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         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, October 24, 2011, Vol. 15, No. 295

                            Headlines

400 WALNUT: Court Limits 400 Walnut's Claim to $12.6MM
41 MURRAY: Case Summary & 5 Largest Unsecured Creditors
785 PARTNERS: Files Plan; Unsecured Creditors To Be Paid 100%
ANADARKO PETROLEUM: Moody's Reviews 'Ba1' Corporate for Upgrade
ANTS SOFTWARE: Issues 17.6 Million Common Shares to Ironridge

AQUILEX HOLDINGS: Covenant Breaches Cue S&P to Cut CCR to 'CCC-'
ARCADIA RESOURCES: PrairieStone to Sell All Assets to 3rd Party
ARKANSAS METHODIST: S&P Cuts Rating on Series 2007 Bonds to 'BB'
ATLANTIC POWER: S&P Assigns 'BB-' Prelim. Corp. Credit Rating
BANKUNITED FINANCIAL: Own $45 Million in Tax Refunds, Judge Rules

BANKUNITED FINANCIAL: In Talks Regarding Possible Equity Infusion
BERNARD L. MADOFF: District Court Judge to Take Two Clawback Suits
BLOCK 106: Chapter 11 Case Dismissed Due to Bad Faith Filing
BLUEGREEN CORP: Amends $50-Mil. Timeshare Receivables with BB&T
BOISE PAPER: S&P Affirms 'BB' Corporate Credit Rating

BRIGGS & STRATTON: S&P Raises Corporate Credit Rating to 'BB'
BROOKE CAPITAL: Former CEO Suit Stays in Bankruptcy Court for Now
BUILDERS FIRSTSOURCE: Incurs $11.5MM Net Loss in Sept. 30 Qtr.
C&D TECHNOLOGIES: Angelo Gordon Entities OK Merger Agreement
CAGLE INC: Files for Chapter 11 Protection

CARA OPERATIONS: S&P Affirms 'BB-' Corporate Credit Rating
CARA OPERATIONS: DBRS Places 'B' Issuer Rating Under Review
CATALYST PAPER: To Release Quarterly Results Nov. 14
CDC CORP: Asks Judge to Reject Hedge Fund's Bid for Probe
CENTRAL FALLS: Amends List of Largest Unsecured Creditors

CENTURY PLAZA: Case Summary & 20 Largest Unsecured Creditors
C. F. INDUSTRIES: Voluntary Chapter 11 Case Summary
CHEF SOLUTIONS: Orval Kent Creditors Protest Auction Rules
CHEF SOLUTIONS: Prime Foods Seeks Return of $60T in Deliveries
CHESAPEAKE OILFIELD: Moody's Assigns 'Ba2' Corporate Family Rating

CHESAPEAKE OILFIELD: S&P Assigns 'BB+' Corporate Credit Rating
CHOCTAW GENERATION: S&P Cuts Rating on $321-Mil. Certs. to 'CCC-'
CHRYSLER GROUP: Early Voting Indicates Unhappiness With Labor Deal
CIRCLE ENTERTAINMENT: Borrows $1.5 Million from Directors, et al.
COMMERCE PROTECTIVE: A.M. Best Downgrades FSR to 'B'

COMMUNITY BANKS OF COL: Closed; Bank Midwest Assumes All Deposits
COMMUNITY CAPITAL: Closed; State Bank and Trust Assumes Deposits
CONTINENTAL COMMON: Joint Plan Confirmed by Bankr. Court
COUNTRYWIDE FINANCIAL: Suit Belongs in N.Y. State Court, FHFA Says
CROWN REAL ESTATE: Court OKs Ervin Cohen as Bankruptcy Counsel

CULLMAN REGIONAL: Moody's Affirms 'Ba1' Rating on $68-Mil. Bonds
DBSD NORTH AMERICA: Says Sprint's $110-Mil. Payback Claim Flawed
DECATUR FIRST BANK: Closed; Fidelity Bank Assumes All Deposits
DRUG ROYALTY: Moody's Withdraws 'Ba2' Corporate Family Rating
DRYSHIPS INC: George Economou Discloses 14.1% Equity Stake

ELITE PHARMACEUTICALS: Seven Directors Elected at Annual Meeting
EOS PREFERRED: Board Did Not Pay Dividend on 8.50% Pref. Stock
FBL FINANCIAL: A.M. Best Places 'bb' Credit Rating Under Review
FENTON SUB: Can Access Wells Fargo's Cash Collateral Until Dec. 31
FNB UNITED: Shareholders Approve Acquisition of Bank of Granite

FOREVER CONSTRUCTION: Plan Status Hearing Continued Until Nov. 29
GIORDANO'S ENTERPRISES: Gets $26-Million Stalking Horse Bid
GLOBAL CROSSING: Terminates Registration Statements with SEC
GLOBAL CROSSING: Suspending Filing of Reports with SEC
GREENFIELD ETHANOL: S&P Assigns 'B+' Long-Term Credit Rating

GREENFIELD ETHANOL: DBRS Assigns 'BB' Issuer Rating
GRUBB & ELLIS: Enters Into Agreement with C-III and Colony
GRUBB & ELLIS: CDCF II GNE Discloses 4.9% Equity Stake
HANMI FINANCIAL: Appointment of CFO Lonny Robinson Approved
HANMI FINANCIAL: Reports $4.2 Million Net Income in 3rd Quarter

HARBINGER GROUP: S&P Assigns 'B' Corporate Credit Rating
HARRISBURG, PA: Gov. Authorizes Takeover of Strapped State Capital
HART STORES: Appoints Tiger Capital to Liquidate Inventory
HAWKER BEECHCRAFT: Bank Debt Trades at 28% Off in Secondary Market
HIRSCH ELECTRIC: Bankr. Court Rules in Legal Malpractice Suit

HORIZON LINES: Common Stock Now Trading on OTCQB Marketplace
IMPLANT SCIENCES: Maturity of DMRJ Credit Pact Extended to 2012
IMPLANT SCIENCES: Incurs $4.8-Mil. Net Loss in June 30 Quarter
IMUA BLUEHENS: Seeks to Employ A. Yukitomo as Ordinary Course Pro
INFOTELECOM, LLC: Case Summary & 20 Largest Unsecured Creditors

INPHASE TECHNOLOGIES: Case Summary & Creditors List
INTERNATIONAL ENERGY: Plan Outline Hearing Scheduled for Nov. 16
IRVINE SENSORS: Inks Definitive Pact to Sell Thermal Imaging Bus.
J. CREW: Bank Debt Trades at 10% Off in Secondary Market
J.C. EVANS: Committee Seeks to Retain Gardere Wynne as Counsel

JER/JAMESON MEZZ: Voluntary Chapter 11 Case Summary
KINGSBURY CORP: U.S. Trustee Appoints 5-Member Creditors' Panel
KINGSWAY FINANCIAL: A.M. Best Withdraws 'c' Sr. Unsec. Ratings
LE-NATURE'S: Former CEO Gets 20 Years for $668 Million Fraud
LEVEL 3: Registers Common and Preferred Shares on NYSE

LEVEL 3: Completes Transfer of Common Stock Listing to NYSE
LINSCO PRIVATE: Stoltmann Files FINRA Arbitration Claims
LOAN EXCHANGE: Section 341(a) Meeting Scheduled for Oct. 27
LYONDELLBASELL INDUSTRIES: Offers to Buy Back Up to $2.79BB Notes
M&C HOTEL: Case Summary & 9 Largest Unsecured Creditors

MADISON 92ND: RSR Consulting OK'd as Examiner's Fin'l. Consultant
MADISON 92ND: Trustee Appoints Examiner, Dismissal Request Solved
MAQ MANGEMENT: Withdraws SSP I and SSP IV Plans of Liquidation
MAYSVILLE INC: Court Sets Nov. 22 Plan Confirmation Hearing
MERCANTILE BANCORP: To Sell 2 Missouri Branches to HNB National

METAL STORM: ASOF to Invest $1MM, to Buy $13MM Convertible Notes
METAL STORM: Proposes to Issue 87.5 Million Ordinary Shares
METROPARK USA: Can Use Prepetition Lenders' Cash Until Oct. 28
MWM CARVER: Amended Reorganization Plan Declared Effective
NASSAU BROADCASTING: Organizational Meeting Today

NEW LUXURY MOTORS: Ch. 7 Trustee May Recoup $35T From Huntington
NEWPAGE CORP: Hires Pachulski Stang as Bankruptcy Co-Counsel
NORTHERN CALIFORNIA BANCORP: Inks 3rd Forbearance Pact with BMO
OLD HARBOR BANK: Closed; 1st United Bank Assumes All Deposits
OTERO COUNTY: Patient Care Ombudsman Taps Linda Bloom as Counsel

OTERO COUNTY: Gardere Wynne Okayed as Creditors Committee Counsel
OTERO COUNTY: Committee Wants to Retain Gardere Wynne as Counsel
PALISADES 6300: Taps Goldsmith & Guymon as Bankruptcy Counsel
PALISADES 6300: Lender Doesn't Consent to Cash Collateral Use
PALISADES 6300: Sec. 341 Creditors' Meeting Set for Nov. 17

PENINSULA HOSPITAL: Committee Wants Cbiz Accounting as Advisor
PENINSULA HOSPITAL: Taps Garden City Group as Claims Agent
PENN TREATY: Robert Beutel Resigns as Board of Directors Member
PHILADELPHIA ORCHESTRA: Wants $3.1MM Sun Federal DIP Loan OK'd
PICHI'S INC: Employs Manuel A. Nunez for Labor Relations Matters

PLATINUM PROPERTIES: To Hand Over One Development as Settlement
PLATINUM PROPERTIES: Has Court's Nod to Obtain $625,000 DIP Loan
PLATINUM PROPERITIES: Stipulation on Use of Wilfong Cash Approved
PLATINUM PROPERTIES: 2nd Amended Stipulation on MK Cash Use Okayed
POLYONE CORP: S&P Affirms 'BB-' Corporate Credit Rating

PRECISION OPTICS: Amends Compensation Agreements with Executives
PREMIER GOLF: Inks Agreement With Far East National Bank
R&J MOTORS: First Bank de PR Wants Cash Collateral Use Disallowed
RADLAX GATEWAY: Can Access Cash Collateral Until Feb. 22
RCC SOUTH: Debtor Objects to SFI Belmont's Plan Disclosures

RCC SOUTH: Seeks Approval of Plan Stipulation with Laser Spine
R.E. LOANS: Employs Mackinac Partners as Interim Managers
R.E. LOANS: Files Schedules of Assets and Liabilities
READER'S DIGEST: Puts Allrecipes Brand Up for Sale
REALOGY CORP: IPO Hopes Improved by Apollo Debt Conversion Option

REALOGY CORP: Bank Debt Trades at 16% Off in Secondary Market
REDCO DEVELOPMENT: Sterling Savings Wants Settlement Implemented
REID PARK: Plan Disclosures Denied on Lack of Info on "New Money"
RENASCENT INC: Court Continues Plan Disclosures Hearing to Nov. 10
REVEL ENT: Bank Debt Trades at 18% Off in Secondary Market

RIVER ROCK: S&P Assigns Prelim. 'B-' Rating on $205-MM Sr. Notes
ROSSCO HOLDINGS: Hires Hahn Fife & Company as Accountants
ROTHSTEIN ROSENFELDT: RICO Claims Against TD Bank Dumped
SAAB AUTOMOBILE: Private Equity Firm Offers $70 Million Lifeline
SAGAMORE PARTNERS: Section 341(a) Meeting Scheduled for Nov. 18

SAINTS MEDICAL: Fitch Cuts Rating on $45 Million Bonds to 'B-'
SAND TECHNOLOGY: Sells ILM Product Line to Informatica for US$8MM
SEA TRAIL: Court OKs Employment of Dana Connelly as COO
SEA TRAIL: Can Use Waccamaw Bank's Cash Collateral Thru Nov. 1
SHAMROCK-SHAMROCK INC: To Pay Unsecured Claims 10 Cents on Dollar

SHUR-VALU STAMPS: Suit v. 14 D&Os Stays in District Court
SITHE/INDEPENDENCE: S&P Withdraws 'CC' Sr. Sec. Note Rating
SMART-TEK SOLUTIONS: Acquires Solvis from American Marine
SOLAR THIN: Suspending Filing of Reports with SEC
SPRINGLEAF: Bank Debt Trades at 11% Off in Secondary Market

SSI GROUP: Taps Cozen O'Connor as Delaware Counsel
STALLION OILFIELD: S&P Raises Corporate Credit Rating to 'B'
STERLING SHOES: Discloses CCAA Filing to Restructure Operations
SUNRA COFFEE: Bank Can Enforce Judgment on Guarantor's Asset
TAWK DEVELOPMENT: Hearing on Exclusivity Extension Set for Nov. 22

TELLICO LANDING: Court Sets Nov. 4 Disclosure Statement Hearing
TERRESTAR CORP: Jefferies & Company Wants Plan Outline Disapproved
TERRESTAR NETWORKS: Seeks to Preserve Control of Bankruptcy Case
TOWER OAKS: CWCapital Asset Wants Cash Collateral Use Prohibited
TRIBUNE CO: Bank Debt Trades at 42% Off in Secondary Market

TXU CORP: Bank Debt Trades at 27% Off in Secondary Market
UNIVISION COMMS: Bank Debt Trades at 14% Off in Secondary Market
US FOODSERVICE: Bank Debt Trades at 8% Off in Secondary Market
USAM CALHOUN: Amends List of Largest Unsecured Creditors
USG CORP: Incurs $115 Million Net Loss in Third Quarter

VENTO FAMILY: Hearing on Case Dismissal Plea Set for Nov. 2
VERENIUM CORP: Enters Into $13MM Credit Facility with Comerica
VITRO SAB: Bondholders Deny Breaking Confidentiality Pacts
VITRO SAB: Bondholders Fight to Press on With $1.35B Lawsuit
WARREN HOSPITALITY: Case Summary & Largest Unsecured Creditor

WASHINGTON LOOP: Ch.11 Trustee Taps Rock Enterprises as Engineers
WASTEQUIP INC: S&P Lowers Corp. Credit Rating From 'CCC-' to 'SD'
WCP WIRELESS: Fitch Affirms 'BB-' Rating on $50MM Class C Notes
WEST CORP: Reports $37.3 Million Net Income in Sept. 30 Quarter
WEST END: Examiner Seeks to Increase Fee Limit to $110,000

WHITTON CORP: Seeks Court Approval of GSMS Settlement
WISP RESORT: Sec. 341 Creditors' Meeting Set for Nov. 21
WISP RESORT: Sues Lender to Avoid Lien on $23.5MM Loan
WISP RESORT: D.C. Development Taps Logan Yumkas as Counsel
W.R. GRACE: Ronald Perelman Eyes Mining Unit

YRC WORLDWIDE: Royal Bank Discloses 19.3% Equity Stake

* Trustees of Defunct Law Firms Chase Former Partners' Profits

* S&P Says Corporate Default Tally Rises to 35 This Year

* BOND PRICING -- For Week From Oct. 17-21, 2011



                            *********



400 WALNUT: Court Limits 400 Walnut's Claim to $12.6MM
------------------------------------------------------
Chief Bankruptcy Judge Stephen Raslavich sustained, in part, and
denied, in part, Proof of Claim No. 7-3 filed by secured creditor
4th Walnut Associates, L.P., against 400 Walnut Associates, L.P.
The claim is allowed for $12,620,867.  Judge Raslavich denied 4th
Walnut's claim for a prepayment premium, saying it has offered no
evidence in support of its claim that it has suffered a loss on
the order of $130,000 as a result of the Debtor's default.  400
Walnut Associates' Claim Objection is contained within Count VIII
of the adversary proceeding, 400 Walnut Associates, L.P., v. 4th
Walnut Associates, L.P., Ivy Realty LII, LLC, and Ivy Realty
Services, LLC, Adv. Proc. No. 10-0456 (Bankr. E.D. Pa.).  A copy
of Judge Raslavich's Oct. 20, 2011 Opinion is available at
http://is.gd/xMCnm1from Leagle.com.

The claim derives from a 2004 loan made to the Debtor by
Independence Community Bank.  The amount of the loan was
$13,125,000 and its purpose was to provide permanent financing for
the Debtor's conversion of the Property from an office building to
residential apartments.  In 2006, Sovereign Bank, N.A., acquired
ICB and with it the Debtor's loan.  In November 2009, Sovereign
notified the Debtor that it had defaulted under the loan.  In
January 2010, Sovereign commenced foreclosure proceedings.  On
June 18, 2010, Sovereign sold the loan to 4th Walnut.  On July 2,
2010, 4th Walnut informed the Debtor that it had purchased the
loan from Sovereign and declared the Debtor in default.

                         About 400 Walnut

400 Walnut Associates, L.P., owns the Green Tree Apartment
Building, a 67-unit luxury apartment building with one commercial
unit located on a 0.23-acre site at 400-414 Walnut Street,
Philadelphia.

400 Walnut filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Pa. Case No. 10-16094) on July 23, 2010.  Aris J. Karalis, Esq.,
and Robert W. Seitzer, Esq., at Maschmeyer Karalis P.C., represent
the Debtor.  In its schedules, the Debtor disclosed $3,971,481 in
assets and $17,530,958 in liabilities.

Affiliates 23S23 Construction, Inc. (Bankr. E.D. Pa. Case No.
09-12652) and Carriage House Condominiums, LP (Case No. 09-12647)
filed separate Chapter 11 petitions in April 2009.


41 MURRAY: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 41 Murray Street LLC
        41 Murray Street
        New York, NY 10007

Bankruptcy Case No.: 11-14847

Chapter 11 Petition Date: October 18, 2011

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

Debtor's Counsel: Kevin J. Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  E-mail: KNash@gwfglaw.com

Scheduled Assets: $2,669,726

Scheduled Debts: $2,224,369

The Company's list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb11-14847.pdf

The petition was signed by Terence Traynor, managing member.


785 PARTNERS: Files Plan; Unsecured Creditors To Be Paid 100%
-------------------------------------------------------------
785 Partners LLC has filed a proposed plan that contemplates the
continued existence of the Debtor after the Effective Date as a
separate entity, limited liability company, partnership, or other
form.

On the Effective Date, 8 Avenue and 48th Street Development LLC
will be the initial managing member of the Reorganized Debtor.

The funds utilized to make Cash payments under the Plan will be
generated from, among other things, the disposition of the BPA
Down Payment Escrow and the Lease-Up.

                     BPA Down Payment Escrow

On or as soon as practicable after the Effective Date, the BPA
Down Payment Escrow will be applied as follows:

   (i) $180,017 to the Reorganized Debtor to pay in full the
       Holders of Allowed Other Secured Claims and Allowed General
       Unsecured Claims under the Plan;

  (ii) $1,000,000 to the Reorganized Debtor to pay in full the
       Holders of Allowed Professional Fee Claims under the Plan
       and post-Effective Date legal fees, costs and expenses;

(iii) $1,550,000 to Newco in accordance with the treatment of the
       End Unit Purchasers' Claims under the Plan;

  (iv) $350,000 to Fuerta in accordance with the treatment of the
       Fuerta Claim under the Plan;

   (v) $328,788 to the Reorganized Debtor to fund the final
       improvements and repairs required for the Lease-Up (the
       "Punch List");

  (vi) $595,806 to the Reorganized Debtor to cover building costs
       incidental to the Lease-Up;

(vii) $880,336 to the Reorganized Debtor to fund the costs of
       marketing the Lease-Up;

(viii) $335,788 to the Reorganized Debtor to fund the management
       of the Property for approximately three months, including
       the fees of Cooper Square;

  (ix) $1,500,000 to the Reorganized Debtor to be held in reserve
       to cover interest payments to the Holder of the Allowed
       First Manhattan Claim under the Plan;

   (x) $195,000 to the Reorganized Debtor to cover contingencies;

  (xi) any savings realized with respect to the projected expenses
       set forth in (i) through (x) above to pay down the then-
       remaining principal balance of the Allowed First Manhattan
       Claim; and

(xii) after the application of (i) through (xi) above, to
       pay down the then-remaining principal balance of the
       Allowed First Manhattan Claim.

                             Lease-Up

Unless initiated prior to Confirmation, on or as soon as
practicable after the Effective Date, the Reorganized Debtor will
initiate a program of leasing the Units to residential tenants.

In connection with the Lease-Up, (i) the Reorganized Debtor will
engage Time Square to manage and/or perform the work set forth in
the Punch List on commercially reasonable, arm's-length terms;
(ii) the Reorganized Debtor will  engage Citi Habitats as
marketing and leasing agent for the Property on commercially
reasonable, arm's-length terms; (iii) the Reorganized Debtor will
engage Cooper Square Realty, Inc., as the manager of the Property
on commercially reasonable, arm's-length terms; (iv) the End Unit
Purchaser Representative will be entitled to meet with Time
Square, Citi Habitats and Cooper Square and any successors to the
foregoing; and (v) $350,000 will be payable annually on a
quarterly basis by the Reorganized Company (80% to 8 Avenue and
20% to Newco) to cover administrative and reporting costs (any
portion of the $350,000 not paid out in a given year will be
accumulated and deferred and paid out in the next succeeding year,
and so forth going forward).

The Plan designates 8 Classes of Claims and Interests against the
Debtor:

          Class                    Status        Voting Rights
          -----                    ------        -------------

1: Non-Tax Priority Claims       Unimpaired   Deemed to Accept;
                                              Not Entitled to Vote

2: Other Secured Claims          Unimpaired   Deemed to Accept;
                                              Not Entitled to Vote

3: First Manhattan Claim         Impaired     Entitled to Vote

4: Time Square Claim             Impaired     Deemed to Reject;
                                              Not Entitled to Vote

5: Fuerta Claim                  Impaired     Entitled to Vote

6: End Unit Purchasers' Claims   Impaired     Entitled to Vote

7: General Unsecured Claims      Unimpaired   Deemed to Accept;
                                              Not Entitled to Vote

8: Old Membership Interests      Impaired     Entitled to Vote

On or as soon as practicable after the Effective Date, the Holder
of the Allowed First Manhattan Claim (Class 3), in full and final
satisfaction, release, settlement and discharge of such Claim,
will:

  (i) receive a payment, in Cash, from the BPA Down Payment
      Escrow, as and to the extent set forth in Section 4.2 of the
      Plan,

(ii) receive (a) the Amended and Restated Note, in the amount of
      $__________ (the amount of the Allowed First Manhattan Claim
      less the Cash payment made pursuant to (i) immediately
      above), which will have a _____ year term [term TBD], and
      (b) the Amended and Restated Mortgage,

(iii) receive interest at the rate of ____ percent per annum on
      $__________ [amortization rate TBD]; and

(iv) retain the Lien securing such Claim until full and final
      payment of such Claim is made as provided herein, and upon
      such full and final payment, such Lien will be deemed to
      have been satisfied and will be null and void and
      unenforceable for all purposes.

In addition to the foregoing, the Holder of the Allowed First
Manhattan Claim will be entitled to a portion of (i) the proceeds
from a Liquidity Event, if any, as and to the extent set forth in
Section 4.5 of the Plan, and (ii) NOI Surplus, if any, as and to
the extent set forth in Section 4.6 of the Plan.

Upon the Effective Date, the Time Square Claim (Class 4) will be
waived and released, and the Time Square Lien will be released and
extinguished.

On or as soon as practicable after the Effective Date, the Holder
of the Fuerta Claim (Class 5), in full and final satisfaction,
release, settlement and discharge of such Claim, will receive a
Cash payment of $350,000 from the BPA Down Payment Escrow.

On or as soon as practicable after the Effective Date, in full and
final satisfaction, release, settlement and discharge of the End
Unit Purchasers' Claims (Class 6), Newco will receive (i) a Cash
payment of $1,550,000 from the BPA Down Payment Escrow and (ii)
35% of the New Membership Interests.

On or as soon as practicable after the Effective Date, except to
the extent a Holder of an Allowed General Unsecured Claim (Class
7) agrees to less favorable treatment, each Holder of an Allowed
General Unsecured Claim, in full and final satisfaction, release,
settlement and discharge of such Claim, will be paid in full, in
Cash, from the BPA Down Payment Escrow.

On the Effective Date, all Old Membership Interests (Class 8) will
be canceled and extinguished.  8 Avenue will receive 63.75% of the
New Membership Interests, Esplanade Tower Corp. will receive 1.00%
of the New Membership Interests, and Esplanade 8th Avenue LLC will
receive 0.25% of the New Membership Interests.

A copy of the Plan is available for free at:

       http://bankrupt.com/misc/785partners.plan.dkt60.pdf

                      About 785 Partners LLC

785 Partners LLC owns a 42-story building on 785 Eighth Avenue,
New York.  The developer intended to sell 122 condominium units,
but it failed to obtain the requisite condominium approvals from
the New York State Attorney General.

The Company obtained $84 million of secured financing in January
2007 from PB Capital Corporation, and TD Bank, N.A.  First
Manhattan later bought the secured claim and says the claim has
risen to $101 million, which is higher than the market value of
the property.

785 Partners LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 11-13702) on Aug. 3, 2011.  Sheldon I. Hirshon, Esq., Craig A.
Damast, Esq., and Lawrence S. Elbaum, Esq., at Proskauer Rose LLP,
in New York, N.Y., represents the Debtor as counsel.  In its
schedules, the Debtor disclosed $106,000,000 in assets and
$95,467,612 in liabilities, all secured.

Weitzman Group Inc. serves as real estate and financial
consultant.


ANADARKO PETROLEUM: Moody's Reviews 'Ba1' Corporate for Upgrade
---------------------------------------------------------------
Moody's Investors Service placed Anadarko Petroleum Corporation's
Ba1 Corporate Family Rating and Ba1 senior unsecured notes ratings
under review for upgrade. The review is in response to Anadarko's
announcement that it has reached a $4 billion settlement agreement
with BP Plc related to the 2010 Deepwater Horizon event in the
Gulf of Mexico.

Ratings Rationale

"This settlement amount is materially less than our loss
assumption of up to $8 billion incorporated into our Ba1 ratings
for Anadarko," said Pete Speer, Moody's Vice President. "Our
ratings review will focus on the extent of the company's residual
liability exposures related to the Deepwater Horizon event and the
potential for continued improvement in its fundamental credit
profile in 2012."

Anadarko and its operating subsidiary entered into a settlement
agreement on October 16, 2011 with BP Exploration and Production
(BPXP) in which the parties agreed to mutually release all claims
against each other associated with the Deepwater Horizon event and
subsequent oil spill. Anadarko agreed to pay $4 billion in cash to
BPXP and to transfer its 25% ownership interest in Mississippi
Canyon block 252 (Macondo) to BPXP in exchange for BPXP releasing
all its claims against Anadarko for all outstanding invoices
billed to Anadarko to date and to forego future reimbursement for
any future costs related to the event. In addition, BPXP has
agreed to fully indemnify Anadarko for damage claims arising under
the Oil Pollution Act, claims for natural resource damages and
associated damage assessment costs, and any claims arising under
the relevant joint operating agreement. The settlement does not
provide for indemnification by BPXP against fines and penalties
(e.g., Clean Water Act), punitive damages or certain other claims,
which Anadarko does not consider to be a material financial risk.

BP Corporation North America Inc. (BPCNA, Baa1 stable) has
guaranteed the obligations of BPXP under the settlement agreement
and in the event that the net worth of BPCNA declines below an
agreed upon amount, BP Plc (A2 stable) shall become the sole
guarantor of such obligations. Anadarko will make the settlement
payment within 45 days, which will be funded with a combination of
cash on hand and borrowings under its $5 billion senior secured
credit facility. At June 30, 2011, Anadarko had $3.4 billion of
cash and its revolver was undrawn with borrowing availability of
$4.6 billion after taking into account outstanding letters of
credit. Therefore the company should continue to have good
liquidity following the settlement payment. The settlement is
expected to be tax deductible, which will reduce the ultimate
settlement cost on an after-tax basis.

Among other items, Moody's ratings review will further evaluate
the indemnification by BP and the potential residual liabilities
to Anadarko excluded from the indemnification; the likelihood,
timing and amount of funds to be raised from the possible sale of
Anadarko's Brazilian properties; the amount and duration of senior
secured borrowings in the capital structure; and the company's
2012 capital expenditure plans, forecasted cash flows and
prospects for reserves and production growth to fully develop the
rating agency's outlook for the company's key credit metrics over
the coming year.  Moody's expects to complete its ratings review
by early 2012 with the likely range of outcomes being a ratings
upgrade to Baa3 or a confirmation of the existing ratings with a
positive outlook.

The principal methodology used in rating Anadarko was the
Independent Exploration and Production (E&P) Industry Methodology
published in December 2008. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Anadarko Petroleum Corporation is headquartered in The Woodlands,
Texas and is among the largest independent exploration and
production companies.


ANTS SOFTWARE: Issues 17.6 Million Common Shares to Ironridge
-------------------------------------------------------------
ANTs software inc. issued 17,604,052 shares of the Company's
common stock, par value $0.0001 per share to Ironridge Global
Technology, a division of Ironridge Global IV, Ltd., in reliance
on the private placement exemption from the registration
requirements of the Securities Act of 1933, as amended, provided
by Section 3(a)(10) thereof.

The shares issued to Ironridge were issued pursuant to a
Stipulation for Settlement of Claims filed by the Company and
Ironridge in the Superior Court for the State of California,
County of Los Angeles on Oct. 12, 2011, in settlement of claims
purchased by Ironridge from certain creditors of the Company in
the aggregate amount equal to $741,836, plus interest, attorneys
fees and costs.  Pursuant to the Stipulation, the Company was
required to issue and deliver 17,604,052 shares of Common Stock,
including 1,604,052 shares of Common Stock held by Ironridge that
were delivered on July 20, 2011.

                        About Ants software

ANTs software inc (OTC BB: ANTS) -- http://www.ants.com/-- has
developed a software solution, ACS, to help customers reduce IT
costs by consolidating hardware and software infrastructure and
eliminating cost inefficiencies.  ACS is an innovative middleware
solution that accelerates database consolidation between database
vendors, enabling application portability.

The Company's balance sheet at March 31, 2011, showed
$27.2 million in total assets, $52.3 million in total liabilities,
and a stockholders' deficit of $25.1 million.

As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New
York, expressed substantial doubt about ANTs software's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
significant recurring operating losses, decreasing liquidity, and
negative cash flows from operations.


AQUILEX HOLDINGS: Covenant Breaches Cue S&P to Cut CCR to 'CCC-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Aquilex Holdings LLC to 'CCC-' from 'CCC+'. The outlook
is negative. At the same time, Standard & Poor's lowered all of
the issue-level ratings by two notches. The recovery ratings
remain '1' on the senior secured credit facilities and '5' on the
senior unsecured notes.

The rating actions reflect Aquilex's weak liquidity, as the
company breached its financial covenants in the third quarter of
2011 and is now operating under a forbearance agreement expiring
Dec. 8, 2011.

"While we recognize that the agreement provides Aquilex with some
additional time to negotiate a longer-term solution with its
lenders, we also recognize the probability that the company may be
unable to negotiate adequate covenant relief, and could undergo a
financial restructuring or payment default," said Standard &
Poor's credit analyst James Siahaan.

Atlanta-based Aquilex Holdings is the holding company of energy
industry maintenance services provider Aquilex Corp., which has a
narrow focus providing maintenance, repair, and cleaning services
in the energy sector. Services offered include welding, overlays,
hydroblasting, industrial vacuuming, and chemical and tank
cleaning. Although Aquilex maintains good market positions in its
niche segments, the overall market size is modest.

The company's operating results are highly variable with demand
linked to economic growth and market conditions in cyclical end
markets.

"We view Aquilex's financial risk profile as highly leveraged, and
given the status of the company's operating environment and its
liquidity, we do not expect meaningful debt reduction in the near
term," Mr. Siahaan said.

The company no longer has any availability under its revolving
credit facility and its free cash flow has been negative for the
past two quarters. However, since it borrowed the entire amount
available under its revolving facility on Aug. 4, Aquilex has some
cash balance on hand.

The company's ability to maintain liquidity is key to the rating.
"If we believe that Aquilex is unlikely to be able to ensure
compliance with its financial covenants in a timely fashion and
strengthen its liquidity position, then we would consider the
company to have very weak liquidity and a further increased
likelihood of default, and we could lower the ratings again," Mr.
Siahaan added.


ARCADIA RESOURCES: PrairieStone to Sell All Assets to 3rd Party
---------------------------------------------------------------
PrairieStone Pharmacy, LLC, and Arcadia entered into a Forbearance
Agreement dated Oct. 6, 2011, with H.D. Smith Wholesale Drug Co.
related to the Line of Credit and Security Agreement, the Line of
Credit Note, and the Unlimited Continuing Guaranty, all dated as
of April 23, 2010.  As part of the Forbearance Agreement,
PrairieStone is in the process of selling all of its member
interest or assets, including the DailyMedTM pharmacy business, to
a third party.  The proceeds of the Sale Transaction will be used
to satisfy PrairieStone's obligations to HD Smith under the HD
Smith LOC Agreement and the HD Smith Note.  The Forbearance
Agreement remains in effect until the earlier of (a) Nov. 18,
2011, or (b) two business days following the receipt of
notification from the prospective purchaser that they no longer
intend to pursue a potential Sale Transaction.  If the Forbearance
Period ends without a Sale Transaction, the Company will wind-down
its Pharmacy Segment in accordance with the provisions of the
Forbearance Agreement.

In connection with the changes in the Pharmacy Segment, the
position of Executive Vice President - Pharmacy has been
eliminated.  As a result, on Oct. 14, 2011, Charles Goodall left
his employment with the Company.  In connection with his
departure, Mr. Goodall will be eligible to receive the benefits
set forth in Section 5(b) of his Employment Agreement with Arcadia
dated Dec. 23, 2009.

                      About Arcadia HealthCare

Arcadia HealthCare is a service mark of Arcadia Resources, Inc.
(nyse amex:KAD), and is a leading provider of home care, medical
staffing and pharmacy services under its proprietary DailyMed
program. The Company, headquartered in Indianapolis, Indiana, has
65 locations in 18 states.  Arcadia HealthCare's comprehensive
solutions and business strategies support the Company's vision of
"Keeping People at Home and Healthier Longer."

The Company's balance sheet at June 30, 2011, showed
$25.85 million in total assets, $48.57 million in total
liabilities, and a $22.72 million total stockholders' deficit.

The Company reported a net loss of $14.35 million on
$100.04 million of revenues for the fiscal year ended March 31,
2011, compared with a net loss of $31.09 million on $98.08 million
of revenues for the fiscal year ended March 31, 2010.

BDO USA, LLP, in Troy, Michigan, expressed substantial doubt about
Arcadia Resources' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net capital deficiency.


ARKANSAS METHODIST: S&P Cuts Rating on Series 2007 Bonds to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB' from 'BBB-' on Paragould, Ark.'s $ million series 2007
hospital revenue refunding bonds issued for Arkansas Methodist
Medical Center (AMMC). The outlook is stable.

"The rating action reflects our view of a trend of soft operating
margins that has subsequently lowered liquidity to levels that are
commensurate with a 'BB' rating," said Standard & Poor's credit
analyst Avanti Paul.

The rating further reflects S&P's view of AMMC's:

    Small medical staff, high losses per physicians, need for
    physician specialists, and high dependency on its top 10
    physician admitters;

    High concentration of Medicare and Medicaid in its payer mix
    resulting in limited revenue flexibility;

    Poor reimbursement levels from its largest commercial payer;

    Potential changes in the competitive landscape because a
    replacement facility for a provider 20 miles south is
    scheduled to be built by spring 2013; and

    Operating losses in fiscal 2010 generating weak coverage and
    following a trend of slim operating margins that have steadily
    decreased liquidity.

"The stable outlook reflects our anticipation that management will
identify and implement initiatives to improve its operational
performance to positive levels," S&P said.


ATLANTIC POWER: S&P Assigns 'BB-' Prelim. Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' preliminary
long-term corporate credit rating to Atlantic Power Corp. The
preliminary rating is pro forma of Atlantic Power's proposed
acquisition of Capital Power Income L.P. (CPILP; BBB/Watch
Negative). "At the same time, we assigned our preliminary issue
rating of 'BB-' to Atlantic Power's $460 million senior unsecured
notes due in 2018. We also assigned our '4' preliminary recovery
rating the notes, indicating our expectation for average (30%-50%)
recovery if a payment default occurs. The outlook on the ratings
is stable," S&P stated.

All ratings are preliminary, subject to review of final
documentation and conditional upon completion of the proposed
financing. "On successful completion of the transaction and
document review, we will withdraw the preliminary rating and
assign issuer, issue, and recovery ratings," S&P said.

Atlantic Power has executed a definitive plan of arrangement to
acquire CPILP, a Canada-based publicly traded limited partnership
with a C$1.1 billion market cap.

"The preliminary ratings on Atlantic Power reflect its reliance on
distributions from its underlying portfolio of energy projects
that benefit from power-purchase agreements with largely
investment-grade counterparties," said Standard & Poor's credit
analyst Theodore Dewitt. "The preliminary ratings also reflect
resource concentration -- natural gas -- and some vulnerability to
availability declines, operation and maintenance cost increases,
and high leverage."

CPILP owns and operates a portfolio of 20 largely contracted North
American power generation assets (1,400 MW). CPILP is 29%-owned by
Capital Power Corp. (CPC), a Canada-based publicly traded
corporation. Currently, the corporate credit rating on CPILP is
'BBB/Watch Negative', and the issue rating on the unsecured notes
is 'BBB'. CPILP's notes will remain in the capital structure
and rank equal in order of priority with Atlantic Power's proposed
$460 million senior unsecured note issuance.

"The outlook on the preliminary ratings is stable. We could revise
the outlook or the preliminary ratings if availability or
generation is lower than expected, or if operation and maintenance
costs are higher. In addition, the preliminary ratings could come
under pressure from potential lower revenues from projects with
recontracting exposure, as they represent about 56% of generation.
Improved recovery prospects or material improvements in the risk
profiles of several assets could result in higher ratings," S&P
stated.


BANKUNITED FINANCIAL: Own $45 Million in Tax Refunds, Judge Rules
-----------------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that a Florida judge
has ruled BankUnited Financial Corp.'s bankruptcy estate owns more
than $45 million in federal tax refunds and not the Federal
Deposit Insurance Corp. -- the receiver for the Company's failed
bank subsidiary -- BankUnited said Thursday.

The FDIC in 2009 brokered the sale of the operations of BankUnited
FSB, the largest independent bank in Florida, to a group of
investors, but the agency and the bank's onetime holding company
were pitted against each other in the adversary case over certain
anticipated tax refunds, according to Law360.

                      About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors led by W.L. Ross & Co.
BankUnited, FSB, had assets of $12.8 billion and deposits of
$8.6 billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22, 2009.
Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen
LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at
Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz,
P.A., represent the Debtors as counsel.  Corali Lopez-Castro,
Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.;
and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as
counsel to the official committee of unsecured creditors.

In its bankruptcy petition, BankUnited Financial Corp. disclosed
$37,729,520 in assets against $559,740,185 in debts.  Aside from
those assets, BankUnited said that a "valuable" asset is its $3.6
billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.


BANKUNITED FINANCIAL: In Talks Regarding Possible Equity Infusion
-----------------------------------------------------------------
On Oct. 19, 2011, at a hearing before the U.S. Bankruptcy Court
for the Southern District of Florida, BankUnited Financial
Corporation, a Florida corporation and a debtor-in-possession,
announced that its financial advisor, Structured Capital
Solutions, has been diligently involved in soliciting expressions
of interest from third parties in connection with an equity
infusion transaction with the Company.

At the hearing, the Company announced that it had received initial
indications of interest from two parties.  Of the two, one was a
publicly traded, Fortune 500 company and the second was a multi-
national financial institution.  Each of the parties conducted due
diligence on the Company and participated in numerous in-depth
discussions and meetings with the Company and its advisors
relating to the structure and benefits of an equity infusion
transaction.

The Company was recently advised that for internal reasons the
potential corporate counterparty was discontinuing its evaluation
and negotiation of a proposed equity infusion transaction.  The
cessation of discussions between the Company and the potential
corporate counterparty occurred prior to the execution of a
binding term sheet or definitive transaction documents.

With the Company's support, SCS continues to engage potential
counterparties for an equity infusion transaction.  There can be
no assurance, however, that the search will result in a
transaction.  The Company does not intend to comment further
regarding the review process unless a specific transaction is
approved by the Board of Directors, the process is formally
concluded, or it is otherwise deemed that further disclosure is
appropriate or required by law.

                    About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors led by W.L. Ross & Co.
BankUnited, FSB, had assets of $12.8 billion and deposits of
$8.6 billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22, 2009.
Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen
LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at
Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz,
P.A., represent the Debtors as counsel.  Corali Lopez-Castro,
Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.;
and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as
counsel to the official committee of unsecured creditors.

In its bankruptcy petition, BankUnited Financial Corp. disclosed
$37,729,520 in assets against $559,740,185 in debts.  Aside from
those assets, BankUnited said that a "valuable" asset is its
$3.6 billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.


BERNARD L. MADOFF: District Court Judge to Take Two Clawback Suits
------------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that a New York federal
judge agreed Thursday to take on two Bernard L. Madoff Investment
Securities LLC clawback suits, saying the cases had enough in
common with others on his plate to warrant removal from bankruptcy
court.

Law360 says BLMIS liquidating trustee Irving Picard filed the
suits as part of his Southern District of New York bankruptcy
proceedings seeking to recover allegedly improper transfers to a
slew of funds that invested in BLMIS and claw back the money from
its ultimate recipients.

                       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 Dec. 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 July 15, 2011, a total of US$6.88 billion in claims by
investors has been allowed, with US$794.9 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.


BLOCK 106: Chapter 11 Case Dismissed Due to Bad Faith Filing
------------------------------------------------------------
Judge Donald H. Steckroth ordered that the Chapter 11 case of
Block 106 Development, LLC, is dismissed because the Debtor did
not act in good faith when filing its Chapter 11 petition.


                   About Block 106 Development

Block 106 Development, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. N.J. Case No. 11-27050) on June 1, 2011.  Judge Donald
H. Steckroth presides over the case.  Michael D. Sirota, Esq., and
Warren A. Usatine, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Hackensack, N.J., serves as the Debtor's
bankruptcy counsel.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.

Block 106 is affiliated with Tarragon Corporation and various
related entities which filed for bankruptcy (Bankr. D. N.J. Lead
Case No. 09-10555) on Jan. 12, 2009.  Tarragon's Joint Plan of
Reorganization became effective, and the Company emerged from
Chapter 11 protection in July 2010.

Based in New York City, Tarragon Corp. (NasdaqGS: TARR) --
http://www.tarragoncorp.com/-- is a developer of multifamily
housing for rent and for sale.  Tarragon's operations are
concentrated in the Northeast, Florida, Texas, and Tennessee.


BLUEGREEN CORP: Amends $50-Mil. Timeshare Receivables with BB&T
---------------------------------------------------------------
Bluegreen Corporation, on Oct. 14, 2011, entered into an amended
and restated timeshare receivables purchase facility with Branch
Banking and Trust Company.  The amended and restated BB&T Purchase
Facility provides for the financing of the Company's timeshare
receivables at an advance rate of 67.5% through the revolving
advance period ending Dec. 17, 2012, subject to the terms of the
facility, eligible collateral and customary terms and conditions.
The BB&T Purchase Facility allows for maximum outstanding
borrowings of $50.0 million and matures 36 months after the
revolving advance period has expired, or earlier as provided under
the facility.  The interest rate on the BB&T Purchase Facility
prior to the commencement of the Term-Out Period will be the LIBOR
rate plus 3.5%, but will increase to the LIBOR rate plus 5.5%
during the Term-Out Period.  The LIBOR rate is subject to a floor
of 1.25%.

Additionally, subject to the terms of the facility, Bluegreen will
continue to receive the excess cash flows generated by the
receivables sold until the commencement of the Term-Out Period, at
which point all of the excess cash flow will be paid to BB&T until
the outstanding balance is reduced to zero.

The BB&T Purchase Facility is nonrecourse and is not guaranteed by
Bluegreen.

As of Oct. 14, 2011, the outstanding balance and availability
under the BB&T Purchase Facility were $20.3 million and $29.7
million, respectively.

                       About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
S&P's rating outlook on the Company is stable.  S&P believes that
Bluegreen will grow its fee-based sales commission revenue from
$20 million in 2009 to an estimated $50 million in 2010.  At this
time, S&P expects that Bluegreen may be able to generate at least
the same amount of commission based revenue in 2011.  While the
increase in fee- based revenue allowed Bluegreen to expand the
level of sales that do not require financing, S&P believes that
the company will likely remain heavily reliant on its lines of
credit, receivable- backed warehousing facilities, and access to
the timeshare securitization markets to fund timeshare sales.  In
S&P's view, Bluegreen currently has adequate sources of liquidity
to cover its needs over the next 12-18 months mainly due to the
successful closing of a timeshare securitization transaction.

The Company reported a net loss of $35.87 million on
$365.67 million of revenue for the year ended Dec. 31, 2010,
compared with net income of $3.90 million on $367.36 million of
revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.14 billion
in total assets, $848.80 million in total liabilities, and
$295.91 million total shareholders' equity.

                           *     *     *

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
S&P's rating outlook on the Company is stable.  S&P believes that
Bluegreen will grow its fee-based sales commission revenue from
$20 million in 2009 to an estimated $50 million in 2010.  At this
time, S&P expects that Bluegreen may be able to generate at least
the same amount of commission based revenue in 2011.  While the
increase in fee- based revenue allowed Bluegreen to expand the
level of sales that do not require financing, S&P believes that
the company will likely remain heavily reliant on its lines of
credit, receivable- backed warehousing facilities, and access to
the timeshare securitization markets to fund timeshare sales.  In
S&P's view, Bluegreen currently has adequate sources of liquidity
to cover its needs over the next 12-18 months mainly due to the
successful closing of a timeshare securitization transaction.


BOISE PAPER: S&P Affirms 'BB' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Boise Paper Holdings LLC.  "At the same time we
assigned a 'BBB-' issue-level rating and '1' recovery rating to
the company's proposed $200 million senior secured term loan and
senior secured revolving credit facility of up to $500 million.
The 'BBB-' issue-level rating, is two notches higher than the
corporate credit rating, and the '1' recovery rating indicates our
expectations for very high (90% to 100%) recovery in the event of
payment default," S&P related.

"We also affirmed our 'BB' rating on Boise's existing $600 million
senior unsecured notes. However, we revised our recovery rating on
these notes to '4', indicating our expectation for average (30% to
50%) recovery in the event of payment default, from '3'. The lower
recovery rating is the result of potentially more senior secured
borrowings in the capital structure following the proposed
refinancing," S&P said.

"The affirmation of the 'BB' corporate credit rating on Boise
Paper acknowledges improvement in the company's credit profile in
recent years as a consequence of the combination of meaningful
debt reduction and relatively steady operating performance," said
Standard & Poor's credit analyst James Fielding. "We expect credit
measures to remain reflective of a significant financial risk
profile, albeit at somewhat weaker levels when the currently
benign pricing and input cost environment for many of the
company's paper and packaging products becomes more challenging."

"We also expect the company to maintain an adequate liquidity
profile despite potentially more aggressive share repurchase and
acquisition activity over the next two years. In our opinion,
recent and pending acquisitions in the packaging segment support
our overall fair business risk assessment because they somewhat
offset the significant customer concentration and the gradual
but steady secular decline in demand for several of its paper
segment products," S&P related.

Boise Paper was an aggressively leveraged company when it began
operations in 2008, after former parent Boise Cascade LLC
(B+/Negative/--) sold its paper and packaging manufacturing
assets. "Since that time, Boise Paper has utilized free cash flow
to repay roughly $325 million of debt, strengthening adjusted
leverage from 6.1x in fiscal 2008 to what we expect will be
approximately 2.4x at the end of 2011. Better profitability also
contributed to this improvement as the adjusted EBITDA margin
nearly doubled to 16.1% on higher sales prices for certain
products and more moderate input cost increases," S&P related.

"Our base case scenario for 2012 assumes a slightly favorable
pricing environment for packaging products, continued secular
decline in demand for paper products, and relatively steady input
costs. We assume a moderate 5% revenue increase in 2012, as the
pending $125 million acquisition of protective packaging
manufacturer Hexacomb offsets our expectation for slightly lower
sales in the paper segment. We further assume that adjusted EBITDA
margins hold steady at 16% and that free cash flow is used to
repurchase common shares rather than to reduce debt further. Under
this scenario adjusted leverage falls closer to 2x. Although this
leverage is relative to the rating, we expect the company to use
future cash flow to fund acquisitions or share repurchases rather
than to repay additional debt. Furthermore, a somewhat more
conservative scenario assumes that revenues drop 10% on weaker-
than-expected pricing and a 12% EBITDA margin on higher input
costs. Under this alternative scenario, leverage would increase to
3.5x EBITDA, which we would view to be consistent with our
significant financial risk assessment," S&P stated.

"The stable rating outlook reflects our expectation for steady
demand for most of Boise Paper's packaging products and a
relatively benign pricing and input cost environment in 2012. We
do anticipate that the gradual secular decline in demand for
several of the company's paper products will continue, but that a
sharp reduction in absolute debt levels in recent years affords
Boise Paper the capacity to absorb moderate diminution in paper
segment EBITDA at the current rating level. We would lower our
rating if EBITDA contracts more severely than we currently
anticipate, such that leverage rises above 4x EBITDA for a
sustained period of time either due to more adverse pricing and
demand conditions than we currently anticipate or a shift toward
more aggressive financial policies such as highly leveraged
acquisitions or share repurchase activity," S&P stated.

"Though less likely over the next 12 months, we would raise our
rating on Boise Paper if the company continues to successfully
diversify its business, reducing both its reliance on commodity
papers and its customer concentration, while at the same time
demonstrating a commitment to maintaining leverage closer to 2x
through business cycles," S&P related.


BRIGGS & STRATTON: S&P Raises Corporate Credit Rating to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Wauwatosa, Wis.-based Briggs & Stratton Corp. to 'BB'
from 'BB-'. "At the same time, we raised the rating on the
company's senior unsecured debt to 'BB' from 'BB-'; the '3'
recovery rating remains unchanged. The outlook is stable.
Approximately $228 million of total debt was outstanding at Sept.
30, 2011," S&P related.

"The upgrade reflects our view that credit measures have
strengthened over the past year on improved operating performance
and lower adjusted debt levels," said Standard & Poor's credit
analyst Linda Phelps.

The decline in the company's adjusted debt levels for the fiscal
year ended July 3, 2011, reflects lower unfunded pension
obligations, partially offset by modestly higher reported debt
levels following the refinancing of senior notes in December 2010.
The average adjusted debt-to-EBITDA ratio declined to 2.7x
for fiscal year 2011, from 3.5x one year ago. In addition, EBITDA-
to-interest coverage increased to 8.4x (from 5.9x one year ago),
and the ratio of funds from operations (FFO) to average debt
increased to 34% (from 25%). "Based on our estimated top-line
growth in the low-single-digit area and slightly lower
EBITDA margin, we believe the company will maintain average
adjusted leverage in the 3.0x area for fiscal 2012," S&P said.

"The ratings on Briggs & Stratton reflect our opinion of the
company's fair business risk profile, given the mature and
competitive nature of the company's end markets and the high
degree of seasonality and earnings volatility in its businesses,
which we believe are susceptible to adverse weather conditions and
the discretionary nature of lawn and garden engine sales. The
ratings also reflect what we characterize as the company's
significant financial risk profile, given its moderately leveraged
balance sheet. Briggs & Stratton benefits from a stable and
sizable market share position as a producer of air-cooled gasoline
engines and engine-powered outdoor equipment, with replacement
cycle initializing," S&P stated.

"Our rating outlook on Briggs & Stratton is stable. In order to
maintain current ratings, we expect that the company will sustain
average leverage of 3x or below and FFO to average debt of 25% or
more. We believe operating performance will be generally stable
over the next year with modest revenue growth, despite expected
commodity and emissions compliance cost increases," S&P related.

"We could lower our ratings if average adjusted debt to EBITDA
approaches 4.0x or FFO to debt declines to below 20%, possibly
because of significantly weaker-than-expected sales resulting from
weakening macroeconomic conditions. We estimate this could occur
with a roughly 25% decline in sales and a 100 basis point decline
the company's EBITDA margin," S&P said.

"Though unlikely in the near term, we would consider raising our
ratings if the company is able to reach and sustain average debt
to EBITDA of less than 2.5x and FFO to debt of over 40%, which we
believe could occur if FFO increased by roughly 15% with debt
levels remaining at current levels," S&P said.


BROOKE CAPITAL: Former CEO Suit Stays in Bankruptcy Court for Now
------------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that a Kansas
federal judge ruled Wednesday that the former CEO of Brooke
Capital Corp. will not get a jury trial -- at least not yet --
over claims that he was responsible for an accounting misstatement
that led to $450 million in claims against the bankrupt insurance
agency.

U.S. District Judge Julie A. Robinson refused a request from ex-
CEO Kyle Garst and several co-defendants, all former directors at
Brooke Capital, to move a bankruptcy trustee's case against them
into a district court, according to Law360.

                         About Brooke Corp.

Headquartered in Kansas, Brooke Corp. (NASDAQ: BXXX) --
http://www.brookebanker.com-- is an insurance agency and finance
company.  The Company's revenues are generated from sales
commissions on the sales of property and casualty insurance
policies, consulting, lending and brokerage services.

Brooke Corp. and its affiliate, Brooke Capital Corp. filed for
Chapter 11 protection (Bankr. D. Kan. Case No. 08-22786) on
Oct. 28, 2008.  Angela R Markley, Esq., is the Debtors' in-house
counsel.  The Debtors disclosed assets of $512,855,000 and debts
of $447,382,000.


BUILDERS FIRSTSOURCE: Incurs $11.5MM Net Loss in Sept. 30 Qtr.
--------------------------------------------------------------
Builders FirstSource, Inc., reported a net loss of $11.56 million
on $217.19 million of sales for the three months ended Sept. 30,
2011, compared with a net loss of $20.47 million on
$180.39 million of sales for the same period during the prior
year.

The Company also reported a net loss of $48.29 million on
$586.41 million of sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $70.89 million on $553.25 million of
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$391.03 million in total assets, $274.02 million in total
liabilities, and $117.01 million in total stockholders' equity.

"Despite the continued sluggish housing market, we saw strong
improvement in our third quarter 2011 results as our Adjusted
EBITDA loss decreased to only $0.7 million, our best operating
performance since the third quarter of 2007.  This also marks the
third consecutive quarter of improved Adjusted EBITDA results when
compared to the same quarter of the prior year, in spite of a very
weak housing market," said Floyd Sherman, Builders FirstSource
chief executive officer.  "We finished the current quarter with
$217.2 million in sales, up 20.4 percent over the prior year, and
improved our Adjusted EBITDA results by $7.6 million."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/IqF4bi

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in 9 states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders FirstSource reported a net loss of $95.51 million on
$700.34 million of sales for the year ended Dec. 31, 2010,
compared with a net loss of $61.85 million on $677.88 million of
sales during the prior year.

                           *     *     *

Builders FirstSource Inc. carries 'CCC+' issuer credit ratings,
with negative outlook, from Standard & Poor's.   S&P affirmed the
ratings in April 2011.  "The ratings affirmation reflects our
belief that Builders FirstSource will likely continue to generate
negative free cash flow over the upcoming year, given the ongoing
weakness in new residential housing markets.  While the company's
liquidity position, which we currently view as adequate, is likely
to somewhat improve due to the increased cash balances following
the planned refinancing and the extended maturity of its revolving
credit facility, it will likely continue to rely primarily on its
cash balances to meet its interest and operating obligations until
total housing starts improve at least 35% from 2010's level.  If
housing starts were to remain at its recent historically low
levels, we believe the proposed refinancing would allow Builders
FirstSource to fund its anticipated cash shortfall for
approximately two years.  The ratings also reflect what Standard &
Poor's Ratings Services considers to be the company's vulnerable
business profile given its significant exposure to highly cyclical
new residential construction markets and its narrow end-market
focus and geographic scope," S&P elaborated.

In April 2011, Moody's Investors Service assigned 'Caa2' corporate
family rating and probability of default ratings to Builders
FirstSource.  Moody's said the 'Caa2' Corporate Family Rating
results from very weak operating performance due to ongoing
pressures in the residential new construction end market, the
primary driver of BLDR's revenues.  Although some areas within
BLDR's primary geographic markets of North Carolina and South
Carolina may have some pockets of strength, overall, Moody's does
not expect substantial improvement in new housing starts in 2011
relative to 2010.  The company's products are highly price
sensitive to competition and ongoing market conditions, making it
difficult for it to pass on substantial price increases.  It is
also exposed to fluctuating costs associated with lumber, its
major raw material, adding to earnings volatility. For 2010,
adjusted operating margins are inadequate at negative 7.6% and
free cash flow-to-debt is insufficient at negative 15.3% (adjusted
per Moody's methodology).  The company's inability to generate
positive earnings will result in very weak credit metrics for the
foreseeable future and will require cash to fund operating
shortfalls.


C&D TECHNOLOGIES: Angelo Gordon Entities OK Merger Agreement
------------------------------------------------------------
C&D Technologies, Inc., Angel Acquisition Corp., and Angel
Acquisition Corp. entered into an Agreement and Plan of Merger,
dated as of Oct. 3, 2011, which provides for, among other things,
the merger of Merger Sub with and into C&D.  Upon completion of
the Merger, each share of common stock of C&D issued and
outstanding immediately prior to the effective time of the Merger,
except for Shares (i) held by stockholders who are entitled to
demand and who properly demand appraisal for those shares under
Section 262 of the General Corporation Law of the State of
Delaware and (ii) owned by C&D as treasury stock or by Angel
Holdings LLC, Merger Sub, the Angelo Gordon Entities or any wholly
owned subsidiary of C&D, will be canceled and converted
automatically into the right to receive $9.75 in cash, without
interest and less any required withholding taxes.

Acting upon the recommendation of a special committee of
independent, disinterested directors of C&D, C&D's board of
directors determined that the Merger Agreement and the
transactions contemplated thereby are fair to, and in the best
interests of, the stockholders of C&D, other than the Angelo
Gordon Entities, approved and declared advisable the Merger
Agreement and recommended that C&D's stockholders adopt the Merger
Agreement.

The adoption of the Merger Agreement by C&D's stockholders
required the affirmative vote or written consent of the holders of
a majority of the Shares.  On Oct. 3, 2011, the Angelo Gordon
Entities, which on that date collectively owned approximately 65%
of the outstanding Shares as of that date, delivered a written
consent adopting the Merger Agreement.  As a result, no further
action by any C&D stockholder is required to adopt the Merger
Agreement and C&D has not and will not be soliciting vote to adopt
the Merger Agreement and does not intend to call a stockholders
meeting for purposes of voting on the adoption of the Merger
Agreement.

A full-text copy of the Schedule 13E-3 is available for free at:

                        http://is.gd/91Gqf1

                      About C&D Technologies

C&D Technologies, Inc., is a manufacturer, marketer and
distributor of electrical power storage systems for the standby
power storage market.  The Company makes lead acid batteries and
standby power systems that integrate lead acid batteries with
other electronic components, which are used to provide backup or
standby power for electrical equipment in the event of power loss
from the primary power source.

The Company reported a net loss of $55.55 million on
$354.83 million of net sales for the fiscal year ended Jan. 31,
2011, compared with a net loss of $25.78 million on
$335.71 million of net sales during the prior fiscal year.

The Company's balance sheet at July 31, 2011, showed
$251.29 million in total assets, $156.23 million in total
liabilities, and $95.05 million in total equity.

C&D Technologies in December 2010 escaped a bankruptcy filing
after completing an out-of-court restructuring that reduced the
Company's total debt from approximately $175 million to
$50 million.  The Company in September had entered into a
restructuring support agreement with noteholders to a
restructuring that will be effected through (i) an offer to
exchange the Company's outstanding notes for up to 95% of the
Company's common stock, or (ii) a prepackaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code, if
the exchange offer fails to get the requisite support.  C&D
Technologies elected not to make a semi-annual interest
payment due on its 5.25% Convertible Senior Notes due 2025 on
Nov. 1, 2010.


CAGLE INC: Files for Chapter 11 Protection
------------------------------------------
Dow Jones' DBR Small Cap reports that Cagle's Inc. filed for
Chapter 11 protection blaming high commodity prices and a
decreased appetite for poultry in the wake of the recession for
its financial woes.

Cagle's, headquartered in Atlanta, Georgia, is an integrated
poultry company that has been in operation for over sixty years.
Cagle's expresses its sincere gratitude to the multitude of
employees, growers, vendors and customers that have contributed to
Cagle's success and growth over these many years and thanks them
for their loyal support.


CARA OPERATIONS: S&P Affirms 'BB-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate rating on Cara Operations Ltd. after the company
announced its C$64 million acquisition of competing restaurant
operator, Prime Restaurants Inc. (unrated). "At the same time, we
affirmed our 'BB-' rating with a '4' recovery rating on the
company's existing senior secured second-lien notes, and we
assigned the same 'BB-' rating with a '4' recovery rating to the
company's proposed C$75 million senior secured second-lien notes,"
S&P related.

"We believe that the acquisition enhances Cara's fair business
profile, adding well-established restaurant chains to its
portfolio, with near-term cost savings likely offsetting the
company's higher debt burden," said Standard & Poor's credit
analyst Donald Marleau. "The combination of Cara's banners with
Prime's deepens the company's market penetration, giving it five
of the top 10 full-service chains in Canada by sales and expanding
its breadth to include an established Italian restaurant chain and
new customer segments. Moreover, we expect that tangible near-term
cost savings and longer-term synergies will improve Cara's
profitability, preserving a financial profile that is consistent
with the rating."

"The ratings on Cara reflect what Standard & Poor's views as the
company's aggressive financial risk profile, with high debt
leverage and thin cash flow coverage pro forma for the acquisition
of Prime Restaurants and associated financing. That said, we
believe the company has a fair business risk profile, with a
relatively attractive portfolio of restaurant banners in Canada.
The privately held company does not release its financial
statements publicly," S&P related.

Cara is a 127-year old family-owned company that will operate and
franchise eight restaurant chains in Canada pro forma for the
Prime acquisition. The company's fair business risk profile is
supported by the good market position of its brands in the
competitive, fragmented, and cyclical restaurant industry. Cara
operates five of the top 10 full-service restaurant chains in
Canada and the fourth-largest fast food hamburger chain, thereby
covering a broad spectrum of market segments. "On the other hand,
the diversity of its operations is weak, with more than two-thirds
of its restaurants in Ontario, though we believe that this
enhances its growth prospects in faster-growing western Canada
where its banners have lower penetration. We expect that Cara
will incorporate the Prime chains into its existing operational
infrastructure, potentially enhancing profitability by leveraging
existing corporate overhead and purchasing," S&P related.

The stable outlook is predicated on Cara generating profitability
that enables the company to remain discretionary cash flow
positive, thus preserving stable reported debt levels as it
integrates Prime's businesses. "As such, we believe that reported
EBITDA interest coverage above 2.5x should provide adequate
flexibility to execute its growth capital expenditures while
preserving a static financial risk profile on a reported and
adjusted basis. Downward pressure on the rating would likely ensue
from reported EBITDA interest coverage below 2x, likely coinciding
with weaker earnings, higher debt service costs, and a sustained
discretionary cash burn. On the other hand, we could raise the
rating if earnings growth accelerates, increasing reported EBITDA
interest coverage to 3.0x-3.5x while maintaining fully adjusted
debt leverage below 6.0x," S&P stated.


CARA OPERATIONS: DBRS Places 'B' Issuer Rating Under Review
-----------------------------------------------------------
DBRS has placed the Issuer Rating and Senior Secured Second-Lien
Notes rating of B for Cara Operations Limited (Cara or the
Company) Under Review with Developing Implications following the
announcement of its bid to acquire Prime Restaurants Inc. (Prime).

Cara announced that it has entered into a definitive agreement
with Prime to acquire all outstanding shares of Prime at a price
of $58.9 million in aggregate, excluding net debt of Prime, if
any, to be repaid by Cara concurrent with the closing of the
acquisition.  In addition, Prime will use cash on hand to pay a
special dividend to its shareholders ($2.2 million) and settle all
of its restricted share units ($3.2 million), which will be funded
by way of a loan to Prime by Cara.  The offer is subject to the
approval of Cara's existing bondholders.  Cara intends on
financing the proposed acquisition and transaction-related costs
with a $75 million issue of senior secured second-lien notes (the
Notes).  The Notes would rank pari passu with Cara's existing $200
million senior secured second-lien notes.  The transaction is
expected to close on or around January 4, 2012.

Prime is the fourth largest full-service restaurant operator in
Canada, with 157 restaurants under the brands of East Side Mario's
and Casey's Grill & Bar, as well as Prime Pubs (under the
operating banners of Fionn MacCool's, D'Arcy McGee's and Bier
Markt).  Largely concentrated in Ontario, Prime mainly operates
under a franchising strategy and has steadily grown its number of
restaurants since its origination in 1997.  The acquisition is
expected to benefit Cara by adding approximately $49 million and
$7 million in revenue and EBITDA, respectively, as well as
allowing the Company to diversify into the pub business.  In
addition, Cara is expecting to generate immediate cost synergies
of approximately $7 million, largely from the operating structural
rationalization and public company costs.

In terms of Cara's financial profile, the acquisition of Prime is
not expected to result in a material increase in the Company's
leverage.  At year-end 2010 (i.e., pre-acquisition), Cara's lease-
adjusted debt-to-EBITDAR was approximately 5.9 times (x). Pro
forma the Prime acquisition (i.e., post-acquisition), DBRS
estimates that the combined entity's lease-adjusted debt-to-
EBITDAR will be effectively unchanged, provided immediate cost
synergies are realized successfully.

In its review, DBRS will focus on (1) the business risk profile of
the combined entity, including the risks associated with the
integration and achievement of potential synergies; (2) the final
acquisition price and Cara's financial risk profile on a pro forma
basis (including a review of the concession of lenders); and (3)
the Company's longer-term business strategy and financial
management intentions.

If the transaction unfolds according to plan and conforms to DBRS'
original assumptions, DBRS expects the impact on the Company's
credit ratings to be neutral.  DBRS will proceed with its review
as more information becomes available and aims to resolve the
Under Review status by the closing of the transaction.


CATALYST PAPER: To Release Quarterly Results Nov. 14
----------------------------------------------------
Catalyst Paper Corporation will hold a conference call on Tuesday
November 15 at 8:00 a.m. Pacific, 11:00 a.m. Eastern, to review
the Company's quarterly results which will be released on Monday
Nov. 14, 2011.

Kevin J. Clarke, President and Chief Executive Officer, and Brian
Baarda, Vice-President Finance and Chief Financial Officer, will
host the call.

If you wish to participate and are calling from within North
America, dial 1-888-231-8191.  If you are calling from either the
Toronto area or outside North America, dial 647-427-7450.  Please
place your call ten minutes prior to the start of the conference,
provide the conference administrator with your name and company
name, and ask for the Catalyst Paper third quarter 2011 earnings
conference call or quote pass code 19577087.  Initially, all
participants will be in a listen-only mode for a short recap of
our quarterly results followed by a question-and-answer session.
You will be queued with the conference administrator and polled
individually during this portion of the conference.

If you are unable to participate in the call, you are invited to
listen to a replay of the conference by dialling 1-855-859-2056
(within North America) or 1-416-849-0833 (Toronto area and outside
North America) and quote pass code 19577087.  The replay service
will be available until end of day Nov. 29, 2011.

The archived webcast will be available at
http://www.catalystpaper.com/investors/events

                       About Catalyst Paper

Catalyst Paper -- http://www.catalystpaper.com/-- manufactures
diverse specialty mechanical printing papers, newsprint and pulp.
Its customers include retailers, publishers and commercial
printers in North America, Latin America, the Pacific Rim and
Europe.  With four mills, located in British Columbia and Arizona,
Catalyst has a combined annual production capacity of 1.9 million
tons.  The Company is headquartered in Richmond, British Columbia,
Canada and its common shares trade on the Toronto Stock Exchange
under the symbol CTL.

The Company posted a net loss of C$398.2 million on sales of
C$1.229 billion during 2010.  The Company's net loss in 2009 was
C$5.6 million on sales of C$1.224 billion.

The Company's balance sheet at March 31, 2011, showed
C$1.64 billion in total assets, C$1.25 billion in total
liabilities, and C$389.60 million in equity.

                           *     *     *

Catalyst Paper carried Moody's Investors Service's 'Caa1'
corporate family rating.  Outlook in Negative.  The Company also
carries Standard & Poor's CCC+ long-term corporate credit rating,
Outlook is Stable.


CDC CORP: Asks Judge to Reject Hedge Fund's Bid for Probe
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that CDC Corp. is protesting a
move by a California hedge fund, which recently obtained a $65.4
million legal judgment against CDC, to investigate the company's
financial state as many of its executives and board members head
for the door.

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corporation, doing business as Chinadotcom, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  The Debtor estimated
assets and debts at $100 million to $500 million as of the Chapter
11 filing.


CENTRAL FALLS: Amends List of Largest Unsecured Creditors
---------------------------------------------------------
The City of Central Falls has filed with the U.S. Bankruptcy Court
for the District of Rhode Island an amended list of its largest
unsecured creditors.  As reported by the TCR on Aug. 31, 2011, the
Debtor filed its list of 20 largest creditors.  On Oct. 4, 2011,
the Debtor changed all of the creditors on the list.

The Debtor's Amended List of 20 Largest Unsecured Creditors:

  Entity                                           Claim Amount
  ------                                            ------------
State of Rhode Island
One Capitol Hill
Providence, RI 02908                                 $1,174,205

Joseph P. Moran III
225 Shawmut Avenue
Central Falls, RI 02863                                $498,888

Donald A. Cardin
30 Pleasant View Drive
North Providence, RI 02904                             $468,641

Paul Nadeau                                            $460,908

Gerard Dion                                            $447,347

Kevin McCann                                           $446,429

Albert Cardoza                                         $400,746

Anthony J. Paone Jr.                                   $396,422

Mark G. Brayall                                        $396,217

Manuel Marques                                         $391,167

Rene J. Ogni                                           $390,329

Joseph R. Gonsalves                                    $379,402

Steven D. Lally                                        $377,174

James F. Cruise                                        $367,196

Daniel F. Cooney                                       $366,487

Kevin Guindon                                          $348,622

Robert Noury                                           $347,379

Joseph A. Costa                                        $341,174

Steven R. Sullivan                                     $339,353

Walter E. Jameson                                      $334,278

                       About Central Falls

Central Falls is a city in Providence County, Rhode Island.  The
population was 18,928 at the 2000 census.  Central Falls is the
smallest and most densely populated city in Rhode Island.

Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011.  The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers.  The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million.  Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010.  The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.

Judge Frank Bailey presides over the Chapter 9 case.  Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.

The receiver is negotiating new contracts with unions representing
city workers.  The receiver filed a proposed debt adjustment plan
for the city in September.  It won't affect bondholders.


CENTURY PLAZA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Century Plaza LLC
        One Westbrook Corporate Center, Suite 520
        Westchester, IL 60154

Bankruptcy Case No.: 11-24075

Chapter 11 Petition Date: October 18, 2011

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

Judge: J. Philip Klingeberger

Debtor's Counsel: David K. Welch, Esq.
                  CRANE, HEYMAN, SIMON, WELCH & CLAR
                  135 South LaSalle Street, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  E-mail: dwelch@craneheyman.com

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

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

The petition was signed by Richard Dube, president of Tri-Land
Properties, Inc., manager.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Protection One                     --                       $8,785
P.O. Box 5714
Carol Stream, IL 60197-5714

Linder Partners, LLC               --                       $7,974
8500 Keystone Crossing, Suite 170
Indianapolis, IN 46240

NIPSCO                             --                       $7,667
P.O. Box 13007
Merrillville, IN 46411-3007

Doyle Signs, Inc.                  --                       $7,194

Richard Weiss Company, Inc.        --                       $5,000

Midwest Security Forces, LLC       --                       $4,807

Reinders                           --                       $4,431

Brickman Group Ltd., Inc.          --                       $4,366

Temple Display, Ltd.               --                       $4,124

Joseph A. Schudt & Associates      --                       $2,759

Baker & Daniels LLP                --                       $2,336

Indiana American Water, Inc.       --                       $2,251

National Construction Rentals      --                       $2,037

Anderson & Anderson, P.C.          --                       $2,000

Glover & Sons, Inc.                --                       $1,977

E Z Signs                          --                       $1,882

NIPSCO                             --                       $1,673

J.P. Phillips Inc.                 --                       $1,670

DZA Associates, Inc.               --                       $1,488

Controlled Comfort                 --                       $1,365


C. F. INDUSTRIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: C. F. Industries, Inc.
          dba Axxea Systems
              The Cable Farm
        P.O. Box 270529
        Lewisville, TX 76226

Bankruptcy Case No.: 11-43159

Chapter 11 Petition Date: October 18, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Mark I. Agee, Esq.
                  MARK IAN AGEE, ATTORNEY AT LAW
                  4115 N. Central Expressway
                  Dallas, TX 75204
                  Tel: (214) 320-0079
                  Fax: (214) 320-2966
                  E-mail: Mark@DallasBankruptcyLawyer.com

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

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 Matthew M. Merklein, president.

Affiliate that previously filed Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Kelly & Matthew Merklein              11-42559            08/19/11


CHEF SOLUTIONS: Orval Kent Creditors Protest Auction Rules
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that unsecured creditors of
Midwest food manufacturer Orval Kent Food Co. are objecting to the
company's proposed bankruptcy auction rules, arguing that the
process would sell the company on an unnecessarily speedy timeline
and make it too easy for the auction's first bidder to walk away
from the deal.

Lance Duroni at Bankruptcy Law360 reports that Chef Solutions
Holdings LLC already won a Delaware bankruptcy court's blessing to
sell its assets at auction, where a joint venture between a
private equity firm and rival Reser's Fine Foods Inc. will kick-
start the bidding with an initial $62 million offer.

U.S. Bankruptcy Judge Kevin Gross signed off on auction procedures
and the stalking horse bid from Reser's and Mistral Capital
Management LLC after a short hearing, setting an auction for
Nov. 9, 2011, according to Law360.

                       About Chef Solutions

Chef Solutions Inc., through subsidiary Orval Kent, is the second
largest manufacturer in North America of fresh prepared foods for
retail, foodservice and commercial channels.

Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011, in Delaware
with the aim of selling the business to a joint venture between
Mistral Capital Management LLC and Reser's Fine Foods Inc.
The Debtor estimated assets and debts both exceeding $100 million.

Judge Kevin Gross presides over the case.  Lawyers at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
Donlin Recano is the claims and notice agent.  Piper Jaffray & Co.
has been hired as investment banker.  PricewaterhouseCoopers
serves as financial advisor.

Judge Gross has authorized Chef Solutions to borrow $9 million to
fund operations as the Company gears up to sell its assets.

A joint venture between Mistral Capital Management LLC and Reser's
Fine Foods Inc. has signed a contract to buy the business for
$36.4 million in cash and $25.3 million in secured debt.  The deal
is subject to higher and better offers.


CHEF SOLUTIONS: Prime Foods Seeks Return of $60T in Deliveries
--------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Prime Foods Inc., an Indiana-based egg seller, wants
Orval Kent Food Co. to return the nearly $60,000 worth of hard-
boiled eggs it received in the weeks leading up to Orval Kent?s
Chapter 11 bankruptcy case.  Attorneys representing Prime Foods
made their appeal Tuesday to a Delaware bankruptcy judge, filing
several pages of invoices that detail thousands of cooked eggs
that were shipped to Orval Kent manufacturing plants, where the
company cooks its fresh and frozen meals.

The report notes Orval Kent has made immediate requests in its
bankruptcy case to continue paying its produce vendors.  The
company spends about $26 million on perishable goods each year,
according to court documents filed in U.S. Bankruptcy Court in
Wilmington, Del.

                       About Chef Solutions

Chef Solutions Inc., through subsidiary Orval Kent Food, is the
second largest manufacturer in North America of fresh prepared
foods for retail, foodservice and commercial channels.

Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011, with the aim
of selling the business to a joint venture between Mistral Capital
Management LLC and Reser's Fine Foods Inc.  The Debtor estimated
assets and debts both exceeding $100 million.

Judge Kevin Gross presides over the case.  Lawyers at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
Donlin Recano is the claims and notice agent.  Piper Jaffray & Co.
has been hired as investment banker.  PricewaterhouseCoopers
serves as financial advisor.

Judge Gross has authorized Chef Solutions to borrow $9 million to
fund operations as the Company gears up to sell its assets.

A joint venture between Mistral Capital Management LLC and Reser's
Fine Foods Inc. has signed a contract to buy the business for
$36.4 million in cash and $25.3 million in secured debt.  The deal
is subject to higher and better offers.

Lowenstein Sandler PC represents the creditors' committee
appointed in the case.


CHESAPEAKE OILFIELD: Moody's Assigns 'Ba2' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
(CFR) to Chesapeake Oilfield Operating, L.L.C. (COO). Moody's also
assigned a Ba3 rating to the company's proposed offering of $500
million senior notes due 2019. The outlook is stable. COO is an
indirect wholly owned subsidiary of Chesapeake Energy Corporation
(CHK, Ba2 CFR positive). The proceeds of the offering will be used
to repay an intercompany note with CHK.

RATINGS RATIONALE

"Chesapeake Oilfield's Ba2 rating reflects its stand-alone credit
profile of Ba3 and a one-notch ratings lift for its strategic
importance to Chesapeake Energy," commented Pete Speer, Moody's
Vice President. "Chesapeake Energy is COO's primary customer and
will contractually commit to providing a minimum level of demand
for COO's services to support its earnings and cash flows."

CHK has made significant investments in drilling rigs and other
oilfield services assets to control the availability of these
assets to meet its development needs and to hedge against
inflation in oilfield services costs. These assets have been
transferred to COO to separately capitalize this business. CHK
will contractually commit to a minimum level of drilling rig and
pressure pumping equipment utilization to provide COO with a base
level of cash flows to reduce, but not eliminate, the inherent
cyclicality of its earnings. COO has a sizable and growing asset
base that is comparable in quality and geographic diversification
with other Ba3 rated oilfield services peers.

COO's overall target is to provide approximately two-thirds of the
critical oilfield services that CHK utilizes in the development of
its operated properties. In the event that CHK decreases its
capital spending, it would reduce its use of third party services
providers where possible and redirect that business to COO to
maintain COO's utilization and efficiencies and enable COO to
capture the margin that would have been earned by third parties.
COO's drilling subsidiary, Nomac Drilling, currently operates 114
land drilling rigs and drills approximately 60% of CHK's operated
wells. COO's Performance Technologies subsidiary is building
fracturing spreads to provide pressure pumping services to CHK
commencing later this quarter.

In order to keep up with CHK's planned growth in drilling activity
and to grow the pressure pumping fleet to reach two-thirds of
CHK's needs, COO has a large multi-year capital spending plan. The
company also leases a large proportion of its drilling rig fleet
that Moody's expects to be repurchased as the leases expire (these
rigs leases are included in adjusted debt). These capital
expenditures will result in significant revolver borrowings in
2012, but earnings growth is expected to outpace the rise in debt
and therefore Moody's expects Debt/EBITDA to decline over the
course of 2012 from June 30, 2011 pro forma levels of around 3.4x.

COO's CFR could be upgraded to Ba1 if (i) the company successfully
executes its drilling rig and pressure pumping fleet expansion
while also reducing its Debt/EBITDA to below 2x, raising its
stand-alone credit profile to Ba2 and (ii) CHK's CFR is upgraded
to Ba1. The ratings could be downgraded if CHK's ratings are
downgraded. COO's ratings could also be downgraded if the company
experiences significant delays and cost overruns on its capital
expenditures, resulting in weaker leverage metrics than expected.
Debt/EBITDA being sustained above 3x in the current strong
earnings environment for oilfield services could result in a
ratings downgrade.

The Ba3 rating on the proposed $500 million senior notes reflects
both the overall probability of default of COO, to which Moody's
assigns a PDR of Ba2, and a loss given default of LGD 5 (74%). The
company is expected to have a committed $500 million revolving
credit facility that is secured by substantially all of COO's
assets. The new senior notes are unsecured and have subsidiary
guarantees on a senior unsecured basis. Therefore the notes are
subordinated to the senior secured credit facility's potential
priority claim to the company's assets, resulting in the notes
being notched one rating beneath the Ba2 CFR under Moody's Loss
Given Default Methodology.

The principal methodology used in rating Chesapeake Oilfield
Operating was the Global Oilfield Services Industry Methodology
published in December 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Chesapeake Oilfield Operating, L.L.C. provides land drilling,
pressure pumping, rig mobilization, oil and water handling and
other oilfield services in multiple basins in the United States.
It's owner and primary customer is Chesapeake Energy Corporation.


CHESAPEAKE OILFIELD: S&P Assigns 'BB+' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' corporate
credit rating to Oklahoma City-based Chesapeake Oilfield Operating
LLC (Chesapeake Oilfield). The outlook is stable.

At the same time, Standard & Poor's assigned Chesapeake Oilfield's
proposed $500 million senior unsecured notes due 2019 its 'BB+'
issue-level rating (the same as the corporate credit rating). "The
recovery rating on this debt is '4', indicating our expectation of
average (30% to 50%) recovery for creditors in the event of a
payment default. Chesapeake Oilfield plans to use the proceeds
from the new bond to partially repay an intercompany note to its
parent Chesapeake Energy," S&P stated.

"The ratings reflect Chesapeake Oilfield's high level of business
integration with, and ownership by, Chesapeake Energy," said
Standard & Poor's credit analyst. "Although there is no formal
guarantee of debt service by parent Chesapeake Energy, we believe
a high level of support is implicit, given the strategic
importance of Chesapeake Oilfield to Chesapeake Energy's oil and
natural gas development plans, along with Chesapeake Energy's
significant investment to date, 100% ownership, management
control, and shared name. Also, importantly, a service agreement
between the two entities stipulates guaranteed minimum utilization
of Chesapeake Oilfield services by the parent. Consequently, our
rating on Chesapeake Oilfield is equal to the rating on Chesapeake
Energy, and any changes in the ratings on Chesapeake Energy will
likely cause the ratings on Chesapeake Oilfield to change in lock-
step."

"Our stand alone credit profile (SACP) for Chesapeake Oilfield is
'bb-', reflecting our assessment of the company's weak business
risk profile and aggressive financial risk profile. In accordance
with our criteria, our SACP incorporates the company's close
business relationship with Chesapeake Energy, but assumes no
extraordinary support. Chesapeake Oilfield's business risk profile
reflects its 10-year operating history (as a division within
Chesapeake Energy), its position as one of the top North American
land drillers, and the revenue visibility provided by having a
multi-year services agreement with Chesapeake Energy, partially
offset by limited customer diversity -? as Chesapeake Energy
accounts for well over 90% of Chesapeake Oilfield's revenues and
this will likely remain the case," S&P related.

"The stable ratings outlook is in line with the stable outlook on
Chesapeake Energy. Given Chesapeake Oilfield's reliance on
Chesapeake Energy as its primary customer, we view an upgrade to
higher than the Chesapeake Energy rating as unlikely. However, we
could downgrade Chesapeake Oilfield if we believe Chesapeake
Energy's level of support has changed materially, such as
in the event of a change of ownership at Chesapeake Oilfield," S&P
said.


CHOCTAW GENERATION: S&P Cuts Rating on $321-Mil. Certs. to 'CCC-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on U.S.
power generator Choctaw Generation L.P.'s $321 million series A
and series B pass-through trust certificates due in 2023 and 2030
(about $287.6 million outstanding as of Sept. 30, 2011) to 'CCC-'
from 'B+'. The outlook remains negative. "At the same time, we
lowered our recovery rating to '4', indicating our expectation for
average recovery (30%-50%) in the event of default, from '3'," S&P
related.

The downgrade reflects Choctaw management's estimate that it will
need to draw at least $7 million of its $16 million to $19 million
rent reserve to pay its $13.2 million debt service payment on Dec.
15, 2011, and also draw $5 million to pay its $19.0 million debt
service payment on June 15, 2012. The project may need to draw
more than that amount, leaving little to no cushion for a
$13.0 million interest payment on Dec. 15, 2012. "Absent a
significant cash infusion from an outside source, we project that
the project will deplete its liquidity reserves and default before
the end of 2013," S&P said.

"The project's short-term distress stems in large part from a
recent sharp decrease in availability to 73% between January and
August 2011, a reduction from 98% in calendar-year 2010 and 95% in
2009," said Standard & Poor's credit analyst Matthew Hobby.

The plant's heat rate averaged about 11,750 Btu per kilowatt-hour
(kWh) between January and August 2011, an increase of 3% to 4%
over the 2010 heat rate of 11,297 Btu per kWh and the 2009 rate of
11,369 Btu per kWh. The reduced availability resulted from a
series of equipment failures, including significant outages during
May and June (22 days) following boiler leaks, and during July and
August when an air fan motor failed and forced the plant to run on
one unit instead of two.

Low availability can reduce capacity payments or cause the project
to purchase replacement energy, which increases financial stress.
The increased heat rate raises fuel costs and increases wear on
the project's boilers, fuel handling system, and ash disposal
system, creating additional major maintenance. Compounding the
problem, the project's power purchase and operating agreement
includes a limit on annual maintenance hours that is too low to
cover all major maintenance, so the project must purchase
replacement energy or face reduced capacity revenues and possibly
on-peak delivery deficiency penalties.

The outlook on the rating remains negative because the project
faces significant risk of default by December 2013, when liquidity
will likely be insufficient to fund debt service shortfalls. "We
do not expect the project to generate sufficient cash from
operations to pay debt service and also pay for long-term capital
improvements to reduce its high heat rate, so any major capital
improvements would likely require external funding. It is unclear
at this time whether any of the parties to the project will
provide or succeed in sourcing such external funding," S&P said.


CHRYSLER GROUP: Early Voting Indicates Unhappiness With Labor Deal
------------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that early voting by
Chrysler Group LLC workers showed signs of dissatisfaction over a
proposed labor agreement after two United Auto Worker union locals
rejected the accord and voter turnout remained low.

                         About Chrysler Group

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

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

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

Fiat has a 20% equity interest in Chrysler Group.

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

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2011,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chrysler Group LLC. The rating outlook is stable.
"At the same time, we assigned our issue-level rating to
Chrysler's $4.3 billion senior bank facilities ('BB') and $3.2
billion second-lien notes ('B'). The recovery ratings are '1' and
'5'. The company recently completed this financing," S&P stated.


CIRCLE ENTERTAINMENT: Borrows $1.5 Million from Directors, et al.
-----------------------------------------------------------------
Certain of Circle Entertainment Inc.'s directors, executive
officers and greater than 10% stockholders made unsecured demand
loans to the Company totaling $1,500,000, bearing interest at the
rate of 6% per annum, on October 14 through Oct. 18, 2011.

The Company intends to use the proceeds to fund working capital
requirements and for general corporate purposes.  Because certain
of the directors, executive officers and greater than 10%
stockholders of the Company made the Loans, a majority of the
Company's independent directors approved the transaction.

                    About Circle Entertainment

Circle Entertainment Inc. (CEXE.PK), formerly FX Real Estate and
Entertainment Inc., owns 17.72 contiguous acres of land located at
the southeast corner of Las Vegas Boulevard and Harmon Avenue in
Las Vegas, Nevada.  The Las Vegas Property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.  On June 23, 2009, as a result of the
default under the first mortgage loan, the first lien lenders had
a receiver appointed to take control of the property.  The Company
is headquartered in New York City.

The Company disclosed in its Form 10-Q for the quarter ended
June 30, 2010, that it has no current cash flow and cash on hand
as of Aug. 13, 2010, is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due.  On April 21, 2010, the Company's remaining Las
Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for
Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada
(Case No. 10-17015).

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or benefit.

The Company reported net income of $346.81 million on $0 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $114.68 million on $0 of revenue during the prior year.  The
net profit generated in the year was primarily on account of a
$390.75 million gain from discharge of net assets due to
bankruptcy plan.  The Company's operating subsidiary sought
Chapter 11 protection last year.

As reported by the TCR on April 11, 2011, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has limited available cash, has a
working capital deficiency and will need to secure new financing
or additional capital in order to pay its obligations.

The Company's balance sheet at June 30, 2011, showed $2.75 million
in total assets, $6.18 million in total liabilities, and a
$3.43 million total stockholders' deficit.


COMMERCE PROTECTIVE: A.M. Best Downgrades FSR to 'B'
----------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and the issuer credit rating to "bb" from
"bbb-" of Commerce Protective Insurance Company (CPIC)
(Elizabethtown, PA).  Both ratings have been removed from under
review with negative implications and assigned a negative outlook.

The rating downgrades follow a review of CPIC's recent operating
results wherein significant underwriting and operating losses were
reported.  These losses are primarily attributable to increased
claim frequency in the company's physical damage trucking business
as well as net investment income that has declined as a result of
conservative, short-term investments.  This deterioration follows
CPIC's below-average operating performance in recent years, which
A.M. Best believes will continue in the near term as a result of
the adverse effects of its above-average growth in competitive
markets.  The company's above-average expense ratio has
unfavorably affected its underwriting performance for a number of
years and continues to trend higher.

In the first six months of 2011, CPIC reported a net loss of
$501,911 (the majority in the second quarter), which resulted in a
21.8% decline in the company's statutory capital and surplus.
A.M. Best's concerns with this surplus decline are partially
mitigated by a $750,000 infusion of cash into CPIC by its parent,
Londonderry Group, Ltd., in September 2011, which the parent
raised from current investors.  In addition, CPIC has begun to
take corrective actions to improve its underwriting experience,
including raising premium rates, tightening underwriting
standards, lowering commissions, changing its towing coverage and
scaling back in some regions where warranted.  However, such
corrective actions will be challenging to successfully implement
in competitive markets.

The outlook for CPIC's ratings is reflective of the aforementioned
concerns and its currently unfavorable underwriting and overall
operating performance trends.


COMMUNITY BANKS OF COL: Closed; Bank Midwest Assumes All Deposits
-----------------------------------------------------------------
The Federal Deposit Insurance Corporation, on Friday, Oct. 21,
2011, was appointed receiver for Community Banks of Colorado at
Greenwood, Colo., by the Board of Governors of the Federal Reserve
System.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Bank Midwest, National
Association, of Kansas City, Mo., to assume all of the deposits of
Community Banks of Colorado.

The 40 branches of Community Banks of Colorado will reopen during
their normal business hours as branches of Bank Midwest, National
Association.  Depositors of Community Banks of Colorado will
automatically become depositors of Bank Midwest, National
Association.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of Community Banks of Colorado
should continue to use their existing branch until they receive
notice from Bank Midwest, National Association that it has
completed systems changes to allow other Bank Midwest, National
Association branches to process their accounts as well.

As of June 30, 2011, Community Banks of Colorado had around $1.38
billion in total assets and $1.33 billion in total deposits.  In
addition to assuming all of the deposits of the failed bank, Bank
Midwest, National Association, agreed to purchase essentially all
of the assets.

The FDIC and Bank Midwest, National Association, entered into a
loss-share transaction on $714.2 million of Community Banks of
Colorado's assets.  Bank Midwest, National Association, will share
in the losses on the asset pools covered under the loss-share
agreement.  The loss-share transaction is projected to maximize
returns on the assets covered by keeping them in the private
sector.  The transaction also is expected to minimize disruptions
for loan customers.  For more information on loss share, please
visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-405-1439.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/commbanksco.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $224.9 million.  Compared to other alternatives, Bank
Midwest, National Association's acquisition was the least costly
resolution for the FDIC's DIF.  Community Banks of Colorado is the
84th FDIC-insured institution to fail in the nation this year, and
the sixth in Colorado.  The last FDIC-insured institution in the
state for which the FDIC was named receiver was Bank of Choice,
Greeley, on July 22, 2011.


COMMUNITY CAPITAL: Closed; State Bank and Trust Assumes Deposits
----------------------------------------------------------------
Community Capital Bank of Jonesboro, Ga., was closed on Friday,
Oct. 21, 2011, by the Georgia Department of Banking and Finance,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with State Bank and Trust
Company, Macon, Ga., to assume all of the deposits of Community
Capital Bank.

The two branches of Community Capital Bank will reopen during
their normal business hours as branches of State Bank and Trust
Company.  Depositors of Community Capital Bank will automatically
become depositors of State Bank and Trust Company.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to applicable limits.
Customers of Community Capital Bank should continue to use their
existing branch until they receive notice from State Bank and
Trust Company that it has completed systems changes to allow other
State Bank and Trust Company branches to process their accounts as
well.

As of June 30, 2011, Community Capital Bank had around $181.2
million in total assets and $166.2 million in total deposits.  In
addition to assuming all of the deposits of the failed bank, State
Bank and Trust Company agreed to purchase essentially all of the
assets.

The FDIC and State Bank and Trust Company entered into a loss-
share transaction on $141.3 million of Community Capital Bank's
assets.  State Bank and Trust Company will share in the losses on
the asset pools covered under the loss-share agreement.  The loss-
share transaction is projected to maximize returns on the assets
covered by keeping them in the private sector.  The transaction
also is expected to minimize disruptions for loan customers.  For
more information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-357-7599.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/commcapbk.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $62.0 million.  Compared to other alternatives, State Bank
and Trust Company's acquisition was the least costly resolution
for the FDIC's DIF.  Community Capital Bank is the 83rd FDIC-
insured institution to fail in the nation this year, and the
twenty-second in Georgia.  The last FDIC-insured institution
closed in the state was Decatur First Bank, Decatur, earlier on
Oct. 21, 2011.


CONTINENTAL COMMON: Joint Plan Confirmed by Bankr. Court
--------------------------------------------------------
Judge Harlin DeWayne Hale has confirmed the Second Amended Joint
Plan Of Reorganization filed by Continental Common, Inc., and PNC
Bank, N.A.

Under the Joint Plan, the Reorganized Debtor will seek to market
and sell each of the Properties under the direction of a third
party real estate broker, provided that the remaining unpaid
portion of any allowed secured claim for which the property being
sold serves as Collateral will be paid in full at the time and all
obligations under this Plan are satisfied in full.  The proceeds
will first be used to pay in full any allowed secured claim for
which the property serves as collateral, including the allowed
secured claims of PNC and any Taxing Authority holding a Lien in
the Property.  Upon the full satisfaction of any allowed secured
claims holding a Lien in the property, any remaining proceeds will
be distributed equally among Classes 1 through 9, subject to the
subordination of the Claims of Transcontinental Realty Investors,
Inc. (TCI), and Continental Common Lease Inc. to those of PNC.

The Reorganized Debtor will use Net Cash Flow, funds received from
TCI, funds on deposit in the Debtor's various debtor-in-possession
bank accounts, collections of accounts receivable owed as of the
Confirmation Date, funding from TCI, its designee, or any other
entity, proceeds from sales or refinancing of the Properties, and
any additional monies obtained by the Debtor, to fund the
distributions required under the Plan to Classes 1, 2, 3, 5, 6, 7,
8, and 9.

Distributions to Class 4 Claimants will be funded by Gross
Revenue, funds received from TCI, funds on deposit in the Debtor's
various debtor-in-possession bank accounts, collections of
accounts receivable owed as of the Confirmation Date, funding from
TCI, its designee, or any other entity, insurance loss proceeds or
payments, any award or other payment made by any governmental unit
or authority in conjunction with the exercise or any right of
eminent domain or condemnation, any proceeds from any sale,
refinancing, exchange, or other disposition of the Properties, any
payments made on account of any easements or access rights granted
by the Debtor which are not material to the operation of the
Property, and any additional monies obtained by the Debtor.

The classification and treatment of claims under the Joint Plan
are:

     A. Administrative Expenses - Each holder will receive, at the
        Debtor's option: (i) payment in full in cash on without
        interest within 30 days of the date the claim is allowed;
        or (ii) the amount of the holder's claim in accordance
        with the ordinary business terms of the expense or cost,
        or (iii) other treatment as may be agreed to in writing.

     B. Class 2 (Certain Priority Claims) will receive, at the
        Debtor's option: (i) payment in full in cash on account of
        the Priority Claim without interest when the claim is
        allowed; or (ii) the amount of claim in accordance with
        the ordinary business terms of the expense or cost, or
        (iii) other treatment as may be agreed to in writing.

     C. Class 3 (Allowed Secured Claims of Taxing Authorities) ?
        Within 10 days of the Effective Date, the Debtor will pay
        in full the allowed claim of any Taxing Authority.

     D. Class 4 (Allowed Secured Claim of PNC) - Any perfected
        liens or security interests securing the claim of PNC will
        be preserved and continued until the claim of PNC is paid.
        The Claims of PNC will be allowed in the amount of
        $17,595,436.39 as of the Petition Date, subject to
        adjustment for amounts received by PNC, PNC attorney's
        fees, and interest.

     E. Class 5 (Allowed Secured Claim of Propel Financial
        Services LLC) - The allowed claim of Propel will be paid
        with monthly cash payments including applicable interest
        over a period not exceeding five years from the Petition
        Date. The interest rate paid on the allowed claim will
        be 12.50% per annum.

     F. Class 6 (Allowed Secured Claim of John Monlezun) - The
        allowed claim of John Monlezun will be paid in full within
        5 years of the Effective Date by either the refinancing of
        the remaining unpaid portion of the Allowed Secured Claim
        of John Monlezun or the sale of the 1010 Common Property.
        Until the remaining unpaid portion of the allowed claim is
        refinanced or satisfied, the Debtor will make monthly
        interest only payments to John Monlezun at the rate of 12%
        per annum.  Mr. Monlezun may also receive certain payments
        from the Debtor reducing the outstanding principal amount
        of the allowed claim of John Monlezun as provided in the
        Plan.

     G. Class 7 (Convenience Class of Unsecured Claims Less than
        $2,500) ? These claims are comprised of: (i) all Allowed
        Unsecured Claims that are less than or equal to $2,500;
        and (ii) all Allowed Unsecured Claims held by any
        unsecured creditor electing to have the Claim treated as a
        Class 7 Claim by waiving the portion of the Claim
        exceeding the sum of $2,500.  Class 7 Claims will be paid
        100% of the allowed amount without interest by the fifth
        business day of the first month that is more than 30 days
        after the Effective Date through funds to be contributed
        by TCI.

     H. Class 8 (Allowed General Unsecured Claims) ? Unless a
        holder of an allowed unsecured claim agrees to different
        treatment, Class 7 Claims will be paid 100% of the
        allowed amount without interest in 12 equal monthly
        payments, the first payment of which will be due and
        payable on the fifth Business Day of the first month that
        is more than 30 days after the Effective Date and on the
        fifth Business Day of each respective month thereafter.

     I. Class 9 (General Unsecured Claims of TCI and Continental
        Common Lease Inc.) - Class 9 Claims will receive pro-rata
        distributions from the Class 9 share of the proceeds from
        any sale of Property after payment of all Secured Claims
        holding a Lien in the Property.  Class 9 Claims may or may
        not receive distributions under the Plan.  Any and all
        Claims of TCI and Continental Common Lease Inc., of all
        type and character, shall be subordinate to the Claims of
        PNC in all respects, and no Distributions will be made to
        TCI or Continental Common Lease Inc. until the Claims of
        PNC are paid in full.

     J. Class 10 - Allowed Interest of the Equity Security Holder
        will be cancelled and terminated on the Effective Date.

PNC Bank N.A. is represented by:

         William L. Wallander, Esq.
         VINSON & ELKINS L.L.P.
         3700 Trammell Crow Center, 2001 Ross Avenue
         Dallas, Texas 75201
         Fax: (214) 220-7716
         E-mail: BWallander@VElaw.com

A full-text copy of the Second Amended Joint Plan Of
Reorganization, dated Oct. 4, 2011, is available for free at:

  http://bankrupt.com/misc/CONTINENTALCOMMON_2ndamendedplan.pdf

                     About Continental Common

Dallas, Texas-based Continental Common, Inc., has primary assets
consisting of various real estate holdings in multiple states.
The Company filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 10-37542) on Oct. 28, 2010.  Melissa S.
Hayward, Esq., at Franklin Skierski Lovall Hayward LLP, represents
the Debtor.  The Company disclosed $29,250,424 in assets and
$25,150,836 in liabilities.  The U.S. Trustee has not appointed
creditors' committee or examiner in the case.


COUNTRYWIDE FINANCIAL: Suit Belongs in N.Y. State Court, FHFA Says
------------------------------------------------------------------
American Bankruptcy Institute reports that Countrywide Financial
Corp. defendants improperly moved a suit by the Federal Housing
Finance Agency (FHFA) to federal court in Manhattan from state
court in an attempt to transfer it to a multidistrict litigation
case in California, the agency said Thursday.

                    About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at
$4 billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


CROWN REAL ESTATE: Court OKs Ervin Cohen as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Crown Real Estate Services, LLC to employ Ervin, Cohen
& Jessup LLP as counsel.

As reported in the Troubled Company Reporter on Sept. 23, 2011, as
bankruptcy counsel, ECJ will provide legal advice to Crown Real
Estate, prepare legal papers on behalf of the company; participate
in the negotiation and formulation of a restructuring plan; advise
the company with regards to administrative requirements under a
Chapter 11 case, among other things.

The lawyers tasked to provide the services are Michael Kogan,
Esq., a partner at ECJ and head of the Bankruptcy and
Reorganization Department, and Faye Rasch, Esq., an associate in
ECJ's Bankruptcy, Receivership and Reorganization Department.

Mr. Kogan and Ms. Rasch will be paid an hourly rate of $525 and
$320, respectively.  They will be assisted by paralegals who will
be paid an hourly rate of $185.

In a declaration, Mr. Kogan assured the Court that his firm does
not hold or represent interest adverse to the interest of the
estate or any class of Crown Real Estate's creditors and equity
security holders.

                      About Crown Real Estate

Crown Real Estate filed a Chapter 11 bankruptcy petition (Case No.
11-20309) in the United States Bankruptcy Court Central District
of California on Aug. 29, 2011.  Crown Real Estate estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Superior Property of 10621 Sepulveda, an affiliate of Crown Real
Estate, also filed a separate Chapter 11 petition (Case No. 11-
20305) on Aug. 29, 2011.


CULLMAN REGIONAL: Moody's Affirms 'Ba1' Rating on $68-Mil. Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating assigned to
Cullman Regional Medical Center's (CRMC) $68 million of
outstanding Series 2009A bonds. The outlook has been revised to
negative from stable.

RATING RATIONALE

The affirmation of the Ba1 rating is attributable to CRMC's strong
market share in Cullman County and growth in liquidity reserves in
fiscal year (FY) 2011. The revision in the outlook to negative
from stable reflects the fact that the organization missed budget
in FY 2011, resulting in an operating loss and weak leverage
measures.

STRENGTHS

CRMC is the only hospital in its service area, Cullman County;
after purchasing and closing the only competing hospital in
Cullman County in summer 2009

Strengthening balance sheet in FY 2011 (unaudited) with cash-to-
debt growing to 40% and cash on hand growing to 90 days compared
to FYE 2010 values of 32% and 75 days, respectively

Growth in Medicare case mix index in FY 2010 sustained through FY
2011

Physician stability and success recruiting primary care physicians
and obstetricians and gynecologists over the past year

Successful affiliation with the University of Alabama Hospital for
interventional cardiology services that has limited cardiology
outmigration and helped keep services at CRMC

CHALLENGES

Difficulty meeting budget; CRMC missed budget in FY 2011,
resulting in an operating loss of $2.3 million (-2.0% margin) when
an operating gain was budgeted

Very high leverage with debt-to-cash flow of 17.4 times and
Moody's adjusted MADS coverage of 1.5 times in FY 2011 (unaudited)

Combined inpatient admissions and observation stays declined 5.6%
in FY 2011; the decline was partly due to a shift to inpatient
admissions (which exhibited good 1.8% growth) but also reflects
economic challenges in the service area and the absence of H1N1
flu volumes in 2011 which helped drive volumes in 2010

Very challenging payer mix with 18.3% bad debt and 8.3% self-pay
in FY 2011 on gross charges

Underfunded defined benefit pension plan and operating leases that
increase debt load 41% for total comprehensive debt of $102.8
million as of FYE 2010

Outlook

The revision in the outlook to negative from stable reflects the
fact that the organization missed budget in FY 2011, resulting in
an operating loss and weak leverage measures.

WHAT COULD MAKE THE RATING GO UP

Improvement and stabilization of operating performance;
improvement in leverage metrics to a level consistent with an
investment grade rating

WHAT COULD MAKE THE RATING GO DOWN

Failure to meet budget in FY 2012 resulting in leverage measures
consistent with FY 2011; decline in balance sheet strength;
additional debt

PRINCIPAL METHODOLOGY USED

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.


DBSD NORTH AMERICA: Says Sprint's $110-Mil. Payback Claim Flawed
----------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that DBSD North America
Inc. said Wednesday that it shouldn't have to reimburse Sprint
Nextel Corp. $110 million because Sprint's claim relies on a
flawed interpretation of a federal regulatory order governing
satellite spectrums.

Law360 relates that Sprint had asked the New York court overseeing
DBSD's Chapter 11 in September to require DBSD to reimburse it for
a share of the costs associated with clearing the spectrum, under
an order from the Federal Communication Commission, to make room
for DBSD and other similar companies.

                   About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc., aka
ICO Member Services Inc., offers satellite communications
services.  It has launched a satellite, but is in the
developmental stages of creating a satellite system with
components in space and on earth.  It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 09-13061) on May 15,
2009.  James H.M. Sprayregen, Esq., and Christopher J. Marcus,
Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel,
Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in
Chicago, serve as the Debtors' counsel.  Jefferies & Company is
the financial advisors to the Debtors.  The Garden City Group Inc.
is the claims agent for the Debtors.  DBSD estimated assets and
debts of $500 million to $1 billion in its Chapter 11 petition.

Timothy A. Barnes, Esq., and Steven J. Reisman, Esq., at Curtis,
Mallet-Prevost, Colt & Mosle LLP, in New York, represent the
Official Committee of Unsecured Creditors.

The ad hoc committee of certain parties that hold or manage
holdings of those certain 7.5% Convertible Senior Secured Notes
due 2009 issued by DBSD is represented by Dennis F. Dunne, Esq.,
Risa M. Rosenberg, Esq., and Jeremy S. Sussman, Esq., at Milbank,
Tweed, Hadley & McCloy LLP, in New York; and Andrew M. Leblanc,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, DC.

Sprint Nextel is represented by Eric Moser, Esq., at K&L Gates
LLP, in New York; and John H. Culver III, Esq., and Felton E.
Parrish, Esq., at K&L Gates LLP, in Charlotte, North Carolina.

DISH is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps Slate Meagher & Flom LLP, in New York.


DECATUR FIRST BANK: Closed; Fidelity Bank Assumes All Deposits
--------------------------------------------------------------
Decatur First Bank of Decatur, Ga., was closed on Friday, Oct. 21,
2011, by the Georgia Department of Banking and Finance, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Fidelity Bank of Atlanta, Ga., to assume
all of the deposits of Decatur First Bank.

The five branches of Decatur First Bank will reopen during their
normal business hours as branches of Fidelity Bank.  Depositors of
Decatur First Bank will automatically become depositors of
Fidelity Bank.  Deposits will continue to be insured by the FDIC,
so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of Decatur First Bank should
continue to use their existing branch until they receive notice
from Fidelity Bank that it has completed systems changes to allow
other Fidelity Bank branches to process their accounts as well.

As of June 30, 2011, Decatur First Bank had around $191.5 million
in total assets and $179.2 million in total deposits.  In addition
to assuming all of the deposits of the failed bank, Fidelity Bank
agreed to purchase essentially all of the assets.

The FDIC and Fidelity Bank entered into a loss-share transaction
on $111.5 million of Decatur First Bank's assets.  Fidelity Bank
will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers.  For more information on loss
share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-430-7974.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/decatur.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $32.6 million.  Compared to other alternatives, Fidelity
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  Decatur First Bank is the 82nd FDIC-insured institution to
fail in the nation this year, and the twenty-first in Georgia.
The last FDIC-insured institution closed in the state was Piedmont
Community Bank, Gray, on Oct. 14, 2011.


DRUG ROYALTY: Moody's Withdraws 'Ba2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Drug Royalty II
LP 1, including the Ba2 Corporate Family Rating, Ba3 Probability
of Default Rating, and the Ba2 (LGD 3, 35%) senior secured credit
facility ratings because the company's proposed transaction did
not occur as planned and the instruments are not outstanding.

RATINGS RATIONALE

The principal methodology used in rating Drug Royalty II LP 1 was
Moody's Global Pharmaceutical Rating Methodology, published in
October 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Drug Royalty II LP 1 is a bankruptcy-remote Delaware limited
liability partnership and an indirect subsidiary of DRI Capital
Inc., a privately-owned Canadian corporation that manages DRII-LP1
and its affiliates. DRI is engaged in acquiring royalty interests
related to various prescription and nonprescription pharmaceutical
products since its inception in 1992.


DRYSHIPS INC: George Economou Discloses 14.1% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, George Economou and his affiliates disclosed
that they beneficially own 60,125,177 shares of common stock of
DryShips Inc. representing 14.1% of the shares outstanding.  A
full-text copy of the filing is available for free at:

                        http://is.gd/BJt1Qh

                        About DryShips Inc.

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

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

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated Sept. 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

In its audit report on the Company's financial statements for the
year ended Dec. 31, 2010, Deloitte, Hadjipavlou Sofianos &
Cambanis S.A., noted that the Company's inability to comply with
financial covenants under its original loan agreements as of
Dec. 31, 2009, its negative working capital position and other
matters raise substantial doubt about its ability to continue as a
going concern.

The Company's balance sheet at June 30, 2011, showed
US$7.86 billion in total assets, US$4.03 billion in total
liabilities, and US$3.83 billion in total equity.


ELITE PHARMACEUTICALS: Seven Directors Elected at Annual Meeting
----------------------------------------------------------------
Elite Pharmaceutical, Inc., announced that all resolutions
proposed at the Company's October 18th Annual Meeting of
Stockholders were duly passed.

At the Annual Meeting, stockholders re-elected directors Jerry
Treppel, Ashok Nigalaye, Jeenarine Narine, Ram Potti, Barry Dash,
Chris Dick and Jeffrey Whitnell.  The stockholders also authorized
the increase of the number of common stock from 355,517,558 shares
to 690,000,000; granted discretionary authority to the Board of
Directors until Dec. 31, 2012, to change the Company's state of
Incorporation from Delaware to Nevada; and ratified the
appointment of Demetrius & Company, LLC, as the independent
auditors to the Company's financial statements for fiscal year
ending March 31, 2012.

Jerry Treppel, Chairman & CEO of Elite commented, "I would like to
thank all of our stockholders who participated in the voting of
their shares at our Annual Meeting of Stockholders.  We are
pleased to have received the confidence of our stockholders to
allow management to continue to address legacy issues which will
enable the company to move forward.  The passage of the proposal
for the Company to reincorporate in Nevada, for instance, will
allow precious resources to remain in house working for our
stockholders rather than being used to pay high franchise fees.
Also, despite the unexpected loss of certain products earlier this
year, the company has launched two new products this year.  Elite
will continue to introduce additional products to the market and
will continue to enhance our product pipeline.  Furthermore our
manufacturing facility expansion that is under development will
substantially enhance Elite's revenue and earnings.  We, the
employees, the management team, and the Board of Directors of
Elite remain focused and committed to the company's future and to
creating shareholder value."

                     About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about Elite Pharmaceuticals' ability to continue
as a going concern.  The independent auditors noted that the
Company has experienced significant losses resulting in a working
capital deficiency and shareholders' deficit.

The Company reported a net loss of $13.6 million on $4.3 million
of revenues for the fiscal year ended March 31, 2011, compared
with a net loss of $8.1 million on $3.3 million of revenues for
the fiscal year ended March 31, 2010.

The Company's balance sheet at June 30, 2011, showed
$11.49 million in total assets, $50.33 million in total
liabilities, and a $38.84 million total stockholders' deficit.


EOS PREFERRED: Board Did Not Pay Dividend on 8.50% Pref. Stock
--------------------------------------------------------------
Aurora Bank FSB, the parent of EOS Preferred Corporation, on
Nov. 30, 2010, entered into a Stipulation and Consent to Issuance
of Amended Order to Cease and Desist with the Office of Thrift
Supervision whereby the Bank consented to the issuance of an
Amended Order to Cease and Desist issued by the OTS, which amended
the original Cease and Desist Order issued by the OTS on Jan. 26,
2009.  In addition, on Nov. 30, 2010, the OTS terminated the
Prompt Corrective Action Directive, originally issued to the Bank
on Feb. 4, 2009.

The Amended Order did not amend provisions in the Original Order
that require the Bank to ensure that each of its subsidiaries,
including the Corporation, complies with the Original Order as
amended.  These operating restrictions, among other things,
restrict transactions with affiliates, capital distributions,
contracts outside the ordinary course of business and changes in
senior executive officers, board members or their employment
arrangements without prior written notice to the OTS.  Under the
Amended Order, the Corporation must continue to seek and receive
approval from the OTS for the payment of dividends to its
preferred and common shareholders.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer
Protection Act, the OTS was abolished on July 21, 2011, and the
duties and powers of the OTS were transferred to the Office of the
Comptroller of the Currency.  Consequently, effective on the
Transfer Date, the primary regulator of the Corporation's parent,
the Bank, became the OCC.  As part of the transition of primary
regulators, the OCC, as successor to the OTS, is charged with
undertaking a review of various matters impacting the Bank and the
Corporation which includes the payment of dividends to the
Corporation's preferred and common shareholders.  The OCC's review
is ongoing and the Bank and the Corporation continue to work
closely with the OCC during the transition period.  To date, the
approval of the OCC, as successor to the OTS, required by the
Amended Order for the payment of dividends to the Corporation's
preferred and common shareholders has not been received.

Accordingly, the Board of Directors of the Corporation did not
declare or pay a dividend on the Corporation's 8.50% Non-
Cumulative Exchangeable Preferred Stock, Series D, that would have
been payable on Oct. 17, 2011.  There can be no assurance that
approval or non-objection for the payment of future dividends will
be received from the OCC or when or if such OCC approval
requirement will be removed.  Furthermore, any future dividends on
the Series D preferred stock will be payable only when, as and if
declared by the Board of Directors.  The terms of the Series D
preferred stock provide that dividends on the Series D preferred
stock are not cumulative and if no dividend is declared for a
quarterly dividend period, the holders of the Series D preferred
stock will have no right to receive a dividend for that period,
and the Corporation will have no obligation to pay a dividend for
that period, whether or not dividends are declared and paid for
any future period.

In order to continue to qualify as a real estate investment trust,
under the Internal Revenue Code of 1986, as amended, the
Corporation generally is required each year to distribute to its
stockholders at least 90% of its net taxable income, excluding net
capital gains.  As a REIT, the Corporation generally is not
required to pay federal income tax if it continues to meet this
and a number of other requirements.  If the OCC fails to remove
the requirement for approval and does not grant further approval
or non-objection to the Corporation to pay dividends to its
stockholders in an amount necessary to maintain the Corporation's
REIT qualification prospectively, the Corporation will fail to
qualify as a REIT and, as a result, will be subject to federal
income tax.

                        About EOS Preferred

Based in New York, EOS Preferred Corporation (formerly Capital
Crossing Preferred Corporation) is a Massachusetts corporation
with the principal business objective to hold mortgage assets that
will generate net income for distribution to stockholders.  The
Company was organized on March 20, 1998, to acquire and hold real
estate assets and Aurora Bank FSB, an indirect wholly-owned
subsidiary of Lehman Brothers Holdings Inc., owns all of the
Company's common stock.  Effective June 21, 2010, the Company
changed its corporate name to EOS Preferred Corporation.

The Company operates in a manner intended to allow its to be taxed
as a real estate investment trust, or a "REIT," under the Internal
Revenue Code of 1986, as amended.  As a REIT, EOS will not be
required to pay federal or state income tax if it distributes its
earnings to its shareholders and continues to meet a number of
other requirements.

The Company reported net income of $7.65 million on $2.19 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $12.82 million on $3.56 million of
total interest income during the prior year.

The Company's balance sheet at June 30, 2011, showed
$87.16 million in total assets, $206,000 in total liabilities and,
$86.95 million in total stockholders' equity.

As reported by the TCR on April 6, 2011, Ernst & Young LLP, in New
York, expressed substantial doubt about the Company's ability to
continue as a going concern.  On Sept. 15, 2008, Lehman Brothers
Holdings Inc., indirect parent company to Aurora Bank FSB, and
ultimate parent company of EOS Preferred Corporation, filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code.
Aurora Bank, the sole owner of the common stock of EOS Preferred
Corporation, is subject to a Cease and Desist Order, dated Jan.
26, 2009, and a Prompt Corrective Action Directive, dated Feb. 4,
2009, issued by the Office of Thrift Supervision, requiring Aurora
Bank, among other matters, to submit a capital restoration plan
and a liquidity management plan, and imposing restrictions on
certain activities of Aurora Bank and EOS Preferred Corporation.
According to the independent auditors, the bankruptcy of Lehman
Brothers and the ability of the OTS to regulate and restrict the
business and operations of EOS Preferred Corporation, in light of
the Cease and Desist Order and the Prompt Corrective Action
Directive, raise substantial doubt about EOS Preferred
Corporation's ability to continue as a going concern.


FBL FINANCIAL: A.M. Best Places 'bb' Credit Rating Under Review
---------------------------------------------------------------
A.M. Best Co. has placed under review with positive implications
the issuer credit rating (ICR) of "bb" and debt ratings of FBL
Financial Group Inc. (FFG) [NYSE: FFG].  In addition, A.M. Best
has placed under review with developing implications the financial
strength rating (FSR) of B+ (Good) and ICR of "bbb-" of EquiTrust
Life Insurance Company (EquiTrust).  Concurrently, A.M. Best has
affirmed the FSR of A- (Excellent) and ICR of "a-" of Farm Bureau
Life Insurance Company (Farm Bureau Life).  The outlook for these
ratings is stable.  All companies are domiciled in West Des
Moines, IA.  (See below for a detailed listing of the debt
ratings.)

The under review status for the ratings of FFG and EquiTrust
follow the announcement that FFG has agreed to sell EquiTrust to
controlled affiliates of Guggenheim Partners, LLC, for a
preliminary purchase price of $440 million in an all-cash
transaction.  Furthermore, the under review status for FFG
reflects the intention of its management to redeem a total of $225
million in public and affiliated debt with the proceeds from the
EquiTrust sale.  A.M. Best expects that despite an anticipated
loss on the transaction and plans for a stock repurchase
authorization of $200 million that these initiatives will
strengthen FFG's quality of capital, financial leverage and
interest coverage ratios, while providing more stability of
earnings.

Placing the ratings of EquiTrust under review are the result of
the uncertainty with respect to its future business plans and
capital structure following its acquisition by Guggenheim
Partners, LLC.  The ratings will remain under review until the
transaction is completed, which is expected by year-end 2011 and
pending A.M. Best's discussions with the new management concerning
its future strategic plans for EquiTrust.  These discussions will
include a review of products, expected sales and capital levels.

Farm Bureau Life's ratings acknowledge its consistently positive,
but fluctuating operating earnings, excellent risk-adjusted
capitalization levels and somewhat diversified premiums, which
have displayed steady, positive trends.

Offsetting rating factors include Farm Bureau Life's high portion
of investments in structured securities relative to statutory
capital and surplus, increasing exposure to interest-sensitive
products in the current low interest rate environment and its
increasing share of annuity sales growth as part of Farm Bureau
Life's product mix.  A.M. Best notes that the business profile and
operations of Farm Bureau Life will not be immediately and
directly impacted by the sale of EquiTrust, since Farm Bureau Life
is not part of the EquiTrust transaction.

The following debt ratings have been placed under review with
positive implications:

FBL Financial Group Inc?
-- "bb" on $75 million 5.85% senior unsecured notes, due 2014
-- "bb" on $100 million 5.875% senior unsecured notes, due 2017

The following indicative ratings on securities available under its
shelf registration have been placed under review with positive
implications:

FBL Financial Group Inc?
- "bb" on senior debt
- "bb-" on subordinated debt
- "b+" on preferred stock

FBL Financial Group Capital Trust II?
- "b+" on trust preferred securities


FENTON SUB: Can Access Wells Fargo's Cash Collateral Until Dec. 31
------------------------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota authorized Fenton Sub Parcel D, LLC, and
Bowles Sub Parcel D, LLC, to use cash collateral, including rents,
that may be subject to the lien of Wells Fargo Bank, N.A. until
Dec. 31, 2011.

Wells Fargo Bank, serves as trustee for the registered holders of
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-LN2, by and
through CWCapital Asset Management LLC, as Servicer.

The Debtors would use the cash collateral to fund their operations
postpetition.

The Court ordered that the Debtors will maintain insurance on the
six parcels of real estate they own, and continue to maintain the
properties to their current standards.

         About Fenton Sub Parcel D and Bowles Sub Parcel D

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own
industrial multi-tenant properties located in the Twin Cities.
They are controlled by StoneArch II/WCSE Minneapolis Industrial
LLC.  StoneArch is the 100% member of Bowles Subsidiary, LLC and
of Fenton Subsidiary LLC.  Bowles Subsidiary LLC is then the 100%
member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is
the 100% member of Fenton Sub Parcel D, LLC.

In 2007, StoneArch acquired various LLCs, which in turn owned 27
industrial multi-tenant properties located in the Twin Cities.
The properties were divided into four separate pools: A, B, C, and
D.  Fenton Sub Parcel D and Bowles Sub Parcel D jointly own the
properties in pool D.  As tenants in common, Fenton Sub Parcel D
has an undivided 74.5394% interest and Bowles Sub Parcel D has an
undivided 25.4606% interest.  The Pool D Properties consist of six
parcels of real property located in Anoka, Dakota, and Hennepin
Counties, Minnesota.  The Debtors expect the Pool D Properties to
be worth $13,135,656 as of the Petition Date.

Although they are two separate legal entities, Fenton Sub Parcel D
and Bowles Sub Parcel D have consistently been treated as one
enterprise.  Hoyt Properties, Inc., acts as agent in managing the
Pool D Properties.

Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11
bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on
June 29, 2011.  The Debtors' petitions were signed by Steven Bruce
Hoyt, chief manager, who is a debtor in bankruptcy case number 11-
43816.  He is separately represented by Michael C. Meyer of the
firm Ravich Meyer.

The cases were originally assigned to Judge Dennis D. O'Brien and
reassigned to Judge Robert J. Kressel as the cases are related to
the Hoyt case, which was filed earlier and assigned to Judge
Kressel.

Cynthia A. Moyer, Esq., James L. Baillie, Esq., and Sarah M.
Gibbs, Esq., at Fredrikson & Byron, PA, represent the Debtors.


FNB UNITED: Shareholders Approve Acquisition of Bank of Granite
---------------------------------------------------------------
The shareholders of FNB United Corp., approved the shareholder
proposals necessary for FNB to consummate its $310 million
recapitalization plan and the acquisition of Bank of Granite
Corporation, parent company of Bank of Granite.

Shareholder approval is among the final contingencies for FNB's
acquisition of Bank of Granite Corporation, which was approved by
Granite stockholders on October 18.  As previously announced, FNB
has received the necessary regulatory approvals to complete the
transactions.  The proposed acquisition of Bank of Granite
Corporation by FNB will create a North Carolina community bank
with approximately $2.8 billion in assets, $2.4 billion in
deposits and 63 full-service banking offices located in robust
markets throughout the state.  The merged organization will be led
by Brian Simpson as CEO and Bob Reid as president, with
headquarters in Asheboro, N.C. Simpson and Reid led the successful
$310 million capital raise by FNB, which includes The Carlyle
Group and Oak Hill Capital Partners as lead investors.  The
Carlyle Group and Oak Hill Capital Partners have entered into
definitive agreements with FNB to invest $79 million each, subject
to conditions contained in the investment agreements.

Also on October 14, the U.S. District Court for the Western
District of North Carolina approved the Deferred Prosecution
Agreement filed by CommunityONE Bank, the U.S. Attorney's Office
and the U.S. Department of Justice to settle certain allegations
surrounding the bank's anti-money laundering program.  Approval of
the Deferred Prosecution Agreement satisfied a closing condition
to the recapitalization and the acquisition of Bank of Granite
Corporation.

The closing of the recapitalization and the acquisition of Bank of
Granite Corporation through a merger remains subject to the
following conditions, among others:

   -- satisfaction or waiver of the closing conditions under the
      merger agreement with Bank of Granite Corporation, the
      investment agreements with affiliates of The Carlyle Group
      and Oak Hill Capital Partners and the subscription
      agreements with additional investors;

   -- the shares of common stock to be issued under the investment
      agreements being authorized for listing on NASDAQ;

   -- the exchange of FNB's preferred stock issued to the U.S.
      Department of the Treasury for common stock;

   -- the satisfaction of conditions regarding minimum liquidity
      and non-brokered deposits and the level of non-performing
      assets;

   -- receipt of advice as to the absence of an Internal Revenue
      Code Section 382 ownership change as a result of the private
      placement investments; and

   -- neither FNB nor Bank of Granite Corporation having
      experienced a material adverse effect.

                          About FNB United

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

The Company incurred significant net losses in 2009, which
continued in 2010 and 2011, primarily from the higher provisions
for loan losses due to the significant level of nonperforming
assets and the write-off of goodwill.

Dixon Hughes PLLC, in Charlotte, North Carolina, in its
independent auditors' report dated March 14, 2011 and attached to
the financial statements, noted that the Company continued to
incur significant net losses in 2010, primarily from the higher
provisions for loan losses due to the significant level of non-
performing assets.  According to Dixon Hughes, the Company is
significantly undercapitalized per regulatory guidelines and has
failed to reach capital levels required in the Consent Order
issued by the Office of the Comptroller of the Currency in 2010.
These matters, the accounting firm maintains, raise substantial
doubt about the Company's ability to continue as a going concern.

Dixon Hughes also said that FNB United Corp. and Subsidiary has
not maintained effective internal control over financial reporting
as of Dec. 31, 2010, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

The Company's balance sheet at June 30, 2011, showed $1.72 billion
in total assets, $1.83 billion in total liabilities and a $113.71
million total shareholders' deficit.

                       Bankruptcy Warning

On April 26, 2011, FNB United entered into investment agreements
with The Carlyle Group and Oak Hill Capital Partners to
recapitalize the Company, as well as a merger agreement with Bank
of Granite Corporation.  On June 16 and Aug. 4, 2011, the Company
entered into subscription agreements with various accredited
investors for the purchase and sale of its common stock.
Together, the investment agreements with Carlyle and Oak Hill
Capital and the subscription agreements contemplate the issuance
of $310 million of common stock of the Company at $0.16 per share.

Completion of the recapitalization, including the sale of common
stock to The Carlyle Group and Oak Hill Capital Partners and the
other investors, is subject to various conditions, certain of
which are outside of the Company's control and may not be
satisfied.  The closing conditions to the recapitalization include
receipt of requisite regulatory approvals and other customary
closing conditions.  No assurance can be given that all conditions
will be satisfied timely or at all.  The Company said if it fails
to consummate the recapitalization, it is expected it will not be
able to continue as a going concern, it may file for bankruptcy
and the Bank may be placed into FDIC receivership.  The equity
financing transaction, if completed, will result in substantial
dilution to the Company's current shareholders and could adversely
affect the market price of the Company's common stock.


FOREVER CONSTRUCTION: Plan Status Hearing Continued Until Nov. 29
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until Nov. 29, 2011, at 10:30 a.m., the status
hearing on Forever Construction, Inc.'s Chapter 11 Plan and
Disclosure Statement.

As reported in the Troubled Company Reporter on July 7, 2011, the
Plan provides for distributions to the holders of allowed claims
from funds realized from the continued operation of the Debtor's
business as well as from existing cash deposits.  Payments to the
holders of the Allowed Class 1 Claim required under the Plan may
be made from the proceeds of the refinancing or sale of the
various properties.

The claims and interests, and the treatment thereof, under the
Plan consist of the following:

     A. Administrative Claims: To be paid at confirmation, in the
        ordinary course of business or by agreement.

     B. Tax Claims - None.

     C. Class 1 (Lenders) - Payments of principal and interest on
        secured debt at non-default rate of interest, pursuant to
        existing loan documentation, or as modified or renewed by
        agreement.

     D. Class 2 (Real Estate Tax Claims) - Monthly payments of
        principal and interest to redeem tax sales on or before
        each redemption date.

     E. Class 3 (Security Deposits) - Paid in the ordinary course
        of business.

     F. Class 4 (Allowed General Secured Claims) - 10% of Allowed
        Claims over 60 months with no interest.

     G. Class 5 (Shareholders) - Shareholders will retain their
        ownership interest.

The Debtor will be the disbursing agent charged with making the
payments required under the Plan to the holders of Allowed Claims.
Management of the Debtor will remain unchanged after Confirmation.

A copy of the Disclosure Statement is available for free at:
http://ResearchArchives.com/t/s?7667

                    About Forever Construction

Waukegan, Illinois-based Forever Construction, Inc., is the owner
and operator of several multi-tenant residential properties
located in or near Waukegan, Illinois.  The Debtor filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-33276) on
July 27, 2010. Joel A. Schechter, Esq., assists the Debtor in its
restructuring effort.  The Debtor tapped Jon P. Morgan of InTerra
Realty as its real estate sales agent.  The Debtor estimated
assets and debts at $10 million to $50 million in its Chapter 11
petition.  No creditors committee has been appointed in the case.


GIORDANO'S ENTERPRISES: Gets $26-Million Stalking Horse Bid
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Giordano's Enterprises has
asked for court permission to sell its restaurant operations,
recipes and recognizable brand at a Nov. 15 auction -- an event in
which bidders can challenge the $26 million offer, already put
forth by the owners of one Giordano's fiercest Chicagoland rivals,
Connie's Pizza.

Hilary Russ at Bankruptcy Law360 reports that a stalking horse
bidder has agreed to pay $26 million for Giordano's Enterprises
Inc.'s restaurant assets, the Chapter 11 trustee for the bankrupt
Chicago pizzeria chain said Thursday.

According to Law360, trustee Philip V. Martino said the bidder,
Giordano's Holding Co. LLC, is managed by the Italian Food Network
LLC, a privately held company led by Ivan Matsunaga and Marc
Stolfe, who both are deeply involved with another Chicago-area
pizza chain, Connie's Pizza.


                    About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.

Philip V. Martino has been appointed as Chapter 11 trustee in the
Debtors' bankruptcy cases, at the behest of the U.S. Trustee.
Mr. Martino filed a $3,000,000 bond.


GLOBAL CROSSING: Terminates Registration Statements with SEC
------------------------------------------------------------
Global Crossing Limited filed with the U.S. Securities and
Exchange Commission a Post-Effective Amendment No.1 relating to
the Registration Statement on Form S-3, filed on May 7, 2009,
pertaining to an aggregate amount of $500,000,000 of debt
securities, common shares or warrants of the Company.

On Oct. 4, 2011, pursuant to the terms of the Agreement and Plan
of Amalgamation, dated as of April 10, 2011, by and among Level 3
Communications, Inc., Apollo Amalgamation Sub, Ltd., and Global
Crossing, Amalgamation Sub and Global Crossing amalgamated in
accordance with Bermuda law and continued as the Company, a
Bermuda exempted limited liability company.

As a result of the Amalgamation, the Company has terminated, or is
terminating, all offerings of its securities pursuant to the
Registration Statement.

Moreover, the offerings under the Registration Statements on Form
S-8 registering 20,178,261 shares of common stock issuable under
the 2003 Global Crossing Limited Stock Incentive Plan and STT
Communications Ltd Share Option Plan 2004 have been terminated.

                       About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
-- http://www.globalcrossing.com/-- is a global IP, Ethernet,
data center and video solutions provider with the world's first
integrated global IP-based network.

Global Crossing Limited reported a consolidated net loss of
$172 million on $2.609 billion of consolidated revenue for the
twelve months ended Dec. 31, 2010, compared with a net loss of
$141 million on $2.159 billion of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $2.28 billion
in total assets, $2.83 billion in total liabilities and a $548
million total shareholders' deficit.

                          *     *     *

In the Oct. 12, 2011, edition of the TCR, Standard & Poor's
Ratings Services withdrew its 'B' corporate credit rating on
Bermuda-based Global Crossing Ltd. (GCL).  This action follows the
completion of Level 3's acquisition of GCL on Oct. 4, 2011.


GLOBAL CROSSING: Suspending Filing of Reports with SEC
------------------------------------------------------
Global Crossing Limited filed a Form 15 notifying of its
suspension of its duty under Section 15(d) to file reports
required by Section 13(a) of the Securities Exchange Act of 1934
with respect to its common stock, par value $0.01 per share and
12% Senior Secured Notes due 2015.  Pursuant to Rule 12h-3, the
Company is suspending reporting because there are currently less
than 300 holders of record of the common shares and Senior Notes.
There was only one holder of the common shares and Senior Notes as
of Oct. 20, 2011.

                       About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
-- http://www.globalcrossing.com/-- is a global IP, Ethernet,
data center and video solutions provider with the world's first
integrated global IP-based network.

Global Crossing Limited reported a consolidated net loss of
$172 million on $2.609 billion of consolidated revenue for the
twelve months ended Dec. 31, 2010, compared with a net loss of
$141 million on $2.159 billion of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $2.28 billion
in total assets, $2.83 billion in total liabilities and a $548
million total shareholders' deficit.

                          *     *     *

In the Oct. 12, 2011, edition of the TCR, Standard & Poor's
Ratings Services withdrew its 'B' corporate credit rating on
Bermuda-based Global Crossing Ltd. (GCL).  This action follows the
completion of Level 3's acquisition of GCL on Oct. 4, 2011.


GREENFIELD ETHANOL: S&P Assigns 'B+' Long-Term Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Toronto based ethanol producer
GreenField Ethanol Inc. (GFE). At the same time, Standard & Poor's
assigned its 'B+' issue level rating to the company's proposed
C$175 million senior secured second-lien notes due 2016. "The
recovery rating is '4', indicating our expectation of average
(30%-50%) recovery in a default scenario. The outlook is stable,"
S&P related.

"The ratings reflect our view of GFE's exposure to commodity price
volatility, its aggressive credit measures, and hedging risks
associated with its commodity risk management program," said
Standard & Poor's credit analyst Jatinder Mall. "We believe that
somewhat offsetting these weaknesses are the company's long-term
customer contracts within its fuel ethanol business, strong market
positions within the Canadian fuel ethanol and North American
industrial alcohol industry, and operating support from
participation in several government-administered fuel ethanol
operating incentive programs."

GFE is a producer of industrial and beverage alcohol, fuel ethanol
and distillers' grains that it sells largely to a North American
customer base. The company's four manufacturing plants are based
in Ontario and Quebec and are capable of producing close to 600
million liters of fuel ethanol and industrial alcohol per year. It
sells about 75% of its total production as fuel ethanol to
Ontario- and Quebec-based oil refiners. The refiners blend the
ethanol with refined gasoline to meet the minimum government-set
renewable fuel content mandates on retail gasoline. GFE's beverage
and industrial alcohol business operates three alcohol packaging
plants based in Canada and the U.S., serving more than 6,000
customers.

"The stable outlook reflects our expectation that GFE will
maintain its business positions in both its primary segments. The
outlook also reflects our expectation that the company will use
proceeds from healthy crush spreads to help cover its fixed charge
obligations and gradually deleverage its balance sheet. We would
expect that consistent and stable operating margins would allow
GFE to maintain FFO-to-debt above 20%. We could lower the rating
if crush spreads of less than 50 Canadian cents per gallon,
ineffective hedges, and a loss of key customer contract lead to
sustained operating performance deterioration, contributing to its
debt-to-ETBIDA increasing above 5.0x. We do not expect upward
rating potential during our two-year rating horizon, given the
ethanol sector's highly volatile margins and the diminishing
returns from government operating incentives associated with GFE's
fuel ethanol plants," S&P said.


GREENFIELD ETHANOL: DBRS Assigns 'BB' Issuer Rating
---------------------------------------------------
DBRS has assigned an Issuer Rating of BB (low) to GreenField
Ethanol Inc. (GreenField or the Company) with a Stable trend.  The
rating recognizes the Company's higher-than-average risk in its
business profile due to the very challenging environment of the
ethanol industry.  Currently, the fuel ethanol business in North
America is barely profitable, and the industry is primarily
supported by government incentives.  DBRS has also provisionally
assigned a recovery rating of RR5 and an associated instrument
rating of B (high) to the Senior Secured Second Lien Guaranteed
Notes of GreenField.  The trend on the notes is Stable.

GreenField is the largest ethanol producer in Canada, with a
business profile much stronger than its industry peers.  The
Company's operations are concentrated in Ontario and Qu‚bec where
there is a large supply deficit in ethanol.  The proximity of the
Company's production facilities to its suppliers (corn farmers)
and customers (gasoline producers) strengthens its cost-
competitiveness as fuel ethanol is very transportation sensitive.
Furthermore, the Company has a substantial portion (over 90%) of
its production tied to take-or-pay contracts with three major
gasoline producers, adding to sales stability.  GreenField is also
a leading producer and marketer of bulk industrial alcohol and
packaged alcohol in Canada.  These, together with distillers'
grains, a co-product used for animal feed, account for 43% of 2010
revenue, providing product diversity to the Company.  (Fuel
ethanol accounts for 57% of 2010 revenue.)

Despite its strong market position and improving financial
performance, the Company still faces significant headwinds.  The
fuel ethanol business is uneconomic currently, with the bulk of
GreenField's profit margin coming from government incentives.
Fiscal problems with all levels of government in Canada have added
to the uncertainty as to whether these government incentives are
sustainable.  Any negative development to these incentive programs
could materially impact the financial well-being of industry
participants, including GreenField.

Nevertheless, the current rating is supported by GreenField's
ability to mitigate the major risks affecting its operations: (1)
government incentive payments account for most of the
profitability of this Company and legislation in Canada requiring
a minimum ethanol content of 5% in gasoline will be difficult to
change.  Moreover, the government incentives are in the form of
binding contracts which are not likely to be withdrawn before
their expiry in 2015/2016.  (2) The Company has a strong risk
management process.  Adopting sophisticated hedging techniques and
active monitoring enables the Company to minimize risks to its
profit margins.  While corn and ethanol have a better correlation,
there is little correlation between corn/ethanol and gasoline.
The Company has overcome this with: (a) sophisticated hedging; (b)
diversification of product, as only 57% of revenue is fuel
ethanol, with 43% of revenue spread across three other product
lines; and (c) a transportation cost advantage, as both corn and
ethanol, which are bulky products, are located close to market.
(3) The remaining life of the take-or-pay contracts is 1.5 years
to 5.5 years, but this pertains only to the 57% of revenue which
is fuel ethanol.  The other 43% of revenue is spread across three
product lines.  This, plus the legal requirement in Canada of a
minimum ethanol content of 5% in gasoline (which will be difficult
to change), should ensure a ready market for the ethanol produced
by the Company.  (4) Technology risk exists, as lower-cost biomass
such as waste wood could be used to replace high-cost corn.  The
new technology is five to ten years away from development, and the
Company is applying R&D to help discover this technology; the risk
is in the future and the Company is addressing it.  (5) The
Company's leverage is aggressive, caused by borrowings to fund the
ethanol capacity expansion by 50% over the last two years amid the
worst recession in 70 years.  The Company benefits from: (a) zero
dividends; (b) no taxes to be paid for many years; and (c) a 50%
capacity addition in 2007-08.   This gives GreenField the ability
to reduce net debt by up to $50 million per year after 2012, and
bring debt down to more acceptable levels.

However, DBRS notes that the risk associated with the bad
publicity of ethanol is hard to quantify, and about 40% of the
U.S. corn crop is used in ethanol production, which has raised the
price of corn and food across the world, indirectly contributing
to food riots in Africa, Asia and Latin America.  New technology
is being developed to substitute biomass such as waste wood for
corn in the manufacture of ethanol, but this is at least five to
ten years away.  Thus, DBRS believes that the industry would be
criticized for contributing to high food prices as world weather
fluctuates and droughts and floods occur, affecting world food
production.

Despite GreenField's strong market position and a competitive cost
position, the Issuer Rating is limited to BB (low) because there
are many risks facing the Company, especially the uncertainty
regarding the availability of government incentives beyond the
current mandate which expires in 2015/2016.  The Company will have
to prove that it can overcome these risks before the rating is
raised.

Pursuant to DBRS rating methodology for leveraged finance, DBRS
has created a default scenario for GreenField in order to analyze
when and under what circumstances a default could hypothetically
occur and the potential recovery of the Company's debt in the
event of such default.  The scenario assumes a sharp decline in
gross margin due to a drop in demand for gasoline and lower
government incentives.  DBRS assumes that the Company will receive
a waiver from its lenders for breaching the credit facility
covenants in 2012, but ongoing poor performance leads to a
restructuring of its finances in 2013.  DBRS deems that the
liquidation approach is more appropriate in assessing the recovery
value for the debtholders.  Based on the default scenario, the
Senior Secured Second Lien Guaranteed Notes have a recovery
estimated between 10% and 30%, hence the assigned recovery rating
of RR5 and the provisional instrument rating of B (high).


GRUBB & ELLIS: Enters Into Agreement with C-III and Colony
----------------------------------------------------------
Grubb & Ellis Company entered into exclusive negotiations with a
subsidiary of C-III Capital Partners LLC, an affiliate of Island
Capital Group LLC, which has partnered with an affiliate of Colony
Capital LLC regarding a strategic transaction with the company.

A C-III affiliate also has agreed to invest $10 million in Grubb &
Ellis through the expansion of the company's existing $18 million
credit facility with Colony Capital and purchase $4 million of
Colony's existing facility, which will establish both C-III and
Colony Capital as significant stakeholders in Grubb & Ellis.

"This announcement is very positive for Grubb & Ellis employees,
clients and stakeholders.  C-III Capital Partners and Colony
Capital are highly regarded multifaceted organizations with deep
expertise and involvement in the commercial real estate industry.
Partnering with these firms offers significant growth
opportunities for Grubb & Ellis," said Grubb & Ellis Chairman C.
Michael Kojaian.

"Grubb & Ellis is a long-time leader in the real estate industry
and we share management's vision of strengthening the platform and
growing the company.  C-III Capital Partners and Colony have the
capital base and industry expertise necessary to bolster Grubb &
Ellis' client offerings and position the company for long-term
success," said Andrew L. Farkas, chairman and CEO of C-III Capital
Partners.

Farkas is the founder of New York-based Island Capital Group LLC
and former chairman and CEO of Insignia Financial Group, Inc.
Island Capital Group is a leading international real estate
merchant banking firm specializing in real estate investing, real
estate operating businesses and real estate securities.  Island
Capital was founded by Farkas in 2003 immediately following
Insignia's merger with CB Richard Ellis.

Island Capital owns controlling interests in a number of
businesses which oversee or manage, in the aggregate, in excess of
$150 billion in assets, including C-III Capital Partners.  C-III
is engaged in primary and special loan servicing, loan
origination, title services, investment management and principal
investment activities.  C-III is one of the largest special
servicers in the U.S. and acquired the special servicing business
of JER Partners, a private real estate investment management
company in August 2011.

Colony Capital is a private, international investment firm
focusing primarily on debt and equity investments in real estate-
related assets and operating companies, headquartered in Los
Angeles.  In March, Colony, which has a strong track record of
identifying undervalued real estate investment opportunities,
provided Grubb & Ellis with $18 million in financing in exchange
for a 60-day negotiating period to evaluate a larger strategic
investment in Grubb & Ellis.

"We look forward to working with C-III and Colony to complete a
transaction which offers broad benefits to our professionals and
platform.  A transaction with these two highly regarded firms
would provide the scale for us to more efficiently and effectively
serve our clients and broker-dealer partners," said Thomas P.
D'Arcy, president and chief executive officer of Grubb & Ellis.
JMP Securities is serving as financial advisor to Grubb & Ellis.

                    About Grubb & Ellis Company

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is one of
the largest and most respected commercial real estate services and
investment companies in the world. Our 5,200 professionals in more
than 100 company-owned and affiliate offices draw from a unique
platform of real estate services, practice groups and investment
products to deliver comprehensive, integrated solutions to real
estate owners, tenants and investors.  The firm's transaction,
management, consulting and investment services are supported by
highly regarded proprietary market research and extensive local
expertise.  Through its investment management business, the
company is a leading sponsor of real estate investment programs.

The Company reported a net loss of $69.7 million on $575.5 million
of revenues for 2010, compared with a net loss of $80.5 million on
$527.9 million of revenues for 2009.

The Company's balance sheet at June 30, 2011, showed
$263.50 million in total assets, $264.48 million in total
liabilities, $95.87 million in preferred stock, and a
$96.85 million total deficit.


GRUBB & ELLIS: CDCF II GNE Discloses 4.9% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, CDCF II GNE Holding, LLC, and its affiliates
disclosed that they beneficially own 3,483,934 shares of common
stock of Grubb & Ellis Company representing 4.99% of the shares
outstanding.  The calculation of percentage ownership is based on
69,818,327 shares of common stock outstanding as of Aug. 10, 2011,
as disclosed in the Company's Form 10-Q filed on Aug. 15, 2011.
A full-text copy of the amended Schedule 13D is available for free
at http://is.gd/Z0IWp3

                   About Grubb & Ellis Company

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is one of
the largest and most respected commercial real estate services and
investment companies in the world. Our 5,200 professionals in more
than 100 company-owned and affiliate offices draw from a unique
platform of real estate services, practice groups and investment
products to deliver comprehensive, integrated solutions to real
estate owners, tenants and investors.  The firm's transaction,
management, consulting and investment services are supported by
highly regarded proprietary market research and extensive local
expertise.  Through its investment management business, the
company is a leading sponsor of real estate investment programs.

The Company reported a net loss of $69.7 million on $575.5 million
of revenues for 2010, compared with a net loss of $80.5 million on
$527.9 million of revenues for 2009.

The Company's balance sheet at June 30, 2011, showed
$263.50 million in total assets, $264.48 million in total
liabilities, $95.87 million in preferred stock, and a
$96.85 million total deficit.


HANMI FINANCIAL: Appointment of CFO Lonny Robinson Approved
-----------------------------------------------------------
Hanmi Financial Corporation appointed Lonny D. Robinson, age 54,
as Chief Financial Officer of Hanmi effective Oct. 19, 2011.
Hanmi received notices of non-objection from the California
Department of Financial Institutions and the Federal Reserve Board
to appoint Mr. Robinson to serve as the Chief Financial Officer of
Hanmi.  On Oct. 11, 2011, Mr. Robinson joined Hanmi as Interim
Chief Financial Officer pending final regulatory approval.

"We are extremely pleased to have Lonny join our executive team,"
said Jay S. Yoo, President and Chief Executive Officer.  "With his
extensive experience in banking, particularly in the Korean-
American banking arena, he will be a great addition to Hanmi's
executive team.  His longstanding familiarity with Southern
California and his understanding of its diverse ethnic communities
will be invaluable as Hanmi continues to position itself for
future success."

Mr. Robinson brings over 25 years of banking experience, and has
previously served as chief financial officer for a number of
community banks throughout the United States, most notably as the
Chief Financial Officer for Center Financial Corporation for three
years.  Mr. Robinson is experienced in SEC reporting for public
companies, raising capital, mergers and acquisitions, FDIC-
assisted transactions, investment portfolio management, enterprise
risk management, and regulatory affairs.  Prior to embarking on
his banking career, Mr. Robinson was a CPA with Ernst & Young
specializing in banks and small business audits.

As a graduate of Westminster College in New Wilmington,
Pennsylvania in accounting, Mr. Robinson also attended Executive
Bank Management Schools at the University of Georgia and the
University of Texas.

                       About Hanmi Financial

Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a loan production office in Washington State.

The Company reported a net loss of $88.01 million on $144.51
million of total interest and dividend income for the year ended
Dec. 31, 2010, compared with a net loss of $122.27 million on
$184.14 million during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.68
billion in total assets, $2.48 billion in total liabilities and
$203.20 million in stockholders' equity.

                           Going Concern

The Company is required by federal regulatory authorities to
maintain adequate levels of capital to support its operations.
Hanmi Bank is also required to increase its capital and maintain
certain regulatory capital ratios prior to certain dates specified
in a Final Order issued by the California Department of Financial
Institutions.  By July 31, 2010, the Bank was required to increase
its contributed equity capital by not less than an additional $100
million and maintain a ratio of tangible stockholders' equity to
total tangible assets of at least 9.0%.

In addition, the Bank was also required to maintain a ratio of
tangible stockholders' equity to total tangible assets of at least
9.5 percent at Dec. 31, 2010 and until the Final Order is
terminated.

As a result of the successful completion of the registered rights
and best efforts offering in July 2010, the capital contribution
requirement set forth in the Final Order was satisfied.  However,
the tangible capital ratio requirement set for in the Final Order
has not been satisfied at Dec. 31, 2010. Further, should the
Company's asset quality continue to erode and require significant
additional provision for credit losses, resulting in added future
net operating losses at the Bank, or should the Company otherwise
fail to be profitable, the Company's capital levels will
additionally decline requiring the raising of more capital than
the amount currently required to satisfy the Company' agreements
with its regulators.

The Company said an inability to raise additional capital when
needed or comply with the terms of the Final Order or the Written
Agreement with the Board of Governors of the Federal Reserve
System, raises substantial doubt about its ability to continue as
a going concern.

The Company's independent registered public accounting firm in
their audit report for fiscal year 2010 has expressed substantial
doubt about the Company's ability to continue as a going concern.
Continued operations may depend on the Company's ability to comply
with the regulatory orders the Company is subject to.


HANMI FINANCIAL: Reports $4.2 Million Net Income in 3rd Quarter
---------------------------------------------------------------
Hanmi Financial Corporation reported net income of $4.20 million
on $31.67 million of total interest and dividend income for the
three months ended Sept. 30, 2011, compared with a net loss of
$14.57 million on $35.67 million of total interest and dividend
income for the same period during the prior year.

The Company also reported net income of $22.64 million on $98.16
million of total interest and dividend income for the nine months
ended Sept. 30, 2011, compared with a net loss of $93.32 million
on $109.90 million of total interest and dividend income for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.68
billion in total assets, $2.48 billion in total liabilities and
$203.20 million in stockholders' equity.

"Hanmi's continuing profitability in the third quarter further
demonstrates the strength of our core franchise and sustainable
improvements in the overall condition of the Bank," said Jay S.
Yoo, President and Chief Executive Officer.  "Improvements in key
asset quality measures, liquidation of problem assets, and
contributions from SBA loans and investment sales highlight the
third quarter profitable results."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/JH08kH

                       About Hanmi Financial

Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a loan production office in Washington State.

The Company reported a net loss of $88.01 million on $144.51
million of total interest and dividend income for the year ended
Dec. 31, 2010, compared with a net loss of $122.27 million on
$184.14 million during the prior year.

                           Going Concern

The Company is required by federal regulatory authorities to
maintain adequate levels of capital to support its operations.
Hanmi Bank is also required to increase its capital and maintain
certain regulatory capital ratios prior to certain dates specified
in a Final Order issued by the California Department of Financial
Institutions.  By July 31, 2010, the Bank was required to increase
its contributed equity capital by not less than an additional $100
million and maintain a ratio of tangible stockholders' equity to
total tangible assets of at least 9.0%.

In addition, the Bank was also required to maintain a ratio of
tangible stockholders' equity to total tangible assets of at least
9.5 percent at Dec. 31, 2010 and until the Final Order is
terminated.

As a result of the successful completion of the registered rights
and best efforts offering in July 2010, the capital contribution
requirement set forth in the Final Order was satisfied.  However,
the tangible capital ratio requirement set for in the Final Order
has not been satisfied at Dec. 31, 2010. Further, should the
Company's asset quality continue to erode and require significant
additional provision for credit losses, resulting in added future
net operating losses at the Bank, or should the Company otherwise
fail to be profitable, the Company's capital levels will
additionally decline requiring the raising of more capital than
the amount currently required to satisfy the Company' agreements
with its regulators.

The Company said an inability to raise additional capital when
needed or comply with the terms of the Final Order or the Written
Agreement with the Board of Governors of the Federal Reserve
System, raises substantial doubt about its ability to continue as
a going concern.

The Company's independent registered public accounting firm in
their audit report for fiscal year 2010 has expressed substantial
doubt about the Company's ability to continue as a going concern.
Continued operations may depend on the Company's ability to comply
with the regulatory orders the Company is subject to.


HARBINGER GROUP: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to New York City-based Harbinger Group Inc. (HRG).
The outlook is stable.

"At the same time, we assigned our 'B-' issue rating to the
company's $500 million senior secured notes due 2015. Our recovery
rating is '5', indicating our expectation for modest (10%-30%)
recovery for noteholders in the event of a payment default," S&P
stated.

"The speculative-grade ratings on HRG reflect our analysis that
HRG's creditors are structurally subordinated to the liabilities
of its operating subsidiaries, Spectrum Brands Inc. (B/Stable/--)
and Fidelity & Guaranty Life Insurance Co. (BB-/Positive/--). It
also reflects our view that HRG's operating portfolio lacks
diversification, though we expected it to improve through future
acquisitions, and that management has a limited track record
with its stated investment strategy of seeking controlling equity
stakes and of maintaining ownership over a long-term horizon," S&P
stated.

"We forecast debt service coverage ratios will remain weak based
on the current portfolio composition," said Standard & Poor's
credit analyst Jerry Phelan. "Specifically, we expect debt service
coverage to remain in the mid-1x area through the fiscal year
ended September 2013."

"Dividends and investment returns are HRG's sole cash sources. We
forecast about 50% of cash sources will be dividends from the
company's insurance operations, about 15%-20% will be dividends
from Spectrum Brands, and the remaining cash sources will be from
investment returns on excess cash," S&P said.

"Dividends should become a greater source of cash and investment
returns should become a lesser source of cash as the company
completes more acquisitions," said Mr. Phelan. "As this occurs, we
believe the stability of the company's cash sources should
improve."

Harbinger Group Inc. is a publicly-listed (NYSE: HRG) holding
company focused on obtaining controlling equity positions across a
diversified set of industries, including consumer products,
insurance and financial products, telecom, agriculture, power
generation, and water and natural resources. Funds associated with
Harbinger Capital Partners LLC (Harbinger Capital) acquired a
majority interest in HRG in July 2009 and provides advisory and
consulting services to HRG.

"Our outlook is stable. This reflects our expectation for
portfolio diversification to remain weak over the next few years,
debt service coverage to remain weak and volatile for the next two
years, but for liquidity to remain adequate with a large cash
balance," S&P noted.

"We could lower our ratings if liquidity becomes less than
adequate. Liquidity could become less than adequate if the company
uses its large cash balance on acquisitions, which do not result
in consistent dividends from the acquired companies within a short
time," S&P related.

"We could raise our ratings if the company makes acquisitions of
companies that we believe have the ability to pay consistent
dividends, which would lower our expected volatility of the
company's cash flow sources. In this scenario, debt service
coverage ratios may not increase significantly; however, the
company's cash sources would become more diversified and
reliable," S&P stated.


HARRISBURG, PA: Gov. Authorizes Takeover of Strapped State Capital
------------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that Pennsylvania Gov. Tom
Corbett on Thursday signed legislation allowing the state to take
over its financially troubled capital, Harrisburg, which recently
filed a Chapter 9 bankruptcy petition at the behest of its city
council.

Pennsylvania Senate Bill 1151, passed by the state senate on
Tuesday, empowers the governor to declare a state of fiscal
emergency in the capital city and appoint a receiver to run its
finances and oversee the continuation of vital services, including
police, firefighting, water, trash collection, payroll, and
pension and debt payments, according to Law360.

                   About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

Four members of the City Council of Harrisburg on Oct. 11, 2011,
authorized the filing of a Chapter 9 bankruptcy petition (Bankr.
M.D. Pa. Case No. 11-06938) by the City of Harrisburg.  Judge Mary
D. France presides over the case.  Mark D. Schwartz, Esq. --
markschwartz6814@gmail.com -- and David A. Gradwohl, Esq., serve
as counsel.  The petition estimated $100 million to $500 million
in assets and debts.  Susan Wilson, the city's chairperson on
Budget and Finance, signed the petition.

The city council voted 4-3 on Oct. 11, 2011, to authorize the
Chapter 9 municipal bankruptcy filing. The city claims to be
insolvent, unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

The city said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

Harrisburg Mayor Linda D. Thompson and the state of Pennsylvania
have objected to the bankruptcy filing.  Mayor Thompson is
represented in the case by Kenneth W. Lee, Esq., Christopher E.
Fisher, Esq., Beverly Weiss Manne, Esq., and Michael A. Shiner,
Esq., at Tucker Arensberg, P.C.  Counsel to the Commonwealth of
Pennsylvania are Neal D. Colton, Esq., Jeffrey G. Weil, Esq., Eric
L. Scherling, Esq., at Cozen O'Connor.


HART STORES: Appoints Tiger Capital to Liquidate Inventory
----------------------------------------------------------
As it restructures its operations under protection of the
Companies' Creditors Arrangement Act (CCAA), Hart Stores Inc. was
scheduled to begin closing sales on Oct. 21 in 32 of its 92 stores
in Eastern Canada.  Every item in the locations being liquidated
would be marked down for immediate sale.

Following Court approval on October 19, liquidation sales directed
by Tiger Capital Group, LLC would get under way at the selected
Hart, Bargain Giant and Geant des Aubaines stores, including 12
locations in Quebec, 11 in Newfoundland and Labrador, 5 in
Ontario, 2 in New Brunswick and 2 in Nova Scotia.

"For over 50 years, Hart has offered under-served consumers in
remote markets a fantastic selection of quality merchandise at
great prices, differentiating itself from big-box competitors with
a mid-sized store format that offers convenience and one-stop
shopping," said Daniel M. Kane, managing member of Tiger Capital
Group.  "Now, as the company moves to restructure its operations
by closing under-performing locations, Hart's loyal consumers will
have an unprecedented opportunity to get an even greater value in
these stores.  With the holiday season approaching, we expect the
merchandise to sell quickly, so we urge consumers to come in as
soon as possible to take advantage of the best selection."

All stores would maintain their regular operating hours and would
continue to accept cash and credit cards.

The locations impacted by the Oct. 21 announcement included Hart
Stores in: New Liskeard, Port Colborne, Sault St. Marie, Simcoe,
and Whitby, ON; Chateauguay, Cowansville, Delson, La Pocatiere,
Nicolet, Sherbrooke, Ste.-Marthe-sur-le-Lac, Trois-Rivieres,
Valleyfield, Victoriaville and Ville de Quebec,  QC; Grand Falls,
St. John?s and Miramichi, NB; Clarenville, Corner Brook, Labrador
City, and Marystown,  NL; and Port Hawkesbury and Windsor, NS.
Bargain Giant stores being closed were located in Bay Roberts,
Carbonear, Grand Falls, Lewisporte, Port-aux-Basques, and
Stephenville, NL.  Also being closed was the Geant des Aubaines in
Sept-Iles, QC.

Further information about the Hart Stores Inc. restructuring can
be found on the Monitor's Web site: http://www.rsmrichter.com

                           About Tiger

Tiger Capital Group, LLC -- http://www.TigerGroupLLC.com-- and
its affiliates provide advisory, restructuring, valuation,
disposition and auction services within a broad range of retail,
wholesale, and industrial sectors.  With over 40 years of
experience and substantial financial backing, Tiger offers a
uniquely nimble combination of expertise, innovation and financial
resources to drive results.  Tiger's seasoned professionals help
clients identify the underlying value of assets, monitor asset
risk factors and, when needed, convert assets to capital in a
variety of ways quickly and decisively.  Tiger's collaborative and
no-nonsense approach is the foundation for its many long-term
'partner' relationships and decades of uninterrupted success.
Tiger maintains offices in Boston, Los Angeles, New York and
Atlanta.

                       About Hart Stores

Founded in Rosemere, Quebec, Hart Stores Inc. operates a network
of 92 mid-sized department stores under the Hart, Bargain Giant
and Geant des Aubaines banners.  The stores are located in
secondary and tertiary markets throughout Eastern Canada where the
Company has established a dominant position in many of the
communities that it serves.  The stores offer an extensive and
differentiated selection of national and exclusive fashion apparel
brands as well as family footwear, home furnishings, giftware,
toys and seasonal goods.


HAWKER BEECHCRAFT: Bank Debt Trades at 28% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 71.79 cents-on-
the-dollar during the week ended Friday, Oct. 21, 2011, an
increase of 2.81 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014, and carries Moody's Caa2 rating and Standard &
Poor's CCC+ rating.  The loan is one of the biggest gainers and
losers among 97 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                     About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kan., is a manufacturer of business jets, turboprops and
piston aircraft for corporations, governments and individuals
worldwide.  The Company's balance sheet at June 30, 2011, showed
$3.01 billion in total assets, $3.33 billion in total liabilities,
and a $317.30 million deficit.

Hawker Beechcraft reported a net loss of $304.3 million on $2.80
billion of total sales for 12 months ended Dec. 31, 2010.  Net
loss in 2009 and 2008 was $451.3 million and $157.2 million,
respectively.  The Company reported a net loss of $126 million on
$1.14 billion of total sales for the six months ended June 30,
2011, compared with a net loss of $120 million on $1.20 billion of
total sales for the six months ended June 27, 2010.

To reduce the cost of operations, in October 2010, the Company
announced it would implement a cost reduction and productivity
program.  The first part of the program consisted of the immediate
termination of approximately 8% of salaried employees while the
second part involves reducing the Company's factory and shop work
forces by approximately 800 employees by end of August 2011.

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service.


HIRSCH ELECTRIC: Bankr. Court Rules in Legal Malpractice Suit
-------------------------------------------------------------
Allan B. Mendelsohn, as Chapter 7 Trustee of the estate of Hirsch
Electric Co., Inc., seeks damages for alleged legal malpractice by
M. Carl Levine, Morgulas & Forman, P.C., Jerrold L. Morgulas, and
McLaughlin & Stern, LLP.  Although the Defendants have raised
multiple defenses in the action, at a hearing on the motions held
on Dec. 13, 2010, all parties agreed that the Court may be able to
resolve this matter by deciding a narrow issue of law which is
ripe for summary judgment.  The parties have determined to limit
the issue for the Court's decision to whether privity existed
between the Debtor, a subcontractor, and Long Island Jewish
Medical Center, the owner of the construction project, sufficient
to support the cause of action underlying the legal malpractice
claim.  The Plaintiff has rested his claim of privity upon the
theory that the Debtor's contract party, i.e., the general
contractor or construction manager on the project, Morse Diesel
Inc. was the agent of LIJ and that the agency creates privity of
contract between the Debtor and LIJ.  The parties have stipulated
that if the Court finds no agency existed between Morse and LIJ,
then the Debtor's claim against LIJ fails and as a result the
Plaintiff does not have a valid claim against the Defendants for
legal malpractice.  The parties have also stipulated that this is
purely a question of law and that no genuine dispute as to any
material fact exists.

In 1981, the Debtor entered into several subcontracts with Morse
to perform electrical work at the LIJ hospital.  A dispute arose
in or around February 1990, and in March 1991 the Debtor commenced
an action in state supreme court against Morse and LIJ seeking to
recover damages for breach of contract and for balances due for
work performed. LIJ and Morse each answered the complaint around
September 1991.  The record reflects that the Debtor did not take
any further action to prosecute the litigation prior to the
Debtor's chapter 11 bankruptcy filing on March 23, 1994.  The
Debtor's case was converted to chapter 7 on May 17, 1994 and the
chapter 7 trustee was appointed shortly thereafter.

On Nov. 19, 1995, the Chapter 7 Trustee retained the Defendant, M.
Carl Levine, Morgulas & Foreman, P.C. as special counsel to
prosecute certain lawsuits for breach of contract and for balances
due to the Debtor, including the LIJ Matter.  In 1999, MCLM&F
advised the Plaintiff's general bankruptcy counsel, Jeffrey
Herzberg, Esq., that there were serious problems with the Debtor's
claim against LIJ, primarily that the Debtor held no claim against
LIJ due to lack of privity.

Sometime in 2000, the Chapter 7 Trustee was substituted in as
Plaintiff in the LIJ Matter.  A status conference on the case was
scheduled for Feb. 1, 2001. MCLM&F failed to appear and the matter
was dismissed.  The Defendants claim they did not appear because
they were unaware of the status conference.  Consequently, they
were unaware that the matter had been dismissed.

In March 2006, the MCLM&F closed its practice and Defendant,
Jerrold L. Morgulas became a member of the law firm McLaughlin &
Stern LLP.  MCLM&F remained of record as special counsel to the
Chapter 7 Trustee until December 2008.  On Dec. 19, 2008, the
MCLM&F was discharged as special counsel to the Chapter 7 Trustee
and disgorged most of the legal fees it was paid as a consequence
of their not acting diligently in the prosecution of the claims.

Sometime during the spring of 2009, the Plaintiff retained the
McDonough Law Firm, L.L.P., to replace MCLM&F as special counsel.
It was at this time that the parties first discovered that the
case had been dismissed in February 2001.  On May 11, 2009, the
McDonough Firm moved on the Chapter 7 Trustee's behalf to restore
the LIJ Matter to the state court calendar.  The state court
denied that motion on July 20, 2009.

In the malpractice action, the Plaintiff claims that the
Defendants, MCLM&F and Morgulas individually were negligent in
representing the Debtor by (i) failing to appear at the Feb. 1,
2001 status conference; (ii) failing to become aware of the
dismissal of the LIJ Matter for 8 years; (iii) failing to advise
the Plaintiff that the LIJ Matter had been dismissed; (iv) failing
to move to restore the LIJ Matter; and (v) failing to protect the
interests of the Plaintiff in not acting diligently in the
prosecution of the LIJ Matter.

The Plaintiff claims that the Defendants' legal malpractice
proximately caused the Plaintiff to sustain damages in the amount
of $2,982,221.00 plus interest from Feb. 20, 1990.  The damages
claimed by the Plaintiff are directly related to the damages
asserted in the dismissed LIJ Matter.

In the LIJ Matter, the parties have agreed that the claims against
Morse were worthless because Morse has ceased operations and any
judgment would be uncollectible by the Debtor.  The Plaintiff
argues, however, that the Debtor's claims against LIJ were valid
and valuable.

The Defendants argue that the Debtor had no viable cause of action
against LIJ because there was no actionable legal relationship
between the Debtor and LIJ, i.e., no privity.  The Plaintiff
argues that the claims against LIJ were valid, but for the
Defendants' malpractice, because Morse (with whom the Debtor
clearly had a contractual relationship) was an agent of LIJ with
the ability to create liability for LIJ under the subcontract.
Thus, the theory is that the Debtor had valid claims against LIJ
as the principal for whom the agent, Morse, was acting.

In an Oct. 20, 2011 Memorandum Decision, Bankruptcy Judge Robert
E. Grossman held that there was no general agency relationship
between Morse and LIJ, and as such no privity between the Debtor
and LIJ which would have permitted a direct claim by the Debtor
against LIJ.  The Plaintiff has conceded that a finding by the
Court that no agency relationship exists would defeat the legal
malpractice claims in this case.  Summary judgment is entered in
favor of the Defendants, Judge Grossman said.

The case is Allan B. Mendelsohn, as Chapter 7 Trustee of the
estate of Hirsch Electric Co., Inc., v. M. Carl Levine, Morgulas &
Foreman, P.C., Jerrold L. Morgulas and McLaughlin & Stern, LLP,
Case Nos. 894-81580-reg, 809-8452-reg (Bankr. E.D.N.Y.).  A copy
of the Court's decision is available at http://is.gd/0vBlKvfrom
Leagle.com.


HORIZON LINES: Common Stock Now Trading on OTCQB Marketplace
------------------------------------------------------------
Horizon Lines, Inc., announced that its common stock began trading
on the OTCQB Marketplace, effective Oct. 20, 2011.

OTC Markets Group Inc. operates the world's largest electronic
marketplace for broker-dealers to trade unlisted stocks, including
the OTCQB Marketplace.  Investors will be able to view the Real
Time Level II stock quote, which provides detailed quote
information by market maker, for Horizon Lines at
http://www.otcmarkets.comunder the ticker symbol HRZL.

The transition to the OTCQB Marketplace comes after the New York
Stock Exchange announced that trading of the common stock of
Horizon Lines will be suspended prior to the market opening on
Oct. 20, 2011.  The stock is being suspended because it did not
maintain an average market capitalization of at least $15 million
over a consecutive 30-trading-day period, as required by NYSE
continued listing standards.

Horizon Lines is appealing the NYSE's determination.  The company
has been advised by the NYSE that additional action to pursue
delisting of the stock will not be undertaken until the appeal is
completed.  In the meantime, the company's stock will trade on the
OTCQB Marketplace under the new HRZL stock symbol.

The transition to the OTCQB Marketplace does not change the
Company's obligation to file periodic and other reports with the
Securities and Exchange Commission under applicable federal
securities laws.  In addition, the transition of the Company's
stock to the OTCQB Marketplace will have no effect on the shares
themselves.  Horizon Lines' shareholders remain owners of the
common stock and will be able to trade the stock on the OTCQB
Marketplace as of Oct. 20, 2011.

"Our stock's change in trading venue does not have any impact on
our ability to provide excellent service to our customers," said
Stephen H. Fraser, president and chief executive officer.  "We
continue to move forward with a new financial structure resulting
from our recent successful refinancing that provides adequate
liquidity to fund continuing operations and affords us the
opportunity to grow our business and reduce debt over time."

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

The Company's balance sheet at June 26, 2011, showed
$794.96 million in total assets, $793.45 million in total
liabilities, and a stockholders' deficit of $1.51 million.

The Company expects to experience a covenant breach under the
Senior Credit Facility in connection with the amended financial
covenants upon the close of the third fiscal quarter of 2011.

As reported in the TCR on March 30, 2011, Ernst & Young LLP, in
Charlotte, North Carolina, expressed substantial doubt Horizon
Lines' ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 26, 2010.  The
independent auditors noted that there is uncertainty that Horizon
Lines will remain in compliance with certain debt covenants
throughout 2011 and will be able to cure the acceleration clause
contained in the convertible notes.

                          *     *     *

As reported by the TCR on Aug. 26, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Horizon
Lines Inc. to 'SD' from 'CCC'.

The rating action on Horizon Lines follow the company's decision
to defer the interest payment on its $330 million senior
convertible notes due August 2012, exercising the 30-day grace
period.  "Under our criteria, we view failure to make an interest
payment within five business days after the due date for
payment a default, regardless of the length of the grace period
contained in an indenture," said Standard & Poor's credit analyst
Funmi Afonja.


IMPLANT SCIENCES: Maturity of DMRJ Credit Pact Extended to 2012
---------------------------------------------------------------
Implant Sciences Corporation amended its credit agreements with
its senior secured investor, DMRJ Group LLC.

On Sept 30, 2011, the Company announced that DMRJ agreed to extend
the maturity of Implant Sciences indebtedness from Sept. 30, 2011,
to March 31, 2012, and increase the amount the Company may borrow
under the revolving promissory note from $15 million to $23
million.  This was subject to the requirement that the Company
would repay sufficient amounts of its outstanding indebtedness and
other amounts owing to DMRJ such that, as of Dec. 31, 2011, the
Company's outstanding obligations owed to DMRJ would not exceed
$15 million.

The amendment removes the requirement that the Company reduce its
outstanding indebtedness owed to DMRJ to $15 million or less by
Dec. 31, 2011.

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

The Company reported a net loss of $15.55 million on $6.65 million
of total revenues for the year ended June 30, 2011, compared with
a net loss of $15.52 million on $3.47 million of total revenues
during the prior year.

The Company's balance sheet at June 30, 2011, showed $6.16 million
in total assets, $27.05 million in total liabilities and a $20.89
million total stockholders' deficit.

Marcum LLP, in Boston, Massachusetts, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has had recurring net
losses and continues to experience negative cash flows from
operations.   As of Sept. 30, 2011, the Company's principal
obligation to its primary lender was approximately $23,115,000
with accrued interest of approximately $1,705,000.

                         Bankruptcy Warning

Despite the Company's current sales, expense and cash flow
projections and the cash available from the Company's line of
credit with DMRJ Group LLC, the Company will require additional
capital in the third quarter of fiscal 2012 to fund operations and
continue the development, commercialization and marketing of the
Company's products.  The Company's failure to achieve its
projections or obtain sufficient additional capital on acceptable
terms would have a material adverse effect on its liquidity and
operations and could require the Company to file for protection
under bankruptcy laws.


IMPLANT SCIENCES: Incurs $4.8-Mil. Net Loss in June 30 Quarter
--------------------------------------------------------------
Implant Sciences Corporation reported a net loss of $4.87 million
on $1.76 million of total revenues for the three months ended
June 30, 2011, compared with net income of $1.42 million on
$323,000 of total revenues for the same period a year ago.

The Company also reported a net loss of $15.55 million on $6.65
million of total revenues for the year ended June 30, 2011,
compared with a net loss of $15.52 million on $3.47 million of
total revenues for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $6.16 million
in total assets, $27.05 million in total liabilities and a $20.89
million total stockholders' deficit.

The Company reported a net loss of $15.55 million on $6.65 million
of total revenues for the year ended June 30, 2011, compared with
a net loss of $15.52 million on $3.47 million of total revenues
during the prior year.

Marcum LLP, in Boston, Massachusetts, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has had recurring net
losses and continues to experience negative cash flows from
operations.   As of Sept. 30, 2011, the Company's principal
obligation to its primary lender was approximately $23,115,000
with accrued interest of approximately $1,705,000.

Glenn D. Bolduc, President and CEO of Implant Sciences, commented,
"Our fourth quarter was a period of significant change where
several important objectives were met.  In May 2011, we introduced
the Quantum Sniffer TM QS-B220 benchtop explosives and narcotics
trace detector, which recently received a Developmental Testing &
Evaluation (DT&E) Designation from the Department of Homeland
Security.  The QS-B220 has been deployed in actual operational
environments in airport security and air cargo screening
facilities, under testing agreements with key end-user sites in
the United States, Asia and South America.  We are encouraged by
the initial feedback that we've been able to obtain from these
tests, as evidenced by the receipt of our first order for the QS-
B220.  And toward the end of the first quarter of fiscal 2012, we
negotiated amendments to our credit facility with DMRJ Group to
extend the maturity of our indebtedness from September 30, 2011 to
March 31, 2012 and increase our credit line to $23,000,000 from
$15,000,000."

                         Bankruptcy Warning

Despite the Company's current sales, expense and cash flow
projections and the cash available from the Company's line of
credit with DMRJ Group LLC, the Company will require additional
capital in the third quarter of fiscal 2012 to fund operations and
continue the development, commercialization and marketing of the
Company's products.  The Company's failure to achieve its
projections or obtain sufficient additional capital on acceptable
terms would have a material adverse effect on its liquidity and
operations and could require the Company to file for protection
under bankruptcy laws.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/U46Z25

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.


IMUA BLUEHENS: Seeks to Employ A. Yukitomo as Ordinary Course Pro
-----------------------------------------------------------------
Imua Bluehens LLC asks the Court for authority to employ Alan R.
Yukitomo as an ordinary course professional to perform services
related to the preparation of federal and state tax returns,
assist in the financial reporting requirements of a Debtor-in-
Possession, and basic accounting work.

Mr. Yukitomo was employed as the Debtor's accountant for preparing
and filing federal and state tax returns before the commencement
of the Chapter 11 case.

Mr. Yukitomo's fees for the engagement are:

   Compilation of financial statements                 $1,500
      as of June 16, 2011

   Compilation of interim financial statements          1,500
      from June 17, 2011 through August 31, 2011

   Interim compilation reports                      500 per month
      September ? December 2011

Mr. Yukitomo, as an ordinary course professional, does not have to
comply with the "disinterested" requirements of Section 327 of the
Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy
Procedure and will be paid in the ordinary course of the Debtor's
business upon the submission of an invoice and in compliance with
existing cash collateral order between the Debtor and the secured
creditor, as a budgeted item.

                       About Imua Bluehens

Honolulu, Hawaii-based Imua Bluehens, LLC, owns the Laniakea
Plaza, a commercial retail operation.  Imua Bluehens filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on
June 17, 2011.  Judge Robert J. Faris presides over the case.  The
petition was signed by James K. Kai, manager.  Jerrold K. Guben,
Esq., and Jeffery S. Flores, Esq., at O'Connor Playdon & Guben
LLP, in Honolulu, Hawaii, represent the Debtor as counsel.  In its
amended schedules, the Debtor disclosed $12,169,600 in assets and
$16,864,405 in liabilities.  No official committee of unsecured
creditors or other statutory committee has been formed.


INFOTELECOM, LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Infotelecom, LLC
        1228 Euclid Avenue, Suite 390
        Cleveland, OH 44023

Bankruptcy Case No.: 11-18945

Chapter 11 Petition Date: October 18, 2011

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Jessica E. Price Smith

Debtor's Counsel: Dov Frankel, Esq.
                  TAFT STETTINIUS & HOLLISTER LLP
                  200 Public Square, Suite 3500
                  Cleveland, OH 44114
                  Tel: (216) 241-2838
                  Fax: (216) 241-3707
                  E-mail: dfrankel@taftlaw.com

                         - and ?

                  William T. Miller, Esq.
                  TAFT STETTINIUS & HOLLISTER LLP
                  425 Walnut Street, #1800
                  Cincinnati, OH 45202
                  Tel: (513)381-2838
                  E-mail: miller@taftlaw.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ohnb11-18945.pdf

The petition was signed by Eugene Blumin, chief operating officer.


INPHASE TECHNOLOGIES: Case Summary & Creditors List
---------------------------------------------------
Debtor: InPhase Technologies, Inc.
        2000 Pike Road
        Longmont, CO 80501-6764

Bankruptcy Case No.: 11-34489

Chapter 11 Petition Date: October 18, 2011

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

Judge: Michael E. Romero

Debtor's Counsel: Joel Laufer, Esq.
                  5290 DTC Parkway, Suite 150
                  Englewood, CO 80111
                  Tel: (303) 830-3172
                  E-mail: jl@jlrplaw.com

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

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

The petition was signed by Barton W. Stuck, chairman of the board.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Morrison & Foerster LLP            --                     $422,988
370 17th Street NW, #5200
Denver, CO 80202-5675

Vedder Price PC                    --                     $357,352
875 15th Street NW, #725
Washington, DC 20005-2243

Nelson Diaz                        --                     $300,000
1931 Emerald
Longmont, CO 80504-7777

Jagtiani & Guttag                  --                     $269,539
875 15th Street NW, #725
Washington, DC 20005-2243

Cypress Semiconductor              --                     $237,121

Mentor Graphics                    --                      $89,505

CPA Global                         --                      $81,409

Colorado Micro Precision LLC       --                      $63,108

Silicon Mountain Properties        --                      $40,000

Asamura                            --                      $39,434

Kendall Koenig                     --                      $37,964

Liebmann Optical Co. Inc.          --                      $30,000

Bayer Corporation                  --                      $28,099

Insight Direct USA Inc.            --                      $15,839

Carl Zeiss                         --                      $13,352

De Lage Landen                     --                      $13,352

Nane & Micro Technology Consultants--                      $13,200

P3 Consulting LLC                  --                      $12,000

Coyote Cutters                     --                      $11,859

Research Electro Optics            --                      $10,717


INTERNATIONAL ENERGY: Plan Outline Hearing Scheduled for Nov. 16
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida will
convene a hearing on Nov. 16, 2011, at 1:30 p.m., to consider
adequacy of the Disclosure Statement explaining International
Energy Holdings Corp.'s Plan of Reorganization dated Sept. 23,
2011.  Objections, if any, are due Nov. 6.

As reported in the Troubled Company Reporter on Oct. 20, 2011, the
primary purpose of the Plan is to effectuate the restructuring
of the Debtor's capital structure to strengthen the balance sheet
by reducing its overall indebtedness.

The Plan represents a proposed compromise and settlement of
various significant claims against the Debtor:

  * Administrative Claims and Priority Tax Claims will receive
    payment in full in Cash.

  * Class 1 Secured Tax Claims, Class 2 HCI Construction Secured
    Claim, Class 3 The Next Phase LLC Secured Claim and Class 4
    All other Secured Claims are impaired claims.  All Allowed
    Claims under these Classes will be paid 30% over 6 years with
    simple interst of 5.25% starting from Jan. 31, 2013.

  * Class 5 Green Capital LLC Unsecured Claim and Class 6 General
    Unsecured Claims are also impaired claims.  All Allowed
    Claims in these Classes will be paid 15% of the Allowed Claim
    over 6 years starting from Jan. 31, 2013.

  * Class 7 Equity Interests are unimpaired and will be
    reinstated.

The estimated amount of the Classified Claims are:

    Class 1 Secured Tax Claims                     $120,615
    Class 2 HCI Construction Secured Claim       $5,248,821
    Class 3 The Next Phase LLC Secured Claim     $1,500,000
    Class 4 All Other Secured Claim                $206,578
    Class 5 Green Capital LLC Unsecured Claim    $1,500,000
    Class 6 General Unsecured Claim                $690,990
    Class 7 Equity Interests                            N/A

The Debtor intends to implement its Plan in two ways: (a) raising
approximately $12,500,000 in credit, and (b) from the cash flow
that will be generated from finishing the plant and its future
business operations.

The Debtor strongly believes the Plan provides creditors and
holders of equity interests with a significantly larger
distribution of estate proceeds than would be generated in Chapter
7 liquidation.

In addition, the Reorganized Debtor will provide all stakeholders
and the community these benefits: (1) creation of 20 permanent
jobs, (2) reduction of environmental hazards, (3)
renewable/sustainable energy for foreseeable future, and (4) help
the nation move toward energy independence.

A full-text copy of the Sept. 23 Disclosure Statement is available
for free at:

         http://bankrupt.com/misc/INTLENERGY_DSSept23.PDF

                    About International Energy

Tampa, Florida-based International Energy Holdings Corp. -- fka
International CRO Holdings Corp.; The Cornerstone Brad, LLC; and
Bison Renewable Energy, LLC -- filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-05547) on March 28, 2011.
Richard J. McIntyre, Esq., at McIntyre, Panzarella, Thanasides &
Eleff, serves as the Debtor's bankruptcy counsel.  The Debtor
disclosed $13,154,805 in assets and $15,862,937 in liabilities as
of the Chapter 11 filing.


IRVINE SENSORS: Inks Definitive Pact to Sell Thermal Imaging Bus.
-----------------------------------------------------------------
Irvine Sensors Corporation entered into a definitive agreement to
sell its thermal imaging business unit to Vectronix, Inc., a
subsidiary of Vectronix A.G., owned by Sagem, for an upfront
amount in cash, plus deferred payments on the sale by Vectronix of
thermal imaging products.  Previously, the Company's thermal
imaging division provided products to Optics 1, Inc., also a
subsidiary of Vectronix A.G., under the terms of a Teaming
Agreement between the Company and Optics 1, Inc.

The Transaction has been approved by the Company's Board of
Directors and is subject to customary terms and conditions, and
conditions to closing including approval by the Committee on
Foreign Investment in the United States and by the Company's
stockholders.  A special stockholder meeting to approve the
Transaction is planned to be held in December 2011.  The
Transaction is expected to close in early January 2012.

Seth W. Hamot, Chairman of the Company's Board, said "As we have
spent time at ISC through 2011, the Board has concluded that it
would be advantageous to focus the firm's future efforts on our
core stacking technology and the immediate opportunities available
in Cyber security.  We intend to build our 2012 business plan
around these specific technologies, creating a set of solutions
that our clients need now and in the future.  Our Thermal Imaging
business did not support this direction, and we feel this sale
represents a great opportunity for both ISC and Sagem to move
forward separately."

A full-text copy of the Asset Purchase Agreement is available for
free at http://is.gd/1cdJIV

                        About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

The Company's balance sheet at Jan. 2, 2011, showed $15.09 million
in total assets, $30.92 million in total liabilities and
$15.82 million in total stockholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Irvine,
Calif., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
as of Oct. 3, 2010, the Company has negative working capital of
$10.1 million and a stockholders deficit of $10.1 million.

The Company reported a net loss of $11.16 million on
$11.72 million of revenues for the fiscal year ended Oct. 3,
2010, compared with a net loss of $914,700 on $11.54 million of
revenues for the fiscal year ended Sept. 27, 2009.


J. CREW: Bank Debt Trades at 10% Off in Secondary Market
--------------------------------------------------------
Participations in a syndicated loan under which J. Crew is a
borrower traded in the secondary market at 89.90 cents-on-the-
dollar during the week ended Friday, Oct. 21, 2011, an increase of
1.09 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 10, 2018, and
carries Moody's B1 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 97 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                          About J. Crew

J. Crew -- http://www.jcrew.com/-- is a nationally recognized
apparel and accessories retailer that differentiates itself
through high standards of quality, style, design and fabrics with
consistent fits and authentic details.  J. Crew is an integrated
multi-channel, multi-brand specialty retailer that operates stores
and websites to consistently communicate with its customers.  The
Company designs, markets and sells its products, including those
under the J. Crew, crewcuts and Madewell brands, offering complete
assortments of women's, men's and children's apparel and
accessories.  Its customer base consists primarily of affluent,
college educated, professional and fashion-conscious women and
men.  In 2011, J. Crew expanded its international e-commerce to
include shipping to the United Kingdom, while continuing to ship
anywhere in the U.S., Canada and Japan.

For the year ended Jan. 29, 2011, J. Crew reported net income of
$121.5 million on total revenues of $1.72 billion compared with
net income of $123.4 million on total revenues of $1.58 billion in
2010.

As of Jan. 29, 2011, the Company's balance sheet showed $860.2
million in total assets, $349.0 million in total liabilities and
$511.1 million in total stockholders' equity.


J.C. EVANS: Committee Seeks to Retain Gardere Wynne as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
cases of JCE Delaware, Inc. and its debtor-affiliates asks the
court for authority to retain Gardere Wynne Sewell LLP as counsel
effective as of Aug. 25, 2011.

Gardere Wynne will advise the Committee on its rights,
obligations, and powers in these cases and as required by Section
1103 of the Bankruptcy Code.

Gardere Wynne's primary team on this particular engagement will
be:

     John Melko                       $520/hour
     Richard Roberson                 $520/hour
     Amy Dinn                         $420/hour
     Clinton Snow                     $300/hour

John P. Melko, Esq., a member of Gardere Wynne, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                   About J.C. Evans Construction

With roots stretching back over 55 years, J.C. Evans is a heavy
equipment construction company based in Leander, Texas.  Through
J.C. Evans Construction Co., L.P., a Texas limited partnership
d/b/a/ American Aggregates, the Company owns and operates a
construction company specializing in heavy site preparation on
commercial, pipeline, utility and highway projects, including
excavating, trenching, site preparation and construction.
Through Adkins Land Development, L.P., a Texas limited
partnership, the Company owns a 700-acre quarry, which produces
aggregate for use in road construction.

J.C. Evans Construction Holdings is the holding company that owns
directly or indirectly each of the other entities.  In turn,
Holdings is owned by a trust for the benefit of the current and
former employees of J.C. Evans through an Employee Stock Ownership
Plan.

Six affiliated companies filed for Chapter 11 (Bankr. W.D. Tex.
Case Nos. 11-11926 to 11-11931) on Aug. 1, 2011.  These are JCE
Delaware Inc., J.C. Evans Construction Holdings, J.C. Evans
Nevada, LLC, EQUUS Development Inc., J.C. Evans Construction and
Adkins Land Development.  The cases are jointly administered
before Judge Craig A. Gargotta.  George H. Tarpley, Esq., and
Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, serve
as bankruptcy counsel.  Tittle Advisory Group, Inc., will provide
financial advisory services.  Butler Burgher Group LLC will
provide real estate appraisal services with regard to the
valuation of the Debtors' headquarters and warehouse properties,
consisting of 28 acres near Leander, Texas.  In its petition, JC
Evans disclosed $51,543,030 in assets and $74,203,554 in
liabilities as of the Chapter 11 filing.

A creditors' committee has been appointed by the U.S. Trustee.
Neither a trustee nor an examiner has been requested or appointed
in the cases.


JER/JAMESON MEZZ: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: JER/Jameson Mezz Borrower II LLC
        4770 S. Atlanta Road, Suite 200
        Smyrna, GA 30080

Bankruptcy Case No.: 11-13338

Chapter 11 Petition Date: October 18, 2011

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

Debtor's Counsel: Laura Davis Jones, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  E-mail: ljones@pszjlaw.com

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

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

The Company's list of its largest unsecured creditors does not
contain any entry.

The petition was signed by James L. Gregory, vice president.


KINGSBURY CORP: U.S. Trustee Appoints 5-Member Creditors' Panel
---------------------------------------------------------------
William K. Harrington, the United States Trustee for Region 1,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Kingsbury Corporation.

The Creditors Committee members are:

         1. PCW Fund, Inc.
            ATTN: Mr. John S. Cookson, Treasurer
            85 Waters Edge
            Martson Mills, MA 02648
            Asserted unsecured claim: $7,025,662

            c/o William S. McMahon, Esq.
            Choate Hall & Stewart
            2 International Place
            Boston, MA 02110
            E-mail: wmcmahon@choate.com

         2. Public Service of New Hampshire
            c/o Honor S. Health, Esq.
            Northeast Utilities
            107 Selden Street
            Berlin, CT 06032
            Tel: (860) 665-4865
            Fax: (860) 665-5504
            Asserted unsecured claim: $356,251

         3. UAW Local 2232 and UAW International Union
            c/o UAW Region 9A
            960 Turnpike Street, Suite 2D
            Canton, MA 02021
            Don Boehner
            Asserted unsecured claim: $300,000

         4. Automation & Modular Components, Inc.
            ATTN: Richard Shore, Jr.
                  Chief Financial Officer
            10301 Enterprise Drive
            Davisburg, MI 48350
            Asserted unsecured claim: $172,438

         5. James L. Koontz
            764 West Hill Road
            Keene, NH 03431
            Asserted unsecured claim: $603,613

Kingsbury Corp. -- http://www.kingsburycorp.com/-- makes and
assembles machine systems.  Kingsbury Corporation and affiliate
Ventura Industries LLC filed Chapter 11 petition (Bankr. D. N.H.
Case Nos. 11-13671 and 11-13687) on Sept. 30, 2011.  Jennifer
Rood, Esq., and Robert J. Keach, Esq., at Berstein, Shur, Sawyer &
Nelson, serve as counsel to the Debtors.   Kingsbury estimated
assets and debts of up to $50 million in its Chapter 11 petition.


KINGSWAY FINANCIAL: A.M. Best Withdraws 'c' Sr. Unsec. Ratings
--------------------------------------------------------------
A.M. Best Co. has withdrawn the ratings of Kingsway Financial
Services Inc. (Canada), Kingsway America Inc., Mendota Group and
its members, Mendota Insurance Company and its wholly owned
subsidiary, Mendakota Insurance Company (all domiciled in St.
Paul, MN), as well as Kingsway Reinsurance Corporation (Barbados)
and Universal Casualty Company.  These withdrawals follow Kingsway
Financial Services Inc.'s request to no longer participate in A.M.
Best's interactive rating process.  All companies are domiciled in
Elk Grove Village, IL, unless otherwise specified.  (See below for
a detailed listing of the companies and ratings.)

The issuer credit ratings of "c" have been withdrawn for Kingsway
Financial Services Inc. and Kingsway America Inc.

The financial strength ratings of C+ (Marginal) and issuer credit
ratings of "b-" have been withdrawn for Mendota Group, Mendota
Insurance Company, Mendakota Insurance Company and Kingsway
Reinsurance Corporation.

The financial strength rating of D (Poor) and the issuer credit
rating of "c" have been withdrawn for Universal Casualty Company.

The following debt ratings have been withdrawn:

Kingsway Financial Services Inc.?
-- "c" on CAD 100 million 6% senior unsecured debentures, due 2012
(currently CAD 1.7 million outstanding)

Kingsway America Inc.?
-- "c" on USD 125 million 7.5% senior unsecured notes, due 2014
(currently USD 27 million outstanding)
-- "c" on USD 74.1 million 7.12% senior unsecured notes, due 2015
(currently USD 19.7 million of the related KLROC debt is in the
possession of non-KFSI owners)


LE-NATURE'S: Former CEO Gets 20 Years for $668 Million Fraud
------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that a federal judge in
Pennsylvania on Thursday sentenced the former CEO of Le-Nature's
Inc. to 20 years in prison for his role in a $668 million
accounting fraud.

Law360 relates that Gregory Podlucky, who pled guilty in June to
money laundering and tax and securities fraud, must also serve
five years of supervised release.  U.S. District Judge Alan N.
Bloch rejected Mr. Podlucky's plea for leniency, siding with
prosecutors who sought the two-decade term.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the Company (Bankr. W.D. Pa. Case No.
06-25454) on Nov. 1, 2006.  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a Chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq., at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.

In July 2008, the Chapter 11 plan of liquidation for Le-Nature's
took effect.


LEVEL 3: Registers Common and Preferred Shares on NYSE
------------------------------------------------------
Level 3 Communications, Inc., filed with the U.S. Securities and
Exchange Commission a Form 8-A notifying of the registration of
its common stock and preferred stock purchase rights with the New
York Stock Exchange.  The Company is authorized to issue
293,333,333 shares of Common Stock.

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

                        http://is.gd/pKagTn

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at June 30, 2011, showed $8.86 billion
in total assets, $9.29 billion in total liabilities, and a
$432 million total stockholders' deficit.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LEVEL 3: Completes Transfer of Common Stock Listing to NYSE
-----------------------------------------------------------
Level 3 Communications, Inc., filed with the U.S. Securities and
Exchange Commission a Form 25 notifying the voluntary removal from
listing of its common stock and preferred stock purchase rights on
the NASDAQ Stock Market LLC.  This voluntary delisting is a result
of the Company's pending move to the New York Stock Exchange.

The Company has completed the transfer of its common stock listing
to the NYSE under its current ticker symbol "LVLT."

"We are particularly pleased to be joining the NYSE," said Sunit
Patel, executive vice president and chief financial officer of
Level 3.  "The NYSE has been an important customer of ours for a
number of years and as both organizations expand their global
reach, this is a natural and mutually beneficial step for both of
us.  Our acquisition of Global Crossing enables us to serve the
NYSE more broadly over our expanded global footprint.  At the same
time, the international reach of their platform helps us grow our
global investor base."

In conjunction with its listing on the NYSE, Level 3 implemented a
1-for-15 reverse stock split of its common stock, which took
effect at 5 p.m. EDT on Oct. 19, 2011.  The reverse stock split
automatically combined every 15 shares of issued and outstanding
Level 3 common stock into one share of Level 3 common stock
without any change in the par value per share.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at June 30, 2011, showed $8.86 billion
in total assets, $9.29 billion in total liabilities, and a
$432 million total stockholders' deficit.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LINSCO PRIVATE: Stoltmann Files FINRA Arbitration Claims
--------------------------------------------------------
Stoltmann Law Offices continues to represent investors in FINRA
arbitration claim on behalf of Linsco Private Ledger (LPL) clients
who sustained losses because of investments made in a bogus real
estate Individual Retirement Account.

According to the Statement of Claims, former LPL representative
Amrita Holden solicited the Claimants to invest in real estate in
Oklahoma in the summer of 2008.  In order to facilitate this
purchase, the Claimants were told to take money out of their
regular LPL brokerage account and transfer it to a "real estate
IRA." The Claimants were promised and assured of a 15% annual
return.  The Claimants were given a document purporting to show a
25% interest in a building in Stillwater, Oklahoma called Fox Run
Apartments.  Eventually, the Claimants suffered a complete loss on
their investment.

According to her CRD, Ms. Holden was terminated "for cause for
violation of LPL policies and procedures relative to client
signatures and improper access and use of client funds and for
alleged involvement in misappropriation of client funds."  Ms.
Holden also was named as a defendant in at least six lawsuits and
has had at least five tax liens filed against her.  In addition,
she has filed for bankruptcy at least twice since 1998.

According to Chicago attorney Andrew Stoltmann, "We believe the
reason these activities were allowed to flourish was because of
the horrible supervision of Ms. Holden.  FINRA Conduct Rules
require reasonable supervision by brokerage firms.  Class action
lawsuits and FINRA arbitration claims involving theft, ponzi
schemes, unsuitable investment recommendations, misrepresentations
and omission, investment fraud and the financial exploitation of
the elderly are increasing in recent years.  We anticipate filing
additional arbitration claims in the near future against Linsco
Private Ledger and we encourage other victims to contact us to
discuss their legal options."


LOAN EXCHANGE: Section 341(a) Meeting Scheduled for Oct. 27
-----------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
of Loan Exchange Group on Oct. 27, 2011, at 10:00 a.m.  The
meeting will be held at RM 105, 21051 Warner Center Lane, Woodland
Hills, California.

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

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

Loan Exchange Group filed a Chapter 11 petition (Bankr. C. D.
Calif. Case No. 11-21085) on Sept. 16, 2011, in San Fernando
Valley, California, Marc A. Duxbury, Esq., at County Law Center,
in Carlsbad, Calif., serves as counsel to the Debtor.  The Debtor
listed $12,050,570 in assets and $5,170,968 in liabilities.


LYONDELLBASELL INDUSTRIES: Offers to Buy Back Up to $2.79BB Notes
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that LyondellBasell
Industries NV said one of its units would offer to buy back up to
$2.79 billion in debt across a series of notes as the company said
it seeks to improve its credit rating.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as
part of the US$12.7 billion merger.  Len Blavatnik's Access
Industries owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed
for Chapter 11.  Luxembourg-based LyondellBasell Industries AF
S.C.A. and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the
successor of the former parent company, LyondellBasell Industries
AF S.C.A., a Luxembourg company that is no longer part of
LyondellBasell.  LyondellBasell Industries N.V. owns and operates
substantially the same businesses as the previous parent company,
including subsidiaries that were not involved in the bankruptcy
cases.  LyondellBasell's corporate seat is Rotterdam,
Netherlands, with administrative offices in Houston and
Rotterdam.


M&C HOTEL: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: M&C Hotel Corp.
          dba Hotel Joyuda Plaza
        P.O. Box 1748
        Cabo Rojo, PR 00623

Bankruptcy Case No.: 11-08946

Chapter 11 Petition Date: October 18, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Ponce)

Judge: Edward A. Godoy

Debtor's Counsel: Gloria M. Justiniano Irizarry, Esq.
                  JUSTINIANO'S LAW OFFICE
                  Ensanche Martinez
                  Calle A Ramirez Silva 8
                  Mayaguez, PR 00680-4714
                  Tel: (787) 831-2577
                  Fax: (787) 805-7350
                  E-mail: gloriae55amg@yahoo.com

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

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

The Company's list of its nine largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb11-08946.pdf

The petition was signed by Flavio Hernandez Ramirez, president.


MADISON 92ND: RSR Consulting OK'd as Examiner's Fin'l. Consultant
-----------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized Thomas R. Slome, the
Chapter 11 examiner of the estate of Madison 92nd Street
Associates, LLC, to employ RSR Consulting, LLC as his financial
consultant.

To the best of the examiner's knowledge, RSR Consulting is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Court.

              About Madison 92nd Street Associates

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation manages and operates the hotel
pursuant to a management agreement.


MADISON 92ND: Trustee Appoints Examiner, Dismissal Request Solved
-----------------------------------------------------------------
Robert Gladstone, Lucille Gladstone, John Lesher, and Andrew
Harris as members of the Debtor asked the Bankruptcy Court for the
Southern District of New York to dismiss the Chapter 11 case of
Madison 92nd Street Associates, or, in the alternative, appoint a
Chapter 11 trustee or a Chapter 11 examiner.

The Debtor, by 92nd St. Hotel Associates LLC, by Louis Taic, and
JKNY, LLC, by Jeffrey Kosow, opposed the Motion.

To resolve the issues between them, the Parties entered into a
stipulation, which the court subsequently approved.

The salient terms of the Stipulation, include:

   1. the Motion is resolved by the appointment of an examiner;

   2. effective Sept. 13, 2011, Gladstone is a Co-Managing Member
      of the Debtor with Hotel Associates.  JKNY is not a
      Co-Managing Member of the Debtor as of September 13, 2011.
      Gladstone and Hotel Associates will be and will act as Co-
      Managing Members until the confirmation of a plan in the
      Bankruptcy Case, and all actions by the Debtor will be
      jointly approved by the Co-Managing Members; and

   3. the Gladstone Group acknowledges the propriety of the
      filing of the Bankruptcy Case and will not move to dismiss
      the Bankruptcy Case.

                    Trustee Appoints Examiner

On Sept. 22, 2011, Tracy Hope Davis, the United States Trustee for
Region 2, sought and obtained an order from the court to appoint

         THOMAS R. SLOME, ESQ.
         Meyer, Suozzi, English & Klein, P.C.
         990 Stewart Avenue, Suite 300
         P.O. Box 9194
         Garden City, New York 11530

as the Examiner.

                        About Madison 92nd

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.


MAQ MANGEMENT: Withdraws SSP I and SSP IV Plans of Liquidation
--------------------------------------------------------------
On Oct. 14, 2011, MAQ Management, Inc., et al., gave notice of the
withdrawal of the Chapter 11 Plan of Liquidation of Super Stop
Petroleum I, Inc., (Doc. No. 131) filed on Sept. 13, 2011, and the
withdrawal of the Chapter 11 Plan of Liquidation of Super Stop
Petroleum IV, Inc., (Doc. No. 1321) filed on Sept. 13, 2011.

As reported in the TCR on Oct. 12, 2011, MAQ Management, Inc., and
its debtor affiliates filed with the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Beach Division, separate
plans of liquidation for Super Stop Petroleum I, Inc., and Super
Stop Petroleum IV, Inc.

A full-text copy of the Super Stop Petroleum I Plan, dated
Sept. 13, is available for free at:

               http://ResearchArchives.com/t/s?7722

A full-text copy of Super Stop Petroleum IV's Plan, dated
Sept. 13, is available for free at:

               http://ResearchArchives.com/t/s?7723

                       About MAQ Management

Based in Boca Raton, Florida, MAQ Management, Inc., and three
other affiliates serve as commercial landlords to convenience
stores and gas stations in primarily in South Florida.  They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011.  Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc.  Judge Erik P. Kimball
presides over the case.  MAQ Management estimated assets and
debts of $1 million to $10 million.  Super Stop estimated assets
and debts of $10 million to $50 million.  The petitions were
signed by Mahammad A. Qureshi, CEO.

Richard J. McIntyre, Esq., and Chirstopher C. Todd, Esq., at
McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L.,
in Tampa, Florida, serve the Debtors as substitute counsel.

The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.
stores and gas stations in primarily in South Florida.  They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011.  Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc.  Judge Erik P. Kimball
presides over the case.  Lawyers at Talarchyk Merrill, LLC, serve
as the Debtors' counsel.  MAQ Management estimated assets and
debts of $1 million to $10 million.  Super Stop estimated assets
and debts of $10 million to $50 million.  The petitions were
signed by Mahammad A. Qureshi, CEO.

The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.

As reported in the TCR on Oct. 21, 2011, MAQ Management, Inc., et
al., filed their Consolidated Chapter 11 Plan of Reorganization
(Doc. No. 205), with the U.S. Bankruptcy Court for the Southern
District of Florida, in compliance with the Court's Order.


MAYSVILLE INC: Court Sets Nov. 22 Plan Confirmation Hearing
-----------------------------------------------------------
On Oct. 7, 2011, Maysville, Inc., filed an amended disclosure
statement in support of its Chapter 11 Plan of Reorganization.
The Bankruptcy Court had denied conditional approval of the
disclosure statement dated Sept. 26, 2011.

Fifteen Encore Platinum LLC, successor in interest to MUNB Loan
Holdings, LLC, had objected to the Debtor's motion for conditional
approval [D.E. 71] of the disclosure statement, citing, among
others, that the disclosure statement fails to provide adequate
disclosure regarding a variety of issues, including but not
limited to the source and current availability of the current
equity holders' alleged $1.0 million new value contribution.

As discussed in the amended disclosure statement, the Debtor's
Plan seeks to reduce the amount of the secured debt on its real
estate to the fair market value of said property and restate the
terms of the secured debt to reflect reasonable commercial rates
and terms and to pay the value of the resulting allowed secured
claim.

The Plan is predicated upon the Debtor's ability to maintain and
potentially increase the rental income stream of their rental
properties and condominium units.  This will enable the Debtor to
make the proposed Plan payments to the secured claim holders.
Additionally, this Plan is predicated on the contribution of new
value to Maysville by the Debtor's principals, the Redondos, in
the sum of $1,000,000 which sum will be used to pay
administrative, secured, priority, and unsecured creditors, and if
a Section 1111(b) election is made by the secured creditor, a
portion of these funds will be used to pay for management and the
operation of the Debtor's business.

If the Court determines that the value of the Property is
$14,575,000 the Debtor's principals will commit a new value
contribution of $2,000,000, which sum will be used to pay
administrative, secured, priority, and unsecured creditors, and if
a Section 1111(b) election is made, a portion of these funds will
be used to pay for management and the operation of the Debtor's
business.

The Debtor will serve as distribution agent of all payments to be
made.

The Plan designates Classes of Claims and Interests.

Class I   ? Secured Claim of Judgment Creditor (Fifteen Encore
            Platinum).

Class II  - Platinum Condominium Association (unpaid condominium
            assessments.

Class III ? Secured Claims of the Miami-Dade County Tax Collector
            (2009 and 2010 ad valorem taxes).

Class IV  - General Unsecured Claims.

Class V   - Judgment Creditor's Deficiency Claim.

Class VI  - Equity Holders.

Claim Holders in Classes I, II, III, IV and V are impaired.

Fifteen Encore Platinium (Class I) will retain its lien securing
its claims to the extent of the allowed amount of such claim and
will receive deferred cash payments equal to at least the allowed
amount of such claims.  FEP says it is owed a total of $24,260,702
(based on the final summary judgment of $23,906,032 plus amounts
located in the Rents Escrow Account of $354,670.

The Debtor has obtained an updated appraisal for the property.
Based on this appraisal, the Debtor believes that the value of the
property is equal to the sum of $9,575,000 which amount is subject
to change and modification based on appraisal performed by the
Debtor.  Additionally, this sum is subject to change if the Court
finds that the value of the Property is in fact $14,575,000 as
Fifteen Encore Platinum has determined to be the proper valuation
of the Property.

The restated loan balance will be paid in full within 60 months
of Plan Confirmation, pursuant to a 30 year amortization schedule
and a balloon payment at the end of the five-year Plan term.  The
interest rate will be 4.25% based on the current prime rate of
3.25% and a Treasury Rate of 2.78%, with a risk factor of 1%.

It is anticipated that a portion of the Judgment Creditor's claim
will be deemed unsecured upon the issuance of an order on the
Debtor's motion to value collateral.  For the unsecured portion of
its Allowed Claim, the Judgment Creditor will receive payment pro
rata with all unsecured creditors in the general unsecured
creditor class.

Additionally, if the Judgment Creditor has the option to be
treated as fully secured for its entire claim pursuant to Section
1111(b) of the Bankruptcy Code, and the Judgment Creditor chooses
not to make this election, it will share a pro rata distribution
from the $1,000,000 new value contribution of the Debtor's
principals, the Redondos, and the Construction Litigation.

If Judgment Creditor elects to be treated as fully secured for the
total amount of its allowed claim pursuant to Section 1111(b) of
the Bankruptcy Code, the Property will be listed for sale no later
than the fourth anniversary of the Effective Date and will be sold
or refinanced such that the Judgment Creditor's secured claim will
be paid in full.  In the event that the property cannot be sold or
refinanced to provide full cure and payment of the remaining
Secured Claim at the end of the Plan, the Judgment Creditor will
have the right to direct the sale via auction or to accept deeds
in lieu of foreclosure, which will be prepared by the Judgment
Creditor and executed by the reorganized debtor.  All other terms
of the existing secured debt will remain the same unless
specifically altered by the Plan.

As of the date of the Petition, the Platinum Condominium
Association (Class II) was owed the approximate sum of $50,451.18
in unpaid condominium assessments.  The Plan proposes to pay the
Association the full amount of its claim over five (5)
years under the Plan without interest.

Class III consists of the Secured Claims of the Miami-Dade County
Tax Collector for 2009 and 2010 ad valorem taxes in the amount of
$688,345.06, plus statutory interest.  The Debtor intends to pay
the claims of Miami-Dade County in part with a lump sum payment in
the amount of $500,000 from the New Value Contribution on the
Effective Date for 2009 and 2010 taxes, with the balance to be
paid through annual payments including interest accruing at 18%
over the 5 year period of the Plan.

Allowed General Unsecured Debt (Class IV) will be paid from a
contribution of new value by the Redondos and the Construction
Litigation.  Class IV unsecured creditors will receive a payment
of five (5%) percent of the claim(s) as finally allowed via annual
dividends commencing on the Effective Date, followed by five (5)
cash dividends thereafter over a five (5) year period.  This
proposed distribution, assumes that the 1111(b) election will not
be made.  If the 1111(b) election is not made by the Judgment
Creditor, members of this class will share a pro rata distribution
with the members of Class V from the new value contribution and
the Construction Litigation.  If the 1111(b) election is made,
Class IV claimants are expected to be paid in full.

If the Judgment Creditor (Class V) elects to retain its lien for
the full amount of its allowed claim pursuant to Section 1111(b),
and such election is deemed applicable to this case, it will
retain its under-secured lien but will not receive any payment on
the under-secured portion of its mortgage by a sale of the
property.  If Class I does not elect 1111(b) treatment, it will
share pro rata in the distribution to Class IV General Unsecured
Creditors as described above and will receive a 5% distribution
under the plan.

The common stock of the Equity Holders of the Debtors (Class VI)
will be canceled and voided.  However, the current equity will
receive 100 shares of common stock out of the Reorganized Debtor
in exchange for a new value capital contribution of up to
$2,000,000, depending on the valuation of the Property.

If the Disclosure Statement is approved, the Court will hold a
hearing to confirm the Plan on Nov. 22, 2011, at 9:30 a.m.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/maysville.amendedDS.pdf

                       About Maysville, Inc.

Maysville, Inc., is the record title holder of a multi parcel
property in Miami-Dade County, Florida.  The property consists of
six apartment buildings with 133 apartment units.  The property
also includes 21 unsold units in the Platinum Condominium.  The
Debtor is owned and operated by its principals, Alex Guillermo
Redondo, Aurora Brito de Redondo, Carmen Redondo, Jhosmar
Redondo and Algemiro Redondo, Jr., who have owned and operated the
property for 24 years.

Maysville filed its second voluntary petition under Chapter 11 on
Aug. 11, 2011, with the U.S. Bankruptcy Court for the Southern
District of Florida (Miami) before the Hon. Laurel M. Isicoff.
The bankruptcy case is Maysville, Inc., Case No. 11-32532.

Jeffrey P. Bast, Esq., at Bast Amron LLP, in Miami, Florida --
jbast@bastamron.com -- serves as the Debtor's bankruptcy counsel.
Jeffery J. Pardo, Esq., at Pardo Gainsburg P.L., in Miami,
Florida, is the Debtor's special litigation counsel.

The Debtor disclosed $17,590,927 in assets and $25,076,637 in
liabilities.

Deadline to file a complaint to determine dischargeability of
certain debts is Nov. 14, 2011.  Proofs of Claim are due by
Dec. 12, 2011.

In the first voluntary petition for bankruptcy (Bankr. S.D. Fla.
Case No. 10-28244) which was filed on June 28, 2010, the
Bankruptcy Court granted Mellon United National Bank n/k/a MUNB
Loan Holdings, LLC ("Mellon") relief from the automatic stay to
continue the foreclosure litigation.  On Aug. 24, 2010, Mellon
obtained a final summary judgment in the sum of $24,489,076 and a
judgment of foreclosure was entered.  The final judgment was later
amended on May 3, 2011, to reflect a credit of $583,044.75
reducing the judgment to $23,906,031.62.  On Jan. 28, 2011, the
first Chapter 11 case was dismissed by the Court because the
Debtor failed to timely file a confirmable plan.  The order of
dismissal precluded the Debtor from commencing a case for a six
month period which expired on July 28, 2011.

Mellon's foreclosure sale was scheduled to occur on Aug. 12, 2011.
On Aug. 10, 2011, Mellon assigned its interest in its foreclosure
judgment and the right to credit bid at the foreclosure sale to
Fifteen Encore Platinum, LLC.


MERCANTILE BANCORP: To Sell 2 Missouri Branches to HNB National
---------------------------------------------------------------
Mercantile Bancorp, Inc.'s subsidiary, Mercantile Bank, has
entered into a definitive agreement to sell two Mercantile Bank
branches located in Savannah and St. Joseph Missouri, excluding
the trust and brokerage divisions which are retained by Mercantile
Bank, to HNB National Bank headquartered in Hannibal, Missouri,
contingent upon customary closing conditions, including bank
regulatory approvals.  Pursuant to the terms of the agreement,
Mercantile Bank will sell approximately $63 million in loans to
HNB National Bank and HNB National Bank will assume up to $74
million in deposits booked at the Mercantile Bank branches for a
deposit premium of 1.5%.

The sale of these two northwest Missouri branches is a significant
step in the Company's ongoing efforts to improve its capital
position.  Lee R. Keith, President & CEO of Mercantile Bancorp
stated, "This sale represents an opportunity for us to proactively
and positively impact our capital levels while also allowing us to
concentrate our focus on Mercantile Bank's business model in its
primary and largest market area in Quincy, Illinois."

"Mercantile Bank, founded in 1906, remains one of Quincy's largest
financial institutions, and the Company is committed to supporting
the Bank's efforts to continue to serve its consumer, commercial,
and agricultural customers in the greater-Quincy area," states
Keith.

Once the sale receives the necessary regulatory approvals and is
completed, customers in Savannah and St. Joseph, Missouri should
be able to seamlessly transition their banking relationships to
HNB National Bank.  Keith emphasizes, "We appreciate the loyalty
and patronage of our northwest Missouri employees and customers
over the years, and we have complete confidence in HNB National
Bank to provide them with the same kind of dedicated community
bank service going forward."

A full-text copy of the Branch Purchase Agreement is available for
free at http://is.gd/2vn7X4

                      About Mercantile Bancorp

-- http://www.mercbanx.com/-- is a Quincy, Illinois-based bank
holding company with wholly owned subsidiaries consisting of one
bank in Illinois and one each in Kansas and Florida, where the
Company conducts full-service commercial and consumer banking
business, engages in mortgage banking, trust services and asset
management, and provides other financial services and products.
The Company also operates Mercantile Bank branch offices in
Missouri and Indiana.

As reported in the TCR on April 26, 2011, BKD, LLP, in Decatur,
Illinois, expressed substantial doubt about Mercantile Bancorp's
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
suffered recurring losses resulting from the effects of the
economic downturn causing its subsidiary banks to be
undercapitalized and resulting in consent orders to be issued by
their primary regulators.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

The Company's balance sheet at June 30, 2011, showed $888.99
million in total assets, $896.02 million in total liabilities and
a $7.03 million total stockholders' deficit.


METAL STORM: ASOF to Invest $1MM, to Buy $13MM Convertible Notes
----------------------------------------------------------------
Metal Storm Limited entered into an agreement with New York-based
investment fund manager, The Lind Partners, LLC, manager of the
Australian Special Opportunity Fund LP.  Investors led by ASOF
intend to invest $1,000,000 into the Company for working capital
and acquire approximately $13,000,000 of the Company's existing
secured convertible notes.

This is the first step in a broader strategic reorganization and
capital restructuring plan designed to provide the Company with
current working capital, to reduce the Company's total outstanding
debt balance and to strengthen the Company's balance sheet for
future growth.

Upon completing the Note Purchase and meeting certain other
conditions, ASOF has stated that it intends to extend the maturity
date of the convertible notes for three years from the current
date of maturity.  The Company has agreed to seek approval from
its noteholders and shareholders for this extension.

Lind's Managing Director, Mr Jeff Easton, said, "The ASOF
investment is strategic and aimed at delivering value for both
ASOF and existing shareholders of Metal Storm.  Metal Storm
weapons systems are unique and the Company's focus on non-lethal
technologies places it in an ideal position to capitalise on the
future demands of law enforcement and military agencies."

As a part of the capital restructuring plan, the Company intends
to undertake a rights issue for up to $6 million in the coming
weeks.  The pricing, ratio and final amount to be raised under the
rights issue have yet to be determined.

Mr Easton said, "To support the rights issue, subject to its
successful completion ASOF will forgive up to $4 million of its
outstanding Secured Notes.  This would mean that shareholders who
participate in a successful rights issue would not only be
contributing to the Company's capital for product
commercialisation, but would also be effectively reducing the
Company's convertible note debt."

Metal Storm's Board welcomes the participation of ASOF and
endorses this transaction as it provides essential, immediate
funding.  The Board is of the opinion that an extension of the
maturity date for three years, if approved by the note holders and
ratified by the shareholders, will mean the Company will be able
to more easily seek any further investment that may be needed, on
better terms than might otherwise be the case. Under the agreement
with ASOF, the Board has offered ASOF the right, but not the
obligation, to appoint one board member to the Board of the
Company.

The Company also advises that the subscription for $1 million
announced Sept. 1, 2011, will not proceed.

                          About Metal Storm

Headquartered in Darra, Queensland, Australia, Metal Storm Limited
is a defense technology company with offices in Australia and the
United States.  It specializes in the research, design,
development and integration of projectile launching systems
utilizing its "electronically initiated / stacked projectile"
technology for use in the defense, homeland security, law
enforcement and industrial markets.

As reported by the TCR on July 25, 2011, PricewaterhouseCoopers,
in Brisbane, Australia, expressed substantial doubt about Metal
Storm's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a net capital deficiency.

The Company reported a net loss of A$8.94 million on
A$3.35 million of revenue for 2010, compared with a net loss of
A$11.31 million on A$1.11 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
A$2.15 million in total assets, A$20.64 million in total
liabilities, all current, and an equity deficit of
A$18.49 million.


METAL STORM: Proposes to Issue 87.5 Million Ordinary Shares
-----------------------------------------------------------
Metal Storm Limited proposes to issue 87,500,000 ordinary shares
pursuant to a Convertible Security Agreement.

The Company relies on case 1 in section 708A (5) of the
Corporations Act 2001 (Act) in respect of the issue of the Shares.

                         About Metal Storm

Headquartered in Darra, Queensland, Australia, Metal Storm Limited
is a defense technology company with offices in Australia and the
United States.  It specializes in the research, design,
development and integration of projectile launching systems
utilizing its "electronically initiated / stacked projectile"
technology for use in the defense, homeland security, law
enforcement and industrial markets.

As reported by the TCR on July 25, 2011, PricewaterhouseCoopers,
in Brisbane, Australia, expressed substantial doubt about Metal
Storm's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a net capital deficiency.

The Company reported a net loss of A$8.94 million on
A$3.35 million of revenue for 2010, compared with a net loss of
A$11.31 million on A$1.11 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
A$2.15 million in total assets, A$20.64 million in total
liabilities, all current, and an equity deficit of
A$18.49 million.


METROPARK USA: Can Use Prepetition Lenders' Cash Until Oct. 28
--------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York entered a fifth interim order
authorizing MetroPark USA, Inc., limited use of cash collateral of
Wells Fargo, N.A., and other lender parties through Oct. 28, 2011.

The Debtor may use the Cash Collateral to pay actual, ordinary and
necessary expenses set forth under a prepared budget.

A final hearing to consider entry of a final cash collateral order
has been scheduled for Nov. 3, 2011, at 10:00 a.m.

Prepetition Secured Parties to the Debtors are (1) Wells Fargo, as
prepetition agent, and certain lenders pursuant to a April 2008
Prepetition Senior Credit Agreement; and (2) Bricoleur Capital
Partners, LP, as second lien agent, and certain lenders pursuant
to a March 2011 Prepetition Subordinated Credit Agreement.

As partial adequate protection for any use or diminution in the
value of the Prepetition Secured Parties' Interest in the
Prepetition Collateral and Cash Collateral, the Debtor grants the
Prepetition Agents valid and perfected replacement liens and
additional liens and security interests, of the highest available
priority in and upon all of the properties and assets of the
Debtor.

Moreover, as reported by the Troubled Company Reporter on
Aug. 10, 2011, as additional partial adequate protection, the
Debtor will make these payments to the Prepetition Agent: (a)
payment of interest on the first day of each month on the
Prepetition Senior Claim; (b) payment of all proceeds from the
Store Closing Sale; and (c) reimbursement to the Prepetition Agent
of all costs, expenses and costs of collection, including
reasonable attorneys' fees and expenses.

                        About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories.  Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.  Cathy Hershcopf,
Esq., Jeffrey L. Cohen, Esq., and Alex R. Velinsky, Esq., at
Cooley LLP, in New York, serve as the Debtor's bankruptcy counsel.
CRG Partners Group, LLC, is the Debtor's financial advisor.  The
Debtor also tapped Great American Group Real Estate, LLC doing
business as GA Keen Realty Advisors as special real estate
advisor.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697,006 as of April 2, 2011.

Blakeley & Blakeley LLP represents the Official Committee of
Unsecured Creditors.


MWM CARVER: Amended Reorganization Plan Declared Effective
----------------------------------------------------------
MWM Carver Terrace, LLC, notified the U.S. Bankruptcy Court for
the District of Columbia that the effective date of the Amended
Plan of Reorganization occurred on Aug. 31, 2011.

On July 11, the Court confirmed its Plan.

As reported in the Troubled Company Reporter on Aug. 15, 2011,
pursuant to the First Amended Plan, the Debtor expects to pay
Fannie Mae, holders of mechanics liens on the Property SiteTec
Construction Co. and District Electrical Services, Inc., in full
from the sale proceeds at closing on the sale of the Property.
Utility companies the District of Columbia Water and Sewer
Authority ("WASA") and Washington Gas will be paid to the extent
of any postpetition indebtedness from the sale proceeds at Closing
on the sale of the Property to William C. Smith & Co., Inc., for
the purchase price of $12,525,000, cash at closing.

Federal National Mortgage Association ("Fannie Mae"), is owed in
excess of $8 million, secured by the Debtor's Property and the
rental income derived therefrom.

Pending confirmation of the plan, the closing of the sale of the
Property and the Operation Assets to Smith, pursuant to the Sale
Agreement, will occur between 30 days and 65 days after the Sale
Order becomes a Final Order.

Each holder of general unsecured claims will receive cash, plus
interest at the federal judgment rate from the later of the
Petition Date or the date the Claim became liquidated, through the
date on which the Claim is paid in full, paid pursuant to the Plan
and at Closing on the sale of the Property.  Unsecured creditors
are impaired under the Plan.

The holder of the membership interests under will retain her 100%
ownership interests in the Reorganized Debtor.  Upon the payment
in full of all unsecured claims, any remaining Cash on hand will
be distributed to the Reorganized Debtor.

In the event that the Sale Agreement is terminated or the
transactions contemplated in the Sale Agreement do not occur for
any reason, or the Effective Date does not otherwise occur, the
Debtor will have the right to modify the Plan pursuant to Section
1127 of the Bankruptcy Code and all creditors, including, but not
limited to, Fannie Mae expressly reserve the right to support or
oppose the Plan modification.

A copy of the Disclosure Statement for the Debtor's First Amended
Plan of Reorganization filed on July 7, 2011, is available at:

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

                     About MWM Carver Terrace

Washington, DC-based MWM Carver Terrace, LLC, owns a 407-unit
residential apartment building located at 901 21st Street NE, in ,
Washington D.C.  The Property occupies 5.78 acres of land and has
approximately 252,000 square feet of enclosed improvements.  It
filed for Chapter 11 bankruptcy protection (Bankr. D.C. Case No.
11-00168) on March 3, 2011.  Brent C. Strickland, Esq., at
Whiteford, Taylor, & Preston L.L.P., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


NASSAU BROADCASTING: Organizational Meeting Today
-------------------------------------------------
Roberta DeAngelis, United States Trustee for Region 3, will hold
can organizational meeting on Oct. 6, 2011, at 10:00 a.m. in the
bankruptcy case of Nassau Broadcasting Partners LP.  The meeting
will be held at:

   J. Caleb Boggs Federal Building
   844 King Street, Room 2112
   Wilmington DE 19801

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

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

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

Nassau Broadcasting Partners LP is a radio-station owner and
operator.

Three secured lenders -- affiliates of Goldman Sachs Group Inc.,
Fortress Investment Group LLC and P.E. Capital LLC -- filed
involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del. Case
No. 11-12934) on Sept. 15, 2011, against Nassau Broadcasting
Partners LP, the owner of 45 radio stations in the northeastern
U.S.  The lender group said in court papers that they are owed
$83.8 million secured by all of Nassau's property.  Involuntary
petitions were also filed against three affiliates of Nassau,
which is based in Princeton, New Jersey.  The lenders said the
stations aren't worth enough to pay them in full.

Nassau Broadcasting in October won a Delaware bankruptcy court's
blessing to convert its involuntary Chapter 7 bankruptcy --
pressed by creditors including Goldman Sachs Lending Partners LLC
-- to a proceeding on its own terms in Chapter 11.


NEW LUXURY MOTORS: Ch. 7 Trustee May Recoup $35T From Huntington
----------------------------------------------------------------
Luxury Motors Las Vegas LLC on Jan. 29, 2010, issued Check No.
019748, for $35,215.55, payable to "Huntington Natl Bank."  The
check was paid to Huntington National Bank on Feb. 2, 2010, one
day after the bankruptcy filing.  Randy W. Williams, the Chapter 7
trustee, seeks avoidance and recovery of the transfer under
Section 549 of the Bankruptcy Code.  The Defendant, however,
contends that the transfer "was authorized by the court or under
applicable bankruptcy law."  The Defendant alternatively contends
that the property transferred was not property of the estate.

In an Oct. 20, 2011 Memorandum Opinion, Bankruptcy Judge Letitia
Z. Paul said it is clear that a postpetition transfer of the
property of the estate occurred.  The Defendant failed to meet its
burden of proof as to the validity of the transfer.  The court
concludes that the transfer is subject to avoidance pursuant to
Section 549(A)(2)(B) of the Bankruptcy Code and recovery pursuant
to Section 550 of the Bankruptcy Code, and allows the Plaintiff to
recover $35,215.55 from the Defendant.  The case is Randy W.
Williams, Trustee, v. Huntington National Bank, Adv. Proc. No. 11-
3041 (Bankr. S.D. Tex.).  A copy of the Court's decision is
available at http://is.gd/i0Mxy1from Leagle.com.

                      About New Luxury Motors

Based in Houston, Texas, New Luxury Motors LLC sells upscale new
and used vehicles ranging from Mercedes and BMWs up to Bentleys
and Maseratis.  New Luxury Motors LLC and four related entities
filed voluntary petitions under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Tex. Case No. 10-30835) on Feb. 1, 2010.  The cases
were converted to Chapter 7 by order entered March 30, 2010.
Randy W. Williams is the Chapter 7 Trustee.


NEWPAGE CORP: Hires Pachulski Stang as Bankruptcy Co-Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Newpage Corporation and its debtor affiliates to employ
Pachulski Stang Ziehl & Jones LLP as co-counsel nunc pro tunc to
the Petition Date.

                    About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

Attorneys at Young Conaway Stargatt & Taylor, LLP, and Paul,
Hastings, Janofsky & Walker LLP, represent the Official Committee
of Unsecured Creditors.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
that NewPage Corp. prevailed over most objections from the
official creditors' committee and won agreement from the
bankruptcy judge on final approval for $600 million in secured
financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan, collectively, the "DIP facilities", of
NewPage Corporation.


NORTHERN CALIFORNIA BANCORP: Inks 3rd Forbearance Pact with BMO
---------------------------------------------------------------
Northern California Bancorp, Inc., on Sept. 29, 2011, entered into
a Third Forbearance Agreement with BMO Harris Bank, as successor
to M&I Marshall & Ilsley Bank, pursuant to which the Lender has
agreed that it will forbear from exercising its rights and
remedies under a loan to the Company.  The loan is evidenced by,
among other agreements, that certain Promissory Note, dated
April 1, 2008, in the principal amount of $3,000,000 and bearing
interest at the annual rate equal to the one month LIBOR plus
3.75% with a floor rate of 6.50%, and is secured by all of the
issued and outstanding common stock of the Company's wholly-owned
bank subsidiary, Monterey County Bank, pursuant to the terms of
that certain Commercial Pledge Agreement, dated April 1, 2008.
Currently, the outstanding principal balance due on the loan is
$2.7 million and the Company is in default under certain covenants
under the loans:

   1. For the quarter ended March 31, 2011, the Bank failed to
      maintain at all times an return on average assets which is
      not less than 0.75%;

   2. For the quarters ended Dec. 31, 2010, and March 31, 2011,
      the Bank failed to maintain at all times a ratio of non-
      performing loans to total loans less than or equal to 3.00%;

   3. For the quarters ended Dec. 31, 2010, and March 31, 2011,
      the Bank failed to maintain at all times a ratio of non-
      performing assets to tangible capital plus loan loss reserve
      of less than 130% for the fiscal period ended December 31,
      2010 and less than 125% for the fiscal period ended
      March 31, 2011; and

   4. For the quarter ended March 31, 2011, Bank failed to
      maintain at all times, a Tier I leverage ratio greater than
      9%.  Additionally, such failure also violated the terms of
      the Consent Order issued Sept. 1, 2010.

The existence of these material defaults permit the Lender to
exercise its rights and remedies under the terms of the loan
documents, including but not limited to foreclosing on the Bank's
outstanding common stock held by the Company.

A full-text copy of the Forbearance Agreement is available for
free at http://is.gd/yLHUfd

Northern California Bancorp, Inc., (OTCBB: NRLB) is a bank holding
company.  Monterey County Bank, its principal subsidiary is a
state chartered bank headquartered in Monterey, CA founded in
1976.


OLD HARBOR BANK: Closed; 1st United Bank Assumes All Deposits
-------------------------------------------------------------
Old Harbor Bank of Clearwater, Fla., was closed on Friday, Oct.
21, 2011, by the Florida Office of Financial Regulation, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with 1st United Bank of Boca Raton, Fla., to
assume all of the deposits of Old Harbor Bank.

The seven branches of Old Harbor Bank will reopen during their
normal business hours as branches of 1st United Bank.  Depositors
of Old Harbor Bank will automatically become depositors of 1st
United Bank.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of Old Harbor Bank should
continue to use their existing branch until they receive notice
from 1st United Bank that it has completed systems changes to
allow other 1st United Bank branches to process their accounts as
well.

As of June 30, 2011, Old Harbor Bank had around $215.9 million in
total assets and $217.8 million in total deposits.  In addition to
assuming all of the deposits of the failed bank, 1st United Bank
agreed to purchase essentially all of the assets.

The FDIC and 1st United Bank entered into a loss-share transaction
on $155.6 million of Old Harbor Bank's assets.  1st United Bank
will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers.  For more information on loss
share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-405-1498.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/oldharbor.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $39.3 million.  Compared to other alternatives, 1st United
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  Old Harbor Bank is the 81st FDIC-insured institution to fail
in the nation this year, and the twelfth in Florida.  The last
FDIC-insured institution closed in the state was The First
National Bank of Florida, Milton, on Sept. 9, 2011.


OTERO COUNTY: Patient Care Ombudsman Taps Linda Bloom as Counsel
----------------------------------------------------------------
E. Marissa Lane PLLC, patient care ombudsman for Otero County
Hospital Association Inc., asks the U.S. Bankruptcy Court District
of New Mexico for permission to employ Linda S. Bloom P. A. as
counsel in all matters and proceedings in the bankruptcy case.

The hourly rate of the Ms. Bloom is $250.  Ms. Bloom will require
a retainer paid by the estate of $7500.

Ms. Bloom will render statements to the Debtor c/o the Debtor's
counsel on a monthly basis for payment of fees and costs and will
be entitled to monthly payment from the estate of 75% of fees and
100% of costs charged, plus applicable tax, to the extent funds
are available; and will make application for interim compensation
approximately every 180 days.

To the best of the PCO's knowledge, Ms. Bloom is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

Ms. Bloom can be reached at:

         817 Gold Avenue SW
         P.O. Box 218
         Albuquerque, NM 87103
         Tel: (505) 764-9600
         Fax: (505) 243-2332
         E-mail: lbloom@spinn.net

                   About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011.  The Alamogordo, New Mexico-based
nonprofit developed and operates the Gerald Champion Regional
Medical Center.  GCRMC serves a total population of approximately
70,000 people.  The Debtor disclosed $124,186,104 in assets and
$40,506,759 in liabilities as of the Chapter 11 filing.

Otero County Hospital Association also does business as Mountain
View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

The Debtor disclosed $124,186,104 in assets and $40,506,759 in
liabilities as of the Chapter 11 filing.

Alice Nystel Page, United States Trustee for Region 20 appointed
five unsecured creditors to serve on the Official Committee of
Unsecured Creditors of the Debtor.


OTERO COUNTY: Gardere Wynne Okayed as Creditors Committee Counsel
-----------------------------------------------------------------
The Hon. Robert H. Jacobvitz of the U.S. Bankruptcy Court for the
District of New Mexico authorized the Official Committee of
Unsecured Creditors in the Chapter 11 case of Otero County
Hospital Association, Inc., to retain Gardere Wynne Sewell LLP as
its counsel.

Th Court also ordered that the Debtor is authorized to pay 75%
invoiced fees and 100% of reimbursable costs to Gardere on a
monthly basis, upon receipt of Gardere's billing statements
prior to the Court's ultimate approval of Gardere's compensation.
The payments are to be made from funds of the estate.  The Debtor
may pay Gardere interim compensation at its standard hourly rates.

                   About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011.  The Alamogordo, New Mexico-based
nonprofit developed and operates the Gerald Champion Regional
Medical Center.  GCRMC serves a total population of approximately
70,000 people.  The Debtor disclosed $124,186,104 in assets and
$40,506,759 in liabilities as of the Chapter 11 filing.

Otero County Hospital Association also does business as Mountain
View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

The Debtor disclosed $124,186,104 in assets and $40,506,759 in
liabilities as of the Chapter 11 filing.

Alice Nystel Page, United States Trustee for Region 20 appointed
five unsecured creditors to serve on the Official Committee of
Unsecured Creditors of the Debtor.


OTERO COUNTY: Committee Wants to Retain Gardere Wynne as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
case of Otero County Hospital Association, Inc. d/b/a Gerald
Champion Regional Medical Center asks the court for authority to
retain Gardere Wynne Sewell LLP as counsel effective as of Sept.
2, 2011.

Gardere Wynne will, among others:

   a. advise the Committee on its rights, obligations, and powers
      in the Chapter 11 case and as required by section 1103 of
      the Bankruptcy Code;

   b. appear before this Court and others on the Committee's
      behalf on all matters involving these bankruptcy estate,
      the Committee, or the case; and

   c. prepare and file for the Committee all necessary
      applications, motions, pleadings, orders, reports and other
      legal papers, and appearing on the Committee's behalf in
      proceedings instituted by, against, or involving the
      Debtor, the Committee, or the Chapter 11 case.

Gardere Wynne will charge its standard hourly rates during the
engagement, which are:

     Partners                        $380 to $815
     Associates                      $195 to $445
     Paraprofessionals               $105 to $220

Gardere Wynne's primary team on this particular engagement will be
Deirdre Ruckman ($655/hour), Holland O'Neil ($645/hour), Evan
Baker ($230/hour), and Sharon Hawthorne ($185/hour).

Deirdre B. Ruckman, Esq., a partner at Gardere Wynne, assures the
Court that her firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                   About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011.  The Alamogordo, New Mexico-based
nonprofit developed and operates the Gerald Champion Regional
Medical Center.  GCRMC serves a total population of approximately
70,000 people.  The Debtor disclosed $124,186,104 in assets and
$40,506,759 in liabilities as of the Chapter 11 filing.

Otero County Hospital Association also does business as Mountain
View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

Alice Nystel Page, United States Trustee for Region 20 appointed
five unsecured creditors to serve on the Official Committee of
Unsecured Creditors of the Debtor.


PALISADES 6300: Taps Goldsmith & Guymon as Bankruptcy Counsel
-------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Nov. 16, 2011, to
consider the request of Palisades 6300 West Lake Mead LLC to
employ Goldsmith & Guymon, P.C., as the Debtor's bankruptcy
counsel.

The current hourly rates charged by the firm's professionals are:
Not exceeding $400 per hour for attorneys; not exceeding $150 per
hour for law clerks; and not exceeding $90 per hour for
paralegals.  The Debtor proposes to pay $35,000 as general
retainer.

Marjorie A. Guymon, Esq., attested that the firm does not hold or
represent an interest adverse to the Debtor's estate.

Palisades 6300 West Lake Mead LLC filed for Chapter 11 bankruptcy
(Bankr. D. Nev. Case No. 11-26180) on Oct. 13, 2011.  Judge Linda
B. Riegle oversees the case.


PALISADES 6300: Lender Doesn't Consent to Cash Collateral Use
-------------------------------------------------------------
US Bank National Association -- as trustee for registered holders
of First Union National Bank - Bank of America NA Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2001-C1 -- advised the Court that US Bank does not consent
to Palisades 6300 West Lake Mead LLC's use of cash collateral.
The lender bases its non-consent on the ground that it maintains a
first priority, properly perfected lien in, among other things,
all proceeds, rents, royalties, and income from certain real
property owned by the Debtor.

US Bank is represented by:

          Robert R. Kinas, Esq.
          Claire Y. Dossier, Esq.
          Nishat Baig, Esq.
          SNELL & WILMER LLP
          3883 Howard Hughes Parkway, Suite 1100
          Las Vegas, NV 89169
          Tel: 702-784-5200
          Fax: 702-784-5252
          E-mail: rkinas@swlaw.com
                  cdossier@swlaw.com
                  nbaig@swlaw.com

Palisades 6300 West Lake Mead LLC filed for Chapter 11 bankruptcy
(Bankr. D. Nev. Case No. 11-26180) on Oct. 13, 2011.  Judge Linda
B. Riegle oversees the case.  Marjorie A. Guymon, Esq., at
Goldsmith & Guymon, P.C., serves as the Debtor's bankruptcy
counsel.


PALISADES 6300: Sec. 341 Creditors' Meeting Set for Nov. 17
-----------------------------------------------------------
The U.S. Trustee in Las Vegas, Nevada, will convene a meeting of
creditors in the bankruptcy case of Palisades 6300 West Lake Mead
LLC on Nov. 17, 2011, at 1:00 p.m. at 341s - Foley Bldg., Rm 1500.

The last day to file proofs of claim is Feb. 15, 2012.

Palisades 6300 West Lake Mead LLC filed for Chapter 11 bankruptcy
(Bankr. D. Nev. Case No. 11-26180) on Oct. 13, 2011.  Judge Linda
B. Riegle oversees the case.  Marjorie A. Guymon, Esq., at
Goldsmith & Guymon, P.C., serves as the Debtor's bankruptcy
counsel.


PENINSULA HOSPITAL: Committee Wants Cbiz Accounting as Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Peninsula
Hospital Center, et al., asks the court for authority to retain
CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
as financial advisors, nunc pro tunc to Sept. 26, 2011.

The professional services CBIZ is to render will include, but are
not limited to:

   a. assisting the Committee in its evaluation of the Debtors'
      postpetition cash flow or other projections and budgets
      prepared by the Debtors or its financial advisors;

   b. monitoring the Debtors' activities regarding cash
      expenditures and general business operations subsequent to
      the filing of the petition under Chapter 11; and

   c. assisting the Committee in its review of monthly operating
      reports submitted by the Debtors or its financial advisors.

CBIZ intends to apply to the Court for allowance of compensation
and reimbursement of expenses in accordance with the applicable
provisions of the Bankruptcy Code, the applicable Federal Rules of
Bankruptcy Procedure, the Local Bankruptcy Rules, and Orders of
this Court. Compensation will be payable to CBIZ in compliance
with the above rules, on an hourly basis, plus reimbursement of
actual, necessary expenses incurred by CBIZ.

Charles M. Berk, a member of the Firm assures the court that CBIZ
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., Macron
& Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman et
al. as their attorneys.  Judge Stong appointed Daniel T. McMurray
at Focus Management Group as patient care ombudsman.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed five unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Peninsula Hospital Center.


PENINSULA HOSPITAL: Taps Garden City Group as Claims Agent
----------------------------------------------------------
Peninsula Hospital Center and its Debtor affiliates ask the court
for authority to employ GCG, Inc. as claims and noticing agent
nunc pro tunc to Sept. 19, 2011.

As claims and noticing agent, GCG's services will include:

   a) preparing and serving required notices, including the
      notice of conm1encement and bar date notice; and

   b) filing with the Clerk's Office an affidavit or certificate
      of service with respect to each service conducted by GCG,
      that includes a reference to the notice served and the
      corresponding docket number, an alphabetical list of all
      persons to whom it was mailed, and the date and manner of
      service.

The Debtor asks for authority to compensate GCG on a monthly basis
upon GCG's submission of invoices summarizing, in reasonable
detail, the services rendered and expenses incurred in connection
with services.

Todd Miller, a member of GCG assures the Court that his firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., Macron
& Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman et
al. as their attorneys.  Judge Stong appointed Daniel T. McMurray
at Focus Management Group as patient care ombudsman.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed five unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Peninsula Hospital Center.


PENN TREATY: Robert Beutel Resigns as Board of Directors Member
---------------------------------------------------------------
Robert J. Beutel resigned from his position as a member of the
Board of Directors of Penn Treaty American Corporation effective
Oct. 13, 2011.

                     About Penn Treaty American

Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.

On October 2, 2009, the Insurance Commissioner of the Commonwealth
of Pennsylvania filed in the Commonwealth Court of Pennsylvania
Petitions for Liquidation for PTNA and American Network Insurance
Company.  PTNA is a direct insurance company subsidiary of Penn
Treaty American Corporation, and ANIC is a subsidiary of PTNA.


PHILADELPHIA ORCHESTRA: Wants $3.1MM Sun Federal DIP Loan OK'd
--------------------------------------------------------------
The Philadelphia Orchestra Association and Academy of Music of
Philadelphia, Inc., ask the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania for permission to:

   i) obtain loans in the aggregate principal amount of
   $3,100,000 from Sun Federal Credit Union;

  ii) enter into the debtor-in-possession credit and security
   agreement and the agreements and instruments contemplated
   thereby and to perform other and further acts as may be
   required in connection with the DIP Credit Agreement;

iii) use cash collateral; and

  iv) grant superpriority claims status to the DIP lender.

The material provisions of the DIP credit agreement includes,
among other things:

Borrower:                   The Philadelphia Orchestra Association

DIP Lender:                 Sun Federal Credit Union

DIP Facility Amount:        The total loan of $3,100,000 to be
                            made as loans on the Facility
                            Effective Date and will be structured
                            as two separate advances; one for
                            $2,000,000 and another for $1,100,000.

Interest Rates:             The Loan will bear interest on the
                            unpaid principal amount thereof from
                            the date made until repaid and the
                            interest rate will be 7-1/4% on the
                            outstanding balances of the Loan owing
                            to DIP Lender at the close of business
                            for each day during each calendar
                            month.

Post-Default Interest:      Upon the occurrence and during the
                            continuance of an Event of Default,
                            all obligations will bear interest at
                            the rate of 9-1/4% per annum until
                            paid.

Administrative Fee:         The Debtor will pay to DIP Lender on
                            the Closing Date, for its sole
                            account, an administrative fee in the
                            amount of $15,500 in total for the
                            Loans.

Repayment of Loan:          The Debtor agrees to repay in full all
                            outstanding principal amounts of the
                            Loan, and the Commitment will
                            automatically terminate and be
                            permanently reduced to zero, on the
                            Termination Date, which is the
                            earliest of, among other things: (a)
                            April 16, 2012; (b) if a plan of
                            reorganization has been confirmed by
                            order of the Bankruptcy Court.

Carve-Outs:                 The claims granted to the DIP Lender,
                            the postpetition liens and any claims,
                            security interests or liens ranking
                            pari passu with or junior in priority
                            to such claims of the DIP Lender will
                            be subject to payment of the Carve-
                            Outs.

Liens and Related Matters:  The Debtor will not, directly or
                            indirectly, create, incur, assume or
                            permit to exist any liens on or with
                            respect to the collateral of any kind,
                            whether now owned or hereafter
                            acquired.

Use of Proceeds:            The proceeds of the loan will be used
                            to fund working capital requirements,
                            operating expenses and capital
                            expenditures of the Debtor in the
                            ordinary course of the Debtor's
                            business.

Grant of Security
Interest:                   The Debtor hereby grants to DIP
                            lender, a security interest in the
                            following property now owned or at any
                            time hereafter acquired by the Debtor
                            or in which the Debtor now has or at
                            any time in the future may acquire any
                            right, title or interest.

The Debtor set an Oct. 26 hearing at 11:00 a.m., on their
requested authorization to obtain DIP financing.


PICHI'S INC: Employs Manuel A. Nunez for Labor Relations Matters
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has
authorized Pichi's Inc. to employ Manuel A. Nunez, Esq., as
special counsel.

The firm's personnel hourly rates are:

         Principal Attorneys           $200
         Associates                    $175
         Junior Associates             $150

The firm can be reached at:

         MANUEL A. NUNEZ LAW OFFICES
         PMB 157
         No. 1357 Ave. Ashford, Suite 2
         Condado, San Juan, P.R. 00907
         Tel: (787) 753-6530
         Fax: (787) 753-6597
         E-mail: mnunez@mnlawpr.com

                        About Pichi's Inc.

Pichi's Inc. owns and operates the Best Western Pichi's Hotel in
Guayanilla, Puerto Rico.  Pichi's filed for Chapter 11 bankruptcy
(Bankr. D. P.R. Case No. 11-06583) on Aug. 3, 2011.  Judge Mildred
Caban Flores initially presided over the case, which has recently
been reassigned to the Hon. Edward A. Godoy.  Charles A. Cuprill,
Esq., at Charles A. Cuprill, P.S.C., Law Offices, in San Juan,
Puerto Rico, serves as the Debtor's bankruptcy counsel.  CPA Luis
R. Carrasquillo & Co., P.S.C., serves as financial consultants.
The petition was signed by Luis A. Emmanuelli Gonzalez, president.
In its schedules, the Debtor disclosed $31,402,359 in assets and
$36,619,020 in liabilities.

Luis C. Marini, Esq., and Ubaldo M. Fernandez, Esq. --
luis.marini@oneillborges.com and ubaldo.fernandez@oneillborges.com
at O'Neill & Borges, in San Juan, Puerto Rico, represents Banco
Popular de Puerto Rico as counsel.


PLATINUM PROPERTIES: To Hand Over One Development as Settlement
---------------------------------------------------------------
American Bankruptcy Institute reports that Platinum Properties LLC
wants to hand over one of its developments to a secured lender to
settle a $21.5 million claim.

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer. Platinum acquires land, designs
the projects, obtains zoning and other approvals, and constructs
roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels serve as the Debtors' bankruptcy
counsel.  Platinum Properties disclosed $14,624,722 in assets and
$181,990,960 in liabilities as of the Chapter 11 filing.

The U.S Trustee has not yet appointed a creditors committee in the
Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


PLATINUM PROPERTIES: Has Court's Nod to Obtain $625,000 DIP Loan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana has
authorized Platinum Properties, LLC, to obtain up to $625,000 in
postpetition financing from the Ralph L. Wilfong, II Charitable
Remainder Unitrust dated May 21, 2001.

The Lender is granted valid, binding, enforceable and perfected
liens and security interests in the real estate comprising Sonoma
Section 4A, and the proceeds thereof.  The DIP Liens granted will
be first priority, senior liens.

Bank of America, NA, the existing first priority, senior
lienholder, will be paid its agreed upon release price for the
lots in Sonoma Section 4A, at closing, at which time BOA will
release its lien on the lots in Sonoma Section 4A.

MK Investment Group, LLC, and the Christel DeHaan Revocable Trust
will subordinate their liens to the DIP Liens.

A copy of the DIP financing order is available for free at:

      http://bankrupt.com/misc/platinumproperties.dkt245.pdf

As reported in the TCR on Oct. 5, 2011, Platinum Properties, LLC,
the proposed postpetition financing will enable the Debtor to fund
development costs for Section 4A of the Sonoma subdivision within
the Debtor's Maple Knoll project, thereby facilitating continued
lot sales and providing revenue to the Debtor's estate.

The terms and conditions of the proposed DIP Financing:

    (a) All advances made by the Lender under the Loan Documents
        will be validly secured by first priority liens on the DIP
        Collateral.  The DIP Collateral is subject to existing
        liens of the Subordinated Lenders, but the Subordinated
        Lenders have consented to the DIP Financing and will
        continue to receive adequate protection of their
        interests.

    (b) The total advances made pursuant to the Loan Documents
        will not exceed $652,000.

    (c) Advances made pursuant to the Loan Documents may be made
        not more frequently than monthly.

    (d) The Debtor may use the loan proceeds solely to pay the
        development and construction costs for Sonoma Section 4A.

    (e) The financing will be made at the rate of 12% per annum.
        Interest will accrue and become payable upon each lot
        sale.

    (f) The Loan will become due and payable in full on Dec. 31,
        2013.

    (g) Events of default under the Note Purchase Agreement
        include the Debtor's failure to pay principal or interest
        when it becomes due, the Debtor's failure to comply with
        any term of the Note Purchase Agreement, any
        representation or warranty made by the Debtor proves to
        have been false or materially incorrect, or the Debtor
        does not sell at least 10 lots on or before Dec. 31, 2012.

    (h) The Debtor is responsible for all reasonable expenses
        incurred by the Lender and its counsel associated with the
        negotiating, documenting, and obtaining approval of the
        DIP Financing.

    (i) The Lender's agreement to provide the postpetition
        financing is conditioned on (i) the Court's entry of an
        order approving the DIP Financing, and (ii) the execution
        of an Intercreditor and Subordination Agreement by and
        between the Debtor, the Lender, and the Subordinated
        Lenders.

    (j) The proposed DIP Financing provides that the Lender is
        entitled to the protections of Section 364(e) of the
        Bankruptcy Code.

    (k) The Lender is entitled to an expedited hearing seeking
        termination of the automatic stay as to the DIP Collateral
        upon an Event of Default.

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer.  Platinum acquires land,
designs the projects, obtains zoning and other approvals, and
constructs roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels serve as the Debtors' bankruptcy
counsel.  Platinum Properties disclosed $14,624,722 in assets and
$181,990,960 in liabilities as of the Chapter 11 filing.

The U.S Trustee has not yet appointed a creditors committee in the
Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


PLATINUM PROPERITIES: Stipulation on Use of Wilfong Cash Approved
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana has
approved the stipulation by and between Platinum Properties, LLC,
and the Ralph L. Wilfong, II Charitable Remainder Unitrust dated
May 21, 2001, authorizing the Debtor's use of the Wilfong cash
collateral.

A copy of the order approving the cash collateral stipulation is
available for free at:

      http://bankrupt.com/misc/platinumproperties.dkt246.pdf

As reported in the TCR on Oct. 5, 2011, the Debtor will use the
Wilfong Cash Collateral to repay the Wilfong Loan, and for
ordinary and necessary operating expenses, including the
reasonable and customary expenses normally identified on a HUD-1
Settlement Statement, payroll expenses, utility services, payroll
taxes, insurance, supplies and equipment, vendor and supplier
services, and other expenditures as are necessary for operating
the Debtors' businesses, including Sonoma Section 4A and
maintaining the Wilfong Collateral.

Platinum has offered the Lender the following as adequate
protection for use of the Wilfong Cash Collateral:

     a. Platinum agrees to maintain insurance on the Wilfong
        Collateral;

     b. Platinum will use the Wilfong Cash Collateral to repay the
        Wilfong Loan and for the operation, maintenance and upkeep
        of the Wilfong Collateral and for expenses incurred in the
        ordinary course of business; using the Wilfong Cash
        Collateral for the operation, maintenance and upkeep of
        Sonoma Section 4A in the ordinary course of business will
        protect the interests of Lender in the Wilfong Collateral;

     c. In addition to the reports prepared and distributed to
        Project Lenders prior to the Petition Date, commencing on
        the first day of the month after Court approval of this
        Stipulation and Agreed Entry, while Platinum is authorized
        to use the Wilfong Cash Collateral, Platinum will provide
        Lender a monthly operating report, as agreed to by
        Platinum and Lender or as ordered by the Court, which will
        include an actual cash statement of amounts spent in the
        previous month;

     d. Platinum will within two business days of the occurrence
        of the same, promptly give Lender notice of the occurrence
        of any event or any matter which has resulted or will
        result in a material adverse change in the business,
        assets, operations or financial condition of Platinum;

     e. Upon the sale of any of the lots in Sonoma Section 4A,
        Platinum will immediately pay to Lender an amount equal to
        85% of the net sales price of the residential lot or
        parcel at Sonoma Section 4A, to be applied against the
        indebtedness owed to Lender by Platinum as provided under
        the Loan Documents.  Platinum may use 5% of the net sales
        price as Wilfong Cash Collateral, and Platinum will
        deposit 5% of the net sales price into a segregated
        account for the payment of professional fees incurred in
        the Chapter 11 case.  The remaining 5% of the net sales
        price will be paid to MK Investment Group, LLC and the
        Christel DeHaan Revocable Trust pursuant to the provisions
        of the adequate protection agreement between Platinum and
        the Subordinated Lenders previously approved by the Court,
        including any amendments, supplements, or other
        modifications subsequently approved by the Court;

     f. Other Project Lenders have entered into similar
        stipulations pursuant to which a portion of lot sale
        proceeds will be deposited into the Professional Fee
        Account.  In the event that a balance remains in the
        Professional Fee Account at the conclusion of these
        bankruptcy cases after all professional fees have been
        incurred and paid for, the Excess Balance will be returned
        to Lender and other Project Lenders in the same proportion
        as the Lender and other Project Lenders lot sale proceeds
        were contributed to the Professional Fee Account.  The
        Lender will have a valid and enforceable first priority
        properly perfected lien on the Professional Fee Account,
        pari passu with the liens of other Project Lenders
        contributing to the Professional Fee Account, without need
        to file or perfect or any further documentationto secure
        the return of any Excess Balance.

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer.  Platinum acquires land,
designs the projects, obtains zoning and other approvals, and
constructs roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels serve as the Debtors' bankruptcy
counsel.  Platinum Properties disclosed $14,624,722 in assets and
$181,990,960 in liabilities as of the Chapter 11 filing.

The U.S Trustee has not yet appointed a creditors committee in the
Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


PLATINUM PROPERTIES: 2nd Amended Stipulation on MK Cash Use Okayed
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana has
approved the second amended final stipulation by and among
Platinum Properties, LLC, MK Investment Group, LLC, and
ChristelDeHaan, as Trustee of the Christel DeHaan Revocable Trust
dated Dec. 31, 1992, authorizing the Debtor's use of the Wilfong
cash collateral.

A copy of the order approving the second amended final cash
collateral stipulation is available for free at:

      http://bankrupt.com/misc/platinumproperties.dkt247.pdf

As reported in the TCR on Oct. 11, 2011, paragraph 12(e) of the
Amended Final Stipulation and Agreed Entry is deleted in its
entirety and is replaced and superseded by the following:

12(e). For the sale of any Maple Knoll lots (excluding lots in
       Sonoma Section 5 and the office parcel) to the extent that
       any of the Maple Knoll lots are sold at the listed minimum
       price (or higher) (the "Minimum Lot Sales Price") as set
       forth in the loan documents of Bank of America or any
       successor first lien lender to Bank of America (such as the
       Ralph L. Wilfong, II Charitable Remainder Unitrust Dated
       May 21, 2001 as to Sonoma Section 4A) (the "First Lien
       Lender"), the Release Price (as defined in the First Lien
       Lender loan documents) shall be an amount equal to the
       greater of (i) as to Bank of America, eighty-five percent
       (85%), and as to any other First Lien Lender, the
       negotiated percentage of the net sales price of the
       residential lot or parcel at the specific project at which
       the lot is sold (such net sales price being the gross sales
       price less customary broker commissions and closing costs),
       or (ii) 100% of the Minimum Lot Sales Price; and if the
       foregoing criteria are met, Platinum price exceeds the
       Release Price, (i) Platinum shall immediately pay the
       lesser of one-third (1/3) of the balance remaining after
       the First Lien Lender Lot Sale Proceeds and five percent
       (5%) to MK Investment to be applied against the
       indebtedness owed to MK Investment as provided under the
       Loan Documents and to the DeHaan Trust to be applied
       against the indebtedness owed to the DeHaan Trust as
       provided under the Loan Documents after all indebtedness
       owed to MK Investment by Platinum pertaining to the Maple
       Knoll Collateral has been paid in full (collectively, the
       "MK Lender Lot Sale Proceeds"), (ii) Platinum shall deposit
       the lesser of one-third (1/3) of the balance remaining
       after the First Lien Lender Lot Sale Proceeds and five
       percent (5%) of the net sales price (the "MK Professional
       Fee Account Funding Formula") into a segregated account
       (the "Professional Fee Account") for the payment of
       professional fees incurred in the Chapter 11 case (the
       "Professional Fee Proceeds"); and (iii) Platinum may use
       the balance remaining after the First Lien Lender Lot
       Sale Proceeds and the Professional Fee Proceeds, plus the
       Road Impact Fees (as defined in the First Lien Lender loan
       documents) collected by Platinum as Maple Knoll Cash
       Collateral (the "MK Operating Proceeds");

A copy of the order approving the amended final stipulation
authorizing the Debtor's use of Lender's cash collateral dated
June 8, 2011 [Docket No. 146] is available for free at:

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

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer.  Platinum acquires land,
designs the projects, obtains zoning and other approvals, and
constructs roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels serve as the Debtors' bankruptcy
counsel.  Platinum Properties disclosed $14,624,722 in assets and
$181,990,960 in liabilities as of the Chapter 11 filing.

The U.S Trustee has not yet appointed a creditors committee in the
Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


POLYONE CORP: S&P Affirms 'BB-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Ohio-based PolyOne Corp. The outlook is stable.

At the same time, Standard & Poor's assigned a 'BB-' issue-level
rating (the same as the corporate credit rating) and '4' recovery
rating on PolyOne's proposed $300 million term loan B due 2017.
The '4' recovery rating reflects our expectation of average
recovery (30% to 50%) in the event of a payment default.

PolyOne plans to use funds from the proposed term loan, along with
cash on hand, to fund its approximately $486 million purchase of
ColorMatrix Group Inc. The acquisition should close later this
year, subject to customary closing conditions and regulatory
approvals.

"We characterize PolyOne's business risk profile as weak," said
Standard & Poor's credit analyst Ket Gondha. Competitive markets
limit pricing power in its businesses, and its earnings fluctuate
according to volatility in raw material costs and economic cycles.

Recessionary conditions reduced demand in the key automobile,
housing, and construction end markets, though a subsequent solid
rebound in volumes across many product lines and the automotive
end market have had a positive impact on revenues. "We believe a
gradual recovery of the housing market, which remains at weak
levels, will support further growth in revenue over the next few
years," Mr. Gondha added.

PolyOne, formed through the merger of Geon Co. and M.A. Hanna Co.,
generated revenues of about $2.7 billion for the 12 months ended
June 30, 2011. The company divides its operations into four
businesses: performance products and solutions, distribution
(about 33% of revenue), and the global color and engineered
materials businesses, which will include ColorMatrix going
forward. ColorMatrix produces liquid colorant and additives and
generated about $200 million of revenues for the 12 months ended
June 30, 2011.


PRECISION OPTICS: Amends Compensation Agreements with Executives
----------------------------------------------------------------
Richard E. Forkey, Precision Optics Corporation, Inc.'s then Chief
Executive Officer, Joseph N. Forkey, the Company's then Chief
Scientific Officer and current Chief Executive Officer, and Joel
N. Pitlor, the Company's director, agreed to make certain
adjustments to their salaries and benefits on Dec. 3, 2010.  As
part of those Compensation Agreements, each individual agreed to
convert his deferred salary into shares of the Company's common
stock.

On Oct. 14, 2011, the Company amended the Compensation Agreements
to extend the deadline by which the Company was required to issue
the shares of common stock.

                      About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company reported a net loss of $1.05 million on $2.24 million
of revenue for the fiscal year ended June 30, 2011, compared with
a net loss of $660,882 on $3.09 million of revenue during the
prior year.

The Company's balance sheet at June 30, 2011, showed $1.12 million
in total assets, $2.31 million in total liabilities, all current,
and a $1.19 million total stockholders' deficit.

As reported in the TCR on Sept. 27, 2010, Stowe & Degon LLC, in
Westborough, Mass., expressed substantial doubt about Precision
Optics' ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2010.  The
independent auditors noted that the Company has suffered recurring
net losses and negative cash flows from operations.


PREMIER GOLF: Inks Agreement With Far East National Bank
--------------------------------------------------------
Premier Golf Properties LP and Far East National Bank inked an
agreement, which sets a timetable for the filing of court papers
related to the bank's prior motion to lift the automatic stay.

A full-text copy of the agreement is available without charge at
http://bankrupt.com/misc/PremierGolf_StipulationFENB.pdf

FENB, a secured creditor of Premier Golf, filed the motion last
month to lift the stay so that it could exercise its rights with
respect to a real property located at 3121 Willow Glen Drive,
El Cajon, in California.

A status conference on the motion is scheduled for November 3,
2011.

                About Premier Golf Properties, LP

El Cajon, California-based, Premier Golf Properties, LP dba
Cottonwood Golf Club, owns and operates two 18-hole golf courses
referred to as the Ivanhoe course and the Lakes course, and
associated facilities which includes a golf range.  The Company
filed for Chapter 11 protection (Bankr. S.D. Calif. Case No. 11-
07388) on May 2, 2011.  Peter W. Bowie presides over the case.
Jack F. Fitzmaurice, Esq., at Fitzmaurice & Demergian, in Chula
Vista, California, represents the Debtor.  The Debtor estimated
assets and liabilities at $10 million to $50 million.

Richard J. Frick, Esq., Ralph Ascher, Esq., and Richard Vergel de
Dios, Esq., at Frick Pickett & McDonald LLP, in Garden Grove,
Calif., represent Secured Creditor Far East National Bank as
counsel.


R&J MOTORS: First Bank de PR Wants Cash Collateral Use Disallowed
-----------------------------------------------------------------
First Bank de Puerto Rico asks the U.S. Bankruptcy Court for the
District of Puerto Rico to reconsider the Court's order denying
its request to prohibit R&J Motors Corp. from further use of its
cash collateral, and further sales of vehicles without the Court
or Firstbank's authorization.

On Oct. 6, 2011, the Hon. Brian K. Tester stated that the creditor
cited no statutory authority or case law to allow the Court to
grant such a request during the "gap period" in an involuntary
petition.  Section 303(f) of the Code provides that the Debtor may
continue to operate its business in the period between the
involuntary filing and the entry of the order for relief.

Firstbank is the Debtor's main secured creditor, and is owed
approximately $23,327,155 related to several credit facilities
plus attorneys' fees and other charges.  Firstbank's claim is
secured by certain real properties, and by all of the Debtor's
equipment, accounts receivables, etc.

In its motion to prohibit cash use, Firstbank asserted that if the
Debtor does not repay the Bank on the loan secured by the unit
which is sold, he is in default.  Firstbank continued that it is
exposed to the depletion of its collateral without adequate
protection if the Debtor is allowed to use and sell Firstbank's
collateral.  In addition, Firstbank said that the Debtor is not
operating at full capacity and has glaring security issues which
puts Firstbank's collateral at risk.

Firstbank also requested that the Court enter an order for the
Debtor to provide security measures to adequately protect the
units which form part of the Bank's collateral.

Firstbank is represented by:

          Rafael A. Gonzales Valiente, Esq.
          LATIMER, BIAGGI, RACHID & GODREAU
          P.O. Box 9022512
          San Juan, PR 00902-2515
          Tel: (787) 724-0230
          Fax: (787) 724-9171
          E-mail: rgonzales@lbrglaw.com

                     About R & J Motors, Corp.

San Juan, Puerto Rico-based R & J Motors, Corp.'s main business is
a car dealership with several locations across the island.  The
Company operates the dealerships under the business name of Autos
del Caribe.  The Company has dealerships in Rio Piedras, Ave.,
Kennedy, Canovanas and Fajardo.

Angel R. Marzan Santiago, Impact Extermination, Inc., and Walter
Martinez filed an involuntary Chapter 11 protection for R & J
Motors, Corp. (Bankr. D. P.R. Case No. Case Number 11-07952) on
Sept. 18, 2011.  The petitioners are represented by Alexis Fuentes
Hernandez, Esq., at Fuentes Law Offices (E-mail: alex@fuentes-
law.com).


RADLAX GATEWAY: Can Access Cash Collateral Until Feb. 22
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
issued a 13th interim order for RadLAX Gateway Hotel, LLC, and
its debtor-affiliates to use the Lender's cash collateral,
including, but not limited to, that cash collateral relating to
the Hotel's room revenues and food and beverage revenues, and any
other collateral in which the Lender has an interest to pay
operating expenses of the hotel, in accordance with the approoved
budget.

The Debtor may not pay any of its professional fees from the
Lender's collateral absent further order of the Court.

A further hearing on the Debtors' use of cash collateral is set
for Feb. 22, 2012, at 10:30 a.m.  Objections, if any, are due on
or before Feb. 15, 2012.

A copy of the 13th interim cash use order is available for free
at http://bankrupt.com/misc/radlax.13thinterimorder.dkt501.pdf

                    About RadLAX Gateway Hotel

Oak Brook, Illinois-based RadLAX Gateway Hotel, LLC, operates a
hotel.  The Company and its affiliates filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case Nos. 09-30047 - 09-30032) on
Aug. 17, 2009.  Brian A. Audette, Esq., and David M. Neff, Esq.,
at Perkins Coie LLP, in Chicago, Illinois, represent the Debtors
in their restructuring efforts.  RadLAX estimated $50 million to
$100 million in assets and up to $500 million in debts.


RCC SOUTH: Debtor Objects to SFI Belmont's Plan Disclosures
-----------------------------------------------------------
RCC South, LLC, asks the Court to deny approval of the disclosure
statement filed by secured lender SFI Belmont LLC because it does
not contain "adequate information" and because it does not provide
for the solicitation of a creditor/equity security holder
"preference" vote.

Philip R. Rudd, Esq., at Polsenelli Shughart, P.C., tells the
Court that the Belmont Disclosure Statement cannot be approved
because it contains false and misleading information regarding the
Debtor, its management, and certain claims against the estate.
The Belmont Disclosure Statement should not be disseminated to
creditors with false and misleading information.

Mr. Rudd adds that the Belmont Disclosure Statement does not, but
must, adequately explain the method by which the Debtor's Property
will be "transferred," free and clear of all liens, claims and
encumbrances, to Belmont under "SFI Belmont LLC's Plan of
Reorganization Dated September 2, 2011."  Since the Bankruptcy
Code only authorizes a transfer of property free and clear of
liens, claims and encumbrances through a sale of the property, the
Belmont Disclosure Statement and Belmont Plan must more thoroughly
describe the terms and conditions of any sale, particularly with
respect to the rights of third parties that could be affected by
the sale.

Further, Mr. Rudd notes that the Disclosure Statement appears to
indicate that Belmont does not intend to solicit votes regarding
the Belmont Plan from any creditors or interest holders other than
Belmont.  However, because the Debtor has also filed, and is
seeking confirmation of, its own plan of reorganization, it is
necessary that creditors and interest holders be provided an
opportunity, through balloting, to express their preferences with
respect to each competing plan of reorganization. Indeed, the
Court must "consider the preferences of creditors and equity
security holders in determining which plan to confirm."  Without
balloting from all creditors and equity security holders with
respect to the Belmont Plan, the Court will not be in a position
to apply the mandatory provisions of ? 1129(c).

As reported in the TCR on Sept. 2, 2011, Lender SFI Belmont LLC,
successor-in-interest to iStar FM Loans LLC, a secured creditor
and party-in-interest in the bankruptcy case of RCC South, LLC,
filed a disclosure statement to accompany its Plan of
Reorganization of the Debtor, dated Sept. 2, 2011.

                       Termination of Stay;
     Aug. 22 Confirmation Hearing on Debtor's Plan Vacated

Although the Debtor initially filed a Chapter 11 plan of
reorganization on Nov. 24, 2010, it subsequently filed three
amended plans: on Feb. 18, 2011, March 16, 2011, and April 19,
2011.

Due to the Debtor's failure to file a confirmable plan of
reorganization within the time period set forth in Bankruptcy Code
Section 1121(d) and extended by the Court at the Debtor's request,
the Debtor filed its "Motion to Further Extend the Exclusive
Period to Obtain Acceptances of Debtor's Proposed Plan of
Reorganization" [Dkt. No. 164] (the "Exclusivity Motion").
Belmont responded with its "Objection to `Motion to Further Extend
the Exclusive Period to Obtain Acceptances of Debtor's Proposed
Plan of Reorganization'" [Dkt. No. 182] (the "Exclusivity
Objection").  A hearing on the Exclusivity Motion was conducted on
June 29, 2011.  Thereafter, the Debtor filed various pleadings and
declarations to try to support its position.

On July 25, 2011, the Court entered an "Order Setting Hearing on
the Second Motion to Modify Exclusivity Period and Whether the
Debtor has Materially Modified its Plan of Reorganization." [Dkt.
No. 230.]  That Order notified the Debtor that if the Court
concluded at an evidentiary hearing set for Aug. 11, 2011, that
the Debtor had to start the disclosure process over and re-solicit
its Debtor Plan to Creditors and interested parties, then Belmont
could have stay relief.

At an evidentiary hearing on Aug. 11, 2011, the Court terminated
the automatic stay to allow Belmont to notice a trustee's sale of
its collateral.  The confirmation trial set for Aug. 22, 2011, was
vacated, and the Court indicated it would allow the Debtor until
Sept. 6, 2011, to file a new plan and disclosure statement.  The
Court also agreed that Belmont could file the Lender Plan and this
Disclosure Statement.

Pursuant to the Court's written order confirming the vacatur of
the stay, Belmont commenced its non-judicial foreclosure sale of
the Debtor's Property, which sale will be conducted on Nov. 29,
2011, at 10:00 a.m.  In the event the Lender Plan is not confirmed
prior to the time the foreclosure sale can be conducted, Belmont
retains the right to withdraw the Lender Plan rather than seeking
confirmation of the Lender Plan, and conduct the foreclosure sale
of the Property instead.

                           Plan Summary

The Lender Plan contemplates appointment of a Plan Administrator
who will establish a Trust from which most of the Debtor's
creditors, except those who own or are otherwise closely
affiliated with the Debtor, will be paid in full.

The Plan also contemplates a transfer of the Debtor's Property to
Belmont, free and clear of all liens, claims, interests and
encumbrances, except for Permitted Encumbrances, in satisfaction
of $55,000,000 of the Belmont Secured Claim (Class 3) and in
consideration for Belmont's agreement to waive its Unsecured Claim
(Class 4), in the amount of approximately $22,000,000, against the
Debtor only, and in consideration for Belmont providing the
Belmont Plan Funding, which will be used to pay the Allowed Claims
against the Debtor.

The Lender's Plan designates 6 Classes of Claims and 1 Class of
Interest:

Class       Description                Status     Voting Rights
-----       -----------                ------     -------------
  1   Fennemore Craig Secured Claim  Unimpaired  Deemed to Accept
  2   LarsonAllen Secured Claim      Unimpaired  Deemed to Accept
  3   Belmont Secured Claim          Impaired    Entitled to Vote
  4   Belmont Unsecured Claim        Impaired    Entitled to Vote
  5   General Unsecured Claims       Unimpaired  Deemed to Accept
  6   Insider Claims                 Impaired    Deemed to Reject
  7   Membership Interests           Impaired    Deemed to Reject

Administrative Claims, Priority Tax Claims and Other Priority
Unsecured Claims, which are unclassified, if and when allowed,
will be paid in full.

Holders of General Unsecured Claims, once allowed, will be paid in
full in cash on the Effective Date or the Claim Payment Date if a
Class 5 General Unsecured Claim is not an Allowed Claim on the
Effective Date.

Class 6 Insider Unsecured Claims will not receive or retain
anything on account of any Insider Claims and no Insider will be
allowed to offset or recoup any amounts such Insider contends is
owed to it/him/her by the Debtor.

All Class 7 Interests in the Debtor will be canceled and no holder
of a membership Interest will receive or retain anything on
account of the Lender Plan.

A copy of the disclosure statement accompanying the Lender Plan is
available for free at http://is.gd/ucJdhb

Counsel for SFI Belmont LLC can be reached at:

         Susan G. Boswell, Esq.
         Elizabeth S. Fella, Esq.
         QUARLES & BRADY LLP
         Tucson, AZ 85701

                         About RCC South

Scottsdale, Arizona-based RCC South, LLC, owns and operates two
Class A" office buildings known as Phase III and Phase IV of the
Raintree Corporate Center in Scottsdale Arizona.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case
No. 10-23475) on July 27, 2010.  John J. Hebert, Esq., Philip R.
Rudd, Esq., and Wesley D. Ray, Esq., at Polsenelli Shughart, P.C.,
in Phoenix, Ariz., assist the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $50 million
to $100 million as of the Petition Date.


RCC SOUTH: Seeks Approval of Plan Stipulation with Laser Spine
--------------------------------------------------------------
RCC South, LLC, seeks approval of a stipulation with Laser Spine
Surgery Center of Arizona, LLC, as Tenant to a lease of an office
space at 8888 East Raintree Drive in Scottsdale, Ariz.  Pursuant
to the Lease, the Debtor had an obligation to reimburse Tenant
for tenant improvement costs in the amount of $357,300.

The Debtor and the Tenant enter into a stipulation in order to
address (i) the Debtor's asserted claim for payment resulting from
the alleged underpayment of post-petition rents, (ii) the Claim,
(iii) the Tenant's desire to remove additional space from the
premises that it leases from the Debtor, (iv) the Tenant's
objections to the treatment of the Claim in the Plan, and (v) SFI
Belmont LLC's objections to the Plan based on the Debtor's
treatment of the claim and the post-petition rent credits taken by
the Tenant.  The stipulation will allow the Debtor to retain the
Tenant as an important tenant at the Building; and adjust the
landlord/tenant and mutual creditor/debtor relationship between
the Debtor and the Tenant.

The terms of the stipulation are:

     A. The Debtor will amend the Plan to incorporate the terms of
        the Stipulation.

     B. Provided all of the conditions of this stipulation are
        satisfied, on the Effective Date of the Amended Plan, the
        Debtor will reject the lease and any and all amendments
        pursuant to the order confirming the Amended Plan.  The
        Debtor's proposed rejection of the Lease is conditioned on
        the entry of a final, non-appealable order confirming the
        Amended Plan that is consistent with the terms of the
        stipulation.  In the event that a final, non-appealable
        order confirming the Amended Plan is not entered,
        notwithstanding anything to the contrary in the
        stipulation, the Debtor will not reject the Lease, the
        stipulation will be ineffective, and Tenant will remain in
        possession of the Premises pursuant to the terms of the
        Lease.

     C. As of the Effective Date of the Amended Plan, the Debtor
        and the Tenant will execute and enter into a new lease
        with respect to Tenant's occupancy of space at the
        Building.  The effectiveness of the New Lease is
        conditioned on the entry of a final, non-appealable order
        confirming the Amended Plan.  In the event that a final,
        non-appealable order confirming the Amended Plan is not
        entered, the Tenant will remain in possession of the
        premises pursuant to the terms of the Lease.

     D. The amended plan will provide that the "Non-disturbance
        and Attornment Agreement" between and among the Debtor,
        the Tenant and Belmont's predecessor-in-interest, iStar,
        dated May 30, 2008, applies to the New Lease and will
        remain in full force and effect with respect to the New
        Lease notwithstanding the rejection of the Lease.  In the
        event that a final, non-appealable order with the
        provision is not entered, the Lease will not be rejected,
        this Stipulation will be null and void, and the Tenant
        will remain in possession of the Premises pursuant to the
        terms of the Lease.

     E. The New Lease will be on the same general terms as the
        Lease and will contain additional terms and conditions.

     F. As of the Effective Date of the Amended Plan, Tenant will
        issue and deliver to the Debtor a promissory note in the
        amount of $381,813.08 in exchange for the Debtor's
        asserted claim for payment resulting from the alleged
        underpayment of post-petition rents.  The Rent Note will
        require monthly payments of principal and interest, at the
        rate of 4% per annum, fully amortized and due and payable
        on the first anniversary of the Effective Date.  Thus, the
        monthly payments from Tenant to the Debtor under the Rent
        Note will be $32,511.35 per month.

     G. The Amended Plan will provide that all payments under the
        Rent Note will be immediately delivered to Belmont without
        any reduction in the amount of Belmont's post-confirmation
        claim against the Reorganized Debtor.

     H. The Amended Plan will provide that the Tenant's pre-
        petition claim against the Debtor for unreimbursed tenant
        improvement costs, plus interest, in the amount of
        $381,813.08 will be separately classified in its own
        class.

     J. To the extent that Tenant incurs any damages from the
        rejection of the Lease, Tenant agrees that any claims for
        damages are incorporated in treatment of its claim.

     K. The Debtor and the Tenant agree and acknowledge that the
        treatment of the Tenant's pre-petition claim in the
        Amended Plan impairs the claim against the Debtor.

     L. The Tenant agrees to the alternative treatment of its
        claim as provided in the Amended Plan and will vote in
        favor of the Amended Plan.

Laser Spine Surgery Center of Arizona, LLC, is represented by:

        Donald L. Gaffney, Esq.
        Benjamin W. Reeves, Esq.
        SNELL & WILMER LLP
        One Arizona Center, 400 E. Van Buren
        Phoenix, Arizona 85004-2202
        Tel: (602) 382-6254
        E-mail: dgaffney@swlaw.com

                         About RCC South

Scottsdale, Arizona-based RCC South, LLC, owns and operates two
Class A" office buildings known as Phase III and Phase IV of the
Raintree Corporate Center in Scottsdale Arizona.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case
No. 10-23475) on July 27, 2010.  John J. Hebert, Esq., Philip R.
Rudd, Esq., and Wesley D. Ray, Esq., at Polsenelli Shughart, P.C.,
in Phoenix, Ariz., assist the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $50 million
to $100 million as of the Petition Date.


R.E. LOANS: Employs Mackinac Partners as Interim Managers
---------------------------------------------------------
R.E. Loans LLC and its Debtor affiliates has sought and obtained
authority to employ Mackinac Partners and James A. Weissenborn to
provide interim management and management assistance for the
interim period from the Petition Date through October 6, 2011.

Mackinac will serve as the sole manager of R.E. Loans and R.E.
Future.

Mr. Weissenborn will be the Chief Restructuring Officer and the
sole director and president of Capital Salvage.

Mackinac and Mr. Weissenborn will submit regular interim and final
fee applications based on the applicable provisions of the
Bankruptcy Code, Federal Rules of Bankruptcy Procedure, the Local
Rules of Bankruptcy Procedure, orders of the Court, and guidelines
established by the United States Trustee that apply to
compensation of professionals, in the same manner as professionals
employed by the Debtors.

                         About R.E. Loans

R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt and Gardere, Wynne and Sewell, represent the Debtors as
counsel.  James A. Weissenborn at Mackinac serves as R.E. Loans'
Chief Restructuring Officer.  In its petition, R.E. Loans
estimated $100 million to $500 million in assets and debts.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.


R.E. LOANS: Files Schedules of Assets and Liabilities
-----------------------------------------------------
R.E. Loans, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $68,125,000
  B. Personal Property          $645,497,015
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $884,437,124
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,565,662
                                 -----------      -----------
        TOTAL                   $713,622,015     $886,002,786

Debtor-affiliates also filed their respective schedules,
disclosing:

    Company                          Assets        Liabilities
    -------                          ------        -----------
R.E. Future, LLC                  $146,066,011     $170,521,840

Capital Salvage, a California
  corporation                     $101,467,586     $103,184,336

                         About R.E. Loans

R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt and Gardere, Wynne and Sewell, represent the Debtors as
counsel.  James A. Weissenborn at Mackinac serves as R.E. Loans'
Chief Restructuring Officer.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.


READER'S DIGEST: Puts Allrecipes Brand Up for Sale
--------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Reader's Digest
Association Inc. on Thursday said it is looking to sell its
Allrecipes brand, the latest move from the publishing and
marketing company as it focuses its strategy on core properties.

                      About Reader's Digest

Headquartered in Pleasantville, New York, The Reader's Digest
Association, Inc, -- http://www.rda.com-- is a global publisher
and direct marketer of products including magazines, books,
recorded music collections and home videos.  Products include
Readers Digest magazine, which is published in 50 editions and
21 languages.  Annual revenues approximate US$2.4 billion.

The company has offices in Australia, Hong Kong, Malaysia,
Taiwan, Philippines and Singapore.

                         *     *     *

The Troubled Company Reporter - Asia Pacific reported on
February 21, 2007, that Moody's Investors Service placed The
Reader's Digest Association, Inc.'s Ba1 Corporate Family Rating
and Ba2 senior unsecured note rating on review for possible
downgrade.  The review is prompted by increasing debt to fund
acquisitions and return of capital to shareholders,
deterioration in cash generation, and Moody's concern regarding
the company's weakened liquidity position.

Another TCR-AP report said that Standard & Poor's Ratings
Services placed its ratings, including the 'BB' corporate credit
and 'BB-' senior unsecured debt ratings, on Reader's Digest
Association Inc. on CreditWatch with negative implications.


REALOGY CORP: IPO Hopes Improved by Apollo Debt Conversion Option
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Realogy Corp. is
looking at a slow but steady housing market recovery to improve
its performance, shed some debt and prepare for an initial public
offering in the next 18 months or so, according to Chief Financial
Officer Tony Hull.

                       About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $21 million on $1.18 billion of net revenues for the three
months ended June 30, 2011, compared with net income of $223
million on $1.25 billion of net revenues for the same period
during the prior year.

The Company also reported a net loss of $258 million on $2.01
billion of net revenues for the six months ended June 30, 2011,
compared with net income of $26 million on $2.07 billion of net
revenues for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $7.98 billion
in total assets, $9.29 billion in total liabilities, and a $1.31
billion total deficit.

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the U.S.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.


REALOGY CORP: Bank Debt Trades at 16% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 83.75 cents-on-the-
dollar during the week ended Friday, Oct. 21, 2011, an increase of
2.38 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 10, 2016, and
carries Moody's B1 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 97 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $21 million on $1.18 billion of net revenues for the three
months ended June 30, 2011, compared with net income of $223
million on $1.25 billion of net revenues for the same period
during the prior year.

The Company also reported a net loss of $258 million on $2.01
billion of net revenues for the six months ended June 30, 2011,
compared with net income of $26 million on $2.07 billion of net
revenues for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $7.98 billion
in total assets, $9.29 billion in total liabilities, and a $1.31
billion total deficit.

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the U.S.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.


REDCO DEVELOPMENT: Sterling Savings Wants Settlement Implemented
----------------------------------------------------------------
Sterling Savings Bank filed with the U.S. Bankruptcy Court for the
District of Oregon its objection to Redco Development Co., LLC's
Second Amended Plan of Reorganization.

Sterling related that its has reached an agreed resolution with
the Debtor, which will require amendment to the Plan.  The
principal terms of the settlement included:

   -- Sterling secured claim is $1,754,159;

   -- Sterling's secured claim will be paid as -- interest
   at 4.5% for the first 36 months, and 5.25% for months 37-84,
   amortized over 30 years, with payment in full at the end of 84
   months;

   -- if the Department of Justice adds 1,500 square fee of space,
   Sterling will finance up to $45,000 in tenant improvements.
   Interest would accrue at 4.5% for nine months after the DOJ
   moves into the space, then increase to 5.25% for the remainder
   of the 84 months, amortized over 30 years with payment in full
   at the end of 84 months.  Any advances will be added to the
   amount of Sterling's secured claim.

Sterling noted that upon appropriate amendment to the Plan, the
objection will be withdrawn and Sterling's vote to reject the plan
will be changed to a vote accepting the Plan.

The objection is filed to ensure implementation of the settlement,
and to preserve Sterling's rights to object to the Plan if no
amendment occurs.  Sterling reserves the right to object to the
Plan on any and all grounds in the event the settlement between
the parties is not consummated.

According to the Debtor's docket, the Oct. 4 confirmation hearing
was held and taken under advisement.

Sterling is represented by:

         Daniel J. Gibbons, Esq.
         WITHERSPOON KELLEY, PS
         422 W. Riverside, Suite 1100
         Spokane, WA 99201
         Tel: (509) 624-5265
         Fax: (509) 428-2717
         E-mail: djg@witherspoonkelley.com

               About Redco Development Co., LLC

Medford, Oregon-based Redco Development Co., LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Ore.  Case No. 10-
64783) on Aug. 3, 2010.  James Ray Streinz, Esq., who has an
office in Portland, Oregon, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


REID PARK: Plan Disclosures Denied on Lack of Info on "New Money"
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has denied
approval of Reid Park Properties LLC's second amended disclosure
statement dated Sept. 9, 2011, for its first amended plan of
reorganization dated Sept. 9, 2011.

The Court said no information is provided about the source and
terms of a $1.7 million dollar "new money" infusion.  The amended
disclosure statement also fails to disclose the status of a
licensing agreement with Hilton Hotels.  In addition the Debtor
has added numerous provisions to Sections XI and XII, and
creditors are entitled to review those additional terms before an
amended disclosure statement is approved.

On Sept. 29, 2011, LNR Partners/WBCMT 2007-C31 South
Alvernon Way, LLC ("Lender"), by its counsel, submitted its
objection to the Debtor's second amended disclosure statement.

The Lender told the Court that the second amended disclosure
statement should not be approved because:

A. It fails to disclose the identities of the new investors and
   their financial ability to fund the $1.7 million capital
   contribution contemplated by the First Amended Plan.  The
   Debtor's promise to disclose this information "approximately
   14 days prior to confirmation"deprives Lender and other
   parties in interest from properly evaluating the merits of
   Debtor's First Amended Plan and in any event does not comply
   with the express provisions of the Court's Disclosure Statement
   Order (denying Debtor's request for approval of the First
   Amended Disclosure Statement), which required Debtor to provide
   such detailed information in its second amended disclosure
   statement.

B. The Debtor's second amended disclosure Statement fails to
   explain why these unidentified new investors are provided the
   exclusive opportunity to make such an investment and why
   creditors, such as Lender, are not afforded an opportunity to
   bid for the Debtor's equity.  The Lender said the Debtor should
   be compelled to disclose what authority supports its attempt to
   preclude other interested parties, such as Lender, from
   investing in Debtor.

As reported in the TCR on Sept. 21, 2011, Reid Park Properties,
LLC, filed on Sept. 9, 2011, a proposed second amended disclosure
statement for its first amended plan of reorganization dated
Sept. 9, 2011.

Not all creditors will be paid the full amount of their allowed
claims.  The Debtor, through participating investors, is infusing
a minimum of $1,700,000 to be used by the Debtor for payments to
creditors, making required renovations to property, to replace
older furniture and other renovations, and to meet the
requirements of the most recent Hilton Evaluation.

Current principals of the Debtor do not propose to retain their
interest in the debtor.  Any new monies not used for repairs,
maintenance and renovations will also be used as operating
reserves to cover any operating shortfalls.

These proceeds, in conjunction with the Property's revenues and
inherent future appreciation, will provide the necessary funds to
Debtor to pay creditors under the Plan.

The Plan designates 21 Classes of Claims and Interests:

Class 1.  Administrative Claims
Class 2.  Employee Priority Claims
Class 3.  Claims of Governmental Units
Class 4.  Secured Ad Valorem Real Property Tax Claims
Class 5.  Secured Claim of LNR Partners
Class 6.  Deficiency Claims of LNR Partners
Class 7.  Second Lien Claim of Arbor Realty Funding
Class 8.  Secured Claim of Lloyd Construction
Class 9.  Secured Claim of Ford Motor Credit Company
Class 10. Secured Claim of TCR Equipment Services
Class 11. Secured Claim of Toyota Motor Credit
Class 12. Secured Claim of PNC Equipment Finance
Class 13. Secured Claim of PNC Equipment Finance
Class 14. Secured Claim of EZ Trading, LLC
Class 15. Secured Claim of Leaf Funding, Inc
Class 16. Secured Claim of TCF Equipment Services
Class 17. Unsecured Deficiency Claims and Unsecured Claims
Class 18. Administrative Convenience Claims
Class 19. Interest of Pre-Petition Equity Holders
Class 20. Contingent, Unliquidated and Disputed Claims
Class 21. Claims of Participating Investors

With the exception of Administrative Claims (Class 1) and Claims
of Participating Investors (Class 21), all claims are Impaired
under the Plan.

LNR (Class 5), one of the major creditors, has filed a proof of
claim in the amount of $33,519,478.  The Court has conducted a
valuation hearing on the current market value of the property and
has determined the value to be $17,000,000.  The Debtor proposes
to limit the Class 5 creditor's secured claim to $17,000,000 and
to treat and pay any deficiency claim as a Class 17 unsecured
creditor.

The allowed secured claim of the Class 5 creditor will be paid and
secured by the non-recourse promissory note.  The note will be
payable in equal monthly installments amortized over 30 years,
with the first 36 payments interest-only.  On the 20th anniversary
of the Effective Date of the Plan the outstanding principal
balance of the note and all accrued and unpaid interest thereon
will be due and payable in full.

The final payment will be made either from proceeds of the sale or
refinancing of the property or contributions of the owners of the
property at the time the final payment is due.

The Debtor estimates the Deficiency Claims of LNR (Class 6) at
$16,519,478.  The Class 6 claim of LNR will be treated as a Class
17 unsecured claim and paid on a pro-rata basis as set forth in
the Plan.

A proof of claim has been filed by Arbor (Class 7) in the amount
of $5,521,894.65.  Debtor believes the entire claim is unsecured.
The Class 7 creditor will have its lien released upon confirmation
of the Plan of Reorganization and its allowed claim will be
treated as a Class 17 unsecured claim and paid on a pro-rata basis
with other unsecured creditors.

A proof of claim has been filed by Lloyd (Class 8) in the amount
of $1,469,681.  The Debtor will make annual payments to the
Class 8 secured creditor over 12 years in equal installments of
$100,000 per year without interest commencing one year after the
Effective Date of the Plan.

The Debtor estimates Unsecured Deficiency Claims and Unsecured
Claims (Class 17) at $25,000,000.  The Plan provides that each and
every holder of a Class 17 Allowed Claim will be paid, in cash, an
amount equal to 5.0% of any profits of the business for a period
of 5 years on a pro-rata basis.

The interests of the pre-petition equity holders (Class 19) will
be extinguished upon Plan Confirmation.

Class 21 consists of the claims of participating new investors.  A
substantial capital contribution estimated at $1,700,000 will
be made to fund the Debtor's Plan from participating investors,
who will then become interest holders in the Debtor post-
Confirmation.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/reidpark.2ndamendedDS.pdf

                    About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms. It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


RENASCENT INC: Court Continues Plan Disclosures Hearing to Nov. 10
------------------------------------------------------------------
On Oct. 11, 2011, the U.S. Bankruptcy Court for the District of
Montanao entered an order continuing the hearing to approve the
disclosure statement for Renascent Inc.'s amended plan of
reorganization (dated Aug. 24, 2011) to Nov. 10, 2011, at 9:00
a.m.

The Debtor's proposed plan contemplates a combination of:

   a. the development and sale of the Debtor's real estate (81 &
      83 Bell Crossing); and

   b. continuing claims against the State of Montana and Ravalli
      County, continuing claims in Adversary #11-00045 against
      Countrywide Home Loans, Inc.; BAC Home Loans Servicing LP
      fka. Countrywide Home Loans, Servicing, LP; Thornburg
      Mortgage Securities Trust 2007-3; Recontrust Company NA;
      Mortgage Electronic Registration System, Inc.

A copy of the Aug. 24, 2011 disclosure statement is available for
free at http://bankrupt.com/misc/renascent.dkt159.pdf

The Plan designates 5 Classes of Claims and Interests:

Class I ? Administrative Expenses.  This class is unimpaired.
This Class will be paid within 30 days of approval of fees by the
Court.  There is currently approximately $37,950 owed to Binney
Law Firm; Markette & Chouinard $8,676.92; and Goetz Law Firm,
amount unknown.

Class II ? Thornburg Mortgage Securities Trust/BAC Home Loan
Financing -- Disputed mortgage on residence located at 81 Bell
Crossing, Victor, Montana.  The Debtor instituted an adversary
proceeding to determine validity and extent of lien.  There will
be no payments until the Court determines whether a valid debt is
owed to this creditor, if so, whether the debt is secured against
the above referenced property.  In the even there is a final
determination in favor of this creditor, the amount of the debt
will be paid with 3% p.a. interest only payments with a balloon
payment at 5 years after confirmation of the Chapter 11 Plan.

Class III.  Secured Claim of Farmers State Bank -- 1st mortgage on
83 Bell Crossing, Victor, Montana.  The fully secured claim of
Farmers State Bank in the amount of $507,000 will be paid with
contractual rate interest only monthly payments of $3,389.34
to begin 30 days after confirmation of the Chapter 11 Plan with a
balloon payment at 5 years after confirmation of the Chapter 11
Plan.

Class IV ? Rebecca L. DeSilva (79% Fractional Interest)/Creative
Finance & Investments, LLC, PSP (21% Fractional Interest) -- 2nd
mortgage on 83 Bell Crossing, Victor, Montana.  The fully secured
claim in the amount of $150,871.06 will be paid 12.5% per annum
interest monthly payments of $1,989 to begin 30 days after
confirmation of the Chapter 11 plan with a balloon payment at
5 years after confirmation of a Chapter 11 Plan.

Class V ? Unsecured Creditors.  The Debtors will pay unsecured
creditors whose claims are allowed plus accruing interest at 4%
per annum with 4 annual interest only payments commencing one year
after confirmation.  The remaining balance of all unsecured claims
and any accrued interest will be paid in full through a balloon
payment at 5 years after the confirmation of the Chapter 11 Plan.

                       About Renascent, Inc

Victor, Montana-based Renascent, Inc., owned two large tracts of
property in Ravalli County, Montana when it filed for Chapter 11
protection (Bankr. D. Mont. Case No. 10-62358) on Sept. 29, 2010.
This property was sold in two sales for $2.5 million on July 14,
2001.

In addition, there is a 170 acre parcel of land consisting of 2
tracts of contiguous land near Stevensville, Montana (83 Bell
Crossing and 81 Bell Crossing).

Jon R. Binney, Esq., who has an office in Missoula, Montana,
represents the Debtor.  David Markette, Esq., and Dustin
Chouinard, at Markette & Chouinard, serve as the Debtor's special
counsel.  There was no official committee appointed in the
Debtor's case.  The Company disclosed $13,131,199 in assets and
$7,278,420 in liabilities as of the Chapter 11 filing.

In a court-approved stipulation, Renascent, Inc. and the Office of
the United States Trustee agreed to appoint Ross P. Richardson as
special litigation master.


REVEL ENT: Bank Debt Trades at 18% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Revel
Entertainment Group LLC is a borrower traded in the secondary
market at 81.70 cents-on-the-dollar during the week ended Friday,
Oct. 21, 2011, an increase of 1.33 percentage points from the
previous week according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  The Company pays 750 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Feb. 15, 2017, and carries Moody's B3 rating and
Standard & Poor's B rating.  The loan is one of the biggest
gainers and losers among 97 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Revel Entertainment Group, LLC -- http://www.revelinac.com/-- is
a gaming and entertainment company that is developing a $2.4
billion beachfront casino entertainment resort project in Atlantic
City, which is expected to open in mid-2012.  The company was
founded in 2006 and is based in Atlantic City, N.J.


RIVER ROCK: S&P Assigns Prelim. 'B-' Rating on $205-MM Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
issue-level rating to Sonoma County, Calif.-based River Rock
Entertainment Authority's (RREA's) proposed $205 million senior
notes consisting of $110 million series A senior notes due 2018
and $95 million series B tax-exempt senior notes due 2018. The
rating on the notes is preliminary, pending our review of final
documentation. "We do not assign recovery ratings to Native
American debt issues because there are sufficient uncertainties
surrounding the exercise of creditor rights against a sovereign
nation. These include whether the Bankruptcy Code would apply;
whether a U.S. court would ultimately be the appropriate venue to
settle such a matter; and to what extent a creditor would be able
to enforce any judgment against the sovereign nation," S&P said.

"Our existing ratings on RREA, including our 'B-' issuer credit
rating, remain on CreditWatch with negative implications, where
they were placed on Dec. 9, 2010," said Standard & Poor's credit
analyst Michael Halchak. RREA was created to operate the River
Rock Casino for the Dry Creek Rancheria Band of Pomo Indians (the
Tribe).

RREA plans to use the proceeds from the proposed transaction to
refinance its existing senior notes and fund additional capital
spending related to the development of an emergency access road.
Concurrent with the closing of the proposed transaction, $27.6
million of debt previously held at the Tribe (unrated) will become
a subordinated obligation of RREA.

"Our 'B-' issuer credit rating on RREA remains on CreditWatch with
negative implications, where it was placed on Dec. 9, 2010. The
CreditWatch listing reflects RREA's near-term refinancing needs
associated with its $200 million senior notes due Nov. 1, 2011, as
well as other debt held at the Tribe. The proposed refinancing
transaction would address both debt issues. However, given the
very short timeframe within which to execute the proposed
transaction, we would likely lower our rating into the 'CCC'
category if any hurdles arise that may prohibit a successful
closing," S&P related.

"In the event of a successful close, we expect to affirm our
issuer credit rating at 'B-' with a stable rating outlook. We
believe that, despite the threat of new competition entering the
market over the intermediate term, RREA will generate cash flow
sufficient to support the proposed capital structure. Last year,
the Department of the Interior granted land into trust for the
Federated Indians of Graton Rancheria (Graton Tribe), a federally
recognized Native American tribe. We believe the Graton Tribe
intends to build a casino in Rohnert Park, Calif., approximately
35 miles from the River Rock Casino. Although the Graton Tribe
must negotiate a compact with California and obtain financing
before moving forward with the project, we view the land-into-
trust decision as significant progress toward the casino opening.
Although there is limited clarity around the size, scope, and
timing of the project, our rating incorporates a scenario that the
Graton casino opens in 2014 and RREA's EBITDA subsequently
declines in the mid to high 30% range due to this new competition.
Management believes that EBITDA declines will be somewhat less
and mitigating actions could result in the net impact being below
30%," S&P added.


ROSSCO HOLDINGS: Hires Hahn Fife & Company as Accountants
---------------------------------------------------------
Rossco Holdings, Inc., asks permission from the U.S. Bankruptcy
Court for the Central District of California to employ Hahn Fife &
Company LLP as its accountants.

The firm will provide accounting services to the bankruptcy estate
that includes assistance with the preparation and submittal of the
U.S. Trustee Operating Reports, tax analysis, if necessary,
preparation of forecasted financial statements in connection with
the Debtor's' pending Chapter 11 plan and any other reasonable
duties assigned by the Debtor.

The firm's rates are:

   Personnel           Rates
   ---------           -----
   Partner           360/hour
   Staff              80/hour

Donald T. Fife, partner of Hahn Fife & Company, attests that the
firm is a "disinterested person," as that term is defined in
section 101(14) of the Bankruptcy Code.

                      About Rossco Holdings

College Station, Texas-based Rossco Holdings, Inc., filed for
Chapter 11 protection (Bankr. W.D. Tex. Case No. 10-60953) on
Aug. 2, 2010.  The new California Case No. of Rossco Holdings is
LA10-55951BB.  David J Richardson, Esq., and Laura L Buchanan,
Esq., at The Creditors' Law Group, represent the Debtor.  The
Debtor disclosed $28,415,681 in assets and $10,567,302 in
liabilities as of the Petition Date.

Affiliates Monte Nido Estates, LLC; LJR Properties, Ltd.; WM
Properties, Ltd.; Colony Lodging, Inc.; and Rossco Plaza, Inc.,
filed separate Chapter 11 petitions.

Hahn Fife & Company LLP, the Debtor's accountants, may be reached
at:

          HAHN FIFE & COMPANY LLP
          22342 Avenida Empresa, Suite 260
          Rancho Santa Margarita, CA 92688
          Tel: (949) 888-1010
          Fax: (949) 766-9896
          E-mail: dhahn@hahnfife.com


ROTHSTEIN ROSENFELDT: RICO Claims Against TD Bank Dumped
--------------------------------------------------------
Keith Goldberg at Bankruptcy Law360 reports that U.S. District
Judge Marcia G. Cooke on Wednesday tossed racketeering claims
against TD Bank NA, just days before the trial was set to begin in
a $27 million suit alleging the bank helped jailed lawyer Scott
Rothstein carry out a $1.2 billion Ponzi scheme through his now-
bankrupt firm.

Judge Cooke granted the bank's motion to dismiss Texas-based
Coquina Investments LLC's claims that TD Bank ? at which Rothstein
and his firm Rothstein Rosenfeldt Adler PA held several accounts
that allegedly held settlement payments, Law360 says.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- 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.


SAAB AUTOMOBILE: Private Equity Firm Offers $70 Million Lifeline
----------------------------------------------------------------
Alex Ortolani at Bankruptcy Law360 reports that Swedish Automobile
NV, which checked its Saab Automobile AB unit into Swedish
insolvency proceedings in September, received a commitment of
about $70 million from private equity firm North Street Capital
after two Chinese investors didn't come through, the company said
Thursday.

North Street, based in Greenwich, Connecticut, will buy 2.4
million newly issued shares in Saab parent Swedish Automobile for
$4.19 a share, or about $10 million, the carmaker said in a
statement. In addition, the private equity firm agreed to loan
Saab $60 million, according to Law360.

                        About Saab Automobile

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.

Saab has sought creditor protection to give it time until a
promised investment of EUR245 million from car firms Pangda
Automobile Trade Co. Ltd. and Zhejiang Youngman Lotus Automobile
gets the nod from Chinese authorities.

Saab on Sept. 19 said it has arranged EUR70 million (US$96
million) in bridge financing with the help of a Chinese
guarantee.

Swedish Automobile N.V. disclosed that Saab Automobile AB and its
subsidiaries Saab Automobile Powertrain AB and Saab Automobile
Tools AB received approval for their proposal for voluntary
reorganization from the Court of Appeal in Gothenburg,
Sweden on Sept. 20.  The purpose of the voluntary
reorganization process is to secure short-term stability while
simultaneously attracting additional funding, pending the inflow
of the equity contributions by Pang Da and Youngman.


SAGAMORE PARTNERS: Section 341(a) Meeting Scheduled for Nov. 18
---------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Sagamore Partners Ltd.'s Chapter 11 case on Nov. 18, 2011, at
2:00 p.m.  The meeting will be held at 51 SW First Ave Room 1021,
Miami.

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

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

The deadline to file a complaint to determine dischargeability of
certain debts is Jan. 17, 2012.  Individual or entities has until
Feb. 16, 2011 to file proofs of claim against the Debtor.

                      About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners Ltd. owns and operates
the prestigious oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Peter D. Russin, Esq., at Meland Russin &
Budwick, P.A., serves as the Debtor's counsel.  In its petition,
the Debtor estimated $10 million to $50 million in both assets and
debts. The petition was signed by Martin W. Taplin, Pres of Miami
Beach Vacation Resorts, Inc., manager of Sagamore GP, LLC, general
partner.


SAINTS MEDICAL: Fitch Cuts Rating on $45 Million Bonds to 'B-'
--------------------------------------------------------------
As part of its continuous surveillance efforts, Fitch Ratings has
downgraded the rating on the following bonds issued on behalf of
the Saints Medical Center, MA (Saints) to 'B-' from 'BB+':

  -- $45 million Massachusetts Health and Educational Facilities
     Authority revenue bonds, series 1993A.

Fitch also maintains the bonds on Rating Watch Evolving.

A lien on gross receipts, and there is a debt service reserve
fund.

Deteriorating Credit Profile: As of Aug. 31, 2011, Saints was down
to a precariously low 9.9 days cash on hand (DCOH), had a negative
2.8% operating margin (exclusive of one time merger expenses), and
had debt service coverage of less than 1 times (x), all worse than
prior year results.  It is expected that Saints will not make its
1.1x coverage covenant in fiscal 2011 (Sept. 30 year end), which
under bond documents will require Saints to hire a consultant.

Steward Acquisition Talks Ended: The announced acquisition of
Saints by Steward Health Care LLC (Steward) would have refunded
Saints' outstanding debt and provided other liquidity and capital
support.  Discussions were mutually terminated on Oct. 6, 2011.

Possible Lowell Affiliation: Saints and its primary local
competitor, the Lowell General Hospital (Lowell), have signed a
memorandum of understanding to affiliate and are in the process of
due diligence.  No details have been disclosed on what, if any,
support Lowell would provide to Saints should the merger occur.
However, Fitch believes it is highly unlikely that Saints' debt
will be refunded, as had been announced with the Steward
acquisition agreement.

Rating Watch Maintained: The Rating Watch Evolving reflects
uncertainty regarding completion of the affiliation with Lowell
and the precise nature of financial support that Lowell would
offer Saints should the affiliation occur.  Depending on the
outcome of the merger process, Saints' rating could go up, down,
or remain the same.

The downgrade to 'B-' reflects the continued deterioration in
Saints' overall financial profile, with liquidity a particular
credit concern.  As of Aug. 31, 2011, Saints had unrestricted cash
and investments of approximately $3.6 million, which equated to a
very low 9.9 DCOH; this is down from fiscal year end 2010, when
Saints had approximately $6 million in unrestricted cash and
investments, which equated to 16.8 DCOH.

The Aug. 31, 2011 interim figures for 11 months show an operating
loss of $3.6 million (not including $812,000 of one-time merger
related expenses), which is a significant deterioration in
operations from the prior year period when Saints had operating
income of approximately $1.8 million (not including $2.7 million
of one-time merger costs).  The decrease was caused, in part, by
Saint's contract with Blue Cross which did not provide any
increase to the hospital's base payments.  In addition, a
disruption of physician referral patterns negatively affected
patient volumes.

For fiscal 2012, management reports that it has signed a three-
year contract with Blue Cross that includes yearly increases on
the base payment and that the hospital is seeing a return of some
of the lost volume.  Additionally, Saints reports a favorable
adjustment to governmental reimbursement rates that should also
help operating results.  Saints is budgeting for a positive
operating margin in 2012.  It is critical for Saints to reduce its
operating losses in 2012 to avoid further negative rating
pressure.

The credit concern surrounding the operating losses is exacerbated
by Saints' low liquidity. Very little observable, unrestricted
financial cushion remains available to Saints to fund operating
deficits and debt service requirements.  However, a fully funded
debt service reserve fund and recent rate improvements may offer
time to consummate the Lowell affiliation or implement operational
improvement.

Saints Medical Center operates a 163-bed acute care hospital in
Lowell, MA, located about 30 miles northwest of Boston.  In fiscal
2010, total operating revenue was about $134 million.


SAND TECHNOLOGY: Sells ILM Product Line to Informatica for US$8MM
-----------------------------------------------------------------
SAND Technology Inc., sold its Information Lifecycle Management
Product Line to Informatica for a consideration up to US$8
million.

"This divestiture ensures SAND's focus is firmly on Big Data and
the rapidly-expanding Analytic Database market.  SAND has worked
in two discrete markets over the past 5 years diluting our
specialization by trying to focus in two places at the same time.
While both areas are in the red-hot Data Warehousing Market, SAND
focused on delivering both the fastest Analytic Database Platform
and a product focused on SAP Nearline in the ILM Market.  We
determined with the rapid expansion of Big Data we needed to focus
all our resources on the Analytic Database Platform," said Mike
Pilcher, SAND's president and chief operating officer.

"Finally we have made significant progress in properly
rationalizing the assets of SAND.  Pure focus on the Analytic
Database Platform allows us to better capture a rapidly growing
business opportunity.  In addition to significant mergers and
acquisition activity there has been an unending amount of press
and commentary on Big Data in the Analytic Database space.  Adding
analytic complexity to Big Data you arrive in SAND's sweet spot,"
stated Tom O'Donnell, SAND CEO.

                       About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.

SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.

The Company's balance sheet at Jan. 31, 2011 showed C$4.20 million
in assets, C$6.25 million in liabilities and C$2.05 million of
shareholders' deficiency.

In its annual report on Form 20-F for the fiscal year ended
July 31, 2010, filed with the U.S. Securities and Exchange
Commission, the Company noted it has incurred operating losses in
the current and past years.  The Company has also generated
negative cash flows from operations and has a significant working
capital deficiency.  "The Company's uncertainty as to its ability
to generate sufficient revenue and raise sufficient capital, raise
significant doubt about the entity's ability to continue as a
going concern," the Company said in the filing.  The Company said
it is in the process of seeking additional financing for its
current operations.

Raymond Chabot Grant Thornton LLP in Montreal, Quebec, audited the
company's financials but did not issue an adverse going concern
opinion in accordance with Canadian reporting standards.


SEA TRAIL: Court OKs Employment of Dana Connelly as COO
-------------------------------------------------------
Sea Trail Corporation sought and obtained permission from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
employ Dana Connelly as Chief Operating Officer.

The Debtor has also obtained approval to pay Ms. Connelly an
annual compensation of $102,000, which will be divided into equal
weekly payments of $1,903.85, use of a company cellphone, which is
paid monthly and averages approximately $42 a month and payment of
health insurance premiums for Ms. Connelly in the average amount
of $179.26 a month.

Prior to serving as COO, Ms. Connelly served as president of the
Debtor for 22 years.

Upon retention, Ms. Connelly' will, among other things:

   a. oversight of the management staff and operations at the
      resort;

   b. assist management with preparation of budgets and
      projections; and

   c. monitor monthly expenses.

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation is a private company categorized under "Land
Subdividers and Developers, Residential."  Sea Trail filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07370) on
Sept. 27, 2011, in Wilson, North Carolina.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina
serves as counsel to the Debtor.  The Debtor reported $34,222,281
in assets and $22,174,201 in liabilities.


SEA TRAIL: Can Use Waccamaw Bank's Cash Collateral Thru Nov. 1
--------------------------------------------------------------
Judge Stephani W. Humrickhouse entered an order authorizing Sea
Trail Corporation to use through Nov. 1, 2011, cash collateral of
Waccamaw Bank for its operating expenses solely for preserving and
maintaining Waccamaw Bank's collateral in accordance with a
budget, only after exhausting all non-cash collateral.

Prior to the Petition Date, Waccamaw Bank took a security interest
in certain real property owned by the Debtor in order to secure
obligations arising under two promissory notes involving the
parties.

Upon the Debtor's request to use cash collateral, the parties
agreed to interim terms to temporarily resolve their cash
collateral-related issues.

Among other things, the parties agree to these specific terms:

* Two-thirds of golf cart and greens fees revenue is cash
   collateral of Waccamaw Bank and 100% of the revenue from golf
   course club memberships, meeting room rental, banquet facility
   rental, bar/grill facility rental, and condominium unit rental
   are cash collateral of Waccamaw Bank.

* The sales of food and drink, banquet goods and services, bar
   and grill goods and services, merchandise from the golf shop
   are not cash collateral of Waccamaw Bank.  Furthermore,
   revenues generated from range balls and club rentals are not
   cash collateral  subject to Waccamaw Bank's security interest.

* During the Interim Period, the Debtor will provide Waccamaw
   Bank with certain monthly and quarterly financial reports.

A full-text copy of the prepared budget is available for free at:

       http://bankrupt.com/misc/SEATRAIL_Oct2011Budget.pdf

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation is a private company categorized under "Land
Subdividers and Developers, Residential."  Sea Trail Corporation
filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07370) on
Sept. 27, 2011, in Wilson, North Carolina.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina
serves as counsel to the Debtor.  The Debtor reported $34,222,281
in assets and $22,174,201 in liabilities.


SHAMROCK-SHAMROCK INC: To Pay Unsecured Claims 10 Cents on Dollar
-----------------------------------------------------------------
Shamrock-Shamrock, Inc., filed with the U.S. Bankruptcy Court for
the Middle District of Florida a plan of reorganization and
accompanying disclosure statement dated Oct. 7, 2011.

The Plan proposes to pay creditors of the Debtor from future
income of the Debtor derived from income generated from the
distribution business the Debtor owns.

The Plan provides for 56 classes of secured claims; 1 class of
unsecured claims; and 1 class of equity security holders.
Unsecured creditors holding allowed claims will receive
distributions, which the proponent of the Plan has valued at
approximately 10 cents on the dollar.

The Plan also provides for the payment of administrative and
priority claims either upon the effective date of the Plan or as
allowed under the Bankruptcy Code.

Full-text copies of the Plan and Disclosure Statement are
available for free at:

        http://bankrupt.com/misc/SHAMROCK_PlanOct7.PDF

                    About Shamrock-Shamrock

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.  The Company
scheduled assets of $12,284,976 and liabilities of $17,021,201,
owing on mortgages to a variety of lenders.


SHUR-VALU STAMPS: Suit v. 14 D&Os Stays in District Court
---------------------------------------------------------
District Judge Susan Webber Wright denied a motion asking her to
abstain from hearing the case, M RANDY RICE, Trustee for Shur-Valu
Stamps, Inc, et al., v. JOHN MILLS, ET AL., No. 4:11CV668 SWW
(E.D. Ark).

On May 4, 2011, Mr. Rice filed an adversary proceeding in
bankruptcy court against 14 former officers and members of the
board of directors of Shur-Valu, alleging breach of fiduciary
duty, negligence, civil conspiracy, unjust enrichment, and waste
of corporate assets.  United States District Judge Brian Miller
granted the motion to withdraw the reference on Sept. 7, 2011, and
on Oct. 4, 2011, the case was reassigned to the Court.

Defendant John Miller moves the Court to abstain from exercising
jurisdiction in the case to allow the state law claims to be
resolved in a pending state court case, Kelley v. John Mills, et
al., Civil Action No. 09-5139-3.  Mr. Miller argues abstention is
mandated by 28 U.S.C. Sec. 1334(c)(2).  In the alternative, he
argues the Court should exercise permissive abstention pursuant to
28 U.S.C. Sec. 1334(c)(1).

Citing a prior ruling in Cox v. Hendrix, Judge Wright denies the
motion to abstain, saying Mr. Miller fails to establish a parallel
action has been commenced in state court or that the action can be
timely adjudicated in state court.  The Court further finds Mr.
Miller fails to show that permissive abstention is appropriate.

A copy of the Court's Oct. 19, 2011 Order is available at
http://is.gd/2BeunRfrom Leagle.com.

Shur-Valu Stamps, Inc., filed a petition for Chapter 11 bankruptcy
(Bankr. E.D. Ark. Case No. 09-13183) on May 5, 2009. The Chapter
11 case was converted to Chapter 7 case on Aug. 13, 2009, and M.
Randy Rice was appointed as trustee for Shur-Valu.


SITHE/INDEPENDENCE: S&P Withdraws 'CC' Sr. Sec. Note Rating
-----------------------------------------------------------
Standard & Poor's withdrew its 'CC' rating on Sithe/Independence
Funding Corp.'s $408.6 million 9% senior secured notes due 2013.
"In addition, we withdrew the recovery rating of '1' on the notes.
The withdrawal is pursuant to the completion of a tender offer
launched by Dynegy Inc. Of the principal outstanding (about $191
million), 99.7% was validly tendered and accepted. On the final
payment date, Sept. 26, 2011, Sithe accepted for purchase and paid
$1,080.80 per $1,000.00 of the principal amount of the notes.
Sithe has since discharged the indenture and also the remaining
notes," S&P stated.


SMART-TEK SOLUTIONS: Acquires Solvis from American Marine
---------------------------------------------------------
Smart-Tek Solutions Inc. announced the successful closing of the
acquisition of Solvis Medical Group from American Marine, LLC, as
previously announced on Sept. 20, 2011.  Solvis Medical Staffing
and Solvis Medical provide medical staffing services to hospitals,
medical clinics, surgical centers, and skilled nursing facilities;
and, in certain cases, nursing care t patients in their homes.
Solvis Physical Therapy, Inc., is a licensed provider of physical
therapy services but is presently inactive.  Solvis Medical Group
is estimating over $4 million in revenue with net income before
taxes of approximately $300K for the quarter ending Dec. 31, 2011.

Mr. Bonar, Chairman and CEO, stated that this acquisition not only
provides additional revenue and income for the Company but as
important, provides valued operating systems for personnel
staffing management as well as opens an additional market for the
Company to offer other staffing services including janitorial,
administration, accounting personnel, and the like.

The Company has retained independent accountants to audit the
balance sheet and income statements of Solvis Medical.

                      About Smart-tek Solutions

Newport Beach, Calif.-based Smart-tek Solutions Inc. has two
business lines.  Through its wholly owned subsidiary Smart-Tek
Communications Inc. the Company specializes in the design and
development of Radio Frequency Identification (RFID) integration,
monitoring and tracking solutions to meet industry demands.
Through its wholly owned subsidiary Smart-Tek Automated Services
Inc. the Company provides professional employer organization
services.

The Company's balance sheet at June 30, 2011, showed $4.44 million
in total assets, $3.46 million in total liabilities, all current,
and $983,163 in total stockholders' equity.

John Kinross-Kennedy, of Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
Mr. Kinross-Kennedy noted that that the Company has suffered
recurring losses until the latest fiscal year, and has a working
capital deficiency of $994,278 and a stockholders' deficiency of
$438,164 at June 30, 2010.


SOLAR THIN: Suspending Filing of Reports with SEC
-------------------------------------------------
Solar Thin Films, Inc., filed a Form 15 notifying of its
suspension of its duty under Section 15(d) to file reports
required by Section 13(a) of the Securities Exchange Act of 1934
with respect to its common stock.  Pursuant to Rule 12h-3, the
Company is suspending reporting because there are currently less
than 300 holders of record of the common shares.  The holders of
the common shares as of Oct. 18, 2011, total 200.

                          About Solar Thin

Headquartered in New York, Solar Thin Films, Inc., engages in
the design, manufacture and installation of thin-film amorphous
silicon ("a-Si") photovoltaic turnkey manufacturing facilities.

RBSM LLP, in New York, N.Y., expressed substantial doubt about
Solar Thin Films, Inc.'s ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations.

The Company's balance sheet at Sept. 30, 2010, showed
$2.05 million in total assets, $5.40 million in total liabilities,
and a stockholders' deficit of $3.35 million.


SPRINGLEAF: Bank Debt Trades at 11% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Springleaf Finance
is a borrower traded in the secondary market at 89.00 cents-on-
the-dollar during the week ended Friday, Oct. 21, 2011, an
increase of 2.17 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 425 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
10, 2017, and carries Moody's B2 rating and Standard & Poor's B+
rating.  The loan is one of the biggest gainers and losers among
97 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                         About Springleaf

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

                           *     *     *

As reported by the Troubled Company Reporter on Sept. 9, 2011,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) and
unsecured debt ratings on Springleaf Finance, Inc. (Springleaf)
and affiliates to 'CCC' from 'B-'.  In addition, Fitch has taken
the following rating actions:

Springleaf Finance, Inc.

  -- Long-term IDR to 'CCC' from 'B-'.

Springleaf Finance Corp.

  -- Long-term IDR to 'CCC' from 'B-';
  -- Senior debt to 'CCC/RR4' from 'B-/RR4'.

AGFC Capital Trust I

  -- Preferred stock to 'C'/RR6' from 'CC/RR6'.

Approximately $10 billion of unsecured debt and preferred stock is
affected by these rating actions.  The Rating Watch Negative has
been removed.

The downgrade of Springleaf's IDR was driven by Fitch's continued
concerns regarding the company's lack of meaningful liquidity and
funding flexibility, as $2 billion of unsecured debt matures in
2012.  Minimal progress has been made in implementing a long-term
funding plan since the acquisition by Fortress Investment Group
LLC (Fortress) in November 2010; therefore, barring meaningful
access to the securitization market over the next several months,
Springleaf may have insufficient flexibility to address its near-
term debt maturities.


SSI GROUP: Taps Cozen O'Connor as Delaware Counsel
--------------------------------------------------
SSI Group Holding Corp. and its Debtor affiliates ask the court
for authority to employ Cozen O'Connor as Delaware counsel nunc
pro tunc to the Petition Date.

Cozen will render, inter alia, these professional services in
conjunction with Proskauer Rose, the Debtors' main counsel:

   (a) advise the Debtors of their rights, powers, and duties as
       debtors and debtors-in-possession;

   (b) take all necessary actions to protect and preserve the
       estates of the Debtors, including the prosecution of
       certain actions on the Debtors' behalf, the defense of any
       actions commenced against the Debtors, the negotiation of
       disputes in which the Debtors are involved, and the
       preparation of objections to claims filed against the
       Debtors' estates; and

   (c) prepare on behalf of the Debtors, as debtors-in-
       possession, necessary motions, applications, answers,
       orders, reports, and papers in connection with the
       administration of the Debtors' estates.

The current hourly rates charged by Cozen for professionals and
paraprofessionals employed in its offices are:

     Shareholders                             $350 - $880
     Members                                  $265 - $840
     Associates                               $225 - $360
     Paraprofessionals                        $125 - $250

The names, positions and current hourly rates of the Cozen
attorneys currently expected to have primary responsibility for
providing services to the Debtors are:

   (a) Mark E. Felger (Shareholder- Bankruptcy Group), $615/hour;
       and

   (b) Damien Tancredi (Associate - Bankruptcy Group), $285/hour.

Mark E. Felger, Esq., a shareholder of Cozen, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                         About SSI Group

SSI Group Holding Corp. sought bankruptcy protection (Bankr. D.
Del. Case No. 11-12917) on Sept. 14, 2011, in Wilmington,
Delaware, after months of lackluster performance at its two
struggling restaurant chains, which combined operate about 120
locations, and its debts mounted to $47.5 million.  SSI is behind
two southern restaurant chains -- the healthy Souper Salad chain
and "comfort food"-serving Grandy's restaurants.

SSI reported $23.9 million in assets as of Aug. 28, 2011.  Judge
Mary F. Walrath presides over the case.  The Debtor is represented
by Proskauer Rose LLP and Cozen O'Connor as counsel and Morgan
Joseph TriArtisan LLC as financial advisors.

Affiliates Super Salad, Inc. (Case No. 11-12918), SSI-Grandy's LLC
(Case No. 11-12919), and Souper Brands, Inc. (Case No. 11-12920),
also sought Chapter 11 protection on Sept. 14, 2011.

The Debtors hope to use the bankruptcy cases to sell their
Grandy's chain to an affiliate of Sun Capital Partners (or a
higher bidder) and to sell their Souper Salad chain to a to-be
determined buyer (no stalking horse bidder has been identified).

The United States Trustee appointed 7 members to the Official
Committee of Unsecured Creditors.


STALLION OILFIELD: S&P Raises Corporate Credit Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based Stallion Oilfield Holdings Inc. to 'B'
from 'B-'. The outlook is stable.

"At the same time, we raised the rating on Stallion's senior
secured notes due 2015 to 'B' from 'B-', the same as the corporate
credit rating on the company. We revised the recovery rating to
'3' from '4', indicating our expectations of meaningful (50% to
70%) recovery in the event of default," S&P related.

"The upgrade reflects the continued recovery in the North American
oilfield services market, the company's improving debt leverage
measures, and adequate liquidity," said Standard & Poor's credit
analyst Stephen Scovotti. Demand for Stallion's services has
improved with the rig count, resulting in improved operating
performance. In addition, Stallion's key credit measures continue
to strengthen. Adjusted debt to EBITDA improved to about 1.6x as
of June 30, 2011, and should continue to improve modestly in the
near term.

The ratings on Stallion Oilfield Holdings Inc. reflect Standard &
Poor's view of the company's highly leveraged capital structure
and its participation in the highly cyclical North American
oilfield services market. The ratings also reflect the currently
strong market conditions, the company's improved capital
structure, and low annual maintenance capital spending
requirements.

"The stable outlook reflects our expectation that the company's
operating performance will continue to benefit from the higher rig
count and increasing servicing intensity at each well site, while
the company maintains adequate liquidity," S&P said.

"We could revise the outlook to negative if industry conditions
weaken and the company is unable to maintain its improved
financial performance, including run-rate leverage below 6.0x.
Given Stallion's relatively small scale and its inherent sales
volatility, a positive rating action is unlikely at this time,"
S&P said.


STERLING SHOES: Discloses CCAA Filing to Restructure Operations
---------------------------------------------------------------
Sterling Shoes Inc. disclosed that in order to restructure its
operations, it and Sterling Shoes GP Inc. (general partner of
Sterling Shoes Limited Partnership) obtained an Initial Order from
the Supreme Court of British Columbia under the Companies'
Creditors Arrangement Act (Canada), R.S.C. 1985, c. C-36, as
amended.

The Company will continue to operate during this period of
restructuring.

The Court granted protection under the CCAA for an initial period
expiring on November 18, 2011 to be extended as required and
approved by the Court.  While the Company is under CCAA
protection, all proceedings on the part of its creditors are
stayed.  The Company believes that restructuring under the CCAA
will provide the Company with the best opportunity to strengthen
its business and to ensure successful operations in the future.

The Company has the support of its secured lender, during the
restructuring process.  The Order permits the Company to pay all
expenses incurred in carrying on the business after the date of
the Order, including goods and services delivered by suppliers.
The terms and conditions of the restructuring plan have not yet
been determined by the Company.

Alvarez and Marsal Canada Inc. has been appointed Monitor pursuant
to the Initial Order.  All inquiries regarding the CCAA
proceedings affecting the Company should be directed to the
Monitor.  A copy of the Initial Order will be made available and
may be viewed on the monitor's website at
http://www.alvarezandmarsal.com/sterling/or on request from the
Monitor at: (+1) 604-639-0846.

                       About Sterling Shoes

Sterling Shoes is headquartered in Vancouver, B.C and is a leading
independent footwear retailer offering a broad selection of
private label and brand name shoes and accessories. Founded in
1987, Sterling Shoes LP operates over 150 stores across Canada.


SUNRA COFFEE: Bank Can Enforce Judgment on Guarantor's Asset
------------------------------------------------------------
In 2008, Hawaii National Bancshares, Inc., sued Sunra Coffee LLC,
Michael Hiroshi Nekoba, and others in state court.  HNB alleged
that Sunra had failed to repay a loan made in 2006, that HNB was
entitled to collect the loan from Sunra as the borrower and from
Mr. Nekoba and the other defendants as guarantors, and that HNB
was entitled to foreclose on certain collateral.  Mr. Nekoba's
wife is not liable to HNB on this debt.

HNB duly served its complaint on Mr. Nekoba. He did not answer and
the state court entered his default.  The state court entered a
decree of foreclosure.

Before the foreclosure sale was completed, Sunra filed a chapter
11 bankruptcy petition.  The court granted relief from the
automatic stay to permit HNB to complete its foreclosure action in
state court and also appointed a chapter 11 trustee to administer
Sunra's estate.

On Feb. 24, 2010, the Chapter 11 trustee removed the foreclosure
action to the Bankruptcy Court.  In the notice of removal, the
Chapter 11 trustee alleged that the foreclosure action was a core
proceeding and consented to the entry of final orders or judgments
by the bankruptcy court. The trustee duly served the notice of
removal on Mr. Nekoba. Mr. Nekoba did not file a response and did
not appear in the case until much later.

The commissioner conducted a foreclosure sale.  HNB filed motions
to confirm the sale and for deficiency judgments against the
defendants.  Mr. Nekoba did not respond to either motion.  On
Sept. 23, 2010, the court entered a money judgment against Mr.
Nekoba and the other defendants in the amount of $2,405,247.82.
Mr. Nekoba did not appeal or seek relief from the judgment.

HNB examined Mr. Nekoba under oath and learned that he has
interests in various business entities.  HNB filed a motion for a
charging order against Mr. Nekoba's membership interest in Tropic
Land LLC and a motion for a writ of execution to seize Mr.
Nekoba's personal property, including his stock in various
corporations.

After the writ of execution was served, Mr. Nekoba appeared (for
the first time) and claimed that most of his property was exempt.
He requested an evidentiary hearing to determine which of his
assets were protected as tenancy by the entireties property.

The evidentiary hearing was held on July 5, 2011.  At the hearing,
the parties focused their presentations on the membership interest
in Tropic Land LLC, and the stock of The Mortgage Group, Inc.  HNB
did not contest Mr. Nekoba's other claims of exemption.

At the hearing, Mr. Nekoba argued, for the first time, that the
court lacked subject matter jurisdiction over HNB's claims against
him. Mr. Nekoba expanded on those arguments in his post-hearing
brief.

In an Oct. 18, 2011 Findings of Fact and Conclusions of Law,
available at http://is.gd/tB40Yefrom Leagle.com, Bankruptcy Judge
Robert J. Faris ruled that:

     -- subject matter jurisdiction is not an impediment to the
        enforcement of the judgment, and that the district court
        for the District of Hawaii has referred to the bankruptcy
        court all matters that it may so refer;

     -- Under Hawaii law, spouses can own property as tenants by
        the entireties.  "The interest of a husband or a wife in
        an estate by the entireties is not subject to the claims
        of his or her individual creditors during the joint lives
        of the spouses," the Court said, citing Sawada v. Endo,
        57 Haw. 608, 612 (1977);

     -- Mr. Nekoba and his wife held the stock of TMG as tenants
        by the entireties from 1999, before Mr. Nekoba guaranteed
        Sunra's debt to HNB in 2006, to the present.  Mrs. Nekoba
        is not liable to HNB on the debt and the stock of TMG is
        not subject to HNB's claims;

     -- Mr. Nekoba transferred his membership interest in Tropic
        Land LLC to himself and his wife as tenants by the
        entireties with the intent to hinder, delay, and defraud
        HNB, one of his creditors, within the meaning of Haw. Rev.
        Stat. Sec. 651C-4.  HNB is entitled to avoidance of the
        transfer of the membership interest in Tropic Land LLC and
        is entitled to enforce its remedies as a judgment creditor
        against that interest, including a charging order under
        Haw. Rev. Stat. Sec. 428-504.

The case is Hawaii National Bancshares, Inc., v. Sunra Coffee LLC,
et al., Adv. Proc. No. 10-90009 (Bankr. D. Hawaii).

                        About Sunra Coffee

Sunra Coffee LLC is a development company that sought to sell
luxury residential lots as coffee farm estates on the Big Island.
It listed assets and debts both in the range of $10 million to $50
million.  It had been working for about seven years to develop 220
acres of agricultural land near Kailua, Kona, into a 40-lot
subdivision called Royal Hualalai Gardens.  Sunra also owns a
138-acre coffee farm in Jamaica.

Sunra Coffee LLC filed for Chapter 11 (Bankr. D. Hawaii Case No.
09-01909) on Aug. 21, 2009.  Don Jeffrey Gelber, Esq., at Gelber
Gelber & Ingersoll, represented the Debtor in its restructuring
effort.  The petition says the Debtor has assets and debts of
$10 million to $50 million.

An unsecured creditors' committee was appointed in the case.

The case was later converted to Chapter 7.


TAWK DEVELOPMENT: Hearing on Exclusivity Extension Set for Nov. 22
------------------------------------------------------------------
The Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada approved the stipulation continuing until
Nov. 22, 2011, at 9:30 a.m., the hearing to consider Tawk
Development, LLC's request to extend its exclusive periods to file
and solicit acceptances for the proposed plan of reorganization.

The stipulation entered between the Debtor and Aviva Real Estate
Investors (Falcon Landing), LLC, the Debtor's principal secured
creditor, provided for the Nov. 4 extension of the Debtor's
exclusive period to file a proposed plan.

The Debtor related that they are in the final stages of its
negotiations with Aviva and anticipate that a plan will be
forthcoming.  The Debtor and Aviva are seeking to reach a
consensual resolution as to their respective disputes, which
resolution, to the extent one can be reached, will be incorporated
in the plan.

                      About Tawk Development

Las Vegas, Nevada-based Tawk Development, LLC, owns and operates a
198-unit resort style apartment complex known as Falcon Landing,
which is located at 5067 Madre Mesa Drive in Las Vegas.  It filed
for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
10584) on Jan. 14, 2011.  Gerald M. Gordon, Esq., and Talitha Gray
Kozlowski, Esq., -- ggordon@gordonsilver.com and
tgray@gordonsilver.com -- at Gordon Silver, in Las Vegas,
represent the Debtor as counsel.  The Debtor disclosed $22,747,153
in assets and $21,263,119 in liabilities as of the Chapter 11
filing.

Attorneys at Quarles & Brady LLP and Pisanelli Bice PLLC represent
Aviva Real Estate Investors (Falcon Landing), LLC, as counsel.
Aviva is the Debtor's principal secured creditor.

No offical committes have been appointed and no request for the
appointment of a trustee has been made.


TELLICO LANDING: Court Sets Nov. 4 Disclosure Statement Hearing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
has scheduled a hearing for Nov. 4, 2011, to consider the approval
of the explanatory disclosure statement filed by Debtor Tellico
Landing, LLC, for its Chapter 11 Plan.  The deadline to object to
the disclosure statement is Oct. 28, 2011.

As reported in the TCR on Oct. 17, 2011, the Debtor's Plan
projects that over the next four to five years more than
$22 million in lots and tracts could be sold at Rarity Pointe,
using new pricing and a new marketing effort.  The Plan is based
on court approval of a loan worth up to $2.75 million from an
entity called Heritage Solutions LLC.

In a separate filing last month, Tellico said it owes principal of
roughly $6.7 million to WindRiver Investments LLC, and needs
$2.75 million in new funding to reorganize.  The filing said
Tellico would use certain of the funds for "additional marketing
efforts to aggressively market lots" at the project.  A budget
filed by the Debtor indicated that $1.1 million would go to
advertising costs, an estimated $750,000 for county taxes and a
$350,000 interest reserve for WindRiver.

A copy of the disclosure statement, as filed on Oct. 4, 2011, is
available for free at:

          http://bankrupt.com/misc/tellico.DS.dkt48.pdf

                      About Tellico Landing

Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in
the development and sale of an upscale residential community along
and near Tellico Lake known as "Rarity Pointe".  The Company filed
for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on
June 27, 2011.  The case has been assigned to Judge Marcia
Phillips Parsons.  Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox
PLLC, represents the Debtor.  The Debtor scheduled $40,444,352 in
assets and $8,532,455 in liabilities.  The petition was signed by
Michael L. Ross, its chief manager.

The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed in the Tellico case because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


TERRESTAR CORP: Jefferies & Company Wants Plan Outline Disapproved
------------------------------------------------------------------
Jefferies & Company, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to deny approval of the Disclosure
Statement explaining Terrestar Corporation, Inc., et al.'s Chapter
11 Plan unless and until the Debtors cure the inadequacies of the
Plan.

Jefferies holds claims against each of the TSC Debtors, including
Debtor TerreStar Holdings Inc.  TS Holdings is a critical part of
the Debtors' Plan because it, among other things, (a) is
structurally senior to TSC and all of the Other TSC Debtors
and (b) wholly owns non-debtor subsidiary Terrestar 1.4 Holdings
LLC, which holds the rights to use the 1.4 Spectrum, the Debtors
main asset.

Jefferies notes that there are only two classes of claims against
TS Holdings ?- one class of claims is held by the Bridge Lenders
and the other is held solely by Jefferies.

According to Jefferies & Company, the Disclosure Statement must
not be approved because the Debtors' Plan is unconfirmable on its
face because:

   -- the Debtors have, with the apparent consent of the Bridge
   Lenders, manufactured an impaired accepting class by not paying
   the Bridge Lenders a de minimis amount of default interest to
   which the TSC Debtors' own financial projections and
   liquidation analysis make clear they have the ability to pay;

   -- the TSC Debtors provided no explanation for withholding
   payment of the Bridge Lenders' default interest, and no good
   explanation exists other than to impair the Bridge Loan
   Claims artificially in order to circumvent the voting process;

   -- the Plan permits a recovery to holders of preferred equity
   when the holders of unsecured claims are not being paid in full
   with interest;

   -- the Disclosure Statement, as drafted, does not provide
   adequate information regarding the terms of the New TSC Notes
   and the Exit Facility to which the New TSC Notes are
   subordinated, making it impossible for unsecured creditors to
   understand their recovery under the Plan.

As such, the TSC Debtors must be required to provide more
information regarding the terms of the New TSC Notes and the Exit
Facility.

The Disclosure Statement dated Aug. 3, 2011 explains the joint
plan of reorganization the TSC Debtors filed on July 22, 2011.

Copies of the Plan Documents are available for free at:

         http://bankrupt.com/misc/Terrestar_Corp_Plan.pdf
          http://bankrupt.com/misc/Terrestar_Corp_DS.pdf

As previously reported by The Troubled Company Reporter on
Aug. 12, 2011, the Disclosure Statement reveals that holders of
$4.32 million in bridge loan claims against TSC and TerreStar
Holdings Inc. will recover 98% of their claims.  Holders of
$35 million to $165 million in general unsecured claims against
TSC and TerreStar Holdings will have a 100% recovery through the
receipt of notes and new preferred stock.  Holders of general
unsecured claims against the other TSC Debtors (aggregating $105
million to $108 million for each Debtor) will have a 0% to 100%
recovery (with the payment in the form of cash or equity in the
reorganized entity).  Holders of Preferred Series A and Series B
TSC Interests aggregating $318.5 million will recover 4.3% to
45.1%, with each holder receiving its pro rata share of the new
common stock of reorganized TSC.  Existing equity interests in TSC
will be cancelled and holders of those interests will receive no
distributions.

The Plan also provides for the issuance of New Common Stock, New
Preferred Stock, and New TSC Notes.  On the Plan Effective Date,
the Reorganized Debtors will become private, nonreporting
companies, and the Plan Securities will be not be registered or
listed on any national securities exchange.

Jefferies & Company is represented by:

         JONES DAY
         Lisa G. Laukitis, Esq.
         Steven C. Bennett, Esq.
         222 East 41st Street
         New York, NY 10017
         Tel: (212) 326-3939
         Fax: (212) 755-7306
         E-mail: llaukitis@jonesday.com
                 scbennett@jonesday.com

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion.  TerreStar cancelled a June 30
auction because there were no competing bids submitted by the
deadline.


TERRESTAR NETWORKS: Seeks to Preserve Control of Bankruptcy Case
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that TerreStar Networks
Inc. said it needs more time to figure out how to distribute to
creditors the $155 million that remains from its $1.375 billion
sale to Dish Network Corp. this summer.

                     About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion.  TerreStar cancelled a June 30
auction because there were no competing bids submitted by the
deadline.


TOWER OAKS: CWCapital Asset Wants Cash Collateral Use Prohibited
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland denied
CWCapital Asset Management LLC's motion to prohibit Tower Oaks
Boulevard, LLC to use cash collateral use by the trust; and expand
relief from automatic stay.

CWCAM acts as special servicer for U.S. Bank National Association,
as trustee, as successor-in-interest to Bank of America, N.A., as
trustee for the Registered Holders of COBALT CMBS Commercial
Mortgage Trust 2007-C2, Commercial Mortgage Pass-Through
Certificates, Series 2007-C2.

In its motion, the trust related that it does not consent to the
use of cash collateral absent the specific permission of the trust
or the entry of a comprehensive cash collateral order.  The trust
continued that unauthorized use of cash collateral irreparably
harms the trust because the trust is not adequately protected and
has no ability to determine if the Debtor is using cash collateral
in a manner which preserves the trust's lien.

The trust continued that despite the Debtor's use of thousands of
dollars of the trust's cash collateral, the Debtor has failed to
take the minimum action necessary to maintain a safe and secure
property.  The trust received complaints from the only tenant at
the Debtor's property that security, fire and elevator systems
were not being maintained and that if these problems were not
addressed immediately, it would vacate the property.  The Debtor
has ignored all requests from the tenant to address these issues.

The trust related that previously, the Court granted the trust
with relief from the automatic stay to proceed against the
property.  However, in an abundance of caution, in light of facts
that the basic safety and security of the property are in jeopardy
and that the only tenant of the property is threatening to vacate,
the trust hereby sought the express permission of the Court to
seek the immediate appointment of a receiver with respect to the
Property from the Circuit Court for Montgomery County.  A receiver
would secure the property and would maximize the ability of the
trust to maintain current tenant relationships until ratification
of a foreclosure sale by the Circuit Court of Montgomery County.

In a proceeding memo, the Court also approved the employment of
Bregman Schwart & Gilda, LLC as special counsel for the Debtor's
estate.

                 About Tower Oaks Boulevard, LLC

Raleigh, North Carolina-based Tower Oaks Boulevard, LLC, owns and
operates the commercial property identified as 2701 Tower Oaks
Boulevard.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Md. Case No. 11-12413) Feb. 8, 2011.  Steven H.
Greenfeld, Esq., at Cohen, Baldinger & Greenfeld, LLC, serves as
the Debtor's bankruptcy counsel.  Bregman, Berbert, Schwartz &
Gilday, LLC, serves as its special counsel.  The Debtor estimated
assets at $10 million to $50 million and debts at $1 million to
$10 million.

Affiliate Sun Control Systems, Inc., filed a separate Chapter 11
petition on December 13, 2010 (Bankr. D. Md. Case No. 10-37991).

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, has not
appointed an official committee of unsecured creditors in the
Debtors' cases.


TRIBUNE CO: Bank Debt Trades at 42% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 57.83 cents-on-the-
dollar during the week ended Friday, Oct. 21, 2011, an increase of
2.93 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the loan.  The loan is one of
the biggest gainers and losers among 97 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                         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 (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  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 Dec. 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)


TXU CORP: Bank Debt Trades at 27% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 72.76 cents-on-the-dollar during the week
ended Friday, Oct. 21, 2011, an increase of 0.98 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
350 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2014.  The loan is one of the
biggest gainers and losers among 97 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.  EFH Corp. was created in October
2007 in a $45 billion leverage buyout of Texas power company TXU
in a deal led by private-equity companies Kohlberg Kravis Roberts
& Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


UNIVISION COMMS: Bank Debt Trades at 14% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Univision
Communications, Inc., is a borrower traded in the secondary market
at 85.83 cents-on-the-dollar during the week ended Friday, Oct.
21, 2011, an increase of 1.33 percentage points from the previous
week according to data compiled by Loan Pricing Corp. and reported
in The Wall Street Journal.  The Company pays 425 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on March 29, 2017, and carries Moody's B2 rating and Standard &
Poor's B+ rating.  The loan is one of the biggest gainers and
losers among 97 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                  About Univision Communications

Univision, headquartered in New York, claims to be a leading
Spanish language media company in the United States.  Revenue for
fiscal year 2010 was approximately $2.2 billion.

As reported by the Troubled Company Reporter on Jan. 12, 2011,
Standard & Poor's affirmed its ratings on New York City-based
Spanish language TV and radio broadcaster Univision
Communications, Inc.'s 8.5% senior unsecured notes due 2021,
following the Company's proposed $315 million add-on to the issue.
The add-on would bring the total dollar amount of the issue to
$815 million.  The issue-level rating on this debt remains at
'CCC+ (two notches lower than the 'B' corporate credit rating on
the Company), and the recovery rating remains at '6', indicating
S&P's expectation of negligible (0% to 10%) recovery for
noteholders in the event of a payment default.

S&P expects Univision to use proceeds from the proposed issuance
to repay the remaining portion of its 9.75%/10.5% senior unsecured
toggle notes due 2015, following the expiration of its current
tender offer for the notes.  The Company's current tender offer
for up to $1.005 billion of its toggle notes, which S&P expects it
will meet with proceeds from Grupo Televisa, S.A.B.'s investment,
is set to expire on Jan. 21, 2011.

On Apr. 28, 2011, the TCR related that Moody's assigned a B2
rating to Univision Communications, Inc.'s proposed $600 million
senior secured notes due 2019.  Univision plans to utilize the net
proceeds from the note offering to redeem its $545 million senior
secured notes due 2014 (2014 notes) and fund related transaction
expenses.  Univision's B3 Corporate Family Rating (CFR), B3
Probability of Default Rating, other debt instrument ratings, SGL
3 speculative-grade liquidity rating and stable rating outlook are
not affected.

The refinancing improves Univision's maturity profile, reduces
refinancing risk related to its 2014 maturities (approximately
$1.1 billion upon completion of the proposed offering), and will
moderately reduce cash interest expense.  Moody's does not expect
the $55 million increase in debt as a result of funding the tender
premium on the 2014 notes to materially alter Univision's current
leverage position or the expected de-leveraging over the next few
years.  Moody's had expected in the existing B3 CFR and stable
rating outlook that Univision would refinance the 2014 notes.

On June 16, 2011, the TCR reported that Fitch Ratings affirmed
Univision Communications, Inc.'s Issuer Default Rating (IDR) at
'B'; Senior secured at 'B+/RR3'; and Senior unsecured at
'CCC/RR6'.  The Rating Outlook is Stable.

The ratings incorporate Fitch's positive view on the U.S. Hispanic
broadcasting industry, given anticipated continued growth in
number and spending power of the Hispanic demographic, which is
confirmed by U.S. census data.  Additionally, Univision benefits
from a premier industry position, with duopoly television and
radio stations in most of the top Hispanic markets, with a
national overlay of broadcast and cable networks.  High ratings
and concentrated Hispanic viewer base provide advertisers with an
effective way to reach the large and growing U.S. Hispanic
population.  Ratings concerns are centered on the highly leveraged
capital structure and the significant maturity wall in 2017, as
well as the company's significant exposure to advertising revenue.


US FOODSERVICE: Bank Debt Trades at 8% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which U.S. Foodservice,
Inc., is a borrower traded in the secondary market at 92.20 cents-
on-the-dollar during the week ended Friday, Oct. 21, 2011, an
increase of 1.20 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank loan matures on July
3, 2014, and carries Moody's B3 rating.  The loan is one of the
biggest gainers and losers among 97 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday.

U.S. Foodservice, Inc. -- http://www.usfoodservice.com/-- is a
foodservice supplier serving some 250,000 customers from more than
70 distribution facilities.  The Company supplies restaurants,
hotels, school, and other foodservice operators with a wide
variety of food products, including canned and dry foods, meats,
frozen foods, and seafood.  It also distributes kitchen equipment
and cleaning supplies among other non-food supplies.  U.S.
Foodservice distributes both national brand products and its own
private labels.  Tracing its roots to 1853, the company is owned
by private equity firms KKR & Co. and Clayton, Dubilier & Rice.


USAM CALHOUN: Amends List of Largest Unsecured Creditors
--------------------------------------------------------
USAM Calhoun Land, LLC, has filed with the U.S. Bankruptcy Court
for the Western District of Texas an amended list of its largest
unsecured creditors.  The previous list had only two creditors,
while the new list consists of seven creditors.  Adams Surveyors
was taken out of the list, while Robin Lieberman, Jack H.
Lieberman, Adams Surveying, Steven L. Adams, the Internal Revenue
Service, and Advanced Appraisal Group were added to the list.

The Debtor's Amended List of Seven Largest Unsecured Creditors:

  Entity                          Nature of Claim    Claim Amount
  ------                          ---------------    ------------
Robin Lieberman
70 Tiburon
The Hills, TX 78738                     Loan          $125,000.00

Jack H. Lieberman
1310 RR 620 South, Suite C15
Austin, TX 78734                        Loan          $125,000.00

REDC Inc.
One Mauchly
Irvine, CA 91268                   Marketing Work      $75,000.00

Adams Surveying                      Land Survey        $4,059.38

Steven L. Adams                      Land Survey        $3,500.00

Internal Revenue Service                Taxes           $2,000.00

Advanced Appraisal Group               Services         $1,800.00

SAM Calhoun Land LLC filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 11-12232) on Sept. 6, 2011, in Austin.  James V.
Hoffner, Esq., at Graves, Dougherty, Hearon & Moody, P.C. serves
as counsel to the Debtor.  According to its schedules, the Debtor
disclosed $15,500,000 in total assets and $10,949,093 in total
liabilities.


USG CORP: Incurs $115 Million Net Loss in Third Quarter
-------------------------------------------------------
USG Corporation reported a net loss of $115 million on $792
million of net sales for the three months ended Sept. 30, 2011,
compared with a net loss of $100 million on $758 million of net
sales for the same period during the prior year.

The Company also reported a net loss of $290 million on $2.27
billion of net sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $284 million on $2.24 million of net
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $3.82
billion in total assets, $3.44 billion in total liabilities and
$375 million in stockholders' equity.

"Many of our key markets continue to experience recessionary
levels of demand that are near record lows," said James S.
Metcalf, President and CEO.  "To accomplish both our short-term
objective of returning the company to an operating profit and our
longer term aspiration of reducing volatility in our earnings, we
will continue to execute our three strategic priorities:
strengthening core businesses, diversifying earnings and
differentiating USG through innovation.  We remain confident that
by pursuing these strategies USG will remain a leading building
solutions provider in its key product categories and markets."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/BA8562

                      About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

                          *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded USG Corporation's Issuer Default Rating (IDR) to 'B-'
from 'B'.  The Rating Outlook remains Negative.

The ratings downgrade and the Negative Outlook reflect Fitch's
belief that underlying demand for the company's products will
remain weak through at least 2012 and the company's liquidity
position is likely to deteriorate in the next 18 months.  With the
recent softening in the economy and lowered economic growth
expectations for 2011 and 2012, the environment may at best
support a relatively modest recovery in housing metrics over the
next year and a half.  Fitch had previously forecast a slightly
more robust housing environment in 2011 and 2012.  Moreover, new
commercial construction is expected to decline further this year
and may only grow moderately next year.

VENTO FAMILY: Hearing on Case Dismissal Plea Set for Nov. 2
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing on Nov. 2, 2011, at 11:00 a.m., to consider Bank of
North Las Vegas' motion to dismiss the Chapter 11 case of Vento
Family Trust.

On Sept. 23, 2011, creditor and party in interest Bank of North
Las Vegas asked that Court dismiss the case of the Debtor because
the Debtor does not qualify as a business trust and is ineligible
for bankruptcy relief.   On the same date, Bank NLV also requested
for an appointment of an examiner to investigate the conduct of
Debtor and its beneficiaries with regard to Debtor's prepetition
transfers, prepetition asset protection activities, and
mismanagement of the Chapter 11 case.  Bank of NLV related that
the Debtor's unsecured creditors hold fixed, liquidated, unsecured
claims in excess of $13 million, which far exceeds the $5 million
threshold of section 1104(c)(2) of the Bankruptcy Code.

Creditor City National Bank, N.A., joined in the Bank of Las
Vegas' motions to appoint and examiner and dismiss the Debtor's
case.

Bank of North Las Vegas is represented by:

         Bob L. Olson, Esq.
         Leslie S. Godfrey, Esq.
         GREENBERG TRAURIG, LLP
         3773 Howard Hughes Parkway, Suite 400 North
         Las Vegas, NV 89169
         Tel: (702) 792-3773
         Fax: (702) 792-9002
         E-mails: olsonb@gtlaw.com
                  godfreyl@gtlaw.com

City National is represented by:

         Stefanie T. Sharp, Esq.
         ROBISON, BELAUSTEGUI, SHARP & LOW
         71 Washington Street
         Reno, NV 89503
         Tel: (775) 329-3151
         Fax: (775) 329-7941
         E-mail: ssharp@rbsllaw.com

                      About Vento Family Trust

Based in Henderson, Nevada, Vento Family Trust was formed in 1990
for the purpose of holding business related real estate assets of
Carmine and Ann Vento.  The Trust filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 10-33909) on Dec. 27, 2010.
Judge Mike K. Nakagawa presides over the case.  Jason C.
Farrington, Esq., and Timothy S. Cory, Esq., at Timothy S. Cory &
Associates, in Las Vegas, represents the Debtor.  In its amended
schedules, the Debtor disclosed $12,840,000 in assets and
$11,273,400 in liabilities.


VERENIUM CORP: Enters Into $13MM Credit Facility with Comerica
--------------------------------------------------------------
Verenium Corporation, on Oct. 19, 2011, entered into credit
facilities with Comerica Bank consisting of a $3,000,000 domestic
receivables and inventory revolving line and a $10,000,000 export-
import receivables revolving line.  The Credit Lines have a
maturity date of 18 months.

Subject to certain exceptions, all borrowings under the Credit
Lines are secured by substantially all of the Company's assets,
including the Company's intellectual property.  Under the Credit
Lines, subject to the satisfaction of certain conditions, the
Company may incur additional debt that is senior to Comerica's
liens on the Company's machinery and equipment and certain excess
cash, equal in priority with respect to the Company's intellectual
property, and junior in priority to other assets, provided that
such debt financing closes on or before March 31, 2012.

In connection with the Comerica Line, the Company issued to
Comerica a warrant to purchase 246,212 shares of the Company's
common stock at a price per share of $2.64.  The warrant is
exercisable at any time commencing on April 19, 2012, through the
expiration of the warrant on Oct. 19, 2016.

A full-text copy of the Form 8-K is available for free at:

                         http://is.gd/Dt4JPX

                     About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/-- is a pioneer in the development and
commercialization of high-performance enzymes for use in
industrial processes.  Verenium currently sells enzymes developed
using its R&D capabilities to industrial customers globally for
use in markets including biofuels, animal health and oil seed
processing.

The Company reported a net loss of $5.35 million on $52.07 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $56.24 million on $48.82 million of total revenue
during the prior year.

The Company's balance sheet at June 30, 2011, showed $71.47
million in total assets, $65.12 million in total liabilities and
$6.35 million total stockholders' equity.

As reported in the Troubled Company Reporter on March 19, 2010,
Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
operating losses and accumulated deficit of $630.0 million at
Dec. 31, 2009.

                         Bankruptcy Warning

In April 2007, the Company completed the sale of $120 million of
2007 Notes.  In September 2009, pursuant to privately negotiated
exchange agreements with the Company, certain holders of the 2007
Notes exchanged approximately $30.5 million in aggregate principal
amount of 2007 Notes for approximately $13.7 million in aggregate
principal amount of the Company's 2009 Notes.

The holders of the 2007 and 2009 Notes have the right to require
the Company to purchase the Notes for cash on each of April 1,
2012, April 1, 2017, and April 1, 2022.  Assuming the holders of
the Notes exercise their put option in 2012, based on current cash
resources and 2011 operating plan, the Company's existing working
capital will not be sufficient to meet the cash requirements to
fund the retirement of the Notes, and planned operating expenses,
capital expenditures and working capital requirements after such
exercise without additional sources of cash.  If the Company is
unable to re-finance the Notes or raise additional capital, it
will need to defer, reduce or eliminate significant planned
expenditures, restructure or significantly curtail operations,
issue equity in exchange for the Notes at substantial dilution to
current stockholders, file for bankruptcy, or cease operations.


VITRO SAB: Bondholders Deny Breaking Confidentiality Pacts
----------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that bondholders of
Vitro SAB de CV told a New York judge Thursday that they weren't
subject to confidentiality agreements that Vitro claims they
breached when they nixed a proposed reorganization plan.

According to Law360, Vitro alleges in a lawsuit filed in April
that the bondholders, including Aurelius Capital Management LP and
Elliott Management Corp., released nonpublic information they'd
agreed not to disclose in an October 2010 press release trying to
scuttle transactions tied to Vitro's restructuring efforts after
it defaulted on $1.2 billion in debt.

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.  Blackstone Advisory Partners L.P. serves as financial
advisor to the Committee.


VITRO SAB: Bondholders Fight to Press on With $1.35B Lawsuit
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Vitro S.A.B.'s
bondholders are pushing to move forward with a legal battle that
could cost $1.35 billion or more, calling the Mexican glassmaker's
bid to stop them a meritless "act of pure gamesmanship."

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.  Blackstone Advisory Partners L.P. serves as financial
advisor to the Committee.


WARREN HOSPITALITY: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Warren Hospitality Associates, L.P.
        35 Clark Street
        Warren, PA 16365

Bankruptcy Case No.: 11-11664

Chapter 11 Petition Date: October 18, 2011

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Erie)

Debtor's Counsel: Robert O. Lampl, Esq.
                  ROBERT O LAMPL, ATTORNEY AT LAW
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  E-mail: rol@lampllaw.com

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

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

The petition was signed by Robert P. Yoder, Sr., president.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
M&T Bank                           35 Clark Street      $1,353,573
c/o Keith Mangan
1330 11th Avenue
Altoona, PA 16601


WASHINGTON LOOP: Ch.11 Trustee Taps Rock Enterprises as Engineers
-----------------------------------------------------------------
Louis X. Amato, the Chapter 11 Trustee for Washington Loop LLC,
asks permission from the U.S. Bankruptcy Court for the Middle
District of Florida to employ Rock Enterprises, Inc., as
engineering consultant.

Upon retention, the firm will, among other things:

   a. review the status of all of the Debtor's mining permits;

   b. analyze the Debtor's vested excavation rights; and

   c. obtain a survey from third-party survey.

The Chapter Trustee has agreed to compensate REI in the total
amount of $20,000, plus the costs incurred by REO to engage a
third-party surveyor to provide ground and aerial survey of the
Property.  REI estimates that the survey will cost no more than
$15,000, thus bringing the total cost to the estate for the work
performed by REI and the third-party surveyor to $35,000.

The Chapter Trustee requests that the Court authorized payment to
REI immediately in the amount of $10,000, and with an additional
$10,000 to be paid at the end of the first of two month's
anticipated work time, and the remaining $15,000 to be paid once
all work is completed, in full satisfaction of all amounts owed to
REI and its third-party surveyor.

REI attests it holds no interest adverse to the Chapter Trustee or
to the estate in the matter upon which it is to be engaged by the
Trustee; REI's employment would be in the best interest of the
Trustee, the Debtor, the Debtor's estate, and all other parties in
interest.

                      About Washington Loop

Punta Gorda, Florida-based Washington Loop, LLC, operates an
aggregate mine in Charlotte County, Florida.  The Company owns two
parcels of real property and improvements -- the Loop Property and
the Mirror Lakes Property -- which, together, comprise roughly 474
adjoining acres in Punta Gorda, Charlotte County.  The Company
filed for Chapter 11 bankruptcy protection on March 31, 2011
(Bankr. M.D. Fla. Case No. 11-06053).  Judge Jeffery P. Hopkins
presides over the case. Steven M. Berman, Esq., and Hugo S.
deBeaubien, Esq., at Shumaker, Loop & Kendrick, LLP, in Tampa,
Fla., represent the Debtor as counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case (Case No.
10-27981) by order of the Court entered on March 17, 2011.  In the
prior Chapter 11 case, the Debtor's Schedule F, as filed under
penalty of perjury, listed some 34 general unsecured creditors
totaling claims of $1,953,354.  All Schedule F debts were listed
as non-contingent, liquidated, and undisputed.

The Debtor now declares that all Schedule F debts are
unliquidated.  These schedules were filed no less than two weeks
after the dismissal of the prior Chapter 11 case, and only six
weeks after the Debtor filed its Schedule F in that case.

Don Walton, the United States Trustee for Region 21, and Charles
A. Robinson Living Trust, creditor and interest holder against
Washington Loop, filed separate requests to convert the Debtor's
2011 Chapter 11 reorganization case to Chapter 7 liquidation.

Washington Loop filed with the Court a Chapter 11 plan and an
explanatory disclosure statement on Aug. 18, 2011.  The Troubled
Company Reporter published a summary of the Plan in its Sept. 6,
2011 edition.  The Plan is a reorganization plan accomplished
through the continuation of the Debtor's primary business: the
mining of the 750-acre property in Punta Gorda, Florida.  The
Debtor seeks to accomplish payment under the Plan primarily from
the proceeds of the sale of mining materials and or the refinance
of the Washington Loop Property.

The Plan proposes to pay secured creditors -- ROBBIE, Mirror Lakes
V, Mike Treworgy and Wells Fargo Equip Finance -- the present
value of their claim at a market interest rate over an 84-month
period through net income generated from the mining operation and
through a sale or refinance of the Washington Loop Property.  The
Effective Date of the proposed Plan is Dec. 15, 2011.  The first
payment due under the plan is Jan. 15, 2012.  Allowed Class 8
General Unsecured Claims will receive 100% of their allowed claim
on or before the 84th month following the Effective Date.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?76c8


WASTEQUIP INC: S&P Lowers Corp. Credit Rating From 'CCC-' to 'SD'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Charlotte, N.C.-based waste handling equipment
and recycling equipment manufacturer Wastequip Inc. to 'SD' from
'CCC-'. "At the same time, we placed our 'CCC-' issue-level rating
on the company's senior secured debt on CreditWatch with negative
implications. The recovery rating remains at '3'," S&P related.

"The rating actions reflect confidential information that
Wastequip has made available to us regarding its unrated mezzanine
loan," said Standard & Poor's credit analyst Gregoire Buet. "We
understand that the company has access to a cash balance of more
than $50 million and that it intends to continue making timely
interest payments on its senior secured debt obligations while
working to address upcoming maturities in its capital structure."


WCP WIRELESS: Fitch Affirms 'BB-' Rating on $50MM Class C Notes
---------------------------------------------------------------
Fitch Ratings affirms WCP Wireless Site Funding LLC, WCP Wireless
Site RE Funding LLC, & WCP Wireless Site Non-RE Funding LLC's
secured wireless site contract revenue notes, series 2010-1 as
follows:

  -- $216.6 million class A at 'Asf'; Outlook Stable;
  -- $55 million class B at 'BBB-sf'; Outlook Stable;
  -- $50 million class C at 'BB-sf'; Outlook Stable.

The affirmations are due to the stable performance of the
collateral since issuance.  In addition, the transaction has paid
down 1.6% since issuance.  The notes are secured primarily by
mortgages on the interests of the asset entities in wireless sites
representing not less than 95% of the net cash flow (NCF) from
purchased leasehold interests and a perfected security interest in
loan assets.  A portion of the notes are secured by payment
obligations guaranteed by AT&T Inc. (the AT&T Receivables; AT&T
is rated 'A'; Rating Watch Negative by Fitch).

As part of its review, Fitch analyzed the financial information
provided by the master servicer, Midland Loan Services. As of
October 2011, the reported aggregate scheduled revenue net cash
flow increased to $38.3 million (including AT&T Receivables) from
$36.9 million at issuance.


WEST CORP: Reports $37.3 Million Net Income in Sept. 30 Quarter
---------------------------------------------------------------
West Corporation reported net income of $37.34 million on
$632.80 million of revenue for the three months ended Sept. 30,
2011, compared with a net loss of $8.43 million on $592.41 million
of revenue for the same period a year ago.

The Company also reported net income of $106.30 million on $1.86
billion of revenue for the nine months ended Sept. 30, 2011,
compared with net income of $63.86 million on $1.78 billion of
revenue for the same period during the prior year.

The Company reported net income of $60.30 million on $2.39 billion
of revenue for the year ended Dec. 31, 2010, compared with net
income of $90.97 million on $2.38 billion of revenue during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed $3.22
billion in total assets, $4.14 billion in total liabilities, $1.64
billion in Class L common stock, and a $2.56 billion stockholders'
deficit.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/2vKWDG

                      About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

                          *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WEST END: Examiner Seeks to Increase Fee Limit to $110,000
----------------------------------------------------------
Albert Togut was appointed as examiner in the Chapter 11 cases of
West End Financial Advisors LLC and its debtor-affiliates.

The Examiner retained Togut Segal & Segal LLP as its counsel to
assist in examinations.

The Court previously ruled that the fees and expenses of the
Examiner and its professionals will not exceed $50,000, unless a
greater amount is approved by the Court after notice and hearing.

The Examiner tells the Court that he received numerous documents
to be examined on July 8, 2011, which required him to manually
search approximately 5,500 entries.  He adds that he has made some
progress in the task but has incurred approximately $80,000
through August 31, 2011.

The Examiner contends that future fees will exceed the
compensation limit, thus he asks that the Compensation Limitation
be increased to $110,000 maximum.

                  About West End Financial

West End Financial Advisors LLC, Sentinel Investment Management
Corp. and a number of affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15,
2011.  New York-based West End estimated its assets and debts at
$1 million to $10 million.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as
the Debtors' bankruptcy counsel.

William Landberg created WEFA in 2000 as an investment and
financial management company. Subsequently he purchased Sentinel
Investment Management Corp., a boutique investment advisory
company.  Sentinel and WEFA targeted individual private clients
for investments in fixed income funds and alternative investment
products.  Mr. Landberg's ultimately resigned from all West End
related entities effective June 2, 2009, following a probe on
misappropriation of funds.

Schedules of assets and liabilities for West End and its
funds showed assets of $400,000 and debt of $6.7 million, not
including $66 million from investors who may or may not be
considered creditors.  Debt includes $5.5 million in secured
claims, according to the schedules.

Secured creditors with the largest claims are DZ Bank ($118.1
million), West LB ($41 million), Iberia Bank ($11.3 million), and
Suffolk County National Bank ($8.3 million).


WHITTON CORP: Seeks Court Approval of GSMS Settlement
----------------------------------------------------
Whitton Corporation asked the U.S. Bankruptcy Court for the
District of Nevada to approve a settlement agreement with GSMS
2004-GG2 Sparks Industrial LLC.

The deal calls for the settlement of the motions filed by GSMS
early this year to lift the automatic stay and to conduct a
valuation of Whitton's real property located in Sparks, Nevada.

Under the deal, GSMS won't seek relief from the automatic stay
until Whitton's proposed Chapter 11 plan is not confirmed or, if
confirmed, it is determined that the effective date of the plan
would not occur.

The agreement provides for GSMS' cooperation and support for the
plan so long as it provides for the treatment of those claims as
set forth in the agreement.  It also sets forth the terms and
conditions under which GSMS' loan will be modified and
restructured pursuant to the plan.

The agreement further provides, at GSMS' option, that a subsidiary
limited liability company of the reorganized debtor will be formed
and created for the sole purpose of owning the Nevada property and
assuming GSMS' restructured loan.

A full-text copy of the agreement is available without charge at
http://bankrupt.com/misc/Whitton_StipulationGSMS.pdf

                    About Whitton Corporation

Henderson, Nevada-based Whitton Corporation filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 10-32680) on
Dec. 5, 2010.  Hal L. Baume, Esq., Brett A. Axelrod, Esq., and
Anne M. Loraditch, Esq., at Fox Rothschild LLP, in Las Vegas,
Nev., serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

South Tech Simmons 3040C, LLC, filed a separate petition (Bank. D.
Nev. Case No. 10-32857) on Dec. 8, 2010.


WISP RESORT: Sec. 341 Creditors' Meeting Set for Nov. 21
--------------------------------------------------------
The United States Trustee for the District of Maryland in
Greenbelt will convene a meeting of creditors in the bankruptcy
case of D.C. Development, LLC, Recreational Industries, Inc., Wisp
Resort Development, Inc., and The Clubs at Wisp, LLC, on Nov. 21,
2011, at 9:00 a.m. at 341 meeting room 6th Floor at 6305 Ivy Ln.,
Greenbelt.

Proofs of claim are due in the case by Feb. 21, 2012.  Government
proofs of claim are due April 12, 2012.  Schedules of assets and
liabilities and statements of financial affairs are due Oct. 31,
2011.

                       About the Wisp Resort

D.C. Development LLC, Recreational Industries Inc., Wisp Resort
Development Inc., and The Clubs at Wisp LLC operate a ski resort
and real estate development companies generally known as Wisp
Resort, Maryland?s pre-eminent four-season mountain resort.  The
Wisp Resort comprises roughly 2,200 acres of master planned and
fully entitled land, 32 ski trails covering 132 acres of skiable
terrain with 12 lifts and two highly-rated golf courses.  Best
known for its ski area and winter-related activities, the resort
provides year round attractions with its location by Deep Creek
Lake.  The ski resort is the centerpiece of the Wisp Resort and
the companies' various businesses.

The Wisp Resort entities filed for Chapter 11 bankruptcy (Bankr.
D. Md. Case Nos. 11-30548 to 11-30551) on Oct. 15, 2011.  James R.
Schraf, Esq., and Lisa Yonka Stevens, Esq. --
jvidmar@loganyumkas.com and lstevens@loganyumkas.com -- Logan,
Yumkas, Vidmar & Sweeney, LLC, serve as bankruptcy counsel.


WISP RESORT: Sues Lender to Avoid Lien on $23.5MM Loan
------------------------------------------------------
D.C. Development LLC, Recreational Industries Inc., Wisp Resort
Development Inc., and The Clubs at Wisp LLC have filed a complaint
in bankruptcy court to avoid lien and preferential transfer, and
recover property against Branch Banking and Trust Company pursuant
to 11 U.S.C. Sections 544, 547 and 550.

Wisp Resort Development entered into a $23,500,000 loan with BBT
to fund the construction of the Lodestone Golf Course and Club and
related development property in 2007. At this same time, BBT
extended WRD a $5,000,000 line of credit that was subsequently
modified to fund the completion of the golf course.

In early 2010, when the BBT Loan matured, WRD was unable to
restructure or service the loan due to the inability to make real
estate sales.  As a result, the parties entered into a loan
modification agreement.

Pursuant to the loan modification, RI, DCD and TCW each executed a
Consolidated Guaranty and Restated Guaranty Agreement.  TCW also
executed an Amended and Restated Note with BBT for $1,768,125.67
that was likewise guaranteed by RI, DCD and WRD.

Because of a claimed default under the BBT Modification, BBT on
July 17, 2011, obtained a confessed judgment in the Circuit Court
for Garrett County, Maryland, Case No. 11-C-11-12151 against the
Companies in the principal amount of $29,563,266.

The BBT Confessed Judgment constitutes a lien on the Property.

The BBT Confessed Judgment was entered within 90 days before the
Petition Date.  On Aug. 10, 2011, BBT withdrew $138,019.34 from
the operating accounts of WRD and TCW to offset the balance
allegedly owed on the BBT Confessed Judgment.

The Debtors said in court papers the ski resort continues to
perform exceptionally well despite the flagging economy.  In fact,
the 2010 and 2011 winter ski seasons were record-breaking years at
the resort.  The ski resort has been required to file Chapter 11
only because a loan guaranty that it executed in favor of BBT and
the actions that BBT has taken against the resort.  As a result of
the BBT Confessed Judgment, the Debtors said they must restructure
their debt and their relationship with BBT.

The Debtors contend that the Judgment constitutes a transfer of
the Property by way of the judicial lien that it created and is
voidable by (1) a creditor that extends credit to the Debtors at
the commencement of the case and obtains a judicial lien on all
property that a creditor on a simple contract could have obtained
and (2) by a creditor that extends credit at the commencement of
the case and obtains an execution against the Debtors that is
returned unsatisfied.  The Judgment also constitutes a transfer of
the Property by way of the judicial lien that it created and is
voidable by a creditor holding an unsecured interest in the
property of the Debtors.

The Debtors also argue that the Withdrawal constituted a
?transfer? within the meaning of 11 U.S.C. Sec. 547(b);
constituted a transfer of an interest in the Debtors? property;
was to or for the benefit of a creditor, namely BBT; was for or on
account of an antecedent debt allegedly owed by the Debtors before
the Withdrawal was made; and occurred within 90 days prior to the
Petition Date.

The Debtors also point out that at the time the Withdrawal was
made, they were insolvent.  If the Withdrawal is not avoided, the
Withdrawal would enable BBT to receive more than the Debtors?
other creditors would receive if (a) the Debtors? Chapter 11 cases
were filed under Chapter 7 of the Bankruptcy Code, (b) the
Withdrawal had not been made and (c) BBT had received payment to
the extent provided by the Bankruptcy Code.  The Withdrawal
constituted a preferential transfer pursuant to 11 U.S.C. Sec.
547(b) and is avoidable under 11 U.S.C. Sec. 550(a).

Recreational Industries filed -- but later withdrew -- a motion to
use cash collateral.

                       About the Wisp Resort

D.C. Development LLC, Recreational Industries Inc., Wisp Resort
Development Inc., and The Clubs at Wisp LLC operate a ski resort
and real estate development companies generally known as Wisp
Resort, Maryland?s pre-eminent four-season mountain resort.  The
Wisp Resort comprises roughly 2,200 acres of master planned and
fully entitled land, 32 ski trails covering 132 acres of skiable
terrain with 12 lifts and two highly-rated golf courses.  Best
known for its ski area and winter-related activities, the resort
provides year round attractions with its location by Deep Creek
Lake.  The ski resort is the centerpiece of the Wisp Resort and
the companies' various businesses.

The Wisp Resort entities filed for Chapter 11 bankruptcy (Bankr.
D. Md. Case Nos. 11-30548 to 11-30551) on Oct. 15, 2011.  James R.
Schraf, Esq., and Lisa Yonka Stevens, Esq. --
jvidmar@loganyumkas.com and lstevens@loganyumkas.com -- Logan,
Yumkas, Vidmar & Sweeney, LLC, serve as bankruptcy counsel.


WISP RESORT: D.C. Development Taps Logan Yumkas as Counsel
----------------------------------------------------------
D.C. Development, LLC, seeks permission to employ Logan, Yumkas,
Vidmar & Sweeney, LLC, as its bankruptcy counsel to represent and
assist the Debtor in carrying out its duties.

Karen F. Myers, managing member of Spiker, LLC, member of D.C.
Development LLC, said Logan Yumkas has agreed to act as counsel to
the Debtor provided it receives an initial retainer of $25,000, to
be supplemented periodically as warranted.

The current hourly rates charged by the firm for its professionals
are:

          Professional           Hourly Rate
          ------------           -----------
          Partners                $325-$385
          Associates              $225-$300
          Paralegals              $110-$175

James A. Vidmar, Esq., will lead the engagement.  He charges $385
an hour.  Mr. Vidmar attested that the firm (1) neither represents
nor holds any interest adverse to the Debtor or the estate in the
matters upon which it is to be engaged; and (2) is a disinterested
person under Bankruptcy Code Sec. 101(14).

                       About the Wisp Resort

D.C. Development LLC, Recreational Industries Inc., Wisp Resort
Development Inc., and The Clubs at Wisp LLC operate a ski resort
and real estate development companies generally known as Wisp
Resort, Maryland?s pre-eminent four-season mountain resort.  The
Wisp Resort comprises roughly 2,200 acres of master planned and
fully entitled land, 32 ski trails covering 132 acres of skiable
terrain with 12 lifts and two highly-rated golf courses.  Best
known for its ski area and winter-related activities, the resort
provides year round attractions with its location by Deep Creek
Lake.  The ski resort is the centerpiece of the Wisp Resort and
the companies' various businesses.

The Wisp Resort entities filed for Chapter 11 bankruptcy (Bankr.
D. Md. Case Nos. 11-30548 to 11-30551) on Oct. 15, 2011.


W.R. GRACE: Ronald Perelman Eyes Mining Unit
--------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that W.R. Grace & Co.
is seeking bankruptcy-court approval to sell its vermiculite
mining business to a company led by wealthy Pennsylvania
philanthropist Raymond G. Perelman, the father of investor Ronald
Perelman.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.


YRC WORLDWIDE: Royal Bank Discloses 19.3% Equity Stake
------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, The Royal Bank of Scotland Plc and The Royal Bank of
Scotland Group Plc disclosed that they beneficially own
421,238,033.58 shares of common stock of YRC Worldwide Inc.
representing 19.30% of the shares outstanding.  A full-text copy
of the filing is available for free at http://is.gd/sjzVhA

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at June 30, 2011, showed $2.59 billion
in total assets, $2.91 billion in total liabilities and a $328.79
million in shareholders' deficit.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


* Trustees of Defunct Law Firms Chase Former Partners' Profits
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that three years ago,
several dozen law firms expanded their ranks upon the dissolution
of San Francisco law firm Heller Ehrman. Now, those firms are
paying for their gains....


* S&P Says Corporate Default Tally Rises to 35 This Year
--------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Standard & Poor's
tally of global corporate defaults rose to 35 this week as a North
Carolina-based waste-handling equipment and recycling equipment
company joined the list.


* BOND PRICING -- For Week From Oct. 17-21, 2011
------------------------------------------------

  Company           Coupon   Maturity  Bid Price
  -------           ------   --------  ---------
AMBAC INC            9.375   8/1/2011    11.000
AMBAC INC            9.500  2/15/2021     9.900
AMBAC INC            7.500   5/1/2023    12.500
AMBAC INC            5.950  12/5/2035    12.250
ACARS-GM             8.100  6/15/2024     1.000
AHERN RENTALS        9.250  8/15/2013    30.000
AMER GENL FIN        4.500 11/15/2011    97.750
AMR CORP             9.200  1/30/2012    90.000
AMR CORP             9.000   8/1/2012    88.550
AMERICAN ORIENT      5.000  7/15/2015    53.978
BANK NEW ENGLAND     8.750   4/1/1999    14.000
BANK NEW ENGLAND     9.875  9/15/1999    14.000
BROADVIEW NETWRK    11.375   9/1/2012    81.250
BANKUNITED FINL      6.370  5/17/2012     9.250
BANKUNITED FINL      3.125   3/1/2034     5.625
BLOCKBUSTER INC     11.750  10/1/2014     2.125
CAPMARK FINL GRP     5.875  5/10/2012    50.500
O'CHARLEYS INC       9.000  11/1/2013    99.500
CIRCUS & ELDORAD    10.125   3/1/2012    79.000
CLEARWIRE COMM       8.250  12/1/2040    29.702
CLEARWIRE COMM       8.250  12/1/2040    29.702
DAE AVIATION        11.250   8/1/2015    45.875
DIRECTBUY HLDG      12.000   2/1/2017    35.625
DIRECTBUY HLDG      12.000   2/1/2017    26.500
DRUMMO-CALL11/11     7.375  2/15/2016   104.500
DUNE ENERGY INC     10.500   6/1/2012    50.500
DYNEGY HLDGS INC     8.750  2/15/2012    77.800
EDDIE BAUER HLDG     5.250   4/1/2014     6.750
EASTMAN KODAK CO     7.250 11/15/2013    43.750
ENERGY CONVERS       3.000  6/15/2013    48.250
EVERGREEN SOLAR      4.000  7/15/2013     1.000
EVERGREEN SOLAR     13.000  4/15/2015    50.000
FIRST DATA CORP      5.625  11/1/2011   100.000
FRIENDLY ICE CR      8.375  6/15/2012    15.400
FAIRPOINT COMMUN    13.125   4/1/2018     1.000
FAIRPOINT COMMUN    13.125   4/2/2018     1.250
GREAT ATLA & PAC     6.750 12/15/2012    22.125
GLOBALSTAR INC       5.750   4/1/2028    59.750
HAWKER BEECHCRAF     8.500   4/1/2015    36.000
HAWKER BEECHCRAF     9.750   4/1/2017    30.350
K HOVNANIAN ENTR    11.875 10/15/2015    54.750
K HOVNANIAN ENTR     7.500  5/15/2016    33.500
HORIZON LINES        4.250  8/15/2012    69.000
LEHMAN BROS HLDG     0.250  6/29/2012    23.000
LEHMAN BROS HLDG     6.000  7/19/2012    23.000
LEHMAN BROS HLDG     3.000 10/28/2012    25.125
LEHMAN BROS HLDG     3.000 11/17/2012    24.250
LEHMAN BROS HLDG     5.000  1/22/2013    23.125
LEHMAN BROS HLDG     5.625  1/24/2013    24.875
LEHMAN BROS HLDG     5.100  1/28/2013    21.750
LEHMAN BROS HLDG     5.000  2/11/2013    23.000
LEHMAN BROS HLDG     4.800  2/27/2013    23.125
LEHMAN BROS HLDG     4.700   3/6/2013    22.433
LEHMAN BROS HLDG     5.000  3/27/2013    23.750
LEHMAN BROS HLDG     5.750  5/17/2013    23.550
LEHMAN BROS HLDG     5.250  1/30/2014    23.125
LEHMAN BROS HLDG     4.800  3/13/2014    24.500
LEHMAN BROS HLDG     5.000   8/3/2014    23.000
LEHMAN BROS HLDG     6.200  9/26/2014    22.500
LEHMAN BROS HLDG     5.150   2/4/2015    22.750
LEHMAN BROS HLDG     5.250  2/11/2015    22.300
LEHMAN BROS HLDG     8.800   3/1/2015    23.375
LEHMAN BROS HLDG     7.000  6/26/2015    23.750
LEHMAN BROS HLDG     8.500   8/1/2015    22.500
LEHMAN BROS HLDG     5.000   8/5/2015    22.000
LEHMAN BROS HLDG     7.000 12/18/2015    23.750
LEHMAN BROS HLDG     5.500   4/4/2016    24.500
LEHMAN BROS HLDG     5.875 11/15/2017    23.250
LEHMAN BROS HLDG     5.550  2/11/2018    22.002
LEHMAN BROS HLDG     6.000  2/12/2018    20.320
LEHMAN BROS HLDG     5.250   3/5/2018    21.500
LEHMAN BROS HLDG     6.875   5/2/2018    25.500
LEHMAN BROS HLDG     8.050  1/15/2019    21.000
LEHMAN BROS HLDG     8.500  6/15/2022    22.750
LEHMAN BROS HLDG    11.000  6/22/2022    22.210
LEHMAN BROS HLDG    11.000  7/18/2022    22.750
LEHMAN BROS HLDG    11.500  9/26/2022    23.375
LEHMAN BROS HLDG     9.000 12/28/2022    21.750
LEHMAN BROS HLDG     9.500 12/28/2022    21.750
LEHMAN BROS HLDG     9.500  1/30/2023    21.800
LEHMAN BROS HLDG     8.400  2/22/2023    21.500
LEHMAN BROS HLDG     9.500  2/27/2023    21.000
LEHMAN BROS HLDG     9.000   3/7/2023    22.125
LEHMAN BROS HLDG    10.000  3/13/2023    22.500
LEHMAN BROS HLDG    18.000  7/14/2023    25.750
LEHMAN BROS HLDG    10.375  5/24/2024    22.000
LEHMAN BROS INC      7.500   8/1/2026    15.000
LEHMAN BROS HLDG    11.000  3/17/2028    20.700
LIFEPT VILGE         8.500  3/19/2013    49.500
MAJESTIC STAR        9.750  1/15/2011     4.750
MANNKIND CORP        3.750 12/15/2013    53.000
NEBRASKA BOOK CO    10.000  12/1/2011    90.063
NEBRASKA BOOK CO     8.625  3/15/2012    35.000
NBC ACQ CORP        11.000  3/15/2013     1.000
RESTAURANT CO       10.000  10/1/2013    22.200
PMI CAPITAL I        8.309   2/1/2027     9.000
PENSON WORLDWIDE     8.000   6/1/2014    43.457
SBARRO INC          10.375   2/1/2015     1.000
THORNBURG MTG        8.000  5/15/2013    10.500
TOUSA INC            9.000   7/1/2010    12.000
TRAVELPORT LLC      11.875   9/1/2016    41.750
TRAVELPORT LLC      11.875   9/1/2016    37.625
TIMES MIRROR CO      7.250   3/1/2013    38.250
TRAILER BRIDGE       9.250 11/15/2011    89.100
MOHEGAN TRIBAL       8.000   4/1/2012    64.489
MOHEGAN TRIBAL       6.125  2/15/2013    68.000
MOHEGAN TRIBAL       7.125  8/15/2014    52.250
TRICO MARINE SER     8.125   2/1/2013     5.000
TRICO MARINE         3.000  1/15/2027     4.000
TEXAS COMP/TCEH      7.000  3/15/2013    29.000
TEXAS COMP/TCEH     10.250  11/1/2015    37.500
TEXAS COMP/TCEH     10.250  11/1/2015    38.500
TEXAS COMP/TCEH     10.250  11/1/2015    38.000
VIRGIN RIVER CAS     9.000  1/15/2012    51.000
WESCO INTL           1.750 11/15/2026    89.000
WCI COMMUNITIES      7.875  10/1/2013     0.400
WCI COMMUNITIES      4.000   8/5/2023     1.570
WILLIAM LYONS        7.625 12/15/2012    13.000
WILLIAM LYON INC    10.750   4/1/2013    10.250
WILLIAM LYON INC     7.500  2/15/2014    14.000



                           *********

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.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, 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 2011.  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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