TCR_Public/111026.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 26, 2011, Vol. 15, No. 297

                            Headlines

155 EAST TROPICANA: Amends Schedules of Assets and Liabilities
ABBY REAL ESTATE: Files for Chapter 11 Bankruptcy Protection
ALLEN SHIRLEY: Court Denies Bid for New Trial in BankEast Suit
AMARANTH II: Files Schedules of Assets and Liabilities
AMBAC FINANCIAL: Hearing Today on Estimation of $807.2-Mil. Claim

AMBAC FINANCIAL: Pro Se Creditor Says Plan Undervalued
AMBAC FINANCIAL: Proposes to Set Nov. 23 D&O Claims Bar Date
AMERICAN PACIFIC: Seeks Approval of Settlement With Naturopathic
AVIS BUDGET: Fitch Affirms 'B+' Long-Term Issuer Default Rating
BANCORPSOUTH INC: Moody's Lowers Preferred Stock Rating to 'Ba1'

BERNARD L. MADOFF: Trustee Opposes Appeal Now by Family Members
BERNARD L. MADOFF: Mets Owners Fight Trustee's Clawback Cap Appeal
BOCA BRIDGE: Has Until Nov. 29 to Solicit Ch. 11 Plan Acceptances
BORDERS GROUP: Assumes And Assigns Store #537 Lease
BORDERS GROUP: Closes Deal With Books-A-Million

BORDERS GROUP: Court Sets Nov. 21 Claims Bar Date
BORDERS GROUP: Removal Period Extended Until Jan. 12
B.R. SUMMERLIN: 2nd Amended Plan to Pay FirstStorm Over 7 Years
BURLINGTON COAT: Fitch Affirms 'CC' Rating on Sr. Unsec. Notes
CAGLE'S INC: Files for Chapter 11; Has DIP Loan With AgSouth

CAPMARK FINANCIAL: Sues Goldman for $147MM in Preference Claims
CASTLE ARCH: Voluntary Chapter 11 Case Summary
CAVIATA ATTACHED: Employs Law Offices of Alan Smith as Attorneys
CDC CORP: Judge Allows Hedge Fund to Investigate Executives
C.E. HINES: Voluntary Chapter 11 Case Summary

CEDAR FUNDING: Owner Agrees to Pay $70MM as Part of Guilty Plea
CENTURY PLAZA: Section 341(a) Meeting Scheduled for Dec. 2
CHEF SOLUTIONS: Terms of RMJ-Led Auction for Nov. 9
CHEF SOLUTIONS: Hires Piper Jaffray as Investment Banker
CHEYENNE HOTEL: Can Access Wells Fargo Cash Until Dec. 31

CHRYSLER GROUP: UAW Likely to Get Members' Approval for Contract
CLEAR CREEK: Nov. 8 Hearing on Motion to Extend Exclusivity Set
CLIVER DEVELOPMENT: Seeks to Employ Sender & Wasserman as Counsel
CLIVER DEV'T: Stipulation Withdrawing Motion to Dismiss Approved
COBALIS CORP: Court Rejects TRO Motion in Suit Over PIPE Loan

COMMUNITY TOWERS: Has Interim Approval to Use CIBC Cash Collateral
CONGRESSIONAL HOTEL: Court OKs McNamee Hosea as Bankr. Counsel
COOPER LIMITED: Voluntary Chapter 11 Case Summary
CORDIA COMMUNICATIONS: Plan Filing Period Extended to Jan. 15
CORDIA COMMUNICATIONS: Has Use Thermo Collateral Until Dec. 31

CYBERDEFENDER CORP: Completes 1st Tranche of Common Shares Sale
DAMON'S INT'L: Closes Four Restaurants; Still on Auction Block
DARUMA JAPANESE: Voluntary Chapter 11 Case Summary
D.C. DEVELOPMENT: Section 341(a) Meeting Scheduled for Nov. 21
D.C. DEVELOPMENT: Seeks to Employ Logan Yumkas as Counsel

DECORATOR INDUSTRIES: U.S. Trustee Appoints Creditors Panel
DELPHI CORP: Methode Allowed to Amend Counterclaim
DELPHI CORP: J. Grai Wants Lift Stay to Disburse Benefits
DELPHI CORP: Stipulation for Unsecured Claim to Grace Davison
DELPHI CORP: Delphi Automotive, Others Sued Over Price-Fixing

DOT VN: Signs Exclusive Reseller Agreement with hereUare
DOUBLE D: Case Summary & 18 Largest Unsecured Creditors
DYNEGY INC: In Talks With Bondholders Regarding Unit's Bankruptcy
EIG MG'T: Fitch Affirm 'B+' Long-Term Issuer Default Rating
ENCOMPASS SERVICES: Sahara's Claims Discharged in Bankruptcy

ENERGY AND POWER: Hearing on Further Cash Collateral Tomorrow
ENERGY AND POWER: Proposes ISPE-Led Auction for All Assets
EVANS OIL: Hearing on Further Access to Cash Tomorrow
EVERGREEN SOLAR: Insists on Stalking Horse Bid Despite Objections
EXPRESS SHOP: Case Summary & 3 Largest Unsecured Creditors

FALLS AT TOWNE: Hearing on Case Dismissal Plea Set for Nov. 9
FORD MOTOR: Fitch Upgrades Issuer Default Ratings to 'BB+'
FRANK RUIZ: AEA Wants Petition to Discharge Debts Rejected
FRIENDLY ICE CREAM: Wants to Continue Using Cash Management System
GAC STORAGE: Case Summary & 20 Largest Unsecured Creditors

GAVALEX REALTY: Case Summary & 19 Largest Unsecured Creditors
GIORDANO'S ENTERPRISES: Former Owner Objects to Liquidation Plan
GRACEWAY PHARMA: Obtains Authority to Employ Young Conaway
H&H TRACKWORKS: Employee Fund's Suit Survives Motion to Dismiss
HARRY & DAVID: Names Ex-Guitar Center Executive Johnson as CEO

HARTWICK COLLEGE: Moody's Raises Long-Term Rating to 'Ba1'
HEALTHCARE REALTY: Fitch Withdraws 'BB+' Preferred Stock Rating
HOMELAND SECURITY: Supplements Stock Purchase Pact Disclosure
INKEEPERS USA: Judge 'Directs' Sale Completion
INPHASE TECHNOLOGIES: Section 341(a) Meeting Set for Nov. 28

INPHASE TECHNOLOGIES: Seeks to Hire Laufer and Padjen as Counsel
INQUEST TECHNOLOGY: Files for Bankruptcy to Block Judgment
JEFFREY SIKES: Owes About $3.1 Million to Creditors
KB ALICO: Case Summary & 2 Largest Unsecured Creditors
KINGSBURY CORP: Hires Bernstein Shur as Bankruptcy Counsel

KINGSBURY CORP: Can Borrow Up to $300,0000 from Diamond Business
LEE ENTERPRISES: Expects to Report a 3.8% Decline in Q4 Revenue
LEHMAN BROTHERS: Generated $4.4-Bil. in Traded Claims
LEHMAN BROTHERS: Shinsei Bank Opposes Plan Confirmation
LEHMAN BROTHERS: Deutsche Proposes to Reclassify $2.4-Bil. Claim

LEHMAN BROTHERS: Triangular Setoff Lacks Mutuality
LEHMAN BROTHERS: Foster Graham to Handle Claims vs. Defendants
LEHMAN BROTHERS: Wins Nod to Hire Hardinger as Special Counsel
LEHMAN BROTHERS: Wins Nod to Hire Fried Frank as Special Counsel
LEHMAN BROTHERS: RBS Fails to Win Dismissal of $345MM Claim

LENNY DYKSTRA: Wants Fraud Trial Pushed to March Next Year
LINDEN LOMITA: Case Summary & Largest Unsecured Creditor
LOCATION BASED TECH: PocketFinder Now Available at Apple Stores
LOGAN'S ROADHOUSE: Moody's Lowers CFR to 'B3'; Outlook Stable
LOS ANGELES DODGERS: Ticket Holders Get 2 Seats on Creditors Panel

MALIBU ASSOCIATES: Can Use Bank's Cash Collateral Until Jan. 31
MAQ MANAGEMENT: Bank Seeks to Enforce Cash Collateral Order
META CO: Hung Ry Noodle Shop Files for Bankruptcy
MF GLOBAL: Moody's Lowers Preferred Stock Rating to 'Ba2'
MORTGAGES LTD: Suit Over Mechanics' Lien Priority Goes to Trial

MOUNTAIN PROVINCE: Completes Gahcho Kue Airborne Gravity Survey
MRK OVERSEAS: Case Summary & 4 Largest Unsecured Creditors
MT3 PARTNERS: Has No Plan; Hearing on Case Dismissal Today
NATURALMIND, INC.: Case Summary & Largest Unsecured Creditor
NAVISTAR INT'L: Inks $355MM Revolving Facility with BoA, et al.

MARCO POLO: Banks' Motions to Dismiss Chapter 11 Filings Tossed
PACIFIC AVENUE: Lincoln Harris Sued Over EpiCentre Lease
PEGASUS RURAL: Xanadoo Avoids Trustee or Dismissal for Now
PENINSULA HOSPITAL: Files Schedules of Assets and Liabilities
PHIBRO ANIMAL: Moody's Lowers CFR to 'B3'; Outlook Stable

QIMONDA RICHMOND: Liquidation Plan Declared Effective
ROTHSTEIN ROSENFELDT: Miami Heat, Panthers Sued for Preferences
RQB RESORT: Judge Confirms Plan; Goldman Controls Hotel
SANITARY AND IMPROVEMENT: Gets Majority of Votes Supporting Plan
SEQUA CORPORATION: Moody's Affirms 'B3' CFR; Outlook Positive

SOUTHERN PRODUCTS: Posts $300,200 Net Loss in Aug. 31 Quarter
STATION CASINOS: Moody's Assigns 'B3' CFR; Outlook Stable
SUMMER VIEW: Files Schedules of Assets and Liabilities
TALON THERAPEUTICS: Samir Gharib Appointed Interim Controller
THURMON BELL: BB&T Lawsuits Stayed Following Bankruptcy

TOWN CENTER: U.S. Trustee Appoints 3-Member Creditors' Panel
TRIBUNE CO: Plan Decision Near After Settlements
TRIBUNE CO: Plan Proponents File Amendments After Deal
TRIBUNE CO: Court OKs ERISA Class Action Settlement
TUSCAN RANCH: AEA Gets Court Approval to Take Control of Assets

US STEEL: Moody's Downgrades CFR to Ba3; Outlook Stable
VITRO SAB: U.S. Trustee Amends Vitro Asset Creditors' Panel
WES CONSULTING: Closing of WMI Sale Agreement Extended to Oct. 28
W.R. GRACE: To Merge 46 Subsidiaries Into Grace-Conn.
W.R. GRACE: Proposes to Sell Vermiculite Assets for $10-Mil.

W.R. GRACE: Proposes to Hike OCP Expenses Cap to $1.6-Mil.
XZERES CORP: Posts $1.8 Million Net Loss in Aug. 31 Quarter

* European Private Equity-Backed Companies Face Debt Wave

* Upcoming Meetings, Conferences and Seminars



                            *********



155 EAST TROPICANA: Amends Schedules of Assets and Liabilities
--------------------------------------------------------------
155 East Tropicana, LLC, has amended for a second time its
schedules of assets and liabilities, disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property               $46,700,000
B. Personal Property           $16,536,842
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                              $177,230,840
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                       $12,950,324
                                -----------     ------------
       TOTAL                    $63,236,842     $189,181,164

A full-text copy of the second amended schedules is available for
free at http://bankrupt.com/misc/155east.amendedSAL.dkt163.pdf

In the original schedules, the Debtor disclosed total secured
priority claims of $176,718,168, and unsecured non-priority claims
of $1,087,877.  In the first amendment, the Debtor disclosed total
secured priority claims of $176,844,065, and unsecured non-
priority claims of $12,950,324.

                     About 155 East Tropicana

155 East Tropicana LLC owns the world's first Hooters Casino
Hotel, a 696-room and 4-suite hotel located one block from the Las
Vegas Strip and across Tropicana Blvd. from MGM Grand.

155 East Tropicana, along with an affiliate, sought Chapter 11
protection (Bankr. D. Nev. Case No. 11-22216) on Aug. 1, 2011.
155 East sought bankruptcy protection to stop a scheduled Aug. 8
foreclosure of the second-lien debt.  The two secured credit
facilities were accelerated early this year.

Canpartners Realty Holding Co. IV LLC acquired 98.4% of the $130
million in 8.75% second-lien senior secured notes.  An additional
$32.2 million of interest is owing on the second-lien debt.  US
Bank NA is the indenture trustee.  Holders of the $14.5 million in
first-lien debt have Wells Fargo Capital Finance Inc. as their
agent.  The first-lien obligation is fully secured.  Interest has
been paid at the default rate.

Gerald M. Gordon, Esq., and Brigid M. Higgins, Esq., at Gordon
Silver, in Las Vegas, Nevada, serve as counsel to the Debtors.
Garden City Group, Inc., is the claims agent.  William G. Kimmel &
Associates has been hired to provide an appraisal of the Debtors'
casino hotel/property.  Alvarez & Marsal serves as financial and
restructuring advisor.  Innovation Capital LLC serves as financial
advisor for capital raising transactions and M&A transactions.


ABBY REAL ESTATE: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Eric Convey, managing editor at Boston Business Journal, reports
that Abby Real Estate Development Inc. filed on Oct. 19, 2011, for
Chapter 11 protection.  The Company listed assets of $5.4 million
and liabilities of $4 million.  According to the report, the
biggest asset, by far, is 11.31 acres in Falmouth, Mass.,
permitted for 36 condominiums in 18 buildings.

The report says claimants include Dr. Robin Peters and Elizabeth
Peter, who list separate California addresses, and the estate of
Delinda Labert.  The Community Bank also has a claim.

Abby is represented in the bankruptcy proceedings by Honoria
DaSilva-Kilgore, Esq. -- info@hdklawoffices.com -- of Raynham,
Massachusetts.

Incorporated in 2005, Abby Real Estate Development Inc. is the
developer of a Falmouth condominium project


ALLEN SHIRLEY: Court Denies Bid for New Trial in BankEast Suit
--------------------------------------------------------------
Bankruptcy Judge Richard Stair, Jr., denied the request of
defendant Ruth W. Shirley for new trial in the lawsuit, BANKEAST,
in its capacity as authorized Representative of the Estate of
Allen Carter Shirley and Diane Winn Shirley, v. RUTH W. SHIRLEY,
Adv. Proc. No. 10-3032 (Bankr. E.D. Tenn.).

As reported by the Troubled Company Reporter, the Court on Sept.
12, 2011, entered a Judgment avoiding a March 27, 2009 transfer
from the Debtors to the Defendant of their one-half undivided
interest in the real property located in Sevier County, Tennessee,
referred to as Caney Creek Tract 1.  The Judgment also directed
that the Plaintiff recover the avoided transfer for the benefit of
the Chapter 11 bankruptcy estate and that the Defendant transfer
her interest in Caney Creek Tract 1 back to the Debtors after
which time it would be liquidated in accordance with the terms of
the Third Amended Plan of Reorganization by BankEast confirmed on
October 22, 2010, as modified on January 6, 2011.

A copy of the Court's Oct. 19, 2011 Memorandum is available at
http://is.gd/NXB8AMfrom Leagle.com.

Allen Carter Shirley and Diane Winn Shirley filed a voluntary
Chapter 11 petition (Bankr. E.D. Tenn. Case No. 09-35259) on
Sept. 22, 2009.  William E. Maddox Jr., Esq. --
wem@billmaddoxlaw.com -- serves as the Joint Debtors' counsel.  In
their petition, the Joint Debtors estimated $1 million to $10
million in assets and debts.

On March 25, 2010, the Court gave BankEast derivative standing to
pursue avoidance of fraudulent conveyances.  BankEast filed a
Third Amended Plan of Reorganization dated Sept. 13, 2010.  The
Court confirmed the Plan on Oct. 22, 2010.  An order modifying the
Plan was entered on Jan. 6, 2011.  The confirmed plan, as
modified, provides for the auction sale of certain of the Debtors'
real property.

Attorneys for BankEast are:

          Wilson S. Ritchie, Esq.
          Rachel K. Powell, Esq.
          THE RITCHIE LAW FIRM, P.C.
          BankEast Building, Suite 1100
          607 Market St., P.O. Box 987
          Knoxville, TN 37902
          Tel: (865) 524-5353
          Fax: (865) 974-9615
          E-mail: writchie@ritlaw.com


AMARANTH II: Files Schedules of Assets and Liabilities
------------------------------------------------------
Amaranth II, LP, filed with the U.S. Bankruptcy Court for the
Eastern District of Texas its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,727,104
  B. Personal Property              $914,519
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $19,916,800
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $315,685
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $12,006
                                 -----------      -----------
        TOTAL                    $15,641,623      $20,244,491

                       About Amaranth II LP

Carrollton, Texas-based Amaranth II LP filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case No. 11-43068) on Oct. 4, 2011.
Chief Judge Brenda T. Rhoades presides over the case.  Bruce E.
Turner, Esq., at Bennett Weston Lajone & Turner, P.C., serves as
the Debtor's counsel.  The petition was signed by Carmelita D.
Dolores, president of Stonebriar Investment, Inc., its general
partner.


AMBAC FINANCIAL: Hearing Today on Estimation of $807.2-Mil. Claim
-----------------------------------------------------------------
Ambac Financial Group, Inc., asks Judge Shelley C. Chapman of the
U.S. Bankruptcy Court for the Southern District of New York to
determine that Claim Nos. 3694 and 3699, each asserting a
priority claim against the Debtor of $807,242,021, filed by the
U.S. Department of Treasury, Internal Revenue Service, will be
estimated pursuant to Section 502(c) of the Bankruptcy Code.

The core of the dispute between the Debtor and the IRS is whether
the impairment losses incurred on as "pay-as-you-go" credit
default swap contracts by subsidiaries of the Debtor after 2004,
which generated net operating losses or NOLs, were properly
determined by the Debtor.

Such dispute is a "critical uncertainty creating an impediment to
confirmation by the Debtor of a feasible Chapter 11
reorganization plan," according to Peter A. Ivanick, Esq., at
Dewey & LeBoeuf LLP, in New York.

Mr. Ivanick tells Judge Chapman that resolution of related
"Unresolved Tax Issues" is dispositive of whether NOLs existed to
be carried back to earlier tax years as reported on AFG's 2007
and 2008 consolidated federal tax returns, thus generating the
tax refunds that are the subject of the IRS Claims, and whether
unused NOLs exist that may be carried forward and used in future
years

The Unresolved Tax Issues include, but are not limited, to:

  (a) The Debtor's Post-2004 Contracts are Notional Principal
      Contracts under Section 1.446-3 of the Code of Federal
      Regulations;

  (b) The Debtor's use and application of the impairment method
      to account for losses on its Post-2004 Contracts clearly
      reflects income and the economic substance of the Post-
      2004 Contracts and represents a reasonable amortization
      method with respect to those losses under Section 446 of
      the Internal Revenue Code;

  (c) The discount rate used by the Debtor is appropriate to
      calculate the CDS impairment losses for tax years 2007
      through 2010;

  (d) The Debtor's use of the impairment method for the first
      time in 2007 constituted an impermissible change in
      accounting method, or alternatively, whether the IRS
      abused its discretion in withholding its consent to the
      change or alternatively whether the IRS is estopped from
      arguing that change was impermissible; and

  (e) An ownership change, within the meaning of Section 382 of
      the Internal Revenue Code, with respect to Ambac Assurance
      Corporation or a deconsolidation event occurred during the
      2010 taxable year as a result of a June 7, 2010 settlement
      among AFG, Ambac Assurance Corporation and counterparties
      to outstanding credit default swaps with Ambac Credit
      Products, LLC, or any other reason.

The Unresolved Tax Issues were raised by the IRS in an
Information Document Request dated October 28, 2010, in verbal
communications made by an IRS revenue agent, in the Notices of
Proposed Adjustment issued on May 4, and 10, 2011, and in the
proofs of claim filed with the Court.

In May 2011, the IRS filed the IRS Claims for return of the Tax
Refunds claimed in the Tax Returns for 2007 and 2008, and for
other related charges.  The Debtor also initiated an adversary
proceeding seeking to enjoin the IRS from taking any enforcement
action against AFG and its subsidiaries.

The Debtor has calculated the NOLs generated by the Post-2004
Contracts, from issuance through tax year 2010, to have a face
value equal to approximately $7 billion.  A portion of the NOLs
generated by the Post-2004 Contracts have been asserted in Tax
Returns filed by AFG prepetition or postpetition, and AFG
calculates the remaining NOLs related to the Post-2004 Contracts
to have a face value equal to approximately $4.7 billion.

As of October 7, 2011, the Debtor had total cash of approximately
$53 million, including $6.5 million in retainers and escrow.  In
order to exit Chapter 11 with enough cash to cover operating
expenses for three to five years, the Debtor needs cash at exit
of approximately $15 million to $25 million, assuming that the
IRS Claims remain unresolved and, as a result, the Second Amended
Plan of Reorganization cannot be implemented, Mr. Ivanick states.

"The NOLs may be the most valuable asset of the Debtor's estate,
and without determination of their amount, the Debtor's liability
for the IRS Claims remains contingent and unliquidated, and the
Debtor's ability to confirm a plan of reorganization is
severely impaired," Mr. Ivanick asserts.

He stresses that the time and expense of fully litigating the IRS
Claims and underlying disputes to a final resolution pursuant to
the Federal Rules of Civil Procedure will certainly trigger
conversion of the Debtor's Chapter 11 reorganization effort to
liquidation under Chapter 7 because the Debtor will run out of
money, despite its agreement with AAC to pay 85% of the Debtor's
costs.

Thus, the Debtor asks the Court to establish procedures for
estimation of the IRS Claims inclusive of the determination
pursuant to Section 505(a) of the Bankruptcy Code of the related
Unresolved Tax Issues.

The Estimation Procedures will allow the parties to complete
discovery according to the mutually agreed-upon schedule
established in the Adversary Proceeding and requires a hearing on
estimation and determination of tax issues after the close of
discovery in the Adversary Proceeding on November 4, 2011,
according to the Debtor.

The proposed estimation schedule provides for these dates:

  * November 9, 2011          The Debtor will serve an Objection
                              Statement, the IRS a Statement of
                              Claim.

  * November 16, 2011         The parties will file statements
                              of position that desire to submit
                              a rebuttal.  The parties will also
                              file pre-hearing statements that
                              will list disputed issues of fact
                              and law and witnesses to be
                              presented.

  * November 21, 2011         Claim Estimation Hearing.

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

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

"Estimation and determination of tax liability are appropriate
here, where determination of the IRS Claims and the proper tax
treatment of the Post-2004 Contracts through a full trial of the
issues remaining to be determined would delay the bankruptcy case
to such a degree that reorganization would otherwise be rendered
impossible, and the issues are dispositive of the Debtor's
estate's value to creditors," Mr. Ivanick maintains.

The Debtor also filed with the Court an accompanying memorandum
of law discussing, among other things, the Court's discretion to
impose the Estimation Procedures.

A full-text copy of the memorandum of law is available for free
at http://bankrupt.com/misc/Ambac_IRSEstimationMemoofLaw.pdf

             Creditors' Committee Supports Debtor

The Official Committee of Unsecured Creditors joins in the
Debtor's Motion to Estimate IRS Claims.  In addition, the
Committee seeks that the IRS Claims be estimated at zero for
these reasons:

  * On September 15, 2011, the Treasury Department and the IRS
    promulgated proposed regulations which effectively concede
    the Debtor's tax return position regarding the nature of the
    Post-2004 CDS contracts.

  * In light of this concession, the Claims are based on the
    erroneous premise that the Debtor required the prior consent
    of the IRS to report and deduct impairment losses on the
    Post-2004 CDS contracts.

  * The IRS' primary technical witnesses have been unable to
    rebut neither the discount rate the Debtor used to compute
    the losses at issue in the Debtor's bankruptcy case nor the
    reasonableness of the accounting method used by the Debtor
    in determining those losses.

The Court will consider the Debtor's Motion to Estimate IRS
Claims on Oct. 26, 2011.

                       About Ambac Financial

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

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

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

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

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

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

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

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: Pro Se Creditor Says Plan Undervalued
------------------------------------------------------
A pro se creditor named Mrs. Frederick Sam opposes confirmation
of the Second Amended Plan of Reorganization, alleging that the
value of Ambac Financial Group, Inc.'s estate is far greater than
that which is stated in the Plan.

Mrs. Sam further contends that:

  (1) The Debtor did not obtain an independent valuation nor a
      market valuation of its chief asset, Ambac Assurance
      Corporation or other subsidiaries, and instead only
      obtained a biased evaluation from Blackstone;

  (2) Book value is not intrinsic value contrary to what the
      Debtor continues to imply;

  (3) The Debtor is only valuing its expected recoveries from
      AAC's pending litigation at about $2 billion.

If the Plan is confirmed and equity holders interest is canceled,
what would happen later should those AAC lawsuits be resolved in
an equitable manner, one that would result in large awards to AAC
that are in multiples of the valuations the Debtor has given them
for their purposes in their bankruptcy, Mrs. Sam questions.  This
can be cause to reopen the bankruptcy under Section 350(b) of the
Bankruptcy Code, she says.  Accordingly, it would be in the best
interest of the Debtor and all interested parties to treat
shareholders in an equitable manner in order to avoid "such
troublesome" action in the future, she asserts.

                       About Ambac Financial

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

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

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

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

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

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

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

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: Proposes to Set Nov. 23 D&O Claims Bar Date
------------------------------------------------------------
At the behest of Ambac Financial Group, Inc., the bankruptcy court
fixed Nov. 23, 2011, as the deadline by which all current
directors, officers and affiliates of the Debtor must file proof
of claim forms asserting those claims.

Judge Chapman ruled that the Current D&O/Affiliate Bar Date does
not modify or supersede the March 1, 2011 order extending the
deadline for filing proofs of claim for certain former officers
and directors of the Debtor.  Likewise, the Current D&O/Affiliate
Claims Bar Date does not apply to Former Officers and Former
Directors.

The Current Directors, Officers and affiliate of the Debtor will
be required to use the proof of claim, which is the same proof of
claim set forth in the General Bar Date Order.  In addition, the
Debtor is permitted to use the procedures established by the
General Bar Date Order to provide Current D&Os and affiliates of
the Debtor with ample opportunity to file proofs of claim, and
achieve administrative efficiency.

Any Current Director, Current Officer or affiliate of the Debtor
holding a claim against the Debtor that is required, but fails,
to timely file a proof of claim in accordance the Current
D&O/Affiliate Bar Date Order will be forever barred, estopped,
and enjoined from asserting the claim against the Debtor, and the
Debtor, its estate, and its property be forever discharged from
any and all indebtedness or liability with respect to the claim,
and the holder will not be permitted to vote to accept or reject
any plan of reorganization filed in the Debtor's Chapter 11 case
or participate in any distribution in the Debtor's Chapter 11
case on account of the claim.

The Debtor will serve notice of entry of the Current
D&O/Affiliate Bar Date Order, within seven days of the entry of
the Current D&O/Affiliate Bar Date Order, on:

  * the U.S. Trustee for Region 2;

  * counsel to the Official Committee of Unsecured Creditors;

  * counsel to any other statutory committee in the Debtor's
    Chapter 11 case;

  * counsel to the Office of the Commissioner of Insurance of
    the State of Wisconsin;

  * all persons or entities that have requested notice pursuant
    to Rule 2002 of the Federal Rules of Bankruptcy Procedure;

  * all Current Directors and Current Officers of the Debtor;
    and

  * all affiliates of the Debtor.

The Current D&O/Affiliate Claims Bar Date will be at least 35
days following the mailing of the Current D&O/Affiliate Bar Date
Notice.

Allison H. Weiss, Esq., at Dewey & LeBoeuf LLP, in New York,
insisted that service of the Current D&O/Affiliate Bar Date
Notice and the mailing thereof is good, adequate, and sufficient
notice of the bar date.

                       About Ambac Financial

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

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

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

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

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

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

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

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMERICAN PACIFIC: Seeks Approval of Settlement With Naturopathic
----------------------------------------------------------------
Christopher Barclay, the Chapter 11 trustee of American Pacific
Financial Corp., seeks court approval of a settlement of claims
against Naturopathic Laboratories International, Inc.

The proposed settlement grants American Pacific a guaranteed
immediate sum of $12,092, and calls for the transfer of all
remaining non-cash assets of Naturopathic to the company.

The deal also requires Mr. Barclay to dismiss the lawsuit against
Naturopathic and its Chapter 7 trustee, Kenneth Silverman.

American Pacific filed the lawsuit early last year to seek the
turnover of Naturopathic's remaining funds in the sum of $52,092.
The company asserted that AMPAC Capital Solutions LLC's interests
in Naturopathic had been assigned to it in 2008.

AMPAC Capital held a secured interest in Naturopathic's cash
collateral pursuant to their 2004 agreement.  The agreement
secured any loan made by AMPAC Capital to Naturopathic with cash
collateral.

The U.S. Bankruptcy Court for the District of Nevada will hold a
hearing on Nov. 1, 2011, to consider approval of the settlement.

                About American Pacific Financial

Las Vegas, Nevada-based American Pacific Financial Corporation has
been involved in private equity and sub-debt investment in various
types of companies since 1978.  APFC's assets include loans and
investments in distressed real estate development projects and in
other types of distressed operating companies throughout various
industries.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 10-27855) on Sept. 21, 2010.
Kaaran Thomas, Esq., and Ryan J. Works, Esq., at McDonald Carano
Wilson, LLP, in Las Vegas, Nevada, represent the Debtor.  The
Company disclosed $16,597,647 in assets and $160,977,435 in
liabilities as of the Chapter 11 filing.


AVIS BUDGET: Fitch Affirms 'B+' Long-Term Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) of Avis Budget Group, Inc. (ABG) and its debt-issuing
subsidiary Avis Budget Car Rental, LLC (ABC) at 'B+'.

Concurrently, ABC's secured and unsecured debt ratings have been
upgraded as follows:

Avis Budget Car Rental, LLC

  -- Senior secured debt upgraded to 'BB+/RR1' from 'BB-/RR3'; and
  -- Senior unsecured debt upgraded to 'B+/RR4' from 'B-/RR6'.

The Rating Outlook has been revised to Positive from Stable.
Approximately $2.8 billion of secured and unsecured debt is
affected by these actions.

The affirmation reflects the strength of ABG's dual brand
strategy, its leading position in the on-airport rental market,
successful cost containment initiatives, improved access to the
capital markets, and solid capitalization and liquidity for the
rating category.  Rating constraints continue to reflect the
cyclicality inherent in the car and truck rental industry and the
company's heavy reliance on secured funding vehicles, although
unsecured corporate debt issuances have increased in recent years.

The upgrade in the debt level ratings reflect improved recovery
prospects for secured and unsecured creditors given stronger
corporate liquidity, lower leverage, a higher proportion of
unsecured debt in the capital structure, and improved economics in
the secured debt markets, as evidenced by better advance rates in
asset-backed securities (ABS) and secured conduit structures.

The recovery rating of 'RR1' for the secured corporate debt
reflects outstanding recovery prospects for debtholders in the
event of default, while the recovery rating of 'RR4' for the
unsecured corporate debt indicates average recovery prospects in
the event of default.

The Positive Rating Outlook reflects ABG's ability to improve
operating efficiencies, reduce leverage, strengthen liquidity, and
maintain sufficient funding in a tough economic and capital
markets environment.  Additionally, Fitch believes the recent
acquisition of Avis Europe is a good strategic fit which will
strengthen the company's competitive position on a global scale
while adding fleet and revenue diversity.

Positive rating actions will be driven by the company's ability to
sustain recent improvements in operating performance, funding
flexibility, and capitalization, in addition to an ability to
integrate the Avis Europe acquisition and realize projected cost
synergies.  Fitch would view favorably the company's ability to
manage net leverage within the company's articulated range of 3.0
times (x) to 4.0x longer term.

Conversely, negative rating actions could result from
deteriorating global economic conditions, which yield meaningful
declines in passenger travel volumes, hurting revenue and EBITDA
generation and pressuring cushions on debt covenant ratios.  A
decline in ABG's competitive positioning, as evidenced by reduced
market share, would also be viewed negatively by Fitch.

ABG's leverage, as measured by corporate debt to adjusted EBITDA
declined to 4.78x at June 30, 2011, on a trailing 12 month (TTM)
basis, compared to 6.33x at year-end 2010 and 10.91x at year-end
2008.  Net of $645 million of unrestricted balance sheet cash,
leverage improved to 3.54x compared to 4.03x and 9.34x at the end
of 2010 and 2008, respectively.  Adjusted EBITDA has benefited
from a $139 million increase in vehicle gains in the first six
months of the year compared the comparable 2010 period.  Fitch
expects vehicle gains will normalize over time, as used vehicle
values decline from historical highs, but gains are expected to
remain larger than pre-crisis levels, given the increased number
of risk vehicles in the fleet.  Additionally, Fitch believes an
increase in rental volume and improved operating leverage will
also help to offset declines in vehicle sale gains over time.

ABG's liquidity profile has also strengthened with higher
unrestricted cash balances, improved access to the ABS markets,
strong operating cash generation, and increased borrowing capacity
on the corporate revolver and vehicle conduit facilities, which
are believed to be sufficient to fund peak fleet needs. The
corporate revolver does not mature until May 2016 and no other
corporate debt is due until 2014.

Operating performance has improved significantly since 2009.
Record earnings were reported for the second quarter of 2011
(2Q'11) and management expects another record quarter in 3Q'11.
Outsized vehicle gains have boosted 2011 performance, but vehicle
revenue grew 6.8% in the first half of 2011 (1H'11), year over
year, ancillary fees were up 12.1%, and vehicle funding costs were
down 12% with improved ABS and conduit funding costs.

ABG is the surviving legal entity from the split of Cendant
Corporation into four companies in August 2006.  The company is
one of the largest general-use car rental operators in the world,
composed of two very recognized brands; Avis and Budget.  The
average rental fleet was 338,101 vehicles at June 30, 2011 and the
company generated approximately $3.9 billion of vehicle revenue in
2010. The company's stock trades on the NASDAQ under the ticker
CAR.

Fitch has taken the following rating actions:

Avis Budget Group, Inc.

  -- Long-term IDR affirmed at 'B+'.

Avis Budget Car Rental, LLC

  -- Long-term IDR affirmed at 'B+'.
  -- Senior secured debt upgraded to 'BB+/RR1' from 'BB-/RR3'; and
  -- Senior unsecured debt upgraded to 'B+/RR4' from 'B-/RR6'.


BANCORPSOUTH INC: Moody's Lowers Preferred Stock Rating to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of
BancorpSouth Inc. (Issuer to Baa2 from Baa1), and its
subsidiaries, including the long-term ratings and unsupported bank
financial strength (BFSR) rating of its lead bank, BancorpSouth
Bank (unsupported BFSR to C- from C, mapping to a Baa1 on the
long-term scale, and long-term deposits to Baa1 from A3).
Following the rating action, Moody's outlook on BancorpSouth and
its subsidiaries is negative.

RATINGS RATIONALE

The downgrade was driven by the deterioration in BancorpSouth's
asset quality. BancorpSouth's nonperforming assets (NPAs;
including 90+ and accruing TDRs) are up 44% from June 30, 2010 and
remained elevated at 5.6% of loans plus OREO or 45% of tangible
common equity (TCE) plus reserves at September 30, 2011. While
Moody's recognized the slowdown in the inflows of new nonaccruals
from its peak in the third quarter of 2010, Moody's also noted the
potential for further deterioration in asset quality as evidenced
by an increase of 27% in the total amount of special mention and
substandard loans from the prior quarter. These credit indicators
are in marked contrast with many of BancorpSouth's peers which
have experienced either stable or improving trends in credit
metrics in recent quarters.

The negative outlook reflects the company's heightened level of
potential problem assets as well as the significant concentration
in commercial real estate (CRE) at 3 times TCE. In addition,
approximately 40% of BancorpSouth's CRE is construction and
acquisition and development, which increases BancorpSouth's
transition risk if economic conditions were to worsen beyond
Moody's expectations. Specifically, in a significantly weaker CRE
environment, BancorpSouth's capital base may not be commensurate
with its new ratings level.

Moody's last rating action on BancorpSouth was on July 6, 2011
when its long-term ratings were placed under review for possible
downgrade.

The methodologies used in this rating were "Bank Financial
Strength Ratings: Global Methodology", published in February 2007,
"Incorporation of Joint-Default Analysis into Moody's Bank
Ratings: A Refined Methodology", published in March 2007, and
"Moody's Guidelines for Rating Bank Hybrid Securities and
Subordinated Debt", published in November 2009.

BancorpSouth is headquartered in Tupelo, Mississippi and reported
assets of $13.2 billion at September 30, 2011.

Downgrades:

Issuer: BancorpSouth Bank

-- Bank Financial Strength Rating, Downgraded to C- from C

-- Issuer Rating, Downgraded to Baa1 from A3

-- OSO Senior Unsecured OSO Rating, Downgraded to Baa1 from A3

-- Senior Unsecured Deposit Rating, Downgraded to Baa1 from A3

Issuer: BancorpSouth Capital Trust I

-- Pref. Stock Preferred Stock, Downgraded to Ba1 from Baa3

Issuer: BancorpSouth, Inc.

-- Issuer Rating, Downgraded to Baa2 from Baa1

Outlook Actions:

Issuer: BancorpSouth Bank

-- Outlook, Changed To Negative From Rating Under Review

Issuer: BancorpSouth Capital Trust I

-- Outlook, Changed To Negative From Rating Under Review

Issuer: BancorpSouth, Inc.

-- Outlook, Changed To Negative From Rating Under Review


BERNARD L. MADOFF: Trustee Opposes Appeal Now by Family Members
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities Inc. filed papers last week opposing the effort by
Andrew Madoff, a son of the jailed fraudster, to appeal a ruling
by the bankruptcy judge on Sept. 22 refusing to dismiss the
$198 million lawsuit against Madoff family members.

Mr. Rochelle notes that rules in federal courts don't permit an
automatic appeal from a decision upholding a complaint before
trial.  Andrew, for himself and as executor of his deceased
brother's estate, filed a motion earlier this month for permission
to appeal.  Andrew contended the opinion by U.S. Bankruptcy Judge
Burton R. Lifland expanded liability for officers of brokerage
firms.

According to the report, in Oct. 20 opposition papers, the Madoff
trustee said Andrew and other family members weren't just
employees of any Wall Street firm.  Instead, the trustee said,
they were "ultimate" insiders of the largest Ponzi scheme in
history.  Irving Picard, the trustee, also debunked the argument
that the suit should have been dismissed under the in pari delicto
rule.  Taken from Latin, the name describes a defense where a
in the fraud.  Mr. Picard argued that the company that commits
fraud can't sue outsiders for participation defense doesn't bar a
company that commits fraud from suing officers who violated their
fiduciary duties.

The bankruptcy judge authorized $44.7 million in compensation for
Baker & Hostetler LLP, the trustee's lawyer, to cover the period
Feb. 1 through May 31, 2011.  Mr. Picard himself was awarded
$599,000. From the total, only 90% is now being paid.  The
remainder was reserved for payment later in the case.

                       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.


BERNARD L. MADOFF: Mets Owners Fight Trustee's Clawback Cap Appeal
------------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that the owners of the
New York Mets on Friday challenged a request by the bankruptcy
trustee for Bernard L. Madoff's investment company for a quick
appeal of a ruling limiting his ability to reclaim alleged profits
from Madoff's massive Ponzi scheme.

According to Law360, Bernard L. Madoff Investment Securities LLC
trustee Irving H. Picard had asked U.S. District Judge Jed Rakoff
on Oct. 7 for a direct entry of final judgment on his order, which
invoked a bankruptcy law provision protecting stockbrokers to cap
a clawback claim against Sterling.

                       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.


BOCA BRIDGE: Has Until Nov. 29 to Solicit Ch. 11 Plan Acceptances
-----------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida extended until Nov. 29, 2011, Boca
Bridge, LLC's exclusive period to solicit acceptances for the
proposed plan of reorganization.

In its motion, the Debtor related that it has been negotiating
terms of a restructuring agreement and consensual plan with its
secured lender, JMP Boca Bridge Lender, LLC.  The Debtor intends
to file an amended disclosure statement, or an amended plan and
disclosure statement.

The Debtor and JMP need more time to finalize a restructuring
agreement and consensual plan terms, or submit amended plan
documents and prepare for a contested disclosure statement hearing
and confirmation hearing.

                      About Boca Bridge LLC

In August 2010, ten creditors owed $69,400 filed an involuntary
Chapter 11 petition (Bankr. S.D. Fla. Case No. 10-34538) against
Boca Bridge LLC, the owner of the Boca Raton Bridge Hotel.  In
November, the bankruptcy judge entered ruling placing the Boca
Bridge LLC into Chapter 11.  The Debtor disclosed $10,286,336 in
assets and $11,850,060 in liabilities as of the Chapter 11 filing.

Bernice C. Lee, Esq., and Bradley Shraiberg, Esq., at Shraiberg,
Ferrara & Landau, P.A., in Boca Raton, Florida, represent the
Debtor as counsel.


BORDERS GROUP: Assumes And Assigns Store #537 Lease
---------------------------------------------------
Borders Group Inc. sought and obtained the bankruptcy cCourt's
authority to:

  (i) sell the lease of Store No. 537 for premises located at
      San Luis Obispo, in California, to Madonna Plaza SRT LLP,
      as assignee to MRP Institutional Associates; and

(ii) assume and assign the Lease by entering into an assumption
      and assignment agreement.

Pursuant to the Agreement, the Landlord, on behalf of the
Assignee, permanently and irrevocably waives and releases $10,000
of its total $38,246 administrative claim against the Debtors for
the unpaid lease obligations for all of August 2011 and September
1 to 11, 2011.  The Debtors will pay to the Landlord the
remaining $28,246 in accordance with the Agreement.  Upon the
payment of the Unpaid Lease Obligations as set forth in the
Agreement, there will be no outstanding defaults of the Debtors
and their estates under the Lease.

All objections with regard to the relief sought in the Lease
Sales Motion as it pertains to the Lease, that have not been
withdrawn, waived or settled, are overruled on the merits.

A full-text copy of the Lease Assumption Agreement is available
for free at:


http://bankrupt.com/misc/Borders_StoreNo537LeaseAssumptnPact.pdf

                       About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders is completing going-out-of-business sales that
began at all of its remaining locations in July. The creditors?
committee said before the liquidation began that Borders
expected to generate $252 million to $284 million in cash from
the sales. Borders is selling store leases separately. Borders
selected proposals by Hilco and Gordon Brothers to conduct going
out of business sales for all stores after no going concern offers
of higher value were submitted by the deadline.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000


BORDERS GROUP: Closes Deal With Books-A-Million
-----------------------------------------------
Borders Group notified the bankruptcy court that the transactions
contemplated in the assumption and assignment agreement with
Books-A-Million, Inc., have closed for all the assigned leases
identified in the August 30, 2011 order approving the BAM
transaction.

The Debtors delivered to BAM the Assigned Leases on September 20,
2011:

   Store No.                     City/State
   ---------                     ----------
      89                         Columbia, Maryland
     125                         Bangor, Maine
     133                         Portland, Maine
     136                         Canton, Ohio
     138                         Eau Claire, Wisconsin
     168                         Traverse City, Michigan
     193                         Mays Landing, New Jersey
     292                         Davenport, Iowa
     334                         Edwardsville, Illinois
     340                         Concord, New Hampshire
     369                         Rapid City, South Dakota
     394                         West Lebanon, New Hampshire
     442                         Scranton, Pennsylvania
     524                         Waterford, Connecticut

                       About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders is completing going-out-of-business sales that
began at all of its remaining locations in July. The creditors?
committee said before the liquidation began that Borders
expected to generate $252 million to $284 million in cash from
the sales. Borders is selling store leases separately. Borders
selected proposals by Hilco and Gordon Brothers to conduct going
out of business sales for all stores after no going concern offers
of higher value were submitted by the deadline.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000


BORDERS GROUP: Court Sets Nov. 21 Claims Bar Date
-------------------------------------------------
Judge Martin Glenn established Nov. 21, 2011, as the deadline by
which holders of administrative expenses against Borders Group and
its affiliates must file proof of claim forms asserting those
claims.

Judge Glenn ruled that any holder of a claim for gift cards or
gift certificates issued by the Debtors prepetition, which claim
was required to be asserted by June 1, 2011 pursuant to the
General Bar Date Order, is no longer permitted at this time to
assert a claim.  As set forth in the General Bar Date Order, any
unsecured claim against the Debtors arising before the Petition
Date has already been deemed disallowed and any claimant holding
that claim is forever barred and estopped from asserting a claim,
unless the holder of a Prepetition Gift Card timely filed a proof
of claim.

                       About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders is completing going-out-of-business sales that
began at all of its remaining locations in July. The creditors?
committee said before the liquidation began that Borders
expected to generate $252 million to $284 million in cash from
the sales. Borders is selling store leases separately. Borders
selected proposals by Hilco and Gordon Brothers to conduct going
out of business sales for all stores after no going concern offers
of higher value were submitted by the deadline.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000


BORDERS GROUP: Removal Period Extended Until Jan. 12
----------------------------------------------------
Judge Martin Glenn extended the time by which Borders Group and
its affiliates must file notices of removal of civil actions and
proceedings to which they are or may become party to, to the later
of:

(a) January 12, 2012; or

(b) 30 days after the entry of an order terminating the
     automatic stay with respect to the particular Civil
     Action sought to be removed.

The Court's order is without prejudice to any position the
Debtors may take regarding whether Section 362 of the Bankruptcy
Code applies to stay any Civil Action, which will not prejudice
the Debtors' rights under Rule 9027(a)(2)(B) of the Federal Rules
of Bankruptcy Procedure to remove those Civil Actions in the
event that the automatic stay is lifted with respect to the Civil
Actions.

The Court's order does not prejudice the Debtors' rights to seek
further extensions of the Action Removal Period.

                       About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders is completing going-out-of-business sales that
began at all of its remaining locations in July. The creditors?
committee said before the liquidation began that Borders
expected to generate $252 million to $284 million in cash from
the sales. Borders is selling store leases separately. Borders
selected proposals by Hilco and Gordon Brothers to conduct going
out of business sales for all stores after no going concern offers
of higher value were submitted by the deadline.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000).


B.R. SUMMERLIN: 2nd Amended Plan to Pay FirstStorm Over 7 Years
---------------------------------------------------------------
B.R. Summerlin Property, LLC, has filed with the U.S. Bankruptcy
Court for the District of Nevada a Second Amended Plan Of
Reorganization dated Sept. 19, 2011.

FirstStorm Partners 2, LLC, successor-in-interest to Greystone
Bank, is now the holder of the Class 1 Claim.  As agreed upon by
FirstStorm and the Debtor, the Allowed Claim of FirstStorm will
consist of principal in the amount of $14,928,000, outstanding
interest at the non-default rate of 8% to the Petition Date and
6.5% from the Petition Date to the Effective Date, and
FirstStorm's attorneys' fees, expenses, and costs not to exceed
$365,000.

Commencing on the 15th day following the 1st day of the
month following the Effective Date and on the 5th day of each
month thereafter until the Modified Maturity Date, the Reorganized
Debtor will pay to the Holder of the Allowed Class 1 Claim monthly
principal and interest payments on the outstanding balance of the
Modified Note as of such date amortized over a period of 20 years
at the Effective Date Interest Rate of 6.5% per annum (subsection
(d)(i).

All Net Operating Revenues in excess of $5,000 per month will be
paid to the Holder of the Allowed Class 1 Claim to be applied
against the principal balance of the Loan (but not the monthly
payments to be made pursuant to subsection (d)(i) above) until the
earlier of (i) the Modified Maturity Date or (ii) the Loan is paid
in full.

The unpaid balance of the Loan will be due and payable on the
Modified Maturity Date, which will be the 7th anniversary of the
Effective Date.

A copy of the Second Amended Plan is available for free at:

     http://bankrupt.com/misc/brsummerlin.2ndamendedplan.pdf

                  About B.R. Summerlin Property

Woodland Hills, California-based B.R. Summerlin Property, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 11-10148) on Jan. 5, 2011.  The Company disclosed $23,066,151
in assets and $15,414,103 in liabilities.

Affiliates B.R. Brookfield Commons No. 1, LLC (Bankr. D. Nev. Case
No. 10-38835) and B.R. Brookfield Commons No. 2, LLC (Bankr. D.
Nev. Case No. 10-38838) filed separate Chapter 11 petitions on
Nov. 29, 2010.  The Debtor disclosed $23.07 million in assets, and
$15.4 million in debts.

B.R. Summerlin Property is represented by Gregory E. Garman, Esq.,
-- ggarman@gordonsilver --, Gabrielle A. Hamm, Esq., --
ghamm@gordonsilver.com --, at Gordon Silver, in Los Vegas, Nevada.


BURLINGTON COAT: Fitch Affirms 'CC' Rating on Sr. Unsec. Notes
--------------------------------------------------------------
Fitch Ratings has affirmed its ratings on Burlington Coat Factory
Warehouse Corp. (BCF), including the company's long-term Issuer
Default Rating (IDR) of 'B-', the 'BB-/RR1' rating on the asset-
based revolver, the 'B-/RR4' rating on the senior secured term
loan and the 'CC/RR6' rating on the senior unsecured notes.  The
Rating Outlook is Stable.  BCF had $1.5 billion in debt
outstanding as of July 30, 2011.

The affirmation reflects BCF's significant geographic reach with
462 stores across 44 states and Puerto Rico, positive free cash
flow generation and adequate liquidity.  The ratings also consider
BCF's high leverage, comparatively sluggish same store sales
trends and underperformance relative to some of its larger off-
price and department store peers.

BCF has a hybrid business model, coupling the low prices of off-
price retailers with the branded merchandise typically associated
with department stores.  Fitch believes that the company's
merchandise offering and positioning is a good fit with the
macroeconomic environment, as consumers continue to be focused on
value and are sensitive to price.  Notably, Burlington has added
approximately 100 stores over the last five years (since Bain
acquired the company in 2006).  This level of store growth is
somewhat unique in the retail sector over recent years.

Since the buyout by Bain in 2006, EBITDA has grown from mid-$200
million to $344 million (latest 12 months [LTM] ended July 30,
2011) on the back of store growth, not positive same store sales.
BCF's annual same store sales have ranged from (5.2%) to (0.2%)
over the last five years and have generally trailed those of both
department stores as well as other off-price retailers such as
Ross Stores, Inc. and TJX Companies, Inc.  BCF did report positive
same store sales of 2.1% for the first six months of 2011, which
still trails the 3% level posted by TJX Companies, Inc. and 4%
level reported by Ross Stores, Inc. Furthermore, while EBITDA
margins have improved over the last few years and are now in the
9% area, they remain somewhat on the lower end of the retail
spectrum.  Fitch expects margins to be relatively flat going
forward.  Seasonality is significant as the fourth quarter
typically accounts for about half of EBITDA.  In addition to
seasonality in the business, the cadence around markdown activity
can vary from quarter to quarter which can cause swings in
profitability.

With lease-adjusted leverage in the 5.6 times (x) area, BCF's
leverage is high. Financial policy is aggressive, as evidenced by
the dividend recap transaction that closed in February 2011 in
which a $300 million distribution was paid to shareholders
(primarily Bain, which owns approximately 97% of the company).
While Fitch expects Burlington to generate positive cash flow (3%-
4% of total debt), leverage is likely to remain high in the mid-5x
range over the next one to two years.  Assuming debt levels remain
largely unchanged, EBITDA would have to be in the $400 million
context for leverage to fall below 5.0x.  Given a muted economic
environment and a pressured consumer, Fitch does not anticipate
Burlington to achieve this sort of performance in the near-to-
intermediate term.

Burlington has adequate financial flexibility. Liquidity was $304
million as of July 30, 2011, made up of $32 million in cash and
$272 million in revolver availability.  An amount of $79 million
was drawn on the $600 million ABL as of July 30, 2011.  Cash on
the balance sheet is essentially cash in the system; the company
borrows on its ABL revolver to run store operations day in and day
out.  Working capital peaks in the October-November timeframe and
the revolver is typically at its lowest in the first quarter.
Burlington generated free cash flow (FCF) of $76 million in 2010.
Assuming the company can post minimally positive comps and
maintain margins, Fitch expects BCF to maintain this level of FCF
generation over the next few years.

Given that the company recently re-set its capital structure due
to the dividend recap in February 2011, the nearest maturity is
the $600 million ABL revolver in 2016. Under the company's term
loan agreement, Burlington is subject to two maintenance financial
covenants, a leverage covenant (starting level is 6.75x with
stepdowns) and an interest coverage covenant (1.75x with step-
ups). Fitch does not anticipate any near-term covenant violations.

The ratings on the various securities reflect Fitch's recovery
analysis which is based on a liquidation value of BCF in a
distressed scenario of around $900 million. Applying this value
across the capital structure results in an outstanding recovery
prospect (91%-100%) for the asset-based revolver.  This revolver
is rated 'BB-/RR1' and is collateralized by a first lien on
inventory and receivables and a second lien on real estate and
property and equipment.  The term loan is rated 'B-/RR4',
reflecting average recovery prospects (31%-50%), and is
collateralized by a first lien on BCF's real estate and property
and a second lien on inventory and receivables. The unsecured
senior notes are rated 'CC/RR6' reflecting poor recovery prospects
(0%-10%).

Fitch's ratings on BCF are as follows:

Burlington Coat Factory Investment Holdings, Inc.

  -- Long-term IDR 'B-'.

Burlington Coat Factory Warehouse Corp.

  -- Long-term IDR 'B-';
  -- $600 million asset-based revolver 'BB-/RR1';
  -- $1 billion term loan 'B-/RR4';
  -- $450 million senior unsecured notes 'CC/RR6'.


CAGLE'S INC: Files for Chapter 11; Has DIP Loan With AgSouth
--------------------------------------------------------------
Greg Chalmers at Benzinga reports that Cagle's Inc. and its wholly
owned subsidiary Cagle's Farms filed on Oct. 19, 2011, voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court for the Northern District of Georgia
in Atlanta.

According to the report, Cagle's emphasized that normal operations
and customer service will continue without disruption, including
sales, order processing, and delivery.  In connection with its
Chapter 11 filing, Cagle's also announced that it anticipates
receiving court approval for a debtor-in-possession financing
facility from AgSouth Farm Credit, ACA.

Mr. Chalmers says Cagle's noted that, over the past few years, the
poultry industry has been under severe stress due to historically
high corn and soybean meal prices coupled with sagging chicken
prices caused by an oversupply of broilers.  As a result, Cagle's
has incurred significant operating losses that have depleted its
liquidity and working capital position.

"After careful consideration we concluded that a Chapter 11
restructuring represents the best long-term solution for Cagle's,
Inc. and Cagle's Farms, Inc.," Benzinga quotes J. Douglas Cagle,
Chairman, President and CEO, as saying.  "It is our goal to reach
an agreement with our creditors in a quick and efficient manner,
allowing us to restructure our debt with minimal disruption to our
operations."

Cagle's (NYSE: CGL.A) -- http://www.cagles.net/-- engages in the
production, marketing, and distribution of fresh and frozen
poultry products in the United States.


CAPMARK FINANCIAL: Sues Goldman for $147MM in Preference Claims
---------------------------------------------------------------
Capmark Financial Group Inc. sued several Goldman Sachs Group Inc.
units over a restructured loan agreement Capmark entered shortly
before filing for bankruptcy protection two years ago.

Carolina Bolado at Bankruptcy Law360 reports that Capmark on
Monday sued Goldman affiliates to recover $147 million in
allegedly preferential transfers.

In the complaint filed in the Southern District of New York,
Capmark said Goldman Sachs, which has a stake in a company that
owns 75 percent of Capmark, used its position as an insider to
restructure $8.7 billion in Capmark unsecured debt into a $1.5
billion secured loan just five months before Capmark filed for
Chapter 11, according to Law360.

                      About Capmark Financial

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

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

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

The Official Committee of Unsecured Creditors in Capmark Financial
Group Inc.'s cases tapped Kramer Levin Naftalis & Frankel LLP as
its counsel and JR Myriad LLC as its commercial real estate
business advisors.  The Committee also retained Cutler Pickering
Hale and Dorr LLP as its attorneys for the special purpose of
providing legal services in connection with Federal Deposit
Insurance Corporation matters.

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

Since filing for Chapter 11, Capmark completed three sales to
generate more than $1 billion in cash.  Berkshire Hathaway Inc.
and Leucadia National Corp. bought most of the business for
$468 million.  In April 2011, Greenline Ventures LLC completed the
acquisition of the New Markets Tax Credit division of Capmark
Financial Group Inc.  Since inception of the NMTC program,
Capmark's NMTC division has closed over $1.1 billion of NMTC
investment funds and financed over $2.5 billion of projects and
businesses in low income communities nationwide.


CASTLE ARCH: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Castle Arch Opportunity Partner Managers, LLC
        8 East Broadway, #510
        Salt Lake City, UT 84111

Bankruptcy Case No.: 11-35237

Chapter 11 Petition Date: October 20, 2011

Court: U.S. Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: R. Kimball Mosier

Debtor's Counsel: Michael L. Labertew, Esq.
                  LABERTEW & ASSOCIATES, LLC
                  4764 South 900 East, Suite 3
                  Salt Lake City, UT 84117
                  Tel: (801) 424-3555
                  Fax: (801) 365-7314
                  E-mail: michael@labertewlaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Trent Waddouops, CEO/president of
CAREIC, manager.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                              Case No.
        ------                              --------
Castle Arch Opportunity Partners I, LLC     11-35240
Castle Arch Opportunity Partners II, LLC    11-35241
Castle Arch Kingman, LLC                    11-35242
Castle Arch Secured Development Fund, LLC   11-35243
Castle Arch Smyrna, LLC                     11-35246


CAVIATA ATTACHED: Employs Law Offices of Alan Smith as Attorneys
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has
authorized Caviata Attached Homes LLC to employ Law Offices of
Alan R. Smith as its attorney.

The firm's hourly rates are:

   Personnel                                      Rates
   ---------                                      -----
   Alan R. Smith, Esq.                             $500
   John J. Gezelin, Esq./Contract Attorney         $350
   Peggy L.Turk/Paralegal                          $205
   Other Paraprofessional Services               $95-$115

                  About Caviata Attached Homes

Reno, Nevada-based Caviata Attached Homes LLC filed for Chapter 11
bankruptcy (Bankr. D. Nev. Case No. 11-52458) on Aug. 1, 2011.
Judge Bruce T. Beesley presides over the case.  The Law Offices of
Alan R. Smith, Esq., serves as bankruptcy counsel.  In its
schedules, the Debtor disclosed $22,775,701 in total assets and
$42,322,448 in total liabilities.  The petition was signed by
William D. Pennington, II, member of Caviata 184, LLC.

Joshua D. Wayser, Esq., at Katten Muchin Rosenman LLP, represents
senior lender U.S. Bank National Association.

There was a prior bankruptcy filing by Caviata Attached Homes
(Bankr. D. Nev. Case No. 09-52786) on Aug. 18, 2009, also
estimating $10 million to $50 million in both assets and debts.
Alan R. Smith, Esq., also represented the 2009 Debtor.


CDC CORP: Judge Allows Hedge Fund to Investigate Executives
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that a bankruptcy judge has
authorized an investigation of CDC Corp. after hedge-fund investor
Evolution Capital Management LLC accused the Internet-technology
company of transferring assets in violation of earlier court
orders.

As reported in the Troubled Company Reporter on Oct. 24, 2011, Dow
Jones' DBR Small Cap said 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.

                          About CDC Corp

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.


C.E. HINES: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: C.E. Hines, Jr. Memorial Christian Fellowship
        3840 Progress Avenue
        P.O. Box 4233
        Harrisburg, PA 17111

Bankruptcy Case No.: 11-07100

Chapter 11 Petition Date: October 19, 2011

Court: U.S. Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Christopher E. Fisher, Esq.
                  TUCKER ARENSBERG, PC
                  111 North Front Street
                  P.O. Box 889
                  Harrisburg, PA 17108-0889
                  Tel: (717) 234-4121
                  Fax: (717) 232-6802
                  E-mail: cfisher@tuckerlaw.com

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

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

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

The petition was signed by William M. Hines, Sr., pastor.


CEDAR FUNDING: Owner Agrees to Pay $70MM as Part of Guilty Plea
---------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that the owner of
Cedar Funding Inc. agreed to pay $69.8 million as part of his
guilty plea to allegations that he misled real estate investors
when borrowers began defaulting on their loans, U.S. Attorney
Melinda Haag announced Monday.

Law360 relates that David A. Nilsen, 61, of Seaside, Calif., pled
guilty to one count of conspiracy to commit mail and wire fraud
two years after he was indicted on 31 counts of conspiracy and
mail, wire and securities fraud.

                        About Cedar Funding

Monterey, California-based mortgage lender Cedar Funding Inc.
-- http://www.cedarfundinginc.com/-- owned by real estate broker
David Nilsen, filed a Chapter 11 petition (Bankr. N.D. Calif. Case
No. 08-52709) on May 26, 2008.  CFI was alleged to be a Ponzi
scheme.  CFI accepted many millions of dollars from hundreds of
individuals who believed they were acquiring fractional interests
in loans that were secured by real property.  Many more invested
with CFI through a related entity, Cedar Funding Mortgage Fund
LLP, that acquired fractional interests in the name of the Fund.
CFI failed to record assignments of its deeds of trust that would
have provided security interests to most of its investors,
including the Fund.

R. Todd Neilson was appointed Chapter 11 trustee in the case.
Cecily A. Dumas, Esq., at Friedman, Dumas and Springwater, in San
Francisco, represented Mr. Neilson.  The Debtor estimated assets
of less than $50,000 and debts of $100 million to $500 million in
its Chapter 11 petition.

As reported by the Troubled Company Reporter on March 7, 2011, the
Bankruptcy Court confirmed the joint Chapter 11 plan of
liquidation proposed by R. Todd Neilson, and the Official
Committee of Unsecured Creditors.  According to the disclosure
statement explaining the Plan, holders of unsecured claims
aggregating $146 million are expected to recover 5% to 10% of
their allowed claims.  Holders of unsecured claims classified as
convenience claims -- expected to total $700,000 -- will each
receive a one-time payment of $2,000 and are projected to recover
100 cents on the dollar.


CENTURY PLAZA: Section 341(a) Meeting Scheduled for Dec. 2
----------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of creditors
of Century Plaza LLC on Dec. 2, 2011, at 9:30 a.m.  The meeting
will be held at Office of the U.S. Trustee, Hammond building, 1st
floor, Suite 1700, in Indianapolis, Indiana.

Creditors are requested to file their proof of claim by March 1,
2012, for non-governmental units and April 16, 2012, for
governmental units.

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.

Based in Merrillville, Indiana, Century Plaza LLC is the owner and
operator of a commercial shopping center known as "Century Plaza".
The Debtor said in court papers that it experienced operational
and profitability problems due to the general economic problems
facing the country over the last several years.

Century Plaza filed for Chapter 11 bankruptcy (Bankr. N.D. Ind.
Case No. 11-24075) on Oct. 18, 2011.  The Debtor estimated assets
of $10 million to $50 million and estimated debts of $10 million
to $50 million.  The petition was signed by Richard Dube,
president of Tri-Land Properties, Inc., manager.

The Debtor is represented by::

                  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


CHEF SOLUTIONS: Terms of RMJ-Led Auction for Nov. 9
---------------------------------------------------
Chef Solutions Holdings, LLC, et al., filed with the U.S.
Bankruptcy Court for the District of Delaware the material terms
of the sale of substantially all of their assets in an auction led
by RMJ, L.P.

In accordance with that certain asset purchase agreement dated as
of Oct. 4, 2011, the purchaser, which is a Delaware limited
partnership whose partners are RFF, LLC, an affiliate of Reser's
Fine Foods, Inc., and Mistral Chef Holdings, LLC, agreed to
purchase the assets for an aggregate price of (a) $36,439,595 in
cash; (b) a credit bid of $25,300,000; and the assumption of the
assumed liabilities.

The stalking horse agreement also provides certain additional
benefits that will assist in conducting an orderly and efficient
sale process, which includes:

   -- an offer of employment to a substantial number of sellers'
   employees and to no cause any changes in their compensation
   that would give rise to WARN liability;

   -- payment of cure payments in connection with the assumption
   and assignment of certain contacts and leases, and trade claims
   entitled to administrative expense priority up to an aggregate
   of $7,500,000.

As reported in the Troubled Company Reporter on Oct. 21, 2011, the
Hon. 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.

The Debtors related that the timeline for conducting the sale
process includes:

         Bid Deadline                            Nov. 7, 2011
         Auction                                 Nov. 9, 2011
         Sale Hearing                            Nov. 11, 2011

In the event of  any competing bids for the assets, resulting in
RMJ, L.P.  not being the successful Buyer, it will receive a
breakup fee of $1,000,000 to be paid at the time of the closing of
the sale with such third party buyer.

                       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.


CHEF SOLUTIONS: Hires Piper Jaffray as Investment Banker
--------------------------------------------------------
Chef Solutions Inc. asks permission from the U.S. Bankruptcy Court
for the District of Delaware to employ Piper Jaffray & Co. as
investment banker.

Upon retention, the firm will, among other things:

   a. review the business and operations and the industry and
      markets which it serve;

   b. assist in preparing a memorandum describing, among other
      things, the Company, its history, the nature of its
      operations, such financial information as may be appropriate
      to reflect the Company's past performance and its projected
      growth and earnings capacity and the management structure;
      and

   c. arrange and participate in visits to facilities by
      potential purchasers and otherwise make introductions and
      perform services as recommended to develop potential
      purchasers' interest in the business.

The Debtors have agreed to pay PJC:

   (a) A monthly advisory fee of $25,000, which will be due and
       paid beginning upon the execution of the retention
       agreement and thereafter on the first day of each month;
       and

   (b) In the event a Transaction is consummated pursuant to an
       agreement or commitment entered into (i) during the term of
       PJC's engagement or (ii) during the one-year period
       following termination of PJC's engagement, a cash fee,
       payable at closing of the Transaction, equal to 1.75% of
       the Aggregate Transaction Value up to $75,000,000 plus 3.0%
       of the Aggregate Transaction Value exceeding $75,000,000,
       less the amount paid pursuant to (a) above; provided that
       PJC's total Transaction Fee will not be less than
       $1,000,000; provided, further, that after three months,
       100% of the Monthly Advisory Fees paid will be credited
       against any Transaction Fee payable to PJC.

The Debtor believes that the firm is a "disinterested person," as
that term is defined in section 101(14) of the Bankruptcy Code.

                       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.


CHEYENNE HOTEL: Can Access Wells Fargo Cash Until Dec. 31
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
approved the stipulation by and between debtor Cheyenne Hotel
Investments, LLC, and Wells Fargo Bank granting the Debtor interim
authorization to use Wells Fargo's cash collateral until Dec. 31,
2011.

Section 12 of the stipulation will, however, not excuse the need
for Wells Fargo to seek relief from the stay of 11 U.S.C. Section
362(a) before proceeding against any collateral of the Debtor.

As reported in the TCR on Sept. 22, 2011, Cheyenne Hotel
Investments, LLC, asked the Bankruptcy Court to approve the
stipulation with Wells Fargo Bank on the use of cash collateral.

Upon entry of an order approving the Stipulation, the Debtor is
authorized to use cash collateral in the ordinary course of
business in accordance with a budget covering the period from
Aug. 1, 2011, through Dec. 31, 2011.  Thereafter, the Debtor will
provide to Wells Fargo an updated budget and detailed financial
reports every 90 days, commencing on Jan. 1, 2012, and continuing
on the 90th day thereafter.  In addition, the Debtor intends to
make a monthly deposit with Wells Fargo in the amount of $7,189
per month as an FF&E reserve, which the Debtor is authorized to
use the FF&E reserve for improvements.

As adequate protection for any diminution in value of Wells
Fargo's interests:

     A. The Debtor will pay to Wells Fargo as adequate protection
        commencing on Aug. 11, 2011 and continuing on the 11th day
        of each and every month thereafter the sun of $55,689,
        a monthly insurance escrow of $1,476, a monthly real
        property tax escrow of $6,852, and a monthly FF&E
        reserve in the sum of $7,189 for a total monthly
        adequate protection payment in the sum of $71,206.

     B. The Debtor will make a one time "catch-up" adequate
        protection payment to the Lender to cover 5 months of
        non-payment of the Insurance Escrow and Tax Escrow (March
        2011-July 2011) in the sum of $41,641.

     C. Subject only to the Liens and Security Interests and any
        valid and perfected non-voidable liens that were senior to
        the liens and interests of the Liens and Security
        Interests on the Petition Date, and as additional adequate
        protection for the Debtor's use of Wells Fargo's Cash
        Collateral, Wells Fargo is granted a valid and perfected
        first priority and senior security interest in and lien on
        all Cash Collateral of the Debtor.


A copy of the cash collateral stipulation and budget is available
for free at:

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

                      About Cheyenne Hotel

Cheyenne Hotel Investments, LLC, owns a property consisting of a
104 room hotel located in Colorado Springs, and known as Homewood
Suites by Hilton.  The company filed for Chapter 11 bankruptcy
protection (Bankr. D. Colo. Case No. 11-25379) on June 28, 2011.
The Debtor disclosed assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.

Thomas F. Quinn, Esq., at Thomas F. Quinn, P.C., in Denver,
represents the Debtor as counsel.  John H. Bernstein, Esq., at
Kutak Rock LLP, in Denver, represents Wells Fargo Bank as counsel.


CHRYSLER GROUP: UAW Likely to Get Members' Approval for Contract
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the United Auto
Workers union appeared to be days away from completing its work
with all three Detroit auto makers as more Chrysler Group LLC
workers threw their support behind the tentative contract.

                       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.


CLEAR CREEK: Nov. 8 Hearing on Motion to Extend Exclusivity Set
---------------------------------------------------------------
Clear Creek Ranch II, LLC, and Clear Creek at Tahoe, LLC, ask the
U.S. Bankruptcy Court for the District of Nevada to extend their
exclusive periods to file a plan and to solicit acceptances of a
filed plan, through Jan. 17, 2012, and April 16, 2012,
respectively.  The Bankruptcy Court has scheduled a hearing for
Nov. 8, 2011, at 2:30 p.m., to consider the motion.

                    About Clear Creek Ranch II

Minden, Nevada-based Clear Creek Ranch II LLC owns a 530.74-acre
undeveloped residential subdivision located within the project
known as Clear Creek.  That project included a world-class golf
course, the residential subdivision around the golf course, a lake
house on Lake Tahoe and a fly fishing ranch along the West Walker
River.  The co-developers and joint venturers of the Project are
CCR II's affiliate, Clear Creek at Tahoe LLC, and entities
affiliated with Nevada businessman John Serpa, Sr., and his sons.

On April 30, 2010, the Serpas purchased the $15 million First
Horizon Loan secured by the residential subdivision, and then
threatened foreclosure to coerce CCT to pay money on both the
First Horizon Loan and the (Serpa-owned) Nevada Friends, LLC Note.
The Serpas then scheduled a foreclosure sale for the Residential
Subdivision for July 18, 2011.

On July 18, 2011, Clear Creek Ranch II and Clear Creek at Tahoe
filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev.
Case Nos. 11-52302 and 11-52303).  Judge Bruce T. Beesley presides
over the cases.

In its petition, Clear Creek Ranch II estimated assets and debts
of $10 million to $50 million.  The petitions were signed by James
S. Taylor, the Trustee.

On July 26, 2011, the Debtors filed an adversary proceeding
captioned Clear Creek Ranch II, LLC, et al. v. Nevada Friends,
LLC, et al., Adv. No. 11-05075, and filed a first amended
complaint on Aug. 18, 2011.  On Sept. 27, 2011, the Debtors filed
their Motion for Summary Judgment against Nevada Friends, LLC, in
the adversary proceeding, seeking to void a deed of trust, under
which Friends is the beneficiary, secured by the Friends Trust
Deed ("MSJ").  The hearing on the MSJ is scheduled for Nov. 8,
2011.

Vincent M. Coscino, Esq., Thomas E. Gibbs, Esq., and Richard M.
Dinets, Esq., at Allen Matkins Leck Gamble Mallory & Natsis LLP,
in Irvine, Calif., represent the Debtors as general reorganization
counsel.  Amy N. Tirre, Esq., at the Law Offices of Amy N. Tirre,
APC, in Reno, Nev., represents the Debtors as local reorganization
counsel.


CLIVER DEVELOPMENT: Seeks to Employ Sender & Wasserman as Counsel
-----------------------------------------------------------------
Cliver Development, Inc., asks the court for authority to employ
Sender & Wasserman P.C. as counsel to, among other things:

   a. prepare on behalf of the Debtor of all necessary reports,
      orders and other legal papers required in the Chapter 11
      proceeding;

   b. perform all legal services for the Debtor as Debtor-in-
      Possession which may become necessary; and

   c. represent the Debtor in any litigation which the Debtor
      determines is in the best interest of the estate.

Sender & Wasserman, P.C. received the initial retainer at the
commencement of the employment amounting $25,000 from the Debtor.
A portion of the initial retainer equaling $2,914 was applied to
the amount owed by the Debtor for general representation and
prepetition services.

Sender & Wasserman, P.C., is holding the balance of the retainer
amounting $22,086.  The firm asserts a security interest in the
retainer from the Debtor.

In the event the case is converted to a Chapter 7 proceeding, the
security interest in the retainer may enable Sender & Wasserman to
receive payment of its fees and expenses to the extent of the
retainer while other administrative expenses remain unpaid.  Any
sums remaining at the close of the representation will be refunded
to the Debtor.

The professionals' hourly rates for the services are:

     Harvey Sender                      $425
     John B. Wasserman                  $425
     David V. Wadsworth                 $300
     David J. Warner                    $210
     Regina M. Ries                     $210
     Matthew T. Faga                    $185
     Paralegals                         $115

David V. Wadsworth, Esq., a member of Sender & Wasserman, assures
the Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                     About Cliver Development

Cliver Development, Inc., engages in single family homes
construction.  It was incorporated in 1999 and is based in
Edwards, Colorado.  Cliver Development filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-31857) on Sept.
14, 2011.  The Hon. Howard R. Tallman presides over the case.
David Wadsworth, Esq., and Regina Ries, Esq., at Sender &
Wasserman, P.C., serve as the Debtor's bankruptcy counsel.  In its
schedules, the Debtor disclosed $10,301,727 in assets and
$11,276,483 in liabilities as of the Petition Date.


CLIVER DEV'T: Stipulation Withdrawing Motion to Dismiss Approved
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
approved the stipulated motion filed by Cliver Development, Inc.,
and Robert L. Patton, Jr., withdrawing the motion to dismiss filed
by Mr. Patton.

The Debtor, in its response to the motion to dismiss, asserted
that the auction should not have been conducted and that it was
fraudulently induced by its auctioneer, Concierge Auctions, LLC,
to go through with the auction.

As stipulated, the parties have resolved their disputes with
respect to the Motion to Dismiss, the Sale Contract and the
lawsuit filed by Mr. Patton filed Sept. 7, 2011, in the Eagle
County District Court, Case No. 2011CV841 on the following terms:

a. Mr. Patton and the Debtor agree the Sale Contract is void and
   of no effect as between them;

b. Mr. Patton and the Debtor will instruct Guardian Title Agency,
   LLC, to immediately release the $300,000 earnest money
   deposit to Mr. Patton;

c. Upon Mr. Patton's receipt of the deposit, (i) Mr. Patton will
   dismiss the Eagle County action and release the Lis Pendens
   filed against the Property in connection with said action; and,
   (ii) the parties will execute mutual releases.

As reported in the TCR on Oct. 14, 2011, Mr. Patton asked the
Bankruptcy Court to dismiss the Debtor's bankruptcy case, citing
that:

  -- the Debtor filed its bankruptcy petition in bad faith to
     "avoid" the Debtor's sale contract with Mr. Patton.

  -- the Debtor has no plan for rehabilitating its affairs --
     other than perhaps engaging in a series of short term
     "vacation leases" that will not generate enough revenue to
     even cover the residence's annual maintenance costs.

Mr. Patton told the Court that he was the winning bidder at the
public auction of the Debtor's 13,700 square foot residential
property located at 2195 Cresta Rd., Edwards, Colorado, adjacent
to the Beaver Creek ski resort.  At the Aug. 6, 2011 pubic auction
Mr. Patton submitted the winning bid of $6.5 million for the
property.  The sale contract entered into by and between Mr.
Patton and the Debtor provided that the Debtor's sale of the
property would close on Sept. 6, 2011.

Shortly after the auction, Mr. Patton related, the Debtor
experienced a "seller's remorse" and began to take actions to
prevent or forestall the Debtor's sale of the property.

                     About Cliver Development

Cliver Development, Inc., engages in single family homes
construction.  It was incorporated in 1999 and is based in
Edwards, Colorado.

Cliver Development filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 11-31857) on Sept. 14, 2011.  The Hon.
Howard R. Tallman presides over the case.  David Wadsworth, Esq.,
and Regina Ries, Esq., at Sender & Wasserman, P.C., serve as the
Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $10,301,727 in assets and $11,276,483 in liabilities as
of the Petition Date.


COBALIS CORP: Court Rejects TRO Motion in Suit Over PIPE Loan
-------------------------------------------------------------
District Judge Dennis M. Cavanaugh denied the request of Cobalis
Corporation for a Temporary Restraining Order pursuant to Fed. R.
Civ. 65 to enjoin Cornell Capital Partners, LP, Yorkville
Advisors, LLC, and YA Global Investments, L.P., from taking steps
to enforce any rights purportedly arising under a 2006 Private
Investment in Public Equities structured financing transaction, or
any rights purportedly obtained through Cobalis' reorganization
under Chapter 11 of the Bankruptcy Code.

Cobalis Corp. is a specialty pharmaceutical company that has been
involved in the development of an over-the-counter dietary
supplement called PreHistin(R), which is intended to treat
seasonal and year-round allergy sufferers. PreHistin(R) is
believed by Cobalis to be a novel alternative to the standard
"antihistamine" approach to treating allergic disease.

In late 2006, Cobalis recognized a need for financing to continue
to test, and subsequently market, manufacture, sell, and
distribute their product. Cobalis consulted with YA Global and
Yorkville regarding potential financing.  On Dec. 20, 2006,
Cobalis entered into a PIPE structured financing transaction with
the Defendants.

In general, a structured PIPE financing arrangement involves a
private placement of debt securities or debentures that are
convertible into common stock at a conversion price that
automatically adjusts downward if the company's share price falls.

The PIPE financing at issue involved an agreement for Cobalis to
issue the Defendant secured convertible debentures in a private
placement offering, followed by a registration of the common
stock.  The Defendant could convert its debentures based on a 10%
discount from the 3 lowest-volume weighted average share price
(VWAP) over a 15 daylook-back period preceding the conversion. The
convertible debentures were secured by Cobalis' assets pursuant to
the terms of a Security Agreement, and were further secured and
guaranteed by an Asset Pledge Agreement by 8,400,000 shares of the
Radovich family common stock with recourse.

Cobalis agreed to grant Cornell the right to control the issuance
and delivery of all shares convertible under the securities
purchase agreement, debentures, and warrants, as set forth in the
Pledge and Escrow Agreement.

Pursuant to the parties' financial arrangement, the Defendants
provided Cobalis with a total of $3,850,000 under Secured
Convertible Debentures.

On Aug. 1, 2007, YA Global filed an involuntary petition against
Cobalis under Chapter 7 of the Bankruptcy Code in the United
States Bankruptcy Court for the Central District of California,
Santa Ana Division. Cobalis subsequently consented to bankruptcy
relief, and on Nov. 16, 2007 the Bankruptcy Court converted the
case to a Chapter 11 proceeding (Bankr. C.D. Calif. Case No.
07-12347).

On Nov. 9, 2009, Cobalis instituted an adversary proceeding in
connection with the Bankruptcy filing.  Cobalis raised, inter
alia, claims of breach of contract premised upon breach of the
Securities Purchase Agreement and the Debenture Agreement, both of
which are alleged by Plaintiff to fall under the PIPE financing at
issue in the instant action. Throughout the course of the
adversary proceeding, the Bankruptcy Court permitted Cobalis to
amend their Complaint on four separate occasions before ultimately
dismissing the case with prejudice on Aug. 24, 2011 for failure to
state a claim upon which relief could be granted. The Bankruptcy
Court dismissed with prejudice, noting that Cobalis had been given
ample opportunity to state a claim for relief, and had failed to
do so.

On June 9, 2010, the Bankruptcy Court confirmed Cobalis' Third
Amended Plan of Reorganization. Pursuant to the Confirmation
Order, Cobalis was required to enter into a written escrow
agreement with YA Global. The agreement required Cobalis to
deposit all payments due YA Global into an escrow account on the
first day of each month, pending allowance or disallowance of YA
Global's claims against Cobalis in the pending adversary
proceeding. The Confirmation Order further provided that if
Cobalis ever failed to make payment to the Escrow Account, YA
Global would be authorized to immediately foreclose its liens on
the Debtor's property, including any funds in the Escrow Account
and the patents related to Pre-Histin(R).

On July 5, 2011, YA Global entered a Notification of Disposition
of Collateral with the Bankruptcy Court. YA Global notified the
court that on July 1, 2011, Cobalis failed to make an escrow
payment as required by the confirmed Plan of Reorganization and
related Confirmation Order. Under the terms of the Plan and Order,
Cobalis had 10 days to cure the default before YA Global would be
entitled to foreclose on Cobalis' property. Cobalis failed to cure
the default within the allotted time.

On July 8, 2011, Cobalis filed a second petition for bankruptcy
relief (Bankr. C.D. Calif. Case No. 11-39429) on July 8, 2011, in
the Los Angeles Division.  The second filing was transferred to
the Santa Ana Division where the First Bankruptcy was pending, and
was subsequently dismissed as a bad faith filing on Aug. 22, 2011.
Specifically, the Bankruptcy Court found the Second Petition
constituted "a bad faith attempt to prolong the inevitable
foreclosure by YA Global by improperly invoking a second automatic
stay after the confirmed plan had gone into default."  Also on
Aug. 22, 2011, the Bankruptcy Court entered an Order converting
Cobalis' Chapter 11 Reorganization to a Chapter 7 Liquidation.

As grounds for the conversion, the Bankruptcy Court provided both
the financial instability of Cobalis and the questionable
litigation strategies it had pursued throughout the course of the
Bankruptcy proceeding. The Bankruptcy Court explained how its
"deep misgivings" about the feasibility of the plan had
materialized: the projected sales of PreHistin(R) had not nearly
come to pass and any reported sales were "far too few and too
late" to warrant sustaining the Reorganization Plan.

The Bankruptcy Court then disapprovingly questioned the
Plaintiff's litigation strategy of "ill-advised and unsupported
motions", and concluded that the filing of the second bankruptcy
could only be the result of "some nefarious purpose."  The Court
concluded by noting that the attempt to extract even further delay
through the bad faith filing "strips this management of any
remaining veneer of good faith and compels the court to take
immediate remedial action."

In addition to the Conversion of the First Bankruptcy and the
dismissal of the Second Bankruptcy, the Bankruptcy Court also
entered an Order granting YA Global's Motion for Relief from the
Automatic Stay on August 22, 2011. The Order authorized YA Global
to foreclose on funds held in the escrow account, as well as "all
the Debtor's personal property, inventory, intellectual property,
and general intangibles."

The Plaintiff commenced the present action by filing a complaint
in the District of New Jersey Aug. 16, 2011. In its complaint, the
Plaintiff alleges that the PIPE financing transaction is usurious,
and is therefore illegal and unenforceable under California law.
The Plaintiff asks the court for a judicial determination of the
rights, duties, and obligations of the parties under the PIPE
financing instruments.  The Plaintiff also seeks a preliminary
injunction and a permanent injunction enjoining and prohibiting
the Defendants from enforcing any provisions of the instruments,
and compelling the Defendant to return all principle, interest,
and other consideration to the Plaintiff.

The lawsuit is, COBALIS CORPORATION, v. CORNELL CAPITAL PARTNERS,
LP, YORKVILLE ADVISORS, LLC, and YA GLOBAL INVESTMENTS, L.P.,
Civil Action No. 2:11-CV-04716 (D. N.J.).  A copy of the Court's
Oct. 18, 2011 opinion is available at http://is.gd/CTSfCQfrom
Leagle.com.


COMMUNITY TOWERS: Has Interim Approval to Use CIBC Cash Collateral
------------------------------------------------------------------
The Hon. Stephen L. Johnson of the U.S. Bankruptcy Court for the
Northern District of California authorized, on an interim basis,
Community Towers I, LLC, et al., to use the cash collateral in
which CBIC, Inc., assert an interest.

The Court also ordered that:

   a. the Debtors may not use cash collateral to pay the amounts
   set forth in the Tenant Improvements and Owner Draw line items
   without written consent from CIBC; and

   b. The Debtors may exceed and pay any expense line item by 10%
   provided that it does not exceed the aggregate budgeted
   expenditures for any period by more than 5%, and carry over
   unused funds budgeted in any period for use in future periods.

CBIC, Inc., a Chicago, Illinois based subsidiary of Canadian
Imperial Bank of Commerce is the holder of a first deed of trust
on that certain two building, 305,000 square foot office complex
located at 111 West Saint John Street and 111 North Market Street,
San Jose, California commonly known as the Community Towers.

In June 2006, the Debtors borrowed $33,500,000 from CIBC to
facilitate the purchase of the subject property.  CIBC alleged an
amount due of $38,905,806 as of Aug. 31, 2011.

The Debtors relate that in the ordinary course of its business,
they utilized rents from the subject property as the source of
working capital for their prepetition operations.  The Debtors
anticipate that CIBC will contend that rents collected prepetition
and held by the Debtors' management company are cash collateral.
The Debtors' property management company is holding funds
consisting of rents collected from the subject property well as
revenues collected from an adjacent parking structure in which
CIBC does not have a security interest.

The Debtors would use the rents collected from the subject
property postpetition to pay the monthly ordinary business
expenses of operating the subject property and to perform certain
tenant improvements necessary to allow new tenants to take
possession of their leased space in the subject property and
existing tenants to expand their space.

The Debtors believed that the value of the subject property is
approximately $50 million based on an anticipated 95% occupancy by
year end and therefore CIBC is adequately protected by an equity
cushion.  Further, use of cash collateral will be limited to
payment of the normal operating expenses and tenant improvements
for the subject property and will therefore maintain and enhance
the value of the subject property, for the benefit of CIBC and the
estate and its creditors.  The Debtors intend to propose and
confirm of Plan of Reorganization in these cases.

As additional adequate protection, the Debtors are also agreeable
to reasonable reporting requirements.

                         CIBC's Objections

CIBC believes the property may be worth substantially less than
either figure, and may even be worth less than the debt to CIBC it
secures.

Though claiming that it must have interim use of cash collateral ?
including the first $124,000 for tenant improvements ? approved on
October 3 or it will suffer irreparable harm, the Debtors had
provided no information on the purported new tenants, their leases
or backup for the TIs budget.  The latter information is important
in part because the Debtors historically has contemplated only
cosmetic TIs, not reconfigurations of space, and the sum the
Debtors seeks for TIs seems high for that purpose.

According to CIBC, the Debtors must provide, and CIBC must have a
reasonable opportunity to assess, complete information on the new
tenants, the new leases, the contemplated TIs and the backup for
the TIs budget by tenant.

CIBC also contends that variances of 20% per line item and 10% per
month are far too generous.  A 5% variance in both is more than
adequate.

The Court set an Oct. 31, 2011, final hearing at 1:00 p.m., to
consider Community Towers I, LLC, et al.'s request for cash
collateral use.

                   About Community Towers I LLC

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N. D. Calif. Lead Case Case
No. 11-58944) on Sept. 26, 2011, in San Jose, California.  John
Walshe Murray, Esq., at the Law Offices of Murray and Murray, in
Cupertino, California, serves as counsel to the Debtor.  Community
Towers I LLC estimated up to $50 million in both assets and debts.


CONGRESSIONAL HOTEL: Court OKs McNamee Hosea as Bankr. Counsel
--------------------------------------------------------------
Casco Hotel Group LLC sought and obtained permission from the U.S.
Bankruptcy Court for the District of Maryland to employ James M.
Greenan, Esq., and the law firm of McNamee Hosea Jernigan Kim
Greenan & Lynch, P.A. as attorneys.

Upon retention, the firm will, among other things:

   a. prepare and file all necessary bankruptcy pleadings on
      behalf of the Debtor;

   b. negotiate with creditors; and

   c. represent with respect to adversary and other
      proceedings in connection with the Bankruptcy.

The firm's rates are:

    Personnel                          Rates
    ---------                          -----
    James M. Greenan, Esq.           $450/hour
    Partners                         $300/hour
    Associates                       $250/hour
    Paralegal                        $100/hour

The Law Firm attests that it is a "disinterested person," as that
term is defined in section 101(14) of the Bankruptcy Code.

          About Congressional Hotel and CASCO Hotel Group

Casco Hotel Group, LLC, owns the Legacy Hotel in Rockville,
Maryland.  Congressional Hotel Corporation is a holdover tenant on
the Property and manages the Property on behalf of CASCO.  The
hotel was previously known as Ramada Inn.

Congressional Hotel filed for Chapter 11 relief (Bankr. D. Md.
Case No. 11-26732) on Aug. 15, 2011.  CASCO filed for Chapter 11
relief (Bankr. D. Md. Case No. 11-26880) two days later.

CASCO is a single-asset real estate company.  Casco Hotel
disclosed $17,810,966 in assets and $14,053,752 in liabilities as
of the Chapter 11 filing.  Congressional Hotel scheduled $709,121
in assets and $19,883,667 in debts.

Congressional Hotel previously filed for Chapter 11 bankruptcy
(Bankr. D. Md. Case No. 09-17901) on May 3, 2009.  James Greenan,
Esq., at McNamee Hosea, represented the Debtor in its
restructuring efforts.  The 2009 petition estimated the Debtor's
assets and debts from $10 million to $50 million.  The case was
dismissed on May 18, 2011, at the request of creditor Mervis
Diamond Corp.  But a resolution couldn't be confirmed with Mervis
Diamond and other creditors, prompting Congressional Hotel to seek
Chapter 11 protection again.


COOPER LIMITED: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Cooper Limited, LC
          aka Quick N Clean
        23233 N. Pima Road, #113
        PMB 297
        Scottsdale, AZ 85255

Bankruptcy Case No.: 11-29405

Chapter 11 Petition Date: October 19, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Donald W. Powell, Esq.
                  CARMICHAEL & POWELL, P.C.
                  7301 N. 16th Street, #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  E-mail: d.powell@cplawfirm.com

Scheduled Assets: $1,495,000

Scheduled Debts: $3,099,360

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

The petition was signed by Robert D?Aiello, Jr., managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Robert D?Aiello, Jr. and Annya        11-02368            01/28/11
Rittman D?Aiello


CORDIA COMMUNICATIONS: Plan Filing Period Extended to Jan. 15
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
extended Cordia Communications Corp., et al.'s exclusive periods
to file a plan and to solicit acceptances of a filed plan through
and including Jan. 15, 2012, and March 16, 2012, respectively.

As reported in the TCR on Sept. 7, 2011, the extension sought by
the Debtors is intended to allow the Debtors to finalize the sale
of their competitive local exchange carrier assets to Birch
Communications, Inc., without interruption and to evaluate and
potentially prepare and file a liquidating plan.

                    About Cordia Communications

Cordia Corporation -- through its operating subsidiaries, Cordia
Communications Corp., CordiaIP Corp., My Tel Co, Inc., Northstar
Telecom, Inc., Cordia Prepaid Corp., and Cordia International
Corp. -- offers business, residential, and wholesale customers
local and long distance telecommunications services in more than
60 countries utilizing traditional wireline and Voice over
Internet Protocol -- VoIP -- technologies.  CCC holds licenses to
operate in 28 states throughout the contiguous United States, and
CCCVA is licensed in Virginia.

Winter Garden, Florida-based Cordia Communications Corp., along
with affiliates, filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Lead Case No. 11-06493) on May 1, 2011.  The
Debtor estimated its assets and debts at $10 million to
$50 million.  Scott L. Baena, Esq., at Bilzin Sumberg Baena Price
& Axelrod LLP, serves as the Debtors' bankruptcy counsel.  Source
Capital Group, Inc., serves as investment banker.  Development
Specialists, Inc., is providing restructuring and management
services, including Joseph J. Luzinski as chief restructuring
officer.  Bingham McCutchen LLP as special telecommunications
counsel.

Cordia Communications Inc. was authorized in July 2011 to sell the
business to Birch Communications Inc.  For Birch to take over a
contract with Verizon Communications Inc., Verizon must be paid
$4.4 million, according to the order approving the sale.


CORDIA COMMUNICATIONS: Has Use Thermo Collateral Until Dec. 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
authorized, on a fifth interim basis, Cordia Communications Corp.,
et al., to use alleged cash collateral of Thermo Credit, LLC, in
accordance with a budget, through Dec. 31, 2011.

The Debtors are authorized, for the purposes of this fifth interim
order, to utilize all proceeds of pre- and post-petition
receivables and customer payments received or deposited into the
Lockbox, Collections Accounts, and Contingency Account on or after
the Petition Date in accordance with the budget and this fifth
interim order.

The Debtors, in any particular calendar month: (i) are not
authorized to exceed any line item on the budget by more than 10%
of such line item unless it receives prior written consent from
Thermo; (ii) may not incur a negative variance from aggregate
income (revenues less operating expenses) by more than 10% unless
it receives prior written consent from Thermo, and (iii) may not
pay any prepetition obligation without a prior order of the Court.
Notwithstanding the foregoing, the Debtors may pay any fees due to
the Office of the United States Trustee pursuant to 28 U.S.C.
Section 1930(a)(6) when due.

Thermo is granted a replacement lien on and in cash collateral,
receivables, and other property , including but not limited to all
amounts contained in or payments received or deposited into the
Lockbox, Collections Accounts or Contingency Account, owned,
acquired or generated post-petition by the Debtors' continued
operations solely to the extent and priority, if any, and of the
same kind and nature as Thermo had, if any, prior to the filing of
this bankruptcy case effective as of the Petition Date.

To the extent that the replacement lien is found to be
insufficient, Thermo will be afforded the priority in payment
afforded by Section 507(b) of the Bankruptcy Code to the extent of
any diminution in the value of its security or ownership
interests, if any, after giving effect to the value, if any, of
the replacement lien granted hereunder.

A further hearing on the Debtors' request for cash collateral use
will be held on Dec., 14, 2011 at 11:00 a.m.

A copy of the Fifth Interim Cash Collateral Order and Budget is
available for free at:

    http://bankrupt.com/misc/cordia.5thinterimcashuseorder.pdf

                   About Cordia Communications

Cordia Corporation -- through its operating subsidiaries, Cordia
Communications Corp., CordiaIP Corp., My Tel Co, Inc., Northstar
Telecom, Inc., Cordia Prepaid Corp., and Cordia International
Corp. -- offers business, residential, and wholesale customers
local and long distance telecommunications services in more than
60 countries utilizing traditional wireline and Voice over
Internet Protocol -- VoIP -- technologies.  CCC holds licenses to
operate in 28 states throughout the contiguous United States, and
CCCVA is licensed in Virginia.

Winter Garden, Florida-based Cordia Communications Corp., along
with affiliates, filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Lead Case No. 11-06493) on May 1, 2011.
The Debtor estimated its assets and debts at $10 million to
$50 million.  Scott L. Baena, Esq., at Bilzin Sumberg Baena Price
& Axelrod LLP, serves as the Debtors' bankruptcy counsel.  Source
Capital Group, Inc., serves as investment banker.  Development
Specialists, Inc., is providing restructuring and management
services, including Joseph J. Luzinski as chief restructuring
officer.  Bingham McCutchen LLP as special telecommunications
counsel.

Cordia Communications Inc. was authorized in July 2011 to sell the
business to Birch Communications Inc.  For Birch to take over a
contract with Verizon Communications Inc., Verizon must be paid
$4.4 million, according to the order approving the sale.


CYBERDEFENDER CORP: Completes 1st Tranche of Common Shares Sale
---------------------------------------------------------------
Cyberdefender Corporation, on Oct. 18, 2011, completed the first
tranche of the private sale of up to $1 million of the Company's
common stock at $0.6425 per share to six accredited investors
pursuant to Securities Purchase Agreements.  The aggregate
principal amount of the first tranche sale is $454,800.   Each
purchaser received a warrant to purchase one share of Common Stock
for each two shares of Common Stock purchased at an exercise price
of $0.8031.

The sale is exempt from the registration requirements of the
Securities Act pursuant to Section 4(2) of the Securities Act and
Rule 506 of Regulation D promulgated under the Securities Act
because the securities were issued only to accredited investors
without any general solicitation or general advertising.

Neither the Common Stock nor the shares that may be issued upon
the exercise of the Warrants have been registered under the
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable
exemption from the registration requirements.

In connection with the sale, the Company will pay FCG Advisors LLC
a commission of $36,384 and will issue to FCG a warrant to
purchase 56,629 shares of Common Stock with an exercise price of
$0.8031.

                         About CyberDefender

Los Angeles, Calif.-based CyberDefender Corporation is a provider
of remote LiveTech services and security and computer optimization
software and to the consumer and small business market.  The
Company's mission is to bring to market advanced solutions to
protect computer users against Internet viruses, spyware, identity
theft and related security threats.

The Company's balance sheet at June 30, 2011, showed $7.9 million
in total assets, $40.6 million in total liabilities, and a
stockholders' deficit of $32.7 million.

                      May Consider Bankruptcy

"We are presently engaged in active discussions for additional
investments by existing and prospective investors but we have no
funding commitments in place at this time and we can give no
assurance that such capital will be available on favorable terms,
or at all.  If we cannot obtain financing, then we may be forced
to further curtail our operations, or possibly be forced to
evaluate a sale or consider other strategic alternatives such as
bankruptcy," the Company said in Form 10-Q for the quarter ended
June 30, 2011.


DAMON'S INT'L: Closes Four Restaurants; Still on Auction Block
-------------------------------------------------------------- Dan
Eaton at Business First reports that Damon's International Inc. is
still on the selling block.  The Company recently closed four
restaurants in the Cleveland market.

According to the Cleveland Plain Dealer, about 150 employees at
four former Damon's Grill and Sports Bar locations in Northern
Ohio are out of work and didn't receive their final paychecks
following the quick closures of stores in September.

Plain Dealer says locations in Middleburg Heights, Mentor, Canton
and Sandusky, Ohio, all closed after a Pittsburgh Bankruptcy Court
approved plans for emergency shutdowns.  The company didn't have
the money to keep the lights on or pay its workers.  In court
filings, the state of Ohio said the stores had not even been
sending in sales taxes collected on food sold.  Though Damon's is
based in Columbus, the holding company that owns it is in
Pennsylvania.

                About Damon's Grill and Max & Erma's

Before filing for bankruptcy, Max & Erma's owned a chain of 106
restaurants located in Pennsylvania, Ohio, and Michigan, with a
few in Chicago, Washington, Atlanta, and Kentucky.  Max & Erma's
Restaurant, Inc., filed a Chapter 11 petition (Bankr. W.D. Pa.
Case No. 09-27807) in October 2009.  At the time of the filing,
the Debtor estimated its assets and debts at less than $10
million.

Damon's International Inc., had Damon's Grill restaurants in 50
locations in 15 states in the U.S. and the United Kingdom before
it sought bankruptcy protection.  Damon's sought Chapter 11
protection (Bankr. W.D. Pa. Case No. 09-___) in October 2009,
estimating $1 million to $10 million in assets and debts.

Both Damon's Grill and Max & Erma's are owned by G&R Acquisitions,
Inc.  G&R sent Damon's and Max & Erma's to Chapter 11 to protect
its stock from being taken over by creditor National City, a unit
of PNC Financial Services Group Inc.


DARUMA JAPANESE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Daruma Japanese Steakhouse at Bartram Park, Inc.
        7618 Wexford Club Drive East
        Jacksonville, FL 32256

Bankruptcy Case No.: 11-07645

Chapter 11 Petition Date: October 19, 2011

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

Debtor's Counsel: Brett A. Mearkle, Esq.
                  LAW OFFICE OF BRETT A. MEARKLE
                  8777 San Jose Boulevard, Suite 801
                  Jacksonville, FL 32217
                  Tel: (904) 352-1342
                  Fax: (904) 352-1814
                  E-mail: bmearkle@mearklelaw.com

Scheduled Assets: $2,806,985

Scheduled Debts: $4,416,634

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

The petition was signed by Chun Daniels, president.


D.C. DEVELOPMENT: Section 341(a) Meeting Scheduled for Nov. 21
--------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
of D.C. Development, LLC, on Nov. 21, 2011, at 9:00 a.m.  The
meeting will be held at 341 meeting room 6th Floor at 6305 Ivy
Ln., Greenbelt.

Creditors are requested to file their proof of claim by Feb. 21,
2012.

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.

D.C. Development, LLC, along with affiliates, filed for Chapter 11
bankruptcy (Bankr. D. Md. Case No. 11-30548) on Oct. 15, 2011.
Karen F. Myers  signed the petition as managing member of Spiker
LLC.  James A. Vidmar, Jr. Esq., at Logan, Yumkas, Vidmar & Sweeny
LLC, in Annapolis, MD, serves as counsel to the Debtors.


D.C. DEVELOPMENT: Seeks to Employ Logan Yumkas as Counsel
---------------------------------------------------------
D.C. Development, LLC, seeks the authority of the U.S. Bankruptcy
Court for the District of Maryland to employ Logan, Yumkas, Vidmar
& Sweeney, LLC, as its counsel pursuant to Section 327 of the
Bankruptcy Code and Rule 2014(a) of the Federal Rules of
Bankruptcy Procedure.  The Debtor has selected LYVS because of its
experience and knowledge in the fields of corporate reorganization
and bankruptcy law.

As the Debtor's counsel, LYVS will:

   (a) advise the Debtor of its rights, powers and duties as a
       debtor and debtor-in-possession;

   (b) advise the Debtor concerning, and assisting in the
       negotiation and documentation of, financing agreements,
       debt restructurings, cash collateral arrangements and
       related transactions;

   (c) review the nature and validity of liens asserted against
       the property of the Debtor and advise the Debtor
       concerning the enforceability of those liens;

   (d) advise the Debtor concerning the actions that it might
       take to collect and to recover property for the benefit of
       the Debtor's estate;

   (e) prepare on behalf of the Debtor all necessary and
       appropriate applications, motions, pleadings, draft orders,
       notices, schedules and other documents, and review all
       financial and other reports to be filed in the Chapter 11
       case;

   (f) advise the Debtor concerning, and prepare responses
       to, applications, motions, pleadings, notices and other
       papers that may be filed and served in the Chapter 11 case;

   (g) counsel the Debtor in connection with the formulation,
       negotiation and promulgation of plans of reorganization
       and related documents; and

   (h) perform all other legal services it is qualified to
       handle for and on behalf of the Debtor that may be
       necessary or appropriate in the administration of the
       Chapter 11 case and the Debtor's business, including
       advising and assisting the Debtor with respect to debt
       restructurings, stock or asset dispositions, claims
       analysis and disputes and legal advice with respect to
       general corporate, bankruptcy, finance, real estate and
       litigation matters.

The Debtor will pay LYVS for its legal services on an hourly basis
in accordance with the firm's ordinary and customary hourly rates:

                             Rate/Hour
                             ---------
     Partners                $325-$385
     Associates              $225-$300
     Paralegals              $110-$175

James A. Vidmar assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

D.C. Development, LLC, along with affiliates, filed for Chapter 11
bankruptcy (Bankr. D. Md. Case No. 11-30548) on Oct. 15, 2011.
Karen F. Myers signed the petition as managing member of Spiker
LLC.


DECORATOR INDUSTRIES: U.S. Trustee Appoints Creditors Panel
-----------------------------------------------------------
Donald F. Walton, the United States Trustee for Region 21,
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 Decorator Industries Inc.

The Creditors Committee members are:

      1. Walter Ceranek
         Chairperson
         Design/Craft Fabric Corp.
         2230 Ridge
         Glenview, IL 60025
         Tel: (847) 904-7000 x 134
         Fax: (847) 904-7104
         E-mail: wceranek@design-craft.com

      2. Kelli Finney
         Vice President of Finance
         Integra International Inc d/b/a Integra Fabrics
         3650 Ralph Ellis Blvd
         Loris, SC 29569
         Tel: (843) 756-4700
         Fax: (843) 756-9275
         E-mail: kelli@integrafabrics.com

      3. Allan Spielman, EVP
         Rosenthal & Rosenthal Inc. as factors
         for PK Contract, Telaco Inc., & Richloom Fabrics Inc.
         1370 Broadway
         New York, NY 10018
         Tel: (212) 356-1438
         Fax: (212) 356-3438
         E-mail: aspielman@rosenthalinc.com

      4. Margaret A. Lavanture
         Vytec, Incorporated
         PO Box 1148
         Grainger, IN 46530
         Tel: (574) 277-4295
         Fax: (574) 277-2973
         E-mail: vytecinc@aol.com

      5. Edward A. Langellier
         Operating VP, Corporate Credit
         The Robert Allen Group
         225 Foxboro Boulevard
         Foxboro, MA 02035
         Tel: (508) 851-6874
         Fax: (508) 337-7900
         E-mail: elangellier@robertallendesign.com

                    About Decorator Industries

Decorator Industries Inc. (Pinksheets: DINIQ.PK) supplies interior
furnishings for the hospitality and RV industries.  Decorator
Industries, doing business as Specialty Window Coverings and
Superior Drapery, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 11-37641) on Oct. 3, 2011.  Judge John K. Olson
oversees the case.  Paul J. Battista, Esq. and Mariaelena Gayo-
Guitian, Esq., at Genovese Joblove & Battista, P.A., serve as
counsel to the Debtor.  The Debtor estimated assets of $10 million
to $50 million and debts of $1 million to $10 million.


DELPHI CORP: Methode Allowed to Amend Counterclaim
--------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York lifted the injunction under Delphi Corp.'s
Modified First Amended Joint Plan of Reorganization solely to
allow Methode Electronics, Inc., to file its amended counterclaim
against DPH-DAS, LLC, in a Michigan state court, without prejudice
to any and all rights and defenses that DPH-DAS may have with
respect to the First Amended Counterclaim.

Judge Drain clarified nothing in the order constitutes a finding
or conclusion regarding the merits of the claim set forth in the
First Amended Counterclaim.  Moreover, the Plan Injunction will
in all other respects remain in full force and effect, the
bankruptcy judge held.

Judge Drain continued the Reorganized Debtors' 46th Omnibus
Claims Objection with respect to the 2008 supply agreement
between Methode and the Reorganized Debtors until resolution of
the litigation in Michigan or further order of the Bankruptcy
Court.  The parties will promptly inform Judge Drain's chambers
of any resolution of the First Amended Counterclaim.

The Bankruptcy Court will retain jurisdiction to hear and
determine all matters arising from the implementation and
enforcement of its orders dated September 14, 2011, and June 14,
2010, the Plan Injunction and the bar date Orders as they apply
to Methode and the Reorganized Debtors.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization
became effective.  A Master Disposition Agreement executed among
Delphi Corporation, Motors Liquidation Company, General Motors
Company, GM Components Holdings LLC, and DIP Holdco 3, LLC,
divides Delphi's business among three separate parties -- DPH
Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000


DELPHI CORP: J. Grai Wants Lift Stay to Disburse Benefits
---------------------------------------------------------
James Michael Grai, on behalf of himself and hundreds of other
workers at Delphi Automotive Systems Flint, Michigan East
Operations, asks the Court to lift the automatic stay so that the
State of Michigan Worker's Compensation Commission can disburse
worker compensation benefits to disabled workers, like himself.

Michael P. Doud, Esq., in Flint, Michigan, relates that when a
company in the state of Michigan undergoes bankruptcy, it is the
responsibility of the Compensation Commission to disburse funds
to disabled workers, if the company does not have private
worker's compensation insurance coverage.  This has not occurred,
however, for the East Operations site pending the automatic stay
in DAS's Chapter 11 case, he points out.

Pending the automatic stay and suspension of the benefits, Mr.
Grai can not pay for the most basic health essentials, which he
causes him to rely on his children, Mr. Doud stresses.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization
became effective.  A Master Disposition Agreement executed among
Delphi Corporation, Motors Liquidation Company, General Motors
Company, GM Components Holdings LLC, and DIP Holdco 3, LLC,
divides Delphi's business among three separate parties -- DPH
Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000


DELPHI CORP: Stipulation for Unsecured Claim to Grace Davison
-------------------------------------------------------------
Reorganized Delphi and Grace Davison entered into a settlement
agreement dated August 5, 2011, resolving an adversary proceeding
commenced by the Debtors to avoid and recover certain amounts from
Grace Davison.  The settlement agreement provides Grace Davison an
allowed general unsecured non-priority claim against DPH-DAS LLC
in the amount set forth in the Settlement Agreement.

Subsequently, the parties entered into a Court-approved
stipulation whereby upon payment by Grace Davison to the
Reorganized Debtors of the settlement amount set forth in the
Settlement Agreement, Grace Davison will receive, pursuant to
Section 502(h) of the Bankruptcy Code, an allowed general
unsecured non-priority claim against DPH-DAS LLC.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization
became effective.  A Master Disposition Agreement executed among
Delphi Corporation, Motors Liquidation Company, General Motors
Company, GM Components Holdings LLC, and DIP Holdco 3, LLC,
divides Delphi's business among three separate parties -- DPH
Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000


DELPHI CORP: Delphi Automotive, Others Sued Over Price-Fixing
-------------------------------------------------------------
Lucha Bott, Jane M. Taylor and Jude A. Anheluk, Individually and
on Behalf of All Others Similarly Situated v. Delphi Automotive
LLP; Furukawa Electric Co., Ltd.; Lear Corp.; Leoni AG; Sumitomo
Electric Industries, Ltd.; [S-Y Systems Technologies GmbH; Yazaki
Corp.; Yazaki North America, Inc., Case No. 3:11-cv-04949 (N.D.
Calif., October 6, 2011) alleges that the Defendants are engaging
in a massive, decade-long conspiracy to unlawfully fix and
artificially raise the prices of Automotive Wire Harness Systems,
which are automotive electrical distribution systems used to
direct and control electronic components, wiring, and circuit
boards in an automotive vehicle.

The Plaintiffs contend that the Defendants' conspiracy
successfully targeted the long-struggling United States
automotive industry, raising prices for car manufacturers and
consumers alike.  The Plaintiffs say that competition authorities
in the United States, the European Union and Japan have been
investigating a conspiracy in the market for Automotive Wire
Harness Systems since at least February 2010.

Lucha Bott, a resident of Novato, California, contracted to
purchase a 2009 Honda CRV.  Jane M. Taylor, a resident of Kapaa,
Hawaii, purchased a 2005 Toyota Prius.  Jude A. Anheluk, a
resident of Minneapolis, Minnesota, purchased a 2008 Toyota
Camry.

Delphi and Lear are Delaware corporations, while Yazaki North
America is an Illinois corporation.  Furukawa, Sumitomo and
Yazaki Corp. are Japanese corporations.  Leoni and S-Y Systems
are German corporations.  The Defendants manufacture, market, and
sell Automotive Wire Harness Systems throughout the United
States.

A copy of the Complaint in Bott, et al. v. Delphi Automotive LLP,
et al., Case No. 11-cv-04949 (N.D. Calif.), is available at:

    http://www.courthousenews.com/2011/10/07/AutoAntiT.pdf

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization
became effective.  A Master Disposition Agreement executed among
Delphi Corporation, Motors Liquidation Company, General Motors
Company, GM Components Holdings LLC, and DIP Holdco 3, LLC,
divides Delphi's business among three separate parties -- DPH
Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


DOT VN: Signs Exclusive Reseller Agreement with hereUare
--------------------------------------------------------
Dot VN, Inc., signed an exclusive reseller agreement to
commercialize hereUare, Inc.'s oneMessage Platform in Vietnam.

oneMessage is and all-in-one package, instantly enabling any size
business and branch offices to take advantage of a powerful
corporate messaging system.  In today's global business world,
uninterruptible communication is a fundamental need for efficient
and effective business operations, regardless of the
organizational size and location.  hereUare's oneMessage is
purposely designed to deliver the best-in-class simplicity,
reliability and manageability to all levels of enterprise from
small and medium sized to ISP caliber messaging platform.  This
allows clients to focus on business goals and not on the messaging
infrastructure.  This integrated system saves IT management time
and costs, while minimizing human errors.

"oneMessage's mail platform represents the type of a product that
is well suited to the Vietnamese market, combining scalability and
ease of management," said Dot VN CEO Thomas Johnson.  "We are
excited to offer oneMessage to our clients both as a single
offering as well as packaged with our other services and products
such as Elliptical Mobile Solutions? mobile micro-modular data
center."

                           About Dot VN

Dot VN, Inc. (OTC BB: DTVI) -- http://www.DotVN.com/-- provides
Internet and telecommunication services for Vietnam and operates
and manages Vietnam's innovative online media web property,
www.INFO.VN.  The Company is the "exclusive online global domain
name registrar for .VN (Vietnam)."  Dot VN is the sole distributor
of Micro-Modular Data Centers(TM) solutions and E-Link 1000EXR
Wireless Gigabit Radios to Vietnam and Southeast Asia region.  Dot
VN is headquartered in San Diego, California with offices in
Hanoi, Danang and Ho Chi Minh City, Vietnam.

Dot VN was incorporated in the State of Delaware on May 27, 1998,
under the name Trincomali Ltd.

The Company's balance sheet at July 31, 2011, showed $2.55 million
in total assets, $9.05 million in total liabilities, and a
$6.50 million shareholders' deficit.

The Company reported a net loss of $5 million on $1.01 million of
revenue for the year ended April 30, 2011, compared with a net
loss of $7.32 million on $1.12 million of revenue during the prior
year.

PLS CPA, in San Diego, Calif., noted that the Company's losses
from operations raise substantial doubt about its ability to
continue as a going concern.


DOUBLE D: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Double D Fitness Company
          dba Panama City Health Club & Spa
          fdba Cory Everson's Fitness for Women
        P.O. Box 36014
        Panama City, FL 32412

Bankruptcy Case No.: 11-50555

Chapter 11 Petition Date: October 20, 2011

Court: U.S. Bankruptcy Court
       Northern District of Florida (Panama City)

Debtor's Counsel: Robert C. Bruner, Esq.
                  215 Delta Court
                  Tallahassee, FL 32303
                  Tel: (850) 385-0342
                  Fax: (850) 270-2441
                  E-mail: RobertCBruner@hotmail.com

Scheduled Assets: $624,250

Scheduled Debts: $1,008,265

The Company?s list of its 18 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flnb11-50555.pdf

The petition was signed by Diane M. Zimmerman, president.


DYNEGY INC: In Talks With Bondholders Regarding Unit's Bankruptcy
-----------------------------------------------------------------
Tom Hals and Michael Erman at Reuters report that Dynegy Inc. has
been discussing with bondholders a plan to put a subsidiary into
bankruptcy after bondholders shunned a $1.25 billion refinancing.

Reuters says the proposed bankruptcy would not affect parent
company Dynegy Inc., whose shareholders include billionaire
investor Carl Icahn and investment firm Seneca Capital.  According
to the report, the bankruptcy would be limited to Dynegy Holdings,
which issued $3.5 billion of unsecured bonds and faces more than
$700 million in lease payments over the next five years.

Reuters quotes Katy Sullivan, a Dynegy spokeswoman, as saying,
"Management is evaluating a range of options to manage Dynegy's
debt, including the current exchange offer."

The report says the company recently offered bondholders $1.25
billion of cash and new secured notes for outstanding bonds, but
that offer has failed to garner much support and the deadline has
been expected twice. The latest offer expires Thursday at
midnight.

Reuters notes bondholders such as hedge fund Avenue Capital Group
have been angered by a recent shuffling of assets that has put
most of the company's power plants beyond their reach.  They have
refused the bond swap offer, which demands bondholders accept
discounts of 30% or more on their current holdings.

The report relates that the asset shuffling left Dynegy Holding
with the bond debt and two unprofitable leased power plants.
Bankruptcy would allow Dynegy Holding to restructure the two power
plant leases, but it might also give bondholders a way to
challenge the asset shuffling that they have said amounted to
asset stripping to benefit shareholders.

                         About Dynegy Inc.

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

                           Failed Sale

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Carl Icahn and investment fund Seneca's
efforts, shareholders thumbed down both offers.

In December 2010, an affiliate of Icahn commenced a tender offer
to purchase all of the outstanding shares of Dynegy common stock
for $5.50 per share in cash, or roughly $665 million in the
aggregate.  In February 2011, Icahn Enterprises L.P. terminated
the proposed merger agreement with the Company after it failed to
garner the required number of shareholder votes.

Goldman, Sachs & Co. and Greenhill & Co., LLC, served as financial
advisors and Sullivan & Cromwell LLP served as legal counsel to
Dynegy on the sale efforts.

                        Bankruptcy Warning

Dynegy warned shareholders in March 2011 it might be forced into
bankruptcy if it is unable to renegotiate the terms of its
existing debt.

The Company's balance sheet at June 30, 2011, showed $9.79 billion
in total assets, $7.26 billion in total liabilities, and
$2.52 billion in total stockholders' equity.

Ernst & Young LLP, in Houston, said Dynegy projects that it is
likely that it will not be able to comply with certain debt
covenants throughout 2011.  "This condition and its impact on
Dynegy Inc.'s liquidity raises substantial doubt about Dynegy
Inc.'s ability to continue as a going concern."

                           *     *     *

In July 2011, Moody's downgraded Dynegy Holdings' probability of
default rating to 'Ca' from 'Caa3'.  "The downgrade of DHI's PDR
and senior unsecured notes to Ca reflects the increased likelihood
of a distressed debt exchange transaction occurring within the
next several months following announcement of a corporate
reorganization that seeks to modify asset ownership within DHI
through the formation of several wholly-owned subsidiaries", said
A.J. Sabatelle, Senior Vice President of Moody's. "Separate
financing arrangements being established at these subsidiaries
will have annual limits placed on the amount of cash flow that can
be paid to their indirect parent, which Moody's believes raises
default prospects for DHI's senior unsecured notes and the
company's lease", added Mr. Sabatelle.


EIG MG'T: Fitch Affirm 'B+' Long-Term Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) of EIG Management Company, LLC (EIG) at 'B+'.  Concurrently,
Fitch has withdrawn all of the company's ratings because a
forthcoming debt transaction carrying an expected rating is no
longer expected to proceed as previously envisaged.

Founded in 1982, EIG was the largest alternative asset management
arm of TCW, with a focus on investing in the energy industry.  The
company was spun-out of TCW and became fully independent in
January 2011, with approximately $9.4 billion of assets under
management as of June 30, 2011.  EIG has managed 16 funds since
inception, including private equity vehicles, global project
funds, and a fund of funds vehicle.

Fitch has affirmed and withdrawn the following ratings:

EIG Management Company, LLC

  -- Long-term IDR of 'B+'.
  -- Secured term loan expected rating of 'B+/RR4'.


ENCOMPASS SERVICES: Sahara's Claims Discharged in Bankruptcy
------------------------------------------------------------
Chief District Judge B. Lynn Winmill cleared Encompass Services
Corporation from claims asserted against it in the lawsuits
involving the construction of the Mountain View Hospital in Idaho.
On Sept. 14, 2000, Mountain View -- through Community Hospital
Properties -- entered into a design-build contract with general
contractor Sahara, Inc.  On Nov. 9, 2001, Sahara subcontracted
with other entities, including with Encompass to furnish and
install all mechanical systems, including heating, ventilating,
and air conditioning, and plumbing systems.  Mountain View sued
Sahara in 2007 (D. Idaho Case No. 07-cv-464) over problems at the
facility including HVAC malfunction.  Sahara filed third-party
suits against its subcontractors including Encompass.  According
to the Court's ruling, Sahara was not a known creditor, thus
notice of Encompass's bankruptcy to Sahara by publication was
sufficient, and Sahara's claims against Encompass were discharged
in bankruptcy.  A copy of the Court's Oct. 17, 2011 Memorandum
Decision and Order is available at http://is.gd/VUVLCDfrom
Leagle.com.

Ranking No. 412 on the Fortune 500 list in 2001, Encompass
Services Corporation provided one-stop shopping for systems and
facilities management.  From 200 offices, Encompass' 25,000
workers provided a full suite of electrical and network
technologies, mechanical services and cleaning systems to
commercial, industrial and residential customers from coast to
coast, generating nearly $4 billion in annual revenues.

Houston-based Encompass and several affiliates filed for Chapter
11 (Bankr. S.D. Tex. Lead Case No. 02-43582) on Nov. 19, 2002.
Judge William R. Greendyke presided over the case.  Alfredo R.
Perez, Esq., and Lydia T. Protopapas, Esq., at Weil, Gotshal &
Manges LLP, served as bankruptcy counsel.  The Debtors listed
$1,234,134,000 in assets and $1,762,701,000 in debts.

Jennifer M. Gore, Esq., at Andrews & Kurth LLP, served as counsel
to the Official Unsecured Creditors' Committee.

Encompass filed a plan that grouped the debtors into non-
residential and residential, and called for the sale of both
groups' businesses.


ENERGY AND POWER: Hearing on Further Cash Collateral Tomorrow
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved the stipulation authorizing Energy And Power Solutions,
Inc., et al., to use cash collateral.

The stipulation entered among the Debtors, Silicon Valley Bank and
NGEN II, L.P. as collateral agent for holders of a bridge notes,
provides for among other things:

   -- As of the Petition Date, EPS owed $2.65 million to SVB and
   $5.3 million to NGEN.  SVB asserts a secured claim against
   substantially all assets of EPS.  NGEN asserts a secured claim
   against substantially all assets of EPS.

   -- The Debtors would use the cash collateral to pay costs of
   operating, maintaining and managing its business affairs.

   -- SVB and NGEN are each granted a replacement lien in the
   Debtors' assets to the same extent and priority as any duly
   perfected and unavoidable liens in the prepetition collateral.

   -- To the extent the replacement lien proves insufficient to
   protect the interests of the bank or the Bridge Note Holders,
   then the bank or the Bridge Note Holders will be afforded an
   administrative claim under Section 507(b) for such deficiency.

The Debtor relates that approval of the stipulation is imperative
for the Debtor to avoid default under the bank loan agreements.

A final hearing on the Debtors' use of cash collateral will be
held on Oct. 27, 2011 at 10:00 a.m.  Objections were due Oct. 21.

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

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

              About Energy and Power Solutions Inc.

Based in Costa Mesa, California, Energy and Power Solutions Inc.
aka EPS Corp. filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No.11-23362) on Sept. 23, 2011.  Judge Erithe A. Smith
presides over the case.  The Debtor estimated both assets and
debts of between $10 million and $50 million.

Frank Cardigan, the Assistant U.S. Trustee for Region 16,
appointed five unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Energy and Power Solutions.


ENERGY AND POWER: Proposes ISPE-Led Auction for All Assets
----------------------------------------------------------
Energy And Power Solutions, Inc., et al., ask the U.S. Bankruptcy
Court for the Central District of California for authorization to
sell substantially all assets of EPS' estate in an auction led by
ISPE Services, LLC, a Delaware limited liability company.

EPS relates that it is facing liquidity constraints and does not
have the financial wherewithal to continue to operate its business
throughout the prolonged chapter 11 process.  EPS has determined
that the value of its estate would be preserved and maximized
through a going concern sale of its business and assets used
therein.

EPS, in conjunction with an investment banking firm, Greentech
Capital Advisors, marketed its assets for sale.  Based on its
marketing efforts, EPS has received an offer from the buyer to
purchase the acquired assets or a gross price of $4,500,000, less
cure costs for contacts assumed by the buyer, which the Debtor
expects to be fixed at $1,390,000.

EPS relates that qualified competing bid is not conditioned on any
contingencies, as, without limitation: (i) the outcome of
unperformed due diligence by the bidder, or (ii) obtaining
financing.

EPS is yet to set sale-related schedules, but pursuant to the APA,
the sale must close no later than 60 business days after the
purchase agreement, or Dec. 7, 2011.

In the event of any competing bids for the assets, resulting in
ISPE Services not being the successful buyer, it will receive a
breakup fee of $225,000 to be paid at the time of the closing of
the sale with such third party buyer.

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

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

              About Energy and Power Solutions Inc.

Based in Costa Mesa, California, Energy and Power Solutions Inc.
aka EPS Corp. filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No.11-23362) on Sept. 23, 2011.  Judge Erithe A. Smith
presides over the case.  The Debtor estimated both assets and
debts of between $10 million and $50 million.

Frank Cardigan, the Assistant U.S. Trustee for Region 16,
appointed five unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Energy and Power Solutions.


EVANS OIL: Hearing on Further Access to Cash Tomorrow
-----------------------------------------------------
The Hon. David H. Adams of the U.S. Bankruptcy Court for the
Middle District of Florida has authorized, on an 12th interim
basis, The Evans Oil Company LLC, et al., to use Fifth Third
Bank's cash collateral until Oct. 28, 2011, pursuant to a budget.

As adequate protection for any such interest in Cash Collateral
used by Debtors, Fifth Third is granted replacement liens upon,
and security interests in, Debtors' post-petition Cash Collateral,
but only to the extent that Debtors diminish such Cash
Collateral, and in no event to exceed the type, kind, priority and
amount, if any, which existed on the Petition Date.

In the event actual disbursements weekly exceed projected
disbursements by more than 10%, on a cumulative basis, Fifth Third
may, upon not less than two (2) business days' prior written
notice to Debtors' counsel, have the right to a hearing on stay
relief.

A further hearing on the motion to use cash collateral will be
held at 10:00 A.M. on Oct. 27, 2011.

A copy of the Twelfth Interim Order is available for free at:

           http://bankrupt.com/misc/evansoil.dkt457.pdf

                         About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP as bankruptcy counsel serve
as bankruptcy counsel to the Debtors.  Garden City Group Inc. is
the claims and notice agent.  The Parkland Group Inc. is the
restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.


EVERGREEN SOLAR: Insists on Stalking Horse Bid Despite Objections
-----------------------------------------------------------------
Evergreen Solar Inc. on Monday urged a Delaware bankruptcy judge
not to kill a stalking horse bid from its secured lenders, despite
some creditors' objections, according to reporting by Richard
Vanderford at Bankruptcy Law360.

Evergreen called "meritless" the complaints by the committee of
unsecured creditors, which had asked U.S. Bankruptcy Judge Mary F.
Walrath to stop a $60 million stalking horse bid led by senior
lenders and had said those lenders had claimed liens and security
interests in Evergreen assets to which they were not actually
entitled, according to Law360.

Certain unaffiliated holders of Evergreen Solar's 13% Convertible
Senior Secured Notes due 2015 filed with the Bankruptcy Court an
objection to the motion filed by the Company's official committee
of unsecured creditors seeking an order prohibiting the pre-
petition secured parties from submitting a credit bid on certain
of the Debtor's assets at the auction scheduled for Nov. 1, 2011,
according to BankruptcyData.com.

The noteholders assert, "As the relief sought in the motion is not
supported by applicable law or the facts of this case, including
the secured parties' right to credit bid and the appropriateness
of the bidding procedures have already been litigated and decided
by the Court earlier in the case, the motion should be denied."

According to Dow Jones' DBR Small Cap reports, the Creditors
Committee is asking the court to limit the ability of the
Company's lenders to use their claims against the solar company as
currency at an upcoming auction of the company's assets.


As reported in the Aug. 19 edition of the TCR, the Debtor has
sought approval of proposed auction procedures where ES Purchaser
LLC, the entity established by noteholders supporting the Debtor's
restructuring, will be the stalking horse bidder.

As stalking horse bidder, ES Purchasers proposes to acquire the
assets for $60 million and the assumption of certain liabilities.
However, the Supporting Noteholders have agreed that they will
stop bidding for the Wide Wafer Assets -- the Debtor's Core Assets
-- at the auction for the Wide Wafer Assets if a third party
submits an all cash bid of $30 million or greater for the Wide
Wafer Assets.

U.S. Bank National Association as indenture trustee, acting at the
direction of holders of a majority of outstanding principal amount
of the Debtor's 13% Convertible Senior Secured Notes due 2015, is
entitled to credit bid some or all of the obligations owed in
respect of the 13% Secured Notes for the benefit of all of the 13%
Noteholders.  To the extent the 13% NewCo Credit Bid is the
winning bid, the equity of reorganized Evergreen Solar will be
distributed to all of the holders of 13% Secured Notes in
accordance with the Indenture, and NewCo will have the opportunity
to retain employees relevant to Wide Wafer Technology and continue
the Wide Wafer Technology business for a period of time pursuant
to the terms set forth in the 13% NewCo Credit Bid.

Currently, roughly $165 million in principal amount remains
outstanding under the 2015 Notes.

                       About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
develops, manufactures and markets String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.
The Company's patented wafer manufacturing technology uses
significantly less polysilicon than conventional processes.
Evergreen Solar's products provide reliable and environmentally
clean electric power for residential and commercial applications
globally.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Hilco Industrial
LLC serves as exclusive marketing and sales agent.  Klehr Harrison
Harvey Branzburg serves as special conflicts counsel.  Zolfo
Cooper LLC is the financial advisor.  UBS Securities, LLC, serves
as investment banker.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a "stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.

An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel.  The
Committee tapped Garden City Group as communications services
agent.

Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.


EXPRESS SHOP: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Express Shop V, Inc.
        7614 Clementine Way
        Orlando, FL 32819

Bankruptcy Case No.: 11-15974

Chapter 11 Petition Date: October 21, 2011

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

Debtor's Counsel: Thomas C. Little, Esq.
                  THOMAS C. LITTLE, PA
                  2123 N.E. Coachman Road, Suite A
                  Clearwater, FL 33765
                  Tel: (727) 443-5773
                  E-mail: janet@thomasclittle.com

Scheduled Assets: $1,420,628

Scheduled Debts: $1,927,977

The Company?s list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb11-15974.pdf

The petition was signed by Meghaj K. Reddy, director.


FALLS AT TOWNE: Hearing on Case Dismissal Plea Set for Nov. 9
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota will
convene a hearing on Nov. 9, 2011, at 9:30 a.m., to consider The
Falls at Towne Crossing, LLC's motion to dismiss its Chapter 11
case, pursuant to a stipulation.  Any response to the motion must
be filed and served by Nov. 4.

The Debtor and lender Broadstone Towne Crossing Property Owner
LLC, reached agreement on resolution of the lender's motions for
(I) relief from the automatic stay; and (ii) a finding that Geneva
Multi-Family Exchange XIV, LLC, and The Falls at Towne Crossing
LLC are single asset real estate debtors; and (ii) a motion to
dismiss the cases.

The Debtor relates that its only asset is a 95% tenant in common
interest in The Falls at Towne Crossing, an apartment complex
located in Mansfield, Texas.

Pursuant to the stipulation, among other things:

   a) On Oct. 18, the lender and the Debtor entered into a Deed in
Lieu of Foreclosure Agreement.  Contemporaneously therewith, the
lender deposited $1,200,000 into escrow, which will be released to
the Debtor and the other owners which execute a joinder to the DIL
upon satisfaction of the conditions set forth in the DIL.  Upon
the closing of the transactions, the lender will assume liability
for all prepetition claims and expenses of administration in this
case which arose in the ordinary course of the business of the
property;

   b) The Debtor's interest in the property will be conveyed to
the lender, or its affiliate, in lieu of foreclosure along with
the tenant in common interests of other non-debtor parties who own
approximately 4.86% of the property.  If that sale does not close
in a timely manner, the lender will foreclose the Deed of Trust
under applicable Texas law, with the foreclosure sale to occur on
Nov. 1, 2011;

   c) In connection with the Court's approval of the stipulation,
the automatic stay was modified to permit the lender to commence
and complete foreclosure on the property.  If the foreclosure sale
does not occur in a timely manner because an owner of the property
obtains an injunction or files a bankruptcy case, the case will
return to the status quo and it is agreed that the automatic stay
will be restored to its present state as to the matter.

               About The Falls at Towne Crossing and
                 Geneva Multi-Family Exchange XIV

Geneva Multi-Family Exchange XIV, LLC, owns the 336-unit Falls at
Towne Crossing apartment project in Mansfield, Texas.  Geneva
Multi-Family Exchange XIV and affiliate The Falls at Towne
Crossing, LLC, c/o Exchange Realty Inc., based in Minneapolis,
Minnesota, filed separate Chapter 11 bankruptcy petitions (Bankr.
D. Minn. Case Nos. 11-44562 and 11-44563) on July 5, 2011.  Judge
Dennis D. O'Brien presides over the case.

Geneva Multi-Family Exchange XIV LLC disclosed $25.5 million in
assets and $24.3 million in debts in its petition.  The Falls at
Towne Crossing estimated assets and debts of $10 million to $50
million.  The petitions were signed by Duane H. Lund, chief
manager.

Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman &
Tansey, at Minneapolis, Minnesota, represents the Debtor as
counsel.

As reported in the TCR on Sept. 14, 2011, the U.S. Bankruptcy
Court for the District of Minnesota dismissed on Aug. 22, 2011,
the Chapter 11 case of Geneva Multi-Family Exchange XIV, LLC.  Any
proof of claim filed in the Debtor's case will be deemed filed in
the case of The Falls at Towne Crossing, LLC, Case No. 11-44563
without further action by the claim holder.


FORD MOTOR: Fitch Upgrades Issuer Default Ratings to 'BB+'
----------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings (IDRs) for
Ford Motor Company (Ford) and its captive finance subsidiary, Ford
Motor Credit Company LLC (Ford Credit), to 'BB+' from 'BB'.  The
Rating Outlook for both Ford and Ford Credit is Positive.

The upgrades to Ford's ratings reflect the automaker's strong
financial performance and continued debt reduction through the
first nine months of 2011, as well as the recent completion of the
United Auto Workers (UAW) labor agreement.  The U.S. industry
seasonally adjusted annual rate (SAAR) of light vehicle sales of
12.5 million units through September 2011 is somewhat lower than
expectations earlier this year.  However, continued net pricing
strength and Ford's lower post-recession cost structure continue
to allow the company to produce relatively strong margins and
automotive free cash flow (FCF) in what remains an historically
weak market.  Ford, in turn, has targeted its FCF toward
significantly reducing its debt load over the past two years.

Looking ahead, Fitch expects slowly strengthening global
automotive demand and Ford's competitive product portfolio to
drive continued FCF strength.  This will support ongoing liquidity
growth and provide additional opportunities to further de-lever
the company's balance sheet, with a company goal of reducing
balance sheet debt to $10 billion by 2015.

The Positive Outlook reflects Fitch's expectation that Ford's
ratings could be upgraded in the next 12 to 24 months.  An upgrade
to an investment-grade IDR of 'BBB-' or higher would require
further conviction that the company's operating and financial
profile are sufficiently strong to withstand the myriad secular
and cyclical pressures present within the industry.  In
particular, Fitch's ratings are based on an issuer's projected
performance through the economic cycle, and assigning investment-
grade ratings to Ford will be predicated on an expectation that
the company's liquidity profile, cost structure and FCF generating
potential are adequate to maintain an investment-grade credit
profile even in a period of economic stress.  The significant work
that Ford has undertaken to reduce its debt obligations, lower its
cost structure and increase the competitiveness of its global
product offerings have meaningfully improved the ability of the
company to withstand a future deterioration in the global auto
market.  A further rating upgrade to 'BBB-' or higher is likely if
Ford continues with its plan to reduce debt to $10 billion by mid-
decade; maintains total liquidity (including revolver
availability) near (or above) current levels; and continues to
produce strong FCF on an annualized basis. Ongoing customer
acceptance of the company's vehicles, reflected in a combination
of market share durability and net pricing strength, will be
important contributors to higher ratings, as will a continued
ability to control operating costs.

Despite the many improvements in Ford's post-recession operating
and financial profiles, numerous challenges remain, including
weakness in the European auto market, aggressive industry
competition, continued global manufacturing overcapacity, volatile
oil prices and increasingly stringent fuel economy standards,
especially in the U.S.  The underfunded status of the company's
global pension plans also poses a risk. In addition, the potential
for the global economy to fall back into recession has increased,
potentially slowing, or even reversing, the positive trends seen
in worldwide auto demand over the past two years.  In general,
though, Ford is much better positioned today to withstand another
downturn in global automotive sales than it was prior to the last
recession, with a considerably stronger balance sheet, lower cost
structure and more competitive product lineup.

On Oct. 19, 2011, the UAW announced that its members had ratified
the new four-year labor agreement reached between Ford and union
leadership on Oct. 4, 2011.  Fitch has reviewed the terms of the
new agreement and believes that it provides the company with
improved flexibility to allow continued positive financial and
operational progress over the next several years.  Unlike earlier
UAW contracts, the new agreement has not increased pension
benefits for union-represented employees, and, importantly, it has
capped the employee population covered by the defined benefit (DB)
plans, with new-hire employees covered by a defined contribution
(DC) plan instead.  Average compensation will decline over time as
workers earning entry-level wages constitute an increasing
proportion of the employee population.  In addition, an enhanced
profit sharing plan will tie a greater percentage of total
compensation to the company's financial performance.  Although the
new agreement calls for Ford to make significant investments in
its U.S. plants and increase the level of U.S. vehicle production,
it appears that it has met management's objective of not
increasing the company's breakeven level, which Fitch estimates at
a U.S. light vehicle SAAR of about 10.5 million units.

Ford's product portfolio has performed well through the first nine
months of 2011, with its U.S. light vehicle sales up 11% and the
company experiencing a slight gain in market share to 16.6% from
16.5%. U.S. sales growth in 2011 has been held back somewhat by
the discontinuation of the Mercury brand in 2010, as well as
relatively weak Lincoln sales, which increased only 2.5% through
the first nine months of the year.  Ford has seen particular
strength in sales of the new Fiesta and Explorer, as well as the
Escape, and is likely to see improvement in sales of the new Focus
once production fully ramps up.  In addition, sales of the key F-
Series pickup line have generally held up, despite higher fuel
prices, with sales up 7.9% though September. New, more fuel
efficient V6 engines, which have outsold V8s in recent months,
have helped to support sales of the F-150, the most popular model
in the F-Series lineup.  The continued market acceptance of Ford's
new or refreshed vehicles has also helped to support higher net
pricing so far this year, which has contributed to the company's
ongoing FCF strength.

Increased net pricing and a lower cost base contributed to a
relatively strong Fitch-calculated automotive EBITDA margin of
8.5% and FCF of $5.0 billion in the 12 months ended (LTM) June 30,
2011.  FCF is expected to remain relatively strong for the full
year 2011, but it could potentially decline somewhat from the LTM
June 30, 2011, figure as capital spending is likely to rise
meaningfully in the second half of the year.  Ford's current
forecast call for full year capital spending of $5.0 billion to
$5.5 billion in 2011, up from actual spending of only $2.0 billion
in the first half of the year.  Also likely to contribute to lower
second half FCF are higher raw materials costs, as well as typical
seasonal factors, such as plant shutdowns related to the model
year changeover and higher structural costs to support new model
rollouts.

Over the course of 2010, Ford reduced its automotive debt by $15
billion, and through the first half of 2011 (1H'11), automotive
debt declined by a further $5.1 billion to $14 billion at June 30,
2011.  In September 2011, Ford repaid the remaining $1.8 billion
outstanding on its secured term loan, bringing the total amount of
debt reduction thus far in 2011 to $6.9 billion.  In addition to
the term loan repayment, Ford's debt reduction in 2011 has
included the repayment of the remaining $838 million outstanding
on its secured revolver and the full redemption of $3.0 billion in
subordinated convertible debentures.  The decline in debt through
1H'11 was partially offset by $1.1 billion of incremental
borrowings from the U.S. Department of Energy's (DOE) Advanced
Technology Vehicle Manufacturing Loans program to fund investments
in new fuel efficient vehicles.

Fitch calculates that Ford ended 1H'11 with EBITDA leverage (total
debt/EBITDA) of 1.4 times (x), down from 1.9x at year-end 2010 and
3.1x at June 30, 2010.  Fixed charge coverage (EBITDAR/gross
interest expense plus rent) has also strengthened, with coverage
of 6.1x at June 30, 2011, up from 4.6x at year-end 2010 and 4.1x
at the end of last year's second quarter.  As noted earlier, FCF
for the LTM ended June 30, 2011, was $5.0 billion after accounting
for capital spending of $4.1 billion.  In addition to the strong
FCF, Ford's automotive liquidity was also bolstered by the net
transfer of $3.9 billion in cash to Ford's automotive operations
from Ford Credit.

Looking ahead, Fitch expects the company will seek to further
reduce its outstanding debt over the intermediate term, although
the rate of debt reduction will likely slow as opportunities for
prepayments and debt-to-equity conversions will be more limited.
Ford has stated publicly that it is targeting a debt balance of
$10 billion by mid-decade, which would require reducing debt by
another $2 billion over the next several years.  With $2.4 billion
in estimated debt maturities through year end 2014, however, Ford
could meet its objective simply by repaying debt according to its
current maturity schedule.  However, Fitch expects the company
will continue to look for opportunities reduce debt more quickly,
potentially by making optional prepayments on its DOE ATVM
borrowings.  Continued positive FCF will allow Ford to keep total
liquidity at or above the current level, although Fitch expects
the company will seek opportunities to return some cash to
shareholders if its liquidity position begins to rise
significantly.

Ford ended 1H'11 with an automotive cash balance of $22 billion,
up from $21 billion at year-end 2010.  However, total liquidity,
which Fitch calculates by including the $9.4 billion of
availability on the company's primary revolving credit facility,
increased to $31 billion versus $27 billion at year-end 2010,
which, at the time, included $6.9 billion of revolver
availability.  During 1H'11, revolver availability increased as
the company upsized its facility to $9.8 billion from $8.1 billion
and repaid the $838 million that was outstanding on it.  As of
June 30, 2011, Ford's automotive cash, cash equivalents and
marketable securities exceeded its debt by $7.7 billion and total
liquidity, according to Fitch's calculation, exceeded debt by $17
billion.

Although Ford's credit profile is considerably stronger than it
was prior to the recession, the company continues to face numerous
industry and company specific risks.  Among the company-specific
risks are a still-high, but increasingly manageable, debt load, as
well as material pension and OPEB obligations.  The latter was
reduced significantly in 2009, however, with the transfer of UAW-
related obligations to a union-sponsored voluntary employee
benefits association (VEBA). As of year-end 2010, Ford's global
pension plans (including certain unfunded non-U.S. plans) were
underfunded by a total of $11.5 billion, of which $6.7 billion was
in the U.S.  Ford is not required to make any contributions to its
U.S. pension plans in 2011, but it will contribute cash to its
non-U.S. plans and could make voluntary contributions to its U.S.
plans as well.  For the full year 2011, Ford expects to contribute
$1.6 billion to its global pension plans, including $400 million
in direct payments related to unfunded plans.  Fitch notes that
low interest rates and volatility in asset values increase the
risk that the underfunded position of Ford's global DB pension
plans could rise significantly on the next measurement date of
Dec. 31, 2011.

Ford's ratings also incorporate the heightened uncertainty
regarding the strength and pace of the global economic recovery,
as well as the durability of global auto demand.  Although Fitch
currently expects the global auto market to continue growing over
the next several years, the rate of improvement is likely to be
slower than earlier projections, and high unemployment, ongoing
housing weakness, declining consumer confidence and volatile stock
prices are likely to constrain the rate of growth in the U.S.
through at least the near term.  Conditions in the highly
fragmented European market also are uncertain, as concerns
regarding the fiscal stability of the Euro zone countries have
begun weigh on auto demand in the periphery.  Developing countries
also are experiencing slower demand growth, including efforts by
the Chinese government to slow the pace of new car sales and
rising interest rates in India, both of which have pressured
demand growth in those countries.

Ford's senior secured credit facility is rated one notch above the
IDR at 'BBB-' to reflect the substantial collateral coverage
backing these facilities.  According to Fitch's notching criteria,
'BBB-' is the highest rating level possible for debt issued by a
company with an IDR of 'BB+' or lower.  Fitch notes that the
collateral backing the secured revolver may be sprung if two or
more rating agencies assign the company a senior unsecured rating
of 'BBB-' (or its equivalent) or higher.  The senior unsecured
debt has been upgraded to the same as the IDR at 'BB+', reflecting
the decline in the amount of secured debt in the company's capital
structure and the company's higher IDR.

The ratings for Ford Credit are tied to Ford, reflecting the
strong operational and financial linkages between the two
companies and the strategic importance of Ford Credit to its
parent, as demonstrated by the high percentage of Ford sales
financed by the captive.  Still, Ford Credit's ratings also
reflect its consistent operating performance, solid asset quality,
improved funding flexibility, strong liquidity and adequate
capitalization for the rating category.

The upgrade and equalization of Ford Credit's senior unsecured
debt rating with its long-term IDR reflects the company's efforts
to shift its funding mix toward unsecured debt, which accounted
for 47.2% of total debt outstanding as of June 30, 2011, up from
42.9% at year-end 2008.  Fitch expects this ratio to increase
gradually over the next few years, which will result in larger
pool of unencumbered assets; benefiting unsecured debt holders.

While Fitch expects Ford Credit's ratings to move in tandem with
its parent, rating diversion could occur should Fitch believe the
unit has become less core to Ford's strategic operations or should
adequate support not be provided in a time of crisis.
Additionally, a material increase in leverage, an inability to
access funding for an extended period of time, and/or significant
deterioration in the credit quality of the underlying loan and
lease portfolio, could become restraining factors on the parent's
ratings.

Fitch has taken the following rating actions:

Ford Motor Company

  -- Long-term IDR upgraded to 'BB+' from 'BB';
  -- Senior secured credit facility affirmed at 'BBB-';
  -- Senior unsecured upgraded to 'BB+' from 'BB-'.

Ford Motor Co. of Australia

  -- Long-term IDR upgraded to 'BB+' from 'BB'.

Ford Motor Credit Company LLC

  -- Long-term IDR upgraded to 'BB+' from 'BB';
  -- Short-term IDR affirmed at 'B';
  -- Senior unsecured upgraded to 'BB+' from 'BB-';
  -- Commercial paper (CP) affirmed at 'B'.

Ford Credit Europe Bank Plc

  -- Long-term IDR upgraded to 'BB+' from 'BB';
  -- Short-term IDR affirmed at 'B';
  -- Senior unsecured upgraded to 'BB+' from 'BB-';
  -- CP affirmed at 'B';
  -- Short-term deposits affirmed at 'B'.

Ford Capital B.V.

  -- Long-term IDR upgraded to 'BB+' from 'BB';
  -- Senior unsecured upgraded to 'BB+' from 'BB-'.

Ford Credit Canada Ltd.

  -- Long-term IDR upgraded to 'BB+' from 'BB';
  -- Short-term IDR affirmed at 'B';
  -- Senior unsecured upgraded to 'BB+' from 'BB-';
  -- CP affirmed at 'B'.

Ford Credit Australia Ltd.

  -- Long-term IDR upgraded to 'BB+' from 'BB';
  -- Short-term IDR affirmed at 'B';
  -- CP affirmed at 'B'.

Ford Credit de Mexico, S.A. de C.V.

  -- Long-term IDR upgraded to 'BB+' from 'BB'.

Ford Credit Co. S.A. de C.V.

  -- Long-term IDR upgraded to 'BB+' from 'BB';
  -- Senior unsecured upgraded to 'BB+' from 'BB-'.

Ford Motor Credit Co. of New Zealand Ltd.

  -- Long-term IDR upgraded to 'BB+' from 'BB';
  -- Short-term IDR affirmed at 'B';
  -- Senior unsecured upgraded to 'BB+' from 'BB-';
  -- CP affirmed at 'B'.

Ford Motor Credit Co. of Puerto Rico, Inc.

  -- Short-term IDR affirmed at 'B'.

Ford Holdings, Inc.

  -- Long-term IDR upgraded to 'BB+' from 'BB';
  -- Senior unsecured upgraded to 'BB+' from 'BB-'.


FRANK RUIZ: AEA Wants Petition to Discharge Debts Rejected
----------------------------------------------------------
Joyce Lobeck at the Yuma Sun reports that a hearing has been
scheduled for Dec. 16, 2011, in U.S. Bankruptcy Court on AEA
Federal Credit Union's request that Frank Ruiz's petition for
discharge of his debts be denied.  Mr. Ruiz accrued millions of
dollars of debt as the developer of Yuma Fun Factory and Top of
the Kress.

According to the report, in June 2011, Mr. Ruiz pleaded guilty to
charges of transactional money laundering and misuse of credit
union funds.  He is still awaiting sentencing.

The report says AEA Federal said it is seeking a summary judgment
that because of Mr. Ruiz's admission to defrauding the credit
union, the businessman should not be relieved through bankruptcy
of the debts he owes it, according to documents AEA's attorneys
filed with the Bankruptcy Court.

Ms. Lobeck, citing court documents, says "[Mr. Ruiz] concocted and
executed a scheme to obtain loans from AEA -- under the guise of
legitimate business purposes -- and divert the funds for personal
and other improper uses.  The resulting debt is non-dischargeable
under the exceptions for fraud and willful injury to property."

The report relates that in the amended plan of reorganization
filed in May by Mr. Ruiz, AEA was listed as holding a total of
$17.9 million in unsecured claims against Mr. Ruiz and three
companies he owned or had an interest in.

The report notes the debt has already gone down somewhat with
AEA's recent sale of Yuma Fun Factory.  According to the Yuma
County Assessor's Office, Brice Hauling purchased the attraction's
real estate and personal property for $3.5 million.  While Mr.
Ruiz had sold his interest in Yuma Fun Factory, he was still a
guarantor on the debt.

                         About Frank Ruiz

Frank Ruiz filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case
No. 10-_____) on July 1, 2010.  He started the janitorial supply
business, Desert Best Distributing, and developed the Yuma Fun
Factory, which he later sold, as well as the Top of the Kress.
Yuma Fun Factory filed for Chapter 7 bankruptcy (Bankr. D. Ariz.
Case No. 10-_____) in April 2010, listing assets worth $441,850.
Top of the Kress filed for Chapter 11 bankruptcy reorganization
(Bankr. D. Ariz. Case No. 10-_____) in July 2010.  Both failed
business ventures listed AEA Federal Credit Union was the lender.
Yuma Fun Factory listed that it owes AEA $4.7 million.


FRIENDLY ICE CREAM: Wants to Continue Using Cash Management System
------------------------------------------------------------------
Friendly Ice Cream Corporation, et al., ask the U.S. Bankruptcy
Court for the District of Delaware for an order:

   a) authorizing the Debtor to: (i) continue using the cash
   management system; (ii) maintain existing bank accounts and
   business forms; and (iii) continue intercompany arrangements;
   and

   b) granting intercompany claims administrative priority.

In the ordinary course of business, the Debtors use an integrated,
centralized cash management system to collect, transfer, and
disburse funds generated by their operations and maintain current
and accurate accounting records of all daily cash transaction.

The Debtors relate that the Court must approve the Debtors' cash
management system because:

1. it is essential to the Debtors' operations and restructuring
efforts; and

2. it will facilitate a smooth transition into Chapter 11 and will
not harm parties-in-interest;

                     About Friendly Ice Cream

Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner
and franchiser of 490 full-service, family-oriented restaurants
and provider of ice cream products in the Eastern United States,
filed for Chapter 11 reorganization together with four affiliates
(Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell
the business mostly in exchange for debt to Sundae Group Holdings
II LLC, a unit of Sun Capital Partners Inc.  The existing owner
and holder of the Debtors' second-lien debt are also affiliates of
Sun Capital.  Friendly's, based in Wilbraham, Massachusetts, also
announced the closing of 63 stores, leaving about 424 operating.
Franchise operators have about 230 of the locations.

Judge Kevin Gross oversees the case.  James A. Stempel, Esq., Ross
M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland &
Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq.,
and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones
LLP, serve as the Debtors' bankruptcy counsel.  Zolfo Cooper
serves as the Debtors' financial advisors.

In its petition, Friendly Ice Cream Corp. estimated $100 million
to $500 million in assets and debts.  The petitions were signed by
Steven C. Sanchioni, executive vice president, chief financial
officer, treasurer, and assistant secretary.

Sundae Group Holdings proposes to pay about $120 million for the
business.  The price includes enough cash to pay first-lien debt
and an amount of cash for unsecured creditors to be negotiated
with the official creditors' committee.  Aside from cash, Sun
Capital will make a credit bid from the $267.7 million in second-
lien, pay-in-kind notes.

The bid from Sun Capital is subject to higher and better offers
at an auction.  Under the proposed time-line, bids would be due
Nov. 24, followed by an auction on Dec. 1.  A competing bid must
be at least $122.6 million in cash.

Friendly's is the second company under Sun Capital's portfolio to
file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.


GAC STORAGE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: GAC Storage El Monte, LLC
        8350 West Sahara Avenue, Suite 210
        Las Vegas, NV 89117

Bankruptcy Case No.: 11-42638

Chapter 11 Petition Date: October 20, 2011

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

Judge: Jacqueline P. Cox

Debtor's Counsel: Gordon E. Gouveia, Esq.
                  SHAW, GUSSIS, FISHMAN, GLANTZ, ET AL
                  321 N. Clark Street, Suite 800
                  Chicago, IL 60654
                  Tel: (312) 541-0151 Ext. 102
                  Fax: (312) 980-3888
                  E-mail: ggouveia@shawgussis.com

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

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

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-42638.pdf

The petition was signed by Noam Schwartz, treasurer of EBM
Management Servs, Inc, manager of both members of debtor.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
GAC Storage Copley Place, LLC         11-40953            10/07/11
GAC Storage Lansing, LLC              11-40944            10/07/11


GAVALEX REALTY: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gavalex Realty Partners, LLC
        110 Washington Avenue
        Bedford Hills, NY 10507

Bankruptcy Case No.: 11-37933

Chapter 11 Petition Date: October 20, 2011

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

Judge: Cecelia G. Morris

Debtor's Counsel: Lewis D. Wrobel, Esq.
                  201 South Avenue, Suite 506
                  Poughkeepsie, NY 12601
                  Tel: (845) 473-5411
                  Fax: (845) 473-3430
                  E-mail: lewiswrobel@verizon.net

Scheduled Assets: $1,000,000

Scheduled Debts: $3,141,245

The Company?s list of its 19 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb11-37933.pdf

The petition was signed by Myles L. Sokolof, member.


GIORDANO'S ENTERPRISES: Former Owner Objects to Liquidation Plan
----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the former owner of
Giordano's pizza chain on Monday filed an objection to the Chapter
11 trustee's liquidation plan in Illinois, saying a proposed asset
sale won't garner the highest bid possible for unsecured
creditors.

Law360 relates that GEI Pizza LLC submitted an omnibus objection
to Giordano's Enterprises Inc. trustee Philip V. Martino's motion
for an order setting the bidding procedures, saying the motion was
"rushed" and Martino was succumbing to pressure from secured
creditor Fifth Third Bank.

As reported in the Oct. 24, 2011 edition of the TCR, 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.  A stalking horse bidder has
agreed to pay $26 million for Giordano's Enterprises' restaurant
assets.  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.


GRACEWAY PHARMA: Obtains Authority to Employ Young Conaway
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Graceway Pharmaceuticals LLC to employ the law firm of
Young Conaway Stargatt & Taylor LLP as bankruptcy attorneys.

The firm's rates are:

   Personnel                                 Rates
   ---------                                 -----
   Michael R. Nestor, Esq., Partner        $625/hour
   Kara Hammond Coyle, Associate           $395/hour
   Morgan L. Seward, Associate             $280/hour
   Troy Bollman, Paralegal                 $140/hour

                  About Graceway Pharmaceuticals

Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC offers
dermatology, respiratory, and women's health products. Its Zyclara
Cream is used for the treatment of external genital and perianal
warts (EGW) in patients 12 years of age and older. The company
offers products for the treatment of dermatology conditions, such
as actinic keratosis, superficial basal cell carcinoma, external
genital warts, atopic dermatitis, and acne; and respiratory
conditions, such as asthma.

Graceway Pharmaceuticals and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 11-13036) on
Sept. 29, 2011.

Graceway intends to sell essentially all of its assets pursuant to
Section 363 of the Bankruptcy Code.  Switzerland's Galderma SA has
been selected as a stalking horse bidder, but the final buyer will
be determined through an auction process and, ultimately, by the
Bankruptcy Court over the course of the next few months.

The company's debt includes $430.7 million owing on a first-lien
revolving credit and term loan.  Second-lien debt is $330 million,
with mezzanine debt totaling another $81.4 million.

The company said the sale has the consent of holders of 40% of the
first-lien debt, which means the sale could be opposed by holders
of 60% of the senior debt.

Attorneys at Young Conaway Stargatt & Taylor LLP serve as counsel
to the Debtors.  Latham & Watkins LLP is the co-counsel.  Alvarez
and Marsal North America, LLC, is the financial advisor.  Lazard
Freres & Co. LLC is the investment banker.  PricewaterhouseCoopers
LLP is the tax consultant.  BMC Group serves as claims and notice
agent.

Lowenstein Sandler PC serves as the committee counsel.


H&H TRACKWORKS: Employee Fund's Suit Survives Motion to Dismiss
---------------------------------------------------------------
District Judge Sue E. Myerscough denied a motion by defendants
Matthew E. Hacker, Vincent Herman, and Track Services, Inc., to
dismiss the lawsuit filed by Railroad Maintenance and Industrial
Health and Welfare Fund, saying the allegations in the Plaintiff's
Second Amended Complaint are sufficient to avoid dismissal under
Federal Rule of Civil Procedure 12(b)(6).

Railroad Maintenance and Industrial Health and Welfare Fund is an
employee benefit plan created and administered pursuant to a
Restated Agreement and Declaration of Trust. The Fund is
administered in accordance with the Labor Management Relations Act
of 1947 and the Employee Retirement Income Security Act of 1974.
The Fund entered into an agreement with H&H Trackworks, Inc. to
receive employer contributions on behalf of the corporation's
employees.

H&H Trackworks is a railroad and industrial equipment contractor
located in Bartonville, Illinois, that employed members of
Operating Engineers Local 150 who participated in the Fund
pursuant to a Participation Agreement and Letter of Assent. Mr.
Hacker is a 5% owner and the President of H&H Trackworks.  Mr.
Herman owns the remaining 95% interest in H&H Trackworks and
serves as its Secretary.  Track Services is a Tennessee
corporation owned by Tracy J. Hacker and Barb Herman, the spouses
of Matthew Hacker and Vincent Herman.

Count I of the Second Amended Complaint alleges that Hacker and
Herman each breached the duties incumbent upon an ERISA plan
fiduciary pursuant to 29 U.S.C. Sections 1104 and 1145.  Count II
alleges that Hacker and Herman each breached the terms of a Trust
Agreement between Plaintiff and H&H Trackworks. Finally, Count III
alleges that Track Services is the alter ego of H&H Trackworks and
is therefore liable for the amounts owed the Fund.

The Plaintiff brought the suit to recover unpaid employer
contributions, liquidated damages, interest, and audit costs it
alleges are owed to the Fund.  The Plaintiff sought to recover
directly from H&H Trackworks.  The Plaintiff hired Romolo and
Associates, an accounting firm, to do an audit of H&H Trackworks'
payroll records.  Romolo and Associates determined that H&H
Trackworks owed a total of $41,281.16 in contributions, interest,
liquidated damages, and audit costs for a period from January 1,
2006 through December 31, 2008. Further, except in June 2010, the
Defendants submitted contribution reporting forms to the Fund
without contribution payments from January 1, 2009 through October
2010. Including the cost of the audit, the Plaintiff alleges the
Defendants owe a total of $276,084.22. However, the Plaintiff's
suit against H&H Trackworks was dismissed due to H&H Trackworks'
bankruptcy.

On Oct. 28, 2010, H&H Trackworks filed a Chapter 11 bankruptcy.

On Nov. 22, 2010, at the first meeting of creditors in the
bankruptcy proceeding, Mr. Hacker stated under oath that he was
responsible for deciding which H&H Trackworks' creditors to pay,
and that he decided not to pay Plaintiff the contributions H&H
Trackworks owed. In addition, Mr. Hacker noted that Mr. Herman
contributed significant capital to the business operations of the
corporation. Further, Hacker stated that, prior to H&H Trackworks'
bankruptcy filing, H&H Trackworks had "migrated customers" to a
new, nonunion company, Track Services, Inc.  Mr. Hacker also
concurred with the statement that Track Services, Inc. was a "spin
off" corporation of H&H Trackworks. Track Services is in the same
business as H&H Trackworks and uses H&H Trackworks' equipment in
its operations. Ten employees laid off by H&H Trackworks were
rehired by Track Services.  Track Services is owned by Tracy J.
Hacker and Barb Herman, the spouses of Messrs. Hacker and Herman.

Prior to its bankruptcy, H&H Trackworks had assets of $1,845,616.
The company had gross receipts of $2,819,787 in 2009 and
$1,500,000 in 2010. Following its bankruptcy filing, H&H
Trackworks has paid Track Services $48,500.

The lawsuit is, RAILROAD MAINTENANCE AND INDUSTRIAL HEALTH AND
WELFARE FUND, v. MATTHEW E. HACKER, individually, VINCENT HERMAN,
individually, and TRACK SERVICES, INC., No. 10-3305 (C.D. Ill.).
A copy of the District Court's Oct. 19, 2011 Opinion is available
at http://is.gd/Clyyc9from Leagle.com.


HARRY & DAVID: Names Ex-Guitar Center Executive Johnson as CEO
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Harry & David Holdings Inc.
named a former Guitar Center executive, Craig Johnson, as its new
chief executive.

                         About Harry & David

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.  Affiliates
Harry and David (Bankr. D. Del. Case No. 11-10885), Harry & David
Operations, Inc. (Bankr. D. Del. Case No. 11-10886), and Bear
Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887) filed
separate Chapter 11 petitions.  The cases are jointly
administered, with Harry David Holdings as lead case.

David G. Heiman, Esq., Brad B. Erens, Esq., and Timothy W.
Hoffman, Esq., at Jones Day, are the Debtors' lead counsel.
Daniel J. DeFranceschi, Esq., Paul Noble Heath, Esq., and Zachary
Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors'
local counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.  McKinsey
Recovery & Transformation Services U.S. LLC is being tapped as
management consultants.

The Debtor also tapped DJM Realty Services, LLC, as real estate
consultants; Alvarez & Marsal North America to provide the Debtors
an interim chief executive officer and chief restructuring officer
and certain additional officers; and McKinsey Recovery &
Transformation Services U.S. LLC as their management consultant.

The Company's bondholders are being advised by Stroock & Stroock &
Lavan LLP, as legal counsel, and Moelis & Company, as financial
advisor.  Lowenstein Sandler has been retained as counsel to the
unsecured creditors committee.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.

Harry & David in September 2011 implemented the Chapter 11
reorganization plan that the bankruptcy court approved in
August.


HARTWICK COLLEGE: Moody's Raises Long-Term Rating to 'Ba1'
----------------------------------------------------------
Moody's Investors Service has upgraded the long-term rating to Ba1
from Ba2 on Hartwick College's (Hartwick or College) $19.5 million
of Series 2002A bonds issued through the County of Otsego
Industrial Development Authority. The outlook has been revised to
positive from stable.

SUMMARY RATING RATIONALE

The rating action reflects the College's improved financial
performance, balance sheet strength and student market position in
the last two years attributable to new leadership and senior
management team, as well as its ability to sustain or further
improve progress made to date. The rating also factors the
College's heavy reliance on tuition and auxiliary revenues for
operations, highly competitive student market in which the College
operates, and a very high age of plant and low capital spending
ratio that may not be sustainable longer-term.

The assignment of the positive outlook reflects the expectation
that the College will continue to make progress against the
financial and operational targets, maintain or grow student
enrollment, and grow financial resources through fundraising,
healthy investment returns, and positive operations.

STRENGTHS

- New leadership and senior management team that has demonstrated
  ability to effectuate measurable improvement of the College's
  financial operations, balance sheet strength, and student demand
  and retention after multi-year trend of negative to stagnant
  results.

- For second consecutive year, strong student demand reflected in
  67% increase in applications for fall 2011 class, and overall
  enrollment growth to 1,541 full-time equivalent students (FTEs)
  after stagnant to declining enrollment from fall 2003 to fall
  2009.

- Continued growth of net tuition per student with a nearly 18%
  increase since FY 2007 to $18,155 in FY 2011 (based on unaudited
  results)

- Improved financial operating performance resulting in positive,
  albeit slightly, operating margins in FY 2011 after multiple
  years of negative operations. For the three-years ended June 30,
  2011, average annual operating margin was 0.6% as calculated by
  Moody's and cash flow margin was healthy at 12.3% in FY 2011.

- Notable growth in total financial resources, which have
  increased by 47% since FY 2009 to $73.7 million in FY 2011, and
  exceeding peak levels from FY 2008 of $69.0 million. Balance
  sheet growth has been largely driven by healthy investment
  returns of 13% and 20.9% in FY 2010 and FY 2011, respectively,
  as well as increased gifts.

- Conservative debt profile, with only bonds outstanding issued as
  fixed rate debt, and currently no additional borrowing plans

CHALLENGES

- Highly competitive student market facing this small
  undergraduate liberal arts college located in Oneonta, NY.

- High age of plant (23.4 years), one of the highest for private
  colleges in Moody's portfolio, and low capital spending ratio,
  which may not be sustainable over the long-term.

- Significant proportion of revenues derived from student charges,
  with net tuition, fee, and auxiliary revenues representing 84%
  of operating revenues in FY 2011. Continued growth of net
  tuition revenue is a key credit factor. The College employs a
  high sticker price/high tuition discounting model, with total
  undergraduate cost (including tuition, room, and board) of over
  $45,665 in fall 2011 and a total tuition discount of 45.6% in FY
  2011.

- Reliance, albeit declining, on operating lines of credit for
  seasonal cash flow. As of October 11, 2011, the College
  currently has nothing drawn against its three operating lines of
  credit outstanding for a combined $8.7 million authorized
  amount. The lines of credit are unsecured and contain various
  events of default, which if breached, could require accelerated
  repayment of the borrowed amount by the College.

Outlook

The assignment of the positive outlook reflects the expectation
that the College will continue to make progress against the
financial and operational targets, maintain or grow student
enrollment, and grow financial resources through fundraising,
healthy investment returns, and positive operations.

What Could Change the Rating - UP

Longer term stabilization of enrollment at higher levels and
continued growth of net tuition revenue, accompanied by a
consistent trend in positive operating cash flow, continued growth
of unrestricted financial resources, reduced dependence on lines
of credit, and material improvement in capital spending ratio and
age of plant

What Could Change the Rating - DOWN

Deterioration in liquidity, inability to maintain recent
improvements in enrollment, market demand, financial operations
and resources, significant additional borrowing absent growth of
revenue available to pay debt service

PRINCIPAL METHODOLOGY USED

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


HEALTHCARE REALTY: Fitch Withdraws 'BB+' Preferred Stock Rating
---------------------------------------------------------------
Fitch Ratings has downgraded the following credit ratings of
Healthcare Realty Trust (NYSE: HR):

  -- Issuer Default Rating (IDR) to 'BBB-' from 'BBB';
  -- Unsecured revolving credit facility to 'BBB-' from 'BBB';
  -- Senior unsecured notes to 'BBB-' from 'BBB'.

Fitch also has withdrawn its 'BB+' indicative preferred stock
rating for Healthcare Realty as the company has no intentions of
issuing preferred stock in the foreseeable future.

The Rating Outlook has been revised to Stable from Negative.

The rating actions reflect Fitch's expectations that leverage,
fixed-charge coverage and unencumbered asset coverage of unsecured
debt metrics will remain more consistent with a 'BBB-' rating.

Although the company publicly indicated a desire to significantly
delever in 2011 through a large equity raise, this did not occur
to the extent expected, and Fitch does not expect a significant
equity raise in the near term.  The $250 million of equity raised
year to date in 2011 has primarily been used for acquisition,
development and mortgage fundings.

Fitch-defined fixed-charge coverage ratio, calculated as recurring
operating EBITDA less Fitch's estimate of routine capital
expenditures less straight-line rent adjustments, divided by total
interest incurred was 1.5 times (x) for the 12 months ended June
30, 2011, compared with 1.6x and 2.0x during 2010 and 2009,
respectively.  The recent decline in fixed charge coverage is
partially driven by an increase in development funding, assets in
stabilization that are not yet contributing to EBITDA, and a one-
time increase in interest expense due to the pre-funding of senior
notes that were redeemed in March 2011, with proceeds from a bond
issuance in Dec. 2010.  Adjusting for all of these items, pro
forma coverage would approach 2.0x.

Healthcare Realty's leverage, defined as net debt to recurring
operating EBITDA, is relatively high for the rating category at
8.1x as of June 30, 2011 (8.8x and 7.4x as of Dec. 31, 2010 and
Dec. 31, 2009, respectively).  Leverage based on annualized 2Q'11
EBITDA was 7.7x. Fitch anticipates that leverage may decline to
approximately 7.1x in 2013, assuming the company completes
developments on schedule and leases up assets in stabilization,
without any significant new development projects that would
provide a drag on EBITDA.

Unencumbered asset coverage of unsecured debt (calculated as
unencumbered LTM EBITDA as of 2Q'11, divided by a conservative 8%
capitalization rate, divided by unsecured debt) results in
coverage of 1.5x as of June 30, 2011 compared to 1.6x as of Sept.
30, 2010, and is low for the rating category.

An additional credit concern is the challenging leasing
environment. Occupancy has declined to 87% as of 2Q'11, from 88%
at 2Q'10, as master lease expirations have been converted to
operating leases, driving a near-term reduction to occupancy as
the company becomes responsible for leasing up the vacancy in
those properties.  The company also faces significant lease
expirations over the next few years, ranging between 13.3% and
17.2% of total revenues annually from 2012 through 2014.

Separately, the lease-up of assets in stabilization has been
slower than management's projections and these assets representing
an investment of $235 million were just 29% leased as of June 30,
2011.  The assets in stabilization are not expected to be fully
leased for another five to six quarters.

Offsetting these credit concerns are the company's solid
liquidity, a well laddered debt maturity schedule, and a
diversified portfolio of primarily medical office buildings.

Healthcare Realty's sources of liquidity (unrestricted cash,
availability under its unsecured revolving credit facility, and
projected retained cash flows from operating activities after
dividend payments) divided by uses of liquidity (debt maturities,
projected routine capital expenditures and development and
construction mortgage funding commitments) result in a liquidity
coverage ratio of 1.7x for July 1, 2011 to Dec. 31, 2013, which is
strong for the rating category.

Furthermore, the company's debt maturities are well laddered with
the first meaningful debt maturity ($266.7 million) occurring in
2014, representing 18.8% of total debt.  The bulk of remaining
maturities occur in 2016 and beyond.

The company's portfolio exhibits geographic diversification. On a
square footage basis, as of June 30, 2011, 28.8% of the company's
properties were in Texas, followed by Tennessee (11.5%), Florida
(7.8%) and North Carolina (5.4%).  No other state exceeded 5% of
the total portfolio giving Healthcare Realty broad exposure to
demand for health care real estate.  With continual growth
expected in the healthcare industry, Healthcare Realty's
predominantly Medical Office Building portfolio positions the
company to benefit from increasing demand for healthcare services.

The Stable Outlook centers on expected positive same store net
operating income (NOI) during the forecast period, which will
contribute to improving leverage and coverage metrics.  Increases
in NOI will be driven by positive leasing spreads on below-market
expiring leases and contractual rent bumps that offset a
challenging leasing environment.

Although Fitch does not anticipate positive ratings momentum in
the near-to medium-term, the following factors may have a positive
impact on Healthcare Realty's ratings and/or Outlook:

  -- If the company's net debt to recurring EBITDA ratio were to
     sustain below 7.0x (as of June 30, 2011 the company's
     leverage was 8.1x on an LTM basis and 7.7x on a 2Q
     annualized basis);
  -- If the company's fixed charge coverage ratio were to sustain
     above 2.0x (for the trailing 12 months ended June 30, 2011,
     coverage was 1.5x).

The following factors may have a negative impact on Healthcare
Realty's ratings and/or Outlook:

  -- If the company's leverage were to sustain above 8.0x;
  -- If the company's fixed charge coverage ratio were to sustain
     below 1.5x;
  -- Unencumbered asset coverage sustaining below 1.5x based on an
     8% cap rate (as of June 30, 2011 coverage was 1.5x).


HOMELAND SECURITY: Supplements Stock Purchase Pact Disclosure
-------------------------------------------------------------
Homeland Security Capital Corporation, on Sept. 19, 2011, filed
with the Securities and Exchange Commission a Supplement to a
Definitive Information Statement on Schedule 14C that it filed
with the SEC on Aug. 8, 2011, pursuant to which the Company
updated the disclosure it provided in the Information Statement on
the status of the Stock Purchase Agreement, dated as of July 15,
2011, by and among the Company, Safety & Ecology Holdings
Corporation, a wholly-owned subsidiary of the Company, and Perma-
Fix Environmental Services, Inc.

Pursuant to the Supplement, among other things, the Company must
deliver to PESI at least five business days prior to Closing the
Estimated Closing Balance Sheet, which the Company currently
estimates will reflect an Estimated Net Working Capital Amount of
approximately $4,961,977.  This Estimated Net Working Capital
Amount would result in an Estimated Net Working Capital Deficiency
of approximately $5,038,023 to be deducted from the Cash
Consideration and the Purchase Price.

The parties have agreed that PESI will prepay $500,000 of the
principal amount payable under the Note to the Company within ten
days after the Closing.

In connection with the Current Report on Form 8-K filed with the
SEC on Oct. 20, 2011, the Company clarifies that Christopher P.
Leichtweis who resigned as President and a director of the Company
effective Oct. 14, 2011, continues in his positions as Chief
Executive Officer and founder of SEHC.

A full-text copy of the Form 8-K is available for free at:

                        http://is.gd/WwqY88

                      About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

At Dec. 31, 2009, the Company had total assets of $35,815,519
against total liabilities of $38,018,448 and Warrants Payable --
Series H Preferred Stock of $169,768.  Stockholders' deficit was
$2,372,697 at December 31, 2009.

The Company reported a net loss of $3.98 million on $0 of revenue
for the year ended June 30, 2011, compared with net income of
$2.04 million on $0 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $33.73
million in total assets, $40.35 million in total liabilities,
$169,768 in warrants payable, and a $6.79 million total
stockholders' deficit.

Coulter & Justus, P.C., in Knoxville, Tennessee, noted that
related party senior notes payable totaling $19,725,040 are due
and payable, the Company has incurred a loss from operations for
year ended June 30, 2011, and has a net capital deficiency in
addition to a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern.

In March 2008, the Company entered into a stock purchase agreement
with YA Global Investments, L.P. pursuant to which the Company
sold to YA 10,000 shares of its Series H Convertible Preferred
Stock.  The Series H Stock is convertible into shares of Common
Stock at an initial ratio of 33,333 shares of Common Stock for
each share of Series H Stock, subject to adjustments -- including
the Company's wholly owned subsidiary, Safety & Ecology Holdings
Corporation, achieving certain earnings milestones, as defined,
for the calendar years ending December 31, 2009 and 2008.

Safety operates its business on a fiscal year ending June 30.
Safety achieved the first milestone for the calendar year ending
December 31, 2008.  However, the second financial milestone for
the calendar year ended December 31, 2009, has not been satisfied,
resulting in a potential adjustment to the conversion ratio
yielding approximately 56,300 shares of Common Stock for each
share of Series H Stock, or approximately a potential additional
230,000,000 shares of the Company's Common Stock in the aggregate.

Management is discussing with YA the possibility of a waiver or
amendment of any adjustment to the Series H Stock conversion
ratio, however there can be no assurances YA will waive or amend
the adjustment, if any, to the Series H Stock conversion ratio.
YA has not exercised its conversion rights as of February 22,
2010.

In June 2009 the Company entered into an agreement YA extending
the due date on its senior notes payable, and accrued interest, to
YA from March 14, 2010, until October 1, 2010, for $2,500,000 and
April 1, 2011, for $10,560,000.  In exchange, the Company agreed
to an increase in the interest rate, from 13% to 15%, on the
senior notes payable and certain other debt due to YA, effective
January 1, 2010, if the Company failed to secure a certain
contract by March 2010.  In December 2009, the Company was
informed that it had been eliminated from the award process for
this contract. Accordingly, the Company will begin recording
interest expense at the increased rate effective Jan. 1, 2010.

As reported by the TCR on Aug. 10, 2011, Homeland Security entered
into a Forbearance Agreement by and among YA Global Investments,
L.P., as lender, Homeland Security Advisory Services, Inc.,
Celerity Systems, Inc., and Nexus Technology Group, Inc., pursuant
to which the Lender agreed to forbear from exercising its rights
and remedies under the Financing Documents and applicable law with
respect to one or more Events of Default that have occurred and
are continuing as a consequence of the Company having failed to
pay, when due at maturity, all outstanding principal and accrued
and unpaid interest under the Company's outstanding debt with the
Lender.


INKEEPERS USA: Judge 'Directs' Sale Completion
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Innkeepers USA Trust received approval from the
bankruptcy judge in New York on Oct. 21 to sell 64 hotels for
$1.02 billion to Cerberus Capital Management LP and Chatham
Lodging Trust.  The sale represents a 9% price reduction from the
contract the bankruptcy judge approved when she confirmed
Innkeepers' Chapter 11 plan in June.

According to the report, the reduced price resulted from
negotiation conducted in the face of a lawsuit scheduled for trial
earlier this month where Innkeepers was asking the court to compel
the buyers to carry out the original contract.  Cerberus and
Chatham argued in response that they were entitled to cancel the
original deal in view of a material adverse change in the
hospitality industry.

The report relates that approval of the new contract also made
changes in the previously confirmed plan. No voting was required
because the only affected parties consented to the price
reduction.  To ensure that the new contract goes through on
schedule, the court's approval order "directed" each of the
parties "to use its best efforts to consummate the transactions"
in a "timely manner."

Innkeepers expects the sale to be completed late this week,
Chief Restructuring Officer Marc A. Beilinson said in an emailed
statement.

                    About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-13800) on July 19, 2010.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred $1.29 billion of secured debt.

Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, D.C., serve as counsel to the Debtors.  AlixPartners
is the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.


INPHASE TECHNOLOGIES: Section 341(a) Meeting Set for Nov. 28
------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
of InPhase Technologies, Inc., on Nov. 28, 2011, at 10:00 a.m.
The meeting will be held at Office of the U.S. Trustee, 999 18th
Street, Suite 1551, in Denver, Colorado.

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.

Based in Longmont, Colorado, InPhase Technologies --
http://www.inphase-tech.com-- develops holographic data storage
recording media and systems.  InPhase was founded in 2000.
InPhase is led by CEO Art Rancis and senior vice president of
engineering James Russo.  Initial InPhase customers have included
the likes of Turner Broadcasting.

InPhase filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No.
11-34489) on Oct. 18, 2011.  The Debtor estimated assets of $50
million to $100 million and estimated debts of $10 million to $50
million in its bankruptcy filing.

The Debtor is represented by:

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


INPHASE TECHNOLOGIES: Seeks to Hire Laufer and Padjen as Counsel
----------------------------------------------------------------
InPhase Technologies, Inc., seeks the authority of the U.S.
Bankruptcy Court for the District of Colorado to employ Laufer and
Padjen LLC as its general bankruptcy counsel.  The Debtor has
selected Laufer and Padjen for the reason that it has had
considerable experience in matters of this character, and believes
that it is well qualified to act as general bankruptcy counsel in
this proceeding.

As general bankruptcy counsel, Laufer and Padjen will:

   (a) prepare all schedules, reports, plans, disclosure
       statements, pleadings, motions and other documents as may
       be required in the Chapter 11 case;

   (b) assist Debtor with the refinancing of its secured debt;

   (c) assist Debtor in negotiating and obtaining confirmation of
       a plan Of reorganization; and

   (d) perform all other legal services.

Prior to the filing of its Chapter 11 case, the Debtor paid to the
firm a retainer of $50,000.  The retainer was applied against pre-
petition fees, costs and filing fees incurred by the firm in the
amount of $3,694.

The Debtor will pay Laufer and Padjen in accordance with the
firm's normal hourly rates: Joel Laufer - $375; Robert Padjen
$300.  The Debtor will also reimburse the firm for all reasonable
and necessary costs and expenses incurred by it in connection with
the proceeding.

Based in Longmont, Colorado, InPhase Technologies --
http://www.inphase-tech.com-- develops holographic data storage
recording media and systems.  InPhase was founded in 2000.
InPhase is led by CEO Art Rancis and senior vice president of
engineering James Russo. Initial InPhase customers have included
the likes of Turner Broadcasting.  InPhase Technologies filed for
Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-34489) on Oct.
18, 2011.  The Debtor estimated assets of $50 million to $100
million and estimated debts of $10 million to $50 million in its
bankruptcy filing.


INQUEST TECHNOLOGY: Files for Bankruptcy to Block Judgment
----------------------------------------------------------
Jan Norman at the Orange County Register reports that Inquest
Technology filed for bankruptcy court protection to stall paying a
judgment in a civil lawsuit.

"We filed bankruptcy (for Inquest) to prevent the company from
being dismantled to pay the judgment while Inquest is in the
process of . . . continuing litigation," the report quotes Rob
Goe, Esq. -- rgoe@goeforlaw.com -- of the Irvine, Calif. law firm
Goe & Forsythe, who is representing the Company, as saying.

Mr. Norman relates that Mr. Goe said the Company is disputing a
judgment in a civil lawsuit for breach of contract filed in 2009
by Peter Reilly.  Mr. Engel represents Mr. Reilly.

Eric Engel, Esq. -- e.engel@conklelaw.com -- of the Santa Monica
law firm Conkle, Kremer & Engel, said the bankruptcy does not stop
interest from accruing at $1,800 a day on the judgment and that
Reilly would pursue payment through the bankruptcy court.

According to the report, after a September trial, a jury awarded
Mr. Reilly almost $2.07 million.  The judge tripled the damages
to $6.2 million for willful nonpayment plus 10% interest and
attorneys fees and determined that Singhal and Inquest Vice
President Pradeep Sethia were also personally liable for the
judgment.  Mr. Engel noted that Singhal and Sethia have not
filed for personal bankruptcy.

Based in Laguna Hills, California, Inquest Technology makes
electronic parts, such as printed circuit boards, subcontracting
the work to Asian factories then sells to major Orange County
manufacturers.  The Company filed for Chapter 11 protection on
Oct. 14, 2011 (Bankr. C.D. Calif. Case No.11-24318).  Judge Erithe
A. Smith presides over the case.  Robert P. Goe, Esq., at Goe &
Forsythe LLP, represents the Debtor.  The Debtor estimated both
assets and debts of between $1 million and $10 million.


JEFFREY SIKES: Owes About $3.1 Million to Creditors
---------------------------------------------------
Kevin Hervert at KearneyHub.com reports that Jeffery Sikes and his
wife, Erica, owe $3,090,287 to four banks:

   Hastings State Bank               $1,433,766
   First National Bank of Wahoo        $776,379
   West Gate Bank of Lincoln           $569,542
   Summit Bank of Kansas City          $310,600

According to the report, the total debt listed -- including
unsecured, secured and priority claims -- is $3,135,153.  Mr.
Sikes said his plan is to pay his creditors, but that he needed
bankruptcy protection to allow him to restructure the debt.

Jeffery Sikes and his wife, Erica, filed for Chapter 11 bankruptcy
protection (Bankr D. Neb. Case No. 11-42305) on Aug. 29, 2011.  A
copy of the petition is available at no charge at
http://bankrupt.com/misc/neb11-42305.pdf


KB ALICO: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------
Debtor: KB Alico Properties, LLC
        1938 Princess Court
        Naples, FL 34110

Bankruptcy Case No.: 11-19448

Chapter 11 Petition Date: October 19, 2011

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

Judge: Jeffery P. Hopkins

Debtor's Counsel: Stephen R. Leslie, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, PA
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  E-mail: sleslie.ecf@srbp.com

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

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

The Company?s list of its two largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/flmb11-19448.pdf

The petition was signed by Kenneth W. Smith, manager.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Ken Smith Enterprises, Inc.           --                        --
Kenneth W. Smith                      11-9822             05/24/11


KINGSBURY CORP: Hires Bernstein Shur as Bankruptcy Counsel
----------------------------------------------------------
Kingsbury Corporation and its Debtor affiliates sought and
obtained authority to employ Bernstein Shur Sawyer & Nelson P.A.
as attorneys nunc pro tunc to the Petition Date.

The professional services that BSSN will render to the Debtors
include:

   (a) advising the Debtors with respect to their powers and
       duties as debtors-in-possession in the continued
       management and operation of their businesses and property;

   (b) Representing the Debtors at all hearings and matters
       pertaining to their affairs as debtors and debtors-in-
       possession;

   (c) attending meetings and negotiating with representatives of
       the Debtors' creditors and other parties-in-interest, as
       well as responding to creditor inquiries;

   (d) taking all necessary action to protect and preserve the
       Debtors' estates; and

   (e) preparing on behalf of the Debtors all necessary and
       appropriate motions, applications, answers, orders,
       reports and papers necessary for the administration of
       Debtors' estates.

The Debtors will pay BSSN its customary hourly rates.

Robert J. Keach, Esq., a member of Bernstein Shur, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

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.

The United States Trustee for Region 1 appointed five members to
the Official Committee of Unsecured Creditors.


KINGSBURY CORP: Can Borrow Up to $300,0000 from Diamond Business
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire has
authorized Kingsbury Corporation to borrow up to $300,000 from
Diamond Business Credit, LLC, on an interim basis up through
Oct. 31, 2011.

Diamond will have a valid, perfected, first-priority lien on all
of the Debtor's accounts and inventory in order to secure the
Debtor's obligations with respect to post-petition advances made
by Diamond pursuant to the Diamond Loan Documents.

As adequate protection of its interests in property of the estate
to, among other things, continue to and further secure Diamond's
pre-petition loans and its DIP Loan, the Court authorizes the
Debtor to grant a security interest to Diamond (the "Diamond
Replacement Lien") in the items of collateral identified in the
Diamond Loan Documents, with the Diamond Replacement Lien having
the same priority as the security interests granted to Diamond by
the Debtor prior to the Petition Date.  In addition, if Diamond
becomes entitled to an allowable claim under 11 U.S.C. Section
507(a)(2), then Diamond will have a claim under 11 U.S.C. Section
507(b) (the "Diamond Superpriority Claim"), which Diamond
Superpriority Claim would (i) have priority over all other claims
entitled to priority under Section 507(a)(2), with the exception
of quarterly fees due to the United States Trustee pursuant to
28 U.S.C. Section 1930 and professional fees incurred by the
Debtor's professionals.

Diamond is owed approximately $1,335,163.68 by the Debtor, which
indebtedness is secured by a first position security interest in
all accounts receivable, inventory, and other personal property
excepting only the Utica machinery and equipment, and a third
position security interest in real estate and the Utica machinery
and equipment.

A final hearing on the motion is scheduled for Oct. 31, 2011, at
9:30 a.m.  Objections, if any, to the grant of the relief sought
by the Motion will be filed and served not later than three (3)
business days prior to such final hearing.

AS reported in the Troubled Company Reporter on Oct. 20, 2011, the
Debtor required the proposed postpetition financing in order to
rehire employees and purchase supplies necessary to restart its
operations and meet other critical postpetition obligations in the
ordinary course.  The proceeds of the DIP Financing will be used
to pay the expenses set forth in a Budget, such as payroll, vendor
and supplier costs, and other expenses necessary to restart and
maintain operations.  Absent this relief, the Debtor will be
forced to liquidate its assets quickly, to the substantial
detriment of its creditors.  The DIP Financing is necessary to
preserve, protect and maintain the going concern value of the
Debtor's assets and maximize the value of its estate.

According to Jennifer Rood, Esq., at Berstein, Shur, Sawyer &
Nelson, the Debtor is unable to obtain unsecured credit sufficient
to operate or reorganize its business by providing an
administrative expense claim.  The DIP Financing was obtained on
the most favorable terms available to the Debtor following
discussions with various lending sources.  Under existing time
constraints and conditions, and considering the limited available
collateral of the Debtor, alternative financing was not and is not
available at all, or on a timely basis.

Ms. Rood informed the Court that the Debtor does not have an
alternative source of working capital with which to continue its
operations and to pay its ordinary course obligations, as those
owed to suppliers, employees, insurers, and taxing authorities.
In order for the Debtor to continue operating its business during
the case, the Debtor needs a source of working capital.

                     About Kingsbury Corp.

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, serves as counsel
to the Debtors.   Kingsbury estimated assets and debts of up to
$50 million in its Chapter 11 petition.


LEE ENTERPRISES: Expects to Report a 3.8% Decline in Q4 Revenue
---------------------------------------------------------------
Lee Enterprises, Incorporated, expects to report a year-over-year
revenue decline of approximately 3.8 percent for its fourth fiscal
quarter ended Sept. 25, 2011, with digital advertising revenue up
23.4 percent.  Same property revenue is expected to decline
approximately 3.5 percent.  For the full fiscal year, the revenue
decline is expected to be 3.3 percent, with digital advertising
revenue up 27.0 percent and same property revenue down 3.1
percent.

Carl Schmidt, vice president, chief financial officer and
treasurer, said Lee has not finalized its financial statement
closing process for the quarter and may identify items that would
require adjustments to these latest forecasts.  Final results for
the quarter are scheduled to be announced Nov. 7.

                       About Lee Enterprises

Lee Enterprises, Inc., headquartered in Davenport, Iowa, publishes
the St. Louis Post Dispatch and the Arizona Daily Star along with
more than 40 other daily newspapers and about 300 weeklies.
Revenue for the 12 months ended December 2010 was approximately
$780 million.

The Company's balance sheet at June 26, 2011, showed $1.18 billion
in total assets, $1.26 billion in total liabilities, and a
$75.71 million total deficit.

                           *     *     *

As reported by the Troubled Company Reporter on May 16, 2011,
Standard & Poor's lowered its preliminary corporate credit rating
on Lee to 'B-' from 'B'.  The rating outlook is negative. "The
downgrade is based on the company's significant near-term
maturities and our belief that alternative refinancing options
will likely be costly," said Standard & Poor's credit analyst Hal
F. Diamond.  "We withdrew our 'B' preliminary issue rating on Lee
Enterprises' proposed $680 million first-lien senior secured notes
due 2017 with a preliminary recovery rating of '3' (also
withdrawn), indicating our expectation of meaningful (50%-70%)
recovery for lenders in the event of a payment default," S&P
related.

As reported by the TCR on May 6, 2011, Moody's withdrew its
ratings on Lee after the publisher cancelled a planned refinancing
that would have included the upsizing of its first lien senior
secured notes due 2017 to $680 million from $675 million, and
shifting of the coupon on the $375 million senior secured notes
due 2018 to a cash/PIK combination from all cash.  Moody's had
previously assigned Caa1 Corporate Family Rating on Lee.


LEHMAN BROTHERS: Generated $4.4-Bil. in Traded Claims
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. generated $4.4 billion
in traded claims during September, partly because "people are now
trading on the time value of money," according to Andrew
Gottesman, head of claims trading at SecondMarket Inc.

Mr. Rochelle relates that, dominating the claims-trading business
since May 2009, trading in Lehman claims more than doubled from
the month before, even though the former investment bank is
scheduled for a confirmation hearing on Dec. 6 to wrap up the
Chapter 11 case begun in September 2008.

Claims traders have had months to analyze Lehman's disclosure
statement while projecting how much creditors will receive and
when.  Even late in a case where the facts are out on the table
for all to see, it's still possible to buy a claim while having a
"reasonable degree of certainty" about making a profit, Mr.
Gottesman said in an interview.

Much of the selling came from banks and financial institutions
that purchased claims earlier in the case, Mr. Gottesman said.
Given the weak third-quarter earnings reported by some financial
companies, banks may have been selling to lock in profits and
bolster earnings.

Prices fetched by the main Lehman companies were within a "three-
point range" from June through early October, Mr. Gottesman said.
A dip in August and early September was corrected in October, he
said.

In September, Lehman by itself was responsible for 97% of all
claim trades reported to bankruptcy courts.  Lehman arranged a
Nov. 16 hearing to approve the hiring of Korn/Ferry International
to help the selection committee identify directors to serve on the
board when Lehman emerges from Chapter 11.

Mr. Rochelle relates that Lehman filed papers last week to settle
some disputes between the holding company and the trustee
liquidating the remnants of the Lehman broker arising from a
$125 million payment the holding company made to the broker a few
days before bankruptcy.  From the total, $95 million was used to
establish a trust to fund health benefits for workers and
retirees.  The settlement calls for Lehman to receive the
$37 million remaining in the trust after benefits were paid
following bankruptcy.  From the total, Lehman will take
$25 million in reimbursement for benefits the holding company
paid.  The remainder will be used to fund benefits until the funds
are exhausted.  Benefits currently are costing $6.5 million a
year, according to court papers.  The settlement is set for an
approval hearing in bankruptcy court on Nov. 16.

The Lehman holding company and the brokerage's trustee haven't
resolved their disputes over the $30 million not earmarked for
benefits.

                       About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009,
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

               International Operations Collapse

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

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

Lehman creditors are voting on the Chapter 11 plan in preparation
for the Dec. 6 confirmation hearing.

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


LEHMAN BROTHERS: Shinsei Bank Opposes Plan Confirmation
-------------------------------------------------------
Shinsei Bank Limited asks Judge James Peck of the U.S. Bankruptcy
Court for the Southern District of New York to deny confirmation
of the Chapter 11 plan proposed by Lehman Brothers Holdings Inc.

Shinsei Bank's lawyer says the plan requires the bank and other
creditors to give up 20% of their claims in favor of LBHI's
senior unsecured creditors and general unsecured creditors.

"The plan takes about $1 billion of wealth from the pockets of a
disfavored class of creditors and sends it directly into the
pockets of favored classes of creditors," says Dov Kleiner, Esq.,
at Vinson & Elkins LLP, in New York.

Shinsei Bank, a creditor of Sunrise Finance Co. Ltd., holds about
JPY25 billion in claims against the Japan-based Lehman
subsidiary.  The claim stemmed from a loan agreement between the
bank and Sunrise Finance, and was guaranteed by LBHI.

Mr. Kleiner also criticized the plan's liquidation and recovery
analysis, saying it "does not sufficiently demonstrate" that
opposing creditors would receive at least as much under the plan
as under a Chapter 7 liquidation.

Mason Capital Management LLC, another Lehman creditor, previously
raised similar issues but it eventually withdrew its objection.

The proposed plan would enable LBHI and its affiliated debtors to
pay an estimated $65 billion to creditors.  Under the plan,
LBHI's senior unsecured creditors, which have an estimated
$83.724 billion, in claims, would recover 21.1% of their claims
while general unsecured creditors, which have an estimated $11.39
billion in claims, would recover 19.9%.

The hearing to consider confirmation of the plan is scheduled for
Dec. 6, 2011.

                    About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

               International Operations Collapse

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

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

Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan.  The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors.  Voting on the Plan ends on Nov. 4, 2011.  A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.

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


LEHMAN BROTHERS: Deutsche Proposes to Reclassify $2.4-Bil. Claim
----------------------------------------------------------------
Deutsche Bank AG asked Judge James Peck to enforce his earlier
ruling by reclassifying the bank's almost $2.4 billion in claims
against Lehman Brothers Holdings Inc. and its subsidiary as
general unsecured claims under the proposed Chapter 11 plan.

The move comes after the claims were misclassified under the
proposed plan.  Deutsche Bank expressed concern that it would get
lower recovery as a result of the misclassification of its
claims.

The ruling, which was entered on January 14, 2010, approved a
settlement that granted the administrator of Lehman Brothers
Bankhaus AG allowed unsecured claims against LBHI and Lehman
Commercial Paper Inc.  Those claims were later acquired by
Deutsche Bank.

Each of the claims is in the face amount of more than $1 billion.
LCPI's claim, if properly classified, represents almost one third
of the total estimated allowed general unsecured claims against
the company, according to a court filing.

"It is crucial not only for Deutsche Bank but for all creditors
of LCPI and LBHI that this court restore the claims to their
proper classes in advance of the voting deadline rather than risk
a post-certification or post-confirmation ruling that the claims
were voted in the wrong classes," said Deutsche Bank's lawyer,
Joshua Dorchak, Esq., at Bingham McCutchen LLP, in New York.

Deutsche Bank drew support from other Lehman creditors, which own
participation interests in the claims.

The creditors are Stone Lion Portfolio LP, Permal Stone Lion Fund
Ltd., Anchorage Capital Group LLC, Centerbridge Credit Advisors
LLC, Monarch Alternative Capital LP, GSO Special Situations Fund
LP, and GSO Special Situations Overseas Master Fund Ltd.

                         *     *     *

According to an October 19, 2011 report by Bloomberg News,
Deutsche Bank AG lost its bid to reclassify the $2.4 billion in
claims as the bankruptcy judge denied a request to force Lehman
to upgrade their value.

Deutsche Bank's lawyer told Judge Peck that the bank is "still
discussing internally" whether it would continue to support
Lehman's proposed plan if the claims are not revised, according
to the report.

                    About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

               International Operations Collapse

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

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

Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan.  The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors.  Voting on the Plan ends on Nov. 4, 2011.  A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.

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


LEHMAN BROTHERS: Triangular Setoff Lacks Mutuality
--------------------------------------------------
Judge James Peck held that a contractual right of setoff that
permits netting by multiple affiliated members of the same
corporate family outside of bankruptcy may no longer be enforced
after commencement of a case governed by provisions of Section 101
of the Bankruptcy Code.  Contractual provisions that purport to
create synthetic mutuality are not a substitute for the real
thing, Judge Peck further held.

So-called triangular setoff that lacks mutuality, therefore, is
not authorized under the Bankruptcy Code, Judge Peck declared.

In rendering the decision, Judge Peck granted the request of
James W. Giddens, as trustee of Lehman Brothers Inc. under the
Securities Investor Protection Act, seeking to enforce the
automatic stay and stays imposed under the LBI Liquidation Order
against UBS AG and denied UBS' cross-motion for an order
enforcing the parties' swap agreement.

Judge Peck said that UBS must turn over more than $21 million in
collateral to the LBI Trustee.

The $23 million dispute involved an ISDA swap agreement between
the Lehman broker and UBS.  The agreement provided that the
Zurich-based bank could set off, or take, any property that the
Lehman broker deposited in its account at UBS to recover on debt
owing to any of the Swiss bank's affiliates, Bloomberg News
related.

Judge Peck, Bloomberg noted, agreed with a bankruptcy court
decision from a 2009 in Delaware titled Chevron U.S.A. v.
Semcrude LP, interpreting Section 553 of the Bankruptcy Code.
The decision was upheld in April 2010 by a district court in
Delaware.

Even though a triangular setoff may be permissible under state
law, it doesn't work in bankruptcy because "the Bankruptcy Code
imposes its own strict requirements," Judge Peck said, Bloomberg
noted.  Judge Peck ruled parties cannot create mutuality by
contract.  Judge Peck rejected UBS's argument under the so-called
safe harbor for swap agreements under Section 561 of the
Bankruptcy Code saying that setting off under a swap agreement is
permissible even after bankruptcy, although only if the right of
setoff exists in the first place.  Because there was no right of
setoff in the first place, there was nothing for the safe harbor
to protect, he said, according to Bloomberg.

The Court, Bloomberg related, based his ruling on Section 561 in
part on his prior decision in a Lehman dispute involving Swedbank
BA.  Judge Peck's Swedbank ruling was upheld in February by a
U.S. district judge, the news agency noted.

Outside of bankruptcy, Judge Peck said that companies "are free
to agree to pretty much anything," Bloomberg further related.
After bankruptcy, though, the rights of other creditors come into
play, the news agency continued.  If a triangular setoff were
permitted, the Lehman broker's other creditors would be $23
million worse off, Bloomberg said.  If UBS and ISDA don't succeed
on appeal, they could turn to Congress and lobby for a change in
the Bankruptcy Code, Bloomberg added.

A full-text copy of the memorandum decision dated Oct. 4 is
available for free at http://ResearchArchives.com/t/s?7732

                    About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

               International Operations Collapse

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

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

Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan.  The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors.  Voting on the Plan ends on Nov. 4, 2011.  A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.

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


LEHMAN BROTHERS: Foster Graham to Handle Claims vs. Defendants
--------------------------------------------------------------
Lehman Brothers Holdings Inc. obtained a court order authorizing
Foster Graham Milstein & Cailsher LLP, to also handle the
prosecution of claims against a new set of defendants composed in
part by mortgage brokers and appraisers.

LBHI employed the firm as special counsel to provide legal
services, which include pursuing loss recovery litigation and
representing the company in the defense of claims related to the
purchase, sale, transfer and securitization of mortgage loans.

The Debtors earlier received approval of their application to
employ Foster, Graham, Milstein & Cailsher LLP as their special
counsel.  As special counsel, the firm is pursuing loss recovery
litigation and representing LBHI in the defense of claims related
to the purchase, sale, transfer and securitization of mortgage
loans.

Foster Graham will be paid for its services on an hourly basis
and will be reimbursed for its expenses.  The hourly rates for
the firm's professionals range from $325 to $425 for partners,
$225 to $325 for associates, and $100 to $150 for paralegals and
non-lawyer professionals.

In an affidavit, Daniel Calisher, Esq., at Foster Graham,
declares that the firm "is not currently adverse to the Debtors
or their affiliates."

                    About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

               International Operations Collapse

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

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

Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan.  The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors.  Voting on the Plan ends on Nov. 4, 2011.  A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.

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


LEHMAN BROTHERS: Wins Nod to Hire Hardinger as Special Counsel
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliates obtained the
bankruptcy court's authority to employ Hardinger & Tanenholz LLP
as their special counsel pursuant to Section 327(e) of the
Bankruptcy Code, nunc pro tunc to June 1, 2011.  The Debtors also
seek the Court's authority to modify the procedures for
compensating and reimbursing the firm.

Hardinger & Tanenholz has been engaged with respect to the review
and production of documents in the matter of Lehman Brothers
Holding Inc. v. JPMorgan Chase.

The firm has already been retained as an "Ordinary Course
Professional" since September 2010 with respect to the JPM
Litigation and the request is solely intended to put in place a
different payment mechanism with respect to the firm's fees and
expenses.  The Amended OCP Order provides that payment to any OCP
will not exceed $1 million for the period prior to the conversion
of, dismissal of, or entry of a confirmation in the Chapter 11
cases and that if payment to any OCP exceeds $1 million during
the Chapter 11 Period, the OCP will be required to file a
retention application to be retained as a professional pursuant
to Sections 327 and 328 of the Bankruptcy Code.

Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
tells the Court that as of August 31, 2011, the Debtors have paid
the firm approximately $980,000 for services rendered through
May 31, 2011.  The firm and the Debtors anticipate that the
firm's fees with respect to JPM Litigation during the balance of
the Chapter 11 cases will exceed the $1 million compensation cap
for OCP.  Accordingly, the Debtors now seek to retain Hardinger &
Tanenholz as special counsel in accordance with the Amended OCP
Order and pursuant to Section 327(e), the purpose of which is to
simply put in place a different mechanism for the processing of
its charges.

The Debtors propose that Hardinger & Tanenholz be employed to
continue to advise the Debtors with respect to the JPM
Litigation.  Mr. Krasnow asserts that the modification of
Hardinger & Tanenholz's fee procedures should be made effective
as of June 1, 2011, to ensure that the firm is compensated for
all of its services to the Debtors.  Establishing June 1, as the
date of Hardinger & Tanenholz's retention will enable it to
smoothly transition its billing practices and procedures from its
prior retention as an OCP.

Hardinger & Tanenholz will be paid based on its current hourly
billing rates:

    Partners                 $275 - $310 per hour
    Associates'              $149 - $199 per hour
    Paralegals/Non-lawyers   $45 per hour

The Debtors will also reimburse Hardinger & Tanenholz of its
reasonable and necessary expenses.

Julia Hardinger, Esq., a shareholder of Hardinger & Tanenholz,
attests that her firm has not been and is not currently adverse
to the Debtors or their affiliates.

                    About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

               International Operations Collapse

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

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

Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan.  The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors.  Voting on the Plan ends on Nov. 4, 2011.  A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.

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


LEHMAN BROTHERS: Wins Nod to Hire Fried Frank as Special Counsel
----------------------------------------------------------------
Lehman Brothers Holdings Inc. sought and obtained an application
to employ Fried, Frank, Harris, Shriver & Jacobson LLP as special
counsel effective June 1, 2011.

Fried Frank has served as one of the "ordinary course"
professionals of the company.  Its fees and expenses, however,
might exceed the $1 million compensation cap for OCPs, prompting
LBHI to seek court approval to hire the firm as special counsel
pursuant to Sections 327 of the Bankruptcy Code.

Fried Frank will continue to provide legal services, which
include representing LBHI and its subsidiaries in matters
involving properties, loans or joint venture interests.

Fried Frank will be paid according to its hourly rates:

     Partners                 $815 - $995 per hour
     Of Counsel               $870 - $1,000 per hour
     Special Counsel          $735 - $870 per hour
     Associates               $395 - $715 per hour
     Legal Assistants         $200 - $295 per hour

In a declaration, Janice Mac Avoy, Esq., a member of Fried Frank,
said that her firm does not hold or represent any interest
adverse to the estates.


LEHMAN BROTHERS: RBS Fails to Win Dismissal of $345MM Claim
-----------------------------------------------------------
The Royal Bank of Scotland N.V. failed to convince a bankruptcy
judge to deny a motion of Lehman Brothers Inc.'s trustee to
compel the bank to pay more than $345 million.

The trustee demanded payment in the sum of $347,501,344 from
Royal Bank following the early termination of their ISDA master
agreement.

In a 2-page order, Judge James Peck of the U.S. Bankruptcy Court
for the Southern District of New York denied Royal Bank's request
to junk the motion or to convert that motion to an adversary
complaint.

The bankruptcy judge also denied the request of Royal Bank to
stay "non-discovery related proceedings" with respect to the
trustee's motion pending determination of the bank's motion to
withdraw the reference filed in a district court.

                    About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

               International Operations Collapse

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

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

Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan.  The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors.  Voting on the Plan ends on Nov. 4, 2011.  A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.

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


LENNY DYKSTRA: Wants Fraud Trial Pushed to March Next Year
----------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that federal
prosecutors and public defenders representing former baseball star
Lenny Dykstra on Monday asked that his bankruptcy fraud trial be
postponed until March because the massive numbers of documents
attorneys will have to wade through makes a scheduled December
trial virtually impossible.

Law360 relates that Mr. Dykstra was indicted on federal bankruptcy
fraud charges in California federal court in April for allegedly
ignoring a freeze on his property and selling items from his $18
million mansion.

                       About Lenny Dykstra

Lenny Dykstra is a former Major League Baseball all-star player.
He was center fielder for the New York Mets and Philadelphia
Phillies.  He filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 09-18409) on July 7, 2009, in Woodland Hills,
California.  The Law Office of M. Jonathan Hayes, in Northridge,
California, represents the Debtor.  The Debtor estimated up to
$50,000 in assets and $10 million to $50 million in debts in his
Chapter 11 petition.

A Chapter 11 trustee was appointed in September 2009, and the case
was converted to a liquidation in Chapter 7 on November 20, 2009.
The trustee -- Arturo M. Cisneros -- was investigating the
disposition of personal property both before and after the Chapter
11 filing.

In August 2010, Mr. Cisneros stepped down as Chapter 7 trustee
following issues with his failing to disclose the extent of his
business with J.P. Morgan Chase & Co., which happens to be largest
creditor in Mr. Dykstra's case.


LINDEN LOMITA: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Linden Lomita, LLC
        Robertson Boulevard, Suite 378
        Beverly Hills, CA 90211

Bankruptcy Case No.: 11-54114

Chapter 11 Petition Date: October 23, 2011

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

Judge: Sandra R. Klein

Debtor's Counsel: Marc Weitz, Esq.
                  LAW OFFICE OF MARC WEITZ
                  633 W. 5th Street, Suite 2800
                  Los Angeles, CA 90071
                  Tel: (213) 223-2350
                  Fax: (213) 784-5407
                  E-mail: marcweitz@weitzlegal.com

Scheduled Assets: $9,000,000

Scheduled Debts: $7,753,663

The petition was signed by Kim Fung Lee, manager.

The Company?s list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Treasurer and Tax Collector        --                     $403,663
P.O. Box 512102
Los Angeles, CA 90051


LOCATION BASED TECH: PocketFinder Now Available at Apple Stores
---------------------------------------------------------------
Location Based Technologies Inc. announced its PocketFinder GPS
Personal Locator device is now available for purchase exclusively
at Apple Retail Stores (https://www.apple.com/retail/locator)
throughout the United States and Canada.

The PocketFinder Personal Locator is a groundbreaking device that
will change the way families stay connected and assets are
located.  The rugged and waterproof PocketFinder Personal Locator
fits easily in a pocket, purse or backpack and provides real time
information about location of the device, as well as 60+ day
location history.  PocketFinder Personal is ideal for staying
connected with young children, teenage drivers, pets, assets,
special needs family members and the elderly.

"Having our PocketFinder GPS Personal Locators sold by one of the
world's great retailers, Apple, is an honor as well as a strong
statement about the superior performance and ease of use our
customers are looking for in a location device," stated Dave
Morse, CEO of Location Based Technologies.

The PocketFinder Personal Locator has a best-in-class end user
interface, which can be accessed via a web browser or any web-
enabled phone.  The PocketFinder GPS Mapping Application pinpoints
the location of all selected PocketFinder GPS Personal Locator
within 10 feet.  Users can customize the map application by
establishing zones that automatically send alerts if a device
enters or leaves a zone. Alerts are sent instantly via email, SMS
text and push notification.

As part of its support for Apple products, Location Based
Technologies has also released free iOS 5-compatible PocketFinder
Personal GPS Locator and GPS Vehicle Locator apps for iPhone,
iPad? and iPod Touch.  These apps, which offer most of the
functionality of the browser version, can be downloaded from
Apple's App Store at http://itunes.apple.com/us/app/pocketfinder-
2/id468281892?mt=8.

MSRP for the PocketFinder GPS Personal Locator is $149 and
includes two months of service.  Ongoing connectivity charge is
$12.95 per month.

                  About Location Based Technologies

Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and sells personal, pet, and vehicle locator devices and
services.

As reported in the Troubled Company Reporter on Dec. 22, 2010,
Comiskey & Company, in Denver, Colo., expressed substantial doubt
about Location Based Technologies' ability to continue as a going
concern following its results for the fiscal year ended August 31,
2010.  The independent auditors noted that the Company has
incurred recurring losses since inception and has an accumulated
deficit in excess of $28,800,000 and a working capital deficit in
excess of $5,900,000.

The Company's balance sheet at May 31, 2011, showed $1.77 million
in total assets, $7.70 million in total liabilities, and a
$5.93 million stockholders' deficit.


LOGAN'S ROADHOUSE: Moody's Lowers CFR to 'B3'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service lowered Logan's Roadhouse Inc.'s
Corporate Family Rating ("CFR"), Probability of Default Rating and
senior secured 2nd lien notes rating to B3 from B2. The rating
outlook is was changed to stable from negative.

These ratings were lowered:

Corporate Family Rating to B3 from B2

Probability of Default Rating to B3 from B2

$355 million 2nd lien senior secured notes due 2017 to B3 (LGD3,
49%) from B2 (LGD4, 50%)

Rating outlook: Stable

RATINGS RATIONALE

"The rating downgrade reflects Logan's below expectation
deleveraging trajectory," stated Moody's lead analyst, John Zhao.
"We are taking a view that the company's financial leverage will
likely remain higher than originally expected given the on-going
margin pressure and lack of meaningful free cash generation for
debt reduction in the coming year."

The rating action incorporates Moody's view that high commodity
input cost such as beef and the need to increase marketing spend
and promotional activity to reinvigorate its value message to its
customers will likely result in margin deterioration in the medium
term. Moody's believes it will be challenging for Logan's to pass
along higher commodity cost and other operating costs without
further depressing the visitation, given the chain's already
negative guest traffic and its more value-oriented customer base.
The downgrade also reflects the heightened risk profile due to the
company's somewhat aggressive store expansion plan at a time when
consumer spending remains fragile and Logan's existing restaurants
underperformed its direct competitors in casual dining steakhouse
sector -such as Texas Roadhouse, Long Horn Steakhouse, and Outback
Steakhouse, etc.- on same store sales and guest traffic trend.
Given the management's plans to prioritize all cash flow for unit
growth, Moody's expects the free cash flow to be minimal and
leverage to remain elevated, around 6.5x, in the next 12-18
months.

Positive considerations are given to Logan's expected adequate
liquidity profile in the next 12-18 months, as long as the store
expansion is implemented at a measured pace without depressing
free cash flow to negative over an extended period. The rating
also recognizes the company's established niche as a roadhouse-
themed steakhouse focusing on value offerings, as well as the
management's track record of effectively controlling cost and
improving efficiency through the economic downturn, that would
partially offset some of the above-mentioned margin pressure.

The stable outlook reflects Moody's expectation of modest
improvement in EBITDA in the intermediate term principally as a
result of new unit expansion. While deleveraging is possible, the
pace is expected to be slow and the company's adjusted debt/EBITDA
will likely remain high and not improve sufficiently to warrant a
higher rating over the near to intermediate term. The outlook also
anticipates the company will maintain an adequate liquidity
profile.

Ratings could be downgraded in the event of overly aggressive or
ineffective management of the company's capital expansion plan,
such that the company generates negative free cash flow for an
extended period. From a metrics perspective, ratings could come
under pressure if the company's EBITDA margins significantly
deteriorate, resulting in Moody's adjusted debt/EBITDA above 7.0x,
or if EBITA/interest drops below 1.0x.

An upgrade over the intermediate term would require greater free
cash flow generation and subsequent accelerated debt reduction
because of sustained improvement in same store sales/guest traffic
growth and Average Unit Volumes or a slowdown of new unit
development. Specifically, an upgrade could occur if debt-to-
EBITDA approaches 6.0 times and EBITA-to-interest nears 1.5 times
on a sustained basis.

The principal methodologies used in rating Roadhouse Finance Inc.
were Global Restaurant Industry published in July 2008, and Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009. Other methodologies
and factors that may have been considered in the process of rating
this issuer can also be found on Moody's website.

Logan's Roadhouse, Inc. headquartered in Nashville, Tennessee,
operates 201 and franchises 26 traditional American roadhouse-
style steakhouses in 23 states across the country. Company-owned
units are largely concentrated in the south and southeastern
United States with franchise locations in California and the
Carolinas. Annual revenues were approximately $593 million as of
July 31, 2011.


LOS ANGELES DODGERS: Ticket Holders Get 2 Seats on Creditors Panel
------------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that season-ticket holders abandoned their demand for an
official committee of their own in the bankruptcy case of the Los
Angeles Dodgers in exchange for two seats on the official
committee that represents all unsecured creditors in the team?s
bankruptcy case.  The settlement reached Monday ends a spat with
an informal collection of season-ticket holders.

DBR notes that while the official creditors committee and the
season-ticket holders disagreed strongly on whether there should
be a special committee for the season-ticket holders, they do
agree on how the Dodgers Chapter 11 case should turn out.  In
court filings, both groups backed the Major League Baseball, which
wants to push Frank McCourt out of the control spot at the Dodgers
and sell the team out from under him.  Mr. McCourt wants to
auction the team?s future broadcast rights and pay the bills.

DBR also reports that the creditors committee, heard from for the
first time Monday, asked that the Dodgers be given a limited
period of extended exclusive bankruptcy control rights, as well as
orders to talk to [MLB Commissioner Bud] Selig in hopes ?a
compromise can be reached among the parties that will permit a
prompt, orderly, and consensual exit from bankruptcy.?

                      About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


MALIBU ASSOCIATES: Can Use Bank's Cash Collateral Until Jan. 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a fifth stipulation between Malibu Associates, LLC and
U.S. Bank National Association permitting use of cash collateral
from October 1, 2011 through January 31, 2012.

The Debtor is authorized to use Cash Collateral during the
relevant period in accordance with the cash flow and budget,
provided that the Debtor will be deemed in compliance with the
Budget as long as (1) the aggregate expenditures for all
categories set forth in the Budget, other than the $10,000 per
month Management Fee, do not exceed the budgeted aggregate
expenses by more than 15%; and (2) the expenditures with respect
to any particular category of expenses set forth in the Budget,
other than the $10,000 per month Management Fee, do not exceed the
amount set forth in the Budget for that category by more than 20%.

A copy of the cash collateral Budget is available for free at:

  http://bankrupt.com/misc/MALIBUASSOCIATES_OcttoJan2012Budget.pdf

The Debtor will provide or obtain any notice or order of the Court
before any expense in the Budget is paid that requires prior
notice or order of the Court, including payments regarding insider
compensation.

If, in any given month during the Cash Collateral Period, the full
$10,000 allocated to the Management Fee under the Budget is not
paid, the Debtor will be entitled to make up the difference with
respect to the payment in any subsequent months provided that the
aggregate amount paid with respect to the Management Fee from Cash
Collateral during the Cash Collateral Period is not exceeded.

As adequate protection for the Debtor's use of Cash Collateral, to
the extent that the use of the Cash Collateral on and after the
Petition Date results in a diminution in the value of the Cash
Collateral of the Bank, the Bank will have a replacement lien on
and security interest in, to the extent of any diminution, all
postpetition property of the same type and character as the
property to the Bank's prepetition lien extended, to secure the
prepetition claim of the Bank against the Debtor.

The Replacement Lien will have the same validity, priority,
enforceability, and avoidability as the prepetition liens that the
Bank asserts on the Cash Collateral and other encumbered property
used by the Debtor.

                  About Malibu Associates, LLC

Malibu, California-based Malibu Associates, LLC, dba Malibu
Country Club and Malibu Country Club filed for Chapter 11
bankruptcy (Bankr. C.D. Calif. Case No. No. 09-24625) on Nov. 3,
2009.  Ashleigh A. Danker, Esq., and Marc S. Cohen, Esq., at Kaye
Scholer LLP, in Los Angeles, represent the Debtor in its
restructuring effort.  The Company disclosed assets of
$42,853,592, and debts of $35,758,538 as of the Petition Date.

The Court extended the Debtor's exclusive periods to file and
solicit acceptances for the proposed chapter 11 plan until Feb. 4,
2011, and April 4.  To date, the Debtor hasn't filed a motion for
an extension of its exclusivity periods.


MAQ MANAGEMENT: Bank Seeks to Enforce Cash Collateral Order
-----------------------------------------------------------
At Florida Community Bank, N.A., as successor-in-interest to
Peninsula Bank's behest, as amended, the U.S. Bankruptcy Court for
the Southern District of Florida compelled MAQ Management, Inc.
and its debtor affiliates to comply with the order conditionally
granting 1st National Bank of South Florida's motion to prohibit
use of cash collateral and Wauchula Bank's ore tenus motion to
segregate cash collateral.

FCB fka Premier American Bank, N.A. has a security interest in
certain deposits, rents, profits, revenues, proceeds, et al.
arising from the Debtor's property, which serves as the bank's
collateral.

Jordi Guso, Esq., at Berger Singerman, in Miami, Florida --
jguso@bergersingerman.com -- argued that the Debtors have failed
to comply with the Cash Collateral Order by failing to provide:

   (a) FCB with copies of the agreements referenced in the
       Cash Collateral Order;

   (b) a cash collateral budget; and

   (c) evidence that they are not using FCB's Cash Collateral.

Accordingly, the Court directed the Debtors to provide these
documents to FCB by October 7, 2011:

   * an accounting of FCB's Cash Collateral held in any account;

   * copies of the agrees reference in the Cash Collateral Order;

   * a budget for use of FCB's Cash Collateral; and

   * evidence that the Debtors are not utilizing FCB's Cash
     Collateral in violation of the Cash Collateral Order.

                       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.

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.


META CO: Hung Ry Noodle Shop Files for Bankruptcy
-------------------------------------------------
Lisa Fickenscher, writing for Crain's New York Business, reports
that Hung Ry, a noodle shop in NoHo, New York, filed for Chapter
11 bankruptcy protection on Monday, citing litigation involving
former chef Amadeus Broger as the reason.

Meta Co. owns the restaurant.  Its president, Sheila Weilan Mark,
also filed for personal bankruptcy protection.

Located at 55 Bond St., Hung Ry has just 44 seats.  According to
the report, Hung Ry's debt includes $79,601 for non-payment of
sales taxes and $34,483 for accrued payroll taxes.  Estimated
liabilities are less than $500,000.


MF GLOBAL: Moody's Lowers Preferred Stock Rating to 'Ba2'
---------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of MF
Global Holdings Ltd., including its senior, unsecured debt rating
to Baa3 from Baa2. The rating is under review for possible further
downgrade.

RATINGS RATIONALE

The rating action reflects Moody's view that the current low
interest environment and volatile capital markets conditions make
it unlikely that MF Global, in the near term, will be able to
achieve the financial targets that Moody's had previously
specified were required for it to maintain a Baa2 rating. These
included generating $200-$300 million in annual pre-tax earnings
and managing its balance sheet leverage in the 20x range, a level
that would be consistent with other similarly rated broker-dealer
peers.

Moody's also said that it has become increasingly concerned with
MF Global's risk management and management's ability to prudently
balance risk and reward as it undergoes a substantial re-
engineering of the firm.

"MF Global's increased exposure to European sovereign debt in
peripheral countries and its need to inject capital into its
broker-dealer subsidiary to rectify a regulatory capital shortfall
highlights the firm's increased risk appetite and raises questions
about the firm's risk governance," said Moody's senior analyst Al
Bush.

These issues will be a key consideration during Moody's review of
MF Global for possible further downgrade.

Moody's said that MF Global continues to transform and diversify
its business model, but this re-engineering is challenged by the
ongoing volatility and uncertainty in the economy and financial
markets. This will also be a point that Moody's will consider
during its review for downgrade.

The last rating action on MF Global was on February 3, 2011, when
Moody's affirmed the Baa2 long-term issuer rating and maintained a
negative outlook.

The principal methodology used in this rating was Global
Securities Industry Methodology published in December 2006. Please
see the Credit Policy page on www.moodys.com for a copy of this
methodology.

Downgrades:

   Issuer: MF Global Holdings Ltd.

   -- Issuer Rating, Downgraded to Baa3 from Baa2

   -- Multiple Seniority Shelf, Downgraded to (P)Baa3, (P)Ba1,
      (P)Ba2 from (P)Baa2, (P)Baa3, (P)Ba1

   -- Pref. Stock Preferred Stock, Downgraded to Ba2 from Ba1

   -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
      Baa3 from Baa2

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa3
      from Baa2

Outlook Actions:

   Issuer: MF Global Holdings Ltd.

   -- Outlook, Changed To Rating Under Review From Negative


MORTGAGES LTD: Suit Over Mechanics' Lien Priority Goes to Trial
---------------------------------------------------------------
Before the Bankruptcy Court is an issue whether various mechanics'
lien claimants, who claim priority dating from the commencement of
construction in November 2006, have priority over a construction
deed of trust that was recorded in May of 2007.  Among other
defenses, the construction lender asserts the doctrine of
equitable subrogation gives it priority back to that of a prior
deed of trust because a portion of the construction lender's loan
was used to pay off the prior debt.  And it argues that the second
general contractor cannot claim a priority dating from the
commencement of work by a prior general contractor.

The construction project at issue is the remodeling or
refurbishment of an existing building commonly known as the Hotel
Monroe.  Its owner, Central and Monroe, LLC, first obtained a loan
from First Commonwealth Mortgage Trust in the amount of $3.2
million, secured by a deed of trust recorded in May 2002.  In July
2005, that loan was refinanced by an $8.5 million loan provided by
Mortgages Ltd., secured by a deed of trust recorded that same
month.  Almost $3 million of the proceeds of that loan were used
to satisfy the First Commonwealth debt and obtain a release of the
First Commonwealth deed of trust.

In December 2006, the owner obtained a new loan from Choice Bank
in the amount of $9.3 million. It was secured by a deed of trust
recorded that same month.  Approximately $7.3 million of the
proceeds of the Choice loan were used to satisfy the debt to
Mortgages Ltd. and obtain a release of its 2005 deed of trust.
By the time the Choice Bank deed of trust was recorded in
December, 2006, however, work was already underway on the
remodeling.

KGM was the general contractor who had a contract with the owner
in October 2006, to perform demolition work. KGM asserts, and it
is apparently undisputed, that KGM first supplied labor and
materials to its construction project on November 15, 2006, more
than a month prior to the recordation of the Choice Bank deed of
trust.

The Choice Bank debt was refinanced by another loan from Mortgages
Ltd. in the amount of $75.6 million, in May 2007.  The deed of
trust securing that debt was recorded on May 16, 2007. From the
proceeds of this second Mortgages Ltd. loan, more than $8.9
million was used to satisfy the Choice Bank debt and obtain a
release of its 2006 deed of trust.

More than six months later, the owner signed another contract with
another general contractor, Summit Builders. It commenced work on
January 1, 2008, and recorded its notice and claim of mechanics'
and materialmen's lien in July 2008.

Summit claims that although it had a separate contract with the
owner, some of the work it contracted to do was on the same
"project" that KGM had worked on, the demolition of the interior
of the building to prepare for the substantial remodeling.

Mortgages Ltd. has moved for summary judgment against Summit
Builders and all of its subcontractors. Mortgages asserts that
because portions of the proceeds of its loan were used to pay off
prior secured debts, Mortgages Ltd is entitled to the priority of
those prior deeds of trust under the doctrine equitable
subrogation.

And even if Mortgages is not subrogated to the priority of the
Choice deed of trust, it asserts that its own deed of trust is
prior to Summit's liens, because Summit did not begin work until
after recordation of Mortgages deed of trust and a second general
contractor cannot claim priority back to the commencement of work
by a prior general contractor, KGM.  This could be called the
"separate contract" theory, as distinguished from the "single
project" theory of the priority of mechanic's liens.

In an Oct. 20, 2011 Opinion, available at http://is.gd/ibWxL8from
Leagle.com, Bankruptcy Judge Randolph J. Haines, held that because
there are factual issues as to the existence of an actual or
implied agreement to subrogate, and as to the lack of prejudice or
injustice to the other parties, Mortgages' motion for summary
judgment must be denied.

                       About Mortgages Ltd.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. faced lawsuits filed by Grace Communities and
Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.

The Debtor's case was converted to a chapter 11 proceeding (Bankr.
D. Ariz. Case No. 08-07465) on June 24, 2008.  Judge Sarah
Sharer Curley presided over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.

Mortgages Ltd. was reorganized pursuant to a plan that was
confirmed by the Bankruptcy Court on March 20, 2009.  As part of
the Plan, ML Manager LLC was created to manage and operate the
loans in the portfolio.  The original investors for the most part
transferred their interests to 49 separate Loan LLC's.  A number
of investors, referred to as "pass through investors" did not
transfer their interests.  As part of the Plan, ML Manager took
out $20 million in exit financing to help keep the company afloat
during the reorganization.


MOUNTAIN PROVINCE: Completes Gahcho Kue Airborne Gravity Survey
---------------------------------------------------------------
Mountain Province Diamonds Inc. announced the successful
completion of the airborne gravity survey over both the 49 percent
controlled Gahcho Kue Joint Venture Project and the 100 percent
controlled Kennady North Diamond Project.

The 3,991 line-kilometre survey was conducted by Fugro Airborne
Surveys Corp.  A total of 1,198 line-kilometres were flown over
the Gahcho Kue Project and 2,793 line-kilometres were flown over
the Kennady North Project.

Patrick Evans, President and CEO of Mountain Province, commented:
"The Fugro airborne gravity survey is the first property-wide
airborne gravity survey to be conducted at Kennady Lake since the
start of exploration, approximately 17 years ago.  We are hopeful
that additional kimberlites will be identified at both the Gahcho
Kue Project and the Kennady North Diamond Project.  Preliminary
results from the airborne gravity survey are expected before the
end of November, 2011".

Mountain Province also announced that the Gahcho Kue JV with De
Beers Canada Inc. has decided to expand the previously announced
five-hole Tuzo Deep drill program to six holes.  Expanding the
Tuzo Deep drill program to six holes improves the probability that
an inferred mineral resource will be established below 350 metres,
which is the current limit of the Tuzo mineral resource.  As a
result of the expansion of the Tuzo Deep drill program, the six-
hole program is now expected to be completed by February 2012.

The first of the six planned Tuzo Deep drill holes has been
completed, having intersected over 200 metres of kimberlite.  This
hole was drilled at an angle from land to the south of the Tuzo
kimberlite.  The hole is currently being surveyed to establish the
precise kimberlite pierce points.  The second rig is now on site
to the north of the Tuzo kimberlite.  Drilling of the second and
third Tuzo Deep holes is expected to commence shortly.

Mountain Province is a 49% participant with De Beers Canada in the
Gahcho Kue JV located at Kennady Lake in Canada's Northwest
Territories.  The Gahcho Kue Project consists of a cluster of four
diamondiferous kimberlites, three of which have a probable mineral
reserve of 31.3 million tonnes grading 1.57 carats per tonne for
total diamond content of 49 million carats.

Gahcho Kue is the world's largest and highest grade diamond
development project.  A Dec. 1, 2010, feasibility study filed by
Mountain Province indicates that the Gahcho Kue project has an IRR
of 33.9% (after taxes and royalties, unleveraged).

Mountain Province also controls 100% of the Kennady North Diamond
Project adjacent to the De Beers JV property.  Kennady North hosts
three known diamondiferous kimberlites and a number of unexplained
kimberlite mineral indicators.

Mountain Province Diamonds is included in the S&P/TSX Global
Mining Index.

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit (the "Gahcho Kue Project" located in
the Northwest Territories of Canada.  The Company's primary asset
is its 49% interest in the Gahcho Kue Project.

The Company's balance sheet at June 30, 2011, showed C$71.93
million in total assets, C$7.31 million in total liabilities and
C$64.62 million total shareholders' equity.

                          *     *     *

In its Management's Discussion and Analysis of the Company's
interim consolidated financial statements for the three months
ended June 30, 2010, the Company said its ability to continue as a
going concern and to realize the carrying value of its assets and
discharge its liabilities is dependent on the discovery of
economically recoverable mineral reserves, the ability of the
Company to obtain necessary financing to fund its operations, and
the future production or proceeds from developed properties.
However, the Company adds that there is no certainty that the
Company will be able to obtain financing to fund its operations.
As a result, the Company says, there is substantial doubt as to
its ability to continue as a going concern.


MRK OVERSEAS: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MRK Overseas Investments, Inc
        11006 Le May Drive
        Clermont, FL 34711

Bankruptcy Case No.: 11-15868

Chapter 11 Petition Date: October 19, 2011

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

Debtor's Counsel: Michael E. Golub, Esq.
                  MICHAEL E. GOLUB PA
                  819 West Main Street, Suite B
                  Tavares, FL 32778
                  Tel: (352) 742-7777
                  Fax: (352) 742-7743
                  E-mail: golublawoffice@aol.com

Scheduled Assets: $3,507,278

Scheduled Debts: $1,797,860

The Company?s list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb11-15868.pdf

The petition was signed by Mark R. Kendry, president.


MT3 PARTNERS: Has No Plan; Hearing on Case Dismissal Today
----------------------------------------------------------
MT3 Partners, LLC, asks the U.S. Bankruptcy Court for the District
of Nevada to enter an order dismissing its Chapter 11 case.  MT3
tells the Court that it has been and remains unable to formulate a
plan of reorganization.  Furthermore, as there are no unencumbered
assets for unsecured creditors, conversion to a Chapter 7 would
not be in the best interest of the creditors nor the estate.  The
Court scheduled a hearing on Oct. 26, 2011, at 10:00 a.m. to
consider the motion.

Reno, Nevada-based MT3 Partners, LLC, filed for Chapter 11
bankruptcy protection on Oct. 22, 2010 (Bankr. D. Nev. Case No.
10-54172).  Jeffrey L. Hartman, Esq., at Hartman & Hartman, in
Reno, Nev., serves as counsel to the Debtor.  The Debtor estimated
its assets at $50 million to $100 million and debts at $10 million
to $50 million.


NATURALMIND, INC.: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Naturalmind, Inc.
        3601-3607 Sunset Boulevard
        Los Angeles, CA 90026

Bankruptcy Case No.: 11-54051

Chapter 11 Petition Date: October 21, 2011

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

Judge: Thomas B. Donovan

Debtor's Counsel: Aurora Talavera, Esq.
                  THE AURORA LAW GROUP
                  633 W. 5th Street, Suite 26066
                  Los Angeles, CA 90071
                  Tel: (213) 223-2085
                  Fax: (213) 596-3737
                  E-mail: aurora@theauroralawgroup.com

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

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

The petition was signed by Agop Gozukara, president.

The Company?s list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Nader Ameripour                    Rent-Contract           $18,892
P.O. Box 822
Agoura Hills, CA 91376


NAVISTAR INT'L: Inks $355MM Revolving Facility with BoA, et al.
---------------------------------------------------------------
Navistar, Inc., and seven of its manufacturing subsidiaries,
namely, IC Bus, LLC, SST Truck Company, LLC, IC Bus of Oklahoma,
LLC, Navistar Diesel of Alabama, LLC, Monaco RV, LLC, Navistar Big
Bore Diesels, LLC, and Workhorse Custom Chassis, LLC, signed a
definitive loan agreement relating to a five-year senior inventory
secured, asset-based revolving credit facility in an aggregate
principal amount of $355,000,000 with the Lenders, Bank of
America, N.A., as administrative agent and collateral agent for
the Lenders, Deutsche Bank Securities Inc. and Wells Fargo Capital
Finance, LLC, as syndication agents and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and
Wells Fargo Capital Finance LLC, as joint-lead arrangers and book
managers.  Several of the banking parties to the credit agreement
have acted as underwriters with respect to Navistar International
Corporation's public offerings.

This new loan facility is secured by the Companies' domestic
manufacturing plant and service parts inventory as well as used
truck inventory and matures on Nov. 1, 2016.  All borrowings under
this new loan facility will accrue interest at a rate equal to a
base rate or an adjusted LIBOR rate plus a spread.  The spread,
which will be based on an availability-based measure, ranges from
50 basis points to 100 basis points for Base Rate borrowings and
from 150 basis points to 200 basis points for LIBOR borrowings.
The initial LIBOR spread is 150 basis points.  Borrowings under
the facility are available for general corporate purposes.

Navistar International announced that Daniel C. Ustian, chairman,
president and chief executive officer, will discuss business
opportunities and other matters related to the Company during the
Gabelli & Co. 35th Annual Automotive Aftermarket Symposium in Las
Vegas on October 31 at 2:45 pm PT.

Live audio web casts will be available for the presentation at
http://ir.navistar.com/events.cfm. Investors are advised to log
on to the web site at least 15 minutes prior to the presentation
to allow sufficient time for downloading any necessary software.
The web cast will be available for replay at the same address
approximately three hours following its conclusion, and will
remain available for a period of 12 months or such earlier time as
the information is superseded or replaced by more current
information.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at July 31, 2011, showed $11.17
billion in total assets, $10.42 billion in total liabilities, $5
million in redeemable equity securities and $752 million in total
stockholders' equity.

                           *     *     *

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


MARCO POLO: Banks' Motions to Dismiss Chapter 11 Filings Tossed
---------------------------------------------------------------
Bracewell & Giuliani LLP on Oct. 25 disclosed that it won a major
bankruptcy verdict on behalf of Netherlands-based global maritime
shipping company Marco Polo Seatrade BV and three of its
affiliates in the U.S. Bankruptcy Court for the Southern District
of New York.  The decision rendered by U.S. Bankruptcy Judge
James M. Peck rejects motions by Marco Polo's secured banks
seeking dismissal on jurisdictional and other grounds of the
Chapter 11 filings.

The Marco Polo litigation was widely followed in the global
maritime community.  The decision validates that U.S. Chapter 11
proceedings are a viable restructuring strategy for international
shipping companies as long as they have the minimal connections
needed to satisfy U.S. jurisdictional requirements.  The decision
also confirms that U.S. Bankruptcy Courts will maintain
jurisdiction over foreign debtors as long as the Chapter 11
filings were made in good faith and with the intention to properly
reorganize the business.

After three days of trial, Judge Peck agreed with Bracewell that
the working capital reserve maintained by Marco Polo's New York-
based pool manager and the unused fee retainer held by Bracewell
comprised sufficient "property" in the U.S. to sustain Chapter 11
jurisdiction.  Judge Peck also found that Marco Polo had acted in
complete good faith in seeking Chapter 11 relief.  Judge Peck
further agreed with Bracewell that, in fact, Chapter 11 was likely
the only forum in which shipping companies like Marco Polo could
have a reasonable opportunity to reorganize their businesses
rather than liquidate.

"This victory puts to rest any concerns as to Marco Polo's
eligibility for and good faith in seeking Chapter 11 relief,"
said Evan Flaschen, counsel to Marco Polo and partner and chair of
the Financial Restructuring Group at the firm.  "Now it is our
responsibility to take advantage of the opportunities that Chapter
11 offers and we look forward to working with our banks and other
constituencies to develop a reorganization plan that will enable
the company to emerge as a revitalized competitor in the
international shipping market," he added.

"The decision also has significant positive implications for other
troubled international shipping companies which need a forum in
which to reorganize their businesses.  In the current difficult
market environment, sometimes all that a maritime shipping company
needs is a chance to catch its breath while its creditors are held
at bay, and that is precisely what Chapter 11 provides,"
Ms. Flaschen noted.

Bracewell attorneys involved in the matter include:

Partners: Evan Flaschen, Robert Burns, Andrew Schoulder and
Michael Hefter

Associates: Mark Dendinger, Seth Cohen, Adam Shane and Brendan
Derr

A Bracewell team led by Evan Flaschen, Trey Wood, Greg Nye and
Jason Cohen is also representing the global shipping businesses
operated by Omega Navigation Enterprises and its affiliates in
their Chapter 11 cases currently pending in the Houston Bankruptcy
Court, where similar motions filed by Omega Navigation's banks are
scheduled for trial beginning on November 28.

                  About Bracewell & Giuliani LLP

Bracewell & Giuliani LLP -- http://www.bgllp.com/-- is an
international law firm with more than 470 lawyers in Texas, New
York, Washington, D.C., Connecticut, Seattle, Dubai, and London.
The firm serves Fortune 500 companies, major financial
institutions, leading private investment funds, governmental
entities and individuals concentrated in the energy, technology
and financial services sectors worldwide.

                        About Marco Polo

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing commercial
and technical vessel management services to third parties.
Founded in 2005, the Company mainly operates under the name of
Seaarland Shipping Management and maintains corporate Headquarters
in Amsterdam, the Netherlands.  The primary assets consist of six
tankers that are regularly employed in international trade, and
call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate
& Investment Bank seized one ship on July 21, 2011, and was on
the cusp of seizing two more on July 29.  The arrest of the
vessel was authorized by the U.K. Admiralty Court.  Credit
Agricole also attached a bank account with almost $1.8 million
on July 29.  The Chapter 11 filing precluded the seizure of the
two other vessels.

Evan D. Flaschen, Esq., Robert G. Burns, Esq., and Andrew J.
Schoulder, Esq., at Bracewell & Giuliani LLP, serve as bankruptcy
counsel.  The cases are before Judge James M. Peck.

The petition said assets and debt are both more than
$100 million and less than $500 million.


PACIFIC AVENUE: Lincoln Harris Sued Over EpiCentre Lease
--------------------------------------------------------
Susan Stabley, staff writer at Charlotte Business Journal, citing
court documents, reports that Charlotte (N.C.) property-management
company Lincoln Harris helped make an EpiCentre leasing contract
"disappear" at the behest of developer Afshin Ghazi, according to
documents filed Oct. 23, 2011, in the Chapter 11 bankruptcy case
of the companies that own and operate the uptown entertainment-
retail-office complex.

Ms. Stabley notes Blue Air 2010 -- the limited liability company
that bought the EpiCentre's $93.97 million construction debt --
filed a motion and complaint on Oct. 23, 2011, in federal
bankruptcy court claiming the development's owners "knowingly and
fraudulently concealed and transferred" assets.  That includes
alleged shenanigans over the leasing agreement at the uptown
complex's biggest tenant -- the EpiCentre Theater and its Mez
Restaurant, she adds.

The report relates that Mr. Ghazi is also an owner of the theater,
which began operations in December 2008 but did not begin paying
rent until April 2011.  Until September 2011, Lincoln Harris
maintained files on the leases.

Ms. Stabley, citing the complaint, says an executed copy of the
movie theater's 2005 lease outlined a minimum rent of $17.50 per
square foot, or $53,730.83 per month, plus common-area expenses of
$5 per square foot, or $15,521.67 per month.

According to the report, Blue Air said an "alleged first
amendment" to the lease from October 2009 slashed the rent to $1
per square foot for common-area expenses and adjusted the rent
commencement date to June 1, 2010.  Blue Air said the amendment
wiped out more than $719,000 owed in back rent.

Ms. Stabley relates that Blue Air's complaint states that
Mr. Ghazi and B. Scott Cook then met with Lincoln Harris
representatives in either May or June 2010.  Mr. Cook is a former
Regions Bank official who works on a contract basis as a financial
director for The Ghazi Co.  He also is chief financial officer for
Pacific Avenue, a limited liability company that developed and
owns the EpiCentre.

According to the report, Mr. Cook gave Lincoln Harris a new lease
with a Sept. 15, 2007, date just a few weeks before the July 22,
2010, Chapter 11 bankruptcy filings for Pacific Avenue I and II.

Ms. Stabley adds Lincoln Harris was not one of the five companies
named in Blue Air's complaint.  Those were 210 Trade Investments,
Epicentre Theater Partners, EpiCentre Preferred Parking, Sunset
Management Group and The Ghazi Co.

                       About Pacific Avenue

Pacific Avenue, LLC, is a North Carolina limited liability company
whose principal place of business is located in Charlotte, North
Carolina.  Together with Pacific Avenue II, LLC, the Company owns
and operates the EpiCentre, a mixed-use commercial development
consisting of approximately 302,000 rentable square feet of office
and retail/entertainment space, plus an underground parking deck,
located at 210 E. Trade St. in the city block surrounded by the
light rail line, Fourth Street, College Street, and Trade Street
in uptown Charlotte, North Carolina.  The companies were led by
Afshin Ghazi.

Pacific Avenue LLC filed for Chapter 11 bankruptcy protection
(Bankr. W.D. N.C. Case No. 10-32093) on July 22, 2010.  Joseph W.
Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the
Company in its restructuring effort.  The Company estimated up to
$50,000 in assets and $50 million to $100 million in debts in its
bankruptcy petition.

The Company's affiliate, Pacific Avenue II, filed a separate
Chapter 11 petition.

Linda W. Simpson, the U.S. Bankruptcy Administrator for the
Western District of North Carolina, appointed six members to the
official committee of unsecured creditors in the Chapter 11 case
of Pacific Avenue, LLC.


PEGASUS RURAL: Xanadoo Avoids Trustee or Dismissal for Now
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that subsidiaries of Xanadoo Co. won't have their Chapter
11 cases dismissed or a trustee appointed, at least not now.  At a
hearing Oct. 25, the bankruptcy judge in Delaware was to decide if
the 4G wireless Internet providers can have an extension of the
exclusive right to propose a reorganization plan until Feb. 7.

Mr. Rochelle recounts that soon after the Chapter 11 filing in
June, the agent for secured noteholders sought the appointment of
a trustee or dismissal of the case.  Last week, the bankruptcy
judge denied the motion, while giving the lenders an ability to
return to court if circumstances change.  The lenders are opposing
an extension of so-called exclusivity.

The report relates that as part of an agreement for the use of
cash, the companies must report to the lenders by Dec. 2 about
indications of interest in buying the business. Court papers said
that initial proposals aren't expected before mid-November.

                  About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May of almost $60
million in secured notes owing to Beach Point Capital Management
LP.

After filing for bankruptcy, the Debtors faced an effort by the
agent for secured noteholders to appoint a trustee or dismiss the
case.   The agent contended that on the eve of bankruptcy, Xanadoo
created a new intermediate holding company to hinder and delay
creditors by taking over ownership of the operating companies.

The Debtors called the trustee motion a distraction that hindered
them from moving the case more quickly.


PENINSULA HOSPITAL: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Peninsula Hospital Center, et al., filed with the Bankruptcy Court
for the Eastern District of New York its schedules of assets and
liabilities, disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property                $2,973,273
B. Personal Property           $19,873,721
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $13,966,272
E. Creditors Holding
    Unsecured Priority
    Claims                                          $756,538
F. Creditors Holding
    Unsecured Non-priority
    Claims                                       $19,754,075
                                -----------      -----------
       TOTAL                    $22,846,994      $34,476,885

A copy of the Schedules is available for free at:

        http://bankrupt.com/misc/peninsulahospital.SAL.pdf

                     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.  Deborah J. Piazza, Esq., at Abrams,
Fensterman, Fensterman, Eisman, Greenberg, Formato & Einiger, LLP,
in New York, N.Y., represent the Debtors as counsel.  Judge Stong
appointed Daniel T. McMurray at Focus Management Group as patient
care ombudsman.

The Debtors have tapped Garden City Group, Inc. as claims and
noticing agent.

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.
The Official Committee of Unsecured Creditors of Peninsula
Hospital Center has tapped Arent Fox LLP as its attorneys.


PHIBRO ANIMAL: Moody's Lowers CFR to 'B3'; Outlook Stable
---------------------------------------------------------
Moody's Investors Service lowered the corporate family and
probability of default ratings of Phibro Animal Health Corporation
("Phibro") to B3 from B2 and the rating on the company's $300
million 9.25% unsecured notes, due 2018, to Caa1 from B3. The
ratings outlook is stable.

These rating actions were taken:

Corporate family rating, lowered to B3 from B2;

Probability of default rating, lowered to B3 from B2;

$300 million 9.25% senior unsecured notes, due 2018, lowered to
Caa1 (LGD4, 59%) from B3 (LGD4, 58%).

RATINGS RATIONALE

The downgrade of the corporate family rating to B3 was based on
margin deterioration, several successive periods of negative free
cash flow after dividends and increased debt leverage. The
negative rating action also considered the company's aggressive
financial policy.

The company's EBITDA margin has declined partly as a result of a
strengthening in the Brazilian Real which has raised input costs.
Moody's notes that the company does not hedge its foreign exchange
risk and remains exposed to volatile currency swings, given that a
meaningful portion of its earnings and cash flow are generated
outside of the U.S. The erosion in EBITDA margin has weakened the
company's liquidity position, as evidenced by a narrow headroom
under financial maintenance covenants and limited generation of
cash flow from operations. Because of higher debt levels incurred
to fund acquisitions and lower EBITDA, Phibro's debt leverage
(Debt/EBITDA) has increased to above 6 times -- high for B2
ratings category -- and Moody's does not anticipate substantial
improvement in this metric during 2012.

The stable outlook incorporates Moody's expectation for modest
end-market growth that translates into slightly improving
revenues. Moody's also expects the company's liquidity profile to
remain adequate.

The outlook could be changed to negative or ratings downgraded if
Phibro's margins were continue to deteriorate. The ratings could
also be downgraded if debt leverage exceeds 7.5 times, liquidity
weakens, and the company continues to generate negative cash flow
on a sustained basis. Additionally, a material debt-financed
acquisition or additional shareholder friendly activities could
result in a ratings downgrade or in an outlook change to negative.

The company's ratings are constrained due to its relatively small
size and highly leveraged capital structure. However, if Phibro's
credit metrics were to improve materially, driven by either top-
line revenue growth and/or cost reductions resulting in adjusted
debt to EBITDA to below 6 times, free cash flow-to-debt to above
5% and (EBITDA-CAPEX) to interest expense to above 1.5 times on a
sustained basis, the ratings could be upgraded or outlook changed
to positive.

Phibro Animal Health Corporation is a diversified manufacturer and
marketer of animal health and nutritional products, and
performance products. BFI Co. LLC owns a majority of Phibro's
common shares. Revenues for the fiscal year 2011 ended June 30,
2011 were approximately $619 million.

Phibro Animal Health Corporation's ratings were assigned by
evaluating factors that Moody's considers relevant to the credit
profile of the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside
Phibro Animal Health Corporation's core industry and believes
Phibro Animal Health Corporation's ratings are comparable to those
of other issuers with similar credit risk. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.


QIMONDA RICHMOND: Liquidation Plan Declared Effective
-----------------------------------------------------
The First Amended Joint Plan of Liquidation of Qimonda Richmond
LLC and Qimonda North America Corp. was declared effective on Oct.
7, 2011.

Judge Mary F. Walrath of the U.S. Bankruptcy Code for the District
of Delaware confirmed the First Amended Plan on
Sept. 19, 2011, stating that the Plan complies with the
requirements of Section 1129 of the Bankruptcy Code.

The First Amended Plan was filed with the Court on Sept. 14, 2011,
with the Official Committee of Unsecured Creditors as plan
proponent.  The Plan provides for the liquidation of the Debtors'
estates and the distribution of Cash to holders of Allowed Claims.
The ability of the Debtors to make the distributions described in
the Plan is based solely on the amount of Cash held, or to be held
by, the Qimonda Liquidating Trusts.

EPLG I, LLC, whose sole member will be Scott T. Ryan, will serve
as liquidating trustee.

Sumco USA Sales Corporation, Tokyo Electron Limited, Siltronic
Corporation, and Klehr Harrison Harvey Branzburg LLP, in its
capacity as class action counsel, serve as members of the
Liquidating Trust Committee.

A full-text copy of the First Amended Plan is available for free
at http://bankrupt.com/misc/QIMONDA_1stAmdPlanSept14.PDF

A full-text copy of the Confirmation Order is available for free
at http://bankrupt.com/misc/QIMONDA_ConfOrdSept19.PDF

                     Other Claims Bar Dates

In accordance with the Notice of Plan Effective Date, all requests
of payment of Administrative Expense Claims must be filed with the
Qimonda Liquidating Trusts, c/o American Legal Claim Services,
LLC, 8475 Western Way, Quite 150, Jacksonville, FL 32256 and
served on the Liquidating Trustee so as to be received by Dec. 6,
2011.

Professionals or other entities asserting a professional fee claim
for services rendered solely with respect to a Debtor before the
Effective Date have until Dec. 6, 2011, to file such an
application to the Liquidating Trustee.

Any claim for rejection of executory contracts and unexpired
leases, or the expiration or termination of any executory contract
or unexpired lease prior to the Effective Date must be filed with
the Qimonda Liquidating Trusts so as to be received by Nov. 6,
2011.

                        About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in
Richmond, Va.

Qimonda AG commenced insolvency proceedings in a local court in
Munich, Germany, on Jan. 23, 2009.  On June 15, 2009, QAG filed
a petition (Bankr. E.D. Va. Case No. 09-14766) for relief under
Chapter 15 of the U.S. Bankruptcy Code.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR sought Chapter 11 protection (Bankr.
D. Del. Case No. 09-10589) on Feb. 20, 2009.  Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Lee E. Kaufman, Esq., at
Richards Layton & Finger PA, in Wilmington Delaware; and Mark
Thompson, Esq., Morris J. Massel, Esq., and Terry Sanders, Esq.,
at Simpson Thacher & Bartlett LLP, in New York City, represent the
Debtors as counsel.  Roberta A. DeAngelis, the United States
Trustee for Region 3, appointed seven creditors to serve on an
official committee of unsecured creditors.  Jones Day and Ashby &
Geddes represent the Committee.  In its bankruptcy petition,
Qimonda Richmond, LLC, estimated more than US$1 billion in assets
and debts.  The information, the Debtors said, was based on
Qimonda Richmond's financial records which are maintained on a
consolidated basis with Qimonda North America Corp.


ROTHSTEIN ROSENFELDT: Miami Heat, Panthers Sued for Preferences
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owners of the New York Mets aren't the only
owners of professional sports teams being sued by the trustee for
a Ponzi scheme.  This month the owners of the Miami Heat
professional basketball team and the Florida Panthers hockey club
were sued by the trustee liquidating the law firm once run by
Scott Rothstein, a confessed Ponzi scheme operator.

Mr. Rochelle notes that where the Mets owners were originally sued
for $1 billion coupled with allegations they had reason to believe
Bernard L. Madoff Investment Securities Inc. was Ponzi scheme, the
suits against the Heat and Panthers owners are more benign.  The
Rothstein trustee is suing for recovery of a $156,000 preference
from the Heat owner and $31,250 from a preference paid to the
Panthers' owner.  The suits don't even require an allegation that
the owners knew Mr. Rothstein was running a Ponzi scheme.  A
preference is a payment within 90 days of bankruptcy that was made
on account of a stale debt.

According to the report, the Rothstein trustee has bigger fish to
fry.  In July he filed a $1.2 billion lawsuit against TD Bank NA,
alleging the bank allowed Mr. Rothstein to use its name and
facilities to deceive investors.  Mr. Rothstein was a co-founder
of the law firm Rothstein Rosenfeldt Adler PA.

                    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.


RQB RESORT: Judge Confirms Plan; Goldman Controls Hotel
-------------------------------------------------------
Mark Basch, staff writer at Daily Record in Jacksonville, Fla.,
reports that U.S. Bankruptcy Judge Paul Glenn confirmed on
Oct. 18, 2011, a Chapter 11 reorganization plan for the Sawgrass
Marriott Golf Resort & Spa, clearing the way for the Ponte Vedra
Beach resort to be turned over to its major lender, Goldman Sachs
Mortgage Co.

According to the report, the two Irish investment partnerships
that own the 26-acre property, RQB Resort LP and RQB Development
LP, filed the reorganization plan in August 2011 that called for
Goldman Sachs to take over.  RQB had been hoping to find new
investors to help it repay the mortgage and keep the property but
said in court filings that the price tag was too high to attract
new capital.

The report notes that the reorganization plan does say that
Goldman Sachs agreed to continue the hotel's affiliation with
Marriott.  Goldman Sachs is expected to formally take control of
the Sawgrass Marriott by the end of November 2011.

                         About RQB Resort

RQB Resort LP and RQB Development LP own Florida's Sawgrass
Marriott Resort, the site of the U.S. PGA Tour's Tournament
Players Championship.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 10-01596) on March 1, 2010.
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.  The Company estimated its assets and debts at
$100 million to $500 million in its Chapter 11 petition.


SANITARY AND IMPROVEMENT: Gets Majority of Votes Supporting Plan
----------------------------------------------------------------
Sanitary and Improvement District No. 258 of Sarpy County,
Nebraska, is now a step closer to emerging from bankruptcy after
it received enough number of votes to confirm its proposed plan of
adjustment under Chapter 9 of the Bankruptcy Code.

A report filed by its lawyer with the U.S. Bankruptcy Court for
the District of Nebraska showed that 73 out of 94 voting creditors
or 77.66% voted in favor of the proposed plan.  Below is a summary
of the voting results:

   Total Amount:  $6,503,431     Total No. of Creditors:  94
   Accepts:       $4,938,888                              73
   Rejects:               $0                               0
   Unreturned:    $1,564,543                              21
   Approval Percentage by Number:  77.66%
   Approval Percentage by Dollar Amount:  75.94%

Sanitary and Improvement District No. 258 of Sarpy County,
Nebraska, filed Chapter 11 petition (Bankr. D. Neb. Case No. 11-
82460) on Sept. 29, 2011.  Martin P. Pelster, Esq., at Croker,
Huck, Kasher, DeWitt, Anderson serves as counsel to the Debtors.
Sanitary and Improvement estimated assets and debts of $1,000,001
to $10,000,000 in its Chapter 11 petition.  The petition was
signed by Paul S. McCune, chairman of the board of trustees.


SEQUA CORPORATION: Moody's Affirms 'B3' CFR; Outlook Positive
-------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family and
Probability of Default Ratings (CFR and PDR) of Sequa Corporation
("Sequa") at B3, the senior secured bank credit facility at B1 and
the senior unsecured notes at Caa2, upon Sequa's announcement of
its acquisition of a leading independent coil coating business.
Sequa will utilize $200 million from its existing bank term loan
facility (increased through an accordion-type feature) plus cash
on hand.

The rating outlook remains positive.

RATINGS RATIONALE

Moody's anticipates only a modest initial weakening to Sequa's key
credit metrics pro forma for the transaction. The transaction is
likely to be accretive to Sequa's earnings profile over time as
the respective business profiles are highly complementary and are
expected to yield significant synergies.

Moody's expects the combined enterprise to provide scale
sufficient to better compete in a highly competitive fragmented
coil-coating market. Sequa will gain additional process
capabilities as well as a diverse end-user and customer base,
which the company can leverage to increase returns to invested
capital.

Sequa's B3 rating is supported by key credit metrics consistent
with the ratings category with still high leverage and weak
interest coverage given the high absolute debt level (in excess of
annual revenue) and coupon rate on the unsecured notes. Favorably,
while the absolute level of debt outstanding has largely been
unchanged since 2009 (and will increase with the discussed
transaction), revenue and profitability has increased in all three
of its operating segments and competencies?aerospace (Chromalloy
Gas Turbine- protective coatings and repair/overhaul services for
aerospace engines and industrial turbines), automotive (ARC
Automotive--airbag inflators and Casco Products--cigarette
lighters, power outlets) and metal coating (Precoat Metals--for
steel and aluminum coils)?benefiting from general economic
improvement, the increase in airline traffic and aircraft
utilization hours, successful execution on the military KC-10
tanker program, the rebound in global automotive production, and
the extensive restructuring initiatives over the last several
years. These restructurings position Sequa to generate
significantly improved earnings and cash flow during the cyclical
upturn. For the LTM through June 2011, operating margins on an
adjusted basis improved by nearly 400 basis points from 2009 and
are now in the low double-digit range.

The rating particularly recognizes Sequa's strong market position
in all niche segments, but most significantly in its largest
operating unit's operations, Chromalloy. Chromalloy is a long
established major player in commercial aviation engine
maintenance, repair and overhaul (and an alternative supplier to
OEMs) and is building an increasing presence in military
applications. In addition, the ratings recognize the company's
adequate liquidity profile supported by balance sheet cash and
access to a largely undrawn $143 million revolving credit facility
and a $60 million receivables purchase facility. And further
supporting liquidity, the company has no near-term debt maturities
and ample covenant cushion under its borrowing facilities.

The rating outlook remains positive due to Moody's expectation for
on-going improvement in financial performance as benefits of the
restructuring activities and market expansion initiatives are more
fully realized and end-market demand for its products continues to
show cyclical rebound. A rating upgrade is possible in the 6 to 18
month timeframe if Debt/EBITDA is reduced to the 5x range,
EBIT/interest is in the 1.5x range, and expected free cash flow is
positive in the low to mid-single digit percent of debt. A rating
upgrade would also require expectation that the restructuring
activity is essentially completed. Ratings could be lowered if the
company's leverage again increases to the 7x or higher range and
if the company's liquidity position weakens from its current
adequate position.

These actions were taken:

Ratings affirmed:

Corporate Family and Probability of Default Ratings at B3

$143 million (previously $150 million) senior secured revolver due
December 2013 at B1 (LGD2, 29%--changed from 27%)

$1,153.7 million (previously $953.7 million) senior secured term
loan due December 2014 at B1 (LGD2, 29%--changed from 27%)

$500 million 11.75% senior unsecured notes due December 2015 at
Caa2 (LGD5, 82%--changed from 81%)

$258 million 13.50% senior unsecured notes due December 2015 at
Caa2 (LGD5, 82%--changed from 81%)

The rating outlook remained Positive.

The principal methodology used in rating Sequa Corporation was the
Global Aerospace and Defense Industry Methodology published in
June 2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Sequa Corporation, headquartered in Tampa, FL, is a diversified
industrial company operating in three business segments: aerospace
through Chromalloy Gas Turbine, automotive through ARC Automotive
and Casco Products, and metal coating through Precoat Metals.
Bought via LBO by affiliates of Carlyle Partners V, L.P. in
December 2007.


SOUTHERN PRODUCTS: Posts $300,200 Net Loss in Aug. 31 Quarter
-------------------------------------------------------------
Southern Products, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $300,258 on $2.0 million of revenues for
the three months ended Aug. 31, 2011, compared with a net loss of
$2,188 on $nil revenue for the three months ended Aug. 31, 2010.

For the six months ended Aug. 31, 2011, the Company had a net loss
of $357,094 on $2.5 million of revenues, compared with a net loss
of $5,938 on $nil revenue for the six months ended Aug. 31, 2010.

The Company's balance sheet at Aug. 31, 2011, showed $2.3 million
in total assets, $2.7 million in total liabilities, and a
stockholders' deficit of $386,560.

Southern has limited working capital and has an accumulated
deficit of $408,560 as of Aug. 31, 2011.

"Even though Southern has recently begun operations and rethe
marketplace the future of this source of revenue cannot be
predicted or determined at this time.  Without realization of
additional capital, it would be unlikely for Southern to continue
as a going concern."

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

                       http://is.gd/niornG

City of Industry, Calif.-based Southern Products, Inc., has been,
since April 2011, in the business of designing, assembling and
marketing consumer electronics product, primarily flat screen
high-definition televisions using LCD and LED technologies.
Through Aug. 31, 2011, the Company has four LCD widescreen
televisions on the market.


STATION CASINOS: Moody's Assigns 'B3' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
Station Casinos, LLC (Station). Moody's assigned a B3 rating to
Station's first lien credit facilities and a B3 rating to
subsidiary NP Opco LLC's credit facilities. The rating outlook is
stable. Station Casinos, LLC was formed for the purpose of
acquiring the assets of Station Casinos, Inc. and its subsidiaries
pursuant to the Bankruptcy Court order on 8/27/2010 confirming the
plan of reorganization. Station also acquired the assets of Green
Valley Ranch Resort Spa & Casino. The company emerged from
bankruptcy on June 17, 2011.

RATING RATIONALE

The B3 rating reflects Moody's expectation of modest earnings
improvement facilitating debt reduction from free cash flow.
Additionally, the rating reflects Station's high leverage tempered
by low cost debt, no debt maturities until 2016, good interest
coverage, a mandatory excess cash flow sweep, and the absence of
development risk. These factors differentiate the company from its
rated peers that face significant debt maturities, higher debt
costs, thin interest coverage, or are pursuing development
projects. The rating also reflects slow recovery prospects for
gaming demand in the Las Vegas locals market and Station's
earnings concentration in this market. Moody's ratings are based
upon a consolidated assessment of Station Casinos LLC, excluding
the operations of Green Valley Ranch Resort Spa & Casino (GVR),
and so all calculations quoted herein, exclude the operations of
GVR.

Las Vegas still struggles with one of the country's highest levels
of unemployment and one of the steepest drops in housing prices.
Moody's believes this economic climate will cause the Las Vegas
locals market recovery to lag other U.S. gaming markets.
Nevertheless, Moody's expects gaming demand in the Las Vegas
Locals market will rise over the next year and as it does EBITDA
is expected to increase modestly. Thus, by year-end 2012
debt/EBITDA and debt/EBITDAM is expected to decline to slightly
over 9.0 times and 8.0 times, respectively. Moody's estimates
Station's debt to trailing twelve months EBITDA was around 9.6
times (debt/EBITDAM around 8.5 times), including the $105 million
land loan and $53 million of other corporate debt. Additionally,
Station's liquidity is good and each borrowing group is expected
to generate more than sufficient cash flow to cover all of its
interest and capital spending needs.

Station's capital structure is comprised of four separate
unrestricted subsidiary borrowing entities. Moody's ratings are
based upon a consolidated assessment of Station Casinos LLC,
excluding separately rated GVR, because the company is managed by
one board of directors and one management team and will file
consolidated financial statements with the SEC. Please refer to
Moody's Credit Opinion for more structural details. As part of
Moody's rating process, Moody's will also review the credit and
liquidity of each borrowing entity within the corporate structure.

The stable rating outlook reflects Moody's view that Station's
EBITDA will begin to increase moderately due to the flow through
of higher revenue to earnings, and that the company will apply
free cash flow to permanently repay debt. The stable outlook also
incorporates Moody's view that Station will maintain its good
liquidity profile.

Ratings could be lowered if monthly gaming revenues in the Las
Vegas locals market begin to trend down or if Station's earnings
fail to increase. Additionally, ratings could be pressured, if
local economic conditions show signs of renewed stress, or if the
company's good liquidity declines.

Moody's does not anticipant upward rating momentum given Moody's
view of a slow recovery in gaming demand. However, ratings could
be considered for an upgrade if Station reduces debt/EBITDA to 6.0
times while achieving a good liquidity profile.

Ratings Assigned:

Corporate Family Rating at B3

Probability of Default Rating at B3

Station Casinos LLC:

$125 million senior secured revolver due 2016 at B3, LGD 3, 48%

$200 million senior secured term loan B-1 due 2016 at B3, LGD 3,
48%

$750 million senior secured term loan B-2 due 2016 at B3, LGD 3,
48%

$625 million senior secured term loan B-3 due 2018 at B3, LGD 3,
48%

NP Opco, LLC ("Opco"):

$25 million senior secured revolver due 2016 at B3, LGD 3, 48%

$410.7 million senior secured term loan due 2016 at B3, LGD 3, 48%

The principal methodology used in rating Station Casinos, LLC was
the Global Gaming 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.

Station Casinos, LLC (Station) wholly owns and operates 14 gaming
and entertainment facilities all located in Las Vegas, Nevada. The
company also holds 50% joint venture interests in three casinos
and manages Gun Lake Casino in Michigan on behalf of the Match-E-
Be-Nash-She-Wish Band of Pottawatomi Indians pursuant to a seven
year contract that expires in 2018.


SUMMER VIEW: Files Schedules of Assets and Liabilities
------------------------------------------------------
Summer View Sherman Oaks Apartments, LLC filed with the U.S.
Bankruptcy Court for the Central District of California its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $21,000,000
  B. Personal Property            $2,228,304
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $16,105,313
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $254,119
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $175,946
                                 -----------      -----------
        TOTAL                    $23,228,304      $16,535,378

                About Summer View Sherman Oaks LLC

The West Hollywood, California-based Summer View Sherman Oaks LLC,
aka Summer View Sherman Oaks Apartments LLC, a single-asset real
estate company, is the owner of a 169-unit apartment building
locate at 15353 Weddington Street, in Sherman Oaks, California.
The Company filed for bankruptcy under Chapter 11 (Bankr. C.D.
Calif. Case No. 11-19800) on Aug. 15, 2011.  Judge Alan M. Ahart
presides over the case.  Terry D. Shaylin, Esq., at Karasik Law
Group, LLP, serves as the Debtor's bankruptcy counsel.  The
petition was signed by Sonia Sobol, member.


TALON THERAPEUTICS: Samir Gharib Appointed Interim Controller
-------------------------------------------------------------
The Board of Directors of Talon Therapeutics, Inc., appointed
Samir M. Gharib, CPA, as the Company's interim controller.  Mr.
Gharib, age 29, has been employed by CRC Results, Inc., a
consulting firm specializing in accounting, compliance, and risk
advisory services, since January 2008.  Prior to joining CRC, from
2005 to 2007, Mr. Gharib was a member of KPMG's Audit and Risk
Advisory Services and Forensic Advisory Services groups.  There
are no family relationships between Mr. Gharib and any other
officer or director of the Company.

Mr. Gharib's services to the Company are provided pursuant to an
engagement agreement between the Company and CRC dated Aug. 25,
2011.  Pursuant to the Agreement, the Company engaged CRC to
perform controller and financial reporting services and CRC
designated Mr. Gharib as its representative to perform those
services.  The Agreement provides that the Company will pay CRC at
an hourly rate ranging from $110 to $175 per hour, depending on
the specific services provided by Mr. Gharib or other
representatives of CRC.

                      About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company's balance sheet at June 30, 2011, showed
$11.58 million in total assets, $38.08 million in total
liabilities, $30.64 million in redeemable convertible preferred
stock, and a $57.14 million total stockholders' deficit.

The Company reported a net loss of $25.98 million for the year
ended Dec. 31, 2010, compared with a net loss of $24.14 million
during the prior year.  The Company does not generate any
recurring revenue and will require substantial additional capital
before it will generate cash flow from its operating activities,
if ever.  The Company does not currently have sufficient capital
to fund its entire development plan beyond 2011.

As reported by the TCR on April 1, 2011, BDO USA, LLP, in San
Francisco, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern.  BDO noted that the
Company suffered recurring losses from operations and has a net
capital deficiency.


THURMON BELL: BB&T Lawsuits Stayed Following Bankruptcy
-------------------------------------------------------
The lawsuit, Branch Banking and Trust Company, v. R & T Rentals,
LLC, et al., Civil Action No. 10-0518 (S.D. Ala.), is stayed as to
defendant C. Thurmon Bell in view of his Chapter 11 bankruptcy
filing, according to District Judge Kristi K. Dubose's Oct. 17,
2011 Order, available at http://is.gd/pPiBrafrom Leagle.com.  Mr.
Bell did not participate in mediation in the lawsuit.

The lawsuit, Wells Fargo Bank, N.A. v. Friday Construction
Company, Inc. and C. Thurmon Bell, Civil Action No. 11-0231 (S.D.
Ala.), is also stayed as to Mr. Bell.

The District Court directs Mr. Bell to file a status report by
Jan. 3, 2012, to advise the Court as to the status of the
bankruptcy and the status of the litigation.

Defendants, F. Rutherford Smith and R & T Rentals, LLC, have been
dismissed with prejudice. Therefore, since Mr. Bell is the only
remaining defendant, the Clerk of the Court is directed to close
Branch Banking and Trust Company, v. R & T Rentals for statistical
purposes.

Mr. Bell filed for Chapter 11 bankruptcy (Bankr. S.D. Ala. Case
No. 11-03673) to restructure primarily business debts.


TOWN CENTER: U.S. Trustee Appoints 3-Member Creditors' Panel
------------------------------------------------------------
Donald F. Walton, the United States Trustee for Region 21,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Town Center at Doral LLC.

The Creditors Committee members are:

      1. Eric E. Pfeffer
         Chairperson
         Carla Pfeffer Revocable Trust
         19333Collins Avenue #2504
         Sunny Isles Beach, FL 33160
         Tel: (305) 467-6639
         Fax: N/A
         E-mail: ericpfeffer@gmail.com

      2. Harvey D. Friedman
         HD Investments
         3636 West Flagler Street
         Miami, FL 33135
         Tel: (305) 448-8585
         Fax: (305) 448-9818
         E-mail: injurylawyers@bellsouth.net

      3. Rachel Bensimon
         7913 Tennyson Court
         Boca Raton, FL 33433
         Tel: (561) 750-3654
         Fax: (561) 750-5202
         E-mail: N/A

                        About Town Center

Town Center at Doral LLC, Landmark at Doral East LLC, Landmark at
Doral South LLC, Landmark Club at Doral LLC and Landmark at Doral
Developers LLC, companies associated with the aborted Landmark at
Doral development, filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19, 2011, almost
three years after AmTrust Bank sought to foreclose on the project.
Town Center at Doral LLC posted assets of $29,297,300 and
liabilities of $166,133,171.  Isaac Kodsi signed the petitions as
vice president.

Mindy A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP
in Miami, serves as counsel to the Debtors.

Cleveland, Ohio-based AmTrust filed for foreclosure in October
2008 based on the $124.4 million in mortgages that were granted
the developer in 2005.  Several projects started by EB Developers
fell into foreclosure after owner and CEO Elie Berdugo died in
February 2008.


TRIBUNE CO: Plan Decision Near After Settlements
------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware said he is "within days" of issuing a
decision confirming a reorganization plan for Tribune Company and
its debtor affiliates, Peg Brickley of The Wall Street Journal
reported.

"I am literally within days" of issuing a decision in Tribune's
hotly contested case, the bankruptcy judge was quoted as saying
at the hearing held on October 19, 2011 in Delaware, the Journal
reported.

The bankruptcy judge convened the hearing to consider settlements
resolving claims filed by U.S. Department of Labor and the
Internal Revenue Service in connection with the Tribune Employee
Stock Ownership Plan.  Judge Carey approved the settlement
resolving a class action alleging violations under the Employee
Retirement Income Security Act for $32 million, and the related
settlement granting the IRS a $7 million claim to resolve its
more than $37.5 million claims.

Lawyers for the rival groups told Judge Carey at the hearing that
the settlements will require minor amendments to the Chapter 11
Plans, Michael O'Neal of Chicago Tribune said in a separate
report.

It was Tribune's counsel Bryan Krakauer, Esq., at Sidley Austin
LLP, in Chicago, Illinois' explanation of the impact of the
settlements on the Chapter 11 Plan proposed by Tribune that
prompted Judge Carey to comment about the imminence of a
confirmation decision, the Journal wrote.

The bankruptcy judge urged the rival groups to submit those
modifications quickly so as not to delay his opinion any further,
Chicago Tribune related.

With Judge Carey's pronouncement, lawyers involved said they
expect to spend their weekend plowing through a ruling that could
run hundreds of pages, a separate report by Reuters related.

Judge Carey's approval of the two settlements paves the way for a
related settlement of a class action brought by the employees of
Los Angeles Times, Chicago Tribune stated.  The settlement, which
was awaiting resolution of the IRS issue, will be heard before
Judge Rebecca Pallmeyer of the U.S. District Court for the
Northern District of Illinois on October 24, 2011, Chicago
Tribune added.

                         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.

Two competing Chapter 11 plans are being pursued in the Chapter 11
cases of Tribune.  One plan is being co-proposed by the Debtors,
the Official Committee of Unsecured Creditors, Oaktree Capital
Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan Chase
Bank, N.A.  A second plan is being pursued by Aurelius Capital
Management LP, on behalf of its managed entities; Deutsche Bank
Trust Company Americas, in its capacity as successor indenture
trustee for certain series of senior notes; Law Debenture Trust
Company of New York, in its capacity as successor indenture
trustee for certain series of senior notes; and Wilmington Trust
Company, in its capacity as successor indenture for the PHONES
Notes.  Judge Kevin J. Carey has not issued a ruling on the plan.

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


TRIBUNE CO: Plan Proponents File Amendments After Deal
------------------------------------------------------
In light of the approval of the settlements in connection with
the Tribune Employee Stock Ownership Plan, Tribune Company and
the rival noteholders group submitted to Judge Carey on
October 19, and 20, 2011, amendments to their Chapter 11 Plans
concerning the treatment of certain claims of the U.S. Department
of Labor against the Debtors.

The Chapter 11 Plans to be amended are:

* the Second Amended Joint Plan of Reorganization proposed by
  the Debtors, the Official Committee of Unsecured Creditors,
  Oaktree Capital Management, L.P., Angelo Gordon & Co., L.P.
  and JPMorgan Chase Bank, N.A.; and

* the Third Amended Joint Plan of Reorganization filed by
  Aurelius Capital Management LP, on behalf of its managed
  entities; Deutsche Bank Trust Company Americas, in its
  capacity as successor indenture trustee for certain series
  of senior notes; Law Debenture Trust Company of New York, in
  its capacity as successor indenture trustee for certain
  series of senior notes; and Wilmington Trust Company, in its
  capacity as successor indenture for the PHONES Notes.

The provisions to be added to each Chapter 11 Plan are:

(A) Treatment of Disputed Department of Labor Claims.  Reference
   is made to a settlement agreement dated October 19, 2011
   among other persons, Tribune and the Secretary of the Labor
   Department.

(1) With respect to the DCL Plan, if the ERISA Claim Settlement
   Agreement is consummated, Tribune will have authority to
   provide the Labor Department, by written stipulation, with an
   allowed Class 1F Claim in an amount not greater than $3.2
   million, subject to reduction as set forth in the ERISA Claim
   Settlement Agreement.  As to the Noteholder Plan, Tribune
   will have authority to provide the Labor Department with an
   allowed Class 1G Claim in an amount not greater than $3.2
   million, subject to the ERISA Claim Settlement Agreement.

(2) If the ERISA Claim Settlement Agreement is not consummated
   due to a reason other than a breach of the ERISA Claim
   Settlement Agreement by the Labor Department, then:

   (a) all Proofs of Claim filed with the Court by the Labor
       Department will be treated as Disputed Claims, and the
       priority and amount of those claims will be determined by
       a final order of the Court;

   (b) all rights of the DOL to seek allowance of the Labor
       Department Claims without subordination under Section
       510(b) of the Bankruptcy Code, and all rights of the
       Debtors and all other persons to dispute, seek to
       disallow, or seek to subordinate the Labor Department
       Claims under Section 510(b) will be fully preserved; and

   (c) the confirmation or consummation of the Plan will not
       moot, and no provision in the Plan will moot, the
       allowance or disallowance or subordination of the Labor
       Department Claims, or any arguments with respect to the
       allowance, disallowance or priority of the Labor
       Department Claims, in any proceeding before any court or
       in any appeal.

(3) If the ERISA Claim Settlement Agreement is not consummated
   due to a breach of the ERISA Claim Settlement Agreement by
   the Labor Department, then these provisions will be of no
   force or effect.

                         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.

Two competing Chapter 11 plans are being pursued in the Chapter 11
cases of Tribune.  One plan is being co-proposed by the Debtors,
the Official Committee of Unsecured Creditors, Oaktree Capital
Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan Chase
Bank, N.A.  A second plan is being pursued by Aurelius Capital
Management LP, on behalf of its managed entities; Deutsche Bank
Trust Company Americas, in its capacity as successor indenture
trustee for certain series of senior notes; Law Debenture Trust
Company of New York, in its capacity as successor indenture
trustee for certain series of senior notes; and Wilmington Trust
Company, in its capacity as successor indenture for the PHONES
Notes.  Judge Kevin J. Carey has not issued a ruling on the plan.

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


TRIBUNE CO: Court OKs ERISA Class Action Settlement
---------------------------------------------------
Judge Kevin Carey authorized Tribune Co. and its affiliates to
enter into a settlement embodied in a memorandum of understanding
resolving a class action lawsuit under the Employee Retirement
Income Security Act in connection with the Tribune Employee Stock
Ownership Plan for $32 million.

The automatic stay is deemed modified to allow the Debtors'
insurers to make payments pursuant to the ERISA Claim Settlement
and in accordance with the 2007 Fiduciary Liability Policies.
The Insurers are authorized to pay their portions of the
settlement amount pursuant to the ERISA Claim Settlement.

The Debtors are authorized to make the amendment to the DCL Plan
pursuant to the ERISA Claim Settlement without further notice or
solicitation of the plan of reorganization, as amended.

The Debtors are further authorized to enter into a stipulation
with the U.S. Department of Labor regarding the satisfaction and
release of the DOL Claims filed against the Debtors without
further notice or order of the Bankruptcy Court.  Likewise, the
Debtors are authorized to enter into a stipulation with the DOL
allowing the DOL Settlement Claim as defined in the ERISA Claim
Settlement without further notice or order of the Court and the
Debtors or the Court-appointed claims and noticing agent are
authorized to modify the claims register maintained in these
Chapter 11 cases.

The obligations of the Debtors in the MOU will constitute binding
obligations of the Debtors, to the same extent as the obligations
of the other parties in the MOU are binding upon other parties,
and Tribune or its affiliates are authorized to fund up to $4.45
million of the settlement amount, without the entry into by the
Debtors of any further agreement, Judge Carey said.

Judge Carey clarified that nothing in this order will modify or
alter the rights and obligations provided for under the 2007
Fiduciary Liability Policies.  The order entered by the Court on
September 2, 2009 regarding the payment of defense costs and fees
under Tribune's fiduciary liability insurance policies will
remain in full force and effect.

                         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.

Two competing Chapter 11 plans are being pursued in the Chapter 11
cases of Tribune.  One plan is being co-proposed by the Debtors,
the Official Committee of Unsecured Creditors, Oaktree Capital
Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan Chase
Bank, N.A.  A second plan is being pursued by Aurelius Capital
Management LP, on behalf of its managed entities; Deutsche Bank
Trust Company Americas, in its capacity as successor indenture
trustee for certain series of senior notes; Law Debenture Trust
Company of New York, in its capacity as successor indenture
trustee for certain series of senior notes; and Wilmington Trust
Company, in its capacity as successor indenture for the PHONES
Notes.  Judge Kevin J. Carey has not issued a ruling on the plan.

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)


TUSCAN RANCH: AEA Gets Court Approval to Take Control of Assets
---------------------------------------------------------------
Joyce Lobeck at the Yuma Sun reports that U.S. Bankruptcy Court
Judge James M. Marlar ruled that AEA Federal Credit Union can
proceed with steps to take control of the assets in three entities
owned by realtor Todd Burch, who filed bankruptcy for the
corporations in the spring of 2010.

According to the report, the ruling allows AEA Federal to protect
the value of the assets while pursuing foreclosure.  Once AEA
Federal has clear title of the property, it can be sold.

Ms. Lobeck notes that Mr. Burch's business entities include Cactus
West Developers LLC, Todd Burch Limited and Nflux LLC.  The assets
include the Tuscan Ranch subdivision on County 16th Street between
Avenues 3E and 4E, the Reflections Town Homes at 3151 W. 28th
Drive, and some other property.

Judge Marlar said, "[AEA Federal] is free to proceed with any and
all of its rights and remedies under applicable non-bankruptcy law
and pertinent contracts with respect to the property described
above, including without limitation foreclosure of its deeds of
trust or other security instruments."

Ms. Lobeck adds the bankruptcy court action followed shortly after
Mr. Burch's filing in September 2011 of a $34 million lawsuit
against AEA for alleged fraudulent misrepresentation, breach of
contract and defamation.  In his lawsuit, Mr. Burch asserted that
AEA Federal unfairly sued him for collection of his capitalized
loan -- reportedly worth $17 million -- and cut off his line of
credit, driving him into bankruptcy.

Ms. Lobeck notes Michael King, Esq. -- mking@gblaw.com -- of
Gammage and Burnham represents AEA Federal in the court
proceedings.

                     About Tuscan Ranch et al.

Todd Burch, Ltd., filed a Chapter 11 petition on June 11, 2010.
Schedules for the entity revealed no real property holdings, and
limited personalty.  There were no secured creditors, and only
seven unsecured creditors, whose aggregate debt is $183,664.  Of
this amount, $167,894.35 (91%) is owed to AEA. Counsel received a
$10,000 retainer for this case.  Todd Burch, Ltd., filed a plan on
March 31, 2011, which was heard on Aug. 19, 2011.  Plan
confirmation was denied. Since then, no new plan has been filed.

Todd and Jennifer Burch, individually, filed for Chapter 11 relief
on June 11, 2010.  Their assets consisted of their personal
residence, secured by a lien, and a routine assortment of personal
property, which they valued at $44,262.  Most of their property is
exempt.  Most of the significant assets are also encumbered by
liens.  They listed unsecured debt of $9,227,697.  There is one
insider debt of $25,000.  Excluding it, of the remaining
$9,202,697 in unsecured debt, fully 99% or $9,127,131, is owed to
AEA on continuing guarantees.  A plan was filed on March 10, 2011,
but confirmation was denied on Aug. 19, 2011.  No new plan has
been filed since that date.

Cactus West Developers, LLC, filed on June 2, 2010.  Its schedules
reflect $8.9 million secured debt owed to AEA.  There is only one
unsecured creditor, an engineering company, which is owed $18,193.
A $50,000 retainer was agreed to be paid for the attorneys'
services in this case.  An amended reorganization plan was filed
on March 10, 2011. However, it failed to be confirmed at hearing
held on Aug. 19, 2011. Since then, no new plan has been filed.

Tuscan Ranch, Inc., filed a voluntary Chapter 11 petition on May
11, 2010.  The real property assets involve four parcels of land,
each valued between $220-$225,000. All are secured by liens to
AEA.  The secured debts of AEA exceed the values ascribed to each
property.  There are only three unsecured creditors. One is a co
debtor, Cactus West Developers, which is owed $121,930, and one is
AEA, owed $450,000.  The final unsecured creditor is Arizona
Public Service, owed $7,305.  Again, AEA is the principal non
insider creditor, holding both secured and unsecured debt.  A plan
was filed on Dec. 8, 2010.  It failed to be confirmed, at a
hearing held on Aug. 19, 2011. No subsequent plans have been
filed.

NFLUX filed a voluntary Chapter 11 petition on Aug. 30, 2010.  The
Debtor's principal asset consists of 19 assisted living
condominiums at 2892 W. 31st Place, Yuma, Arizona.  The Debtor
values the property at $6,100,000.  It owes AEA $4,000,000,
secured by that real property.  The Debtor's only other
significant asset consists of an account receivable owed to it by
Reflections Assisted Living, LLC, of $186,179.09.  The Debtor's
monthly operating statement, over the last year, reflect no
collection on this receivable.  Counsel agreed to a $25,000 fee
for this Chapter 11 case.  A plan, filed on March 10, 2011, was
denied confirmation on Aug. 19, 2011.  No new plan has been filed.

The cases (Bankr. D. Ariz. Case Nos. 10-14417, 10-17298, 10-18431,
10-18432 and 10-27643) are jointly administered.  The Law Offices
of Robert M. Cook PLLC -- robertmcook@yahoo.com -- represents the
Debtors.


US STEEL: Moody's Downgrades CFR to Ba3; Outlook Stable
-------------------------------------------------------
Moody's Investors Service downgraded United States Steel
Corporation's (USS) corporate family rating and probability of
default rating to Ba3 respectively from Ba2. Moody's also
downgraded the senior unsecured ratings to B1 from Ba2 and the
speculative grade liquidity rating to SGL-2 from SGL-1. The rating
outlook is stable.

RATINGS RATIONALE

The downgrade to a Ba3 corporate family rating reflects the fact
that the company's return to metrics appropriate for a Ba2
corporate family rating has been more protracted than anticipated
as evidenced by a LTM Debt/EBITDA ratio of 6.4x at June 30. 2011
and an EBIT/interest ratio of less than 1x. Although the company
has exhibited year-on-year improvements, given current industry
dynamics Moody's does not expect the 3rd quarter ratios nor the
ratios for the period June 2011 through December 2011 to show
further material strengthening. In addition, Moody's believes that
performance in 2012 will continue to show only modest growth.

The downgrade also considers that while year-on-year performance
is improving, the time horizon to stronger metrics will be slow
and erratic given the challenges facing the steel industry and
will likely take at least 12 to 24 months. Moody's expects only
gradual improvement in debt service protection metrics and cash
flow generation over the next 12 to 24 months for the following
principal reasons: 1) challenges will remain in the European
operations given the weakness in European markets, concerns over
sovereign debt issues and banking issues and high raw material
cost inputs given that these operations are not self sufficient;
2) flat rolled performance in the US will remain under pressure
due largely to the increased capacity coming on line from
ThyssenKrupp's new plant, Severstal Columbus's expansion, and the
restart of RG Steels (a subsidiary of The Renco Group) Sparrows
Point facility 3) performance in the tubular segment is likely to
remain positive given increased drilling activity but will not
offset the challenges in the other key segments and 4) key raw
material input costs will remain high.

The downgrade in the speculative grade liquidity rating to SGL-2
reflects the reduced level of operating cash flow generation to
support investment and other requirements. However, the company's
liquidity is supported by its cash position of $393 million at
June 30, 2011, an $875 million inventory-based facility expiring
in July 2016 and a $625 million Accounts Receivable facility
expiring in July 2014. Although Moody's expects operating cash
flow generation to remain more modest over the next 12-15 months
and working capital requirements to exhibit quarterly
fluctuations, Moody's does not anticipate a material weakening in
US Steel's liquidity position.

The downgrade in the senior unsecured debt ratings to B1 from Ba2
reflects the downgrade in the corporate family rating to Ba3 as
well as changes in the capital structure and the resultant changes
on the debt instruments under Moody's loss given default
methodology. This is principally driven by the higher credit
facility, which is secured by inventory, and a higher level of
administrative and priority claims as accounts payable are running
at higher levels reflecting cost increases in a number of key
inputs.

The Ba3 corporate family rating reflects US Steel's position as a
major steel producer with a good diversity of products serving a
number of end users. It also recognizes that performance will
fluctuate quarterly given the composition of the company's fixed
price contracts and spot sales leading to intra reporting period
volatility. A further support is the company's liquidity position.
The rating also incorporates Moody's view that recovery in the
steel industry will continue to be choppy but that conditions will
not fall to levels experienced in late 2008 and 2009.

The stable outlook reflects Moody's expectation that the company's
debt protection metrics will continue to show gradual improvements
over the next 12-15 months, with greater advances in the first
half of 2012 and a leveling off in the latter part of 2012 similar
to the pattern seen in 2010 and 2011. US Steel's position in the
automotive industry, mix of spot and contract sales, some of which
have a lag impact on quarterly performance, and tubular position
will continue to support performance.

Given where the company's metrics are relative to its rating, it
is unlikely that there could be an upward rating movement in the
next 12-15 months. However, should economic conditions in the US
and Europe strengthen to the point that higher demand levels
across the company's business units results in a sustainable
debt/EBITDA ratio of 3x and an EBIT/interest ratio of 2.5x as well
as maintenance of solid liquidity, an upgrade could be considered.
Conversely, if conditions in key areas such as tubular and
automotive deteriorate and debt protection measures weaken from
current levels, the rating could be downgraded. In addition, a
material contraction in liquidity could have a negative impact on
the rating.

The principal methodology used in rating United States Steel
Corporation was the Global Steel Industry Methodology published in
January 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.

Headquartered in Pittsburgh, PA, United States Steel Corporation
is the second largest flat-rolled steel producer in North in terms
of production capacity. The company manufactures and sells a wide
variety of steel sheet, tubular and tin products across a broad
array of industries, including service centers, transportation,
appliance and oil field services. Revenues for the twelve months
to June 30, 2011 were $18.8 billion.


VITRO SAB: U.S. Trustee Amends Vitro Asset Creditors' Panel
-----------------------------------------------------------
William T. Neary, the United States Trustee for Region 6, pursuant
to 11 U.S.C. Sec. 1102n(a) and (b), filed a notice amending the
Official Committee of Unsecured Creditors of Vitro Asset Corp., et
al.

The Creditors Committee now consists of:

      1. Adam Berman
         Wilmington Trust FSB
         166 Mercer Street, Suite 2-R
         New York, NY 10012-3249
         Tel: (212) 941-4415
         E-mail: ABerman@wilmingtontrust.com

      2. Laura L. Moran
         Vice President
         U.S. Bank National Association, as Indenture Trustee
         Corporate Trust Services
         One Federal Street, 3rd Floor
         Boston, MA 02110
         Tel: (617) 603-6429
         E-mail: laura.moran@usbank.com

      3. James Timothy Kelley
         Tristar Glass, Inc.
         5566 S. Garnett Road
         Tulsa, OK 74146
         Tel: (918) 392-9678
         E-mail: timk@tristarglass.com

      4. Erin Kim
         Pension Benefit Guaranty Corporation
         1200 K Street NW
         Washington, DC 20005
         Tel: (202) 326-4020
         E-mail: kim.erin@pbgc.gov

      5. Mollie L. Hines, Esq.
         Vice President Legal
         Oldcastle Building Envelope
         2745 Dallas Parkway, Suite 560
         Plano, TX 75093
         Tel: (469) 241-3805
         E-mail: MHines@OldcastleBE.com

      6. Gary J. Meyers
         International Painters and Allied Trades
         Industry Pension Fund
         7234 Parkway Drive
         Hanover, MD 21076
         Tel: (410) 564-5502
         E-mail: gmeyers@iupat.org

                        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.


WES CONSULTING: Closing of WMI Sale Agreement Extended to Oct. 28
-----------------------------------------------------------------
Liberator, Inc., on Oct. 6, 2011, filed a Current Report on Form
8-K, announcing the signing of a definitive Stock Purchase
Agreement for the sale of the Company's subsidiary, Web Merchants
Inc., to Web Merchants Atlanta, LLC, an entity controlled by the
President and former majority shareholder of WMI, Fred Petrenko.
The transaction described in the WMI Sale Agreement was expected
to close no later than Oct. 21, 2011.

On Oct. 21, 2011, the parties to the WMI Sale Agreement reached an
agreement to extend the closing date to Oct. 28, 2011, in exchange
for the payment to the Company of an additional non-refundable
deposit of $50,000, which brings the total non-refundable deposit
received to date to $250,000, and will reduce the amount to be
paid to the Company at closing to $450,000.  In addition, at
closing, 25.4 million shares of Liberator common stock held by Mr.
Petrenko will be placed into escrow until certain outstanding
loans of the Company are either satisfied or WMI and Mr. Petrenko
have been provided with a written release of any liability as a
guarantor.

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

                        http://is.gd/J6OWuH

                       About Liberator Inc.

Headquartered in Atlanta, Georgia, Liberator, Inc. is a provider
of goods and information to consumers who believe that sensual
pleasure and fulfillment are essential to a well-lived and healthy
life.  The information that the Company provides consists
primarily of product demonstration videos that the Company shows
on its websites and instructional DVD's that the Company sells.

The Company reported a net loss of $801,252 on $17.32 million of
net sales for the year ended June 30, 2011, compared with a net
loss of $1.03 million on $11.07 million of net sales during the
prior year.

The Company's balance sheet at June 30, 2011, showed $6.88 million
in total assets, $5.52 million in total liabilities and $1.36
million in total stockholders' equity.

Gruber & Company, LLC, in Lake Saint Louis, Missouri, noted that
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern unless it is able to
generate sufficient cash flows to meet its financing requirements
and attain profitable operations.


W.R. GRACE: To Merge 46 Subsidiaries Into Grace-Conn.
-----------------------------------------------------
W.R. Grace & Co. and its debtor affiliates ask Judge Judith
Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware for authority to merge 46 debtor affiliates into W.R.
Grace & Co.-Conn. pursuant to an agreement and a plan of merger.

The Debtors, in light with the merger, also ask the Court to
approve the elimination of the Merging Subsidiaries.

Moreover, the Debtors seek Court authority for the Claims Agent to
expunge (i) certain of the claims listed as active and, or (ii)
each of the conditionally expunged claims, filed against each of
the Merging Subsidiaries with the proviso that the rights afforded
each Claimant in its respective Claim will be preserved in the
surviving claim against Grace-Conn. or other Debtor, and with the
further proviso that the preservation will not affect the rights
of the Debtors to object to any Surviving Claim to the extent that
it has not already been Allowed.

The Debtors also ask the Court's authority for the Claims Agent to
expunge each of the scheduled intercompany claims and list Grace-
Conn. as having assumed:

  * the benefit of surviving Intercompany Claims that Merging
    Subsidiaries hold against other, non-merging Debtors; and

  * the burden of Surviving Intercompany Claims against Merging
    Subsidiaries.

In view of the pending appeal of the Confirmation Order, the
Debtors ask, however, that the Chapter 11 cases of each of the
Merging Subsidiaries remain open until after the effective date of
the Confirmed Plan of Reorganization.

Grace also intends to merge into Grace-Conn. certain non-Debtor
subsidiaries as part of its ongoing global initiative to simplify
its corporate structure, Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, informs Judge
Fitzgerald.  Similar to the Merging Subsidiaries, none of these
non-Debtor entities has any assets, nor do they have any
liabilities other than a single intercompany claim held by Grace-
Conn. against a single entity.   Grace says it will eliminate this
intercompany claim for accounting purposes upon merger.

                        Proposed Merger

Under relevant state law, Grace-Conn. will acquire all assets and
liabilities of the Merging Subsidiaries as set forth in the
Agreement.  As permitted by applicable law, the Agreement:

  -- cancels the stock and partnership interests of the Merging
     Subsidiaries; and

  -- will not affect Grace-Conn.'s stock, certificate of
     incorporation and board of directors and officers as a
     result of the Merger.

The Debtors also ask that the order granting their Motion to
Merger provides them with the authority to revise, amend or
otherwise change the Agreement to the extent necessary to meet the
requirements of the jurisdictions in which the Merging
Subsidiaries were incorporated or otherwise formed.

The Debtors' Plan consolidates all of the Claims against them into
a single set of Classes, with all similarly situated Claims
receiving the same treatment, regardless of Debtor.  The Plan
likewise contemplates using Grace-Conn.'s assets to satisfy all
those Claims, whether prepetition or Administrative Expense
Claims.

Ms. Jones notes that none of the Merging Subsidiaries has any
significant assets, and in any event, those assets will be
transferred to Grace-Conn. in the Merger.  She contends that
eliminating the Merging Subsidiaries will benefit the Debtors'
ongoing business operations in several ways, including the
reduction of administrative burden and expense, and optimizing
corporate structure in preparation an exit financing.

A list of Merging Subsidiaries and their respective intercompany
claims is available for free at:

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

In another request, the Debtors ask the Clerk of the Court to
change the filing date of the Motion to Merge to October 18, 2011.
On October 17, 2011, the electronic court filing system for the
Court was down and would not accept an electronic filing of the
Motion to Merge, and consequently, the motion was manually filed
at the Court on that day, Ms. Jones explains.

The Court will convene a hearing on Nov. 28, 2011, to consider
the Motion to Merge.  Objections are due on Nov. 4.

                    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.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Proposes to Sell Vermiculite Assets for $10-Mil.
------------------------------------------------------------
W.R. Grace & Co. and its affiliates seek the bankruptcy court's
authority to sell certain assets of their mining and processing
vermiculite and selling vermiculite products business to
Vermiculite Acquisition Corp. for $10 million, free and clear of
all liens, claims, encumbrances, and other interests, other than
certain permitted exceptions.

Grace Specialty Vermiculite -- the Vermiculite Business -- is a
division of W. R. Grace & Co.-Conn.  The Vermiculite Business
produces branded high-performance vermiculite ore and expanded
vermiculite and perlite products.  The Vermiculite Business
operates owned and leased mines in and around its headquarters in
Enoree, South Carolina, and operates a milling and processing
facility in Enoree, and five other processing facilities
strategically located across the U.S. and Canada.

Management projects that the Vermiculite Business will achieve
sales of approximately $22 million in fiscal year 2011.

In 2009, Grace-Conn.'s management team determined that it was in
the Debtors' best interests to sell the Vermiculite Business based
on a number of factors, including the lack of strategic fit
between the Vermiculite Business and the Debtors' other business
lines.  Moreover, according to the Debtors, the business' revenues
contributed less than 0.7% to their 2010 consolidated revenues,
and did not contribute measurably to their consolidated EBITDA.

The Purchaser's offer of $10 million, plus the excess of the
Closing I&R Amount over $5,414,000, or minus the excess of
$5,414,000 over the Closing I&R Amount, on the terms and
conditions set forth in the ASA is the highest and best offer
received for the Vermiculite Business, Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, tells
the Court.  Ms. Jones asserts that it is likewise superior to
Grace-Conn. retaining the Vermiculite Business.

The Debtors relate that, based on a very thorough marketing
process, there are no potential candidate buyers that would be
willing to pay a substantial enough premium over Purchaser's offer
to make it worthwhile for the Debtors to delay the Sale to
Purchaser in order to extend the sale process.  Ms. Jones says the
premium would be critical, because reopening the sale process to
explore any offer opens up the risk that Purchaser might decide to
withdraw from the sale process.  Therefore, she insists,
conducting additional marketing, whether by merely extending the
private sale process or by instead conducting a public auction,
would offer no discernible additional benefit to the Debtors'
bankruptcy estates.

The Sale contemplates the assumption and assignment to Purchaser
of several contracts that are integral to operating the
Vermiculite Business.  Assuming and assigning the Transferred
Contracts also will enhance the value of the Sale to the Debtors'
estates by curtailing further administrative liability to the
estate and eliminating certain rejection claims, Ms. Jones argues.
The estimated cure payments associated with all of the Transferred
Contracts totals $0.

Neither the Sale Motion nor the ASA specify the parent company of
the Purchaser.  The ASA is signed by Raymond G. Perelman, chief
executive officer of VAC.  Mr. Perelman is CEO of Belmont Holdings
Corp. located in Bala Cynwyd, Pennsylvania.  Notices under the ASA
are to be served on Jason Guzek at Belmont Holdings in Bala
Cynwyd.

Copies of the ASA are available for free at:

      http://bankrupt.com/misc/WRG_Vermiculite_ASA_1.pdf
      http://bankrupt.com/misc/WRG_Vermiculite_ASA_2.pdf

The Court will convene a hearing on November 28, 2011, to consider
the Sale Motion.  Objections are due on November 4.

In a related request, the Debtors ask the Clerk of the Court to
change the filing date of the Sale Motion to October 18, 2011.  On
October 17, 2011, the electronic court filing system for the Court
was down and would not accept an electronic filing of the Sale
Motion, and consequently, the motion was manually filed at the
Court on that day, Ms. Jones explains.

                    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.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Proposes to Hike OCP Expenses Cap to $1.6-Mil.
----------------------------------------------------------
W.R. Grace & Co. and its affiliates ask the bankruptcy court to
further amend the orders granting them authority to employ
ordinary course professionals to (i) increase the total
expenditure cap to $1,600,000, and (ii) continue to permit certain
OCPs to exceed the $50,000 monthly OCP cap from time to time as
appropriate and seek compensation for fees and expenses in excess
thereof.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that due to the length of the
Chapter 11 cases, the Total Expenditure Cap was increased a few
times and to $1,200,000 by the Court's September 24, 2007 Order.
Contemplating that further increases in the Total Expenditure Cap
may become necessary, each of the orders provided that they "shall
be without prejudice to the Debtors' rights to seek additional
increases to the amounts they are authorized to pay Ordinary
Course Professionals in the future . . ."

Ms. Jones tells the Court that presently, it is unclear when the
appeals from the order confirming the Debtors' Plan of
Reorganization will be resolved, whether further appeals will be
taken and when the effective date under the Plan will occur,
thereby allowing the Debtors to exit Chapter 11.  In the meantime,
due to the further passage of time, several more of the Debtors'
OCPs have total expenditures that may exceed the Total Expenditure
Cap in the near future, she says.

Hence, the Debtors seek an increase in the Total Expenditure Cap
and also seek permission for OCPs, when appropriate, to ask for
fees and expenses that exceed the $50,000 Monthly Cap.

The uninterrupted continuing services of the OCPs are vital to the
Debtors' continued operations, Ms. Jones contends.  She adds that
the operations of the Debtors' businesses and these Chapter 11
Cases would be hindered if the OCPs were either unable to be paid
for their services, or required to submit to the Court formal
applications for employment as professionals and subsequent
monthly and quarterly fee applications for all fees and expenses
billed.

In another request, the Debtors ask the Clerk of the Court to
change the filing date of the Motion to Amend to October 18, 2011.
On October 17, 2011, the electronic court filing system for the
Court was down and would not accept an electronic filing of the
Motion to Amend, and consequently, the motion was manually filed
at the Court on that day, Ms. Jones explains.

The Court will convene a hearing on November 28, 2011, to consider
the Motion to Amend.  Objections are due on November 4.

                    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.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


XZERES CORP: Posts $1.8 Million Net Loss in Aug. 31 Quarter
-----------------------------------------------------------
XZERES Corp. files its quarterly report on Form 10-Q, reporting a
net loss of $1.8 million on $1.4 million of revenues for the three
months ended Aug. 31, 2011, compared with a net loss of
$1.3 million on $361,484 of revenues for the three months ended
Aug. 31, 2010.

For the six months ended Aug. 31, 2011, the Company had a net loss
of $3.8 million on $2.4 million of revenues, compared with a net
loss of $2.0 million on $365,869 of revenues for the six months
ended Aug. 31, 2010.

The Company's balance sheet at Aug. 31, 2011, showed $5.1 million
in total assets, $2.2 million in total liabilities, and
stockholders' equity of $2.9 million.

As reported in the TCR on June 1, 2011, Silberstein Ungar, PLLC,
in Bingham Farms, Michigan, expressed substantial doubt about
XZERES Corp.'s ability to continue as a going concern, following
the Company's results for the fiscal year ended Feb. 28, 2011.
The independent auditors noted that the Company has incurred
losses from operations, has negative working capital, and is in
need of additional capital to grow its operations so that it can
become profitable.

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

                       http://is.gd/E3Sxjf

                        About XZERES Corp.

XZERES Corp. is located in Portland, Oregon, and was originally
incorporated in the state of New Mexico in January of 1984.  The
Company was engaged in the natural gas and asphalt businesses
until 2007, at which time it liquidated its assets and operations
and distributed the net proceeds to its shareholders after paying
its debts.  On Oct. 2, 2008, the Company re-domiciled from New
Mexico to Nevada in anticipation of pursuing the wind turbine
business.  The Company commenced operations in the wind turbine
business in the fiscal quarter ended May 31, 2010.

The Company formed two subsidiaries during the year ended Feb. 28,
2011.  XZERES Energy Services Corp. was incorporated in Nevada in
January 2011 and XZERES Wind Europe Limited was formed in Ireland
in October 2010.

The Company is in the business of designing, developing, and
marketing small wind turbine systems and related equipment for
electrical power generation, specifically for use in residential,
small business, rural electric utility systems, other rural
locations, and other infrastructure applications.  The Company
employs proprietary technology, including power electronics,
alternator design, and blade design to increase performance,
reliability, and sound suppression.  The Company also works with
manufacturers of inverters, lightning protection equipment and
towers to integrate their equipment into the Company's products.


* European Private Equity-Backed Companies Face Debt Wave
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that private equity-
backed companies seeking to address their debt maturities are
facing their toughest hurdles yet amid a shutdown of the high-
yield market and other financing markets.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Nov. 28, 2011
  BEARD GROUP, INC.
     18th Annual Distressed Investing Conference
        The Helmsley Park Lane Hotel, New York City
           Contact: 1-240-629-3300

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

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.


                  *** End of Transmission ***