovate, operate and
resell real property.

Amidee Capital filed for Chapter 11 bankruptcy protection on
January 17, 2010 (Bankr. S.D. Tex. Case No. 10-20041).  Amidee
Capital estimated $10 million to $50 million in assets and debts
in its Chapter 11 petition.  The Company's affiliates -- Amidee
2006 Preferred Real Estate Income Program, Ltd., et al. -- filed
separate Chapter 11 petitions.  Matthew Scott Okin, Esq., at Okin
Adams & Kilmer LLP, represents the Debtors.


AMSCAN HOLDINGS: Posts $4.6-Mil. Net Profit in 3rd Quarter
----------------------------------------------------------
Amscan Holdings Inc. filed its quarterly report on Form 10-Q,
reporting net income of $4.60 million on $362.81 million of total
revenues for the three months ended Sept. 30, 2010, compared with
net income of $3.08 million on $341.10 million of total revenues
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$1.71 billion in total assets, $1.17 billion in total liabilities,
and stockholder's equity of $524.32 million.

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

                       About Amscan Holdings

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

                           *     *     *

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

At the end of September 2010, Standard & Poor's Rating Services
placed its 'B' corporate credit rating and all other related
ratings on Elmsford, N.Y.-based Amscan Holdings Inc. on
CreditWatch with positive implications.  Standard & Poor's could
either raise or affirm the rating when it resolves the CreditWatch
listing.


AMSCAN HOLDINGS: Moody's Assigns 'B2' Rating to $675 Mil. Loan
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Amscan Holdings,
Inc.'s proposed $675 million Senior Secured Term Loan.  Proceeds
from the new term loan will be used to repay in full the company's
existing $342 million secured term due in 2013 and the balance of
proceeds will be used to fund a dividend to Amscan's owners.
Moody's affirmed all other ratings, including the B2 Corporate
Family Rating and the Caa1 rating assigned to the company
$175 million Senior Subordinated Notes due 2014.  The rating
outlook remains stable.  Upon closing of the new term loan
facility, Moody's will withdraw the B1 rating currently assigned
to the senior secured term loan due in 2013

This rating was assigned:

* $675 million senior secured term loan due 2017 at B2 (LGD 4,
  50%)

These ratings were affirmed and LGD point estimates amended:

* Corporate Family Rating at B2

* Probability of Default Rating at B2

* $175 million Senior Subordinated Notes due 2014 at Caa1 (LGD 5,
  89% from LGD 5, 81%)

This rating will be withdrawn upon closing of the new term loan
facility:

* $342 million senior secured term loan due 2013 at B1 (LGD 3,
  41%)

                        Ratings Rationale

Amscan's B2 Corporate Family Rating reflects its high financial
leverage, aggressive financial policies, and narrow business
focus.  The rating is supported by the company's overall size in
the fragmented party supply industry.  While the party goods and
related accessory category is highly discretionary, it is
generally stable, as a high portion of sales are tied to regularly
recurring events, such as birthdays, and the majority of products
are sold at moderate price points.

The B2 rating assigned to the company's senior secured term loan
facility reflects its first lien position on substantially all
assets of the company, other than accounts receivable and
inventory which are pledged on a first lien basis to the company's
(unrated) $325 million asset based credit facility.

The stable outlook reflects Moody's expectation that the company
will maintain its market position and will continue to show
positive trends in sales and operating performance.  The stable
outlook also incorporates expectations that the company will
maintain aggressive financial policies.

Ratings could be upgraded if Amscan can deleverage its balance
sheet while maintaining moderate financial policies.
Quantitatively ratings could be upgraded if EBITA /interest
expense is sustained above 1.5 times, and debt / EBITDA is
sustained below 5.25 times.

Ratings could be downgraded if the company's good liquidity
profile were to erode, or if heightened competition began to
negatively impact operating margins.  Quantitatively, ratings
could be lowered if debt/EBITDA is sustained above 6.25 times or
if interest coverage falls below 1.25 times.

Headquartered in Elmsford, NY, Amscan Holdings is a designer,
manufacturer, distributor and retailer of party goods and related
accessories.  The company's retail brands include Party City,
Party America, Halloween City, and Factory Card & Party Outlet.
Revenues are approximately $1.5 billion.


APPLETON PAPERS: Principal Accounting Officer Resigns
-----------------------------------------------------
Patrick J. Jermain, principal accounting officer of Appleton
Papers Inc. and Paperweight Development Corp., has voluntarily
resigned.  Mr. Jermain's resignation will be effective December 3,
2010.

                        About Appleton Papers

Appleton Papers Inc. is a 100%-owned subsidiary of Paperweight
Development Corp.  Appleton Papers Inc. --
http://www.appletonideas.com/-- headquartered in Appleton,
Wisconsin, produces carbonless, thermal, security and performance
packaging products.  Appleton has manufacturing operations in
Wisconsin, Ohio, Pennsylvania, and Massachusetts, employs
approximately 2,200 people and is 100% employee-owned.

Appleton Papers carries a 'B' corporate credit rating from
Standard & Poor's.

The Company's balance sheet at Sept. 30, 2010, shows
$705.64 million in total assets, $164.22 million in total current
liabilities, $525.83 million in long-term debt, $50.58 million
in post-retirement benefits, $89.43 million in accrued pension,
$6.08 million in other long-term liabilities, and a stockholder's
deficit of $99.63 million.


ARDSLEY VILLAGE: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ardsley Village Square, Inc.
        721 Saw Mill River Road
        Ardsley, NY 10502

Bankruptcy Case No.: 10-24368

Chapter 11 Petition Date: November 12, 2010

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Francis J. O'Reilly, Esq.
                  10 McMahon Place
                  Mahopac, NY 10541
                  Tel: (845) 621-1255
                  Fax: (845) 621-1686
                  E-mail: foreilly@bestweb.net

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-24368.pdf

The petition was signed by Tejinder Singh, president.


ASSOCIATED BANC: S&P Affirms 'BB-' Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Associated Banc Corp. and banking subsidiary Associated
Bank N.A. to positive from stable.  At the same time, S&P affirmed
its ratings on the companies, including the 'BB-' counterparty
credit rating on Associated and the 'BB+' on the banking
subsidiary.

The rating action reflects S&P's opinion that Associated's credit
quality will continue to improve along with significant declines
in loan loss provisioning and nonperforming assets since last
year, resulting in a return to profitability.

"S&P believes that some negative asset quality measures remain
high, but S&P views favorably management's progress in removing
problem assets from the bank's balance sheet, especially through
bulk sales," said Standard & Poor's credit analyst Sunsierre
Newsome.

That said, management must demonstrate sustainability in the
improvement of its asset quality and profitability metrics in
order to return to investment-grade ratings.  In addition,
Associated's strong capital helps to support the rating.

In the third quarter of 2010, Associated reported its first net
profit after three consecutive quarters of losses, although it is
still in a net loss position for 2010.  The $37 million year-to-
date loss compares with last year's $19 million profit for the
same period.  S&P anticipate lower loan loss provisions and
positive earnings in the near term, as management continues
removing problem assets and declining credit quality subsides.
However, given the prolonged period of low rates and soft loan
demand, in S&P's opinion, the net interest margin and,
consequently, profitability, remain under pressure.

S&P believes Associated is balancing its portfolio toward a more
traditional mix compared with its legacy focus of concentrating in
commercial real estate (CRE)-related assets.  While S&P recognizes
the improvements in asset quality during 2010, some asset quality
metrics remain high.  In fact, while S&P recognize management's
efforts to strengthen both its balance sheet and the need for
improved risk management framework, S&P also observes that CRE
nonperformers have increased 40%, to $300 million as of Sept. 30,
2010, compared with Sept. 30, 2009, while the construction
portfolio declined significantly, by 54% during the same time.  At
Sept. 30, overall NPAs were 7% (including restructured loans) of
total loans and other real estate owned and potential problem
loans remained elevated at $1.1 billion, even though they also
declined 30% from their 2009 year-end peak.  The decline in NPAs
from the first quarter peak was aided by two bulk loan sales
totaling $434 million in CRE and residential construction NPLs.
S&P expects that the disposal of problem assets will continue in
the fourth quarter and that credit quality will keep improving.
Further, annualized NCOs were still high at 3.39%, but
$85.4 million of the $110 million write-downs for the quarter
were related to commercial loan sales.

While weak economic conditions persist, Associated's fairly stable
regional economy, its improving problem loan workout resolutions,
and its 4.22% loan loss reserves should assuage any significant
capital erosion.  S&P believes that the bank's problems likely
have peaked, and that credit costs could subside in the next two
to three quarters while other metrics move toward more normalized
levels.  Furthermore, new management's long-term strategy to
reduce the company's overall risk by shifting away from the more
risky CRE and construction and into commercial and industrial and
high-quality residential lending should also benefit future
profitability.

The outlook is positive.  S&P believes that credit costs will
subside, asset quality measures will regress toward more
historical Associated levels, thereby improving profitability.
However, if credit costs remain high, pressuring earnings and
eroding tangible capital, S&P could revise the outlook to stable
and possibly to negative.


AUTOTRADER.COM INC: Moody's Assigns 'Ba3' Rating to Senior Loan
---------------------------------------------------------------
Moody's Investors Service assigned AutoTrader.com, Inc.'s new
senior secured bank facility a Ba3 rating.  The company's
existing Corporate Family Rating is Ba3 and its Probability of
Default Rating is B1.  The new bank facility includes a proposed
$150 million revolving credit facility, a $200 million Term Loan
A and a $600 million Term Loan B.  The new facility will replace
the company's existing $625 million of bank facilities.  The
credit facilities will be secured by a first priority interest in
and lien on substantially all of ATC's assets.  Further, the debt
will be guaranteed by all existing and future domestic
subsidiaries.  The new rating assignments are:

  -- $150 Million Senior Secured Revolving Credit Facility,
     Assigned Ba3, LGD3-32%

  -- $200 Million Senior Secured Term Loan A Facility, Assigned
     Ba3, LGD3-32%

  -- $600 Million Senior Secured Term Loan B Facility, Assigned
     Ba3, LGD3-32%

The new larger bank facility is being put in place following the
announced acquisition of Kelly Blue Book and the recent
acquisition of vAuto.  The company plans to finance the
acquisitions with a combination of debt and equity.  Considering
the incremental debt being added and the EBITDA contribution of
both Kelly Blue Book and vAuto, Moody's does not anticipate that
ATC will exceed 4.0x leverage (including Moody's standard
adjustments) pro forma for the transaction, and Moody's
anticipates that leverage will decline from a combination of
EBITDA growth and debt reduction such that leverage will decline
to around 3.0x by the end of 2011.  Moody's anticipates that the
new facility will contain financial maintenance covenants limiting
total leverage to 4.5x and stepping down to 3.0x, and a minimum
fixed charge coverage ratio of 2.25x stepping up to 3.0x.  Moody's
anticipates that the financial covenants will step down gradually
to provide a balance between disciplined debt reduction and yet
allowing for adequate compliance cushion.  The Kelly Blue Book
acquisition is expected to close by the end of the year.

ATC's Ba3 CFR is largely driven by the strong cash flows the
company generates from its position as a leading seller of digital
automotive advertising, its significant level of subscription
based revenues largely derived from automotive listings and
control by fiscally conservative Cox Enterprises Inc. ("CEI" -
Baa3 senior unsecured).  The rating incorporates Moody's
expectation that ATC will grow both organically and through
acquisitions and that it will sustain debt-to-EBITDA leverage
(incorporating Moody's standard adjustments) between 2.5x and 3.0x
over the long term.  These strengths, however, only partially
offset ATC's key business risks including the company's relatively
short operating history, small scale, narrow business focus and
vulnerability to the health of automobile sales, mainly used autos
which is driven by consumer spending, particularly in the future
as organic growth moderates.  In addition, there is a significant
level of competition in the sale of digital automotive advertising
and listings.  Further, Moody's believes there are only moderate
entry barriers.

ATC's CFR could be upgraded to Ba2 if CEI maintains control and
the company were to commit to lower sustained leverage bringing
its debt-to-EBITDA leverage to under 1.5x.  Further upward rating
momentum beyond Ba2 would be constrained by ATC's short operating
history, the level of business risk associated with its purely
advertising reliant business model and lack of advertising niche
diversity.

A downgrade could occur if debt-to-EBITDA leverage were to be
sustained above 3.0x and CEI did not remain in control the
company.  The rating could also be downgraded if leverage is
sustained above 4.0x while remaining under CEI's control.

The last rating action on AutoTrader.com was on May 12, 2010 when
Moody's assigned first time ratings to the company.

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

AutoTrader.com, Inc., with its headquarters in Atlanta, GA, is the
Internet's leading automotive classifieds marketplace and consumer
information website.  AutoTrader.com is controlled by Cox
Enterprises, Inc. (Baa3 senior unsecured).  ATC is controlled by
Cox Enterprises, Inc. with ownership of over two-thirds of the
company.  The remainder of the shares are held by Providence
Equity Partners, Kleiner Perkins, ATC's management and other
stockholders (less than 2%).


BARBER GLASS: Grant Thornton Named Receiver & Manager
-----------------------------------------------------
Barber Glass was placed into receivership last week, according to
reporting by John Edwards of Ontario-based Simcoe.com.

Simcoe reports that an Ontario Superior Court of Justice document
indicates that Bank of Montreal filed the application under the
Bankruptcy and Insolvency Act.

According to the report, Grant Thornton Limited has been appointed
as receiver and manager of all the assets, undertakings and
properties of the company.

Simcoe relates that Jeff Wilkins, operations manager of Barber
Glass' Collingwood plant, said the firm's 45 employees were let
go.  Mr. Wilkins also said that the plant is trying to put a
proposal together to the receiver and the bank to finish what they
have in production.

Collingwood Mayor Chris Carrier said the Economic Development
department will be assisting the employees impacted by the
closure, according to the report.

John Barber, whose family founded the company more than 127 years
ago, said the Company was "working diligently to find financing
solutions, including through existing and new lenders, suppliers
and government agencies, which would satisfy all parties.   The
company was close to an interim arrangement with the support of
its suppliers and customers but was unable to get its operating
lender onside," the report notes.

The report also said that according to Mr. Barber, "[A] major
equipment supplier to the Collingwood facility had problems in
solving their equipment issues resulting in a delay in the startup
of commercial production for six months."  In addition, he said
that "the soft economy and the rising Canadian dollar affected
asset valuations and sales."

                        About Barber Glass

Barber Glass operates a plant on Mountain Road, in Collingwood,
Ontario, Canada.  The Company launched a $24 million expansion of
the former Alcoa Wheel Plant and was one of only two companies in
North America capable of manufacturing oversized, insulated glass
for the architectural market.  The Company employed 45 people.


BERNARD MADOFF: Trustee Sues Ex-Milberg Weiss Lawyers
-----------------------------------------------------
Jef Feeley and Dawn McCarty, writing for Bloomberg News, report
that Irving Picard, the trustee overseeing the bankruptcy of
Bernard Madoff's investment company, sued former Milberg Weiss
name partner Melvyn I. Weiss and ex-partner David J. Bershad to
recover $20.4 million in false profits from Mr. Madoff's Ponzi
scheme.

"This action is brought to recover the fictitious profit amount so
that this customer property can be equitably distributed among all
the victims" of Madoff's fraud, Mr. Picard said in the suit filed
today in U.S. Bankruptcy Court in Manhattan, according to
Bloomberg.

The new suits follow 19 others filed by Mr. Picard seeking to
recover more than $15.5 billion from parties related to Mr.
Madoff, including his friends and family, and from so-called
feeder funds, which directed most or all of their clients' money
to Mr. Madoff.

Bloomberg notes both Messrs. Weiss and Bershad pleaded guilty to
racketeering charges over a client-kickback scheme and left the
law firm, which has changed its name to Milberg LLP.  Both Messrs.
Weiss and Bershad, who represented plaintiffs in securities-fraud
cases, faced federal charges alleging they secretly paid clients
to bring such lawsuits.  Prosecutors argued the men, who
industrialized the filing of securities class-action cases, racked
up at least $251 million in fees from 1979 to 2005.

"I have no prior information about this and I have no comment,"
Mr. Weiss, 75, told Bloomberg in a telephone interview from Boca
Raton, Florida.

Mr. Bershad, 70, didn't immediately return a call for comment.

The case is Irvin H. Picard, trustee for the Liquidation of
Bernard L. Madoff Investment Securities LLC v. The M&B Weiss
Family Limited Partnership of 1996 C/O Melvyn I. Weiss, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                       About Bernard L. Madoff

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

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

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

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

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

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

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


BIOFUEL ENERGY: Posts $1.8 Million Net Loss in Q3 2010
------------------------------------------------------
Biofuel Energy Corp. filed its quarterly report on Form
10-Q, reporting a net loss of $1.8 million on $114.7 million of
revenue for the three months ended September 30, 2010, compared
with a net loss of $8.4 million on $91.1 million of revenue for
the same period last year.

The Company has experienced declining liquidity and as of
September 30, 2010 has $32.6 million of long-term debt due within
the next year, including a $19.4 million Bridge Loan, the Company
said in the filing.  The Company is restricted by the terms of its
Senior Debt facility from using the funds generated by its
operating subsidiaries to repay the Bridge Loan.

In connection with the Bridge Loan agreement, on September 24,
2010, the Company entered into a Rights Offering Letter Agreement
with the Bridge Loan lenders, who are its two largest
stockholders, pursuant to which the Company agreed to use its
commercially reasonable best efforts to commence and complete a
rights offering.  BioFuel Energy, LLC (the "LLC"), also intends to
commence and complete a concurrent private placement of LLC
interests.

"If we are unable to raise sufficient proceeds from the rights
offering, the LLC's concurrent private placement, or from other
sources, we may be unable to continue as a going concern, which
could potentially force us to seek relief through a filing under
the U.S. Bankruptcy Code."

The Company's balance sheet at September 30, 2010, showed
$329.7 million in total assets, $274.6 million in total
liabilities, and stockholders' equity of $55.1 million.

As reported in the Troubled Company Reporter on March 31, 2010,
Grant Thornton LLP, in Denver, 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 experienced declining liquidity and has $16.5 million of
outstanding working capital loans that mature in September 2010.

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

               http://researcharchives.com/t/s?6ec7

                       About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF)
-- http://www.bfenergy.com/-- currently has two 115 million
gallons per year ethanol plants in the Midwestern corn belt.  The
Company's goal is to become a leading ethanol producer in the
United States by acquiring, developing, owning and operating
ethanol production facilities.


BION ENVIRONMENTAL: Posts $842,400 Net Loss in Sept. 30 Quarter
---------------------------------------------------------------
Bion Environmental Technologies Inc. filed its quarterly report on
Form 10-Q, reporting a net loss of $842,367 on zero revenue for
the three months ended Sept. 30, 2010, compared with a net loss of
$971,730 on zero revenue for the same period a year ago.

The Company has not generated revenues and has incurred net losses
of approximately $2,976,000 and $1,318,000 during the years ended
June 30, 2010 and 2009, respectively.

While the Company has not recognized any operating revenues for
the past two fiscal years, the Company anticipates that future
revenues will be generated from product sales, credit sales,
technology license fees, annual waste treatment fees and/or direct
ownership interests in integrated projects.

The Company's balance sheet at Sept. 30, 2010, showed
$1.93 million in total assets, $1.14 million in total liabilities,
$2.52 million of Series B Redeemable Convertible Preferred stock,
and a stockholders' deficit of $1.72 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ec3

                     About Bion Environmental

Crestone, Colo.-based Bion Environmental Technologies, Inc.
(OTC BB: BNET) has provided environmental treatment solutions to
the agriculture and livestock industry since 1990.  Bion's
patented next-generation technology provides a unique
comprehensive treatment of livestock waste that achieves
substantial reductions in nitrogen and phosphorus, ammonia,
greenhouse and other gases, as well as pathogens, hormones,
herbicides and pesticides.

                     Going Concern Doubt

GHP Horwath, P.C., in Denver, Colo., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has not generated
revenue and has suffered recurring losses from operations.


BIOVEST INTERNATIONAL: Emerges from Chapter 11 Reorganization
-------------------------------------------------------------
Biovest International, Inc. has successfully completed its
reorganization, and pursuant to Biovest's Plan of Reorganization
approved by the bankruptcy court, the Company has now formally
exited Chapter 11 as a fully restructured organization.

According to Samuel S. Duffey, Biovest's President & General
Counsel, "Today marks an exciting new beginning for Biovest as we
have emerged as a much stronger, more financially secure
organization.  As such, we are preparing to report significant new
milestones that we have been working towards.  Even before
yearend, Biovest is planning to present important new Phase III
data for BiovaxID(R), its personalized lymphoma vaccine, at the
ASH Annual Meeting in December and also report new revenue-
generating contract manufacturing agreements for biologics
production to be performed at its cell culture center. These
events should cap off a highly successful year and set the stage
for 2011 and beyond."

As now deemed effective, the Plan of Reorganization restructured
Biovest's balance sheet by reducing outstanding debt, rescheduling
debt payment obligations and reducing operating expenses.  Under
the Plan, stockholders retained their common shares.  An important
part of the confirmed restructuring was a previously announced $7
million financing for which ROTH Capital Partners, LLC acted as
the exclusive placement agent.  Structural changes to certain
agreements are now in effect including the reduction of the
outstanding royalty on BiovaxID sales from 35% to 6.30%, thus
expected to enhance Biovest's commercial and partnering
opportunities.

                    About Biovest International

Based in Tampa, Florida, Biovest International Inc. (OTCQB:
BVTI) -- http://www.biovest.com/-- is an emerging leader in the
field of active personalized immunotherapies targeting life-
threatening cancers of the blood system.  Developed in
collaboration with the National Cancer Institute, BiovaxID(R) is a
patient-specific, cancer vaccine, demonstrating statistically
significant Phase III clinical benefit by prolonging disease-free
survival in vaccinated patients suffering from indolent follicular
non-Hodgkin's lymphoma, confirming a previous positive Phase II
study.

As of June 30, 2010, Biovest is 75% owned subsidiary of Accentia
Biopharmaceuticals Inc.

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection on November 10, 2008 (Bankr. M.D. Fla. Case
No. 08-17796).


BLOCKBUSTER INC: Committee Wants to Begin Wide Rule 2004 Probe
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Blockbuster
Inc.'s cases, pursuant to Section 105(a) of the Bankruptcy Code
and Rule 2004 of the Federal Rules of Bankruptcy Procedure, asks
the Court:

  (a) to direct the production of documents and the examination
      of individuals, corporate designees or representatives of
      these "investigation parties":

      * the Debtors;

      * Wilmington Trust FSB, as administrative agent and
        collateral agent for the lenders party to the Senior
        Secured, Super-Priority Debtor-in-Possession Revolving
        Credit Agreement;

      * U.S. Bank National Association, as trustee and
        collateral agent for the beneficial owners of 11.75%
        Senior Secured Notes due 2014; and

      * the entities, known as the Backstop Lenders, which are
        identified on the DIP Credit Agreement, in their
        capacity as DIP Lenders and signatories to the Plan
        Support Agreement dated as of September 22, 2010; and

  (b) for authority to issue other subpoenas for testimony and
      the production of documents as it deems appropriate in
      furtherance of its investigation of the prepetition acts,
      conduct, property, liabilities and financial condition of
      the Debtors and their estates, including:

      * the negotiation of the PSA and any alternative proposals
        for the recapitalization, restructuring or other
        disposition of the Debtors' business and assets;

      * the refinancing of Blockbuster's prior secured credit
        facility with the Senior Secured Notes in October 2009;

      * holdings and transfers of the Senior Secured Notes or
        any equity security of Blockbuster by the Backstop
        Lenders;

      * valuation of the Debtors' assets and business lines; and

      * the execution of forbearance agreements among
        Blockbuster and the Senior Secured Noteholders.

Rule 2004 discovery of the Investigation Parties is necessary in
order for the Creditors Committee to carry out its statutory
authority to investigate the Debtors' financial affairs and
discover any assets or expose any conduct that may give rise to
potential causes of action of the bankruptcy estates, Jay R.
Indyke, Esq., at Cooley LLP, in New York, tells Judge Lifland.

The need to understand the Debtors' prepetition affairs and the
validity of prepetition debt is heightened in the bankruptcy cases
given the terms of the PSA, which sets forth the structure of a
plan of reorganization of the Debtors premised upon a conversion
of substantially all of their prepetition secured debt to equity
in reorganized Blockbuster and provides, at best, a de minimis
return to all of the remaining creditors, Mr. Indyke argues.

The Debtors and the Backstop Lenders have already agreed to work
cooperatively with the Creditors Committee to provide access to
the information needed to perform a fulsome investigation, Mr.
Indyke discloses.  Nevertheless, he asserts, given the condensed
time frame under which the Creditors Committee is required to
complete its investigation under the terms of the Final DIP Order,
the Creditors Committee is compelled to file the request to ensure
the conduct of a thorough investigation aimed at maximizing the
value of the estates.

The production of documents by, and oral examination of, the
Investigation Parties are critical to the Creditors Committee's
investigation because a number of creditors and equity holders
have already voiced their beliefs through pleadings and other
documents that the Debtors and certain Senior Secured Noteholders
engaged in actionable conduct prior to the filing of the cases,
Mr. Indyke contends.  He points out that the Creditors Committee
is best positioned to investigate prepetition conduct or
activities, which may have affected the Debtors' capital structure
or precipitated the bankruptcy filings.

Mr. Indyke adds that the discovery sought is tailored to the
factual matters raised or implicated by the issues and events that
precipitated the cases, and compliance with these requests will
not unduly burden the Investigation Parties.

The Court will convene a hearing on November 24, 2010, to consider
the request.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Blockbuster Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)


BLOCKBUSTER INC: Court Sets Dec. 22 General Claims Bar Date
-----------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York established:

  -- December 22, 2010, as the deadline by each person or
     entity must file proofs of claim based on prepetition
     claims against the Debtors; and

  -- March 22, 2011, as the deadline for governmental units to
     file Proofs of Claim against the Debtors.

Subject to certain exceptions, any person or entity, who holds a
claim against a Debtor that arose prepetition, and who desires to
share in any distribution made in the Chapter 11 cases, must file
a Proof of Claim by the applicable Bar Date and in strict
accordance with the requirements and procedures set forth in the
order.

Judge Burton Lifland ruled that all Proofs of Claim filed against
the Debtors must substantially conform to the approved Proof of
Claim Form and must be received by the applicable Bar Date by the
official noticing and claims agent in the cases, Kurtzman Carson
Consultants, or the Court.

These persons are not required to file a Proof of Claim by the
applicable Bar Date:

  (a) any person or entity:

      * whose claim is listed on the Debtors' schedules of
        assets and liabilities, and whose claim is not described
        as "disputed," "contingent," or "unliquidated"; and

      * who does not dispute the amount or nature of the claim
        set forth in the Schedules;

  (b) any person or entity, whose claim has been paid in full by
      the Debtors;

  (c) any person or entity that holds an interest in the
      Debtors, which interest is based exclusively on the
      ownership of common or preferred stock, membership
      interests, partnership interests, or warrants or rights to
      purchase, sell or subscribe to a security or interest,
      provided that interest holders, who wish to assert claims
      against the Debtors that arise out of or relate to the
      ownership or purchase of an interest, must file Proofs of
      Claim by the applicable Bar Date, unless another exception
      applies;

  (d) any person or entity that holds a claim that has been
      allowed by an order of the Court entered by the applicable
      Bar Date;

  (e) any holder of a claim for which a separate deadline is
      fixed by the Court;

  (f) any holder of a claim, who has already properly filed a
      Proof of Claim with the Clerk of the Court or KCC, against
      the Debtors utilizing a claim form that substantially
      conforms to the Proof of Claim Form;

  (g) any person or entity that asserts a claim under Sections
      503(b) or 507(a) of the Bankruptcy Code as an
      administrative expense of the cases, other than a holder
      of a Section 503(b)(9) Claim; and

  (h) any person or entity, whose claim is limited exclusively
      to the repayment of principal, interest and other fees and
      expenses on or under any agreements governing any debt
      security issued by any of the Debtors pursuant to an
      indenture if the indenture trustee or similar fiduciary
      under the applicable indenture files a Proof of Claim
      against the applicable Debtor on account of all Debt
      Claims against the Debtor under the applicable Debt
      Instruments, provided that any holder of a Debt Claim
      wishing to assert a claim arising out of or relating to a
      Debt Instrument, other than a Debt Claim, will be required
      to file a Proof of Claim with respect to the claim by the
      Bar Date, unless another exception applies.

Subject to modification by further order of the Court, any person
or entity that holds a claim arising from the rejection of an
executory contract or unexpired lease must file a Proof of Claim
based on the rejection by the later of (i) the applicable Bar
Date, or (ii) the date, which is 45 days following the effective
date of the rejection.

A separate Proof of Claim must be filed against each Debtor that a
person or entity asserts a claim against.

Any holder of a claim against the Debtors, who is required, but
fails to file a proof of the claim in accordance with the Order by
the applicable Bar Date will be forever barred, estopped and
enjoined from asserting the claim against the Debtors, and the
Debtors and their property will be forever discharged from any and
all indebtedness or liability with respect to the claim.  The
holder will not be permitted to vote to accept or reject any
Chapter 11 plan filed in the cases, or participate in any
distribution on account of the claim or to receive further notices
regarding the claim.

If the Debtors amend or supplement their Schedules subsequent to
November 10, 2010, the Debtors will give notice of any amendment
or supplement to the affected holders of claims, and the holders
will be afforded 30 days from the date on which the notice is
given to file Proofs of Claim in respect of their claims or be
forever barred from doing so.

Judge Lifland clarified that nothing in the Order will prejudice
the right of the Debtors or any other party-in-interest to dispute
or assert offsets or defenses as to the nature, amount, liability,
classification, or otherwise, of any claim reflected in the
Schedules or any Proof of Claim filed against any Debtor.  He
added that any person or entity, who desires to rely on the
Schedules will have the responsibility for determining that the
claim is accurately listed in the Schedules.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Blockbuster Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)


BLOCKBUSTER INC: M. Rudd Seeks Appointment of Equity Committee
--------------------------------------------------------------
Mark L. Rudd, a shareholder of the Debtors who resides at 19710
Parkville Street, in Livonia, Michigan, filed with the Court a
letter in opposition to the bankruptcy filing of the Debtors, and
to have his voice heard in the Chapter 11 proceeding.

"I intend to make a reasonable request that an equity committee be
formed to represent the common shareholder; based on the grounds
that bankruptcy was either unnecessary or intentional," Mr. Rudd
says.  He asserts that an equity committee could convince the
Court that there is now, or, soon will be sufficient revenue to
pay off debt or, at the very least, enough apparent value to
complete a debt for equity exchange that leaves at least 51% of
the equity with the existing shareholders.

"My aim is to convince the court that there is a group of
shareholders who are regular people who invested in Blockbuster
because they believed in the company and the name, as an American
institution," Mr. Rudd tells the Court.  "This minority of
shareholders are the ones that need an equity committee; as the
majority of equity is probably now held by hedge funds who are
friendly with the secured debt holders," he continues.

In support of his request for appointment of equity and his
assessment of the Debtors' bankruptcy, Mr. Rudd attached
Blockbuster Inc.'s Management Presentation dated June 2010,
which was officially filed with the U.S. Securities and
Exchange Commission on June 11, 2010 as Form DEFA14A.

Mr. Rudd also argues, among other things, that "Carl Icahn and a
group of hedge funds should not be allowed to take a very valuable
company away from its owners, just because they were able to
manipulate the system and maneuver Blockbuster into an
unnecessary/forced bankruptcy where they get it all."

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Blockbuster Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)


BLOCKBUSTER INC: Reports $54.1 Mil. Loss for Q3 2010
----------------------------------------------------
Blockbuster Inc. filed with the Securities and Exchange Commission
on November 11, 2010, the Company's Form 10-Q for the quarter
ended Oct. 3, 2010.

Dennis McGill, Blockbuster's executive vice president and chief
financial officer, signed the report, disclosing a third-quarter
net loss of $54.1 million.

According to Mr. McGill, Blockbuster:

  * incurred a net loss from operations for the 39 weeks and
    fiscal year ended October 3, 2010, and January 3, 2010;

  * had negative working capital as of October 3, 2010; and

  * had a stockholders' deficit as of October 3, 2010, and
    January 3, 2010.

"In addition, our recent Chapter 11 filing and the increasingly
competitive industry conditions under which we operate have
negatively impacted our results of operations and cash flows and
may continue to do so in the future," Mr. McGill said.  "These
factors raise substantial doubt about our ability to continue as a
going concern," he added.

A full-text copy of Blockbuster's Form 10-Q filed with the SEC is
available for free at:

                http://researcharchives.com/t/s?6ee1

                       Blockbuster Inc.
                  Consolidated Balance Sheets
                     As of October 3, 2010
                          In Millions

Assets

Current assets:
  Cash and cash equivalents                              $120.7
  Receivables, less allowances                             48.1
  Merchandise inventories                                 207.6
  Rental library, net                                     259.6
  Deferred income taxes                                    13.7
  Prepaid and other current assets                        116.3
                                                        -------
Total current assets                                      766.0

Property and equipment, net                               197.9
Deferred income taxes                                      79.6
Intangibles, net                                            6.4
Restricted cash                                            35.7
Other assets                                               36.4
                                                        -------
Total Assets                                           $1,122.0
                                                        =======

Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
  Accounts payable                                        $72.1
  Accrued expenses                                        254.3
  DIP credit agreement                                     20.0
  Current portion of long-term debt                           -
  Current portion of capital lease obligations              0.6
Deferred income taxes                                      83.7
                                                        -------
Total current liabilities                                 430.7

Long-term debt                                                -
Capital lease obligations                                   0.1
Other liabilities                                          22.5
Liabilities subject to compromise                       1,160.7
                                                        -------
                                                        1,614.0

Commitments and contingencies
Stockholders' equity (deficit):
  Preferred stock                                          30.3
  Class A common stock                                      1.5
  Class B common stock                                      0.7
  Additional paid-in capital                            5,498.1
  Accumulated deficit                                  (5,974.5)
  Accumulated other comprehensive loss                    (48.1)
                                                        -------
Total stockholders' equity (deficit)                     (492.0)
                                                        -------
Total liabilities and stockholders' equity             $1,122.0
                                                        =======

                       Blockbuster Inc.
             Consolidated Statement of Operations
             Thirteen Weeks Ended October 3, 2010
                         In Millions

Revenues:
  Base rental revenues                                   $470.8
  Previously rented product revenues                       99.9
                                                        -------
  Total rental revenues                                   570.7

  Merchandise sales                                       161.4
  Other revenues                                            4.5
                                                        -------
                                                          736.6

Cost of sales:
  Cost of rental revenues                                 191.1
  Cost of merchandise sold                                119.1
                                                        -------
  Total cost of sales                                     310.2
                                                        -------
Gross profit                                              426.4

Operating expenses:
  General and administrative                              405.0
  Advertising                                              10.6
  Depreciation and intangible amortization                 28.3
                                                        -------
                                                          443.9
                                                        -------
Operating income (loss)                                   (17.5)

Interest expense                                          (28.0)
Loss on extinguishment of debt                                -
Interest income                                             0.5
Other items, net                                           (1.2)
                                                        -------

Income (loss) from continuing operations                  (46.2)
  before income taxes

Reorganization items, net                                  (5.5)
Benefit (provision) for income taxes                       (1.8)
                                                        -------
Income (loss) from continuing operations                  (53.5)

Income (loss) from discontinued operations                    -
                                                        -------
Net income (loss)                                         (53.5)
  Preferred stock dividends                                (0.6)
                                                        -------
Net income (loss) applicable to                          ($54.1)
  common stockholders                                   =======

                       Blockbuster Inc.
             Consolidated Statement of Operations
            Thirty-Nine Weeks Ended October 3, 2010
                          In Millions

Revenues:
  Base rental revenues                                 $1,570.3
  Previously rented product revenues                      326.3
                                                        -------
  Total rental revenues                                 1,896.6

  Merchandise sales                                       554.1
  Other revenues                                           13.6
                                                        -------
                                                        2,464.3
Cost of sales:
  Cost of rental revenues                                 685.7
  Cost of merchandise sold                                418.4
                                                        -------
  Total cost of sales                                   1,104.1
                                                        -------
Gross profit                                            1,360.2

Operating expenses:
  General and administrative                            1,322.9
  Advertising                                              40.9
  Depreciation and intangible amortization                 81.0
                                                        -------
                                                        1,444.8
                                                        -------
Operating income (loss)                                   (84.6)

Interest expense                                          (93.3)
Loss on extinguishment of debt                                -
Interest income                                             0.6
Other items, net                                           (2.1)
                                                        -------
Income (loss) from continuing operations                 (179.4)
  before income taxes

Reorganization items, net                                  (5.5)
Benefit (provision) for income taxes                       (2.3)
                                                        -------
Income (loss) from continuing operations                 (187.2)

Income (loss) from discontinued operations                 (0.4)
                                                        -------
Net income (loss)                                       ($187.6)
                                                        =======

                       Blockbuster Inc.
             Consolidated Statement of Cash Flows
            Thirty-Nine Weeks Ended October 3, 2010
                          In Millions

Cash flows from operating activities:
  Net income (loss)                                     ($187.6)
  Adjustments to reconcile net income (loss)
  to net cash provided by (used in)
  operating activities:
     Depreciation and intangible amortization              81.0
     Reorganization items, net of cash payments             1.0
     Rental library purchases                            (265.1)
     Rental library amortization                          349.7
     Loss on sale of store operations                         -
     Non-cash share-based compensation                      0.9
     Deferred taxes and other liabilities                   9.0
     Loss on extinguishment of debt                           -

  Changes in operating assets and liabilities:
     Change in receivables                                 31.1
     Change in merchandise inventories                     90.3
     Change in prepaid and other assets                    30.6
     Change in accounts payable                          (150.0)
     Change in accrued expenses and
        other liabilities                                 (34.7)
                                                        -------
Net cash provided by (used in)                            (43.8)
  operating activities

Cash flows from investing activities:
Capital expenditures                                      (16.7)
Change in restricted cash                                  22.8
Proceeds from sale of store operations                        -
Other investing activities                                  1.3
                                                        -------
Net cash provided by (used in)                              7.4
investing activities

Cash flows from financing activities:
  Proceeds from DIP credit agreement                       20.0
  Proceeds from senior secured notes                          -
  Proceeds from credit agreement                              -
  Repayments on credit agreement                              -
  Repayments on senior secured notes                      (45.0)
  Cash dividends on preferred stock                           -
  Debt financing costs                                     (2.7)
  Capital lease payments                                   (4.1)
                                                        -------
Net cash provided by (used in)                            (31.8)
  financing activities

Effect of exchange rate changes on cash                     0.2
                                                        -------
Net decrease in cash and cash equivalents                 (68.0)
Cash and cash equivalents at beginning of period          188.7
                                                        -------
Cash and cash equivalents at end of period               $120.7
                                                        =======

                          Outlook

Blockbuster's quarter results disclose that for the remainder of
2010, it will continue to be committed to its goal of
transformation to a multi-channel platform while ensuring a smooth
transition of its business in Chapter 11.

Furthermore, it expects to continue facing the challenges of
increased industry competition and fragmentation as well as
balancing the decline of a single channel with the ascension of
emerging channels, like vending and digital.

"Factors contemplated in our current plans for the remainder of
2010 that we expect to mitigate these and other challenges include
simplification of our domestic stores movie rental terms and
pricing, launch of a significant marketing program to drive store
traffic and by-mail subscriber growth during the peak holiday
season, implementation of additional studio windows, a balanced
slate of movie releases, and merchandising improvements including
Blockbuster-exclusive products," explains Mr. McGill.  "However,
there can be no assurance regarding these matters given increased
competition, which has negatively impacted our ability to
accurately forecast our results of operations and cash position
and may result in deterioration of our revenues beyond what we
anticipate."

Further deterioration of revenues beyond what is contemplated in
the Company's current plans for the remainder of 2010 would
negatively impact its anticipated revenues, profitability and cash
flows from operations, he adds.  "Our expectations with respect to
our performance over the remainder of 2010 are subject to a number
of assumptions, many of which are outside our control, such as the
rate at which customers are shifting preferences in entertainment
delivery channels, our ability to reach acceptable terms with the
studios for the provision of film content for each of our
distribution channels, competitive pressures, the slate and timing
of movie releases by major studios, the effectiveness of our
planned fourth quarter advertising campaign and customer
preference for entertainment during the holiday season, impact of
bankruptcy proceedings and no significant contraction in our trade
terms."

"There can be no assurance that our planned strategic and
operational initiatives for the fourth quarter of 2010 will be
successful or that the DIP Lenders or the Bankruptcy Court will
approve the Proposed Plan, and under such circumstances we could
be forced to consider other alternatives to maximize potential
recovery for our various creditor constituencies, including a
possible sale of the company or certain of its material assets,
pursuant to section 363 of the Bankruptcy Code.

"Although we continue to face extremely challenging conditions, we
remain dedicated to repositioning and transforming Blockbuster
into a multi-channel brand by increasing our points of presence
through alliances for vending and digital distribution and by
offering our customers the most convenient access to media
entertainment, while optimizing our store portfolio through
continued closures of less profitable stores."

Through its alliance with NCR, the Company expects at least 7,500
Blockbuster Express kiosks by the end of 2010.  It also plans to
grow the by-mail channel and further expand availability of its
digital offering through BLOCKBUSTER On Demand.

"By leveraging our brand to deliver content through multiple
channels, we believe we have positioned ourselves to be a leading
provider of convenient access to media entertainment.  Through the
planned integration of our stores, by-mail, vending kiosks and
digital services, we intend to utilize a centralized customer
database, realize supply chain efficiencies and ultimately deliver
a superior customer experience.  We believe this multi-channel
capability differentiates us from our competitors and will help
position us to meet the challenges of operating in the rapidly
changing media entertainment industry," Mr. McGill maintained.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Blockbuster Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)


BLOCKBUSTER INC: Sec. 341 Meeting Continued to Dec. 6
-----------------------------------------------------
The Office of the United States Trustee for Region 2 has continued
the first meeting of creditors pursuant to Section 341(a) of the
Bankruptcy Code of Blockbuster Inc. and its 11 Debtor-affiliates
to December 6, 2010, at 3:30 p.m., Eastern Standard Time, at the
Office of the U.S. Trustee, at 80 Broad Street, 4th Floor, in New
York.

The first meeting of creditors required under Section 341(a) in
the Debtors' bankruptcy cases was held on November 1, 2010.

               Lyme Regis Seeks More Information

Creditor Lyme Regis Partners, LLC, submitted with the United
States Bankruptcy Court for the Southern District of New York its
interrogatories to the Debtors' designated agent, Thomas
Kurrikoff, to obtain information as part of the Meeting of
Creditors.  Mr. Kurrikoff is Blockbuster's Senior Vice President
and Treasurer.

At the Initial Meeting, Lyme Regis' counsel, Debtors' counsel, and
the U.S. Trustee's representative agreed that, in order to
conserve resources, Lyme Regis may provide written questions to
Mr. Kurrikoff, in lieu of extensive oral examination.  The method
will also allow Mr. Kurrikoff to review any relevant documents
needed to provide complete responses to questions regarding
Debtors' schedules in the action.

Hence, the Meeting has been continued to December 6, in part to
allow for any further questioning necessary to clarify the
interrogatory responses from the Debtors' agent.

Representing Lyme Regis, Scott A. McMillan, Esq., at The McMillan
Law Firm, APC, in La Mesa, California, contends that Lyme Regis
has crafted its interrogatories as clear and straightforward as
possible to avoid objections to and obtain complete and truthful
responses to issues regarding the Debtors' assets identified in
their schedules of assets and liabilities.

To the extent Debtors' agent does not understand any question, or
asserts objections and a refusal to respond, Lyme Regis asks that
the Debtors' attorneys attempt to resolve the disputes informally
before the continued Meeting date to conserve all parties'
resources.  Lyme Regis also asks that the Debtors serve their
written responses as soon as possible so that it can review the
responses in advance of the continued Meeting date, but in no
event less than seven calendar days before the second Meeting.

Lyme Regis has cited the specific schedules, pages, docket numbers
and line items at issue, and will provide further information to
the Debtors if needed to properly respond to the interrogatories,
Mr. McMillan says.  He points out that the requested information
is needed to meaningfully conduct a review of any proposed plan of
reorganization in the bankruptcy proceeding, and thus, the
Debtors' cooperation and candor is appreciated.  Lyme Regis
reserves its right to question the Debtors' representative at the
continued Meeting.

Among other things, Mr. McMillan says, Lyme Regis wants to know
why the amounts of secured claims for land and buildings are
listed as "Undetermined," and what efforts were taken by the
Debtors to determine the amounts of the secured claims.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Blockbuster Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)


BOSTON GENERATING: Must Seek FERC OK to Reject Gas Transport Deal
-----------------------------------------------------------------
Boston Generating, LLC, and its affiliates have moved to reject a
contract for the transportation of natural gas to one of their
power plants, the Fore River Plant, as part of their bid to sell
substantially all of their assets, including the Plant.  Algonquin
Gas Transmission, LLC, the counterparty to the 20-year HubLine
Service Agreement, objects, arguing that the Debtors must assume
the HSA as part of the sale.

In September, Algonquin moved to withdraw the reference to the
Bankruptcy Court with respect to the HSA Rejection Motion and the
Sale Motion.  As reported by the Troubled Company Reporter, the
U.S. District Court for the Southern District of New York on
November 1 granted the motion to withdraw the reference with
respect to the Rejection Motion because the Rejection Motion
requires substantial consideration of non-bankruptcy federal law,
and denied the motion to withdraw the Sale Motion.  The Sale
Motion remains referred to the bankruptcy court.

By separate order on November 1, both parties were directed to
show cause by November 5 why the District Court should not
transfer the Rejection Motion back to the Bankruptcy Court for it
to decide the motion pursuant to 11 U.S.C. Sec. 365, on the
condition that the Debtors must also obtain approval from the
Federal Energy Regulatory Commission to reject the HSA.

Debtor-affiliate Fore River supports transferring the Rejection
Motion back to the Bankruptcy Court, and supports an order
requiring it to seek a ruling from the FERC "whether rejection of
the HSA conflicts with the filed rate doctrine and the public
interest under the [Natural Gas Act]."

Algonquin agrees that the FERC must make the public interest
determination that would permit Fore River to reject the HSA.  It
argues that any review of the FERC determination must lie with the
Court of Appeals.  It agrees that the Rejection Motion can be
transferred back to the Bankruptcy Court, but argues that the
Bankruptcy Court's ruling on the Rejection Motion must await the
FERC's determination that Fore River may reject the HSA.

Accordingly, the Hon. Denise Cote refers the Rejection Motion back
to the Bankruptcy Court for decision pursuant to the Bankruptcy
Code.  To reject the contract, Judge Cote says the Debtors must
also obtain a ruling from the FERC that abrogation of the contract
does not contravene the public interest.

A copy of Judge Cote's Memorandum Opinion and Order, dated
November 12, 2010, is available at http://is.gd/hhxXsfrom
Leagle.com.

Algonquin is represented in the Debtors' cases by:

          Irena M. Goldstein, Esq.
          DEWEY & LEBOEUF LLP
          1301 Avenue of the Americas
          New York, NY 10019-6092
          Telephone: 212-259-7035
          E-mail: igoldstein@dl.com

               - and -

          Bennett G. Young, Esq.
          Paul S. Jasper, Esq.
          DEWEY & LEBOEUF LLP
          One Embarcadero Center, Suite 400
          San Francisco, CA 94111
          Telephone: 415-951-1167
          E-mail: byoung@dl.com

                   About Boston Generating

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

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

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

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

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


BRIAN HAMBLEY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Brian Hambley
               Lisa Hambley
               2971 Hammerwood Drive
               Las Vegas, NV 89135

Bankruptcy Case No.: 10-31574

Chapter 11 Petition Date: November 15, 2010

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

Judge: Bruce A. Markell

Debtors' Counsel: Samuel A. Schwartz, Esq.
                  701 E. Bridger Avenue, Suite 120
                  Las Vegas, NV 89101
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.com

Scheduled Assets: $742,172

Scheduled Debts: $2,108,755

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-31574.pdf


BUCKEYE TECHNOLOGIES: S&P Withdraws 'BB+' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' corporate
credit rating on specialty fibers and nonwoven materials
manufacturer Buckeye Technologies Inc. at the company's request.

The company's previously rated debt had been repaid.


CANO PETROLEUM: Discloses Stock Exchange Compliance Notice
----------------------------------------------------------
Cano Petroleum, Inc. received a notice from the NYSE AMEX Staff
indicating that the Company is below certain of the Exchange's
continued listing standards due to its failure to hold a 2009
Annual Meeting of Stockholders as set forth in Section 704 of the
Company Guide.  Cano has been afforded the opportunity to submit a
plan of compliance to the Exchange by December 10, 2010 that
provides for the Company to conduct an annual meeting of its
stockholders by May 10, 2011.  If the Company does not submit a
plan to hold the meeting prior to May 10, 2011 or if the plan is
not accepted by the Exchange, the Company will be subject to
delisting procedures as set forth in Section 1010 and part 12 of
the Company Guide.

                     About Cano Petroleum

Cano Petroleum, Inc. is an independent Texas-based energy producer
with properties in the mid-continent region of the United States.
Led by an experienced management team, Cano's primary focus is on
increasing domestic production from proven fields using enhanced
recovery methods.


CAPITALSOURCE INC: Moody's Affirms 'Ba3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family rating
of CapitalSource Inc., as well as the Ba3 rating of the firm's
senior secured notes.  The outlook for the ratings remains
negative.

                         Rating Rationale

The rating affirmation recognizes the progress CapitalSource has
made transitioning to a bank operating and funding model, as well
as the company's strengthened liquidity and capital positions.
These factors are counterbalanced by Moody's continuing concerns
regarding CapitalSource's asset quality performance and business
execution risks.

Since 2008, CapitalSource has been exiting non-core operations,
primarily through asset sales and loan portfolio runoff, and
building the scale and operating capabilities of CapitalSource
Bank, its California industrial bank.  Between 2008 and September
2010, the company's non-bank loan portfolios declined $3.9 billion
(57%) while loan balances at CapitalSource Bank grew $1 billion
(37%).  Assets sold by CapitalSource include its nearly $1 billion
portfolio of healthcare net leases.  To further its
transformation, CapitalSource has said that during 2011 it will
seek Fed approval for bank holding company status and pursue a
commercial bank charter for CapitalSource Bank.

"We believe that CapitalSource Bank has stronger long-term credit
fundamentals compared to its parent's non-bank operations, in
terms of borrowing costs and operating margins, liquidity, and
asset quality," said Moody's senior analyst Mark Wasden.  "The
company's business transition, which Moody's expect will continue,
is therefore positive for CapitalSource's credit profile."

Moody's said that loan portfolios remaining at the CapitalSource
parent company are now mostly match funded as to term and loan
covenants have been renegotiated.  Using proceeds from asset sales
and loan collections, CapitalSource repaid $2.7 billion in parent
indebtedness during the first three quarters of 2010, reducing its
consolidated effective leverage to 3.5x at September 30, 2010 from
4.4x at the end of 2009.  Moody's noted that CapitalSource had
$1.2 billion of unfunded loan commitments at the end of the third
quarter, exceeding unrestricted cash and availability under
borrowing sources by $802 million.  However, the company is making
progress shrinking this gap.  Asset sales and runoff reduced the
potential funding gap by $542 million in the first three quarters
of 2010 and draws on the parent level unfunded lending commitments
have so far been manageable.  Runoff of CapitalSource legacy
portfolios should further reduce risks to parent liquidity and
capital positions.  Meanwhile, CapitalSource Bank has built solid
liquidity and capital positions and is functioning effectively as
a platform for funding new loan volumes.  CapitalSource Bank
increased its cushion against the FDIC's required 15% total risk-
based capital ratio, with its ratio measuring 18.3% at September
30, 2010, versus 17.5% at year-end 2009.

"CapitalSource's portfolio runoff and asset sales are naturally
deleveraging, so Moody's anticipate that the company will maintain
a strong capital position throughout its transformation; this is a
key factor underpinning the ratings," said Wasden.

Contrasting these positive developments, CapitalSource's asset
quality performance and profitability continue as significant
areas of credit concern.  Though credit costs and delinquency
rates have recently shown some signs of improvement, they remain
at elevated levels.  CapitalSource has acted to reduce riskier
exposures, recently deconsolidating its approximately $0.9 billion
2006-A securitization, which was concentrated in commercial real
estate loans.  CapitalSource estimates that its loss reserves
should be sufficient to absorb remaining charge-offs in its run-
off portfolios, which would point to potentially lower future
provision expense and higher earnings.  Indeed, CapitalSource
swung to a profit in the second and third quarters of 2010, based
primarily on lower loss provisions.

However, commercial real estate continues to account for about
one-third of CapitalSource's loan exposures.  Moody's believes
that this sector will be weak for several more quarters, which
creates uncertainty regarding CapitalSource's reserve adequacy.
Also, Moody's expects that broader economic conditions will
continue to challenge the performance of CapitalSource's cash flow
loans to other weakened business sectors.  As the company's
underperforming loans are collected or charged off, its asset
quality and earnings volatility should decline, which would be
positive for its credit profile.  Conversely, continued asset
quality weakness even as economic conditions improve could
negatively affect the firm's ratings.

CapitalSource's ratings are also constrained by certain franchise
concerns.  CapitalSource Bank's deposit-taking activities are
geographically concentrated (South/Central California) and its
product offerings are limited in scope.  The bank's deposit mix
has a high proportion of short-term, interest rate-sensitive CD's
and its account relationships are potentially less sticky than
those of many other banks, in Moody's view.  CapitalSource also
faces continuing execution risks associated with its further
business and funding transitions and competitive threats posed by
larger, more-established lenders and banks also seeking to improve
their presence in middle-market lending as the economic recession
fades.  Moody's believes CapitalSource Bank has the ability to
increase its deposit levels to fund anticipated loan growth over
the intermediate term, but Moody's considers the bank's longer-
term competitive positioning as developing.

The negative rating outlook on CapitalSource's ratings
incorporates the potential for weak economic conditions to
pressure asset quality and earnings beyond Moody's expectations
and the continuing risks associated with CapitalSource's business
and funding transitions.

In its last CapitalSource rating action dated July 15, 2009,
Moody's assigned Ba3 corporate family and senior secured debt
ratings.

CapitalSource Inc. is a commercial lender based in Chevy Chase,
MD.


CAPITOL BANCORP: Posts $45MM Q3 Loss; Deposits Contract
-------------------------------------------------------
Capitol Bancorp Limited filed with the Securities and Exchange
Commission its Form 10-Q for the quarter ended Sept. 30, 2010.

The Company reported a net loss of $45.52 million on
$48.41 million of interest income in three months ended Sept. 30,
2010, compared with a net loss of $128.12 million on $56.32
million of interest income in the same period in 2009.

The Company's balance sheet at Sept. 30, 2010, shows
$4.23 billion in total assets, $4.16 billion in total liabilities,
and equity of $77.68 million.

The Company said that consolidated assets declined 20% year-over-
year to $4.2 billion at September 30, 2010 as a result of bank
divestitures and balance-sheet deleveraging strategies.  From
these efforts, total portfolio loans approximated $3.3 billion at
September 30, 2010, an approximate 13% decline over the past
twelve months inclusive of the effect of recent bank divestitures.
Total deposits reflected an approximate 7% year-over-year decline
to approximately $3.8 billion from nearly $4.1 billion reported at
September 30, 2009.

                  Affiliate Bank Divestitures and
                   Regional Bank Consolidations

Capitol previously announced plans to sell its controlling
interests in several affiliate banks.  In October, Capitol
completed the sale of its interests in three Colorado-based
affiliates: Fort Collins Commerce Bank, Larimer Bank of Commerce
and Loveland Bank of Commerce.  These three transactions consisted
of approximately $240 million of assets and resulted in the
generation of about $15 million of proceeds for reinvestment in
bank affiliates.  Capitol also announced agreements to sell its
interests in 1st Commerce Bank in Nevada and Evansville Commerce
Bank in Indiana.  Those transactions, in addition to three other
pending transactions involving affiliates in Arizona and Texas,
reflect five divestitures awaiting regulatory approvals and
represent an additional $445 million of assets and the opportunity
to reallocate nearly $40 million of capital to other banks within
the Capitol Bancorp network.  The five pending divestitures are
anticipated to be completed later this year or early 2011.

Several regional charter consolidations occurred earlier in 2010
and in the fourth quarter of 2009 in Arizona, California, Georgia,
Indiana, Michigan, Nevada and Washington, resulting in the
elimination of 20 charters.  To date, the regional consolidation
effort has resulted in the consolidation of 27 charters into seven
geographically-concentrated banks.  Preliminary results at the
merged institutions are actively monitored with the expectation of
meeting targeted efficiency objectives, although implementation
costs and restructuring expenses associated with these mergers may
delay full recognition of projected cost savings and efficiencies.

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

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

                   About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) --
http://www.capitolbancorp.com/-- is a $5.1 billion national
community banking company, with a network of bank operations in 16
states.  Founded in 1988, Capitol Bancorp Limited has executive
offices in Lansing, Michigan and Phoenix, Arizona.

In September 2009, Capitol and its second-tier bank holding
companies entered into a written agreement with the Federal
Reserve Bank of Chicago under which Capitol has agreed, among
other things, to submit to the Reserve Bank a written plan to
maintain sufficient capital at Capitol on a consolidated basis and
at Michigan Commerce Bank (as a separate legal entity on a stand-
alone basis); and a written plan to enhance the consolidated
organization's risk management practices, a strategic plan to
improve the consolidated organization's operating results and
overall condition and a cash flow projection.

Certain of Capitol's bank subsidiaries have entered into formal
agreements with their applicable regulatory agencies.  Those
agreements provide for certain restrictions and other guidelines
and/or limitations to be followed by the banks.

In 2009, Capitol commenced the deferral of interest payments on
its various trust-preferred securities, as is permitted under the
terms of the securities, to conserve cash and capital resources.
The payment of interest may be deferred for periods up to five
years.  During such deferral periods, Capitol is prohibited from
paying dividends on its common stock (subject to certain
exceptions) and is further restricted by Capitol's written
agreement with the Federal Reserve Bank of Chicago.  Accrued
interest payable on such securities approximated $18.1 million at
June 30, 2010.


CAPITOL INVESTMENTS: Proofs of Claim Must Be Filed By Jan. 31
-------------------------------------------------------------
The Honorable Laurel M. Isicoff directs all creditors of Capitol
Investments USA, Inc., Ocean Rock Enterprises, Pink Panther
Enterprises, LLC, and JAT Wholesale, Inc., to file their proofs of
claim with the Bankruptcy Clerk in Miami, Fla., by Jan. 31, 2011,
in order to participate in any distribution from the Debtors'
estates.

Bradley Associates Limited Partnership, South Beach Chicago, LLC,
South Beach Chicago 2008, LLC, Relianz Mortgage, Inc., and Victor
Gonzalez filed an involuntary chapter 7 petition (Bankr. S.D. Fla.
Case No. 09-36408) against Capitol Investments USA, Inc., on
Nov. 30, 2009.  The Court appointed Joel L. Tabas as the trustee
on Dec. 16, 2009, and entered an order for relief on Dec. 30,
2009.  As reported in the Troubled Company Reporter on July 16,
2010, a federal grand jury indicted Nevin Shapiro, former owner
and Chief Executive Officer of Capitol Investments USA Inc., for
allegedly overseeing a $880 million Ponzi scheme linked to the
Debtors' purported wholesale grocery distribution business.


CAPMARK FINANCIAL: Committee Now Wants to Pursue Preference Claims
------------------------------------------------------------------
Bankruptcy Law360 reports that unsecured creditors in Capmark
Financial Group Inc.'s bankruptcy appear resigned that fraudulent
transfer claims are now off the table, but they are now seeking
approval to prosecute insider preference claims against secured
lender Goldman Sachs Group Inc.

Law360 says the official committee of unsecured creditors filed a
motion Friday for reconsideration or clarification of a Nov. 1
decision that approved a $975 million settlement between Capmark
and its secured lenders.

                       About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provides financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On October 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Protech Holdings C, LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash. Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.


CAPRIUS INC: Signs Agreement for Merger Into Vintage Capital
------------------------------------------------------------
Caprius Inc. has entered into a definitive merger agreement to be
acquired by Vintage Capital Group LLC.  Under the terms of the
agreement, Caprius' common and preferred stockholders will receive
$0.065 per share on an as-converted basis.  The price represents a
premium of approximately 157% over the trailing 30-day weighted
average closing price of the Company's common stock.

Caprius' Board of Directors, acting on the recommendation of a
Special Committee of independent directors, unanimously approved
the merger agreement and recommends that Caprius' stockholders
adopt the merger agreement at a special stockholders meeting.

Vintage is the Company's senior secured lender.  To date, Vintage
has advanced approximately $4.3 million in cash to the Company,
exclusive of an additional $1.4 million of capitalized obligations
owed to Vintage.  Pursuant to the terms of the merger agreement,
Vintage has agreed to exercise its warrant into no more than 40%
of the Company's voting stock as of the record date of the special
stockholders meeting.

The merger is subject to approval by the holders of a majority of
the Company's outstanding common and preferred stock voting
together as a single class on an as-converted basis.  The
transaction is not subject to a financing contingency and is
expected to close in the second quarter of 2011.

Under the merger agreement, Caprius has the right to solicit
competing acquisition proposals from third parties during a period
ending on December 15, 2010.  KPMG Corporate Finance LLC has been
engaged by Caprius' Special Committee in connection with the
solicitation.  In addition, Caprius may, at any time, subject to
the terms of the merger agreement, respond to unsolicited superior
proposals.  Caprius does not intend to disclose developments
regarding this process.  There is no assurance that this process
will result in a superior proposal.

A full-text copy of the Merger Agreement is available for free
at http://ResearchArchives.com/t/s?6ec2

                      About Caprius, Inc.

Paramus, N.Y.-based Caprius, Inc., is engaged in the infectious
medical waste disposal business, through its wholly-owned
subsidiary M.C.M. Environmental Technologies, Inc., which
developed, markets and sells the SteriMed and SteriMed Junior
compact systems that simultaneously shred and chemically disinfect
regulated medical waste, utilizing its proprietary, EPA
registered, bio-degradable chemical known as Ster-Cid.

The Company's balance sheet at June 30, 2010, showed $1.66 million
in total assets, $5.87 million in total liabilities, and a
$4.22 million stockholders' deficit.

                         *     *     *

Marcum LLP, in New York City, expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial results for fiscal 2009.  The
independent auditors noted of the Company's working capital
deficiency and substantial recurring losses from operations.


CAPRIUS INC: Former CFO No Longer Member of Board
-------------------------------------------------
On November 5, 2010, Jonathan Joels said he resigned as a director
of Caprius Inc., in connection with his entry into a Separation
Agreement and General Release with the Company.

The Company previously reported Mr. Joels' termination of his
employment, including termination as the Company's Chief Financial
Officer, Treasurer, Secretary, effective September 15, 2010.

                      About Caprius, Inc.

Paramus, N.Y.-based Caprius, Inc., is engaged in the infectious
medical waste disposal business, through its wholly-owned
subsidiary M.C.M. Environmental Technologies, Inc., which
developed, markets and sells the SteriMed and SteriMed Junior
compact systems that simultaneously shred and chemically disinfect
regulated medical waste, utilizing its proprietary, EPA
registered, bio-degradable chemical known as Ster-Cid.

The Company's balance sheet at June 30, 2010, showed $1.66 million
in total assets, $5.87 million in total liabilities, and a
$4.22 million stockholders' deficit.

                         *     *     *

Marcum LLP, in New York City, expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial results for fiscal 2009.  The
independent auditors noted of the Company's working capital
deficiency and substantial recurring losses from operations.


CARABEL EXPORT: Court Discharges Monsita Arribas as Ch. 11 Trustee
------------------------------------------------------------------
As the estates of Carabel Export and Import Inc. and its
debtor-affiliates have been fully administered, Judge Enrique S.
Lamoutte Inclan of the U.S. Bankruptcy Court for the District of
Puerto Rico has issued a final decree discharging Monsita Lecaroz
Arribas as trustee of the above named Debtors' estates.

               About Carabel Export and Import Inc.

Based in Caguas, Puerto Rico, Carabel Export and Import Inc., dba
ItalCeramica, and its affiliates filed separate Chapter 11
petitions on December 30, 2008 (Bankr. D. P.R. Lead Case No.
08-08956).  The Hon. Enrique S. Lamoutte Inclan oversees the case.
Charles Alfred Cuprill, Esq., at Charles A Curpill, PSC Law
Office, in San Juan, Puerto Rico, represents the Debtors.
When it filed for bankruptcy, Carabel disclosed $14,544,289 in
total assets, and $26,957,250 in total debts.


CARRIZO OIL: S&P Assigns Corporate Credit Rating at 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to independent oil and gas exploration and
production company Carrizo Oil & Gas Inc.  The outlook is stable.
At the same time, S&P assigned a 'B-' issue-level rating to
Carrizo's $400 million senior unsecured notes due 2018.  S&P also
assigned a '5' recovery rating to the notes, indicating
expectations of a modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the
transaction to fund a tender offer for up to $300 million in
principal amount of its outstanding convertible debt and to repay
borrowings under its bank credit facility.

"The ratings on Houston-based Carrizo reflect the company's
vulnerable business risk position as an operator in the
competitive and highly cyclical oil and gas industry; its small,
geographically concentrated reserve and production base that is
overwhelmingly weighted toward natural gas; and its high debt
leverage," said Standard & Poor's credit analyst Patrick Y.  Lee.
These factors are partially offset by a long reserve life and
strong organic reserve replacement.

As of Dec. 31, 2009, Carrizo had proved reserves of nearly
602 billion cubic feet of natural gas equivalent (85% natural gas;
56% proved developed), and a reserve life of 18.2 years on a
proved to 2009 production basis and 10.1 years on a proved
developed to 2009 production basis.  Nearly 97% of production was
natural gas.  The company's reserves were concentrated in the
Barnett Shale, which represented approximately 95% of total proved
reserves and 80% of production.

The stable outlook is based on Carrizo's well-established position
in the Barnett, good reserve life, and decent prospects in various
plays.  S&P considers a downgrade to be possible if, for an
extended period of time, leverage was to exceed the 4.5x to 5x
area or if liquidity materially worsens.  S&P could upgrade the
company if it were to significantly diversify in terms of
commodity and geographic production, if reserves and production
continued to grow, and if credit metrics were to trend positively,
including leverage under 3.75x on a sustained basis.


CARLOS FERREIRA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Joint Debtors: Carlos Ferreira
               Rosemary Ann Ferreira
               9202 NE 120th St.
               Kirkland, WA 98034

Bankruptcy Case No.: 10-23638

Chapter 11 Petition Date: November 12, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Christina Latta Henry, Esq.
                  SEATTLE DEBT LAW LLC
                  705 2nd Avenue Ste. 1050
                  Seattle, WA 98104
                  Tel: (206) 324-6677
                  E-mail: chenry@seattledebtlaw.com

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

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

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


CENTAUR LLC: Committee Sues Lender Over Lien Validity
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official committee of unsecured creditors for
Centaur LLC filed a lawsuit on Nov. 15 to resolve disputes over
how much collateral secures the claims of the first- and second-
lien lenders.

According to the report, the Creditors Committee contends, among
other things, that the lenders can't claim security interests in
gaming licenses or letters of credit posted with regulators.  The
Committee also claims that guarantees of secured debt given by
subsidiaries are fraudulent transfers that may be voided in
bankruptcy.

Mr. Rochelle relates that the Committee was up against a deadline
for filing a complaint, otherwise the lenders' liens would have
become unassailable.  The Committee received authority to sue when
it contended there are defects in the security interests on
$192 million in collateral claimed by the first- and second-lien
lenders.

Mr. Rochelle notes that although the Committee may sue, its
lawyers can be paid only from lawsuit recoveries, if any.  The
company retained the right to settle disputes over lien validity.

                         About Centaur LLC

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

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


CHEM RX: Fox Rothschild's Fee Application Comes Under Fire
----------------------------------------------------------
Bankruptcy Law360 reports that a $35,000 fee application by Fox
Rothschild LLP, counsel to unsecured creditors in Chem Rx Corp.'s
bankruptcy, has come under attack by lenders' agent Canadian
Imperial Bank of Commerce, which says the firm broke a financing
agreement by using Chem Rx's cash collateral to pay for an
adversary proceeding.

                      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, represents the Company in its restructuring.

Cypress Holdings, LLC, is the Company's financial advisor.  RSR
Consulting, LLC, is 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.


CIRTRAN CORP: Delays Filing Form 10-Q for Third Quarter
-------------------------------------------------------
CirTran Corporation said it could not timely file its quarterly
report on Form 10-Q with the Securities and Exchange Commission
because management requires additional time to compile and verify
the data required to be included in the report.

West Valley City, Utah-based CirTran Corporation (OTC BB: CIRC)
http://www.CirTran.com/-- and its subsidiaries provide turnkey
manufacturing services using surface mount technology, ball-grid
array assembly, pin-through-hole, and custom injection molded
cabling in the United States and the People's Republic of China.

Cirtran reported net income of $196,563 on $5.00 million of net
sales for the three months ended June 30, 2010, compared with net
income of $865,848 on $3.10 million of net sales for same period a
year earlier.

The Company's balance sheet at June 30, 2010, showed
$16.26 million in total assets, $22.95 million in total
liabilities, and a $6.69 million stockholders' deficit.


CMS ENERGY: Fitch Assigns 'BB+' Rating to $250 Mil. Notes
---------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to CMS Energy Corp.'s
$250 million issuance of 5.05% senior unsecured notes, due
Feb. 15, 2018.  Proceeds from the sale will be used to finance the
retirement of $131.73 million 3.375% convertible senior notes due
2023, series B, and $100 million 6.3% senior notes due 2012, and
for general corporate purposes.  The new notes rank equally in
right of payment with existing senior unsecured obligations of
CMS.  The Rating Outlook for the company is Stable.

Key drivers of CMS' rating include: ownership of a regulated
electric and gas utility, Consumers Energy Co. (Issuer Default
Rating 'BBB-' with a Stable Outlook), a solid liquidity position,
and a relatively constructive regulatory environment in Michigan.
CMS is highly dependent on Consumers' cash distributions to pay
common dividends and service still substantial parent debt
obligations.  Primary rating concerns facing CMS and Consumers
relate to the execution of the large capital spending plan and
recovery lag associated with sales weakness due to the still
struggling Michigan economy, a gas rate case, and legislative
risks associated with a competitive market structure.  CMS has
targeted $6.4 billion of capital spending between 2011-2014,
including maintenance capex and environmental upgrades, renewable
investments to comply with the 10% state standard by 2015, smart
grid infrastructure, and its new balanced energy initiative.
Fitch notes that Consumers' exposure to the economy is mitigated
to some extent by a pilot decoupling mechanism.  Management
forecasts a 1.5% electric sales increase for 2010 and there will
be a two-year decoupling cost recovery lag.

On Nov. 4, 2010, the Michigan Public Service Commission (MPSC)
authorized Consumers to raise electric rates by $145.75 million
(or, by 4.4%); and, authorized a rate of return on equity (ROE)
of 10.7%.  Under Michigan legislation, Consumers may self-
implement rates within six months and a final order from the
MPSC is due within one year of the filing.  In January 2010,
Consumers had filed a $178 million electric rate request,
based on an 11% ROE, and self-implemented a rate increase of
$150 million in July 2010.  The Nov. 4, 2010 order required
that Consumers refund $4.25 million (the difference between
total revenues collected by application of the self-implemented
rates, and the revenues authorized in the final rate order).
While the rate order extends the pilot revenue decoupling
mechanism from Dec. 1, 2010 through November 30, 2011, which in
Fitch's opinion eliminates exposure to any decreases in sales
volumes; it also terminated rate adjustment mechanisms that had
previously been included for the purpose of tracking uncollectible
costs.

On Aug. 13, 2010, Consumers Energy filed an application with the
MPSC seeking a $55 million increase in its gas delivery and
transportation rates, premised on an 11% return on equity (ROE).
The company's last gas rate increase was in May 2010, when the
MPSC authorized a $66 million rate increase based on a 10.55%
authorized return.  This amount was $23 million less than what the
company had self-implemented in November 2009, resulting in a
regulatory liability of $15 million as a refund due to customers.
The May 2010 order also adopts a revenue decoupling mechanism,
effective June 1, 2010, which, subject to certain conditions,
allows Consumers to adjust future rates to collect or refund the
change in marginal revenue by class arising from the difference
between base sales per customer established in the order and
weather-adjusted sales per customer.  The order denied Consumers'
request to implement a gas uncollectible expense tracking
mechanism and Pension Plan and other post-employment benefit
equalization mechanisms.

Consolidated liquidity is sufficient to meet funding requirements.
Consolidated liquidity was $1.4 billion, including $747 million
of availability under credit facilities, and $696 million in
unrestricted cash and cash equivalents as of Sept. 30, 2010.
Near-term bank line maturities include Consumers' $150 million
revolving credit facility expiring in August 2013; Consumers'
$30 million revolving letter of credit facility, expiring in
September 2011; and Consumers' $250 million account receivable
program expiring in February 2011.  Fitch expects these facilities
to be renewed.  The core $550 million CMS and $500 million
Consumers bank facilities mature in April and March 2012,
respectively.


COLT DEFENSE: S&P Downgrades Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Rating Services said that it has lowered its
corporate credit rating on Colt Defense LLC to 'B' from 'B+'.  At
the same time, S&P lowered the issue-level rating on the company's
unsecured notes to 'B' from 'B+', although the '4' recovery rating
remains unchanged.  S&P has placed both the corporate credit and
issue ratings on CreditWatch Negative.

"West Hartford, Conn.-based Colt, a manufacturer of small arms for
the military and law enforcement, has been experiencing lower
revenues and earnings over the past year due to decreased demand
for its M4 carbine from its main customer, the U.S. military, as
well as law enforcement customers, ," said Standard & Poor's
credit analyst Christopher DeNicolo.  "The company had planned to
replace this demand with orders from international customers and
new products, but has had only limited success, since a large
order it had expected this year has been delayed.  The lower
volumes have also resulted in deteriorating margins, mitigated
somewhat by cost-reduction efforts."

The reduced earnings and higher debt levels following a
refinancing in 2009, have resulted in total debt to EBITDA
increasing to almost 7x for the 12 months ended Oct. 3, 2010, from
3x in the same period in 2009, and funds from operations to debt
of around 0%, down from 16%.  Although S&P expects some modest
improvement in revenues and earnings in fourth-quarter 2010,
Colt's results will likely be much lower than the same period in
2009 -- which S&P believes will probably result in further
deterioration in its credit protection measures.

"S&P expects to meet with management in the near future to get an
update on the outlook for 2011.  S&P could lower the ratings
further if it seems unlikely that Colt's credit protection
measures will improve over the next year," Mr. DeNicolo added.


COMMUNICATION INTELLIGENCE: Posts $1.09-Mil. 3rd Qtr. Net Loss
--------------------------------------------------------------
Communication Intelligence Corporation filed its quarterly report
on Form 10-Q, reporting a net loss of $1.09 million on $164,000 of
total revenue for the three months ended Sept. 30, 2010, compared
with a net loss of $2.56 million on $877,000 of total revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$4.93 million in total assets, $4.66 million in total liabilities,
and stockholders' equity of $276,000.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ec1

Headquartered in Redwood Shores, California, Communication
Intelligence Corporation and its joint venture is a supplier of
electronic signature solutions for business process automation in
the financial industry as well as the recognized leader in
biometric signature verification.

GHP Horwath, P.C. in Denver, Colorado, the Company's auditor, has
expressed substantial doubt about its ability to continue as a
going concern.  The Company noted, in its Form 10-K for the year
ended Dec. 31, 2010, of its recurring losses and limited
liquidity.


CONSTELLATION BRANDS: Fitch Gives Stable Outlook in 2011
-------------------------------------------------------
According to a special report released by Fitch Ratings, the 2011
U.S. Beverage credit outlook is stable.

In the non-alcoholic space, credit measures are expected to remain
similar year over year.  While operating income is expected to
grow, debt-funded shareholder-friendly activities are anticipated.
For Fitch-rated companies in the alcoholic beverage space, credit
protection measures are expected to improve as cash and free cash
flow are prioritized for debt reduction and operating income is
anticipated to grow.

In alcoholic beverages, volume growth in the low single digits is
forecast to continue for spirits and wine.  The beer category is
expected to continue to face headwinds for premium domestic beers
due to employment dynamics adversely affecting blue-collar
workers.  An expected rebound in casual dining presages an on-
premise alcohol sales rebound.

The volume picture for non-alcoholic beverages in the U.S. is a
little cloudier.  After a relatively benign 18 months of commodity
volatility, commodity costs are moving higher across the board.
Given the current commodity cost projections, Fitch does not
expect the companies will have to take substantial pricing.
Assuming pricing is in the low single-digit range, Fitch expects
non-alcoholic beverage volume in the U.S. to grow between 1% and
2%.  Outside the U.S., volume growth is expected to continue at
higher rates and cost pressures are more moderate.  Therefore, the
operating income of The Coca-Cola Company and PepsiCo, Inc. is
expected to grow, given their extensive international operations.
However, both are expected to engage in debt-funded share
repurchases.  Fitch expects share repurchases to be executed in a
manner so as to maintain current credit measures, but PepsiCo's
share repurchase authorization leaves the company without any room
in its ratings if operating income growth is subpar.

If commodity costs such as aluminum, corn, polyethylene
terephthalate resin, and diesel fuel rise to a point where margins
are pressured and the non-alcoholic beverage companies need to
take pricing, they are likely to experience sharp volume declines
as retailers and consumers push back.  The effect of these cost
increases is likely to be obscured by bottler acquisitions since
both PepsiCo and Coca-Cola are expected to reap synergy gains from
bottler consolidation.  However, operating income growth will be
slower than expected, limiting the companies' ability to make
debt-funded share repurchases and maintain current credit
measures.

'With PepsiCo historically being more aggressive with share
repurchases, Fitch questions their willingness to pullback on
their buybacks if operating income growth is slower than
forecast,' said Christopher Collins, Associate Director at Fitch.
'If leverage increases as a result, it would put pressure on the
company's ratings.'

The outlook assumes a benign acquisition environment, with the
alcoholic beverage companies prioritizing organic growth and debt
reduction, and non-alcoholic beverage companies expected to be
making bolt-on foreign acquisitions requiring limited debt
funding.  However, all Fitch-rated companies in the beverage space
have made large acquisitions in the recent past, and a shift to a
more acquisitive strategy by an issuer could put pressure on
current ratings.

This is a list of Fitch-rated issuers and their current Issuer
Default Ratings:

  -- The Coca-Cola Company ('A+'; Outlook Stable);
  -- Coca-Cola Enterprises, Inc. ('BBB+'; Outlook Stable);
  -- Constellation Brands, Inc. ('BB'; Outlook Stable);
  -- Fortune Brands, Inc. ('BBB-'; Outlook Stable);
  -- PepsiCo, Inc. ('A+'; Outlook Stable).


CONVERSION SERVICES: Signs Contract with VP and CFO W. Henry
------------------------------------------------------------
On November 11, 2010, Conversion Services International Inc.
entered into an employment agreement with William Hendry, the
Company's Vice President and Chief Financial Officer.

The Agreement is effective as of October 16, 2010, and has a term
of two years.  Either the Company or Mr. Hendry may terminate the
Agreement provided that the terminating party provides 30-day
written notice.  Under the terms the Agreement, Mr. Hendry will
receive a base salary of $225,000 per year and an annual bonus, to
be determined by the Company's Board of Directors.  Mr. Hendry
will also be entitled to participate in any bonus plan, incentive
compensation program or incentive stock option plan or other
employee benefits of the Company and which are available to the
five highest paid executives of the Company, on the same terms and
at the same level of participation as the five highest paid
executives of the Company.

                    About Conversion Services

East Hanover, N.J.-based Conversion Services International, Inc.,
provides professional services to the Global 2000, as well as mid-
market clientele relating to strategic consulting, business
intelligence/data warehousing and data management and, through
strategic partners, the sale of software.  The Company's services
based clients are primarily in the financial services,
pharmaceutical, healthcare and telecommunications industries,
although it has clients in other industries as well.  The
Company's clients are primarily located in the northeastern United
States.

As reported in the Troubled Company Reporter on March 30, 2010,
Frieman LLP, in East Hanover, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has incurred recurring operating losses, negative cash
flows, is not in compliance with a covenant associated with its
Line of Credit and has significant future cash flow commitments.

The Company's balance sheet at Sept. 30, 2010, showed
$2.66 million in total assets, $5.88 million in total liabilities,
and a stockholder's deficit of $3.22 million.


CORD BLOOD: Delays Filing of Form 10-Q for Third Quarter
--------------------------------------------------------
Cord Blood America Inc. said it could not timely file its
quarterly report on Form 10-Q for the period ended Sept. 30,
2010, with the Securities and Exchange Commission because the
compilation, dissemination and review of the information required
to be presented in the Form 10-Q for the relevant period has
imposed time constraints.

                    About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

In its March 30, 2010 report, Rose, Snyder & Jacobs, in Encino,
California, said the Company's recurring operating losses,
continued cash burn, and insufficient working capital and
accumulated deficit at December 31, 2009, raise substantial doubt
about the Company's ability to continue as a going concern.

The Company's balance sheet at June 30, 2010, showed $5.17 million
in total assets, $6.54 million in total liabilities, and a
$1.37 million stockholders' deficit.


CREDIT-BASED ASSET: Asks Court to Fix Jan. 11 as Claims Bar Date
----------------------------------------------------------------
Credit-Based Asset Servicing And Securitization LLC, et al., ask
the U.S. Bankruptcy Court for the Southern District of New York
to establish January 11, 2011, at 5:00 p.m. (prevailing Eastern
Time) as the deadline for all persons and entities holding or
wishing to assert a prepetition unsecured or secured, priority or
nonpriority claim against the Debtor.

The Debtors also ask the Court to establish May 11, 2011, at
5:00 p.m. (prevailing Eastern Time), as the deadline for
governmental units to file a proof of claim against the Debtor.

The Debtors propose that a proof of claim must be submitted to:

(a) via first class mail:

     Donlin, Recano & Company, Inc.
     Attn: Credit-Based Asset Servicing and
     Securitization LLC, et al.
     P.O. Box 899, Madison Square Station
     New York, New York 10010

(b) if by hand delivery or overnight courier:

     Donlin, Recano & Company, Inc.
     Attn: Credit-Based Asset Servicing and
     Securitization LLC, et al.
     419 Park Avenue South, Suite 1206
     New York, New York 10016

(c) if by hand delivery:

     United States Bankruptcy Court for
     the Southern District of New York
     Re: Credit-Based Asset Servicing and
     Securitization LLC, et al.
     One Bowling Green, Room 534
     New York, New York 10004-1408

                           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.  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: Wants to Reject Litton Loan Servicing Pact
--------------------------------------------------------------
Credit-Based Asset Servicing And Securitization LLC, et al., seek
authorization from the U.S. Bankruptcy Court for the Southern
District of New York to reject their December 10, 2007 Servicing
Agreement with Litton Loan Servicing LP, nunc pro tunc to
November 12, 2010.

The Debtors owned and managed a multi-billion dollar portfolio of
(i) performing, subperforming, and nonperforming residential whole
loans, small balance commercial whole loans, and real estate owned
property, and (ii) subordinated classes of residential mortgage-
backed securities collateralized by or evidencing interests in
pools of residential mortgage loans and real estate owned
property.  In the months prior to the Petition Date, substantially
all of the Serviceable Assets have been sold or foreclosed upon by
the applicable secured creditor.  The Debtors said that the
remaining Serviceable Assets are relatively immaterial,
undesirable in many respects, and will be sold, abandoned or
distributed to the applicable secured creditor under the Debtors'
proposed Chapter 11 plan.

The Servicing Agreement was designed and intended to provide loan
servicing for the Whole Loan Assets and special servicing with
respect to the residential mortgage loans and real estate owned
property collateralizing or otherwise backing the RMBS.  Although
C-BASS is not obligated to Litton under the Servicing Agreement
for servicing fees with respect to Whole Loan Assets no longer
owned by C-BASS, C-BASS does remain obligated to Litton under the
Servicing Agreement for special servicing and other fees with
respect to loans collateralizing or backing the RMBS even though
C-BASS no longer owns or benefits from the RMBS.  According to he
Debtors, the value (if any) of the Serviceable Assets remaining in
C-BASS's possession and control is not sufficient economically to
justify the continued payment of the related fees to Litton under
the Servicing Agreement.

The Debtors said, "An integral component of C-BASS's efforts to
maximize value for its estate and its stakeholders consists of
eliminating unnecessary operating costs and burdensome contracts.
C-BASS has determined, in an exercise of its sound business
judgment, that it is in the best interests of its estate and its
stakeholders to avoid the accrual of any further obligations under
the Servicing Agreement.  C-BASS has reviewed the Servicing
Agreement and determined that it holds no material economic value
as to C-BASS or its estate.  Indeed, there would be no
corresponding economic benefit to C-BASS and its estate if C-BASS
continued to pay Litton for future monthly special servicing fees
and real estate owned liquidation fees payable with respect to
loans that collateralize or back RMBS that are no longer owned by
C-BASS.  Moreover, special servicing services pursuant to the
terms of the Servicing Agreement are no longer economically
justifiable in light of the immaterial and undesirable nature of
the remaining Serviceable Assets owned by the Debtors."

                           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.  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: Wants to Abandon Trust Securities
-----------------------------------------------------
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 abandon its trust securities to the
applicable owner trustees.

CBO Holding was formed to invest in collateralized debt obligation
bonds and equity securities, other mortgage-related securities and
mortgage loans.

CBO Holding issued common limited liability company membership
interests and Class A preferred membership interests.  The Debtor
Credit-Based Asset Servicing and Securitization LLC holds 100% of
the Common Membership Interests.  Approximately 125 parties, none
of which is affiliated with C-BASS hold 100% of the Class A
Membership Interests.

The sole assets currently owned by CBO Holding are certain
mortgage-backed owner trust certificates and one mortgage-backed
subordinated bond purchased from third party mortgage investment
trusts.  The Trust Securities are among the remaining collateral
subject to a lien under the Debtors' principal secured debt, which
consisted of a $1.855 billion senior secured credit facility.

The Owner Trust Certificates represent the right to receive
certain residual cash flows from the Trusts, which hold specified
pools of residential mortgage loans.  As a result of holding the
Owner Trust Certificates, CBO Holding is required to file federal
and state tax returns that treat the income and expenses of the
Trusts as its own.  The Subordinated Bond is aggregated with the
Owner Trust Certificates for tax purposes.  If the Owner Trust
Certificates were to be abandoned and the Subordinated Bond
retained, CBO Holding would still be required to file federal and
state tax returns for income from the Subordinated Bond.

According to the Debtors, the Owner Trust Certificates represent
the first loss interests in the Trusts, meaning that losses on the
mortgage-related assets owned by the Trusts are allocated to and
hence erode the value of the Owner Trust Certificates before any
such losses are allocated to and thus erode the value of various
tranches of promissory notes issued by the Trusts.  "Essentially,
the Owner Trust Certificates constitute equity in the Trusts, and
the Notes constitute debt.  Similarly, losses on the mortgage-
related assets owned by the Trusts are allocated to and hence
erode the value of the Subordinated Bond before any such losses
are allocated to and thus erode the value of the more senior
Notes," the Debtors stated.

The mortgage crisis in the United States over the past few years
precipitated a rapid decline in the value of mortgage-related
assets owned by the Trusts, causing the Trust Securities to lose
all value.  CBO Holding's ownership of the Trust Securities
continues to obligate CBO Holding under applicable law to file
federal and state tax returns, which may include filing state tax
returns in all 50 states.  "If CBO Holding continues to hold the
Trust Securities beyond December 31, 2010, CBO Holding will be
required to file another year's worth of such tax returns,
diminishing whatever funds otherwise would be available for
distribution to unsecured creditors under the Debtors' Joint
Chapter 11 Plan filed concurrently herewith.  Accordingly, the
Debtors seek authority for CBO Holding to abandon the Trust
Securities to the respective owner trustees of the Trusts," the
Debtors said.

According to the Debtors, the Trust Securities have no value to
the Debtors' estates or any third party because any proceeds
realized from the respective Trusts are insufficient to allow
distributions to holders of the Trust Securities.

Abandonment of the Trust Securities by year-end will relieve CBO
Holding from the substantial burden of having to file federal and
up to 50 state tax returns for the 2011 tax year and beyond.
The senior lenders have consented to the abandonment of the Trust
Securities subject to compliance with the RFA.

                           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.  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: Judge Denies Interim Access to Cash Collateral
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Allan Gropper refused to
approve the temporary use of the lenders' cash collateral on the
terms proposed by Credit-Based Asset Servicing & Securitization
LLC.  Judge Gropper said that C-Bass hadn't shown an emergency
need for cash.  He also said an agreement with the lenders
shouldn't be approved without first being analyzed by a yet-to-be-
formed creditors' committee.

Mr. Rochelle relates that an agreement C-Bass negotiated with
senior secured creditors would create an $8.2 million pot that the
company can use to operate the Chapter 11 case and distribute to
lower ranking creditors under a reorganization plan.  To receive a
distribution, creditors must agree not to sue the lenders or
executives of the company, according to the agreement.  If senior
lenders are fully paid within three years, half the excess over
the principal amount of the lenders' secured debt would go to
C-Bass for distribution to lower-ranking creditors.  The agreement
requires New York-based C-Bass to file a Chapter 11 plan and
secure approval of the explanatory disclosure statement by
Dec. 31.  The court must hold a confirmation hearing for approval
of the plan by Feb. 15.

                           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.  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.


DEAN FOOD: Higher Costs & Pricing Are Risks, Fitch Says
-------------------------------------------------------
According to Fitch Ratings' 2011 Outlook for the Commodity Food
Industry, credit upside exists, despite rising inflationary
pressure and concerns about pricing.

Credit profiles improved meaningfully in 2010, free cash flow is
positive, liquidity is adequate and for most issuers debt
reduction remains a focus.  Fitch is concerned about operating
earnings declines in dairy and produce but is cautiously
optimistic that the protein industry can manage through a more
challenging cost environment.  Moderate pricing is anticipated for
commodity food companies but volume growth will vary across
categories.

'Credit upside exists for the industry in 2011, given that the
Rating Outlooks for Del Monte, Tyson and Smithfield are all
Positive,' said Carla Norfleet Taylor, Director at Fitch.  'Del
Monte and Tyson are investment grade candidates, and Smithfield
could be upgraded within the 'B' category if hog production stays
profitable and deleveraging continues.  The Rating Outlook for
Dean Foods, however, could be revised to Negative if the current
trajectory of operating earnings declines continues.'

Fitch views supply levels as the primary factor for commodity food
pricing in 2011, due to limited brand strength for the industry,
value-seeking consumers, and retailer pushback within certain food
categories.  Higher than expected corn, fuel and fluid raw milk
costs or weaker than expected pricing due to increased supply or
weak global demand would be negative for the industry.

High feed costs should curb protein production while exports are
expected to grow despite reduced demand from Russia.  Volatility
around European banana supply and pricing, which historically
occurs around changes in tariffs, remains a risk for global fresh
produce firms but 2011 should be a better year for prices.
Private label penetration and negative mix shift have reduced
margins for milk processors and Fitch expects excess capacity and
competition to limit price increases.

Modest pricing, operating efficiencies, and effective hedging
should partially mitigate margin compression for commodity food
companies.  However, significant reductions in operating cash
flow, negative FCF, and concerns about liquidity along with
violations of financial covenants could result in Outlook
revisions and or downgrades.

The full report '2011 Outlook: Commodity Food; Credit Upside
Exists but Inflationary Cost Pressures and Pricing Concerns Rise'
is available on the Fitch Ratings web site 'www.fitchratings.com.'

These companies are covered by this outlook:

  -- Tyson Foods, Inc. ('BB+'; Outlook Positive);
  -- Smithfield Foods, Inc. ('B-'; Outlook Positive);
  -- JBS S.A. ('BB-'; Outlook Stable)
  -- Dean Food Co. Inc. ('B+'; Outlook Stable);
  -- Dole Food Co. Inc. ('B'; Outlook Stable);
  -- Del Monte Foods Co. ('BB+'; Outlook Positive).


DEAN FOODS: Moody's Assigns 'Ba3' Corporate Family Rating
---------------------------------------------------------
Moody's affirmed Dean Foods Ba3 CFR and other ratings, changed the
outlook for Dean and its subsidiaries to negative from stable and
lowered the speculative grade liquidity rating to SGL-3 from SGL-
2.  The outlook change reflects the pressure on profitability that
the company has continued to experience amid price and mix
pressures in its Fresh Dairy Direct business, which is driving
credit metrics into weaker ranges than previously expected.  The
change in the SGL reflects that while internal and external
liquidity remain sound, the company will be much tighter than
expected against its bank loan covenants when they become more
restrictive next year, which Moody's believe may lead to the need
to seek covenant relief for the leverage covenant.

Dean has experienced profit pressures due in part to retailers
using private label milk as a traffic driver.  This activity has
been funded partially by the retailers themselves, but also in
part by concessions by Dean.  This price strategy has also widened
the price gap between private label milk and Dean's more
profitable branded milk offering, adding negative mix shift issue
to the profit pressure already being caused by the price
concessions.  Further exacerbating the negative price and mix
trends, has been a volume decline in milk consumption (with flat
volumes for Dean) and a spike in the price of butterfat which is
used in some of Dean's dairy products.  As a result othis
confluence of negative developments, Dean now expects that its
bank-defined leverage will slightly exceed 5 times by calendar
year end, which puts it between 5.5 and 6.0 times using Moody's
standard adjustments.  While this would still be well below the
leverage of close to 6.5 times reached in 2007, it is nevertheless
trending high for the rating category.  Should leverage be
sustained above 5.5 times (using Moody's adjustments) in 2011 and
if business conditions remain unfavorable for milk processors, the
rating could be lowered, said Linda Montag, Moody's Senior Vice
President.

Dean's liquidity rating was lowered to SGL-3 from SGL-2.  This
reflects the fact that the cushion above the leverage covenant
required by the credit agreement will be thin, with bank-defined
leverage of over 5 times likely by December (when the covenant is
set at 5.5 times) and especially given that the covenant steps
down to 5 times in June 2011.

Dean's Ba3 rating is supported by the company's leading market
share and national scale in the US Dairy industry, the potential
for further cost efficiencies/productivity improvements as
management focuses on internal integration, streamlining of
operations and further cost reduction initiatives, as well as its
strong distribution network with comprehensive refrigerated direct
store delivery systems.  These positives are offset by very narrow
margins inherent in its largest, commodity-oriented milk business,
more limited product/geographic/customer diversification than
certain other large global food and agriculture firms, and the
potential for both volatility in milk prices, as well as shifts in
the pricing strategies of retailers creating increased price
competition among processors to erode profitability.

The last rating action was on July 9, 2010, when Moody's assigned
ratings to the new bank facilities.

Dean Foods, based in Dallas, TX, is the largest processor and
distributor of milk and various other dairy products in the United
States, and the largest producer of soy milk in Europe through its
Alpro division, with consolidated net sales of approximately
$11.2 billion in 2009, of which dairy operations accounted for
around 76%.


DEL MONTE: Higher Costs & Pricing Are Risks, Fitch Says
-------------------------------------------------------
According to Fitch Ratings' 2011 Outlook for the Commodity Food
Industry, credit upside exists, despite rising inflationary
pressure and concerns about pricing.

Credit profiles improved meaningfully in 2010, free cash flow is
positive, liquidity is adequate and for most issuers debt
reduction remains a focus.  Fitch is concerned about operating
earnings declines in dairy and produce but is cautiously
optimistic that the protein industry can manage through a more
challenging cost environment.  Moderate pricing is anticipated for
commodity food companies but volume growth will vary across
categories.

'Credit upside exists for the industry in 2011, given that the
Rating Outlooks for Del Monte, Tyson and Smithfield are all
Positive,' said Carla Norfleet Taylor, Director at Fitch.  'Del
Monte and Tyson are investment grade candidates, and Smithfield
could be upgraded within the 'B' category if hog production stays
profitable and deleveraging continues.  The Rating Outlook for
Dean Foods, however, could be revised to Negative if the current
trajectory of operating earnings declines continues.'

Fitch views supply levels as the primary factor for commodity food
pricing in 2011, due to limited brand strength for the industry,
value-seeking consumers, and retailer pushback within certain food
categories.  Higher than expected corn, fuel and fluid raw milk
costs or weaker than expected pricing due to increased supply or
weak global demand would be negative for the industry.

High feed costs should curb protein production while exports are
expected to grow despite reduced demand from Russia.  Volatility
around European banana supply and pricing, which historically
occurs around changes in tariffs, remains a risk for global fresh
produce firms but 2011 should be a better year for prices.
Private label penetration and negative mix shift have reduced
margins for milk processors and Fitch expects excess capacity and
competition to limit price increases.

Modest pricing, operating efficiencies, and effective hedging
should partially mitigate margin compression for commodity food
companies.  However, significant reductions in operating cash
flow, negative FCF, and concerns about liquidity along with
violations of financial covenants could result in Outlook
revisions and or downgrades.

The full report '2011 Outlook: Commodity Food; Credit Upside
Exists but Inflationary Cost Pressures and Pricing Concerns Rise'
is available on the Fitch Ratings web site 'www.fitchratings.com.'

These companies are covered by this outlook:

  -- Tyson Foods, Inc. ('BB+'; Outlook Positive);
  -- Smithfield Foods, Inc. ('B-'; Outlook Positive);
  -- JBS S.A. ('BB-'; Outlook Stable)
  -- Dean Food Co. Inc. ('B+'; Outlook Stable);
  -- Dole Food Co. Inc. ('B'; Outlook Stable);
  -- Del Monte Foods Co. ('BB+'; Outlook Positive).


DIAMOND RANCH: Delays Filing of Form 10-Q for Third Quarter
-----------------------------------------------------------
Diamond Ranch Foods Ltd. said it could not timely file its
quarterly report on Form 10-Q with the Securities and Exchange
Commission because of the delay in obtaining and compiling
information required to be included in the report.

                        About Diamond Ranch

Diamond Ranch Foods, Ltd. -- http://www.diamondranchfoods.com/--
is a meat processing and distribution company now located in the
Hunts Point Coop Market, Bronx, New York.  The Company's
operations consist of packing, processing, labeling, and
distributing products to a customer base, including, but not
limited to; in-home food service businesses, retailers, hotels,
restaurants, and institutions, deli and catering operators, and
industry suppliers.

Gruber & Company LLC, in Lake Saint Louis, Missouri, expressed
substantial doubt about Diamond Ranch Foods Ltd.'s ability to
continue as a going concern, noting that the Company has suffered
recurring losses from operations after the firm audited the
Company's balance sheet as of March 31, 2010, and 2009.

As of June 30, 2010, the Company had $1,408,828 in total assets,
$6,274,635 in total liabilities and a $4,793,807 stockholder's
deficit.


DIETRICH'S SPECIALTY: Highlife Dismissal Plea Deferred Amid Talks
-----------------------------------------------------------------
Richard E. Fehling, U.S. Bankruptcy Judge for the Eastern District
of Pennsylvania has set aside the hearing on Highlife Properties,
LLC, and Nature's One Inc.'s motion for the dismissal or
conversion of Dietrich's Specialty Processing, LLC's Chapter 11
case to one under Chapter 7 or, in the alternative, the
appointment of a Chapter 11 trustee, in view of the parties'
agreement and stipulation "to continue the process of negotiation
and working towards settlement."  As agreed, the parties will file
a stipulation resolving the motion on or before November 22, 2010.

If the parties are unable to reach a settlement, Highlife and
Nature's One may file a notice to relist the motion, in which case
Debtor's response to the motion will be filed seven days before
any newly scheduled hearing.  Either party will have an
opportunity to file a reply to the Debtor's response no later than
three days before any newly scheduled hearing.

Reading, Pennsylvania-based Dietrich's Specialty Processing, LLC,
filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr.
E.D. Pa. Case No. 10-21399).  Dexter K. Case, Esq., at Case,
DiGiamberardino & Lutz, P.C., assists the Company in its
restructuring effort.  The Company estimated its assets and
liabilities at $10,000,001 to $50,000,000.


DISABILITY ACCESS: Posts $21,100 Net Loss in September 30 Quarter
-----------------------------------------------------------------
Disability Access Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $21,067 on $388,749 of revenue for
the three months ended September 30, 2010, compared with net
income of $81,836 on $441,306 of revenue for the same period last
year.

The Company's balance sheet at September 30, 2010, showed
$1.7 million in total assets, $1.0 million in total liabilities,
and stockholders' equity of $699,659.

As reported in the Troubled Company Reporter on July 7, 2010,
Lynda R. Keeton CPA, LLC, in Henderson, Nev., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009.  The independent
auditors noted that the Company has working capital deficiencies
and continued net losses.

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

               http://researcharchives.com/t/s?6ec9

                      About Disability Access

North Las Vegas, Nev.-based Disability Access Corporation
-- http://www.adaconsultants.com/-- presently has one subsidiary
company, Disability Access Consultants, Inc.  Disability Access
Consultants offers a full range of accessibility compliance
services for assistance in compliance with the requirements of
mandated and recommended services for individuals with
disabilities in accordance with federal, state and local laws and
regulations.


DJSP ENTERPRISES: Cuts Staff After Fannie, Freddie Exit
-------------------------------------------------------
DJSP Enterprises, Inc., on November 5 said it has instituted
further staff reductions as a result of announcements by Fannie
Mae and Freddie Mac that they had terminated their relationships
with DJSP's primary client, The Law offices of David J. Stern P.A.
DJSP has reduced its staffing levels by an additional 416
employees bringing the total number of layoffs to more than 700
since the reduction in staff was initiated.

                      About DJSP Enterprises

Based in Plantation, Florida, DJSP Enterprises, Inc. (Nasdaq:
DJSP, DJSPW, DJSPU) provides a wide range of processing services
in connection with mortgages, mortgage defaults, title searches
and abstracts, REO (bank-owned) properties, loan modifications,
title insurance, loss mitigation, bankruptcy, related litigation
and other services.  Its principal customer is The Law Offices of
David J. Stern, P.A.  It has additional operations in Louisville,
Kentucky and San Juan, Puerto Rico.  Its U.S. operations are
supported by a scalable, low-cost back office operation in Manila,
the Philippines, that provides data entry and document preparation
support for its U.S. operations.

David Stern's firm and three other large firms are being
investigated by Florida Attorney General Bill McCollum for
submitting false or misleading statements in foreclosure
proceedings.


DJSP ENTERPRISES: DAL Unit Has Forbearance From BofA
----------------------------------------------------
DAL Group LLC, a subsidiary of DJSP Enterprises, Inc., entered
into a forbearance agreement with Bank of America, N.A., on
November 12, 2010, pursuant to which the Bank has agreed to not
take any action in connection with the default on a revolving line
of credit for a period ending November 26, 2010, while DAL
develops and presents to the Bank ongoing operating plans for DAL
and its subsidiaries.  The Company has engaged Gulf Atlantic
Capital Corporation to assist management in the development of
these ongoing operating plans.

On March 18, 2010, DAL entered into the Line of Credit with the
Bank.  The Line of Credit has an initial term of one year with
interest only payments due monthly until the expiration of the
initial term, at which time all outstanding principal and interest
balances are due.  The outstanding principal balance of the Line
of Credit is approximately $12,000,000.

DAL granted the Bank a lien on all of its assets, and its four
operating subsidiaries have executed security agreements and
guarantees to secure DAL's obligations under the Line of Credit.
As additional security for the Line of Credit, one of DAL's
operating subsidiaries, DJS Processing, LLC, collaterally assigned
to the Bank a security agreement that it entered into with the Law
Offices of David J. Stern, P.A, pursuant to which DJS granted to
DJS Processing, LLC a security interest in its accounts receivable
and work in process to secure DJS's obligations under a Services
Agreement between DJS and DJS Processing, LLC.

DAL received a written notice from the Bank dated November 5,
2010, that DAL is in default under certain terms of the Line of
Credit and, as a result, the Bank was accelerating the amounts due
under the Line of Credit and demanding full payment.

In the Notice, the Bank stated that DAL is in default under the
Line of Credit due to DAL's failure to repay on the Bank's written
demand of November 1, 2010 in connection with an over advance on
the Line of Credit of $549,412 which arose due to a reduction in
the amount available under the borrowing base formula.  In
addition, the Bank concluded that recent events have materially
and adversely affected DAL's financial condition, operations and
prospects and its ability to repay the loan.  The default on the
Line of Credit constitutes a default on an equipment note issued
to Banc of America Leasing & Capital, LLC with a current
outstanding principal balance of $1,845,389.

The Bank also notified DAL that, due to the default, DAL may not
make any payments to holders of certain subordinated debt under
the terms of a General Subordination and Assignment Agreement with
the Bank.  These lenders have waived any default arising from the
Bank's notice and the failure to make payments under their loans
through December 31, 2010 or, if earlier, the payment in full of
the Bank.

Pending the development of DAL's ongoing operating plans, DJS
Processing LLC has not made rent payments for November 2010 under
real estate operating leases for its principal office facilities.
A notice of default has been received by DJS, the prior tenant,
under one of the leases and by DJS Processing, LLC under another
lease as a result of the non-payment of rent.

DAL intends to seek longer term forbearance agreements with the
Bank and its other creditors as it implements plans to restructure
its ongoing operations to reflect its significantly reduced
revenues and operations.  There can be no assurance that DAL will
be able to obtain forbearance agreements with the Bank or its
other creditors, develop ongoing operating plans that will be
acceptable to its creditors or successfully develop and implement
those plans in a timely manner.  If it is unable to accomplish any
of the foregoing, it will not be able to continue its business
operations.

                      About DJSP Enterprises

Based in Plantation, Florida, DJSP Enterprises, Inc. (Nasdaq:
DJSP, DJSPW, DJSPU) provides a wide range of processing services
in connection with mortgages, mortgage defaults, title searches
and abstracts, REO (bank-owned) properties, loan modifications,
title insurance, loss mitigation, bankruptcy, related litigation
and other services.  Its principal customer is The Law Offices of
David J. Stern, P.A.  It has additional operations in Louisville,
Kentucky and San Juan, Puerto Rico.  Its U.S. operations are
supported by a scalable, low-cost back office operation in Manila,
the Philippines, that provides data entry and document preparation
support for its U.S. operations.

David Stern's firm and three other large firms are being
investigated by Florida Attorney General Bill McCollum for
submitting false or misleading statements in foreclosure
proceedings.


DOLE FOOD: Higher Costs & Pricing Are Risks, Fitch Says
-------------------------------------------------------
According to Fitch Ratings' 2011 Outlook for the Commodity Food
Industry, credit upside exists, despite rising inflationary
pressure and concerns about pricing.

Credit profiles improved meaningfully in 2010, free cash flow is
positive, liquidity is adequate and for most issuers debt
reduction remains a focus.  Fitch is concerned about operating
earnings declines in dairy and produce but is cautiously
optimistic that the protein industry can manage through a more
challenging cost environment.  Moderate pricing is anticipated for
commodity food companies but volume growth will vary across
categories.

'Credit upside exists for the industry in 2011, given that the
Rating Outlooks for Del Monte, Tyson and Smithfield are all
Positive,' said Carla Norfleet Taylor, Director at Fitch.  'Del
Monte and Tyson are investment grade candidates, and Smithfield
could be upgraded within the 'B' category if hog production stays
profitable and deleveraging continues.  The Rating Outlook for
Dean Foods, however, could be revised to Negative if the current
trajectory of operating earnings declines continues.'

Fitch views supply levels as the primary factor for commodity food
pricing in 2011, due to limited brand strength for the industry,
value-seeking consumers, and retailer pushback within certain food
categories.  Higher than expected corn, fuel and fluid raw milk
costs or weaker than expected pricing due to increased supply or
weak global demand would be negative for the industry.

High feed costs should curb protein production while exports are
expected to grow despite reduced demand from Russia.  Volatility
around European banana supply and pricing, which historically
occurs around changes in tariffs, remains a risk for global fresh
produce firms but 2011 should be a better year for prices.
Private label penetration and negative mix shift have reduced
margins for milk processors and Fitch expects excess capacity and
competition to limit price increases.

Modest pricing, operating efficiencies, and effective hedging
should partially mitigate margin compression for commodity food
companies.  However, significant reductions in operating cash
flow, negative FCF, and concerns about liquidity along with
violations of financial covenants could result in Outlook
revisions and or downgrades.

The full report '2011 Outlook: Commodity Food; Credit Upside
Exists but Inflationary Cost Pressures and Pricing Concerns Rise'
is available on the Fitch Ratings web site 'www.fitchratings.com.'

These companies are covered by this outlook:

  -- Tyson Foods, Inc. ('BB+'; Outlook Positive);
  -- Smithfield Foods, Inc. ('B-'; Outlook Positive);
  -- JBS S.A. ('BB-'; Outlook Stable)
  -- Dean Food Co. Inc. ('B+'; Outlook Stable);
  -- Dole Food Co. Inc. ('B'; Outlook Stable);
  -- Del Monte Foods Co. ('BB+'; Outlook Positive).


DYNEGY INC: Voting on Blackstone Deal Extended Until Nov. 23
------------------------------------------------------------
Dynegy Inc. has moved its special meeting of stockholders to 3:30
p.m. central time on November 23, 2010, to provide stockholders
the opportunity to fully consider the terms of the November 16,
2010 amendment to the merger agreement, dated as of August 13,
2010, providing for the acquisition of the company by Denali
Parent Inc., an affiliate of The Blackstone Group.

Polls will remain open and votes will be accepted on the merger
and adjournment proposals until 4:00 p.m. central time on Tuesday,
November 23, 2010.

The Troubled Company Reporter reported the amendments to
Blackstone's offer on November 17.  Under the terms of the amended
agreement:

    * The merger consideration is increased to $5.00 in cash
      per share, an 11% increase to the previously-agreed
      consideration of $4.50 per share, and an 80% premium to the
      closing share price on August 12, 2010; and

    * Dynegy has agreed to pay Blackstone a $16.3 million
      (approximately $0.13 per Dynegy share) break-up fee if the
      merger is not approved by Dynegy stockholders and if within
      18 months Dynegy consummates an acquisition transaction in
      which Dynegy stockholders receive more than $4.50 per share
      in consideration.

Dynegy's Board of Directors believes that the 11% increase in the
merger consideration, to $5.00 in cash per share, is a very
important development that Dynegy stockholders should have an
opportunity to consider before there is a vote on both the merger
proposal and, if necessary, the proposal to adjourn the special
meeting to solicit additional votes for the merger proposal.

The Dynegy Board continues to recommend that all Dynegy
stockholders approve the transaction with Blackstone, as amended,
and receive this superior value.

Dynegy stockholders of record at the close of business on Friday,
October 1, 2010, are entitled to vote at the special meeting of
stockholders that has been called to consider the merger
agreement.  The special meeting will reconvene at 3:30 p.m.
CT/4:30 p.m. ET on Tuesday, November 23, 2010, at the company's
corporate headquarters, 1000 Louisiana St., Houston, Texas 77002.

The Dynegy Board of Directors believes the Blackstone transaction
is in the best interest of all Dynegy stockholders because it
provides immediate, certain and fair value to its stockholders
while reducing the considerable downside risk facing Dynegy if the
Blackstone transaction is not approved and completed.

If stockholders have already voted against the Blackstone
transaction, they have every right and the ability to change their
vote, in order to vote in favor of the Blackstone transaction.
Stockholders should call MacKenzie Partners, Inc. at (212) 929-
5500 (call collect) or (800) 322-2885 (toll-free), or Innisfree
M&A Incorporated toll-free at (877) 750-9499 or banks and brokers
may call collect at (212) 750-5833.

As reported by the TCR on November 17, Dynegy 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 have not been
disclosed.

Dynegy has 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.


EASTON BELL: Moody's Upgrades Corporate Family Rating to 'B2'
-------------------------------------------------------------
Moody's Investors Service upgraded Easton Bell Sports, Inc.'s
corporate family and probability of default ratings to B2 from B3
because of the company's positive revenue trends and improved
operating performance in 2010 and Moody's view that these trends
will continue in the near to mid-term.  At the same time, Moody's
upgraded the $350 million senior secured notes to B2 from B3 and
the speculative grade liquidity rating to SGL-2 from SGL-3.  The
outlook is stable.

The upgrade in Easton Bell's corporate family rating reflect s its
positive revenue trend over the past year driven by increased
consumer demand for moderately priced sporting goods and new
product launches.  At the same time, cost rationalization efforts
implemented over the last couple of years are benefiting the
company's operating leverage.  "As you would expect, the
combination of these items is resulting in improved credit
metrics, "said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service.  "For example, financial leverage has come down
by about a half a turn to 6.5x from the end of 2009 and Moody's
expects leverage to decrease below 6x by the end of 2010, "Cassidy
added.  Financial leverage includes the debt at Easton's parent.

The upgrade in the liquidity rating to SGL 2 from SGL 3 considers
the additional availability under the $250 million revolving
credit facility (around $150 million available at September 30th)
after recent pay downs and the company's ability to continue
generating free cash flow despite a challenging economic
environment.  In addition, the SGL-2 rating reflects the company's
cash balance of $25 million, the lack of financial maintenance
covenants and no debt maturities until 2015 (holdco notes).

                         Rating Rationale

Easton's B2 corporate family rating reflects its small scale with
revenue under $800 million, relatively high leverage, highly
competitive market segments, and a history of earnings volatility.
Supporting the B2 rating is Easton-Bell's good liquidity profile,
strong brand names and market position and its diverse
distribution network with limited concentration with any one
customer.  The company's commitment to deleveraging is also
incorporated in the B2 rating.

The stable outlook reflects the stabilization of discretionary
consumer spending, albeit at much lower levels, and Moody's
expectation that credit metrics will continue to improve in the
near-term.  The company's continued focus on product innovation is
also considered in the stable outlook.

While not expected in the near term, a positive outlook could
arise if consumer demand for sporting goods increases
substantially resulting in much higher earnings.  In addition to
higher demand, credit metrics would need to significantly improve
before the rating was upgraded again.  For example, financial
leverage would need to approach 4x and EBITA margins would need to
move toward double digits.

A negative outlook or ratings downgrade could result should
consumer demand for sporting goods significantly wane resulting in
decreasing revenues and weak operating performance.  Key credit
metrics for a potential downgrade are leverage above 7x and
interest coverage under 1x.

These ratings were upgraded/ assessments revised:

* Corporate Family Rating to B2 from B3;

* Probability of Default Rating to B2 from B3;

* $350 million senior secured notes due 2016 to B2 (LGD4, 69%)
  from B3 (LGD4, 57%);

* Speculative Grade Liquidity Rating to SGL-2 from SGL-3

The last rating action was on November 16, 2009, where Moody's
rated Easton Bell's $350M notes and revised its outlook to
positive.

Headquartered in Van Nuys, California, Easton-Bell Sports, Inc.,
was formed through Riddell Bell's acquisition of Easton Sports in
February 2006.  The company is a designer, developer and marketer
of branded equipment that enhances athletic performance and
protection and related accessories for numerous athletic and
recreational activities.  The company's proprietary brands include
Easton, Bell, Giro and Riddell.  Revenue for the twelve months
ended October 2, 2010, was approximately $759 million.  Easton-
Bell is owned by private equity sponsor Fenway Partners.


EAT AT JOE'S: Posts $4,521 Net Loss in September 30 Quarter
-----------------------------------------------------------
Eat at Joe's Ltd. filed its quarterly report on Form 10-Q,
reporting a net loss of $4,521 of $229,574 of total revenues for
the three months ended Sept. 30, 2010, compared with net income of
$172,167 on $182,828 of total revenues for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2010, showed
$1.41 million in total assets, $4.99 million in total liabilities,
and a stockholder's deficit of $3.58 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ec0

                        About Eat at Joe's

Scarsdale, N.Y.-based Eat at Joe's, Ltd., presently owns and
operates one theme restaurant located in Philadelphia,
Pennsylvania.

                          *     *     *

On March 31, 2010, Robison, Hill & Co., 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 recurring net
losses from operations and net capital deficiency.


EL PASO: Moody's Assigns 'Ba1' Rating on New Notes
--------------------------------------------------
Moody's Investors Service rated El Paso Pipeline Operating
Company, L.L.C's new notes Ba1.  Proceeds from the new notes will
be used to partially fund EPB's purchase of an additional 15%
ownership interest in Southern Natural Gas, a regulated interstate
pipeline system owned by El Paso Corp. the general partner and
majority owner of EPB.  EPB is also acquiring the remaining 49%
interest in the Elba Express Pipeline and Southern LNG from EP
that is does not own.  Total consideration for the incremental
interest in SNG, Elba Express, and SLNG is approximately
$1.1 billion.  EPB will fund the consideration using $415 million
of cash on hand from an equity issuance completed in September and
another $346 million is being raised from a units offering in
conjunction with this transaction.  These acquisitions will
increase EPB's total ownership interest in SNG to 60% and the
interest in Elba Express and SLNG to 100% each.

                        Ratings Rationale

"This acquisition is consistent with Moody's expectation that
EPB will continue acquiring additional interests in the assets
in which it does not own a 100% interest with a balance of debt
and equity," said Ken Austin, Moody's Vice President.  "The
acquisition of the additional interest in SNG, SLNG, and the
Elba Express Pipeline gives EPB's greater earnings and cash
flows from these stable cash flow generating assets while also
reducing some of EPB's structural complexity."

The Ba1 rating considers the approximate 50% equity funded
purchase of the additional equity interests.  This balanced
funding keeps the company's leverage profile in-line with
expectations for the rating while enhancing the overall scale and
further improving the balance in earnings and cash flows.

The Ba1 CFR also reflects the structural complexity through equity
interests in some of its assets and the fact that EP is the
General Partner of EPB, owns the majority of the L.P. units of
EPB, and also owns the remaining equity interests in EPB's assets.
Unlike the natural gas pipelines that are rated investment grade
on a stand-alone basis, the additional feature of the MLP
distributions and the lack of 100% ownership of the equity
interests all of its assets results in the CFR for EPB being two
levels above El Paso but one below the Baa3 rating on the
pipelines, given its proportional ownership interest them along
with EP being the general partners and owner of the remaining
interest in EPB's assets.

The stable outlook assumes that EPB's leverage will remain under
4.0x through 2011 after considering a full year of owning 100% of
the majority of its assets.

However, negative ratings pressure would come from leverage rising
to over 4.0x on a sustained basis.  Conversely, positive ratings
pressure would be driven by the continued acquisition of equity
interests in the assets it owns if executed with sufficient equity
to keep leverage in-line with current levels.

Under Moody's Loss Given Default methodology, the new and existing
notes are rated the same as the CFR.  The notes are ranked pari-
passu with the senior revolving credit facility, which is also
unsecured, making up the majority of the liability waterfall under
LGD.

The last rating action for El Paso Pipeline Partners Operating
Company, L.L.C. was on June 21, 2010, when Moody's rated the
company's senior notes offering.

El Paso Pipeline Partners Operating Company, L.L.C., is the
subsidiary holding company for El Paso Pipeline Partners, L.P., a
Master Limited Partnership headquartered in Houston, Texas.


EL PASO: S&P Assigns 'BB' Rating to $750 Mil. Senior Notes
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
senior unsecured debt rating to operating company El Paso Pipeline
Partners Operating Co. LLC's $750 million senior unsecured notes
of varying maturities.  At the same time, S&P assigned a recovery
rating of '3', indicating S&P's expectation that creditors can
expect meaningful (50% to 70%) recovery in the event of a payment
default.

El Paso Pipeline Partners L.P. fully and unconditionally
guarantees the notes.  The partnership intends to use the net
proceeds from the offering partially to fund its acquisition of
the remaining 49% interests in both Southern LNG Co. L.L.C. and El
Paso Elba Express Co. L.L.C.  It will also use the proceeds to
purchase an additional 15% interest in Southern Natural Gas Co.
from its parent El Paso Corp., to repay the Elba Express project
financing term loan, and to reduce outstanding borrowings under
its revolving credit facility.

S&P's 'BB' long-term corporate credit rating on El Paso Pipeline
Partners L.P. is tied to its rating on El Paso Corp. The outlook
is stable.

                           Ratings List

                            New Rating

           El Paso Pipeline Partners Operating Co. LLC

       $750 Mil. Sr. Unsec. Notes                       BB
        Recovery Rating                                 3


EMPIRE CENTER: Case Dismissed After JPM Took Over Asset
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona dismissed
the Chapter 11 case of Empire Center at Coldwater Springs, LLC.

The Debtor related that it has no assets and is unable to confirm
a plan of reorganization.

The Debtor related that the Court approved the stipulation entered
by its primary secured creditor, JPMorgan Chase Bank, N.A., for
stay relief in connection with the Bank's secured lien on the
Debtor's principal asset.  The real property was comprised of
certain commercial property located in Avondale, Arizona.

             About Empire Center at Coldwater Springs

Scottsdale, Arizona-based Empire Center at Coldwater Springs, LLC,
filed for Chapter 11 bankruptcy protection on December 18, 2009
(Bankr. D. Ariz. Case No. 09-32728).  Attorneys at Polsinelli
Shughart PC, represented the Debtor.  The Company estimated assets
and debts at $10 million to $50 million.


EPV SOLAR: Bankruptcy Court Dismisses Chapter 11 Case
-----------------------------------------------------
Judge Michael Kaplan of the U.S. Bankruptcy Court for the District
of New Jersey has, after finding that good and sufficient cause
exists for the granting of the relief requested, entered an order
dismissing EPV Solar, Inc.'s Chapter 11 case.

Robbinsville, New Jersey-based EPV Solar, Inc., fka Energy
Photovoltaics, Inc., filed for Chapter 11 bankruptcy protection on
February 24, 2010 (Bankr. D. N.J. Case No. 10-15173).  Kenneth A.
Rosen, Esq., S. Jason Teele, Esq., and Timothy R. Wheeler, Esq.,
at Lowenstein Sandler PC, represents the Debtor as counsel.  The
Debtor estimated its assets and its debts at $50,000,001 to
$100,000,000 as of the Petition Date.


FIRSTFED FINANCIAL: Files Disc. Statement for Liquidating Plan
--------------------------------------------------------------
BankruptcyData.com reports that FirstFed Financial filed with the
U.S. Bankruptcy Court a Disclosure Statement related to the
Company's previously-filed Chapter 11 Plan of Liquidation.

Under the Liquidating Plan, the Debtors' assets will be
transferred to a liquidating trust.  Treatment under the Plan is
as follows: holders of administrative claims, priority tax claims,
secured claims and other priority claims will be paid in full in
cash on the effective date.  Holders of general unsecured claims
will receive their pro rata share of available cash as soon as
practical.  Holders of FirstFed Financial's common stock will
receive no distribution under the Plan, and all common stock
interests will be canceled and void.

The Court scheduled a January 5, 2011, hearing to consider the
Disclosure Statement.

                      About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank
holding company for First Federal Bank of California and its
subsidiaries.  The Bank was closed by federal regulators on
December 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection on
Jan. 6, 2010 (Bankr. C.D. Calif. Case No. 10-10150).  Jon L.
Dalberg, Esq., at Landau Gottfried & Berger LLP, represents the
Debtor in its restructuring efforts.  In its petition, the Debtor
listed assets of between $1 million and $10 million, and debts of
between $100 million and $500 million.


FLAKEBOARD COMPANY: Moody's Assigns 'B2' Rating on Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned Flakeboard Company Limited's
proposed senior secured note offering a B2 rating and assigned the
company a corporate family rating of B2.  The outlook is stable.

                        Ratings Rationale

Flakeboard's B2 CFR rating primarily reflects the company's
leading position in the manufacturing of non-structural composite
panels and Moody's expectations of leverage metrics (adjusted debt
to EBITDA) in the 4.5 to 5.5x range.  In addition to strong
customer relationships, the ratings are supported by a competitive
asset base and supportive ownership group.  Flakeboard's rating is
constrained by the company's small size and lack of
diversification, cyclical demand in the non-structural composite
panels sector, and the company's exposure to volatile input costs.

The proposed notes are senior secured obligations of Flakeboard
and are rated B2, consistent with the corporate family rating.
The proceeds from the proposed note offering (plus a portion of
the company's cash position) will be used to repay the company's
existing revolving credit facility, first lien term loan, second
lien term loan and all paid-in-kind interest related to these
instruments.  The proposed notes and related guarantees will be
secured on a first priority basis by most of the fixed assets of
the company and will have a second priority lien on the current
assets that will secure the company's asset-based revolving credit
facility.

The stable rating outlook reflects Moody's expectation that
Flakeboard will be able to maintain adequate liquidity and
generate acceptable normalized credit protection measures for its
rating.

Future upward migration for Flakeboard's rating would depend on
the company being able to sustain EBITDA margins in the low-teens,
RCF-Capex/Debt above 5%, and Debt/EBITDA below 4.5x on an adjusted
basis.  Flakeboard's ratings could face downward ratings pressure
as a result of significant price and volume deterioration,
persistent negative free cash flow, or a material deterioration in
liquidity arrangements.  The ratings could also be downgraded if
its leverage ratio exceeds 6.0x on an adjusted basis.

Assignments:

Assignments:

Issuer: Flakeboard Company Limited

  -- Probability of Default Rating, Assigned B2
  -- Corporate Family Rating, Assigned B2
  -- Senior Secured Regular Bond/Debenture, Assigned B2 LGD4, 57%

This is a new rating assignment to Flakeboard.

Flakeboard is the largest manufacturer of composite wood panel
products in North America.  The company, which is privately held
and headquartered in Markham, Ontario, produces a broad range of
particleboard, medium-density fiberboard and a thin high-density
fiberboard called FIBREX(R).  These wood panels are used in
various products, including office and residential furniture,
retail store fixtures (such as shelving, counters and wall
mounts), kitchen and other cabinets, moldings and millwork.  The
company currently operates six facilities in the US and two
facilities in Canada.


FRANCISCO ACOSTA: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Francisco J. Acosta
                 fdba Mr. Tar Roofing
               Bernadette Acosta
                 fdba Acosta Adult Residential homes
                      Acosta-Gomez Homes
               2522 Coyote Ridge Terrace
               Chula Vista, CA 91915

Bankruptcy Case No.: 10-20261

Chapter 11 Petition Date: November 15, 2010

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtors' Counsel: Judith A. Descalso, Esq.
                  960 Canterbury Place, Suite 340
                  Escondido, CA 92025
                  Tel: (760) 745-8380
                  Fax: (760) 860-9800
                  E-mail: descalso@pacbell.net

Scheduled Assets: $1,449,858

Scheduled Debts: $2,393,787

A list of the Joint Debtors' 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/casb10-20261.pdf

The petition was signed by


FRIENDFINDER NETWORKS: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Boca Raton, Fla.-headquartered FriendFinder
Networks Inc., owner and operator of several adult-oriented and
general interest social networking sites.  The rating outlook is
stable.

At the same time, S&P assigned FriendFinder's $305 million secured
first-lien notes due 2013 S&P's issue-rating of 'B' (at the same
level as the 'B' corporate credit rating on the company) with a
recovery rating of '3', indicating its expectation of meaningful
(50%-70%) recovery for debtholders in the event of a payment
default.

The issue-rating on the company's $232.5 million pay-in-kind
second-lien notes due 2014 and the $13.8 million cash-pay second-
lien notes is 'CCC+' (two notches lower than the 'B' corporate
credit rating) with a recovery rating of '6', indicating S&P's
expectation of negligible (0%-10%) recovery for debtholders in the
event of a payment default.

The 'B' corporate credit rating incorporates S&P's assumption of
modest subscriber growth and stable monthly/annual subscription
fees over the intermediate term.  Similar to most services
dependent on consumer discretionary spending, FriendFinder's
subscription revenue and subscriber base were negatively affected
by the recession.  Since the first quarter of 2010, the company
has been able to increase its subscriber base and monthly/annual
subscription fees, and reduce subscriber churn.  Some notable
risks associated with the company are significant revenue and
profit contribution from one site (AdultFriendFinder.com), high
subscriber churn rate, aggressive financial policy, and high debt
leverage.  Strong EBITDA margins and good discretionary cash flow
only partially offset these risks.

FriendFinder is an adult social networking and entertainment
company.  FriendFinder owns and operates Web sites catering to
specific interests, including social networking, live
entertainment, and video and premium services.  The company is
also the publisher of Penthouse Magazine.


GENERAL MOTORS: Could Raise Up to $23.1 Billion in IPO
------------------------------------------------------
The Wall Street Journal's Sharon Terlep and Randall Smith report
that General Motors Co. is on pace to sell $18.1 billion in
shares.

On November 17, GM increased the proposed size of the offering of
its common stock to be sold by certain of its stockholders from
365 million shares to 478 million shares.  The common stock has
been priced at $33.00 per share.

The issue included 478 million shares of common stock, for a total
of $15.77 billion, and 87 million shares of mandatory convertible
junior preferred stock, for a total of $4.35 billion.

GM said the total offering size will be $20.1 billion or $23.1
billion if the underwriters' over-allotment options are fully
exercised.

The underwriters have a 30-day option to purchase up to 71.7
million additional shares of common stock from the selling
stockholders, for a total of $2.37 billion, and an additional 13
million shares of mandatory convertible junior preferred stock
from the company on the same terms and conditions, for a total of
$650 million, to cover over-allotments, if any.

On the mandatory conversion date, December 1, 2013, each share of
mandatory convertible junior preferred stock, unless previously
converted, will automatically convert into shares of common stock.
The Series B mandatory convertible junior preferred stock will
have a 4.75% dividend rate and a liquidation preference of $50 per
share.

According to Bloomberg's David Welch, Lee Spears and Craig
Trudell, the GM IPO is the second-largest U.S. IPO on record after
Visa Inc.'s $19.7 billion sale in March 2008, a statement and data
compiled by Bloomberg showed.  According to Bloomberg, the
overallotment option and a sale of preferred shares may boost the
total raised to $23.1 billion, more than the $22.1 billion sold by
Agricultural Bank of China Ltd. in the largest IPO of common stock
in history.

The Journal relates buyers of the GM shares included giant pension
and hedge funds as well as GM factory workers and retirees.  Among
foreign buyers was China's largest car maker, SAIC Motor Corp.,
which is GM's biggest partner.  SAIC bought about $500 million of
shares for a GM stake of close to 1%.

The Journal notes the IPO proceeds will help pay back the U.S.
government for the $49.5 billion it spent to bailout GM.  The U.S.
Treasury will cut its ownership stake in GM to about 26% from 61%
through the stock sale, including the overallotments.

Bloomberg data shows the Treasury, which is taking a loss on its
portion of the sale, will break even only if the shares climb more
than 60%.  The Treasury needs to sell all of its GM shares at an
average price of $43.67 to break even on its investment, data
compiled by Bloomberg show.

GM's common shares will be listed on the New York Stock Exchange
under the ticker GM.  It will trade on the Toronto Stock Exchange
under the ticker GMM.

Morgan Stanley and J.P. Morgan (representatives of the
underwriters), BofA Merrill Lynch, Citi, Goldman, Sachs & Co.,
Barclays Capital, Credit Suisse, Deutsche Bank Securities and RBC
Capital Markets are the joint book-running managers for the
offering.

                        About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GIBSON GUITAR: Moody's Affirms 'Caa1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Gibson Guitar Corp.'s ratings
following the recent issuance of its 2008 and 2009 audited
financial statements.  Ratings affirmed include the Caa1 CFR, Caa2
PDR and Caa1 credit facility.  The outlook remains developing.

"While Gibson has removed the uncertainty surrounding its ability
to issue audited financial statements, there is now significant
liquidity concerns as the recent credit facility amendment
accelerated the maturity date to September 2011 and the company
does not have the ability to repay the term loan absent a
refinancing," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service.

If Gibson is able to refinance its credit facility in the next few
months, its outlook and ratings could experience positive
momentum.  However, if Gibson is not able to refinance its credit
facility in this time frame, its ratings will likely come under
increased pressure.

Gibson's Caa1 corporate family rating reflects the revenue
volatility exhibited during the Great Recession, its small scale
with revenue under $300 million and Moody's continuing concern
over Gibson's corporate governance culture.  Gibson's modest
credit metrics and significant customer concentration with Guitar
Center also constrain the rating.  Gibson's leading market share
in guitars, strong brand recognition, diversification within
guitars and geographic diversification supports the rating.  The
company's cash generating ability also benefits the rating.

These ratings were affirmed/assessments revised:

* Corporate family rating at Caa1;

* Probability-of-default rating at Caa2;

* $50 million senior secured revolving credit facility due
  September 2011 at Caa1 (LGD 3, 32% from 31%);

* $100 million ($83 million outstanding) senior secured term loan
  B due September 2011 at Caa1 (LGD 3, 32% from 31%);

The last rating action was on February 23, 2010, where Moody's
downgraded the CFR to Caa1 and revised the outlook to developing.

Headquartered in Nashville, Tennessee, Gibson Guitar Corp.
primarily manufactures and markets acoustic and electric
guitars under the Gibson and Epiphone brand names.  The company
also sells other stringed instruments and instruments related
accessories such as amplifiers, speakers, and picks/straps.
Revenues for the twelve months ended June 30, 2010, were
approximately $275 million.


GLAZIER GROUP: Michael Jordan's Restaurant in Ch. 11
----------------------------------------------------
The Glazier Group Inc., the operator of Michael Jordan's
Steakhouse restaurant in New York's Grand Central Terminal, filed
for Chapter 11 protection on November 15 in Manhattan (Bankr.
S.D.N.Y. Case No. 10-16099).  Through affiliates, Glazier Group
also operates restaurants 24 Fifth Avenue and Bridgewater's, plus
six Strip House restaurants in New Jersey, Florida and Texas.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the company, owned by Peter Glazier, said revenue for the
nine months ended Sept. 30 was $27.2 million.  Assets are listed
at $15.2 million against debt totaling $26.8 million.

Mr. Rochelle relates that the Chapter 11 filing resulted from an
inability to negotiate a loan workout with General Electric
Capital Corp., the secured lender owed $5.8 million.  Financial
troubles were increased by employing "too much liquidity" in five
new restaurants that the company was forced to close, according to
court papers.


GLAZIER GROUP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: The Glazier Group, Inc.
        535 Fifth Avenue
        New York, NY 10017

Bankruptcy Case No.: 10-16099

Chapter 11 Petition Date: November 15, 2010

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Frederick E. Schmidt, Esq.
                  Joshua Joseph Angel, Esq.
                  Seth F. Kornbluth, Esq.
                  HERRICK, FEINSTEIN LLP
                  2 Park Avenue
                  New York, NY 10016
                  Tel: (212) 592-5941
                  Fax: (212) 592-1500
                  E-mail: eschmidt@herrick.com
                          jangel@herrick.com
                          skornbluth@herrick.com

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

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

The petition was signed by Peter H. Glazier, chief executive
officer.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


GREENSHIFT CORP: Delays Filing of Form 10-Q for Third Quarter
-------------------------------------------------------------
GreenShift Corporation said it could not timely file its quarterly
report on Form 10-Q for the period ended Sept. 30, 2010, with the
Securities and Exchange Commission because there was a delay in
completing the adjustments necessary to close its books for the
quarter.

                    About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

Rosenberg Rich Baker Berman & Company expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has suffered losses from operations and has
a working capital deficiency as of December 31, 2009.

The Company's balance sheet at June 30, 2010, showed
$18.58 million in total assets, $85.11 million in total
liabilities, and a $66.53 million stockholders' deficit.


GSI GROUP: John Roush to Become Next Chief Executive Officer
------------------------------------------------------------
GSI Group Inc. disclosed that John Roush agreed to join GSI as its
next Chief Executive Officer.  Mr. Roush, 45, joins GSI after a
successful 12-year career with PerkinElmer, Inc., where he was a
corporate officer and served in several senior leadership
positions, most recently as president of PerkinElmer's
Environmental Health business.  After a brief transition period,
during which he will serve in an advisory capacity, Mr. Roush will
become GSI's Chief Executive Officer by early 2011, succeeding
Michael E. Katzenstein, who has served as the Company's interim
principal executive officer since May 2010.  The move successfully
completes the strategic initiative announced on September 9, 2010
to recruit a permanent Chief Executive Officer for the Company.

"We are extremely pleased to have attracted an executive of John's
caliber and experience to lead GSI's development and chart its
growth strategy for the future," said Stephen W. Bershad, GSI's
Chairman of the Board.  "John is uniquely suited to lead our
company and to extend GSI's worldwide market and product
expansion.  We are excited about the future and look forward to
John's contributions in shaping our business," added Bershad.

"I am excited for this opportunity to join the GSI team and to
lead the organization as it scales its operations to address new
market opportunities," said Mr. Roush.  "The company's strong
proprietary technology base, established industry partners and
customers and large target markets provide a solid foundation from
which to build a highly valuable, industry leading company."

Since 2009, Mr. Roush has been serving as president of
PerkinElmer's Environmental Health business, accounting for
approximately $1.1 billion of PerkinElmer's annual revenues. From
2004 to 2009, Mr. Roush led PerkinElmer's Optoelectronics business
unit, which supplies specialty photonics products to biomedical
and industrial OEMs. From 1999 to 2004, Mr. Roush served in
various general management roles within the Optoelectronics
business unit.  Prior to joining PerkinElmer, Mr. Roush held
management positions with Outboard Marine Corporation,
AlliedSignal, Inc., now Honeywell International, McKinsey &
Company Inc. and General Electric.

Mr. Roush holds a Bachelor of Science degree in electrical
engineering from Tufts University and a Master of Business
Administration from Harvard Business School.

                         About GSI Group

Headquartered in Bedford, Massachusetts, GSI Group Inc.
-- http://www.gsig.com/-- supplies precision technology to the
global medical, electronics, and industrial markets and
semiconductor systems.  GSI Group Inc.'s common shares are quoted
on Pink Sheets OTC Markets Inc. (LASR.PK).

The Company together with two of its subsidiaries filed for
Chapter 11 protection on Nov. 20, 2009 (Bankr. D. Del. Lead Case
No. 09-14110).  William R. Baldiga, Esq., at Brown Rudnick LLP,
represented the Debtors as lead counsel.  Mark Minuti, Esq., at
Saul Ewing LLP, represented the Debtors as its local counsel.  The
Debtors selected Garden City Group Inc. as their claims and notice
agent.  The Debtors disclosed $555,000,000 in total assets and
$370,000,000 in total liabilities as of Nov. 6, 2009.

On May 24, 2010, the Debtors filed a modified Chapter 11 plan with
the Bankruptcy Court, which was supported by eight of ten
beneficial holders of the 2008 Senior Notes, the Equity Committee,
and the individual members of the Equity Committee pursuant to a
plan support agreement that the Company entered into on May 14,
2010, which superseded the prior plan support agreement.  The
modified Chapter 11 plan was further supplemented on May 27, 2010,
to provide for minor modifications to the May Plan.  On May 27,
2010, the Bankruptcy Court entered an order confirming and
approving the Final Chapter 11 Plan and the plan documents.

On July 23, 2010, the Debtors consummated their reorganization
through a series of transactions contemplated by the Final Chapter
11 Plan, and the Final Chapter 11 Plan became effective pursuant
to its terms.

The Company's shareholders prior to the emergence from bankruptcy
retained approximately 86.1% of its capital stock following
emergence.


HAMTRAMCK, MI: Seeks State Permission to File for Chapter 9
-----------------------------------------------------------
Mike Wilkinson and Paul Egan, writing for The Detroit News, report
that the city of Hamtramck has asked the state of Michigan for
permission to file for Chapter 9 bankruptcy protection.

"I'm going to run out of money Jan. 31," said Hamtramck City
Manager Bill Cooper said Tuesday, according to Detroit News.

Unable to reach agreements with its unions and waging a court
battle with Detroit over millions in taxes from the General
Motors' Poletown plant, the city is staring at a $3 million
deficit it cannot solve, Detroit News says.

According to Detroit News, a spokesman for the state Treasury
Department said no Michigan municipality has ever declared
bankruptcy. Detroit News notes that under a 1990 state law, a
municipality can't file for bankruptcy without first having an
emergency financial manager appointed by the governor.

According to Detroit News, Caleb Buhs, a Treasury Department
spokesman, said Pontiac, Benton Harbor and Ecorse have emergency
financial managers.  Hamtramck had one several years ago.

Gov.-elect Rick Snyder is monitoring what he believes is a growing
problem in Michigan, his spokesman said Tuesday.

Detroit News relates Hamtramck has gotten about $2 million a year
from a tax-sharing plan with Detroit that centers on the GM plant
straddling the municipal border. But Detroit has withheld payment
for a number of months, arguing that it had overpaid previously.
Hamtramck has since sued its neighbor, but a court resolution
could take months or longer -- not soon enough, Mayor Cooper said.

Detroit rejects the claim. "We're confident that the court's going
to rule in our favor," spokesman Dan Lijana said.

Detroit News also relates Mayor Cooper said if his city heads into
bankruptcy, he is confident he'll have company soon. "There're a
lot of towns in trouble," he said.


HEALTH NET: S&P Affirms 'BB' Counterparty Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Health Net Inc. and its core and strategically important operating
subsidiaries to stable from negative.  At the same time, S&P
affirmed its 'BB' counterparty credit rating on Health Net Inc.
and its 'BBB-' counterparty credit and financial strength ratings
on the core subsidiaries, Health Net of California Inc. and Health
Net Life Insurance Co.  S&P also affirmed its 'BB+' counterparty
credit and financial strength ratings on the strategically
important subsidiaries, Health Net of Arizona Inc. and Health Net
Health Plan of Oregon Inc.

"The outlook revision to stable from negative reflects S&P's
belief that Health Net's operating performance stabilized and
improved in 2009 and the first three quarters of 2010," said
Standard & Poor's credit analyst Neal Freedman.  "The company's
pretax operating earnings of $278 million in the first nine months
of 2010, with an ROR of 2.8%, and full-year operating earnings of
$339 million (2.2% ROR) in 2009 and $312 million (2.0% ROR) in
2008 demonstrate this improvement."

In S&P's calculations of operating earnings and ROR, S&P exclude
the impact of realized gains and losses, special charges, and
divested operations.  (In December 2009, Health Net sold Health
Net of the Northeast Inc.'s licensed subsidiaries to
UnitedHealthcare, a UnitedHealthcare Group (NYSE:UNH) company.)
Furthermore, S&P expects that the company will continue to improve
its earnings through the remainder of 2010 and in 2011.

On May 13, 2010, the Department of Defense awarded Health Net
Federal Services LLC the new TRICARE North Region contract.  S&P
analyzed the impact that the renewal of the contract will have on
Health Net's consolidated revenues, earnings, and unregulated cash
flows.  S&P concluded that although the unregulated cash flows to
the holding company will be lower under the new contract, these
unregulated cash flows will remain meaningful enough that S&P
raised the rating on Health Net Inc. by one notch.  S&P believes
that the unregulated cash flows from the TRICARE contracts
diversify Health Net's earnings and improve the company's
financial flexibility.


HENRY COUNTY BANCSHARES: Posts $2.3 Million Net Loss in Q3 2010
---------------------------------------------------------------
Henry County Bancshares, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $2.3 million on $2.3 million of net
interest income for the three months ended September 30, 2010,
compared with a net loss of $1.0 million on $2.1 million of net
interest income  for the same period last year.

Provision for loan losses amounted to $1.2 million for the three
months ended September 30, 2010, compared to a provision of
$378,000 for the same period in 2009.

"The Company has been adversely impacted by the continuing
deterioration of the Metropolitan Atlanta real estate market
causing continuing losses at the Bank, resulting in the Bank being
deemed significantly undercapitalized at September 30, 2010.  On
May 7, 2010, the Bank entered into a Stipulation and Consent
Agreement with the Federal Deposit Insurance Corporation and the
Georgia Department of Banking and Finance agreeing to the issuance
of a Consent Order.  The Order stipulates, among other conditions,
that the Bank reach and maintain a Tier 1 capital ratio equal to
or exceeding 8%.  There is no assurance that the Bank's capital
can be increased to the level required by the Supervisory
Authorities.  Also, should the Bank's capital not be increased to
the level set forth in the Order, it is uncertain what action the
Supervisory Authorities will take.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern."

The Company's balance sheet at September 30, 2010, showed
$563.6 million in total assets, $544.3 million in total
liabilities, and stockholders' equity of $19.2 million.

Mauldin & Jenkins, LLC, in Atlanta, Georgia, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has suffered significant losses from
operations due to the economic downturn, which has resulted in
declining levels of capital.

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

               http://researcharchives.com/t/s?6ed3

Henry County Bancshares, Inc., headquartered in Stockbridge,
Georgia, is a Georgia business corporation which operates as a
bank holding company.  The Company was incorporated on June 22,
1982, for the purpose of reorganizing The First State Bank to
operate within a holding company structure.  The Bank is a wholly
owned subsidiary of the Company.

The Company's principal activities consist of owning and
supervising the Bank, which engages in a full service commercial
and consumer banking business, as well as a variety of deposit
services provided to its customers.


HF THREE: U.S. Trustee Unable to Appoint Creditors Committee
------------------------------------------------------------
Ilene Lashinsky, the United States Trustee for Region 14, has
advised the U.S. Bankruptcy Court for the District of Arizona that
an official committee of unsecured creditors has not been
appointed in the Chapter 11 case of HF Three I LLC as an
insufficient number of unsecured creditors have expressed interest
in serving on the committee.  The UST reserves the right to
appoint a committee should interest develop among the creditors.

HF Three I LLC is a single-asset real estate company in Paradise
Valley, Arizona.  It filed for Chapter 11 bankruptcy protection on
August 18, 2010 (Bankr. D. Ariz. Case No. 10-26198).  The Debtor
disclosed $26,830,900 in total assets and $21,749,987 in total
liabilities as of the Petition Date.


HOLLYWOOD BEACH: Can Access Cash Collateral Until December 8
------------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Hollywood Beach Gate
Resort, Inc., to use the cash Park Place Development LLC and
Matthew Schloss and Ocean Way Corp., may claim an interest in.

The Bankruptcy Court previously entered an interim order allowing
the Debtor to access cash collateral until December 8, 2010, to
fund its Chapter 11 case, pay suppliers and other parties.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lenders a replacement lien
on the all postpetition property of the Debtor that is of the same
nature and type as lender's prepetition collateral.

The Court also ordered that the Debtor's exclusivity period is
extended until December 8.

The Court has set a December 8 meeting, to consider the Debtor's
request to further use the cash collateral, and further extensions
of the exclusivity period.

                 About Hollywood Beach Gate Resort

North Miami Beach, Florida-based Hollywood Beach Gate Resort,
Inc., filed for Chapter 11 bankruptcy protection on May 25, 2010
(Bankr. S.D. Fla. Case No. 10-24331).  Joel M. Aresty, Esq., who
has an office in Miami, Florida, represents the Debtor.  The
Company disclosed $10,789,110 in assets and $3,559,399 in
liabilities as of the Petition Date.


HOLLYWOOD BEACH: Court Considers Case Dismissal on December 8
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on December 8 at 2:00 p.m., to consider the
request to dismiss the Chapter 11 case of Hollywood Beach Gate
Resort, Inc.

Donald F. Walton, the U.S. Trustee for Region 21, asked the Court
to (i) dismiss; (ii) convert the case to one under Chapter 7 of
the Bankruptcy Code; or (iii) direct the appointment of a Chapter
11 trustee.  The U.S. Trustee explained that the Debtor is unable
to manage its affairs and effectively maneuver through the
reorganization process; there is an absence of a reasonable
likelihood of rehabilitation; and an unlikely ability to
effectuate a plan.

                 About Hollywood Beach Gate Resort

North Miami Beach, Florida-based Hollywood Beach Gate Resort,
Inc., filed for Chapter 11 bankruptcy protection on May 25, 2010
(Bankr. S.D. Fla. Case No. 10-24331).  Joel M. Aresty, Esq., who
has an office in Miami, Florida, represents the Debtor.  The
Company disclosed $10,789,110 in assets and $3,559,399 in
liabilities as of the Petition Date.


INCOMING INC: Incurs $38,300 Net Loss From Aug. 23 - Aug. 31
------------------------------------------------------------
Incoming, Inc., filed on November 12, 2010, its quarterly report
on Form 10-Q for the three and nine months ended August 31, 2010.

On August 23, 2010, Incoming acquired North American Bio-Energies
("NABE"), a bio-diesel plant in Lenoir, North Carolina, for
990,000 Class A common shares and 1,980,000 Class B common shares
valued at $975,914 on the date of acquisition.  NABE manufactures
and sells biodiesel to petroleum distributors.

Prior to the acquisition, Incoming had de minimis operations.  As
a result, predecessor financial statements are provided in
accordance with S-X Rule 8-02.

During the period August 24, 2010, through August 31, 2010, the
Company generated revenue in the amount of $2,291 and incurred net
losses of $38,323.  The Predecessor, during the period December 1,
2009, through August 23, 2010, generated revenue in the amount of
$543,211 and generated net income of $134,133.  The Predecessor
generated $269,799 in revenues during the nine months ended
August 31, 2009.  For the same period, the Predecessor incurred
net losses of $171,565.

The Company's balance sheet at August 31, 2010, showed
$1.9 million in total assets, $1.2 million in total liabilities,
and stockholders' equity of $717,192.

As of August 31, 2010, the Company had a working capital
deficiency of $280,379, and had accumulated a deficit of
$3.8 million.

"Its ability to continue as a going concern is dependent upon the
ability of the Company to generate profitable operations in the
future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due.  The outcome of these matters
cannot be predicted with any certainty at this time.  These
factors raise substantial doubt that the company will be able 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?6ecf

Headquartered in New York, Incoming, Inc. --
http://www.incominginc.com-- is a renewable energy company
engaged in the production and distribution of biodiesel and
renewable fuels.  The Company's current facility is located in
North Carolina and its  acquisition plan targets production
facilities in Brazil's emerging green energy market.


INSIGHT HEALTH: Posts $896,000 Net in Q3; Defaults Notes Payment
----------------------------------------------------------------
InSight Health Services Holdings Corp. filed its quarterly report
on Form 10-Q, reporting net income of $896,000 on $48.26 million
of total revenues for the three months ended Sept. 30, 2010,
compared with a net loss of $6.33 million on $50.14 million of
total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$140.10 million in total assets; $310.49 million in total current
liabilities; and $9.26 million in total long-term liabilities, and
a stockholder's deficit of $179.66 million.

The Company said it has a substantial amount of debt, which
requires significant interest and principal payments.  As of
September 30, 2010, it has total indebtedness of $298.1 million in
aggregate principal amount, including $293.5 million of floating
rate notes which come due in November 2011.  The Company elected
not to make the scheduled November 1, 2010, interest payment on
its floating rate notes in order to preserve its cash position.

As a result of the Company's not paying the scheduled November 1,
2010 interest payment, there is currently a default under the
indenture governing such notes. The 30-day grace period before
such non-payment constitutes an event of default under the
indenture will expire on December 1, 2010.  The non-payment of the
scheduled November 1, 2010, interest payment also constitutes an
event of default under the Company's revolving credit facility.

The Company said, "Because we are in default of our revolving
credit facility due to the non-payment of the interest and an
impermissible qualification, we may not be able to borrow on our
credit facility after December 1, 2010.  If we do not cure the
interest non-payment default that currently exists under the
indenture governing our floating rate notes on or prior to
December 1, 2010, an event of default will arise under such
indenture and the trustee or holders of at least 25% in principal
amount of the then outstanding floating rate notes could declare
the principal amount, and accrued and unpaid interest, on all
outstanding floating rate notes immediately due and payable,
therefore we have classified the notes as current.  In such an
event, we would likely need to seek protection under chapter 11 of
the Bankruptcy Code."

"In addition, we have suffered recurring losses from operations
and have a net capital deficiency that raises substantial doubt
about our ability to continue as a going concern.  Additionally,
the opinion of our independent registered public accounting firm
for our fiscal year ended June 30, 2010 contained an explanatory
paragraph regarding substantial doubt about our ability to
continue as a going concern.  Our revolving credit facility
requires us to deliver audited financial statements without such
an explanatory paragraph within 120 days following the end of our
fiscal year.  We were not able to deliver audited financial
statements for our fiscal year end without such an explanatory
paragraph, and as a result we are currently not in compliance with
the revolving credit facility because of an impermissible
qualification default.

"On September 20, 2010, we executed an amendment to our revolving
credit agreement with our lender whereby the lender has agreed to
forbear from enforcing the impermissible qualification default
under the agreement, as well as the interest payment default that
has since arisen, and allow us full access to the revolver until
December 1, 2010. If we have not remedied both the impermissible
qualification default and the interest payment default by December
1, 2010, our lenders could terminate their commitments under the
revolver and could cause all amounts outstanding thereunder, if
any, to become immediately due and payable.  We did not have any
borrowings outstanding on the revolver as of September 30, 2010
and do not currently have any borrowings outstanding on the
revolver.

"We currently have approximately $1.7 million outstanding in
letters of credit that would need to be cash collateralized in the
event our revolver is eliminated.  The amendment reduces the total
facility size from $30 million to $20 million and reduces the
letter of credit limit from $15 million to $5 million, and also
increases our interest rate on outstanding borrowings to Prime
+2.75% or LIBOR +3.75%, at our discretion.  The unused line fee is
increased to 0.75%.

"In any event, we will need to restructure or refinance all or a
portion of our indebtedness on or before maturity of such
indebtedness. In the event such steps are not successful in
enabling us to meet our liquidity needs or to restructure or
refinance our outstanding indebtedness when due, we would likely
need to seek protection under chapter 11 of the Bankruptcy Code.

"We have engaged Jefferies & Company and are working closely with
them to develop and finalize a restructuring plan to significantly
reduce our outstanding debt and improve our cash and liquidity
position. We are in discussions with holders of a significant
amount of the principal amount outstanding of our floating rate
notes regarding a possible restructuring of our floating rate
notes as part of our previously announced plan to develop and
finalize a restructuring plan to significantly reduce our
outstanding debt and improve our cash and liquidity position.
However we can give no assurances that we will be able to
restructure the floating rate notes on commercially reasonable
terms or on terms favorable to us, or at all.

"The floating rate notes mature in November 2011 and unless our
financial performance significantly improves, we can give no
assurance that we will be able cure the existing default under the
indenture governing the floating rate notes, meet our interest
payment obligations on the floating rate notes in the future,
refinance or restructure the floating rate notes on commercially
reasonable terms, or redeem or retire the floating rate notes when
due, which could cause us to default on our indebtedness, and
cause a material adverse effect on our liquidity and financial
condition.  Any such default would likely require us to seek
protection under chapter 11 of the Bankruptcy Code.  Any
refinancing of our indebtedness could be at higher interest rates
and may require us to comply with more restrictive covenants,
which could further restrict our business operations and have a
material adverse effect on our results of operations," said the
Company.

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

                       About InSight Health

Headquartered in Lake Forest, Calif., InSight Health Services
Holdings Corp. (OTC BB: ISGT) -- http://www.insighthealth.com/--
is a provider of retail and wholesale diagnostic imaging services.
The Company serves a diverse portfolio of customers, including
healthcare providers, such as hospitals and physicians, and
payors, such as managed care organizations, Medicare, Medicaid and
insurance companies, in over 30 states, including the following
targeted regional markets: California, Arizona, Texas, New
England, the Carolinas, Florida and the Mid-Atlantic states.

The Company's balance sheet at June 30, 2010, showed
$140.7 million in total assets, $321.3 million in total
liabilities, and a stockholders' deficit of $180.6 million.

                           *     *     *

PricewaterhouseCoopers LLP, in Orange County, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its results for the fiscal year ended
June 30, 2010.  The independent auditors noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency.

Standard & Poor's Ratings Services said that it lowered its
ratings on InSight Health Services Holding Corp. to 'D' because
the company decided to forego its Nov. 1 2010, interest payment on
its senior secured floating rate notes due 2011.


INT'L COMMERCIAL: Reports $194,700 Net Loss in 3rd Qtr. 2010
------------------------------------------------------------
International Commercial Television Inc. filed its quarterly
report on Form 10-Q, reporting a net loss of $194,686 on $881,459
of net sales for the three months ended Sept. 30, 2010, compared
with a net loss of $137,209 on $744,248 of net sales for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed $911,488
million in total assets, $1.78 million in total liabilities, and a
stockholder's deficit of $877,889.

The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern.
The Company noted that it generated negative cash flows from
operating activities in the nine month period ended September 30,
2010 of approximately $245,000, and the Company, for the most
part, has experienced recurring losses from operations.  The
Company had a negative working capital of approximately $776,000
and an accumulated deficit of approximately $6,009,000 as of
September 30, 2010.

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

                  About International Commercial

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

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


JBS SA: Higher Costs & Pricing Are Risks, Fitch Says
----------------------------------------------------
According to Fitch Ratings' 2011 Outlook for the Commodity Food
Industry, credit upside exists, despite rising inflationary
pressure and concerns about pricing.

Credit profiles improved meaningfully in 2010, free cash flow is
positive, liquidity is adequate and for most issuers debt
reduction remains a focus.  Fitch is concerned about operating
earnings declines in dairy and produce but is cautiously
optimistic that the protein industry can manage through a more
challenging cost environment.  Moderate pricing is anticipated for
commodity food companies but volume growth will vary across
categories.

'Credit upside exists for the industry in 2011, given that the
Rating Outlooks for Del Monte, Tyson and Smithfield are all
Positive,' said Carla Norfleet Taylor, Director at Fitch.  'Del
Monte and Tyson are investment grade candidates, and Smithfield
could be upgraded within the 'B' category if hog production stays
profitable and deleveraging continues.  The Rating Outlook for
Dean Foods, however, could be revised to Negative if the current
trajectory of operating earnings declines continues.'

Fitch views supply levels as the primary factor for commodity food
pricing in 2011, due to limited brand strength for the industry,
value-seeking consumers, and retailer pushback within certain food
categories.  Higher than expected corn, fuel and fluid raw milk
costs or weaker than expected pricing due to increased supply or
weak global demand would be negative for the industry.

High feed costs should curb protein production while exports are
expected to grow despite reduced demand from Russia.  Volatility
around European banana supply and pricing, which historically
occurs around changes in tariffs, remains a risk for global fresh
produce firms but 2011 should be a better year for prices.
Private label penetration and negative mix shift have reduced
margins for milk processors and Fitch expects excess capacity and
competition to limit price increases.

Modest pricing, operating efficiencies, and effective hedging
should partially mitigate margin compression for commodity food
companies.  However, significant reductions in operating cash
flow, negative FCF, and concerns about liquidity along with
violations of financial covenants could result in Outlook
revisions and or downgrades.

The full report '2011 Outlook: Commodity Food; Credit Upside
Exists but Inflationary Cost Pressures and Pricing Concerns Rise'
is available on the Fitch Ratings web site 'www.fitchratings.com.'

These companies are covered by this outlook:

  -- Tyson Foods, Inc. ('BB+'; Outlook Positive);
  -- Smithfield Foods, Inc. ('B-'; Outlook Positive);
  -- JBS S.A. ('BB-'; Outlook Stable)
  -- Dean Food Co. Inc. ('B+'; Outlook Stable);
  -- Dole Food Co. Inc. ('B'; Outlook Stable);
  -- Del Monte Foods Co. ('BB+'; Outlook Positive).


JOHN LUNDY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: John R. Lundy
                 aka John Russell Lundy
               Mary Alice M. Lundy
               P.O. Box 6931
               Jacksonville, FL 32236

Bankruptcy Case No.: 10-09942

Chapter 11 Petition Date: November 15, 2010

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

Judge: Jerry A. Funk

Debtors' Counsel: Albert H. Mickler, Esq.
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  E-mail: cmickler_32277@yahoo.com

Scheduled Assets: $642,928

Scheduled Debts: $1,331,878

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-09942.pdf

Debtor-affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Lundy's Tire Service, Inc             10-7724             09/01/10


JU VILLA: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------
Debtor: JU Villa Del Mar Apartments, LLC
        aka Villa Del Mar, Apartments
        P.O. Box 22546
        Oklahoma City, OK 73123

Bankruptcy Case No.: 10-16842

Chapter 11 Petition Date: November 11, 2010

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Niles L. Jackson

Debtor's Counsel: G. Rudy Hiersche, Jr., Esq.
                  HIERSCHE LAW FIRM
                  105 North Hudson
                  Hightower Building, Suite 300
                  Oklahoma City, OK 73102
                  Tel: (405) 235-3123
                  E-mail: rudy@hlfokc.com

Scheduled Assets: $6,081,200

Scheduled Debts: $4,963,653

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/okwb10-16842.pdf

The petition was signed by Lew McGinnis, president of Macco Prop.
Inc., managing member.


K-V PHARMA: Delays Filing of Form 10-Q for September 30 Quarter
---------------------------------------------------------------
In a regulatory filing Friday, K-V Pharmaceutical Company
disclosed that its quarterly report on Form 10-Q for the period
ended September 30, 2010, could not be filed within the prescribed
time period.  The Company has also not filed its quarterly report
for the period ended June 30, 2010, and its annual report for the
fiscal year ended March 31, 2010.

The Company expects that the report of its independent registered
public accounting firm on its annual consolidated financial
statements likely will include an explanatory paragraph disclosing
the existence of substantial doubt regarding the Company's ability
to continue as a going concern.  The Company does not expect that
the substantial doubt will be resolved as of the end of the period
covered by the Form 10-Q for the quarter ended September 30, 2010.

                     About K-V Pharmaceutical

Bridgeton, Mo.-based K-V Pharmaceutical Company (NYSE: KVa/KVb)
-- http://kvpharmaceutical.com/-- is a fully-integrated specialty
pharmaceutical company that develops, manufactures, markets and
acquires technology-distinguished branded prescription products.
The Company markets its technology-distinguished products through
Ther-Rx Corporation, its branded drug subsidiary.

On March 2, 2009, the Company entered into a consent decree with
the FDA regarding the Company's drug manufacturing and
distribution, which was entered by the U.S. District Court,
Eastern District of Missouri, Eastern Division on March 6, 2009.
The consent decree requires, among other things, that, before
resuming manufacturing, the Company retain and have an independent
expert undertake a review of the Company's facilities and certify
compliance with the FDA's current good manufacturing practice
regulations.

The Company's balance sheet as of December 31, 2009, showed
$584.46 million in total assets, $440.86 million in total
liabilities, and stockholders' equity of $143.60 million.


KANTILAL MADHVANI: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Kantilal J. Madhvani
          aka Ken Madhvani
              Kenneth Madhvani
        19144 Bainter Avenue
        Los Gatos, CA 95030

Bankruptcy Case No.: 10-61812

Chapter 11 Petition Date: November 15, 2010

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

Judge: Arthur S. Weissbrodt

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

Scheduled Assets: $4,921,767

Scheduled Debts: $5,846,250

A list of the Debtor's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-61812.pdf


KOJIS SIGNS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Kojis Signs, LLC
        P.O. Box 657
        Bunkie, LA 71322
        Tel: (318) 346-6509

Bankruptcy Case No.: 10-81780

Chapter 11 Petition Date: November 15, 2010

Court: U.S. Bankruptcy Court
       Western District of Louisiana (Alexandria)

Debtor's Counsel: Bradley L. Drell, Esq.
                  P.O. Box 6118
                  Alexandria, LA 71307-6118
                  Tel: (318) 445-6471
                  E-mail: bdrell@goldweems.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/lawb10-81780.pdf

The petition was signed by Jerry Weil, CFO.


LAND VENTURES: Breach of Contract Suit v. Farm Credit Dismissed
---------------------------------------------------------------
The Hon. William R. Sawyer dismisses Land Ventures for 2, LLC, v.
Farm Credit of Northwest Florida, ACA (Bankr. M.D. Ala. Adv. Pro.
No. 10-03048), at the defendant's behest.  The Complaint accuses
Farm Credit of misrepresentation, suppression, and a breach of
contract.  The counts arise from a series of discussions the
Debtor and Farm Credit had regarding modifying the Debtor's
mortgage, prior to the Debtor filing bankruptcy.

The breach of contract claim arises out of an alleged oral loan
modification.  Judge Sawyer says any subsequent loan modification
must be made in writing and the statute of frauds in both Alabama
and Florida is a valid affirmative defense that bars relief.
Judge Sawyer also holds that the claims for misrepresentation and
suppression fail to reach the level of particularity required
under Fed.R.Civ.P 9(b).  He says the Complaint leaves little
direction as to which state law would be applicable if the case
were to proceed.

A copy of Judge Sawyer's Memorandum Decision, dated November 12,
2010, is available at http://is.gd/hhtBGfrom Leagle.com.

Based in Defuniak Springs, Florida, Land Ventures for 2, LLC,
filed for chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case
No. 10-30651) on March 16, 2010.  Judge William R. Sawyer presides
over the case.  Michael A. Fritz, Sr., Esq., at Fritz & Hughes,
LLC, in Montgomery, Alabama, serves as the Debtor's bankruptcy
counsel.  In its schedules, the Company disclosed $3,162,500 in
assets and $1,294,980 in debts.


LEHMAN BROTHERS: $2.1 Billion in Claims Change Hands in October
---------------------------------------------------------------
One-hundred seventy one claims totaling more than $2.1 billion
and EUR1.695 million changed hands in Lehman Brothers' bankruptcy
cases in October 2010.  Among the largest claims traded were:

Transferor           Transferee          Claim No.  Claim Amount
----------           ----------          ---------  ------------
Nomura International CVI GVF (Lux)          22672    $371,794,529
                     Master Sarl

Federal Home Loan    Merrill Lynch Credit   19173     175,000,000
Bank of Atlanta      Products LLC

Caixa Geral de       Cantor Fitzgerald       2430     100,148,932
Depositos S.A.       Securities

Merrill Lynch Credit Varde Investment       19173      70,000,000
Products LLC         Partners L.P.

Lehman Brothers      CVI GVF Luxembourg     33061      52,181,600
(Luxembourg) Equity  Twelve S.a.r.l.
Finance S.A.

Midwest Generation   Barclays Bank PLC      16612      47,132,903

Merrill Lynch Credit SPCP Group LLC         19174      45,000,000
Products LLC

The Bank of Nova     Deutsche Bank AG       42540      45,000,000
Scotia               London

Alpha Bank A.E.      JPMorgan Chase         56862      35,499,611
                    Bank N.A.

Intesa Sanpaolo      Goldman Sachs Lending  11021      33,673,833
S.p.A.               Partners LLC

                       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: Creditors Panel Backs 2011 Incentive Program
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Lehman Brothers
Holdings Inc.'s Chapter 11 cases has expressed support for
approval of the Debtors' program to pay bonuses in 2011 to
employees involved in unwinding their derivatives
business.

The program, which they call "derivatives employee incentive
plan," offers a performance-based bonus pool of up to
$15 million, plus $15 million that has yet to be earned under
an incentive program previously approved by the Court.

"The 2011 incentive plan provides the Committee with considerable
oversight authority which it will exercise to ensure that the
program is implemented in a manner that balances its objectives
with a particular view to minimizing the administrative costs to
the estates," says the Committee's lawyer, Dennis Dunne, Esq., at
Milbank Tweed Hadley & McCloy LLP, in New York.

Mr. Dunne adds that the incentive plan will also create benefits
that outweigh both its costs and the amounts that would otherwise
be incurred to hire and train new employees.

The Debtors estimate that about 175 employees will be required in
2011 to wind down their derivatives business.   Of this, 150
employees will work full-time while the rest will work part-time.


LEHMAN BROTHERS: Partnership Puts Archstone Apartment for Sale
---------------------------------------------------------------
A Lehman Brothers partnership has put an Archstone apartment
property in suburban Washington back on the market, according to
a November 10 report by Bloomberg News.

The 539-unit Archstone Crystal Plaza, in Arlington, Virginia, was
valued at $130 million in 2007 when Lehman Brothers and Tishman
Speyer of New York assumed it through their $22 billion buyout of
Archstone, an apartment REIT in Colorado.  Bids for the core
property are expected to come in above that level given the
current surge of investor interest in the greater Washington
apartment market, Bloomberg News reported.

Archstone Crystal Plaza was one of four Archstone properties that
went under contract in 2008 for sale to a joint venture led by
Ross Development of Bethesda, Maryland.  The deal, however, was
scuttled by Lehman Brothers' bankruptcy filing.

The bankruptcy court overseeing Lehman Brothers' case has
authorized sales of some Archstone properties including the 884-
unit Archstone Gateway in California.  The fate of the rest of
the Archstone portfolio remains unclear, according to the report.

                       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: Says No Insurance Funds Available for Fogarazzo
----------------------------------------------------------------
Lehman Brothers Holdings Inc. asked U.S. Bankruptcy Judge James
Peck to deny a motion filed by a group led by Lawrence Fogarazzo,
saying there are no proceeds available under any of its insurance
policies to pay the claims of the group.

The group earlier moved the Court to lift the automatic stay to
allow advancement under Lloyd's of London's insurance policy to
pay its claims against Lehman Brothers Inc. in a securities fraud
action.

Lloyd's is one of the firms tapped by LBHI to provide insurance
coverage to former and incumbent directors and officers who are
facing various lawsuits, some of which stemmed from the company's
bankruptcy filing.

Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
said there are no proceeds available under Lehman's insurance
policies to satisfy the claims, and that the policies that could
have provided coverage had been terminated in 2004.  He added
that no one from the group has filed a claim against LBHI and its
affiliated debtors.

The Official Committee of Unsecured Creditors and Lloyd's of
London also blocked the approval of the motion.

The Creditors Committee argued that the group "failed to
demonstrate that the requisite cause exists to lift the automatic
stay" and that it merely relied on "unsupported allegations" that
the insurance policy issued by Lloyd's of London is not property
of Lehman estate.

For its part, Lloyd's of London said that the securities fraud
action is currently stayed against LBI, the broker-dealer unit
that was sold to a U.K. bank, and that none from the group has
sought relief from the automatic stay in LBI's liquidation
proceeding.

The Fogarazzo group defended its move to lift the stay, saying it
would allow advancement under the policy to compensate its
members who suffered as a result of LBI's actions.  It also
argued that the Lehman estates would suffer no harm as the group
seeks only to avail of the resources available to it under the
insurance policy.

                       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)


LOEHMANN'S CAPITAL: Moody's Downgrades Default Rating to 'D'
------------------------------------------------------------
Moody's Investors Service lowered Loehmann's Capital Corporation's
Probability of Default Rating to D from Ca/LD and affirmed the
company's Corporate Family Rating at Ca.

Ratings lowered:

  -- Probability of Default Rating to D from Ca/LD

Ratings affirmed:

  -- Corporate Family Rating at Ca;

  -- $20 million Class A senior secured floating rating notes at
     Ca (LGD4, 50%)

  -- $55 million Class A 12% senior secured notes at Ca (LGD4,
     50%)

  -- $35 million Class B senior secured notes at C (LGD6, 90%)

  -- Speculative grade liquidity rating at SGL-4.

                        Ratings Rationale

The downgrade of Loehmann's Probability of Default Rating to D
follows the company's November 15, 2010 announcement that it has
filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code.
Concurrently, the company's Corporate Family Rating was affirmed
at Ca, reflecting the recent event of default, and prospect of
recovery through reorganization.

Subsequent to the actions, all ratings will be withdrawn.  Moody's
will withdraw the ratings because the issuer has entered
bankruptcy.

Loehmann's Capital Corporation, headquartered in The Bronx, New
York, is an off-price retailer of apparel, accessories, and shoes.


LOEHMANN'S HOLDINGS: Filing of Schedules Extended Until Jan. 14
---------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York extended, at the behest of
Loehmann's Holdings, Inc., et al., the deadline for the filing of
schedules of assets and liabilities, schedules of current income
and expenditures, statements of financial affairs, and statements
of executor contracts and unexpired leases for 60 days, until
January 14, 2011.

The Debtors said that they have begun compiling the information
that will be required to complete the Schedules and Statements,
but as a consequence of the size and complexity of their business
operations, the number of creditors and the geographical spread of
their operations, they have not yet finished this process.  The
Debtors need additional time to complete the schedules and
statements, given the numerous critical operational matters that
the Debtors' accounting and legal personnel must address in the
initial phase of the Chapter 11 Cases, and the volume of
information that must be included in the Schedules and Statements.

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

Loehmann's filed for Chapter 11 bankruptcy protection on
November 15, 2010 (Bankr. S.D.N.Y. Case No. 10-16077).  It
estimated its assets and debts at $100 million to $500 million.

Affiliates Loehmann's Inc. (Bankr. S.D.N.Y. Case No. 10-16078),
Loehmann's Operating Co. (Bankr. S.D.N.Y. Case No. 10-16079),
Loehmann's Real Estate Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16080), and Loehmann's Capital Corp. (Bankr. S.D.N.Y. Case No.
10-16081) filed separate Chapter 11 petitions.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, assist the
Debtors in their restructuring efforts.

Perella Weinberg Partners LP is the Debtors' investment banker and
financial advisor.  Clear Thinking Group LLC is the Debtors'
restructuring adviser.  Troutman Sanders LLP is the Debtor's
special corporate counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims and notice agent.


LOEHMANN'S HOLDINGS: Taps Togut Segal as Bankruptcy Counsel
-----------------------------------------------------------
Loehmann's Holdings, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Togut, Segal & Segal LLP as bankruptcy counsel, nunc pro
tunc to the date of commencement of the Debtors' cases.

Togut Segal will, among other things:

     (a) attend meetings and negotiate with representatives of
         creditors and other parties in interest;

     (b) take necessary action to protect and preserve the
         Debtors' estates, including prosecuting actions on the
         Debtors' behalf, defending any action commenced against
         the Debtors and representing the Debtors' interests in
         negotiations concerning litigation in which the Debtors
         are involved, including, but not limited to, objections
         to claims filed against the estates;

     (c) prepare on the Debtors' behalf motions, applications,
         adversary proceedings, answers, orders, reports and
         papers necessary to the administration of the estates;
         and

     (d) advise the Debtors in connection their proposed plan of
         reorganization as set forth in the Restructuring Support
         Agreement and any alternative restructuring transaction;

Togut Segal will be paid based on the rates of its professionals:

         Partners                     $800-$935
         Associates                   $275-$720
         Counsel                      $275-$720
         Paralegals                   $145-$285
         Law Clerks                   $145-$285

Frank A. Oswald, Esq., a member at Togut Segal, assures the Court
that the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

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

Loehmann's filed for Chapter 11 bankruptcy protection on
November 15, 2010 (Bankr. S.D.N.Y. Case No. 10-16077).  It
estimated its assets and debts at $100 million to $500 million.

Affiliates Loehmann's Inc. (Bankr. S.D.N.Y. Case No. 10-16078),
Loehmann's Operating Co. (Bankr. S.D.N.Y. Case No. 10-16079),
Loehmann's Real Estate Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16080), and Loehmann's Capital Corp. (Bankr. S.D.N.Y. Case No.
10-16081) filed separate Chapter 11 petitions.

Perella Weinberg Partners LP is the Debtors' investment banker and
financial advisor.  Clear Thinking Group LLC is the Debtors'
restructuring adviser.  Troutman Sanders LLP is the Debtor's
special corporate counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims and notice agent.


LOEHMANN'S HOLDINGS: To Get $6-Mil. Financing on Interim
--------------------------------------------------------
Loehmann's Holdings, Inc., et al., sought and obtained
authorization from the Hon. Robert E. Gerber of the U.S.
Bankruptcy Court for the Southern District of New York to obtain
postpetition secured financing from a syndicate of lenders led by
Crystal Financial LLC as administrative agent, and to use the cash
collateral.

The DIP lenders have committed (i) on an interim basis, up to the
aggregate committed amount of $6 million; and (ii) on a final
basis, up to the aggregated committed amount of $45 million.  A
copy of the DIP financing agreement is available for free at:

http://bankrupt.com/misc/LOEHMANN'S_HOLDINGS_dipfinancingpact.pdf

The Debtors will use the money to repay amounts outstanding under
the Prepetition Credit Agreement and to fund disbursements
incurred in connection with the Chapter 11 case in accordance with
the DIP budget, including without limitation, payment to essential
vendors, warehousemen and freight handlers as approved by the
Court.  The Debtors are also authorized to use all of their funds,
including the contents of all of the deposit accounts and
securities accounts, all proceeds, products, rents, issues or
profits of any collateral and any other Cash Collateral in
accordance with the DIP Budget.

The Debtors will prepay 3% of the aggregate loan commitments,
payable if the revolving loan commitments are terminated prior to
one year from the Petition Date pursuant to the same formula as
provided for in the Prepetition Credit Agreement.  Upon entry of
the final court order, any prepayment fee that is due under the
Prepetition Credit Agreement will be waived.

The Debtors will also pay an amount equal to the sum of:

     a. 90% of the book value of Eligible Credit Card Receivables;

     b. 90% of the book value of Eligible Magazine Subscription
        Receivables at such time;

     c. 90% of the book value of Eligible Inventory multiplied by
        the NOLV Factor; and

     d. 90% of the book value of Eligible In-Transit Inventory and
        Eligible LC Inventory, multiplied by the NOLV Factor.

The DIP facility will mature in November 2011.  The DIP facility
will incur interest at LIBOR + 8.5%.  In the event of default, the
Debtors will pay an additional 3% default interest per annum.

The DIP lien is subject to a carve-out, which consists of:
(i) Carve-Out Pre-Default: all professional fees and disbursements
incurred by the professionals retained by the Debtors and any
statutory committees appointed in the Chapter 11 cases from the
Petition Date set forth in the DIP Budget until the occurrence and
continuation of an Event of Default, and all fees payable to the
U.S. Trustee, up to the amount of $950,000; (ii) Post-Default:
(a) $350,000 for professional fees and disbursements incurred by
the professionals retained by the Debtors and any statutory
committees appointed in the Cases for services rendered after
receipt by the Debtors, its counsel, counsel to any statutory
committee and U.S. Trustee fees of a notice of Event of Default,
including burial expenses for a Chapter 7 trustee if the cases are
converted.

The Committee will be authorized to use up to $50,000 of the
Carve-Out to investigate the validity of the prepetition secured
parties' liens.

The Debtors are required to pay a host of fees to the DIP Agent,
including: (i) Commitment and Arrangement Fee of $500,000, payable
$250,000 on the Closing Date and $250,000 upon entry of the final
borrowing order, in consideration of the DIP Facility and a
commitment to provide exit financing; (ii) Unused Commitment Fee
that is 0.5% annually of the amount of the unused portion of the
DIP Facility; (iii) Letter of Credit Fees that is equal to LIBOR +
8.5%; and (iv) $65,000 Monitoring Fee.

The DIP Secured Parties will receive perfected liens and security
interests on the Credit Parties' respective existing and after
acquired property and assets.  The liens on the DIP Collateral
will prime the liens currently securing the prepetition
obligations except for the collateral securing the Debtors'
obligations under the lease agreement, but will be subject to all
other valid and enforceable senior liens of record, and to the
Carve-Out.

All of the DIP Obligations will constitute first-priority
administrative expense claims against each of the Debtors, with
priority over any and all administrative expenses, adequate
protection superpriority claims and all other claims against the
Debtors or their estate.

Within 30 days from the Petition Date, the Debtors must have final
authorization from the Court on their request to obtain DIP
financing.  Within 45 days from the Petition Date, the Debtors
must obtain final court authorization extending the Debtors' time
to assume or reject each of its real property leases until 210
days after the Petition Date.

By December 1, 2010, the Credit Parties must have filed with the
Court a Plan of Reorganization and Disclosure Statement, each in
form and substance satisfactory to the Agent.

By January 14, 2011, the Debtors must obtain court authorization
for the Disclosure Statement respecting the Plan of Reorganization
by January 7, 2011.

The Credit Parties must have already filed a motion seeking
authorization from the Court to conduct a permitted sale of all or
substantially all of Credit Parties' assets, which motion will be
in form and substance satisfactory to the Agent.  By February 7,
2011, the Court must have entered an order confirming the Credit
Parties' Plan of Reorganization.  By February 18, 2011, the
effective date of the Plan of Reorganization must occur.

By February 23, 2011, the Court must have entered a final order,
in form and substance satisfactory to Agent, authorizing the
Credit Parties to engage in a permitted sale of all or
substantially all of its assets, which sale will be completed
within 60 days from the date of the order.

As adequate protection to the prepetition secured parties for any
diminution in the value of their respective prepetition collateral
resulting from the priming of their liens by the liens in favor of
the DIP secured parties granted under the DIP Facility, the
prepetition agent, on behalf of the prepetition secured parties,
will be granted replacement liens on, and security interests in
the prepetition collateral, prepetition superpriority claims and
adequate protection payments, subject only to (1) the liens on,
and security interests in, the DIP collateral granted to the DIP
secured parties under the DIP Facility, the interim court order
and the final court order, as the case may be, and (2) the Carve-
Out.

The Court has set a final hearing for December 6, 2010, at
9:45 a.m. prevailing Eastern time, on the Debtors' request to
obtain DIP financing and use cash collateral.

The DIP Agent and DIP Lenders are represented by Proskauer Rose
LLP.

                    About Loehmann's Holdings

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

Loehmann's filed for Chapter 11 bankruptcy protection on
November 15, 2010 (Bankr. S.D.N.Y. Case No. 10-16077).  It
estimated its assets and debts at $100 million to $500 million.

Affiliates Loehmann's Inc. (Bankr. S.D.N.Y. Case No. 10-16078),
Loehmann's Operating Co. (Bankr. S.D.N.Y. Case No. 10-16079),
Loehmann's Real Estate Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16080), and Loehmann's Capital Corp. (Bankr. S.D.N.Y. Case No.
10-16081) filed separate Chapter 11 petitions.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, assist the
Debtors in their restructuring efforts.

Perella Weinberg Partners LP is the Debtors' investment banker and
financial advisor.  Clear Thinking Group LLC is the Debtors'
restructuring adviser.  Troutman Sanders LLP is the Debtor's
special corporate counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims and notice agent.


LOTTOMATICA GROUP: Moody's Assigns 'Ba2' Rating to EUR300MM Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to Lottomatica's
proposed five or seven year EUR500 million notes and a Ba2 rating
to a proposed EUR300 million subordinated interest-deferrable
capital securities due 2070.  Moody's also upgraded the rating of
Lottomatica's EUR750 million subordinated interest-deferrable
capital securities due 2066 to Ba2 from Ba3.  The upgrade reflects
a reconsideration of notching in light of recent changes to
Moody's Hybrid Tool Kit which is a framework for classifying
hybrid securities based on their relative debt and equity
characteristics.

                        Ratings Rationale

The Ba2 rating on the two subordinated interest-deferrable capital
securities is two notches below Lottomatica's Baa3 senior
unsecured rating reflecting (i) the existing and proposed
securities' subordinated ranking in liquidation, and (ii) the
issuer's option to defer interest payments on a cumulative basis
if no dividends on ordinary and preferred shares have been paid in
the preceding three months.

Lottomatica's Baa3 senior unsecured rating reflects the company's
solid market position in the global lottery gaming market, its
position as the market leader in the Italian gaming industry, its
solid profitability, its strong track record of winning and
retaining new contracts, and its good growth prospects
internationally.  Key credit risks include higher leverage in 2010
due to debt incurred to finance growth and contract renewals.
Ratings are also tempered by the slow growth of US lottery sales
and slower than anticipated growth in instant tickets in Italy.

The stable outlook reflects Moody's expectation for modest sales
and earnings growth from existing lottery contracts, contract
extensions and rebids, and net new contracts.  It also reflects
the company's stated commitment to its current rating and Moody's
expectation that Lottomatica will continue to address its upcoming
refinancing needs well in advance of maturities.

Lottomatica's ratings could be upgraded if debt to EBITDA and
EBITDA-capex/interest expense were to sustainably improve to below
2.5 times and above 5.0 times, respectively.  Ratings could be
downgraded if Lottomatica's operating performance weakens or its
financial policies become more aggressive.  Specifically, ratings
could be downgraded if the company's debt/EBITDA appears likely to
remain above 3.25 times for a sustained period, EBITDA-capex to
interest dropped below 2.5 times or retained cash flow to net debt
declined below 10%.

Ratings assigned:

Lottomatica Group S.p.A.

  -- EUR500 million five or seven year senior unsecured guaranteed
     notes at Baa3

  -- EUR300 million subordinated interest-deferrable capital
     securities due 2070 at Ba2

Rating upgraded:

  -- EUR750 million subordinated interest-deferrable capital
     securities due 2066 to Ba2 from Ba3

Ratings affirmed:

  -- EUR750 senior unsecured guaranteed notes due 2016 at Baa3

GTECH Corporation

  -- Senior unsecured guaranteed term loans due 8/29/2012 at Baa3

  -- Senior unsecured guaranteed revolving credit facilities due
     8/29/2012 at Baa3

Lottomatica Group S.p.A. is a global operator and supplier of
online lottery systems, is the sole concessionaire of the world's
largest lottery in Italy, and has a growing presence in instant
ticket printing and sports betting.  Lottomatica Group S.p.A. is
majority owned by the De Agostini Group, a publishing, media, and
financial services company.


LOUIS JONES: Voluntary Chapter 11 Case Summary
----------------------------------------------
Joint Debtors: Louis E. Jones
               Wanda Perry
               15 Peacock Circle
               American Canyon, CA 94503

Bankruptcy Case No.: 10-14397

Chapter 11 Petition Date: November 15, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Debtors' Counsel: James A. Shepherd, Esq.
                  LAW OFFICES OF JAMES SHEPHERD
                  514 El Cerrito Plaza
                  El Cerrito, CA 94530-4006
                  Tel: (510) 527-9600
                  E-mail: Jim@JSBankruptcyLaw.com

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

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

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

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Perry & Jones, Inc.                   --                  11/15/10


M & H CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: M & H Construction, Inc.
        480 Airport Industrial Drive
        Southaven, MS 38671

Bankruptcy Case No.: 10-32470

Chapter 11 Petition Date: November 12, 2010

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Jennie D. Latta

Debtor's Counsel: Jonathan E. Scharff, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  E-mail: jscharff@harrisshelton.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnwb10-32470.pdf

The petition was signed by James M. Harris, Jr., president.


MARK WYNNE: Chapter 11 Reorganization Case Dismissed
----------------------------------------------------
The Hon. Leif M. Clark of U.S. Bankruptcy Court for the Western
District of Texas dismissed the Chapter 11 cases of Mark Allen
Wynne, and Premier General Holdings, LTD.

The Debtors are ordered to pay the U.S. Trustee, the respective
quarterly fees then due and owing, if any; and any noticing fees
which are due and payable from the respective estates.

San Antonio, Texas-based Mark Allen Wynne filed for Chapter 11
bankruptcy protection on March 29, 2010 (Bankr. W.D. Texas Case
No. 10-51127).  Law Offices of William B. Kingman, P.C. assists
the Debtors in their restructuring efforts.

These affiliates of the Debtor filed separate Chapter 11
petitions: (i) Premier General Holdings, LTD (Case No. 10-50606)
on February 19, 2010; and (ii) Premier General Holdings, LTD (Case
No. 10-51005) on March 17, 2010.


MEDIACOM COMMUNICATIONS: Fitch Puts 'B+' Rating on Negative Watch
-----------------------------------------------------------------
Fitch Ratings has placed the 'B+' Issuer Default Rating for
Mediacom Communications Corporation and its wholly owned
subsidiaries Mediacom LLC and Mediacom Broadband LLC on Rating
Watch Negative.  Additionally Fitch has placed specific issue
ratings assigned to the company's senior secured and senior
unsecured debt, as listed at the end of this release, on Rating
Watch Negative.  Approximately $3.4 billion of debt outstanding as
of Sept. 30, 2010 is affected by Fitch's actions.

Fitch's rating actions follow Mediacom's announcement that the
company entered into a merger agreement with Rocco B. Commisso,
Mediacom's founder and chief executive officer, and an entity
created by Commisso, whereupon closing of the merger all of the
outstanding shares of Mediacom's class A common stock not owned by
Commisso will be converted into $8.75 per share in cash taking
MCCC private under Commisso's ownership.  Fitch estimates that the
cash requirements to close the merger agreement will be
approximately $360 million.  The merger, which is subject to the
receipt of approval of holders of a majority of Mediacom's
outstanding class A shares not owned by Commisso and other usual
closing conditions, is expected to close during the first half of
2011.  Fitch expects the transaction will be funded through a
combination of borrowings under the company's existing credit
facilities and existing cash balances.

From Fitch's view the transaction initially will weaken Mediacom's
credit profile and stress the company's ability to generate free
cash flow relative to Fitch's expectations.  Assuming the
transaction as currently contemplated is completely debt financed,
leverage for the last 12-month period ending Sept. 30, 2010, would
increase to 6.85 times, which is outside of Fitch's expectations
given the current rating category.  A key consideration during
Fitch's review of the transaction include the extent to which
Mediacom will utilize its borrowing capacity under its subsidiary
revolvers to fund the transaction, the company's financial
strategy as a private company as well as its commitment to use
expected free cash flow generation to reduce leverage to a level
more reflective of its current rating.  Prior to the company's
announcement, Fitch expected that Mediacom's leverage would
approximate 6.0x by year-end 2010 (from 6.2x as of the LTM period
ending Sept. 30, 2010) and improve to 5.7x by the end of 2011
while continuing to generate positive free cash flow during this
timeframe.

On a collective basis the borrowing capacity under Mediacom's two
subsidiary revolving credit facilities totalled approximately
$731 million as of Sept. 30, 2010, which when combined with
$127.9 million cash provides the company with more than sufficient
liquidity to fund the transaction as currently contemplated and
address the company's ongoing liquidity requirements, including
$7 million of scheduled amortization during the balance of 2010,
and $26 million of annual amortization during 2011 through 2014.

Overall, Mediacom's ratings incorporate the company's relatively
stable operating profile considering the competitive operating
environment, in addition to weak housing and high unemployment
trends.  While Mediacom's service penetration levels and average
revenue per unit profile continue to trail industry leaders as
well as comparable rural oriented cable operators, Fitch
acknowledges potential growth and operating profile enhancements
that can be captured by increasing service penetration levels.

Rating concerns center on the company's high leverage relative to
its peer group and other larger cable multiple system operators
(MSOs), Mediacom's ability to maintain its competitive position
relative to the threat posed by the direct broadcast satellite
(DBS) operators, and the limited fiber-to-the-node build by Qwest
Communications International, Inc. (Qwest).  Additional concerns
center on Mediacom's ability to maintain an appropriate balance
between subscriber unit growth and promotional discounting to
maximize operating margins and free cash flow generation, as well
as growing retail revenues beyond the company's core 'triple-play'
service offering.  Fitch points out that event risks related to
how Mediacom intends to use borrowing capacity existing on its
revolvers and free cash flow generation are elevated within the
company's overall credit profile.

Fitch has placed these ratings on Rating Watch Negative:

Mediacom Communications Corporation

  -- Issuer Default Rating 'B+'.

Mediacom Broadband LLC

  -- IDR to 'B+';
  -- Senior unsecured 'B/RR5'.

Mediacom LLC

  -- IDR to 'B+';
  -- Senior unsecured 'B/RR5'.

Mediacom Illinois LLC
Mediacom Arizona LLC
Mediacom Indiana LLC
Mediacom California LLC
Mediacom Minnesota LLC
Mediacom Delaware LLC
Mediacom Wisconsin LLC
Mediacom Southeast LLC
Mediacom Iowa LLC
Zylstra Communications Corporation

  -- IDR 'B+';
  -- Senior secured 'BB+/RR1'.

MCC Georgia, LLC
MCC Illinois, LLC
MCC Iowa, LLC
MCC Missouri, LLC

  -- IDR 'B+';
  -- Senior secured 'BB+/RR1'.


METRO-GOLDWYN-MAYER: Investors' Break-Up Fee to Have Admin. Status
------------------------------------------------------------------
Judge Stuart Bernstein issued an order granting administrative
expense status to the break-up fee and expenses payable under an
investment agreement between MGM Holdings Inc. and a group of
investors.

In his order dated November 12, 2010, Judge Bernstein authorized
MGM Holdings to pay the break-up fee and expenses in full if it
accepts a rival restructuring proposal and if it terminates or
rejects the investment agreement.

The investment agreement was hammered out by MGM Holdings,
Spyglass, C/G Acquisition LLC, Cypress Entertainment Group Inc.,
and Garoge Inc. in connection with their restructuring proposal
to convert about $5 billion of claims of lenders under a 2005
credit agreement into 100% of the equity in a restructured MGM
Holdings.

Under the investment agreement, MGM Holdings is required to pay
the investors a break-up fee of $4 million and reimburse them up
to $500,000, for their expenses in case it accepts a rival
restructuring proposal and terminates or rejects the investment
agreement.

The November 12 order also includes a provision granting
administrative expense status to the fees and expenses MGM
Holdings agreed to pay to the investors pursuant to a
September 3, 2010 letter of intent.

Any payment to be made will be subject to the requirements
imposed on MGM Holdings and its affiliated debtors under any
approved order regarding the use of cash collateral, according to
the court order.

At the November 12 hearing, Judge Bernstein asked MGM's lawyer,
Jay Goffman, Esq., at Skadden Arps Slate Meagher & Flom LLP, if
the breakup-fee agreement could be triggered if a better offer is
made for the movie studio, or if it already had been triggered by
the non-material changes to MGM's reorganization plan that were
made under an agreement with Carl Icahn.

Mr. Goffman told the bankruptcy judge the fee has not been
triggered and the company does not expect it to be, according to
a November 15 report by Providence Business News.

                 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: Shanghai Film May Pursue Ownership
-------------------------------------------------------
Shanghai Film Group Corp. may purchase partial or entire equities
of Metro-Goldwyn-Mayer Studios Inc., according to a November 15,
2010 report by China Knowledge Online.

Shanghai Film Group President Ren Zhonglun did not deny reports
about the rumored acquisition and said that the Chinese company
is in talks to acquire several cinemas in the eastern regions of
the United States, China Knowledge reported.

Shanghai Film Group is a film, animation and documentary
production company owned by Shanghai Media & Entertainment Group.
Its studios in China include Shanghai Film Studio, Shanghai
Animation Film Studio, Shanghai Documentary Film Studio and
Shanghai Dubbing Studio.

Earlier, Zhou Tiedong, president of China Film Promotion
International of the China Film Group, said that a Chinese
company wants to buy a stake of MGM and that the U.S. law firm
Kaye Scholer LLP is taking care of it.

Mr. Tiedong did not identify the company but speculation pointed
to private entertainment group Huayi Brothers Media Group or
Polybona Film Distribution Co Ltd., China Daily reported.

Huayi denied that it has any intention to acquire an MGM stake
but Polybona President Yu Dong gave an ambiguous statement.

"Maybe you should ask Wang Zhongjun (chairman of Huayi
Brothers)," he was quoted as saying in another Chinese newspaper.
He also said that the Chinese film market is growing steadily and
will have a better future if they cooperate with international
companies and enter the global market, China Daily reported.

Many industry insiders, however, are not optimistic about the MGM
stake.

Ben Ji, president of Beijing-based Angel Wings Entertainment,
said that the most sought after asset of MGM now is its library.

MGM stocks about 4,100 feature films and 10,800 episodes of TV
programs.  Censorship and cultural differences, however, could
pose a major challenge to converting them into cash, China Daily
reported.

"For many years MGM has lacked such important things as producer
deals, a global marketing and distribution network, a financing
platform and a multi-media network," China Daily quoted Mr. Ji as
saying.  Mr. Ji believes MGM is most valuable for Chinese
broadcasters who have platforms and distribution networks but
lack content.

Meanwhile, producer Guan Yadi sees the news more as hype than
market behavior.

"With the Chinese economy's steaming hot growth, Chinese capital
has bought into international brands such as Volvo and Thinkpad,
which has helped fuel the illusion that some Chinese company can
buy MGM," China Daily quoted Mr. Yadi as saying.

                 About Metro-Goldwyn-Mayer Studios

Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/--
-- is actively engaged in the worldwide production and
distribution of motion pictures, television programming, home
video, interactive media, music, and licensed merchandise. The
company owns the world's largest library of modern films,
comprising around 4,100 titles. Operating units include Metro-
Goldwyn-Mayer Studios Inc., Metro-Goldwyn-Mayer Pictures Inc.,
United Artists Films Inc., MGM Television Entertainment Inc., MGM
Networks Inc., MGM Distribution Co., MGM International Television
Distribution Inc., Metro-Goldwyn-Mayer Home Entertainment LLC, MGM
ON STAGE, MGM Music, MGM Consumer Products and MGM Interactive. In
addition, MGM has ownership interests in domestic and
international TV channels reaching over 130 countries.

As of September 30, 2010, the Debtors' unaudited consolidated
financial statements, as prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements, included $2,673,772,000 in total assets and
$3,451,493,000 in total liabilities

Excluding certain adjustments made by the Company in accordance
with GAAP, the Debtors' total outstanding liabilities would be
$5,766,721,000, which includes the total face value of outstanding
principal and accrued, but unpaid, interest under the Credit
Agreement and interest rate swap agreements.

Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774),
to seek confirmation of their "pre-packaged" plan of
reorganization.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, serves as bankruptcy counsel to the Debtors.  Klee,
Tuchin, Bogdanoff & Stern LLP is the legal counsel.  Moelis &
Company is the financial advisor.  Donlin Recano & Company, Inc.,
is the claims and notice agent.  CAIR Management, LLC, Stephen F.
Cooper, and Zolfo Cooper Management LLC, is the Debtors'
management service providers.

Bankruptcy Creditors' Service, Inc., publishes METRO-GOLDWYN-MAYER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Metro-Goldwyn-Mayer Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


METRO-GOLDWYN-MAYER: Wins Nod to Sign $500MM Exit Financing Deal
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Metro-Goldwyn-Mayer Studios Inc. and its affiliated
debtors to enter into an agreement with JPMorgan Chase
Bank N.A. and J.P. Morgan Securities Inc. for exit financing.

In a three-page order dated November 12, 2010, Judge Stuart
Bernstein authorized the Debtors to enter into the deal with JP
Morgan, which arranged a $500 million exit financing, to allow
them to consummate the transactions contemplated under their
Joint Prepackaged Plan of Reorganization.

The $500 million facility, which consists of a six-year term loan
facility and a five-year revolving facility, will also be used
for working capital and general corporate purposes of the
Debtors.

Judge Bernstein also authorized, but not directed, the Debtors to
reimburse JPMorgan Chase and J.P. Morgan Securities for their
out-of-pocket fees and expenses, and to make those payments as
are necessary to ensure the funds constituting the deposit do not
fall below $200,000.

The Debtors were also permitted to indemnify JPMorgan Chase and
J.P. Morgan Securities for claims and damages stemming from the
exit financing, except those resulting from negligence or willful
misconduct.

In consideration for arranging the exit financing, JPMorgan Chase
and J.P. Morgan Securities will receive payment for their fees
and expenses pursuant to a letter agreement with the Debtors,
which Judge Bernstein also approved in the November 12 order.
Those fees and expenses will be treated as allowed administrative
expenses and may be paid without further court order.

The letter agreement has been filed under seal and will be kept
confidential pursuant to a court order issued last week.  A
redacted version of the agreement, however, can be viewed for
free at http://bankrupt.com/misc/MGM_FeeLetter.pdf

"The exit facility is necessary for the Debtors to successfully
emerge from Chapter 11 and to have sufficient funding to
implement their business plan and, therefore, to maximize value
of their estates for the benefit of their creditors," Stephen
Cooper, a member of the Office of the Chief Executive Officer of
MGM Holdings Inc., said in a declaration with the Court.

"Absent approval of the exit financing documents, the Debtors
will be hard-pressed to maintain their proposed emergence time-
table," Mr. Cooper said, adding that the Debtors might be forced
to obtain exit financing on significantly less favorable terms.

A full-text copy of the November 12 order is available for free
at http://bankrupt.com/misc/MGM_OrderExitFinancing.pdf

                  Plan Modifications Immaterial

The Court issued an order finding amendments to the Debtors'
Joint Prepackaged Plan of Reorganization non-material, and
deeming the restructuring plan accepted by holders of Class 3
claims.

The Court authorized the Debtors to file an amended restructuring
plan and investment agreement to reflect the changes made by
November 23, 2010.

                 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)


MTR LEASING: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MTR Leasing, LLC
        1501 Fourth Avenue, Suite 1900
        Seattle, WA 98101

Bankruptcy Case No.: 10-23761

Chapter 11 Petition Date: November 15, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: George S Treperinas, Esq.
                  KARR TUTTLE CAMPBELL
                  1201 3rd Ave., Ste 2900
                  Seattle, WA 98101-3028
                  Tel: (206) 223-1313
                  E-mail: gtreperinas@karrtuttle.com

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

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

The petition was signed by Diana K. Carey, manager.

Debtor's List of 10 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Key Equipment Finance Inc.                       $29,096
PO Box 74713
Cleveland, OH 44194-0796

CA State Dept. of L & I                          Unknown
Attn: Legal/Bankruptcy
455 Golden Gate Ave
San Francisco, CA 94102

City of Eugene                                   Unknown
777 Pearl St
Eugene, OR 97401

City of Seattle                                  Unknown

Internal Revenue Services                        Unknown

King County Treasurer                            Unknown

Lane County Public Svc. Bldg.                    Unknown

Office of the Treasurer & Tax                    Unknown

Oregon Bureau of L & I                           Unknown

Washington State Tax                             Unknown
Agencies

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Frederick D. Berg                      10-18668   07/27/10


NETWORK COMMUNICATIONS: To File for Ch. 11 if Exchange Fails
------------------------------------------------------------
Network Communications, Inc. will seek to implement its previously
announced financial restructuring by launching an exchange offer
with the holders of its existing 103/4% Senior Notes due 2013, in
the aggregate principal amount of $175 million whereby the holders
of the Senior Notes will be asked to exchange their existing
Senior Notes in return for their pro rata share of New Common
Stock of NCI and their pro rata share of new senior subordinated
pay-in-kind notes in an aggregate principal amount of up to $45
million.  The closing of the Exchange Offer is conditioned upon,
among other things, (a) 100% of the aggregate principal amount of
Senior Notes being validly tendered and not withdrawn and (b) 100%
of the lenders under the Company's senior bank credit facilities
executing an amended and restated credit agreement.

If the Exchange Offer is unsuccessful, as a result of a failure to
satisfy the Minimum Tender Condition or otherwise, the Company
will seek to implement the Restructuring by commencing cases under
chapter 11 of the U.S. Bankruptcy Code and seeking confirmation of
a prepackaged plan of reorganization.  Therefore, in connection
with the Exchange Offer, the Company is simultaneously soliciting
acceptances of the Prepackaged Plan as an alternative to the
Exchange Offer.

The Exchange Offer is scheduled to expire at 11:59 P.M., New York
City Time, on December 15, 2010, unless extended or earlier
terminated by the Company with the consent of certain of the
Company's key stakeholders.  Tendered Senior Notes may be validly
withdrawn at any time prior to the expiration time.

The New Securities have not been registered under the Securities
Act or any state securities laws and may not be offered or sold in
the United States absent registration or an applicable exemption
from such registration requirements.

The Exchange Offer and consent solicitation will be made only to
qualified institutional buyers and institutional accredited
investors inside the United States and to certain non-U.S.
investors located outside the United States.

                  About Network Communications

Lawrenceville, Ga.-based Network Communications, Inc., is a
leading local media company providing lead generation, advertising
and internet marketing services to the housing industry.  The
Company's leading brands are Apartment Finder, The Real Estate
Book, DigitalSherpa, Unique Homes, New England Home and Atlanta
Homes & Lifestyles.

The Company's balance sheet at December 6, 2009, showed
$362.4 million in total assets, $330.3 million in total
liabilities, and stockholders' equity of $32.1 million.


NEVADA STAR: Madison Files Sale-Based Plan for Debtor
-----------------------------------------------------
Madison Realty Capital, L.P., submitted to the U.S. Bankruptcy
Court for the Central District of California a proposed Plan of
Liquidation for Nevada Star, LLC, and Claudia Raffone, and an
explanatory Disclosure Statement.

Madison holds a first priority security interest in and lien upon
the Debtor's multi-unit dwelling facility in New York.

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

Nevada Star's principal asset is a 49 unit apartment building,
located at 114 West 86th Street in New York City, and all fixtures
and incidental personal property that is used for the operations
and maintenance of the building.

Ms. Raffone's principal assets are two single family residences
located in Beverly Hills, California and Florida.

According to the Disclosure Statement, the Plan seeks to
accomplish payments under the Plan by selling Nevada Star's
property and paying creditors with the proceeds of the sale.  If
necessary, the Plan provides for the sale of Ms. Raffone's
property and paying her creditors (some of which overlap with
the claims asserted against Nevada Star).

The Plan will be funded by: (1) turnover of cash from Minuit
Partners Property Management LLC; (2) turnover of tenant deposits
in possession of Bank of America, N.A.; (3) cash gifted from
Madison to the Raffone estate to pay for the administrative costs
of the U.S. Trustee and the Clerk's Office; (4) turnover by
Ms. Raffone's counsel of the prepetition deposit taken from
Madison's cash collateral, if any; and (5) sale of assets of the
estates.

Under the Plan, all secured claims will be paid in full.

Class 6 Priority unsecured claims will be paid in full in cash on
close of escrow or when allowed by the Court, whichever is later.
Claims will be paid without interest.

Class 7 Priority unsecured claims will be funded in full in cash
on the Effective Date to property manager for building for the
benefit of claim holders.

Each holder of Class 8 general unsecured claims against Nevada
Star will be paid a pro rata share of proceeds after payment of
Debtor's costs of sale, administrative claims, secured claims and
priority unsecured claims.

Holders of Class 9 general unsecured claims against Ms. Raffone
will receive a pro rata share of proceeds after payment of
Ms. Raffone's costs of sale, administrative claims, secured claims
and priority unsecured claims.

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

The Debtor scheduled a hearing on December 15, 2010, at 9:30 a.m.,
to consider adequacy of the Disclosure Statement.

                      About Nevada Star, LLC

Beverly Hills, California-based Nevada Star, LLC, filed for
Chapter 11 protection on April 26, 2010 (Bankr. C.D. Calif. Case
No. 10-26188).  Michael Jay Berger, Esq., who has an
office in Beverly Hills, California, represents the Debtor.  The
Company disclosed $22,274,634 in assets and $12,191,750 in
liabilities as of the Petition Date.


NU-WAY CRANE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Nu-Way Crane Service, Inc, Inc
        405 Ralph Avenue
        Copiague, NY 11726

Bankruptcy Case No.: 10-78956

Chapter 11 Petition Date: November 15, 2010

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Gary C. Fischoff, Esq.
                  STEINBERG, FINEO, BERGER & FISCHOFF
                  40 Crossways Park Drive
                  Woodbury, NY 11797
                  Tel: (516) 747-1136
                  E-mail: gfischoff@sfbblaw.com

Scheduled Assets: $5,274,753

Scheduled Debts: $5,397,512

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb10-78956.pdf

The petition was signed by Lisa Recenelo, president.


OPTIMAL MEDICAL: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Optimal Medical Partners, LLC
        11502 South Vermont Avenue
        Los Angeles, CA 90044-6522

Bankruptcy Case No.: 10-59031

Chapter 11 Petition Date: November 15, 2010

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

Judge: Victoria S. Kaufman

Debtor's Counsel: Sylvia Ho, Esq.
                  LAW OFFICES OF DAVID A. TILEM
                  206 N Jackson Street, Suite 201
                  Glendale, CA 91206
                  Tel: (818) 507-6000
                  Fax: (818) 507-6800
                  E-mail: SylviaHo@TilemLaw.com

Scheduled Assets: $1,117,763

Scheduled Debts: $2,276,031

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-59031.pdf

The petition was signed by Dwight W. Malone, managing member.


PAETEC HOLDING: Moody's Assigns 'Caa1' Rating to $420 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to PAETEC Holding
Corp.'s proposed $420 million senior unsecured note issuance.  The
company will use the net proceeds from the note issuance primarily
to finance the purchase of Cavalier Telephone Corporation for a
total of $460 million, including $336 million in Cavalier net
debt.  The remaining $40 million of the purchase will be financed
with cash.  In addition, Moody's has changed the ratings on the
company's senior secured debt to Ba3 from B1, as the new senior
unsecured notes will provide additional loss absorption for the
existing senior secured debt.

Assignments:

Issuer: PAETEC Holding Corp.

  -- Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5-
     77%)

Upgrades:

Issuer: PAETEC Holding Corp.

  -- $650Mln 8.875% Sr Secured Notes due 6/30/2017, To Ba3
    (LGD2-23%), From B1 (LGD3-34%)

  -- $50Mln Sr Secured Revolver due 2/28/2012, To Ba3 (LGD2-
     23%), From B1 (LGD3-34%)

                        Ratings Rationale

PAETEC's B2 corporate family rating and negative rating outlook
reflect PAETEC's high leverage for its rating category and modest
free cash flow, compounded by the challenge to turn around and
integrate the acquired Cavalier properties amid the revenue
declines at Cavalier's non-fiber businesses.  In addition, the
rating reflects Moody's view that the operating environment for
CLECs will continue to be difficult.  Moody's notes that PAETEC's
revenues have stabilized after declining over the past 24 months
as the economy is showing signs of a slow recovery.  Ratings
continue to be supported, nonetheless, by PAETEC's operating scale
as, proforma for the Cavalier acquisition, it will become the
largest CLECs operator in the US, and benefits from the potential
for the Company to drive its cost structure lower by migrating
traffic onto its expanding fiber network and provide a platform
for greater product diversity by utilizing its long-haul and metro
fiber assets.

PAETEC's SGL-2 rating reflects Moody's view that it should
maintain good liquidity over the coming 12 months.  Moody's
believes the company will end 2010 with about $100 million in
cash, and expects Paetec to have full access to its $50 million
revolver.  The company has approximately $6 million still
available in its $25 million stock buyback program, authorized
through December 31, 2010.

The ratings for the debt instruments reflect both the overall
probability of default for PAETEC, to which Moody's has assigned a
B2 PDR, and an average mean family loss given default assessment
of 50%, in line with Moody's LGD Methodology.  The senior secured
facilities are secured by a first priority interest in and lien on
substantially all PAETEC's assets.  The company's senior secured
notes due 2017 and senior secured revolver are rated Ba3 (LGD2-
23%), two notches above the B2 CFR.  This rating is one notch
lower than the LGD methodology-implied modeling template suggests,
being on the cusp of a Ba3 instrument rating, due to Moody's
subjective adjustments to the LGD framework in order to more
appropriately reflect the perceived collateral coverage of these
debt obligations relative to the overall waterfall of debts.

Moody's most recent rating action on Paetec was on September 13,
2010, when Moody's revised the company's outlook to Negative, and
lowered the company's liquidity rating to SGL-2 from SGL-1.

The Company generated approximately $1.6 billion in revenues for
LTM 9/30/2010.


PENNINGTON-GRIMES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Pennington-Grimes Contracting Corporation
        245 Granite Springs Road
        Richmond, VA 23225

Bankruptcy Case No.: 10-37886

Chapter 11 Petition Date: November 12, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: Thomas H. Gays, II, Esq.
                  SAUNDERS, CARY & PATTERSON
                  9100 Arboretum Parkwyy, Suite 300
                  Richmond, VA 23236
                  Tel: (804) 330-3350
                  Fax : (804) 330-3811
                  E-mail: THGays@scplawfirm.com

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

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/vaeb10-37886.pdf

The petition was signed by Bryan J. Nevers, president.


POLAR ICE: In Receivership, C$41.6-Mil. of Debt Listed
------------------------------------------------------
IDEX Online News reports that Polar Ice Diamonds and Polar Bear
Diamonds are in receivership, listing debts of C$21.6 million to
ABN Amro (US$21.4 million), and an additional C$21 million
(US$20.5 million) to a long list of unsecured creditors, many of
whom are diamond firms.

According to the report, the Ontario Superior Court of Justice
appointed a receiver for all of the assets, undertakings and
property of Polar Ice Diamonds (4114159 Canada Inc) and a related
company, Polar Bear Diamonds (9135-8242 Quebec Inc).

The report notes that court documents list four secured creditors,
ABN AMRO with a debt of C$21.6 million and C$249,000 owed to the
Ontario Ministry of Revenue.  The report relates that Royal Gem
Israel Ltd and Ofer Mizrahi Diamonds lnc are owed an unknown
amount.

Ofer Mizrahi Diamonds confirmed to IDEX Online that the company
has a secured debt of C$0.7 million.

Secured creditors are entitled to receive the proceeds of the
foreclosure sale of the pledged assets and must be satisfied
before the unsecured creditors, the report says.

The report posts that in addition to the four secured creditors,
court documents list some 170 unsecured creditors owed C$20.7
million. On the list are KGK with a debt of C$3.7 million, A.
Monte (C$1.5 million) and Lazare (C$0.9 million).

IDEX Online News adds that court-appointed receiver, RSM Richter,
stated that it is "unable at this time to estimate whether the
realizable value of the assets will be sufficient to fully repay
the obligations owing to the secured creditors."

Polar Ice Diamonds and Polar Bear Diamonds are Canadian diamond
and diamond jewelry wholesalers.  They are part of Arslanian
Cutting Works.


PRIMUS GUARANTY: S&P Withdraws 'CCC' Counterparty Credit Rating
---------------------------------------------------------------
Standard and Poor's Ratings Services said that it withdrew its
'CCC' counterparty credit rating on Primus Guaranty Ltd. at the
company's request.  At the same time, S&P is withdrawing its 'CCC'
senior unsecured issue debt rating.


PROASSURANCE CORPORATION: Moody's Puts Ba2 Preferred Stock Rating
-----------------------------------------------------------------
Moody's has assigned provisional ratings to the shelf registration
of ProAssurance Corporation -- provisional senior unsecured at
(P)Baa3, provisional preferred stock at (P)Ba2 -- and has also
assigned A3 insurance financial strength ratings to the holding
company's four principal insurance subsidiaries.  The outlook for
the ratings is stable.

                        Ratings Rationale

According to Moody's, the ratings are based primarily on the
company's firmly established track record and solid competitive
market position as a specialist underwriter of medical
professional liability insurance in the US, as well as its overall
strong financial fundamentals.  Additional strengths include the
group's strong operating profitability and claim handling
discipline, its modest underwriting and operational leverage
profile and sound reserve position.  Moody's expects that
ProAssurance Corporation will maintain good financial flexibility,
including access to the public debt, preferred stock and common
equity capital markets, and that holding company leverage will be
kept at relatively modest levels (e.g.  generally 20% or below).

These strengths are tempered primarily by the company's well
above-average product risk and lack of product diversification,
given its mono-line business profile in a sector of the property-
casualty insurance marketplace that -- despite particularly strong
performance in recent years -- has over time exhibited among the
highest level of volatility.  Such volatility reflects
underwriting results and liability claim trends, as well as
litigation trends and state-specific considerations.  PRA Group
has expanded its operations geographically over the course of the
past decade through a series of mergers and acquisitions, with the
company's two largest states (Alabama and Ohio) comprising
approximately 30% of the group's gross premiums, and five largest
states accounting for nearly 50%.

In Moody's view, these risk factors temper the company's generally
very conservative financial profile, which Moody's see as
providing an important buffer to the intrinsically high volatility
and risk characteristics of the sector.  Additional consideration
includes the group's active acquisition strategy -- including the
pending acquisition of American Physicians Insurance Group, Inc.
(APS) as well as its active share repurchase program, and
pressures relating to pricing and claim trends in the medical
professional liability sector.

The 3-notch spread between ProAssurance Corporation's (P)Baa3
provisional senior debt rating and the A3 insurance financial
strength ratings of its principal operating subsidiaries is
consistent with Moody's typical notching practices for U.S.
insurance holding company structures.

Alan Murray, lead analyst for ProAssurance noted: "ProAssurance
has demonstrated very strong operational performance in recent
years, and the company maintains a conservative financial profile,
relative to expectations at the current rating level.  Murray
continued: "However, low fixed-income investment returns are
likely to further pressure operating margins, given the relatively
longer duration of MPL liabilities as compared with other property
and liability insurance segments.  Further, over the medium to
long term, Moody's view competition for ProAssurance coming not
only from other insurers, but also in the form of physicians
moving into hospital captives and large clinic alternative risk
transfer programs."

Factors that could lead to a ratings upgrade include these:
continued strength of MPL franchise through the underwriting
cycle; sustained modest financial leverage profile (e.g. below
15%), combined with very strong capital adequacy (e.g. sustained
gross underwriting leverage at 1.5x or below) and solid reserve
position; sustained interest and shareholder dividend coverage in
excess of 8x; and an absence of adverse reserve development (i.e.
consistently 0% or better) through the underwriting cycle.
Factors that could lead to a ratings downgrade include these:
material negative developments in the medical professional
liability environment or legislation that could reduce franchise
strength and/or elevate operational risk; combined ratios at 110%
or above; sustained holding company adjusted financial leverage in
excess of 25%, together with sustained interest and preferred
dividend earnings and cash-flow coverage below 6x and 4x,
respectively; annual adverse reserve development in excess of 3%
of total reserves; or gross underwriting leverage at 3x or
greater.

These ratings have been assigned with a stable outlook:

* ProAssurance Corporation: provisional senior unsecured debt at
  (P)Baa3; provisional preferred stock at (P)Ba2;

* ProAssurance Indemnity Company -- insurance financial strength
  at A3;

* ProAssurance Casualty Company -- insurance financial strength at
  A3;

* ProAssurance Wisconsin Insurance Company -- insurance financial
  strength at A3;

* Podiatry Insurance Company of America -- insurance financial
  strength at A3.

ProAssurance Corporation, based in Birmingham, Alabama and founded
in 1976, is engaged through its subsidiaries in underwriting
professional liability insurance products primarily to physicians,
dentists, other healthcare providers, and healthcare facilities in
the United States.  It also engages in the legal professional
liability business.  The company's principal competitors include
both physician owned insurers, as well as diversified national
commercial insurers for whom MPL tends to be a relatively small
component of their total operations.  The company distributes its
products primarily through specialty independent agents
(approximately two-thirds), but also on a direct basis
(approximately one-third) in certain states and in the podiatry
and chiropractic segments through its Podiatry Insurance Company
of America (PICA) subsidiary, which it acquired in April 2009
through an all-cash-sponsored demutualization.

ProAssurance Corporation reported consolidated net income of
$51.1 million and $129.5 million for the third quarter and first
nine months of 2010, respectively.  Shareholders' equity as of
September 30, 2010, amounted to $1.8 billion.  The company
repurchased approximately $55 million worth of its shares in
3Q10, and approximately $104 million year-to-date.

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


PROTEONOMIX INC: Posts $613,700 Net Loss in September 30 Quarter
----------------------------------------------------------------
Proteonomix, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss applicable to common shareholders of $613,693
on $21,647 of revenue for the three months ended September 30,
2010, compared with a net loss applicable to common shareholders
of $1.1 million on $72,299 of revenue for the same period last
year.

The Company's balance sheet at September 30, 2010, showed
$3.8 million in total assets, $6.3 million in total liabilities,
and a stockholders' deficit of $2.5 million.

KBL, LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's 2009 results.  The independent auditors noted that the
Company has sustained operating losses and capital deficits.

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

               http://researcharchives.com/t/s?6ed2

                      About Proteonomix Inc.

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.


QC MK: Case Summary & Largest Unsecured Creditor
------------------------------------------------
Debtor: QC MK Custom Residential LLC
        7317 E. Greenway Road
        Scottsdale, AZ 85260

Bankruptcy Case No.: 10-36845

Chapter 11 Petition Date: November 15, 2010

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Alan A. Meda, Esq.
                  STINSON MORRISON HECKER LLP
                  1850 N. Centra Avenue, #2100
                  Phoenix, AZ 85004
                  Tel: (602) 279-1600
                  Fax: (602) 240-6925
                  E-mail: ameda@stinson.com

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

Estimated Debts: $0 to $50,000

The petition was signed by William L. Hawkins, member of Queen
Creek XVIII LLC, sole member.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Legendary LLC                      --                      $20,000
2722 NE Stephens Street
Roseburg, OR 97470


QOC I: Wants Court OK to Sell Assets to Wells Fargo
---------------------------------------------------
QOC I LLC has asked the court overseeing its bankruptcy
proceedings to approve a settlement with Wells Fargo Bank NA that
would wrap up QOC's Chapter 11 case and send substantially all
QOC's assets to a Wells Fargo affiliate, Bankruptcy Law360
reports.

QOC filed its motion for approval of the asset sale and settlement
in the U.S. Bankruptcy Court for the Southern District of Florida
on Friday, according to Law360.

                          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.


REGENERX BIOPHARMA: Posts $1.6 Million Net Loss in Q3 2010
----------------------------------------------------------
RegeneRX Biopharmaceuticals, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $1.6 million on $42,690 of
revenue for the three months ended September 30, 2010, compared
with a net loss of $1.2 million on $0 revenue for the same period
last year.

The Company has an accumulated deficit of $88.6 million and had
cash and cash equivalents of $5.0 million as of September 30,
2010.  Based on the Company's operating plan and a recently
awarded $733,438 cash grant, the Company believes that its
cash and cash equivalents as of September 30, 2010, will fund its
operations into the second quarter of 2011, without additional
capital.

The Company's balance sheet at September 30, 2010, showed
$5.6 million in total assets, $1.1 million in total liabilities,
and stockholders' equity of $4.5 million.

Reznick Group, P.C., in Vienna, Va., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the the Company has experienced
negative cash flows from operations since inception and is
dependent upon future financing in order to meet its planned
operating activities.

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

               http://researcharchives.com/t/s?6ed4

Rockville, Md.-based RegeneRx Biopharmaceuticals, Inc.
-- http://www.regenerx.com/-- is a clinical-stage drug
development company focused on the development of a novel
therapeutic peptide, Thymosin beta 4, for tissue and organ
protection, repair and regeneration.  RegeneRx currently has three
products in clinical development.


RMAA REAL ESTATE: Bank Foreclosure Sale Valid, Court Rules
----------------------------------------------------------
In August 2010, Access National Bank obtained relief from
automatic stay to foreclose on real estate owned by RMAA Real
Estate Holdings, L.L.C.  Three purported creditors, which filed an
involuntary Chapter 11 bankruptcy petition against RMAA, asked the
Bankruptcy Court to reconsider and stay the foreclosure sale
slated for September 13, 2010, pending appeal.  The motion for a
stay pending appeal was granted, conditioned upon the posting of a
bond before the foreclosure sale.  The foreclosure sale pushed
through.  The petitioning creditors sued, arguing that the sale
was not valid because the order granting relief from the automatic
stay was itself stayed by Fed.R.Bankr.P. 4001(a)(3) for 14 days.
Thus, the automatic stay was in full force and effect and the
foreclosure sale was void.  Access seeks dismissal of the
complaint, asserting that the 14-day stay was terminated by the
Court's September 10, 2010 because the order was entered nunc pro
tunc to August 16, 2010.  Thus, the bank argues, the automatic
stay expired on August 31, 2010 and the foreclosure sale was a
valid sale.

The Hon. Robert G. Mayer grants the bank's motion to dismiss,
saying the automatic stay was either annulled as of August 31,
2010, or terminated pursuant to the amended order entered on
September 10, 2010, granting relief nunc pro tunc August 16, 2010.

Judge Mayer says the purpose of the 14-day stay is to permit an
unsuccessful party the opportunity to obtain a stay pending appeal
and thereby preserve the status quo.  In the RMAA case, the
unsuccessful parties did exactly that.  They sought and obtained a
stay pending appeal and could have prevented the foreclosure sale
by posting the requisite bond.  They did not do so and the
foreclosure sale proceeded as scheduled.

The case is RMAA Real Estate Holdings, L.L.C. et al., v. ACME Real
Estate LLC, et al., Adv. Proc. No. 10-1422 (Bankr. E.D. Va.), and
a copy of Judge Mayer's Memorandum Opinion, dated November 15,
2010, is available at http://is.gd/hhneWfrom Leagle.com.

Ashburn, Virginia-based RMAA Real Estate Holdings, L.L.C., was
placed into involuntary Chapter 11 bankruptcy (Bankr. E.D. Va.
Case No. 10-16505) on August 3, 2010, by three creditors allegedly
owed $295,000.  The petitioning creditors Brevon Developers, Inc.,
Brett Anthony Amendola, and Roger Amendola assert breach of
contract claims.  They are represented by John Paul Forest, II,
Esq., at Stahl Zelloe, P.C., in Fairfax, Virginia.

RMAA faced another involuntary Chapter 11 petition (Bankr. E.D.
Va. Case No. 10-17701) on September 13, 2010.  The petitioning
creditor, Socrates Torres, asserts a breach of contract claim for
$15,470.


ROBERT LUPO: Emergency Motion to Vacate Conversion Order Denied
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts denied
on November 15, 2010, Robert N. Lupo's emergency motion to
reconsider the Court's order converting the Debtor's case to
Chapter 7 effective September 18, 2010.  This is the Debtor's
third attempt to vacate the Court's conversion of the case to one
under under Chapter 7.

The Court cited that the Debtor has not shown cause for
reconsideration of the Court's prior orders converting its case to
Chapter 7 or that the Debtor's case should be converted to a case
under Chapter 11.  Additionally, the Court said that the Debtor's
proposed plan and disclosure statement is premised upon a number
of questionable assumptions that makes the feasibility of the plan
to be unlikely.

As reported in the Troubled Company Reporter on June 25, 2010,
John P. Fitzgerald, III, Acting U.S. Trustee for Region 1, sought
for the conversion of the Debtor's case because:

   -- the Debtor's amended schedules and statements reflect
      substantial non-exempt assets available for liquidation and
      payment to creditors;

   -- the Debtor failed to formulate a disclosure statement and a
      feasible plan in over the six months his case has been
      pending; and

   -- the Debtor's counsel filed a motion to withdraw.

                       About Robert N. Lupo

Weston, Massachusetts-based Robert N. Lupo filed for Chapter 11
bankruptcy protection on December 10, 2009 (Bankr. D. Mass. Case
No. 09-21945).  Andrew G. Lizotte, Esq., at Hanify & King, P. C.,
assists the Debtor in his restructuring effort.  The Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


ROTHSTEIN ROSENFELDT: Chapter 11 Trustee Fights for Funds
---------------------------------------------------------
Bankruptcy Law360 reports that the bankruptcy trustee sifting
through the ruins of Rothstein Rosenfeldt Adler PA following Scott
Rothstein's $1.2 billion Ponzi bust has challenged the district
court's decision to let the U.S. government forfeit the bulk of
the firm's assets and asked to stay the distribution process.

                     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.


SALLY HOLDINGS: Reaches Credit Deal With Bank of America
--------------------------------------------------------
On November 12, 2010, Sally Holdings LLC, a wholly owned
subsidiary of Sally Beauty Holdings Inc., Beauty Systems Group LLC
and Sally Beauty Supply LLC, as subsidiary borrowers, and its
Canadian subsidiary, Beauty Systems Group (Canada), Inc., as
Canadian borrower and its Dutch subsidiary, SBH Finance B.V., as
foreign borrower, entered into a credit agreement among Bank of
America, N.A., as Administrative Agent, Collateral Agent, Canadian
Agent and Canadian Collateral Agent, and the several lenders from
time to time parties thereto.

The ABL Credit Agreement provides for a senior secured revolving
credit facility of up to $400 million.  The ABL Credit Agreement
refinances and replaces the existing asset-based credit facility
to which Sally Holdings and such other borrowers are a party.
Substantially all of the domestic subsidiaries of Sally Holdings
have guaranteed the obligations of Sally Holdings and its
subsidiaries under the ABL Credit Agreement.

The ABL Facility matures on November 12, 2015.  At closing,
approximately $89 million was drawn under the ABL Facility and the
Companies have approximately $285 million available for additional
borrowings under the ABL Facility, subject to borrowing base
limitations, as reduced by outstanding letters of credit.

The ABL Facility includes a $25 million sub-limit for swingline
loans and a $50 million sub-limit for letters of credit.  Amounts
drawn under the ABL Facility bear annual interest at either an
adjusted LIBOR rate plus a margin of 2.25% to 2.75%, or an
alternate prime rate plus a margin of 1.25% to 1.75%. The interest
rate margins are subject to adjustments based on borrowing
availability under the ABL Credit Agreement.  The commitment fee
calculated on the unused portion of the ABL Facility equals 0.50%
per year based on available loan commitments.  The ABL Credit
Agreement contains a number of negative covenants restricting,
among other things, certain distributions, dividends and
repurchases of capital stock and other equity interests,
acquisitions, incurrence of secured indebtedness, prepayment or
modification of certain other debt, incurrence of liens, certain
mergers, changes in fiscal year and hedging arrangements.

The ABL Credit Agreement also contains a covenant requiring Sally
Holdings and its subsidiaries to maintain a fixed-charge coverage
ratio of at least 1.0 to 1.0 in the event that availability under
the ABL facility falls below certain thresholds. The fixed-charge
coverage ratio is defined as the ratio of (A) EBITDA less
unfinanced capital expenditures to (B) fixed charges.  The ABL
Credit Agreement contains customary events of default.  If an
event of default occurs, the lenders are entitled to accelerate
the advances made thereunder and exercise rights against the
collateral.

The obligations of Sally Holdings and the domestic borrowers under
the ABL Credit Agreement are secured by, among other collateral:

     i) a first-priority lien and security interest in, among
        other things, accounts receivable and inventory of the
        domestic operations and

    ii) a second-priority lien and security interest in
        substantially all other tangible and intangible personal
        property owned by Sally Holdings and each domestic
        subsidiary borrower, subject to certain exceptions.

The obligations of the Canadian borrower under the ABL Credit
Agreement are secured by:

     i) a first-priority line and security interest in, among
        other things, accounts receivable and inventory of the
        Canadian operations,

    ii) a second-priority lien and security interest in
        substantially all other tangible and intangible personal
        property comprising the Canadian operations, and

   iii) a pledge of certain intercompany notes owing to the Dutch
        entity, in each case, subject to certain exceptions.

The intercompany notes also secure the direct borrowing of the
Dutch entity.  The obligations of Sally Holdings and its domestic
subsidiaries under the ABL Credit Agreement are also secured by
second-priority liens in certain real property.

Sally Holdings, LLC, based in Denton, Texas, is a leading retailer
and distributor of beauty products with over 3,800 stores in 10
countries.  Annual revenues are around $2.6 billion.

                           *     *     *

Sally Holdings carries a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services.

The Company's balance sheet at June 30, 2010, showed $1.51 billion
in total assets, $2.07 billion in total liabilities, and
a stockholders' deficit of $558.77 million.


SEMINOLE HARD: Moody's Gives Stable Outlook, Affirms 'B2' Rating
----------------------------------------------------------------
Moody's Investors Service revised Seminole Hard Rock
Entertainment's rating outlook to stable from negative.  The
company's existing ratings were affirmed.  SHRE has a B2 Corporate
Family Rating.

Ratings affirmed:

* Corporate Family Rating at B2
* Probability of Default Rating at B2
* $525 million senior secured notes due 2014 at B2 (LGD 4, 50%)

The outlook revision to stable from negative reflects the Seminole
Tribe of Florida's settlement -- without any material negative
consequences to SHRE or the Tribe's gaming operations -- of the
National Indian Gaming Commission's Notice of Violations and the
resolution of an Internal Revenue Service audit.  The resolution
of these issues alleviates Moody's concern that SHRE -- a wholly-
owned subsidiary of the Seminole Tribe of Florida (Ba1/Stable) --
would be negatively impacted by regulatory and accounting issues
at the Tribe level.

As a significant portion of SHRE's EBITDA is derived from
licensing fees received from the Tribe's Hard Rock branded
casinos, Moody's was concerned that SHRE was exposed to: (1) the
uncertainty associated with the Tribe's ability to resolve
outstanding violations to the satisfaction of the NIGC and IRS;
and (2) the possibility that the issues with the NIGC or IRS may
have invited further regulatory and/or accounting scrutiny or
resulted in other unintended consequences that could have directly
impacted the Tribe's gaming operations and hence SHRE's operating
performance.

The stable outlook also anticipates that leverage and coverage
will not improve materially from existing levels.  Debt/EBITDA for
the LTM September 30, 2010 was 6.1 times and EBITA/interest was
2.1 times.  While Moody's anticipate that the net addition of new
cafes and hotels in 2009 and 2010 will contribute positively to
EBITDA, Moody's expect that EBITDA growth will be modest in fiscal
2011 as the company continues to be challenged by soft consumer
spending on casual dining.  Additionally, debt levels and interest
costs are not expected to change in the near-term given that there
are no scheduled debt amortization associated with the company's
senior secured notes due 2014.  The notes currently account for
all of the company's outstanding funded debt.

In addition to SHRE's high leverage and exposure to soft consumer
spending trends on leisure and entertainment, the B2 Corporate
Family Rating reflects the company's modest scale and the fact
that a majority of the company's revenue and EBITDA comes from a
single concept -- its company-owned cafes.  Ratings support is
provided by SHRE's favorable brand recognition, significant
geographic diversification, and the potential growth from fees
coming from casinos branded with the Hard Rock name.

Factors that could cause a downgrade include deterioration in
operating earnings or debt protection measures as a result of an
inability to drive profitable same store sales on a sustained
basis.  Specifically, a downgrade could occur if debt to EBITDA
exceeded 6.5 times on a sustained basis.

Factors that could result in an upgrade include sustained
improvement in operating performance and debt protection measures
driven by profitable same store sales growth.  Quantitatively, an
upgrade would require the achievement and maintenance of
debt/EBITDA at no higher than 5.5 times.


SGD TIMBER: Wants Case Dismissed, Says Purpose of Ch. 11 Achieved
-----------------------------------------------------------------
SGD Timber Canyon, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado to dismiss its Chapter 11 case, citing that
because the primary purpose in bringing the Chapter 11 case has
been achieved, bankruptcy protection is no longer necessary.

The Debtor disclosed:

1. The case was designated a single asset real estate bankruptcy
    case;

2. The primary purpose in bringing this Chapter 11 case was to
    resolve Debtor's indebtedness to FlagStar Bank, FSB, and to
    reach settlement between those two parties;

3. On June 18, 2010, FlagStar Bank, FSB, and the Debtor entered
    into a Stipulation Regarding Relief from Automatic Stay and
    Release, which resolved all disputes between the parties.
    The Court approved the Stipulation on June 18, 2010;

4. Unsecured creditors can be dealt with in the ordinary course
    of Debtor's business after the dismissal; and

5. The dismissal of the case is in the best interest of the
    creditors of the Estate.

Debtor further requests that the Court order that the Stipulation
Regarding Relief from Automatic Stay and Release between FlagStar
Bank, FSB and the Debtor survive the dismissal and be enforceable
as a contract between the parties.

Parker, Colorado-based SGD Timber Canyon, LLC, filed for Chapter
11 bankruptcy protection on February 16, 2010 (Bankr. D. Colo.
Case No. 10-12804).  Attorneys at Weinman & Associates, P.C.,
represent the Debtors as counsel.  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.


SIGMA INDUSTRIES: Honors Proposal in Bankruptcy
-----------------------------------------------
Sigma Industries Inc. has released information about its
reorganization plan.  As part of that plan, the Company proceeded
on November 10 to:

i)   consolidate its share capital issued and outstanding, at a
     ratio of 4 to 1, thus reducing the number of its shares in
     circulation to approximately 10,724,770 common shares;

ii)  cancel all options and all warrants outstanding;

iii) issue secured convertible debentures for a capital of
     $500,000; and

iv)  issue 1,000,000 common shares at a price of $0.40 per share
     (post-consolidation) in partial settlement ($400,000) of a
     debt to a secured creditor, conditional on final approval
     from the TSX Venture Exchang

Sigma's stock symbol "SIC" will be very shortly be replaced by
"SSG".

Sigma believes it will be able to complete its private placement
of secured convertible debentures of a maximum authorized amount
of one million dollars ($1,000,000) by the end of January 2011.
These debentures can be converted into units of the Company at any
time until November 10, 2015, in whole or in part.  Each unit
consists of one common share at $0.10 and one warrant allowing the
purchase of one common share of Sigma at $0.10 per share.  The
warrants may not be exercised after the debentures expire.

Furthermore, Sigma and Transcam Composites inc. have paid the
trustee in bankruptcy the funds necessary to allow payment of the
dividends provided in their respective proposals in bankruptcy and
accordingly have fully satisfied the obligations imposed by their
terms, as indicated by the certificates of performance issued to
them by Ernst & Young inc., trustee in bankruptcy.

Rene Materiaux Composites has also paid the trustee in bankruptcy
the funds necessary to allow payment of the first of two dividends
provided in its proposal in bankruptcy and accordingly has been
issued by Ernst & Young inc., trustee in bankruptcy, the relevant
certificate of partial performance.  It is expected that Rene will
have fully met its obligations under the terms of its proposal in
bankruptcy by February 9, 2011 at the latest, with the payment of
$175,000 to the trustee in bankruptcy.

                     About Sigma Industries

Sigma Industries Inc., a leading composite and metal products
manufacturer, has five operating subsidiaries and employs 350
people.  The Company is active in the growing heavy-duty truck,
coach, transit and bus, train and subway, machinery, agriculture,
light forestry, and wind energy market segments.  Sigma sells its
products to original equipment manufacturers and distributors in
the United States, Canada and Europe.


SMITHFIELD FOODS: Higher Costs & Pricing Are Risks, Fitch Says
--------------------------------------------------------------
According to Fitch Ratings' 2011 Outlook for the Commodity Food
Industry, credit upside exists, despite rising inflationary
pressure and concerns about pricing.

Credit profiles improved meaningfully in 2010, free cash flow is
positive, liquidity is adequate and for most issuers debt
reduction remains a focus.  Fitch is concerned about operating
earnings declines in dairy and produce but is cautiously
optimistic that the protein industry can manage through a more
challenging cost environment.  Moderate pricing is anticipated for
commodity food companies but volume growth will vary across
categories.

'Credit upside exists for the industry in 2011, given that the
Rating Outlooks for Del Monte, Tyson and Smithfield are all
Positive,' said Carla Norfleet Taylor, Director at Fitch.  'Del
Monte and Tyson are investment grade candidates, and Smithfield
could be upgraded within the 'B' category if hog production stays
profitable and deleveraging continues.  The Rating Outlook for
Dean Foods, however, could be revised to Negative if the current
trajectory of operating earnings declines continues.'

Fitch views supply levels as the primary factor for commodity food
pricing in 2011, due to limited brand strength for the industry,
value-seeking consumers, and retailer pushback within certain food
categories.  Higher than expected corn, fuel and fluid raw milk
costs or weaker than expected pricing due to increased supply or
weak global demand would be negative for the industry.

High feed costs should curb protein production while exports are
expected to grow despite reduced demand from Russia.  Volatility
around European banana supply and pricing, which historically
occurs around changes in tariffs, remains a risk for global fresh
produce firms but 2011 should be a better year for prices.
Private label penetration and negative mix shift have reduced
margins for milk processors and Fitch expects excess capacity and
competition to limit price increases.

Modest pricing, operating efficiencies, and effective hedging
should partially mitigate margin compression for commodity food
companies.  However, significant reductions in operating cash
flow, negative FCF, and concerns about liquidity along with
violations of financial covenants could result in Outlook
revisions and or downgrades.

The full report '2011 Outlook: Commodity Food; Credit Upside
Exists but Inflationary Cost Pressures and Pricing Concerns Rise'
is available on the Fitch Ratings web site 'www.fitchratings.com.'

These companies are covered by this outlook:

  -- Tyson Foods, Inc. ('BB+'; Outlook Positive);
  -- Smithfield Foods, Inc. ('B-'; Outlook Positive);
  -- JBS S.A. ('BB-'; Outlook Stable)
  -- Dean Food Co. Inc. ('B+'; Outlook Stable);
  -- Dole Food Co. Inc. ('B'; Outlook Stable);
  -- Del Monte Foods Co. ('BB+'; Outlook Positive).


SONJA TREMONT-MORGAN: Files for Bankruptcy in Manhattan
-------------------------------------------------------
Eric Morath and Jacqueline Palank, writing for Dow Jones' Daily
Bankruptcy Review, report that Sonja Tremont-Morgan, cast member
of Bravo's "Real Housewives of New York City", filed for
Chapter 11 bankruptcy protection Wednesday in Manhattan, listing
$19.8 million in debt and $13.5 million in assets on her
bankruptcy petition.

According to DBR, Ms. Morgan blamed her financial woes on a failed
venture with Hannibal Pictures Inc. to make a movie starring John
Travolta.  That film was to be called "Fast Flash to Bang Time,"
court papers said.

DBR relates Ms. Morgan said the movie never got off the ground
because of "various conditions" that Mr. Travolta demanded and her
production company, Sonja Productions, could not meet.  Hannibal
Pictures filed a lawsuit against Sonja Productions in California
and won a $7 million judgment.

DBR relates Ms. Morgan said she wasn't adequately represented at
the trial and has filed an appeal.  Ms. Morgan also pointed to her
"bitter" and unresolved divorce from her husband, a man she
described as "many years my senior and a descendant of J.P. Morgan
and John Adams."


SONRISA REALTY: Hearing on Compass Plan Continued Until Dec. 2
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
continued until December 2, 2010 at 10:30 a.m., the hearing to
consider adequacy of the disclosure Statement explaining
Compass Bank's proposed Plan of Liquidation for Sonrisa Realty
Partners, Ltd.

Compass Bank, the Debtor's largest secured creditor, will begin
soliciting votes on the Plan following approval of the adequacy of
the information in the Disclosure Statement.

The Debtor owns approximately 97 acres of unimproved real property
in League City, Galveston County, Texas.

According to Compass Bank's Disclosure Statement, the Plan
provides for the sale of the property via an auction to take place
within 120 days of the effective date.  The property will be sold
through one or more cash sales or a credit bid sale.  The auction
will be conducted by Tranzon, an auction company handling real
estate and business assets.

The net sale proceeds will be distributed by the disbursing agent
in accordance with the Plan.  The disbursing agent will also
liquidate any remaining assets and distribute other liquidation
proceeds and pre-confirmation remaining assets and distribute
other liquidation proceeds and pre-confirmation remaining sale
proceeds.

As reported in the Troubled Company Reporter on November 12, the
Debtor's bankruptcy plan provides for the sale of 35 acres out of
its 97.5-acre real property in League City, Texas.

The Hon. Letitia Z. Paul denies the Debtor's request as premature.
The Debtor asked permission to submit the proposed sale and
purchase agreement to the court under seal, to be examined
incamera.  The Debtor also asked to restrain access to the sale
agreement from its largest secured creditor, Compass Bank, unless
Compass Bank executes a confidentiality agreement.

                Treatment of Claims and Interests

Under Compass Bank's Plan, holder of the allowed secured claim of
Compass Bank will receive: (i) in the event of a cash sale -- all
of the net sale proceeds and pre-confirmation remaining sale
proceeds less amounts of  other claims; and (ii) in the event of a
credit bid sale -- any portion of the property sold via credit
bid, plus the pre-confirmation remaining sale proceeds.

Each holder of Class 5 General Unsecured Non-Priority claims will
receive its pro rata share of (a) net sale proceeds after payment
in full of allowed claims in Classes 1-4 and funding of the
disbursing agent reserve; and (b) other liquidation proceeds.

All equity interests will be canceled on the effective date.
Holders of equity interests as of immediately prior to the
effective date will not receive any payments until Classes 1-5 are
paid in full.

A full-text copy of Compass Bank's amended Disclosure statement is
available for free at:

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

Compass Bank is represented by:

     Bruce J. Ruzinsky, Esq.
     JACKSON WALKER L.L.P.
     1404 McKinney, Suite 1900
     Houston, TX 77010
     Tel: (713) 752-4204
     Fax: (713) 481-6262
     E-mail: bruzinsky@jw.com

                About Sonrisa Realty Partners, Ltd.

League City, Texas-based Sonrisa Realty Partners, Ltd., was formed
to own, develop, and sell unimproved real property.  The Company
filed for Chapter 11 protection (Bankr. S.D. Texas Case No. 10-
30084) in Houston on January 4, 2010.  Karen R. Emmott, Esq., in
Houston, Texas, represents the Debtor.  The Company estimated
$10 million to $50 million in assets and $1 million
to $10 million in liabilities.  In February 2010, the case was
transferred to the Galveston Division.  The case was assigned a
new case number, Case No. 10-80026.


SONRISA REALTY: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Sonrisa Realty Partners, Ltd., filed with the U.S. Bankruptcy for
the Southern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                $21,000,000
  B. Personal Property               $600,016
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,455,402
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $188,740
                                  -----------      ----------
        TOTAL                     $21,600,016      $8,644,142

A copy of the schedules is available for free at:

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

League City, Texas-based Sonrisa Realty Partners, Ltd., filed for
Chapter 11 protection (Bankr. S.D. Texas Case No. 10-30084) in
Houston on January 4, 2010.  Karen R. Emmott, Esq., in Houston,
Texas, assists the Company in its restructuring effort.  The
Company listed $10 million to $50 million in assets and $1 million
to $10 million in liabilities.  In February 2010, the case was
transferred to the Galveston Division.  The case was assigned a
new case number, Case No. 10-80026.


ST. MARIE: Chapter 11 Case Summary & Unsecured Creditor
-------------------------------------------------------
Debtor: St. Marie Clinic, PA
        305 E. Expressway 83
        Mission, TX 78572

Bankruptcy Case No.: 10-70802

Chapter 11 Petition Date: November 11, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Antonio Villeda, Esq.
                  LAW OFFICES OF ANTONIO VILLEDA
                  5414 N 10th St.
                  McAllen, TX 78504
                  Tel: (956) 631-9100
                  E-mail: avilleda@mybusinesslawyer.net

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Internal Revenue Service                         $1,400,000
STOP 5033 AUS
300 East 8th Street
Austin, TX 78701

The petition was signed by Eduardo Carrillo, president.


STATION CASINOS: Feb. 18 Claims Bar Date for GV Ranch Set
---------------------------------------------------------
Judge Gregg W. Zive of the U.S. Bankruptcy Court for the District
of Nevada extended GV Ranch Gaming, LLC's deadline to file a
proof of claim against Debtor GV Ranch Station, Inc., through
February 18, 2011.

Green Valley has requested additional time to determine whether to
file a claim against Debtor GVRS.  Debtor GVRS believes that it is
in the best interest of all parties to grant that additional
request in an effort to minimize the costs to the estate and to
Green Valley with regard to potential claims proceedings, while
the parties move toward resolution of the underlying case.

                        About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STATION CASINOS: Posts $264,152,000 Net Loss in Third Quarter
-------------------------------------------------------------
Station Casinos, Inc., announced the results of its operations for
the third quarter ended September 30, 2010.

                     Results of Operations

The Company's net revenues for the third quarter ending
September 30, 2010, were approximately $227.0 million, a
decrease of 11.2% compared to the prior year's third quarter.
The Company reported Adjusted EBITDA for the quarter of
$49.2 million, a decrease of 19.9% compared to the prior year's
third quarter.  For the third quarter, the Company reported a
net loss of $265.8 million as compared to a net loss of
$455.4 million in the prior year's third quarter.

In connection with the Chapter 11 cases to reorganize, the
company recorded net reorganization items of $21.3 million in the
third quarter.  These reorganization items represent professional
fees and other costs incurred as a direct result of the Chapter 11
cases of $22.7 million, partially offset by adjustments of swap
carrying values of $1.4 million.

In addition, during the third quarter, the Company incurred
$243.4 million in write-downs and other charges, which included
non-cash impairment charges to write down certain portions of
the Company's goodwill, intangible assets, investments in joint
ventures, land held for development, and property and equipment
to their fair values, losses on asset disposals and severance
expense.  The Company also incurred $3.7 million of write-downs
and other charges, net at its 50% owned joint ventures,
$3.8 million in development and preopening expenses including
preopening expenses of its joint ventures, $2.5 million of expense
related to equity-based awards and a gain of $0.7 million related
to its deferred compensation plan.

The Company's third quarter earnings from its Green Valley
Ranch joint venture were $1.9 million representing 50% of Green
Valley Ranch's operating income.  For the third quarter, Green
Valley Ranch generated Adjusted EBITDA before management fees of
$9.6 million, an increase of 12.9% compared to the same period in
the prior year.  Green Valley Ranch reported a net loss of
$9.7 million for the third quarter as compared to a net loss of
$12.5 million in the same period in the prior year.

                    Las Vegas Market Results

For the third quarter, net revenues from the Major Las Vegas
Operations, excluding Green Valley Ranch and Aliante Station, were
$218.1 million, a 6.0% decrease compared to the prior year's third
quarter, while Adjusted EBITDA from those operations decreased
0.7% to $57.4 million from $57.8 million in the same period in the
prior year.  The Major Las Vegas Operations reported a net loss of
$104.2 million for the third quarter as compared to a net loss of
$24.8 million in the same period in the prior year.

Adjusted EBITDA is not a generally accepted accounting
principle measurement and is presented solely as a supplemental
disclosure because the Company believes that it is a widely used
measure of operating performance in the gaming industry and is a
principal basis for the valuation of gaming companies.

              Balance Sheet and Capital Expenditures

Long-term debt was $5.9 billion as of September 30, 2010, of
which $5.7 billion was classified as liabilities subject to
compromise.  Total capital expenditures were $6.1 million for the
third quarter which consisted primarily of maintenance capital
purchases and other projects.  Equity contributions to joint
ventures during the third quarter were $1.1 million.

A full-text copy of Station Casino's Third Quarter Results on
Form 10-Q filed with the U.S. Securities and Exchange Commission
is available at http://ResearchArchives.com/t/s?6e9c

                      Station Casinos, Inc.
              Condensed Consolidated Balance Sheet
                    As of September 30, 2010

ASSETS
Current Assets:
Cash and cash equivalents                        $189,526,000
Restricted Cash                                   255,828,000
Receivables, net                                   15,090,000
Inventories                                         6,992,000
Prepaid gaming tax                                 17,034,000
Prepaid expenses                                   15,271,000
Debt issue costs, current                             684,000
                                                --------------
Total current assets                              500,425,000
Property and equipment, net                      2,530,313,000
Goodwill                                           124,313,000
Restricted cash, noncurrent                         15,003,000
Intangible assets, net                             275,905,000
Land held for development                          257,470,000
Investments in joint ventures                        8,946,000
Native American development costs                  183,110,000
Other assets, net                                  102,552,000
                                                --------------
Total assets                                   $3,998,037,000
                                                ==============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current portion of long-term debt                $242,362,000
Accounts payable                                   11,085,000
Construction contracts payable                        296,000
Accrued interest payable                           17,139,000
Accrued expenses and other current liabilities    106,469,000
                                                --------------
Total current liabilities                         377,351,000

Long-term debt, less current portion                 8,816,000
Deferred income tax, net                           102,283,000
Investments in joint ventures, deficit             212,085,000
Other long-term liabilities, net                     5,849,000
                                                --------------
Total liabilities not subject to compromise       706,384,000
Liabilities subject to compromise                6,003,832,000
                                                --------------
Total liabilities                               6,710,216,000

Commitments and contingencies
Stockholders' deficit:
Common stock                                                0
Non-voting common stock                               417,000
Additional paid-in capital                      2,961,333,000
Accumulated other comprehensive income(loss)          957,000
Accumulated deficit                            (5,673,214,000)
                                                --------------
Total SCI stockholders' deficit                (2,710,507,000)
Noncontrolling interest                            (1,672,000)
                                                --------------
Total stockholders' deficit                    (2,712,179,000)
                                                --------------
Total liabilities and stockholders' deficit    $3,998,037,000
                                                ==============

                     Station Casinos, Inc.
        Condensed Consolidated Statements of Operations
           For Three Months Ended September 30, 2010

Operating revenues:
Casino                                           $173,118,000
Food and beverage                                  39,011,000
Room                                               17,775,000
Other                                              15,065,000
Management fees                                       128,000
                                                  ------------
    Gross revenues                                 245,097,000
Promotional allowances                            (18,049,000)
                                                  ------------
    Net revenues                                   227,048,000
                                                  ------------

Operating costs and expenses:
Casino                                             71,879,000
Food and beverage                                  26,001,000
Room                                                8,110,000
Other                                               5,674,000
Selling, general and administrative                57,268,000
Corporate                                           9,445,000
Development and preopening                          3,793,000
Depreciation and amortization                      35,684,000
Write-downs and other charges, net                243,437,000
                                                  ------------
                                                   461,291,000
                                                  ------------
Operating (loss) income                           (234,243,000)
Losses from joint ventures                         (4,975,000)
                                                  ------------
Operating (loss) income and losses from
joint ventures                                    (239,218,000)
                                                  ------------
Other expense:
Interest expense, net                             (26,701,000)
Interest and other expense from joint ventures    (11,126,000)
Change in fair value of derivative instruments              0
Gain on early retirement of debt                            0
                                                  ------------
                                                   (37,827,000)
                                                  ------------

Loss before income taxes and reorg. items         (277,045,000)
Reorganization items                              (21,271,000)
                                                  ------------
Loss before income taxes                          (298,316,000)
Income tax benefit (provision)                     32,492,000
                                                  ------------
Net loss                                          (265,824,000)
                                                  ------------
Less: Net loss attributable to noncontrolling
     interests                                      (1,672,000)
                                                  ------------
Net loss applicable to SCI stockholders          ($264,152,000)
                                                  ============

                      Station Casinos, Inc.
         Condensed Consolidated Statements of Cash Flow
             For Nine Months Ended September 30, 2010

Cash flows from operating activities:
Net loss                                         ($388,972,000)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization                     120,016,000
Change in fair value of derivative instruments         42,000
Gain on early retirement of debt                            0
Write-downs and other charges, net                    205,000
Impairment of goodwill                             60,386,000
Impairment of other intangible assets             181,773,000
Amortization of debt discount and issuance costs    1,467,000
Share-based compensation                           10,125,000
Loss from joint ventures                           58,512,000
Reorganization items                               78,465,000
Changes in assets and liabilities:
   Restricted cash                                 (96,470,000)
   Receivables, net                                 34,788,000
   Inventories and prepaid expenses                    693,000
   Deferred income tax                             (18,511,000)
   Accounts payable                                 (3,826,000)
   Accrued interest                                 16,437,000
   Accrued expenses and other current liabilities   16,502,000
Other, net                                            925,000
                                                  ------------
    Total adjustments                              461,529,000
                                                  ------------
Net cash provided(used in)operating activities
before reorganization items                         72,557,000
                                                  ------------
Net cash used for reorganization items             (62,480,000)
                                                  ------------
Net cash provided by(used in)operating activities   10,077,000

Cash flows from investing activities:
Capital expenditures                              (25,259,000)
Proceeds from sale of land, property and equip.       452,000
Investments in joint ventures                      (3,159,000)
Distributions in excess of earnings from joint      2,147,000
Construction contracts payable                       (445,000)
Proceeds from repayment of Native American
development costs                                  42,806,000
Native American development costs                 (14,142,000)
Other, net                                         (8,624,000)
                                                  ------------
Net cash used in investing activities              (6,224,000)
                                                  ------------

Cash flows from financing activities:
Borrowings under Credit Agreement with
maturity dates less than 3 mos., net                2,870,000
Payments under Term Loan with maturity dates
greater than three months                          (1,875,000)
Payments on financing costs                                 0
Redemption of senior subordinated notes                     0
Other, net                                           (515,000)
                                                  ------------
Net cash provided by (used in) financing activities    480,000
                                                  ------------
Cash and cash equivalents:
Increase(decrease)in cash and cash equivalents      4,333,000
Balance, beginning period                         185,193,000
                                                  ------------
Balance, end of period                           $189,526,000
                                                  ============

                        About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STATION CASINOS: Wins Nod to Amend & Assume HQ Lease With Cole
--------------------------------------------------------------
Station Casinos, Inc., sought and obtained the Bankruptcy Court's
authority to amend an office lease dated November 1, 2007, with
Cole So Las Vegas NV, LLC, and assume that lease as amended.  The
lease, referred to as the "HQ Lease," is for a 3-story building
located at 1505 South Pavilion Center Drive, in Las Vegas, Nevada.

The parties engaged in good faith, arms' length negotiations to
amend the HQ Lease to provide, among other things, for the
reduction in Basic Annual Rent for the Initial Term of the HQ
Lease commencing with the rent period that begins on September 1,
2010.  In the first four years of the remaining Initial Term of
the HQ Lease, after the effective date of the Amendment, the Basic
Annual Rent will be reduced according to these terms:

  (a) In Lease Year 4, the Basic Annual Rent will be reduced
      from $5,438,133 to $2,909,718;

  (b) In Lease Year 5, the Basic Annual Rent will be reduced
      from $5,506,110 to $2,909,718;

  (c) In Lease Year 6, the Basic Annual Rent will be reduced
      from $5,574,936 to $3,059,003; and

  (d) In Lease Year 7, the Basic Annual Rent will be reduced
      from $5,644,623 to $3,209,003.

Pursuant to the Amendment, in Lease Years 8 through Year 20, the
Basic Annual Rent will be increased pursuant to a set formula;
which formula is calculated using the reduced Basic Annual Rent
numbers set forth in the Amendment.

In addition to the reduction in Basic Annual Rent, the landlord
consents to SCI's assumption and assignment of the HQ Lease.

In a declaration, Thomas Friel, executive vice president, chief
accounting officer, and treasurer of Station Casinos, Inc.,
maintained that the Amendment is a proper exercise of the Debtor's
business judgmen

                        About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SYNERGEX: Toronto Stock Exchange Extends Listing Review Process
---------------------------------------------------------------
Synergex Corporation disclosed that the Toronto Stock Exchange has
granted the Company an extension of its continued listing review
process.  The Company expects to cure its reporting defaults by
mid-December after which time it will apply to the Securities
Regulatory Authorities for a lifting of the general cease trade
order.

The impact of the global financial crisis, and foreign exchange
fluctuations, resulting in changes in the Company's cost of
capital in 2009 and earlier in 2010 were significant challenges
for Synergex.

The Company has implemented a restructuring action plan to meet
these challenges, and management expects improvement in the short-
term and long-term resulting from significantly lower staffing and
other operating costs, as well as improving economic conditions in
the 6 countries in North and South America where Synergex has
active, ongoing operations.

"In addition to lowering costs, Synergex met these challenges
through increasing revenue in the Company's logistics operations,
which is less capital intensive than the distribution operations.
We succeeded in diversifying our products and services within the
supply chain services industry that is our foundation," said David
Aiello, President and CEO.  "We have recast our business model and
foresee that less capital intensity will be required in order to
earn income."

Management will focus on supply chain management services and
related technologies which is expected to enhance the Company's
financial strength and create value for its shareholders.
Synergex helps customers optimize cost and customer satisfaction
by co-managed planning and order acquisition, and through flawless
execution of inventory movement between manufacturing plants and
final customers.

                    About Synergex Corporation

Synergex is a premier international service provider of
comprehensive supply chain management services in 6 countries
across the Americas, specializing in logistics services,
distribution, localization, packaging and marketing of digital
entertainment products.  Headquartered in Mississauga, Ontario,
with operations across North, Central and South America, Synergex
serves a broad base of customers that includes a number of
multinational enterprises.  Synergex is listed on the Toronto
Stock Exchange and trades under the symbol SYX.


TERRA-GEN FINANCE: Moody's Withdraws 'B1' Rating to $240 Mil. Loan
------------------------------------------------------------------
Moody's Investors Service has withdrawn the B1 senior secured
rating on Terra-Gen Finance Company, LLC, affecting $240 million
of senior secured credit facilities.  The facilities are made up
of a $215 million senior secured term loan and a $25 million
senior secured working capital facility, both due 2012.

                        Ratings Rationale

The credit rating has been withdrawn because Moody's Investors
Service believes it has insufficient or otherwise inadequate
information to support the maintenance of the credit rating.


TERRESTAR NETWORKS: Canada Files Schedules of Assets and Debts
--------------------------------------------------------------

                 TerreStar Networks (Canada) Inc.
                Schedules of Asset and Liabilities

A.   Real Property                                      None

B.   Personal Property
B.2  Bank Accounts
      TD Canada Trust                               $234,646
      TD Canada Trust                                198,582
      Royal Bank of Canada                            45,997
      Royal Bank of Canada                               142
B.9  Insurance Policies                              Unknown
B.16 Accounts Receivable
      TerreStar Networks Inc., intercompany           43,497
B.23 Licenses, franchises & other intangibles        Unknown
B.28 Office Equipment, furnishings & supplies
      Office furniture and computer equipment         22,623
B.29 Equipment and Supplies for Business
      Satellite TerreStar-1                      509,002,753
      Terrestrial Network (Toronto POP)              815,994
B.35 Other Personal Property
       Leashold improvements                          31,716


     TOTAL SCHEDULED ASSETS                     $510,395,954
     =======================================================

C.   Property Claimed                                   None

D.   Creditors Holding Secured Claims
      TerreStar Corporation                       $9,043,430
      U.S. Bank NA, Guaranty Sr. Secured Notes   944,354,969

E.   Creditors Holding Unsecured Priority Claims        None

F.   Creditors Holding Unsecured Non-priority Claims
      Employment Agreement                           Unknown
      Trade Payable                                  Unknown
      Intercompany Payable                           167,611
      Intercompany Payable                           652,867


     TOTAL SCHEDULED LIABILITIES                $954,218,878
     ========================================================

                    Parts of Schedules Sealed

The Debtors sought and obtained approval from the bankruptcy court
to file under seal certain portions of their statements of
financial affairs and schedules of assets and liabilities
containing confidential employee information.

The Debtors identified certain sensitive information that falls
well within the scope of commercial information that may be
protected pursuant to Section 107(b)(1) of the Bankruptcy Code.
Section 107(b) provides courts with the power to issue orders
that will protect entities from potential harm that may result
from the disclosure of certain confidential information.

The Debtor added that disclosure of employees' personal
information in public filings available on the internet would
cause unnecessary lack of privacy and, in many cases, discomfort
for individual employees, which in turn could have a significantly
negative impact on employee morale.

                     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: Canada Files Statement of Financial Affairs
---------------------------------------------------------------
TerreStar Networks (Canada) Inc. reveals that it incurred these
losses from operation of its business:

  Period              Source                       Amount
  ------              ------                  --------------
  YTD 09/30/10        Loss from Operation      ($8,664,183)
  FYE 12/31/09        Loss from Operation      ($5,743,247)
  FYE 12/31/08        Loss from Operation      ($3,135,455)

Vincent Loiacono, chief financial officer of TerreStar Networks
Inc., also discloses that TerreStar Networks Canada earned
certain income and incurred expenses other than from employment
or operation of business:

  Period              Source                       Amount
  ------              ------                  --------------
  YTD 09/30/10        Other income                 $121,747
  YTD 09/30/10        Interest income                   $22
  FYE 12/31/09        Other income                 $622,431
  FYE 12/31/09        Interest income                  $118
  FYE 12/31/08        Other income(expense)       ($439,659)
  FYE 12/31/08        Interest income                $3,887

Within 90 days immediately preceding the Petition Date, TerreStar
Networks Canada paid certain creditors for debts that are not
primarily consumer debts.  The creditor payments are:

   Creditor                              Date          Amount
   --------                            --------        ------
   Anthony Davidowitz                  07/21/10       $14,203
   Bennet Jones LLP                    10/05/10        43,978
   Deloitte & Touche LLP               Various        130,200
   Equinix Canada Ltd.                 Various        119,397
   Ernst & Young                       07/21/10        20,252
   HKMB Hub International              09/30/10        12,746
   Joe Cote                            Various         19,744
   Kevin Hughes                        Various          7,642
   Stikeman Elliott LLP                Various        545,849
   Telesat Canada                      Various        206,056
   Jan Skora Consulting Services Inc.  Various         14,334
   Liaise Administrative Services      Various         25,039
   Nokia Siemens Networks Canada Inc.  09/10/10        70,014

TerreStar Networks Canada also paid these creditors, who are or
were insiders, within one year immediately preceding the Petition
Date:

   Creditor                              Date          Amount
   --------                            --------        ------
   Andre Bureau                         Various       $12,147
   Andre Ouellet                       06/22/10           302
   Pierre Fitzgibbon                    Various        12,147
   Steven Nichols                       Various       181,079

Mr. Loiacono says that TerreStar Networks Canada, on behalf of
itself and its debtor affiliates, made these payments for
consultation concerning debt consolidation, relief under the
bankruptcy law or preparation of the Debtors' petition in
bankruptcy within a year immediately before the Petition Date:

  Firm                                      Date      Amount
  ----                                    --------   --------
  Stikeman Elliott LLP                     Various   $540,557
  Akin, Gump, Strauss, Hauer & Feld LLP   08/02/10     75,082
  Deloitte & Touche LLP                   10/02/10     72,886
  Bennet Jones                            10/05/10     43,978

On September 30, 2010, TerreStar Networks Canada paid $91,023 to
TerreStar Solutions Inc. as setoff against a debt or deposit.

TerreStar Networks Canada reports that its current partners,
officers, directors and shareholders are:

                                                         % of
Name/Entity              Nature of Interest            Interest
-----------              ------------------            --------
Andre Bureau             Director                           --
Andre Ouellet            Vice President Finance             --
Andre Tremblay           Chairman, President & CEO          --
Carl Dexter              Chief Technology Officer           --
Francois Duffar          Director                           --
Jacques Leduc            CFO and Treasurer                  --
Jan Skora                Vice Pres. Regulatory              --
Jeffrey Epstein          Director                           --
Pierre Fitzgibbon        Director                           --
Rene Bousquet            Chief Commercialization Officer    --
TerreStar Networks Inc.  Stockholder                       20%
TerreStar Networks
Holdings (Canada) Inc.  Stockholder                        80%

                     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: Proposes to Limit Equity, Claims Trading
------------------------------------------------------------
TerreStar Networks, Inc., and its debtor affiliates seek an order
from the Bankruptcy Court:

  (a) requiring these parties to provide certain information
      necessary to prepare and obtain approval of an application
      to the Federal Communications Commission to transfer
      control of TerreStar License Inc. to reorganized TSL and
      to prepare and obtain a grant of any required petition for
      declaratory ruling:

         * Holders of allowed Senior Secured PIK Notes Claims,
           allowed Other Unsecured Claims, and Exchangeable PIK
           Notes Claims in reorganized TSN -- such holder being
           referred to as a "potential equityholder;" and

         * Any entity that, through purchase, acquisition or any
           other means, obtains or increases the amount of
           Claims it holds in reorganized TSN, in a way that the
           Transferee is a Potential Equityholder;

  (b) restricting the purchase or sale of any claims against the
      Debtors during the "Licensing Period" to the extent that
      purchase or sale of Claims could result in either:

         * an entity becoming or ceasing to be a holder of at
           least 8% of total equity in Reorganized TSN at the
           expected time of confirmation in Reorganized TSN --
           such entity being referred to as a "substantial
           equityholder;" or

         * an entity (y) becoming or ceasing to be the largest
           holder of equity in Reorganized TSN, or (z) the
           holder of more than 50% of the total outstanding
           equity in Reorganized TSN -- such entity being
           referred to as a "controlling equityholder;" and

  (c) establishing notification and hearing procedures to
      request relief from the Trading Restrictions for the
      duration of the Licensing Period, which is defined as the
      period from the day that the FCC Application is submitted
      with the FCC until the occurrence of the effective date of
      a Chapter 11 plan of reorganization in the Debtors' cases.

The Debtors' request is designed to protect its interests in a
FCC application for the transfer of the control of TSL to
reorganized TSL.

The FCC originally authorized TSN in May 2007 to utilize certain
specified spectrum to provide mobile satellite service in the
United States using a geosynchronous satellite system.  In
February 2008, TSN assigned that FCC authorization to its wholly
owned direct subsidiary, TSL.  By January 2010, the FCC further
authorized TSL to incorporate an ancillary terrestrial component
to the mobile satellite service system, subject to meeting
certain criteria.

The Debtors recently executed a Restructuring Support Agreement
with their largest secured creditor, EchoStar Corporation, by
which EchoStar committed (i) to support a plan of reorganization
for the Debtors consistent with a Restructuring Term Sheet
attached to the RSA, and (ii) to backstop a rights offering that
will repay the Debtors' DIP Facility in full and in cash.  The
Term Sheet contemplates the distribution of new equity in
Reorganized TSN on the plan effective date to certain of the
Debtors' creditors and equity holders.

The issuance of new equity is deemed to cause a change of control
of TSN and control will move from the current equity holders of
TSN's parent, TerreStar Corporation, to the new equity holders,
creating Reorganized TSN.  The change of control of TSN, in turn,
will cause a change of control over TSL, creating Reorganized TSL
and, hence, a change in control of the holder of the FCC Licenses
themselves.

This resulting transfer of control of TSL upon consummation of
the Plan requires prior FCC approval, Ira S. Dizengoff, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, notes.  Securing
regulatory approval for the change of control of TSL to
Reorganized TSL is also a condition precedent to the Effective
Date of the Plan as set forth in the Term Sheet and the related
Equity Purchase Commitment Agreement.

To secure an approval, the Debtors must provide an accurate
description of the ownership in Reorganized TSN in the FCC
Application, and of the ownership in Reorganized TSN by aliens,
foreign corporations, and foreign governments in the petition for
declaratory ruling, if any, Mr. Dizengoff explains.

If certain trading in TSN Claims is not restricted during the
Licensing Period, a Substantial Change may occur.  Thus, the
Debtors ask Judge Sean Lane to restrict the purchase or sale of
Claims during the Licensing Period to the extent that the process
will change a Substantial Equityholder's or a Controlling
Equityholder's ownership in Reorganized TSN.

Mr. Dizengoff reveals that in accordance with Section 310(d) of
the Communications Act of 1934, as amended, and the Commitment
Agreement, the parties plan to submit the FCC Application to seek
FCC approval of the transfer of control of TSN, the parent of
TSL, which in turn directly holds the FCC Licenses, as
contemplated by the Plan and the EPCA.

The FCC's rules and procedures require transfer of control
applicants to disclose the identity of all proposed equity
holders who are expected to have a 10% or greater ownership
interest, as well as to identify any entities that are
expected to hold either a de jure or a de facto controlling
interest.  Affiliated entities will be aggregated and considered
as a single holder in determining ownership and control.  In
addition, the Communications Act limits the equity ownership that
aliens, foreign corporations and foreign governments can hold in
a licensee.

Upon receipt of the FCC Application, the FCC will review the
application for completeness.  If the FCC Application is deemed
substantially complete upon that initial review, the FCC will
accept the FCC Application for filing and issue a public notice
seeking public comment regarding the FCC Application.  The FCC
generally may not grant an approval of the FCC Application
earlier than 30 days following the FCC's issuance of the Public
Notice.

While the FCC Application is pending, the Debtors will be
required to notify the FCC of certain changes to information set
forth in the FCC Application either through an administrative
update, or via an amendment to the FCC Application if the change
is determined to be "substantial."

If an amendment to the FCC Application is filed, the amendment
may need to be placed on Public Notice for an additional 30 days,
which would essentially restart the Public Notice Period relating
to the FCC's review of the FCC Application.

Unless restricted, the trading of Claims against the Debtors
while the FCC Application is pending could require the Debtors to
file an amendment to the FCC Application because even a small
transaction by an entity not disclosed in the FCC Application
could cause that entity to become a Substantial Equityholder, Mr.
Dizengoff points out.

To be able to gather all the needed information, the Debtors ask
the Court to require any Claim Transferee and all Potential
Equityholders to provide to the Debtors' counsel, within seven
business days of the subject transaction:

  A. name, address, citizenship, and the percentage of
     Reorganized TSN voting and equity stock to be held by the
     Potential Equityholder;

  B. name, address, citizenship, and the percentage of voting
     and equity stock of those equity holders that directly or,
     by and through intermediate subsidiaries or entities,
     indirectly hold a voting and/or equity interest in the
     Potential Equityholder;

  C. the percentage of foreign equity and voting ownership of
     that entity as determined in a manner consistent with the
     FCC's rules and policies with respect to calculating
     foreign ownership for purposes of demonstrating compliance
     with Section 310(b) of the Communications Act; and

  D. for all foreign entities, (1) the country of a foreign
     entity's incorporation, organization or charter, (2) the
     nationality of all investment principals, officers, and
     directors, (3) the country in which the world headquarters
     is located, (4) the country in which the majority of the
     tangible property, including production, transmission,
     billing, information, and control facilities, is located,
     and (5) the country from which the foreign entity derives
     the greatest sales and revenues from its operations.

To further ensure compliance with the Trading Restrictions, the
Debtors propose these notification and hearing procedures:

  A. Acquisition Notice: During the Licensing Period, prior to
     the consummation of any transfer of any Claim against the
     Debtors that would result in an entity becoming a
     Substantial Equityholder or a Controlling Equityholder upon
     emergence, the Transferee will file with the Court, and
     serve on the Debtors' counsel, advance written notice of
     the intended transfer.  The Acquisition Notice must include
     an opinion by counsel to the Transferee that it is
     reasonably likely that the proposed transaction will not
     constitute a Substantial Change to the FCC Application and
     therefore, not trigger a new Public Notice Period.

  B. Disposition Notice: During the Licensing Period, prior to
     the consummation of any transfer of any Claim against the
     Debtors that would result in an entity ceasing to be a
     Substantial Equityholder or Controlling Equityholder upon
     emergence, the transferor will (i) complete and provide
     Section Five of the FCC Ownership Questionnaire to counsel
     to the Debtors by the Disclosure Date and (ii) file with
     the Court, and serve on counsel to the Debtors, advance
     written notice of the intended transfer.  The Disposition
     Notice must include an opinion by counsel to the transferor
     that it is reasonably likely that the proposed transaction
     will not constitute a Substantial Change to the FCC
     Application and therefore, not trigger a new Public Notice
     Period.

  C. Objection Procedures: The Debtors will have 10 business
     days after receipt of an Acquisition Notice or a
     Disposition Notice to file with the Court and serve on the
     entity filing the Transfer Notice an objection to the
     proposed transfer on the grounds that it is not reasonably
     acceptable to Debtors.

     If an objection is filed, the concerned entity will not
     proceed with the proposed transaction unless (i) the
     objection is withdrawn or overruled, or (ii) the proposed
     transaction is approved by a final and non-appealable order
     of the Bankruptcy Court.

     If no objection to a Transfer Notice is filed within 10
     business day period, the transaction may proceed solely as
     set forth in the Transfer Notice.

The only way for the Debtors to verify, with certainty, that the
FCC Application is and remains complete and accurate is through
the disclosure of Equityholder Information by Potential
Equityholders and Transferees, Mr. Dizengoff insists.

The Trading Restrictions are also necessary for the Debtors to
avoid incurring unnecessary additional costs, because changes in
the identity of the Substantial and Controlling Equityholders may
prolong the Licensing Period, Mr. Dizengoff notes.  The
Restrictions, he adds, are narrowly tailored, do not bar trading
of all claims, and are limited in duration.

The Trading Procedures, he further asserts, are both fair and
necessary to ensure the expeditious approval of the FCC
Application and therefore the Debtors' emergence from bankruptcy.

The Court will hear the Debtors' request on November 22, 2010, at
11:00 a.m. prevailing Eastern Time.  Objections are due no later
than November 15, at 5:00 p.m. prevailing Eastern Time.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


TERRESTAR NETWORKS: Proposed $75 Mil. Financing Facing Objections
-----------------------------------------------------------------
In separate filings, Spring Nextel Corporation, Solus Alternative
Asset Management LP and Remus Holdings LLC, and Harbinger Capital
Partners LLC asked the bankruptcy court to deny TerreStar Networks
Icn.'s request to obtain postpetition financing and use cash
collateral.

Representing Spring Nextel, Eric T. Moser, Esq., at K&L Gates
LLP, in New York, contends that the DIP Motion is the first step
in a proposed process that is intended to transfer substantially
all value from the Debtors' valuable spectrum licenses to the
Debtors' secured lenders even though those lenders have no
security interest in those licenses.

One of the Debtors' assets is their license to use 20 MHz of
spectrum in the 2 GHz spectrum band.  The S-Band License is
currently held by TerreStar License, Inc., a wholly owned
subsidiary of TerreStar Networks, Inc.  TLI has no ongoing
operations and was formed solely to hold licenses and related
regulatory approvals.  Since the Federal Communications
Commission prohibit the grant of a security interest in an FCC-
granted radio spectrum license, the FCC Licenses, including the
valuable S-Band License, are unencumbered assets, Mr. Moser
relates.  Even if a security interest could be granted in the FCC
Licenses or the proceeds thereof, that security interest would be
subordinate to obligations imposed by the FCC, including certain
reimbursement obligation owed to Sprint Nextel, Mr. Moser
asserts.

Sprint Nextel is a significant unsecured creditor in the Debtors'
Chapter 11 cases and will be directly harmed if the FCC Licenses
are transferred, Mr. Moser tells Judge Lane.  He maintains that
that since the FCC Licenses held by TLI are unencumbered, Sprint
is entitled to share in any distribution of value derived from
the FCC Licenses on at least a "pari passu" basis.

Sprint Nextel has a claim of more than $100 million against TLI
and each of the other debtor entities, according to Mr. Moser.

Specifically, Sprint Nextel argues that:

  * There is no justification for TLI to be a guarantor of the
    DIP Financing.  If a guaranty is provided it should be
    limited in scope and should require that (i) the DIP Lenders
    first seek repayment from the Debtor entities that actually
    receive proceeds of the DIP Financing, and (ii) the amount
    of the guaranty provided by TLI will not exceed the value of
    the benefit, if any, that TLI actually receives from the DIP
    Financing;

  * Any order approving the DIP Financing should clarify
    (i) that entry of the order does not constitute a
    determination of the scope, validity, or priority of any
    claims against TLI or any purported prepetition liens in the
    Debtors' spectrum licenses or the proceeds thereof, (ii) that
    all parties-in-interest remain free to contend that the
    Debtors' spectrum licenses, and any proceeds or economic
    benefit thereof, are not subject to the prepetition liens of
    the Senior Secured Noteholders, and (iii) that any challenge
    is not subject to any deadline otherwise contained in the DIP
    Order regarding the imposition of claims against the Senior
    Secured Noteholders; and

  * The DIP Financing should not be conditioned on the
    assumption of the Restructuring Support Agreement or the
    overly aggressive Milestone Requirements.

Counsel to Solus Alternative and Remus Holdings, Susheel
Kirpalani, Esq., at Quinn Emanuel Urquhart & Sullivan LLP, in New
York, contends that the Debtors' DIP Financing Motion will
"propel these cases down an irreversible, predetermined course
charted for the singular purpose of serving EchoStar's interests
at the expense -- and to the detriment of all other
stakeholders."

Mr. Kirpalani also argues that the DIP Agreement restrict the
Debtors' ability to appropriately exercise their fiduciary
duties.  The DIP Credit Agreement, he maintains, is improperly
tied to the Restructuring Support Agreement the Debtors entered
into with EchoStar Corporation because the two documents contain
cross-defaults that give EchoStar, as DIP lender, the unilateral
control over the Chapter 11 reorganization.

"A DIP Agreement should work to assist the Debtor in building a
bridge to emergence, not to misappropriate assets and the Chapter
11 process to a single stakeholder," Mr. Kirpalani says, on
behalf of Solus Alternative and Remus Holdings.

Harbinger Capital supports Solus Alternative's arguments.
Counsel to Harbinger Capital, Debra A. Dandeneau, Esq., at Weil
Gotshal & Manges LLP, in New York, relates that Harbinger
Capital's primary objection to the DIP Financing is its link to
the Restructuring Support Agreement.  " The DIP Financing should
be used by the Debtors to benefit all stakeholders in these cases
and increase the potential distributions to those stakeholders,"
Ms. Dandeneau says.

                   MAST Capital Seeks Change
                    to Proposed Final Order

MAST Capital Management LLC asserts that the form of Final DIP
Financing Order proposed by the Debtors should be modified to
address its concerns.

Mark R. Somerstein, Esq., at Ropes & Gray LLP, in New York,
relates that MCM has these concerns:

  1.  Lenders under the prepetition Purchase Money Credit
      Agreement are oversecured; and

   2. The Final Order improperly proposes that the Superpriority
      Claims granted in respect of the DIP Obligations will have
      priority over all claims.

Mr. Somerstein contends that the Debtors premise the grant of
somewhat limited forms of adequate protection to the PMCA Lenders
upon the presumption that the value of the Prepetition PMCA
Obligations substantially exceeds the value of the PMCA
Collateral.  He points out that the Final Order, however, fails
to make a specific finding in that regard.

Mr. Somerstein further relates that the DIP Lenders should not be
permitted to effectuate a "backdoor priming" if the PMCA
Collateral declines in value during the pendency of the Debtors'
bankruptcy cases.  Therefore, the priority of the PMCA Claims
should be elevated above the Superpriority Claims.

                     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: Solus Demands Documents From Debtors
--------------------------------------------------------
Solus Alternative Asset Management LP and Remus Holdings LLC,
each in its capacity as a holder of 6.5% senior exchangeable
payment-in-kind notes due 2014 of TerreStar Networks Inc., ask
Judge Sean Lane to compel the Debtors to respond to requests for
production of documents served by the Noteholders.

Susheel Kirpalani, Esq., at Quinn Emanuel Urquhart & Sullivan
LLP, in New York, tells the Court that Solus and Remus are forced
to file a motion due to the Debtors' "continued gamesmanship and
failure to abide by the procedural rules governing discovery in
these cases, as modified by the Court's case management order."

Mr. Kirpalani reveals that after a conference call with the Court
on November 12, 2010, the Noteholders negotiated a document
request in addition to certain documents the Debtors had already
agreed to provide.

Given the timing issues, the Noteholders asked for production of
the documents on a rolling basis, commencing on November 12,
2010, Mr. Kirpalani states.  As of 11:59 p.m. EST on Sunday,
November 14, 2010, the Debtors had failed to produce a single
responsive document, he reveals.

The Noteholders do not understand the Debtors' refusal to comply
with a straightforward document request, but are concerned that
the Debtors may be preparing a massive, middle-of-the-night
electronic data dump on the Noteholders, Mr. Kirpalani tells
Judge Lane.  He explains that the result of a massive data dump
will be uncertain whether the Noteholders will have an
opportunity to review the documents prior to the deposition of
the Debtors' witness scheduled for 2 p.m. EST on November 15,
2010.

Accordingly, regardless of whether the data dump occurs or not,
the Noteholders reserve all rights in connection with the
Debtors' production of documents, including the right to compel
production of documents, in the event the Noteholders are unable
to locate responsive documents, if any, that are contained in a
massive electronic data dump, prior to the commencement of the
deposition of the Debtors' witness, Mr. Kirpalani asserts.

By failing to produce documents prior to November 15, the Debtors
have wrongfully withheld documents that are important to
assessing the Debtors' request to approve postpetition financing,
Mr. Kirpalani contends.  The DIP Motion should not be approved
until the documents have been produced and the Noteholders have
been afforded sufficient time to review them, he insists.

In opposing the DIP Financing Motion, the Noteholders asked for
the production of documents concerning the Debtors' alleged
efforts to market their assets to potential acquirors, including
both potential strategic acquirors and potential financial
acquirors.

"That information," Mr. Kirpalani maintains, "is essential to
assessing what progress has been made in marketing the Debtors'
assets, which in turn is absolutely critical to determining
whether the limited amount of time provided under the DIP Motion
for submission of alternative restructuring proposals would, as a
practical matter, preclude the Debtors from pursuing a
transaction other than the current transaction with EchoStar."

                     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)


TONG KIM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Joint Debtors: Tong Hun Kim
               Yun Joug Kim
               2164 E. Taurus Place
               Chandler, AZ 85249

Bankruptcy Case No.: 10-36497

Chapter 11 Petition Date: November 11, 2010

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: Cindy Lee Greene, Esq.
                  CARMICHAEL & POWELL, P.C.
                  7301 N. 16th Street, Suite 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  E-mail: c.greene@cplawfirm.com

Scheduled Assets: $758,732

Scheduled Debts: $2,021,603

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb10-36497.pdf


TRIBUNE CO: Gets Nod of Avoidance Actions Tolling Pact
------------------------------------------------------
Prior to and after the Petition Date, Tribune Co. and its units
made certain transfers of cash and other assets, and carried out
transactions between each other, and also between the Debtors, on
the one hand, and the Non-Debtor Affiliates, on the other hand.
The Intercompany Transfers occurred, among other things, in
connection with the cash management system maintained by most of
the Parties.

Pursuant to the limitations periods contained in Section 546(a),
549(d), and 108(a) of the Bankruptcy Code, and other applicable
bankruptcy or non-bankruptcy law or "SOLs," the time within which
the Debtors and Non-Debtor Affiliates may commence actions or
proceedings under Sections 544, 545, 547, 548, 549 or 553 of the
Bankruptcy Code with respect to Intercompany Transfers and may
commence actions or proceedings expires on December 8, 2010.

James Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois,
attorney for the Debtors, says the Debtors and Non-Debtor
Affiliates wish to toll the SOLs and, thereby, preserve any
Avoidance Actions and Intercompany Actions, whether asserted by
claim, counterclaim, cross-claim, or otherwise, and whether or not
the Debtors or Non-Debtor Affiliates actually commence one or more
Avoidance Actions or Intercompany Actions on or before December 8,
2010, or any other date upon which an applicable SOL would expire.

To that end, the Debtors and the Non-Debtor Affiliates desire and
are willing to enter into the Agreement between and among
themselves in order to preserve any and all Avoidance Actions and
Intercompany Actions, if any, that they may have according to the
terms set forth in the Agreement.

According to Mr. Conlan, settlement and resolution of intercompany
claims, including Avoidance Actions and Intercompany Actions, is a
subject of the Debtors' recently filed plan of reorganization and
may also be the subject of other reorganization plans.  Pending
addressing resolution of these claims in connection with the plan
of reorganization process, the Debtors wish to preserve and avoid
compromising potential Intercompany Actions and Avoidance Actions
by the running of the SOLs, he tells the Court.

The material terms of the Agreement are:

  -- The time period extending from October 28, 2010 until the
     date the Agreement expires or is terminated in accordance
     with its terms will not be counted in determining the time
     in which the Parties, or their successors or assigns,
     including, without limitation, any trust established
     pursuant to a plan of reorganization or otherwise, will be
     permitted by any SOL to file an Avoidance Action or
     Intercompany Action.

  -- The Parties waive any defense under Section 546(a) or any
     other SOL, including off-set arguments arising under
     Section 502(d), and agree not to assert time-based defenses
     of any kind, including but not limited to laches, waiver,
     or estoppels, to any Avoidance Action or Intercompany
     Action due to the passage of time between the date of the
     Agreement and the Expiration Date.

  -- The Agreement will remain in force and effect until
     June 30, 2011, unless the Tolling Period is extended earlier.

The Debtors accordingly sought and obtained approval fo the
Agreement.

The Debtors tell the Court that with the approval of the
Agreement, and in view of the plan of reorganization process, they
do not anticipate presently commencing any Avoidance Actions or
Intercompany Actions.

                          *     *     *

The Debtors certified to the Court that no objection was filed as
to the Motion.

At the hearing on the Motion on November 10, 2010, the Court
raised issue with the language contained in the last paragraph of
the proposed form of Agreement and Order regarding Tolling of
Statutes of Limitation and advised counsel for the Debtors that
the Court would be willing to approve the Tolling Agreement
without that language.

Accordingly, the Debtors delivered to the Court a Revised Tolling
Agreement which deleted the language questioned by the Court in
the last paragraph.

The Court subsequently approved the Revised Tolling Agreement on
November 12, 2010, a full-text copy of which is available for free
at http://bankrupt.com/misc/Tribune_TollingAgmtOrd.pdf

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

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


T.S.P. CO.: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: T.S.P. Co., Inc
        P.O. Box 23652
        Lexington, KY 40523

Bankruptcy Case No.: 10-53637

Chapter 11 Petition Date: November 14, 2010

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

Debtor's Counsel: David M. Kaplan, Esq.
                  9 Mentelle Park
                  Lexington, KY 40502
                  Tel: (859) 233-0552
                  E-mail: DMKap@aol.com

Scheduled Assets: $2,448,703

Scheduled Debts: $2,411,907

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/kyeb10-53637.pdf

The petition was signed by David J. Phillips, president.


TWIN CITY LOFTS: Files for Chapter 11 Amid Vacancy
--------------------------------------------------
Brian Chappatta, writing for Crain's New York Business, reports
that The Backer Group has filed for Chapter 11 bankruptcy
protection for one of its holdings -- Twin City Lofts.

Twin City Lofts owns a two-story, 50,000-square-foot industrial
building at 1050 Atlantic Ave. in Brooklyn's Prospect Heights.
The Backer Group bought the building early in 2007 for $5 million,
Crain's reports, citing CoStar Property data.  The building has
been on the market for more than three years, with an asking price
of $6 million.

Crain's says Yehuda Backer, who is listed in the bankruptcy filing
as "managing member" of Twin City Lofts and is also an executive
of the Backer Group, declined to comment on either the details of
the property or the bankruptcy.  He simply noted that the building
is "empty."  His attorney did not return phone calls.

Crain's reports that according to CoStar, the property has been
vacant since October 2009. The previous owner of the space was
Finetex Yarn Corp.

Twin City Lofts listed assets of $10 million and total debts of
$4.72 million.  The Backer Group is listed as the holder of the
largest unsecured claim, nearly $1.1 million.  The New York City
Department of Finance holds a claim of about $127,000.

The Backer Group is a Brooklyn-based development and management
company.  Crain's says it stirred up a firestorm of controversy in
Williamsburg for allegedly pricing a beloved local bagel shop out
of its lease to make way for a Starbucks.

Twin City Lofts, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 10-50625) on November 11, 2010.  Judge
Joel B. Rosenthal presides over the case.  David Carlebach, Esq.,
in New York, serves as the Debtor's counsel.


TYSON FOODS: Higher Costs & Pricing Are Risks, Fitch Says
---------------------------------------------------------
According to Fitch Ratings' 2011 Outlook for the Commodity Food
Industry, credit upside exists, despite rising inflationary
pressure and concerns about pricing.

Credit profiles improved meaningfully in 2010, free cash flow is
positive, liquidity is adequate and for most issuers debt
reduction remains a focus.  Fitch is concerned about operating
earnings declines in dairy and produce but is cautiously
optimistic that the protein industry can manage through a more
challenging cost environment.  Moderate pricing is anticipated for
commodity food companies but volume growth will vary across
categories.

'Credit upside exists for the industry in 2011, given that the
Rating Outlooks for Del Monte, Tyson and Smithfield are all
Positive,' said Carla Norfleet Taylor, Director at Fitch.  'Del
Monte and Tyson are investment grade candidates, and Smithfield
could be upgraded within the 'B' category if hog production stays
profitable and deleveraging continues.  The Rating Outlook for
Dean Foods, however, could be revised to Negative if the current
trajectory of operating earnings declines continues.'

Fitch views supply levels as the primary factor for commodity food
pricing in 2011, due to limited brand strength for the industry,
value-seeking consumers, and retailer pushback within certain food
categories.  Higher than expected corn, fuel and fluid raw milk
costs or weaker than expected pricing due to increased supply or
weak global demand would be negative for the industry.

High feed costs should curb protein production while exports are
expected to grow despite reduced demand from Russia.  Volatility
around European banana supply and pricing, which historically
occurs around changes in tariffs, remains a risk for global fresh
produce firms but 2011 should be a better year for prices.
Private label penetration and negative mix shift have reduced
margins for milk processors and Fitch expects excess capacity and
competition to limit price increases.

Modest pricing, operating efficiencies, and effective hedging
should partially mitigate margin compression for commodity food
companies.  However, significant reductions in operating cash
flow, negative FCF, and concerns about liquidity along with
violations of financial covenants could result in Outlook
revisions and or downgrades.

The full report '2011 Outlook: Commodity Food; Credit Upside
Exists but Inflationary Cost Pressures and Pricing Concerns Rise'
is available on the Fitch Ratings web site 'www.fitchratings.com.'

These companies are covered by this outlook:

  -- Tyson Foods, Inc. ('BB+'; Outlook Positive);
  -- Smithfield Foods, Inc. ('B-'; Outlook Positive);
  -- JBS S.A. ('BB-'; Outlook Stable)
  -- Dean Food Co. Inc. ('B+'; Outlook Stable);
  -- Dole Food Co. Inc. ('B'; Outlook Stable);
  -- Del Monte Foods Co. ('BB+'; Outlook Positive).


US ANTIMONY: Earns $85,800 in September 30 Quarter
--------------------------------------------------
United States Antimony Corporation filed its quarterly report on
Form 10-Q, reporting net income of $85,815 on $2.66 million of
revenue for the three months ended September 30, 2010, compared
with a net loss of $49,718 on $1.21 million of revenue for the
same period of 2009.

At September 30, 2010, the Company had negative working capital of
approximately $58,877 and an accumulated deficit of
$20.72 million.

The Company's balance sheet at September 30, 2010, showed
$4.77 million in total assets, $1.14 million in total liabilities,
and stockholders' equity of $3.63 million.

As reported in the Troubled Company Reporter on April 7, 2010,
DeCoria, Maichel & Teague, P.S., in Spokane, Wash., 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 of the Company's negative working capital and
accumulated deficit.

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

               http://researcharchives.com/t/s?6e64

Thompson Falls, Mont.-based United States Antimony Corporation
produces and sells antimony and zeolite products.


VALLEJO, CA: City Manager Presents Five-Year Budget
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the city manager of Vallejo, California, gave the
city council a five-year budget to form the basis for a plan for
concluding the city's Chapter 9 municipal reorganization.

According to the report, the budget would defer principal payments
on debt until 2013, when payments would begin on a reduced level.
The manager also wants city workers to increase contributions to
their health plan and reduce benefits for future workers.  The
budget is under discussion with creditors and unions.  The city
council will consider approving the budget at a Nov. 30 meeting.

                       About City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represent the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.


WASHINGTON MUTUAL: Files Motion to Abandon WMI Equity in Unit
-------------------------------------------------------------
BankruptcyData.com reports that Washington Mutual (WMI) filed with
the U.S. Bankruptcy Court a motion, pursuant to Section 554(a) of
the Bankruptcy Code, for authorization to abandon WMI's equity
interests in Washington Mutual Bank (WMB).

Based on WMI's valuation of the WMB stock, WMI has determined that
the stock is, in and of itself, worthless, and furthermore, that
the potential significant tax saving that may result from a
worthless stock loss deduction up on the abandonment of the WMB
stock justified its abandonment prior to the effective date.

A hearing to consider the motion is scheduled for December 17,
2010 and objections are due by November 29, 2010.

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


WEST CAPE: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: West Cape Properties, LLC
        334 West Front Street
        Media, PA 19063

Bankruptcy Case No.: 10-19852

Chapter 11 Petition Date: November 12, 2010

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  E-mail: aciardi@ciardilaw.com

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

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

A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/paeb10-19852.pdf

The petition was signed by Kenneth R. Schuster, manager/member.


WEST VALLEY CHILD: Dist. Ct. Denies Retroactive Lease Termination
-----------------------------------------------------------------
The Hon. John W. Sedwick of the U.S. District Court for the
District of Arizona affirms the Bankruptcy Court's decision
denying retroactive termination of the lease between West Valley
Child Crisis Center, Inc., and Westfest LLC.  The lease is
rejected effective May 10, 2010, the date of the Bankruptcy
Court's order rejecting the lease.  West Valley sought a
retroactive lease rejection date of March 29, 2010, the date the
parties' standstill agreement had expired.

The District Court's Order and Opinion, dated November 12, 2010,
is available at http://is.gd/hhqKLfrom Leagle.com.

Based in Peoria, Arizona, West Valley Child Crisis Center, Inc.,
filed for Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No.
10-09210) on March 31, 2010.  Judge George B. Nielsen Jr. presides
over the case.  Thomas E. Littler, Esq., at Gordon Silver, in
Phoenix, serves as the Debtor's bankruptcy counsel.  The Debtor
estimate $500,001 to $1 million in assets and $1 million to
$10 million in debts in its petition.


WESTLAND PARCEL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Westland Parcel J Partners, LLC
        2801 East Spring Street Suite 250
        Long Beach, CA 90806

Bankruptcy Case No.: 10-58987

Chapter 11 Petition Date: November 15, 2010

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Peter Carroll

Debtor's Counsel: Jeffrey S Shinbrot, Esq.
                  THE SHINBROT FIRM
                  8200 Wilshire Blvd, Ste 400
                  Beverly Hills, CA 90211
                  Tel: (310) 659-5444
                  Fax: (310) 878-8304
                  E-mail: jeffrey@shinbrotfirm.com

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

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

The petition was signed by T. Courtney Dubar, managing member.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
David William Neary                    10-39802   07/20/10


WJO INC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: WJO, Inc.
        424 Mill Street
        Bristol, PA 19007

Bankruptcy Case No.: 10-19894

Chapter 11 Petition Date: November 15, 2010

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. FitzSimon

Debtor's Counsel: Holly Elizabeth Smith, Esq.
                  Thomas Daniel Bielli, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  E-mail: hsmith@ciardilaw.com
                          tbielli@ciardilaw.com

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

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

The petition was signed by William J. O'Brien, III, president.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


ZANETT INC: Remains in Talks to Replace BofA Facility
-----------------------------------------------------
Zanett Inc. said in a regulatory filing it remains in discussion
to replace its revolving credit facility with Bank of America.

Zanett was not in compliance with certain loan covenants as of
September 30, 2010.  The credit facility matured on June 21, 2010.

The Company's line of credit is subject to a forbearance agreement
with BofA.  The forbearance period has been extended a handful of
times, most recently October 31, 2010.  Under the forbearance
agreement, as amended, the advance rate was reduced from 80% of
the face amount of eligible accounts receivable to 62.5% of the
face amount of eligible accounts receivable, and the maximum
revolving loan limit was reduced to $5,000,000.  Under the
forbearance agreement, as amended, interest on loans under the
line of credit was increased by 2.0% to 5.0% per annum over the
base rate of the revolving credit facility.  To date, the
respective obligations of Bank of America and the Company remain
in forbearance pursuant to the forbearance agreement, as amended.

On December 31, 2006 the Company entered into a revolving credit
facility with LaSalle, which later merged with BofA.  As amended,
the available line of credit was based on 80% of eligible accounts
receivable up to a maximum of $6,000,000, which has since been
decreased as described below.  Loans under the revolving credit
facility bear interest at a rate per annum equal to the greatest
of (a) the prime rate, (b) the federal funds rate plus 0.5% or (c)
the 30-day LIBOR rate plus 1.0%, in each case plus 3.0% per annum,
which has since been increased.  In addition to the credit
facility, BofA provides the Company with treasury and cash
management services.  The facility is secured by a first priority
lien on all of the Company's assets.  In addition to the interest
charges there is an unused line fee of 1/2% per annum, payable
monthly.  At September 30, 2010, fees paid to the bank and
attorneys were $178,825.

The credit facility terms require the Company to meet certain
financial covenants, including a fixed charge coverage ratio of
1.25 to 1.0, a maximum senior debt ratio of 2.5 to 1.0,
maintenance of minimum net availability of $500,000 at all times,
and excess cash flow of not less than $0 at all times, tested
quarterly.

The Company had borrowings under its revolving line of credit with
Bank of America of $4,617,484 as of September 30, 2010, which is
reflected as a current liability on the balance sheet.  Available
borrowings under the revolving line of credit were $324,295 as of
September 30, 2010.

On Monday, Zanett reported net income of $94,660 for the three
months ended September 30, 2010, from a net loss of $818,072 for
the same period a year ago.  Zanett posted a net loss of $693,244
for the nine months ended September 30, 2010, from a net loss of
$734,945 for the same period a year ago.

At September 30, 2010, the Company had total assets of
$29,103,622, total liabilities of $21,165,812, and stockholders'
equity of $7,937,810.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?6ec6

Based in New York, Zanett Inc. is an information technology
company that provides customized IT solutions to Fortune 500
corporations and mid-market companies.  Until the disposition of
Paragon Dynamics, Inc., the Company also provided those solutions
to classified government agencies.


ZOOM TELEPHONICS: Earns $279,200 in September 30 Quarter
--------------------------------------------------------
Zoom Telephonics, Inc., filed its quarterly report on Form
10-Q, reporting net income of $279,150 on $4.2 million of revenue
for the three months ended September 30, 2010, compared with a net
loss of $871,851 on $2.5 million of revenue for the same period
last year.  This was the first net profit since the fourth quarter
of 2006.

The Company's balance sheet at September 30, 2010, showed
$4.9 million in total assets, $1.9 million in total liabilities,
and stockholders' equity of $3.0 million.

"The recent history of losses and other conditions raise
substantial doubt about the Company's ability to continue as a
going concern, the Company said in the filing."

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

               http://researcharchives.com/t/s?6ed1

Headquartered in Boston, Massachusetts, Zoom Telephonics, Inc.,
derives its net sales primarily from sales of Internet-related
communication products, principally dial-up modems, fixed and
mobile broadband products, WiFi(R) compatible and Bluetooth(R)
wireless products, and other communication-related products.


* Some Law Firms Begin Offering Small Businesses Flat-Monthly Fees
------------------------------------------------------------------
For many entrepreneurs, phoning an attorney summons images of a
ticking clock and mounting bills, Dow Jones' Small Cap reports.

According to the report, now law firms are trying to win new
customers by offering deep discounts for start-ups.  The report
relates that some firms are offering small businesses a flat-
monthly fee rather than charging them by the hour.  Others offer
flat rates for certain services, such as handling the paperwork
for starting a company, the report says.

The report notes that many small companies say the discounts are a
big help at a time when budgets are tighter than ever.  Ray Case,
a plumbing contractor in Ann Arbor, Mich., says flat fees from
attorney Ken Gross proved precious as he journeyed through
bankruptcy court, folding one company and forming another, the
report posts.

He paid $10,000 total for at least 100 hours of work, and
estimates he saved at least $15,000 over typical hourly rates, the
report adds.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Denene Latricia Bass
      William James Milner
   Bankr. C.D. Calif. Case No. 10-46255
     Chapter 11 Petition filed November 9, 2010
         filed pro se

In Re Ellington's Restaurant Group, LLC
   Bankr. M.D. Fla. Case No. 10-27163
      Chapter 11 Petition filed November 9, 2010
         See http://bankrupt.com/misc/flmb10-27163.pdf

In Re J. Dyn Investments, Inc.
        aka Kabloom
        aka nBlooms of South Tampa
        aka Beautiful Beginnings
   Bankr. M.D. Fla. Case No. 10-27086
      Chapter 11 Petition filed November 9, 2010
         See http://bankrupt.com/misc/flmb10-27086.pdf

In Re South Florida's Best Realty, Inc.
   Bankr. S.D. Fla. Case No. 10-44521
      Chapter 11 Petition Filed November 9, 2010
         filed pro se

In Re 5921 North Winthrop, LLC
   Bankr. N.D. Ill. Case No. 10-50059
      Chapter 11 Petition filed November 9, 2010
         See http://bankrupt.com/misc/ilnb10-50059.pdf

In Re 3200 Soaring, Inc.
   Bankr. D. Nev. Case No. 10-31282
      Chapter 11 Petition Filed November 9, 2010
         See http://bankrupt.com/misc/nvb10-31282.pdf

In Re Tahmaz Yasar
   Bankr. E.D. N.Y. Case No. 10-50548
     Chapter 11 Petition filed November 9, 2010
         filed pro se

In Re Cheesy Does It, Inc.
   Bankr. N.D. Ala. Case No. 10-43203
      Chapter 11 Petition filed November 10, 2010
         See http://bankrupt.com/misc/alnb10-43203.pdf

In Re 20 West Adams Street, LLC
        fdba 20 West Adams Street, Inc.
        fdba The Kimmik Corporation
   Bankr. M.D. Fla. Case No. 10-09811
      Chapter 11 Petition filed November 10, 2010
         See http://bankrupt.com/misc/flmb10-09811.pdf

In Re Island Eye Care, Inc.
   Bankr. D. Hawaii Case No. 10-03433
      Chapter 11 Petition filed November 10, 2010
         See http://bankrupt.com/misc/hib10-03433.pdf

In Re Ken Kunkle, Inc.
        dba Ken Kunkle Chevrolet-Oldsmobile-Cadillac-Geo
   Bankr. N.D. Ind. Case No. 10-14891
      Chapter 11 Petition Filed November 10, 2010
         See http://bankrupt.com/misc/innb10-14891.pdf

In Re Edward J. Pomerleau
   Bankr. D. Mass. Case No. 10-22303
      Chapter 11 Petition filed November 10, 2010
         See http://bankrupt.com/misc/mab10-22303.pdf

In Re TWW & Associates, Inc.
   Bankr. E.D. Mich. Case No. 10-74303
      Chapter 11 Petition filed November 10, 2010
         See  http://bankrupt.com/misc/mieb10-74303.pdf

In Re JSM Enterprises, Inc.
        dba MGM Wine & Spirits
   Bankr. D. Minn. Case No. 10-48380
      Chapter 11 Petition Filed November 10, 2010
         See http://bankrupt.com/misc/mnb10-48380.pdf

In Re Jose Luis Bartra
      Luz Rossana Bartra
   Bankr. D. N.M. Case No. 10-15638
      Chapter 11 Petition Filed November 10, 2010
         See http://bankrupt.com/misc/nmb10-15638p.pdf
         See http://bankrupt.com/misc/nmb10-15638c.pdf

In Re Creative Machining Solutions, Inc.
   Bankr. E.D. N.C. Case No. 10-09304
      Chapter 11 Petition filed November 10, 2010
         See  http://bankrupt.com/misc/nceb10-09304.pdf

In Re Hands & Hearts, Inc.
   Bankr. M.D. Tenn. Case No. 10-12238
      Chapter 11 Petition Filed November 10, 2010
         See http://bankrupt.com/misc/flmb10-12238.pdf

In Re Hairston and Dixon Inc.
        dba Centreville Medical Arts Pharmacy
   Bankr. E.D. Va. Case No. 10-19550
     Chapter 11 Petition filed November 10, 2010
         filed pro se

In Re Animal Sanctuary of the United States
        dba Wild Animal Orphanage
   Bankr. W.D. Texas Case No. 10-54400
      Chapter 11 Petition Filed November 10, 2010
         See http://bankrupt.com/misc/txwb10-54400.pdf

In Re Carolyn Ann Hansen-Faires
   Bankr. W.D. Wash. Case No. 10-23565
     Chapter 11 Petition filed November 10, 2010
         filed pro se

In Re Premier Medical Enterprise Solutions Inc.
   Bankr. M.D. Fla. Case No. 10-27310
      Chapter 11 Petition Filed November 11, 2010
         See http://bankrupt.com/misc/flmb10-27310.pdf

In Re JB Booksellers, Inc.
   Bankr. E.D. Ky. Case No. 10-53593
      Chapter 11 Petition Filed November 11, 2010
         See http://bankrupt.com/misc/kyeb10-53593p.pdf
         See http://bankrupt.com/misc/kyeb10-53593c.pdf

In Re Countryside Enterprises, Inc.
   Bankr. D. Neb. Case No. 10-83307
      Chapter 11 Petition Filed November 11, 2010
         See http://bankrupt.com/misc/neb10-83307.pdf

In Re R.R. Berner Real Estate, Inc.
   Bankr. D. Neb. Case No. 10-83308
      Chapter 11 Petition Filed November 11, 2010
         See http://bankrupt.com/misc/neb10-83308.pdf

In Re Richard R. Berner
      Mary S. Berner
   Bankr. D. Neb. Case No. 10-83305
      Chapter 11 Petition Filed November 11, 2010
         See http://bankrupt.com/misc/neb10-83305.pdf

In Re Seagraves Holdings LLC, A Georgia Limited Liability Company
   Bankr. M.D. Tenn. Case No. 10-12260
      Chapter 11 Petition Filed November 11, 2010
         See http://bankrupt.com/misc/tnmb10-12260.pdf

In Re Roc Rawlings
        dba Rawlings Jwelry
      Denise Rawlings
   Bankr. N.D. Texas Case No. 10-38005
      Chapter 11 Petition Filed November 11, 2010
         See http://bankrupt.com/misc/txnb10-38005.pdf

In Re Larry E. Troup
      Anna D. Troup
        aka Windy Troup
        aka Anna Bolden
   Bankr. C.D. Calif. Case No. 10-46700
      Chapter 11 Petition Filed November 12, 2010
         See http://bankrupt.com/misc/cacb10-46700.pdf

In Re William Bullock Stewart III A Maritime Trust
   Bankr. C.D. Calif. Case No. 10-15814
      Chapter 11 Petition Filed November 12, 2010
          filed pro se

In Re Mourya LLC (Maharani Express)
   Bankr. N.D. Calif. Case No. 10-34483
     Chapter 11 Petition filed November 12, 2010
         filed pro se

In Re Donna E. Connolly
   Bankr. D. Conn. Case No. 10-52756
      Chapter 11 Petition filed November 12, 2010
         filed pro se

In Re C & T Restaurants, LLC
        dba Daniel Thiebaut
        dba Daniel Thiebaut Restaurant
        dba Daniel Thiebaut Catering
   Bankr. D. Hawaii Case No. 10-03463
      Chapter 11 Petition filed November 12, 2010
         filed pro se

In Re Berner, L.L.C.
   Bankr. D. Neb. Case No. 10-83313
      Chapter 11 Petition Filed November 12, 2010
         See http://bankrupt.com/misc/neb10-83313.pdf

In Re 219 West LLC
   Bankr. E.D.N.Y. Case No. 10-78901
      Chapter 11 Petition filed November 12, 2010
         filed pro se

In Re Sgarra Bros., LLC
   Bankr. E.D. Pa. Case No. 10-19850
      Chapter 11 Petition Filed November 12, 2010
         See http://bankrupt.com/misc/paeb10-19850.pdf

In Re Milton Ray Rhodes, Sr.
   Bankr. E.D. Tenn. Case No. 10-35486
      Chapter 11 Petition Filed November 12, 2010
         See http://bankrupt.com/misc/tneb10-35486p.pdf
         See http://bankrupt.com/misc/tneb10-35486c.pdf

In Re Bradley James Bergstrom
        dba Fly By Night Trucking
      Marsha Ann Bergstrom
        fdba Mb Enterprise
   Bankr. M.D. Tenn. Case No. 10-12337
      Chapter 11 Petition Filed November 12, 2010
         See http://bankrupt.com/misc/tnmb10-12337.pdf

In Re Fashion Place Dental, Inc.
   Bankr. D. Utah Case No. 10-35809
      Chapter 11 Petition Filed November 12, 2010
         See http://bankrupt.com/misc/utb10-35809.pdf

In Re Salo Steel Inc.
   Bankr. W.D. Wash. Case No. 10-23685
      Chapter 11 Petition Filed November 12, 2010
         See http://bankrupt.com/misc/wawb10-23685.pdf

In Re Fragile Gifts LLC
   Bankr. N.D. Ga. Case No. 10-94233
      Chapter 11 Petition Filed November 13, 2010
         See http://bankrupt.com/misc/ganb10-94233.pdf

In Re Leonard Joseph Suchanek
   Bankr. E.D. Va. Case No. 10-19649
       Chapter 11 Petition Filed November 14, 2010
          See http://bankrupt.com/misc/vaeb10-19649.pdf

In Re Maria Powell
   Bankr. C.D. Calif. Case No. 10-26245
      Chapter 11 Petition Filed November 15, 2010
         filed pro se

In Re T&L Printing Corporation
        dba T&L Printing Corporation
   Bankr. C.D. Calif. Case No. 10-26257
      Chapter 11 Petition Filed November 15, 2010
         See http://bankrupt.com/misc/cacb10-26257.pdf

In Re Tufu International Inc.
        dba Rice O Kabob
        aka The Rok
   Bankr. C.D. Calif. Case No. 10-26260
      Chapter 11 Petition Filed November 15, 2010
         See http://bankrupt.com/misc/cacb10-26260.pdf

In Re Jacqueline Badenhausen
   Bankr. N.D. Calif. Case No. 10-34503
      Chapter 11 Petition filed November 15, 2010
         filed pro se

In Re Kinyon Culinary Services, Inc.
   Bankr. N.D. Calif. Case No. 10-14392
      Chapter 11 Petition Filed November 15, 2010
         See http://bankrupt.com/misc/canb10-14392.pdf

In Re ISE Limited
   Bankr. S.D. Calif. Case No. 10-20253
      Chapter 11 Petition Filed November 15, 2010
         See http://bankrupt.com/misc/casb10-20253.pdf

In Re Dagsboro Auto & Cycle, LLC
   Bankr. D. Del. Case No. 10-13659
      Chapter 11 Petition Filed November 15, 2010
         See http://bankrupt.com/misc/deb10-13659.pdf

In Re Arcangela Di Cosola
   Bankr. N.D. Ill. Case No. 10-50995
      Chapter 11 Petition filed November 15, 2010
         filed pro se

In Re Kojis Signs Signlite, LLC
   Bankr. W.D. La. Case No. 10-81781
      Chapter 11 Petition Filed November 15, 2010
         See http://bankrupt.com/misc/lawb10-81781.pdf

In Re Rodney Dewayne Welch
   Bankr. W.D. La. Case No. 10-32296
       Chapter 11 Petition Filed November 15, 2010
          See http://bankrupt.com/misc/lawb10-32296.pdf

In Re Top Shelf Properties, LLC
   Bankr. D. Mass. Case No. 10-45661
      Chapter 11 Petition Filed November 15, 2010
         See http://bankrupt.com/misc/mab10-45661.pdf

In Re John E. Roy
      Lucinda L. Roy
   Bankr. W.D. Mo. Case No. 10-62797
       Chapter 11 Petition Filed November 15, 2010
          See http://bankrupt.com/misc/mowb10-62797.pdf

In Re Allen Lynn Frey
        aka Lynn Frey
        aka Allen L. Frey
        dba Frey Angus Ranch
   Bankr. D. N.D. Case No. 10-31414
       Chapter 11 Petition Filed November 15, 2010
          See http://bankrupt.com/misc/ndb10-31414.pdf

In Re Geogenius, LLC
   Bankr. W.D. Wash. Case No. 10-23759
      Chapter 11 Petition Filed November 15, 2010
         See http://bankrupt.com/misc/wawb10-23759.pdf

In Re Meridian Transportation Resources, LLC
   Bankr. W.D. Wash. Case No. 10-23756
      Chapter 11 Petition Filed November 15, 2010
         See http://bankrupt.com/misc/wawb10-23756.pdf

In Re Meridian Transportation Resources (Canada), Ltd.
   Bankr. W.D. Wash. Case No. 10-23755
      Chapter 11 Petition Filed November 15, 2010
         See http://bankrupt.com/misc/wawb10-23755.pdf

In Re Arthur R. Zietlow
        dba TARJ, LLC.
        dba Brazzle, LLC.
        dba Wholesale Carpet and Tile
   Bankr. W.D. Wis. Case No. 10-18382
      Chapter 11 Petition Filed November 15, 2010
          See http://bankrupt.com/misc/wiwb10-18382.pdf



                           *********

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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