TCR_Public/111101.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, November 1, 2011, Vol. 15, No. 303

                            Headlines

155 EAST TROPICANA: Court Authorizes W. Kimmel as Appraiser
1007 LC: Voluntary Chapter 11 Case Summary
ABCLD HOLDINGS: Hires Franklin Skierski as Chapter 11 Lawyer
ALEXANDER GALLO: Files Schedules of Assets and Liabilities
ALL AMERICAN PET: Victor Hollander Resigns a Director

ALROSE KING: U.S. Trustee Says Farrell Has Conflict of Interest
ALROSE KING: Committee Asks Nod for Lamonica Herbst as Counsel
ALROSE KING: DCI Design Asks Court to Appoint Chapter 11 Trustee
AMARANTH II: Wants Access to RRE VIP Amaranth's Cash Collateral
AMERICAN AXLE: Reports $22.6 Million Net Income in Third Quarter

AMERICAN INT'L: Fitch Rates Jr. Subordinated Securities at 'BB-'
AMIDEE CAPITAL: Converted to Ch. 7; Creditors' Meet on Nov. 8
ANDRONICO'S MARKETS: Can Enter into Premium Finance Agreement
ANDRONICO'S MARKETS: Taps Karrie L. Bercik for Tax Law Matters
APEX DIGITAL: Can Access Avision's Cash Collateral Until Jan. 8

ARCADIA MANUFACTURING: Case Summary & Creditors List
BAMBERG COUNTY MEMORIAL: Purchaser to Consolidate 2 Hospitals
BAMBOO ABBOTT: Suit v. Gilco Stays in New Jersey Bankr. Court
BARNWELL COUNTY HOSPITAL: Purchaser to Consolidate 2 Hospitals
BARNWELL COUNTY HOSPITAL: Citizens' Group Denied Standing

BEAR MOUNTAIN: Hiring Davidson Backman as Bankruptcy Counsel
BERNARD L. MADOFF: Net Winner Appeals for Some of Picower's $7.2BB
BILTMORE INVESTMENTS: Serefex Suit Transferred to North Carolina
BRIGHAM EXPLORATION: Fargo to Buy Common Shares at $36.5 Apiece
CARGO ACQUISITION: Moody's Confirms 'Ba2' Debt Ratings

CENTAUR LLC: Sues Developers for $20MM Over Land Deal
CITIZENS REPUBLIC: Posts $32.9 Million Net Income in 3rd Quarter
CLEARWIRE CORP: Benjamin Wolff Resigns from Board of Directors
CONGRESSIONAL HOTEL: Has Interim Use to Citizens Cash Collateral
CONTECH CONSTRUCTION: May Violate Loan Covenants, Says S&P

DALLAS STARS: Employs Richards Layton as Bankruptcy Co-Counsel
DALLAS STARS: Employs Weil Gotshal as Bankruptcy Counsel
DEE ALLEN RANDALL: Court Permits Ch. 11 Trustee to Conduct Probe
DELPHI CORP: DPH Files Report For 3rd Quarter 2011 Results
DELPHI CORP: No Final Ruling Out on Final Decree, Sumpter Objects

DELPHI CORP: Retirees to Testify in Dayton on Nov. 14
DYNEGY INC: Extending $1.2 Billion Exchange Offers to Nov. 3
EARTH STRUCTURES: Court Continues Trial in Bank Meridian Suit
EMPIRE ONE: Court Dismisses Suit v. T-Mobile
ENERGY FUTURE: Incurs $710 Million Net Loss in Third Quarter

EVERGREEN SOLAR: Files Schedules of Assets and Liabilities
FKF MADISON: Gets Extension Through Jan. 13 to File Plan
FORD CREDIT: Moody's Raises CFR to Ba1; Outlook Positive
FORD MOTOR: Moody's Raises CFR to Ba1; Outlook Positive
FULL CIRCLE: Seeks to Employ Dixon Hughes as Tax Accountant

GATEHOUSE MEDIA: Incurs $5.1 Million 3rd Quarter Net Loss
GB HERNDON: Court Denies Bid to Subpoena Premier Bank
GENERAL MOTORS: Moody's Raises CFR to Ba1; Outlook Positive
GM FINANCIAL: Moody's Raises Corp. Family Rating to 'Ba3'
GNP RLY: Various Creditors Seek Appointment of Interim Trustee

GREAT ATLANTIC: Posts $99.8 Million Net Loss in Sept. 10 Quarter
GREENBRIER COMPANIES: Moody's Withdraws 'B3' PDR & CFR
GSW HOLDINGS: Hiring Heller Draper as Bankruptcy Counsel
GSW HOLDINGS: Taps Wheeler & Wheeler as Local Counsel
GSW HOLDINGS: Files Schedules of Assets and Liabilities

GSW HOLDINGS: Sec. 341 Creditors' Meeting Set for Nov. 7
HAMPTON ROADS: Incurs $26.7 Million Net Loss in Third Quarter
HARRISBURG, PA: Plans Citywide 'Yard Sale' to Raise Funds
HENDRIX-BARNHILL: Court Rejects Plan That Unfairly Treats BB&T
HERCULES OFFSHORE: Files Form 10-Q, Incurs $17MM Q3 Net Loss

HILCORP ENERGY: Moody's Raises CFR to 'Ba3'; Outlook Positive
HMC/CAH CONSOLIDATED: U.S. Trustee Appoints Creditors' Panel
HUSSEY COPPER: Committee Retains FTI Consulting as Advisor
HUSSEY COPPER: Committee Retains Lowenstein Sandler as Counsel
HUSSEY COPPER: Committee Retains Klehr Harrison as Counsel

HUSSEY COPPER: Wants to Give Bonuses in Connection With Sale
KENNY G: Case Summary & Largest Unsecured Creditor
KOREA TECHNOLOGY: Court Approves Durham Jones as Counsel
LAST MILE: Wants to Use Manufacturers and Traders' Cash
LAST MILE: Sec. 341 Creditors' Meeting Set for Nov. 18

LEGACY VILLAGE: Commercial Site in Receivership, Faces Foreclosure
LEHMAN BROTHERS: Creditors With $160-Bil.++ in Claims Support Plan
LEHMAN BROTHERS: Deutsche Bank Opposes Plan's Claims Treatment
LEHMAN BROTHERS: Has Settlement With Danske Bank
LEHMAN BROTHERS: Seeks Approval of Deal With SCC Acquisitions

LEHMAN BROTHERS: New Jersey Renews Lawsuit Against Auditor
LEHMAN BROTHERS: Loses First Broker Bonus Case
LEHMAN BROTHERS: Loses Appeal With Nortel on $3BB UK Pension Debt
LIN TELEVISION: Moody's Affirms 'B2' Corporate Family Rating
LOCATION BASED TECH: Board Appoints Four New Directors

MACROSOLVE INC: Shareholders Elect Seven Directors
MAGUIRE GROUP: Case Summary & Largest Unsecured Creditor
MF GLOBAL: Files for Bankruptcy After Sale to Interactive Fails
MF GLOBAL: Case Summary & List of 50 Largest Unsecured Creditors
MF GLOBAL: Moody's Downgrades Long-Term Ratings to 'Ba2'

MF GLOBAL: Fitch Lowers Issuer Default Ratings to 'BB+/B'
MJFT LLC: Files Chap. 11 Plan & Disclosure Statement
MOUNTAIN NATIONAL: Bank Enters Into Consent Order with OCC
MW GROUP: Can Access BOA Cash Collateral Through Nov. 3
MW GROUP: Seeks to Employ Nexsen Pruet as Counsel

MW GROUP: Section 341(a) Meeting Scheduled for Nov. 21
NEW ENGLAND NATIONAL: East Lyme May Not Disclose AIG Statement
NEWPAGE CORP: $25MM Transfer to Canadian Unit Probed by Committee
NEWPORT BONDING: A.M. Best Affirms 'C++' FSR; Outlook Negative
NUTRITION 21: U.S. Trustee Unable to Form Committee

NUTRITION 21: Proposes to Employ J.H. Cohn as Auditor
NUTRITION 21: Court OKs Richards Kibbe & Orbe LLP as Attorneys
OASIS PETROLEUM: Moody's Assigns 'Caa1' Rating to Senior Notes
OMEGA NAVIGATION: Wants Until May 2012 to Propose Chapter 11 Plan
OPEN RANGE: Nabs Lead Bidder, Aims to Proceed With Auction

ORO VILLA: Case Summary & 20 Largest Unsecured Creditors
PACIFIC CAPITAL: DBRS Rates Issuer & Senior Debt at 'B'
PHILADELPHIA ORCHESTRA: Musicians' New Contract Approved
PILGRIM'S PRIDE: Posts Third-Quarter Loss on High Feed Costs
PITTSBURGH CORNING: Hearing on Plan Modifications on Nov. 30

PJ FINANCE: Plan Sponsorship Up for Auction Dec. 8
PLUM & IDAHO: Case Summary & Largest Unsecured Creditor
POST 240: Section 341(a) Meeting Scheduled for Nov. 22
PREMIER TRAILER: Commitment Terminate Date Tolled to Oct. 31
RCR PLUMBING: Cash Collateral Hearing Today

RCR PLUMBING: Hiring Kurtzman Carson as Noticing Agent
REVLON CONSUMER: Reports $5.3 Million 3rd Quarter Net Income
RHODE ISLAND: Pension System Leaves State Facing Debt Problem
ROUND TABLE: Bankruptcy-Exit Plan Heads to Creditors
SAINTS MEDICAL: Moody's Cuts Rating on $49MM Bonds to 'Caa1'

SCHWAB INDUSTRIES: KeyBank-Huntington Dispute Stays in Ohio
SCOTTSDALE CANAL: U.S. Trustee Unable to Form Committee
SECURITY NATIONAL: Wants to Use Rent to Fund Bankruptcy
SECURITY NATIONAL: Seeks Extension of Schedules Filing
SECURITY NATIONAL: Hiring Garden City as Claims Agent

SOLYNDRA LLC: White House Orders Review of Department Loan Program
SOUTH EDGE: Bankruptcy Judge Signs Off On Exit Plan for Project
SOUTHERN MONTANA: Section 341(a) Meeting Scheduled for Nov. 17
SOUTHERN MONTANA: Seeks to Employ Doak & Associates as Counsel
SUPERMEDIA INC: Restructuring Capital Holds 11.5% Equity Stake

TASANN TING: Can Use Cash Collateral to Pay Property Insurance
THERMOENERGY CORP: Termination of Liberty Lease Moved to 2017
UNIVERSAL MARKETING: Court Pares Avoidance Suit v. BRT
VAN CHASE: Court Convert Chapter 11 Case to Chapter 7 Proceeding
VITRO SAB: Bondholders Allowed to Continue New York Suit

WAVERLY GARDENS: Cash Collateral Until Sale of Facilities
ZAGS 1: Case Summary & Largest Unsecured Creditor
ZURVITA HOLDINGS: Reports $1.6 Million Net Income in Fiscal 2011

* Illinois Bank Shuttered; Nation's Total This Year Now 85
* S&P: One U.S.-Based Default Last Week; 2011 Total at 36

* Oak Hill Advisors' Debt Fund Nears Halfway Mark

* Bondholders of Italy's Seat PG Offer to Swap Debt for Equity

* Large Companies With Insolvent Balance Sheets



                            *********



155 EAST TROPICANA: Court Authorizes W. Kimmel as Appraiser
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has
authorized 155 East Tropicana LLC and its debtor-affiliates to
employ William G. Kimmel & Associates to provide an appraisal of
the Debtors' casino hotel/property.

The firm will provide appraisals as necessary for a fee of
$15,000.  The firm will request compensation at the standard
billing rate of $350 per hour.

                     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.


1007 LC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: 1007 LC
        1025 Thomas Jefferson Street, Suite 165G
        Washington, DC 20007
        Tel: (202) 338-0307

Bankruptcy Case No.: 11-00784

Chapter 11 Petition Date: October 25, 2011

Court: U.S. Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Michael H. Selter, Esq.
                  MANELLI SELTER PLLC
                  2000 M. Street, #700
                  Washington, DC 20036
                  Tel: (202) 261-1000
                  E-mail: mselter@mdslaw.com

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

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

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

The petition was signed by the managing member.


ABCLD HOLDINGS: Hires Franklin Skierski as Chapter 11 Lawyer
------------------------------------------------------------
A bankruptcy court has authorized ABCLD Holdings LLC to employ the
law firm of Franklin Skierski Lovall Hayward LLP as its Chapter 11
counsel.

FSLH was retained by the Debtor on May 18, 2011, to assist in
preparing to file its voluntary bankruptcy petition.  To cover the
costs and expenses of preparing the documents related to these
bankruptcy cases, the Debtor's ultimate parent, ABC Land &
Development, Inc., paid $20,000 as a retainer to FSLH.  FSLH
received payment from the Debtor's parent in the amount of
$23,150 on account of services provided through June 30, 2011, and
also withdrew $5,063.50 from the retainer pre-petition to pay for
its prepetition services rendered to the Debtor after June 30,
2011 and the chapter 11 filing fee.  The remaining retainer amount
will be held as security against post-petition fees and expenses,
as approved by orders of the Court.

The current hourly rates being charged for paralegals and
attorneys of FSLH are:

          Professional               Hourly Rate
          ------------               -----------
          Melissa Hayward                $315
          Robert Johnson                 $200
          Paralegal                      $150

                       About ABCLD Holdings

Dallas, Texas-based ABCLD Holdings is a Nevada limited liability
company created on March 18, 2011, to acquire properties owned by
FRE Real Estate Inc. in Texas for $59.8 million.  All of the
capital stock of ABCLD Holdings is owned by ABC Land &
Development, Inc., which is a corporation owned by Ronald Akin and
DTS Holdings, LLC.  FRE filed for bankruptcy Jan. 4, 2011.  The
case was dismissed March 1, 2011.

ABCLD filed for bankruptcy to implement a prepetition settlement
agreement with Armed Forces Bank, as successor by merger to Bank
Midwest, N.A., is the secured creditor with respect to the
acquired FRE Properties.  AFB played an active role in obtaining
dismissal of the FRE bankruptcy proceeding.  The Agreement
contemplates the foreclosure of certain of the properties, a
prepackaged bankruptcy filing, and the restructuring of the AFB
debt.

ABCLD commenced the prepackaged Chapter 11 bankruptcy (Bankr.
N.D. Tex. Case No. 11-34969) on Aug. 1, 2011.  Judge Barbara J.
Houser presides over the case.  Melissa S. Hayward, Esq., at
Franklin Skierski Lovall Hayward LLP, serves as bankruptcy counsel
to the Debtor.  In its petition, the Debtor estimated assets of
$50 million to $100 million and debts of $10 million to
$50 million.  The petition was signed by Craig Landess, vice
president.  Armed Forces Bank is represented by Keith Miles
Aurzada, Esq., at Bryan Cave LLP.

In its schedules, the Debtor disclosed $66,579,892 in total assets
and $40,454,914 in total debts.


ALEXANDER GALLO: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Alexander Gallo Holdings, LLC, filed with the U.S. Bankruptcy
Court for the Southern District of New York its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $41,981,048
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $62,870,337
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,044,955
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $195,237,754
                                 -----------      -----------
        TOTAL                    $41,981,048     $259,153,046

Affiliates also filed their respective schedules disclosing:

     Company Name                          Assets     Liabilities
     ------------                          ------     -----------
Hobart West Solutions, LLC                 $340,532           $0
Esquire Solutions, LLC                      $47,825           $0
D-M Information Systems, Inc.                $2,376           $0
Deponet, LLC                               $362,416           $0
Esquire Deposition Services, LLC        $19,107,086           $0
Esquire Litigation Solutions, LLC        $1,602,790           $0
Unlimited Languages, Inc.                   $31,526           $0
Set Depo, LLC                            $2,385,617           $0
AG/Sanction LLC                          $1,981,333           $0
The Hobart West Group, Inc.             $34,702,197     $356,861

                        About Alexander Gallo

Marietta, Georgia-based Alexander Gallo Holdings LLC --
http://www.alexandergalloholdings.com-- is the largest full
service, IT-enabled court reporting and litigation support
services company in the United States.  AGH offers court
reporting, litigation support, trial software and other similar
services and has the only true national footprint in its market,
with roughly 55 offices located throughout the United States, and
a preferred provider network which serves as an extension of
Alexander Gallo's geographic reach.  Founded in 1999 by Alexander
J. Gallo, a former court reporter, AGH has made 18 acquisitions
since 2003.  Mr. Gallo has remained as CEO.

AGH, along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-14220) on Sept. 7, 2011.
Alexander Gallo will sell the business via 11 U.S.C. Sec. 363 to
Bayside Capital Inc., which had acquired $22 million in second-
lien debt.  The price wasn't disclosed.

Alexander Gallo disclosed assets of $208 million and debt totaling
$258 million as of June 30, 2011.  Liabilities include $47 million
on a first-lien revolving credit and term loan where Wells Fargo
Bank NA is agent.  In addition to the second-lien debt held by
Bayside, there is $33 million in junior unsecured subordinated
notes owing to Harvest Equity Partners LLC plus another
$148 million in junior unsecured subordinated notes owing to
insider Gallo Holdings LLC.

Bayside is providing $20 million in financing for the Chapter 11
effort.  The new loan will have a first priority lien on
unencumbered assets and a lien behind the first-lien debt.

Bankruptcy Judge Allan J. Gropper presides over the case.  Thomas
R. Califano, Esq., Jeremy R. Johnson, Esq., Esq., and Daniel G.
Egan, Esq., at DLA Piper LLP (US), in New York, serve as the
Debtors' general counsel.  Squire, Sanders & Demsey (US) LLP
serves as the Debtor's corporate counsel.  The Debtors' financial
advisor is Gordian Group, LLC.  Marc L. Pfefferle, a partner at
Carl Marks Advisory Group LLC, serves as the Debtors' chief
restructuring advisor.  Kurtzman Carson Consultants LLC serves as
the Debtor's claims agent.  KPMG LLP serves as their auditors to
provide auditing, tax compliance and tax consulting services.


ALL AMERICAN PET: Victor Hollander Resigns a Director
-----------------------------------------------------
Subsequent to the termination of Victor Hollander as Chief
Financial Officer of All American PET Company, Inc., by the Chief
Executive Officer on Oct. 3, 2011,  Mr. Hollander gave the Company
notice of his resignation from his position as a Director on
Oct. 24, 2011, which resignation was accepted by the Company.  Mr.
Hollander's resignation was not due to any disagreement with the
Company on any matter relating to the Company's operations,
policies or practices.

                       About All American Pet

All American Pet Company, Inc., a reporting public company with
executive offices in Beverly Hills, California, was incorporated
on Feb. 13, 2003.  The Company produces, markets, and sells super
premium dog food under the brand names Grrr-nola(R)Natural Dog
Food and BowWow Breakfast(R) Heart Healthy Dog Food.

R. R. Hawkins & Associates International, a PC, in Los Angeles,
expressed substantial doubt about All American Pet's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred net losses since inception, retained
deficit and negative working capital.

The Company reported a net loss of $7.44 million on $20 of net
sales for 2010 (revenue from sales of super-premium dog food
products of $146,598 less marketing and product placement fees of
$146,578), compared with a net loss of $2.01 million on $0 revenue
for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $1.08 million
in total assets, $4.45 million in total liabilities, and a
stockholders' deficit of $3.37 million.


ALROSE KING: U.S. Trustee Says Farrell Has Conflict of Interest
---------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, has
opposed Alrose King David LLC's application to employ Farrell
Fritz as the Debtor's attorneys.

The Debtor owns a parcel of property located at 80 West Broadway,
Long Beach, New York that it leases to its affiliate Alrose
Allegria LLC.  Both the Debtor and Allegria are controlled by
Allen Rosenberg.

The U.S. Trustee notes that since the inception of the lease
agreement in September 2009, Allegria has failed to make any
rental payments to the Debtor, depriving the Debtor of its only
source of income, and causing the Debtor to default on its
mortgages.

In support of the Debtor's application to employ Farrell Fritz, a
member of the firm avers that:

   (1) Farrell Fritz had represented Allegria in the past and did
       not represent Allegria in connection with the lease, but
       will continue to represent Allegria; and

   (2) on behalf of the Debtor, Allegria has paid Farrell Fritz
       pre- and postpetition legal fees aggregating approximately
       $150,000 which fees will be credited to reduce the rent
       arrears Allegria owes to the Debtor.

The U.S. Trustee says Farrell Fritz's past and present
representation of Allegria creates an adverse interest to the
Debtor's estate.  He adds that Farrell Fritz's representation of
Allegria further creates an actual conflict of interest because
the resolution of the lease agreement between the Debtor and
Allegria is the "lynch-pin" to the Debtor's reorganization.

Farrell Fritz's continued attorney-client relationship with
Allegria precludes its representation of the Debtor in this
proceeding, especially in light of Allegria's payment to Farrell
Fritz of the Debtor's legal fees, the U.S. Trustee further
contends.  He explains that Allegria's payment of the Debtor's
legal fees further demonstrates Farrell Fritz's loyalties may lie
with Allegria and not the Debtor.

The U.S. Trustee argues that the proposed employment of Farrell
Fritz fails to satisfy the disinterestedness requirements under
Section 327(a) of the Bankruptcy Code.

                         About Alrose King

Alrose King David LLC is a special entity established by the
Alrose Group to own the 143-room, beachfront hotel property called
the Allegria Hotel & Spa in Long Beach, Long Island.

Alrose King David filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 11-75361) in Brooklyn on July 28, 2011,
estimating between $10 million and $50 million in both debts and
assets.  Judge Dorothy Eisenberg presides over the case.  Patrick
T. Collins, Esq., at Farrell Fritz, P.C., serves as bankruptcy
counsel.  The petition was signed by Allen Rosenberg, managing
member.

The Official Consolidated Committee of Unsecured Creditors has
tapped Lamonica Herbst & Maniscalso LLP as attorneys.


ALROSE KING: Committee Asks Nod for Lamonica Herbst as Counsel
--------------------------------------------------------------
The Official Consolidated Committee of Unsecured Creditors
appointed in the Chapter 11 case of Alrose King David LLC has
sought and obtained authority to retain Lamonica Herbst &
Maniscalso LLP as attorneys.

Lamonica Herbst will be paid compensation and reimbursement of
expenses only upon proper application and pursuant to an order of
the Court.  Lamonica Herbst's current hourly rates are: (a) from
$100 up to $150 for para-professionals; (b) from $250 up to $375
for associates; and (c) from $400 up to $525 for partners.

Joseph S. Maniscalco, Esq., a member of Lamonica Herbst, assured
the court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                         About Alrose King

Alrose King David LLC is a special entity established by the
Alrose Group to own the 143-room, beachfront hotel property called
the Allegria Hotel & Spa in Long Beach, Long Island.

Alrose King David filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 11-75361) in Brooklyn on July 28, 2011,
estimating between $10 million and $50 million in both debts and
assets.  Judge Dorothy Eisenberg presides over the case.  Patrick
T. Collins, Esq., at Farrell Fritz, P.C., serves as bankruptcy
counsel.  The petition was signed by Allen Rosenberg, managing
member.

The U.S. Trustee has appointed three members to the Official
Committee of Unsecured Creditors.


ALROSE KING: DCI Design Asks Court to Appoint Chapter 11 Trustee
----------------------------------------------------------------
DCI Design Communications Inc., as creditor of Alrose King David
LLC, asks the court to appoint a trustee to manage the affairs of
the Debtor to replace Allen Rosenberg, the managing partner of the
Debtor.

The Debtor's affairs are currently being managed by Mr. Rosenberg.

Prior to Sept. 1, 2009, DCI Design Communications Inc. executed
three separate contracts with the Debtor.  The Debtor owed DCI
Design in excess of $150,000 for which payment had been demanded
but not received.

DCI Design asserts that Mr. Rosenberg has been mismanaging the
Debtor's affairs by making decisions that leave the Debtor's
unpaid creditors "in a judicial quagmire of unprecedented
proportions."

                         About Alrose King

Alrose King David LLC is a special entity established by the
Alrose Group to own the 143-room, beachfront hotel property called
the Allegria Hotel & Spa in Long Beach, Long Island.

Alrose King David filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 11-75361) in Brooklyn on July 28, 2011,
estimating between $10 million and $50 million in both debts and
assets.  Judge Dorothy Eisenberg presides over the case.  The
petition was signed by Allen Rosenberg, managing member.

Patrick T. Collins, Esq., at Farrell Fritz, P.C., serves as
bankruptcy counsel.  The Official Consolidated Committee of
Unsecured Creditors has tapped Lamonica Herbst & Maniscalso LLP as
attorneys.


AMARANTH II: Wants Access to RRE VIP Amaranth's Cash Collateral
---------------------------------------------------------------
Amaranth II, LP, asks the U.S. Bankruptcy Court for the Eastern
District of Texas for authorization to use the cash collateral of
the secured parties.

RRE VIP Amaranth, LLC asserts a first priority lien on the
Debtor's facility located in Lewisville, Texas.  The Debtor is
indebted to the Bank in the approximate amount of $19,500,000 as
of the Petition Date.

The Debtor would use the cash collateral to maintain its business
operations.

The Debtor would show that if allowed to continued operations, it
has sufficient estimated rents in excess of the cash collateral
funds to continue operations.

On Oct. 17, secured creditor and party-in-interest RRE VIP
notified the Court that it does not consent to the Debtor's use of
cash collateral.

The lender holds a claim against the Debtor, which is evidenced
by (i) a Deed of Trust Note, in the original principal amount of
$19,916,800, dated July 19, 2007, executed by the Debtor, made
payable to Prudential Huntoon Paige Associates, Ltd. (the original
lender); (ii) a Deed of Trust, dated as of July 19, 2007, executed
by Debtor for the benefit of original lender; (iii) that certain
Security Agreement, dated as of July 19, 2007, executed by the
Debtor for the benefit of the original lender.  The loan documents
have been assigned to the lender.

The lender related that the Debtor provided the lender a cash
collateral budget based on revenues and expenses from 2010, thus
an adequate budget has not been received as of the filing of the
notice.

RRE VIP Amaranth, LLC is represented by:

         John E. Lucian, Esq.
         Samuel H. Becker, Esq.
         BLANK ROME LLP
         One Logan Square
         130 North 18th Street
         Philadelphia, PA 19103-6998
         Tel: (215) 569-5527
         Fax: (215) 832-5527
         E-mail: Becker@BlankRome.com
                 Lucian@BlankRome.com

                  - and -

         Phillip L. Lamberson, Esq.
         Gregory M. Zarin, Esq.
         WINSTEAD PC
         5400 Renaissance Tower
         1201 Elm Street
         Dallas, TX 75270-2199
         Tel: (214) 745-5400
         Fax: (214) 745-5390
         E-mail: plamberson@winstead.com
                 gzarin@winstead.com

                       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 Debtor disclosed $15,641,623 in assets
and $20,244,491 in liabilities as of the Chapter 11 filing.
The petition was signed by Carmelita D. Dolores, president of
Stonebriar Investment, Inc., its general partner.

No official committee of unsecured creditors has been appointed.


AMERICAN AXLE: Reports $22.6 Million Net Income in Third Quarter
----------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting net income of $22.60 million on $647.60 million of
net sales for the three months ended Sept. 30, 2011, compared with
net income of $38.70 million on $618.20 million of net sales for
the same period during the previous year.

The Company also reported net income of $107.10 million on
$1.97 billion of net sales for the nine months ended Sept. 30,
2011, compared with net income of $80.20 million on $1.69 billion
of net sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.23
billion in total assets, $2.60 billion in total liabilities, and a
$373.30 million total stockholders' deficit.

"In the third quarter of 2011, AAM's reported profits were
adversely impacted by the decision to close our Detroit
Manufacturing Complex and Cheektowaga Manufacturing Facility.
Excluding this and the accounting impact of other non-recurring
items, AAM continued a strong sales and profit performance in 2011
with solid third quarter financial results," said AAM's Co-
Founder, Chairman of the Board and Chief Executive Officer,
Richard E. Dauch.  "AAM's sustained strong profit performance over
the past two years is enabling us to accelerate the investment in
advanced product, process and systems technology necessary to
expand and diversify our customer base, product portfolio and
served markets.  As a result, we are on track to grow our annual
sales to exceed $3 billion by 2013 while significantly improving
our business diversification and balance sheet strength."

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

                        http://is.gd/SHvef8

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  AXL has financial support from GM, its
largest customer which accounted for 78% of sales in 2009.

                          *     *     *

In June 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on American Axle & Manufacturing Holdings
Inc. to 'BB-' from 'B+'.  The outlook is stable. "At the same
time, we raised our issue-level ratings on the company's senior
secured debt to 'BB' from 'BB-' and on the unsecured debt to 'B'
from 'B-'.  All the recovery ratings on the debt remain
unchanged," S&P stated.  "The upgrade reflects our opinion that
American Axle's credit measures will improve further over the next
12 months under the gradual recovery in North American auto
demand, and that the company's leverage will decline to 3.5x,"
said Standard & Poor's credit analyst Lawrence Orlowski.

As reported by the TCR on June 3, 2011, Moody's Investors Service
raised American Axle's Corporate Family Rating and Probability of
Default Rating to 'B1' from 'B2'.  The raising of American Axle's
CFR to B1 incorporates Moody's expectation that the company's
improved year-over-year EBIT margin will largely be sustained over
intermediate-term despite potential temporary automotive
production disruptions and high gasoline prices.


AMERICAN INT'L: Fitch Rates Jr. Subordinated Securities at 'BB-'
----------------------------------------------------------------
Fitch Ratings plans to assign 'BBB' ratings to senior unsecured
notes that are issued by American International Group, Inc. (AIG)
in connection with an exchange offer announced by the company on
Oct. 24, 2011.  The planned ratings are equivalent to Fitch's
ratings on AIG's currently outstanding senior unsecured
securities.

Under the exchange offer, holders of various series of the
company's currently outstanding junior subordinated debentures can
exchange the debentures for newly issued senior unsecured notes.
The exchange offer expires Nov. 22, 2011 (subject to extension).
Fitch's ratings on the outstanding junior subordinated securities
are 'BB-'.

Fitch believes that the exchange offer could modestly reduce AIG's
annual interest expense and improve its maturity profile depending
on the extent to which it is accepted by investors.

Additionally, AIG's financial leverage ratios could be reduced in
connection with the exchange offer since under the offer's terms,
the principal amount of any new notes issued will be less than the
principal amount of exchanged junior subordinated debentures.
Given the offer's voluntary nature and AIG's current financial
condition, Fitch does not view the offer as a distressed debt
exchange.

Fitch also notes that under its current criteria for hybrid
securities, AIG's junior subordinated debentures do not receive
equity credit when calculating financial leverage ratios.

Fitch's anticipated ratings on the notes reflect AIG's strong
competitive positions in key markets characterized by large market
shares in key business lines, wide ranging product offerings and
geographically diverse sources of revenues and earnings, and
significant benefits from economies of scale.

The ratings also reflect recent earnings and interest coverage
trends that have generally lagged those of comparably-positioned
peers and higher than peer leverage metrics.

Fitch views AIG's near-to-mid term challenges as improving its
operating earnings, especially in light of heavy catastrophe-
related losses that have reduced both AIG's, and other global non-
life insurance organizations 2011 earnings.

Fitch estimates AIG's first half 2011 operating earnings-based
interest coverage from the company's core life and non-life
insurance operations at approximately 2.4 times (x).  The agency
views this as comparatively weak for the rating category and
generally below coverage ratios generated by AIG's peers.

At June 30, 2011, AIG's Total Financing and Commitments (TFC)
ratio, a broadly defined measure of leverage, had improved to 1.5x
at June 30, 2011 compared to 2.3x at year-end 2010, largely as a
result of declines in the notional values of credit default swap
(CDS) protection written by the company's financial products unit.
However this ratio is still high compared to those of insurance
company peers.

AIG's debt-to-capital ratio at June 30, 2011, excluding debt
issued by the company's International Lease Finance Corp. (ILFC)
subsidiary and including matched funding debt, was 34%, which is
relatively high for the company's current ratings.  Excluding the
impact of match-funded debt the ratio was 17% which is well within
Fitch's guidelines for the company's current ratings.

Key rating drivers that could produce revisions in Rating Outlooks
to Positive or lead to upgrades in AIG's stand-alone Issuer
Default Rating (IDR) or its subsidiaries' Insurer Financial
Strength (IFS) ratings include:

  -- Enhanced underwriting profitability and reserve stability of
     the company's non-life insurance subsidiaries;

  -- Further stabilization of sales trends and profitability of
     the company's domestic life insurance subsidiaries;

  -- Material increases in risk-based capital ratios at either the
     domestic life insurance or the non-life insurance
     subsidiaries;

  -- Further declines in outstanding notional values of AIG
     Financial Products Corp.'s (AIGFP) CDS portfolio without
     significant liquidity or capital drains. Such a decline would
     most directly affect Fitch's view of AIG's stand-alone IDR;

  -- Further transition of AIG's capital structure and leverage to
     that of a more traditional insurance holding company
     resulting in a narrowing of the notching between insurance
     company ratings and holding company ratings. Under such a
     scenario as government support declines, per Fitch's notching
     criteria, the IDR of the holding company would migrate to one
     notch higher than the senior unsecured debt rating.

Key rating drivers that could produce a revision in the Rating
Outlook to Negative or lead to downgrades in AIG's stand-alone IDR
or its subsidiaries' IFS rating include:

  -- Declines in underwriting profitability and heightened reserve
     volatility of the company's non-life insurance subsidiaries
     that Fitch views as inconsistent with that of comparably-
     rated peers and industry trends;

  -- Deterioration in the company's domestic life subsidiaries'
     sales or profitability trends;

  -- Material declines in risk-based capital ratios at either the
     domestic life insurance or the non-life insurance
     subsidiaries;

  -- Evidence that the company's CDS portfolio run-off is not
     proceeding as currently envisioned;

  -- A deterioration in Fitch's view of the implied rating support
     provided by the U.S. Treasury's interests in AIG that is not
     fully offset from a rating perspective by improvements in
     AIG's stand-alone financial profile.

  -- AIG's inability to further transition its capital structure
     and leverage to those of a more traditional insurance holding
     company could result in a widening of the notching between
     the insurance subsidiary ratings and the holding company
     ratings.  Under such a scenario as government support
     declines, per Fitch's notching criteria AIG's senior
     unsecured debt ratings would migrate to one notch lower than
     the holding company IDR rating.


AMIDEE CAPITAL: Converted to Ch. 7; Creditors' Meet on Nov. 8
-------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
of Amidee Capital Group, Inc. on Nov. 8, 2011, at 1:00 p.m.  The
meeting will be held at Room 1107, 606 North Carancahua, Corpus
Christi, Texas.

The company originally filed for bankruptcy under Chapter 11 in
January 2010 and converted it to Chapter 7 on Sept. 28, 2011.

The Debtor conducted a court-sanctioned auction where Sterling
Bank emerged as the winning bidder for substantially all of the
Debtor's assets, with an offer of $1.99 million.  Burke
After the auction, the Debtor, Sterling Bank and Burke Oak Point
Apartments, LLC, reached an agreement to sell the assets to Burke
Oak for $2,100,000.  The bankruptcy judge approved the sale in
November 2010.

                      About Amidee Capital

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

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


ANDRONICO'S MARKETS: Can Enter into Premium Finance Agreement
-------------------------------------------------------------
The Hon. Edward D. Jellen of the U.S. Bankruptcy Court for the
Northern District of California authorized and directed
Andronico's Markets, Inc., to:

   a) enter into premium finance agreement;

   b) grant Premium Assignment Corporation, or its successor or
   assigns a first priority lien on and security interest in
   unearned premiums; and

   c) pay PAC or its successor or assigns all sums due under the
   agreement.

The Court also ordered that:

   -- without limitation, the liens, security interests and rights
in unearned premiums with respect to the insurance policies
granted under the agreement, are senior to the lien of any DIP
lender in the case and are senior to any claims sections 503,
506(b) or 507(b) of the Bankruptcy Code;

   -- if additional premiums become due to insurance companies
under the policies financed under the agreement, the Debtor and
PAC or its successor or assigns are authorized to modify the
agreement as necessary to pay the additional premiums without the
necessity of further hearing or order of the Court;

   -- in the event PAC or its assigns fail to receive any payment
due under the agreement within 15 days of the due date, the
automatic stay provided will be terminated without the necessity
of a motion, further hearing or order of the Court to permit PAC
or its successor or assigns to exercise its rights and remedies
under the agreement, including without limitation the rights to:
(a) cancel the financed insurance policy(ies), and (b) collect and
apply unearned premiums payable under the financed policy(ies) to
the balance owed under the agreement.

   -- if the collection and application of unearned premiums is
insufficient to pay the balance owed under the agreement, PAC or
its successor or assigns may within 21 days after the collection
and application of unearned premiums file a proof of claim for the
unsatisfied amount of any indebtedness under the agreement
notwithstanding the passage of any bar date for the filing of
proofs of claim.

                    About Andronico's Markets

Andronico's Markets, Inc., aka Andronico's Community Markets, is
an independent, specialty supermarket operator in the San
Francisco Bay Area.  Founded in 1929, the Company operates seven
stores in prime upscale urban and suburban locations in Berkeley
(four stores), San Francisco, Los Altos, and San Anselmo.
Andronico's is a California C-corporation, owned by Solano
Enterprises LLC.  The ownership of Solano Enterprises LLC is
divided among various Andronico family members.

Andronico's filed for Chapter 11 bankruptcy (Bankr. N.D. Calif.
Case No. 11-48963) on Aug. 22, 2011.  Judge Edward D. Jellen
oversees the case.  Attorneys at Murray & Murray, in Cupertino,
Calif., represent the Debtor as counsel.  Bailey, Elizondo &
Brinkman, LLC, serves as financial advisor.  The Official
Committee of Unsecured Creditors has tapped Winston & Strawn LLP
as its counsel.

The Debtor scheduled $18,520,090 in assets and $67,094,619 in
liabilities as of the Chapter 11 filing.

An Official Committee of Unsecured Creditors was appointed by the
U.S. Trustee on Aug. 26, 2011 and is represented by Winston &
Strawn LLP.


ANDRONICO'S MARKETS: Taps Karrie L. Bercik for Tax Law Matters
--------------------------------------------------------------
Andronico's Markets, Inc., asks the U.S. Bankruptcy Court for the
Northern District of California for permission to employ the Law
Offices of Karrie L. Bercik, JD, LLM as its special counsel.

The Debtor is in need of a counsel that specializes in tax law
issues as the Debtor has entered into a sale transaction for the
sale of all its assets.  The sale transaction will have certain
tax consequences that require analysis and resolution.

Bercik has agreed to provide these services for the Debtor:

   a. perform legal services related to matters involving tax law
   issues, including reviewing and drafting documentation and
   instruments relative to the proposed sale transaction; and

   b. provide services pertaining to other related tax law matters
   as may be required by the Debtor.

Ms. Bercik tells the Court that she charges $500 per hour.
Ms. Bercik adds that pursuant to the interim compensation order,
any payments of fees and expenses made pursuant to the procedure
that are ultimately not allowed by the Bankruptcy Court will be
immediately disgorged by Ms. Bercik and returned to the Debtor.
Ms. Bercik can respond to any disgorgement order.

To the best of the Debtor's knowledge, Ms. Bercik is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                    About Andronico's Markets

Andronico's Markets, Inc., aka Andronico's Community Markets, is
an independent, specialty supermarket operator in the San
Francisco Bay Area.  Founded in 1929, the Company operates seven
stores in prime upscale urban and suburban locations in Berkeley
(four stores), San Francisco, Los Altos, and San Anselmo.
Andronico's is a California C-corporation, owned by Solano
Enterprises LLC.  The ownership of Solano Enterprises LLC is
divided among various Andronico family members.

Andronico's filed for Chapter 11 bankruptcy (Bankr. N.D. Calif.
Case No. 11-48963) on Aug. 22, 2011.  Judge Edward D. Jellen
oversees the case.  Attorneys at Murray & Murray, in Cupertino,
Calif., represent the Debtor as counsel.  Bailey, Elizondo &
Brinkman, LLC, serves as financial advisor.  The Official
Committee of Unsecured Creditors has tapped Winston & Strawn LLP
as its counsel.

The Debtor scheduled $18,520,090 in assets and $67,094,619 in
liabilities as of the Chapter 11 filing.

An Official Committee of Unsecured Creditors was appointed by the
U.S. Trustee on Aug. 26, 2011 and is represented by Winston &
Strawn LLP.


APEX DIGITAL: Can Access Avision's Cash Collateral Until Jan. 8
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved the third stipulation authorizing Apex Digital, Inc., to
use Avision Technology Co. Limited's cash collateral until Jan. 8,
2012.

The stipulation was entered between Avision, as assignee of Kith
Electronics Limited, and the Debtor.

Pursuant to the stipulation:

   -- The Debtor was indebted to KEL as of Aug. 13, 2010, in the
principal amount of $12,067,734 plus attorney's fees in the amount
of $130,395, subject to amendment to include additional attorney's
fees which might be incurred.  The debt is secured by security
interest and lien against all of Apex's assets including Apex's
current and future accounts receivable and inventory.

   -- The Debtor will be authorized to use cash collateral in
accordance with the Budget, subject to a permitted deviance of up
to 10% of the total expenses for any week with any unused portions
to be carried over into the following week on a line-item by line-
item basis only.

   -- As adequate protection for any diminution in value of the
lenders' collateral, the Debtors will grant Avision a replacement
lien in, any and all assets of Debtor.  The replacement lien and
security interest will have the same priority, extent and validity
as Avision's liens and security interests existing in the cash
collateral used by the Debtor.

   -- Avision will also receive additional adequate protection in
the form of monthly payments of $5,000 each, which payments will
be made to Avision on each of the following dates: Oct. 9,
Nov. 13, Dec. 11, and Jan. 8.

Avision is represented by:

         David B. Shemano, Esq.
         PEITZMAN, WEG & KEMPINSKY LLP
         2029 Century Park East, Suite 3100
         Los Angeles, CA 90067
         Tel: (310) 552-3100
         Fax: (310) 552-3101
         E-mail: DShemano@pwkllp.com

                       About Apex Digital

Walnut, California-based Apex Digital, Inc., was a leading
producer and seller of consumer electronic products, including
high-definition LCD televisions, home entertainment media devices,
digital set top boxes and lighting products (e.g., solar powered
lights), which are carried and sold in hundreds of retail outlets
nationwide.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on Aug. 17, 2010.  Juliet Y. Oh, Esq., Lindley
L. Smith, Esq., Philip A. Gasteier, Esq., at Levene, Neale,
Bender, Rankin & Brill LLP, in Los Angeles, California, represent
the Debtor.  In its schedules, the Debtor disclosed $12,782,708 in
assets and $27,118,168 in liabilities, as of the Petition Date.


ARCADIA MANUFACTURING: Case Summary & Creditors List
----------------------------------------------------
Debtor: Arcadia Manufacturing Group, Inc.
        80 Cohoes Avenue
        Green Island, NY 12183

Bankruptcy Case No.: 11-13322

Chapter 11 Petition Date: October 25, 2011

Court: U.S. Bankruptcy Court
       Northern District of New York (Albany)

Judge: Robert E. Littlefield, Jr.

Debtor's Counsel: Justin A. Heller, Esq.
                  NOLAN & HELLER, LLP
                  39 North Pearl St
                  Albany, NY 12207
                  Tel: (518) 449-3300
                  E-mail: jheller@nolanandheller.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nynb11-13322.pdf

The petition was signed by William T. Sumner, chief executive
officer.


BAMBERG COUNTY MEMORIAL: Purchaser to Consolidate 2 Hospitals
-------------------------------------------------------------
Court documents in the bankruptcy case of Barnwell County Hospital
show that Barnwell has located an entity who wishes to purchase it
and another hospital, Bamberg County Memorial Hospital.  Following
the purchase, the purchaser intends to consolidate the hospitals
into one hospital which would serve both counties.  The location
of the new hospital has not yet been determined.

              About Bamberg County Memorial Hospital

Bamberg County Memorial Hospital, in Bamberg, South Carolina,
filed for Chapter 9 bankruptcy (Bankr. D. S.C. Case No. 11-03877)
on June 20, 2011.  Stanley H. McGuffin, Esq. --
smcguffin@hsblawfirm.com -- at Haynsworth Sinkler Boyd, P.A.,
serves as the Debtor's counsel.  In its petition, the Debtor
estimated $1 million to $10 million in assets and $1 million to
$10 million in debts.  The petition was signed by Danette D.
McAlhaney, MD, chairman.

                  About Barnwell County Hospital

Barnwell County Hospital in South Carolina filed for municipal
reorganization under Chapter 9 of the Bankruptcy Code (Bankr. D.
S.C. Case No. 11-06207) on Oct. 5, 2011, in Columbia, South
Carolina.  The hospital is licensed for 53 beds, although only 31
are currently operating. It also operates three rural health
clinics in southwestern South Carolina.  The hospital said it
filed because the county said it's no longer willing or able to
fund losses.  The hospital has no bonded debt.  Assets and debt
are both less than $10 million.

Judge David R. Duncan oversees the case.  Lindsey Carlbert
Livingston, Esq., and Stanley H. McGuffin, Esq., at Haynsworth
Sinkler Boyd, PA, represent the Debtor as counsel.  The petition
was signed by Charles Lowell Jowers, Sr., chairman of the
hospital's board of trustees.


BAMBOO ABBOTT: Suit v. Gilco Stays in New Jersey Bankr. Court
-------------------------------------------------------------
Bankruptcy Judge Michael B. Kaplan denied the request of Gilco
World Wide Markets, Inc., to dismiss the adversary complaint
initiated by Daniel E. Straffi, Chapter 7 Trustee of Bamboo
Abbott, Inc. d/b/a Prestige Window Fashion, for lack of proper
venue.

On June 28, 2011, the Chapter 7 Trustee filed the Adversary
Complaint seeking to avoid allegedly preferential transfers to
Gilco in the aggregate amount of $11,211.  Gilco asserts that
venue in the District of New Jersey is improper because the
Chapter 7 Trustee's action is for a business debt less than the
threshold amount prescribed by 28 U.S.C. Sec. 1409(b) as of the
filing date of the Adversary Complaint.  Gilco argues that venue
would be proper only in the district where Gilco resides, i.e.,
the District of Ohio.  The Chapter 7 Trustee contends that Sec.
1409(b) does not apply to preference actions and, therefore, the
venue provision of Sec. 1409(a) applies, which differs from Sec.
1409(b) in that it does not provide for a monetary floor for such
actions.  Alternatively, the Chapter 7 Trustee asserts that even
if Sec. 1409(b) were deemed applicable to preference actions, the
relevant date for purposes of assessing the monetary threshold set
forth by Sec. 1409(b) is the Petition Date, on which date the
statutory threshold fell below the sum demanded in the Adversary
Complaint.

The Court finds that: (i) Sec. 1409(b) does not in fact apply to
preference actions, and (ii) even if Sec. 1409(b) were to apply to
the Chapter 7 Trustee's Adversary Complaint, the Chapter 7 Trustee
satisfies the monetary threshold contained in Sec. 1409(b), as the
operative date is the Petition Date, not the date that the
Adversary Complaint was filed.

The lawsuit is, Daniel E. Straffi, Chapter 7, Trustee, v. Gilco
World Wide Markets, Adv. Proc. No. 11-02042 (Bankr. D. N.J.).  A
copy of the Court's Oct. 24, 2011 Memorandum of Law is available
at http://is.gd/DkmKiJfrom Leagle.com.

Edison, New Jersey-based Bamboo Abbott, Inc., dba Prestige Window
Fashions, filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
09-28689) on July 19, 2009.  Michael D. Sirota, Esq., at Cole,
Schotz, Meisel, Forman & Leonard, represented the Debtor in its
restructuring efforts.  In its petition, the Debtor estimated
assets and debts both ranging from $10 million to $50 million.
The Court entered an order converting the Debtor's case to a
Chapter 7 proceeding on March 2, 2010, and, on March 4, 2010,
appointed Daniel E. Straffi as the Chapter 7 Trustee.


BARNWELL COUNTY HOSPITAL: Purchaser to Consolidate 2 Hospitals
--------------------------------------------------------------
Court documents in the bankruptcy case of Barnwell County Hospital
show that Barnwell has located an entity who wishes to purchase it
and another hospital, Bamberg County Memorial Hospital.  Following
the purchase, the purchaser intends to consolidate the hospitals
into one hospital which would serve both counties.  The location
of the new hospital has not yet been determined.

              About Bamberg County Memorial Hospital

Bamberg County Memorial Hospital, in Bamberg, South Carolina,
filed for Chapter 9 bankruptcy (Bankr. D. S.C. Case No. 11-03877)
on June 20, 2011.  Stanley H. McGuffin, Esq. --
smcguffin@hsblawfirm.com -- at Haynsworth Sinkler Boyd, P.A.,
serves as the Debtor's counsel.  In its petition, the Debtor
estimated $1 million to $10 million in assets and $1 million to
$10 million in debts.  The petition was signed by Danette D.
McAlhaney, MD, chairman.

                  About Barnwell County Hospital

Barnwell County Hospital in South Carolina filed for municipal
reorganization under Chapter 9 of the Bankruptcy Code (Bankr. D.
S.C. Case No. 11-06207) on Oct. 5, 2011, in Columbia, South
Carolina.  The hospital is licensed for 53 beds, although only 31
are currently operating. It also operates three rural health
clinics in southwestern South Carolina.  The hospital said it
filed because the county said it's no longer willing or able to
fund losses.  The hospital has no bonded debt.  Assets and debt
are both less than $10 million.

Judge David R. Duncan oversees the case.  Lindsey Carlbert
Livingston, Esq., and Stanley H. McGuffin, Esq., at Haynsworth
Sinkler Boyd, PA, represent the Debtor as counsel.  The petition
was signed by Charles Lowell Jowers, Sr., chairman of the
hospital's board of trustees.


BARNWELL COUNTY HOSPITAL: Citizens' Group Denied Standing
---------------------------------------------------------
Bankruptcy Judge David R. Duncan denied pleadings filed by a group
of citizens formed for the purpose of attempting to keep the
Barnwell County hospital open and operating in its current
location.  The Court said the so-called Ad Hoc Committee to Save
the Barnwell County Hospital is not a party in interest in the
Debtor's chapter 9 bankruptcy case and has no standing.

The Committee had asked the Court to reconsider its order
establishing a discovery schedule and deadlines, and to determine
that the group is a party in interest for purposes of objecting to
the hospital's eligibility as a Chapter 9 debtor.

Currently comprised of between 900 and 1200 members and still
increasing in number, the Committee alleges that its members will
be severely harmed if the current location of the hospital is
closed.  The Committee argues that the Debtor is not eligible for
chapter 9 relief and contests the Debtor's good faith in filing
the case.  The Committee also objects to the planned sale of the
hospital.

The Debtor has located an entity who wishes to purchase it and
another hospital, Bamberg County Memorial Hospital, which also has
a chapter 9 case pending before the Court, In re Bamberg County
Memorial Hospital, Case No. 11-03877 (Bankr. D. S.C.), filed June
20, 2011.  Following the purchase, the purchaser intends to
consolidate the hospitals into one hospital which would serve both
counties.  The location of the new hospital has not yet been
determined.

According to Judge Duncan, despite the Court's finding that the
Committee is not a party in interest such that it may contest the
Debtor's eligibility, the Court has a responsibility to
independently evaluate the Debtor's eligibility to pursue a
chapter 9 case.  As a result, the Court held the Debtor will bear
the burden of proving to the Court that it meets all eligibility
requirements set forth in 11 U.S.C. Sec. 109(c).  The deadline to
contest the Debtor's eligibility is Nov. 11, 2011.  If the Debtor
fails to meet its burden, its case will be dismissed.

A copy of the Court's Oct. 27, 2011 Order is available at
http://is.gd/TqMm0zfrom Leagle.com.

                  About Barnwell County Hospital

Barnwell County Hospital in South Carolina filed for municipal
reorganization under Chapter 9 of the Bankruptcy Code (Bankr. D.
S.C. Case No. 11-06207) on Oct. 5, 2011, in Columbia, South
Carolina.  The hospital is licensed for 53 beds, although only 31
are currently operating. It also operates three rural health
clinics in southwestern South Carolina.  The hospital said it
filed because the county said it's no longer willing or able to
fund losses.  The hospital has no bonded debt.  Assets and debt
are both less than $10 million.

Judge David R. Duncan oversees the case.  Lindsey Carlbert
Livingston, Esq., and Stanley H. McGuffin, Esq., at Haynsworth
Sinkler Boyd, PA, represent the Debtor as counsel.  The petition
was signed by Charles Lowell Jowers, Sr., chairman of the
hospital's board of trustees.


BEAR MOUNTAIN: Hiring Davidson Backman as Bankruptcy Counsel
------------------------------------------------------------
Bear Mountain Ranch Holdings, LLC, f/k/a Bear Mountain, L.L.C.,
and d/b/a Bear Mountain Orchards, asks the court for authority to
employ Davidson Backman Medeiros PLLC as bankruptcy counsel.

The Debtor wants Davidson Backman to assist and advise in:

   -- consultations with creditors regarding the administration
      of the Chapter 11 case;

   -- any manner relevant to a review of Bear Mountain Ranch
      Holdings, LLC's leases and other contractual obligations,
      and asset dispositions;

   -- any issues associated with the acts, conduct, assets,
      liabilities, and financial condition of Bear Mountain Ranch
      Holdings, LLC;

   -- the negotiation, formulation, and drafting of any Plan
      of Reorganization;

   -- the performance of all of its duties and powers under the
      Bankruptcy Code and the Bankruptcy Rules and in the
      performance of such other services as are in the interests
      of Bear Mountain Ranch Holdings, LLC;

   -- litigation matters or real estate matters as requested;
      and other necessary advice and services as Bear Mountain
      Ranch Holdings, LLC may require in connection with its
      Chapter 11 case.

Billing rates for attorneys range from $225 to $375 per hour, with
rates for legal assistants ranging from $90 to $125 per hour.  The
Debtor is responsible for all costs and expenses incurred in the
course of representation, subject to Court approval.

The Debtor asserts that Davidson Backman is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Chelan, Washington-based Bear Mountain Ranch Holdings LLC -- fka
Bear Mountain LLC and dba Bear Mountain Orchards -- filed for
Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No. 11-04354) on
Sept. 1, 2011, before Judge Patricia C. Williams.  Barry W.
Davidson, Esq. -- cnickerl@dbm-law.net -- at Davidson Backman
Medeiros PLLC, serves as the Debtor's counsel.

Robert D. Miller Jr., the United States Trustee for the Eastern
District of Washington, in Spokane, failed to appoint an official
committee of unsecured creditors.


BERNARD L. MADOFF: Net Winner Appeals for Some of Picower's $7.2BB
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports a customer of Bernard L. Madoff Investment Securities Inc.
who took out more than she invested filed an appellate brief on
Oct. 28 attempting to overturn an agreement by the estate of the
late Jeffrey M. Picower to forfeit $2.2 billion to the U.S.
government and pay $5 billion to the Madoff trustee.

According to the report, the customer, Adele Fox, is appealing to
the U.S. Court of Appeals in Manhattan.  Ms. Fox claims she
represents a class of 3,000 customers who want part of Mr.
Picower's $7.2 billion, even though they took out more than they
invested and received profits that in reality represented money
stolen from other customers.  Ms. Fox's appeal is preventing
Irving Picard, the Madoff trustee, from distributing $5 billion to
customers who didn't take out their investments.

The report discloses that Ms. Fox is appealing a ruling in May by
U.S. District Judge Thomas P. Griesa, who held that her status as
a so-called net winner didn't give her the right to intervene in
the government's forfeiture action.

Judge Griesa, according to the report, said in his opinion that
"Fox's main goal appears to be to challenge the treatment of net
winners."  The judge said Ms. Fox's proper course of action was to
appeal the ruling that limited customer claims to the difference
between the amount invested and the amount taken out.

Mr. Rochelle recounts that the U.S. Court of Appeals ruled in
August that Mr. Picard was correct in how he calculates customer
claims.  As a result, net winners like Ms. Fox will have general
unsecured claims to receive payment only after claims of so-called
net losers are fully paid.  Other customers are asking for
rehearing of the August ruling before all active judges on the
Court of Appeals.

The appeal in the circuit court is Fox v. $7,206,157,717 on
deposit at JPMorgan Chase Bank NA, 11-2898, U.S. Court of
Appeals for the Second Circuit (Manhattan).  The forfeiture
action in Judge Griesa's court is U.S. v. $7,206,157 on Deposit at
JPMorgan Chase Bank NA, 10-9398, U.S. District Court, Southern
District New York (Manhattan).

                     About Bernard L. Madoff

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


BILTMORE INVESTMENTS: Serefex Suit Transferred to North Carolina
----------------------------------------------------------------
District Judge Martin Reidinger directed Biltmore Investments,
Ltd., to notify the Court in writing on or before Feb. 29, 2012,
of the status of its bankruptcy proceeding.

Judge Reidinger oversees the lawsuit, SEREFEX CORPORATION,
v. BILTMORE INVESTMENTS, LTD., Civil Case No. 1:11cv255
(W.D.N.C.), which was transferred upon the order of the Hon. John
E. Steele.  The lawsuit was filed in 2008 in the United States
District Court for the Middle District of Florida.  Biltmore was
added as a defendant in March 2009. The action arises from a stock
exchange agreement entered into between Serefex and Hickman
Systems, Inc. in 2007.  Biltmore is alleged to have acted as a
broker for the agreement.

In August 2010, default judgments were taken against the other
named defendants in the action, leaving Biltmore as the only
remaining defendant.  In February 2011, Biltmore notified the
Court of its bankruptcy filing.  In March 2011, the District Court
in Florida entered an Order staying the lawsuit, terminating all
previously filed motions and scheduled deadlines and ordering
Biltmore to notify the Court of the status of the bankruptcy case
on or before Feb. 29, 2012.  The case was then transferred to the
Western District of North Carolina Court on Oct. 3, 2011.

Biltmore has brought an adversary proceeding in the United States
Bankruptcy Court for the Western District of North Carolina
against two of the parties against whom Serefex has obtained
default judgments in the lawsuit. [Biltmore Investments, Ltd. v.
David D'Anza, Hickman Holdings, L.P., AP 11-01021].

Serefex also has moved to intervene in that adversary proceeding
as a party in interest to defend against the allegations made
against D'Anza and Hickman Holdings.

The transferred case remains stayed by the previous Order of Judge
Steele. The Court, however, directs that counsel advise whether
the motion to intervene in the Adversary Proceeding is granted or
denied. The Court also notes that counsel were notified to file a
motion for pro hac vice admission on or before October 14, 2011
and have not done so.

A copy of the Court's Oct. 20, 2011 Order is available at
http://is.gd/Hpr2Xofrom Leagle.com.

                    About Biltmore Investments

Biltmore Investments, LTD., based in Hendersonville, North
Carolina, filed for Chapter 11 bankruptcy (Bankr. W.D.N.C. Case
No. 11-10053) on Jan. 26, 2011.  Judge George R. Hodges presides
over the case.  Edward C. Hay, Jr., Esq. -- ehay@phhlawfirm.com --
at Pitts, Hay & Hugenschmidt, P.A., serves as the Debtor's
bankruptcy counsel.  It scheduled assets of $2,091,502 and debts
of $1,543,320.  The petition was signed by Watter T. McGee,
president.


BRIGHAM EXPLORATION: Fargo to Buy Common Shares at $36.5 Apiece
---------------------------------------------------------------
Brigham Exploration Company filed with the U.S. Securities and
Exchange Commission a Tender Offer Statement on Schedule TO
relating to the offer by Fargo Acquisition Inc., a wholly owned
subsidiary of Statoil ASA, to purchase all of the shares of common
stock, par value $0.01 per share, of the Company, that are issued
and outstanding at a price of $36.50 per Share, in cash upon the
terms and subject to the conditions set forth in the offer to
purchase, dated Oct. 28, 2011, a copy of which is available for
free at http://is.gd/WrWaOB

The Offer is being made pursuant to the Agreement and Plan of
Merger, dated as of Oct. 17, 2011, by and among Statoil ASA, Fargo
Acquisition and the Company.

The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, at the end of Wednesday, Nov. 30, 2011, unless the
Offer is extended.

                     About Brigham Exploration

Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP)
-- http://www.bexp3d.com/-- is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore
oil and natural gas reserves.  In late 2007, the majority of the
Company's drilling capital expenditures shifted from its
historically active areas in the Onshore Gulf Coast, the Anadarko
Basin and West Texas to the Williston Basin in North Dakota and
Montana, where the Company is currently targeting the Bakken,
Three Forks and Red River objectives.

The Company reported net income of $42.89 million on
$169.72 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $122.99 million on $70.34 million of
revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.60 billion
in total assets, $931.54 million in total liabilities and $668.94
million in total stockholders' equity.

                         *     *     *

As reported by the TCR on Feb. 18, 2011, Moody's Investors Service
upgraded Brigham Exploration Company's Corporate Family Rating to
B3 from Caa1 and the Probability of Default Rating to B3 from
Caa1.  "The primary driver for the upgrade is Brigham's strong
reserve and production growth and significant financial
flexibility," said Francis J.  Messina, Moody's Vice President.
"The B3 Corporate Family Rating is prospective and it incorporates
Moody's expectation that the company will significantly increase
proved developed reserves and production rates over the next two
years."


CARGO ACQUISITION: Moody's Confirms 'Ba2' Debt Ratings
------------------------------------------------------
Moody's Investors Service confirmed the Ba2 ratings assigned to
the senior secured debt of Cargo Acquisition Companies Obligated
Group (Cargo or the Group) and the Ba3 rating assigned to the
Group's subordinate debt. This completes the review for possible
downgrade. The outlook is negative.

RATINGS RATIONALE

The confirmation reflects what appears to be the leveling of the
Group's vacancy rate at its facilities, albeit at a high level by
historical standards; the slight improvement in the revenue line
in the last quarter of fiscal 2010-2011 ending in June 2011
reflecting the Group's efforts to attract new tenants, especially
new tenants whose business is not as linked to the domestic air
cargo business; the expectation that the Group should be able to
maintain debt service coverage ratios (DSCR's) in the coming
fiscal year just at or above the minima required for
distributions; and finally, but not the least, evidence that the
owners are injecting some equity to finance some capital
expenditures in order to attract new tenants, and an understanding
that this will continue in the coming year.

The outlook is negative reflecting the weak conditions in the
domestic air cargo industry and overall weak economic conditions
which will still stress the ability of the Group to renew existing
leases as they mature. It also reflects the increasing debt
service burden faced by the Group in the coming years.

Moody's expectation is that the DSCR's will remain, at best, close
to the minima required for distribution in the foreseeable future.
The last twelve month DSCR stood at 1.23x consolidated and 1.63x
senior and is expected to remain roughly at that level in fiscal
2011-2012, based on the company's projections. Stopping
distributions would help preserve some cash -albeit limited- and
Moody's notes the presence of a one year funded debt service
reserve fund. These features, along with the owner's support for
capital expenditure financing, should allow Cargo to put in place
its plan to attract new tenants to its facilities. The extent to
which Cargo is successful implementing this strategy will dictate
where the ratings will go.

Further pressure on the ratings will be exerted if the DSCR
resumes its deterioration and/or if the vacancy rate remains at or
slips below current levels. As well, Moody's notes that any lack
of equity support for the capital expenditures which are needed in
the coming year will also result in rating pressure.

Conversely the rating or the outlook could improve if the
aggregate vacancy rate declines to less than 23% (on a
consolidated buildings, offices and ramps basis) and if the DSCR
improves on a sustained basis back to original expectations of
1.95x (Senior) and 1.45x (consolidated).

The last rating action was on May 25, 2011 when the ratings of the
debt issued by the Group were downgraded and the ratings were
placed under review for further downgrade.

The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.

Cargo Acquisition Companies Obligated Group is comprised of
fourteen entities (each a member) that are wholly-owned
subsidiaries of Cargo Acquisition Company, a 100% subsidiary of
CalEast Air Cargo, LLC. Each of the Group's member was formed for
the purpose of developing and operating air cargo facilities.
Aeroterm US, Inc. serves as property and development manager at
each of the properties.


CENTAUR LLC: Sues Developers for $20MM Over Land Deal
-----------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Casino and
racetrack operator Centaur LLC is suing to recover $20 million
over a real-estate deal that stuck the company with a 250-acre
swath of overpriced Pennsylvania land where it once planned to
build another gambling operation.

                       About Centaur LLC

Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana,
LLC -- http://www.centaurgaming.net/-- was involved in the
development and operation of entertainment venues focused on horse
racing and gaming.  The Company and its affiliates filed for
Chapter 11 bankruptcy protection on March 6, 2010 (Bankr. D. Del.
Case No. 10-10799).  Jeffrey M. Schlerf, Esq., at Fox Rothschild
LLP, assists the Company in its restructuring effort.  The Company
disclosed assets of $584 million and debt of $681 million as of
the Petition Date.

Affiliates Centaur PA Land LP and Valley View Downs LP filed for
bankruptcy reorganization in October 2009 to keep alive a project
to develop a racetrack in Pennsylvania.  The filings were made
following the failure to make payments due in October on a
$382.5 million first-lien debt and a $192 million second-lien
credit.

All the companies are subsidiaries of closely held Centaur Inc.,
which isn't in bankruptcy.

Centaur LLC was authorized in August 2010 to sell the Fortune
Valley Hotel & Casino 40 miles west of Denver to Luna Gaming
Central City LLC for $7.5 million cash, plus a $2.5 million note.

The Debtor obtained approval of its reorganization plan at a
Feb. 18, 2011 confirmation hearing.  The Plan would slash the
casino operator's debt by two-thirds to $260 million.  The Plan,
as revised, is based on a settlement reached by the Debtors with
the Official Committee of Unsecured Creditors, the settlement was
entered among the Debtors, the Official Committee of Unsecured
Creditors, and Credit Suisse AG, Cayman Islands Branch, as
administrative agent and collateral agent for lenders that
provided first lien revolving credit and term loans prepetition.
Under the Plan, second-lien lenders are to split $3.4 million in
notes that pay in kind.  Unsecured creditors of Valley View Downs
now will receive the lesser of 50% paid in cash or a share of $1.5
million cash.  Other general unsecured creditors also will have
the lesser of half payment or sharing $650,000 in cash.


CITIZENS REPUBLIC: Posts $32.9 Million Net Income in 3rd Quarter
----------------------------------------------------------------
Citizens Republic Bancorp, Inc., reported net income of
$32.94 million on $101.47 million of total interest income for the
three months ended Sept. 30, 2011, compared with a net loss of
$62.47 million on $118.76 million of total interest income for the
same period a year ago.

The Company also reported a net loss of $11.57 million on
$308.49 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $186.77 million on
$370.42 million of total interest income for the same period
during the prior year.

The Company reported a net loss of $292.9 million on
$329.1 million of net interest income for 2010, compared with a
net loss of $514.2 million on $310.4 million of net interest
income for 2009.

The Company's balance sheet at Sept. 30, 2011, showed $9.60
billion in total assets, $8.59 billion in total liabilities and
$1.01 billion in total shareholders' equity.

"We are very pleased to report another quarter of solid
profitability.  Our profits this quarter were driven by loan
growth, maintaining fee income, continued expense management and
margin expansion.  Results over the past two quarters reflect our
continued success in executing our strategies," commented Cathleen
Nash, president and chief executive officer.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/8o7oUx

                     About Citizens Republic

Flint, Michigan-based Citizens Republic Bancorp, Inc., is a
diversified banking and financial services company that is
registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended.  Citizens provides a full range
of banking and financial services to individuals and businesses
through its banking subsidiary, Citizens Bank.

                         *      *     *

As reported in the TCR on Feb. 8, 2011, Fitch Ratings downgraded
the long-term and short-term Issuer Default Ratings for Citizens
Republic Bancorp, Inc., and its principal banking subsidiaries to
'CCC/C' from 'B-/B', respectively.


CLEARWIRE CORP: Benjamin Wolff Resigns from Board of Directors
--------------------------------------------------------------
Benjamin G. Wolff informed Clearwire Corporation of his decision
to resign from his position on the Company's Board of Directors
effective Oct. 24, 2011.  Mr. Wolff was originally nominated to
his position by Eagle River Holdings, LLC, pursuant to the
Equityholders' Agreement dated Nov. 28, 2008, by and among the
Company, Sprint Nextel Corporation, Intel Corporation, Google
Inc., Comcast Corporation, Time Warner Cable Inc., Bright House
Networks LLC, and Eagle River.  Mr. Wolff has served in a variety
of capacities at the Company and its predecessor entity since
2004, including as a member of the Board of Directors, as
Executive Vice President, President, Co-CEO, CEO and Co-Chairman.
Mr. Wolff's decision to resign is not due to any disagreements
with the Company on any matters relating to the Company's
operations, policies, or practices.  Eagle River retains the right
under the Equityholders' Agreement to nominate a director to
replace Mr. Wolff, and has informed the Company that it expects to
nominate a replacement.

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a leading provider of wireless broadband
services.  Clearwire's 4G mobile broadband network serves 68
markets, including New York City, Los Angeles, Chicago, Dallas,
Philadelphia, Houston, Miami, Washington, D.C., Atlanta and
Boston.

The Company reported a net loss of $2.30 billion on
$556.82 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $1.25 billion on $274.46 million of
revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $9.11 billion
in total assets, $5.02 billion in total liabilities, and
$4.08 billion in total stockholders' equity.

                          *     *     *

As reported by the Troubled Company Reporter on Nov. 11, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating, and all other ratings, on Clearwire Corp. to 'CCC' from
'B-'.  At the same time, S&P revised the CreditWatch listing on
the company from negative to developing.  S&P had initially placed
the ratings on CreditWatch with negative implications on Oct. 6,
2010, based on S&P's view that Clearwire faced significant near-
term liquidity risks.

The downgrade follows the Company's disclosure -- in its Form 10-Q
for quarter ended Sept. 30, 2010 -- regarding the uncertainty
about its ability to obtain additional capital and continue as a
going concern.  In Clearwire's 2010 third-quarter earnings report
and conference call, the company indicated that it expected to run
out cash by mid-2011, which is consistent with S&P's earlier
comments.  Cash totaled around $1.4 billion as of Sept. 30, 2010.


CONGRESSIONAL HOTEL: Has Interim Use to Citizens Cash Collateral
----------------------------------------------------------------
The Hon. Paul Mannes of the U.S. Bankruptcy Court for the District
of Maryland authorized, on an interim basis, Congressional Hotel
Corporation and CASCO Hotel Group, LLC, to use their accounts,
cash and cash equivalents, and proceeds in which Citizens Bank of
Pennsylvania holds a security interest, until Nov. 15, 2011.

As reported in the Troubled Company Reporter on Sept. 23, 2011, as
of the Petition Date, the Debtors were indebted to Citizens
Bank for no less than $14 million pursuant to certain pre-
bankruptcy loan documents.  The Debtors also granted to Citizens a
security interest in and lien on all of their right, title and
interest in their assets, inventory, and cash and cash
equivalents, which constitute cash collateral within the meaning
of Section 363 of the Bankruptcy Code.

The Debtors will use the cash collateral pursuant to a prepared
budget.

The Debtors also ask the Court to grant Citizens:

  -- adequate protection, retroactive to the Petition Date, of
     its interest in the Prepetition Collateral, including the
     cash collateral in an amount equal to the aggregate
     diminution in value of those interests; and

  -- an allowed superpriority claim under Section 507(b) of the
     Bankruptcy Code against the Debtors and all property of
     their estates, in an amount equal to the Diminution in Lien
     Value with priority in payment over any and all
     administrative expenses.

The Court also ordered that pursuant to the agreement of sale, if
the purchaser fails to consummate the transaction due to default
by the purchaser beyond the expiration of the applicable notice
and cure period, the deposit will be transferred from the escrow
agent to the Debtors and the Debtors will retain the deposit for
the benefit of Citizens and will not use the Deposit without
Citizens' prior written consent or further order of the Court.

Citizens will receive, adequate protection payments, in an amount
equal to the monthly debt service under the Prepetition Loan
Documents (to wit, $24,201) on or before the first day of each
calendar month.

A full-text copy of the cash collateral order is available for
free at:

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

         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.  It declared assets
and liabilities each in the range of $10 million to $50 million.
Congressional Hotel scheduled $709,121 in assets and $19,883,667
in debts.  James Greenan, Esq., at McNamee Hosea, represents
Congressional Hotel.

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.

The U.S. Trustee said that an official committee has not been
appointed in the bankruptcy case of Congressional Hotel because an
insufficient number of persons holding unsecured claims against
the Debtor expressed interest in serving on a committee.  The U.S.
Trustee reserves the right to appoint such a committee should
interest developed among the creditors.


CONTECH CONSTRUCTION: May Violate Loan Covenants, Says S&P
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Goldman Sachs
Mezzanine Partners-backed Contech Construction Products Inc. may
not be able to comply with its financial covenants in the near
term, according to Standard & Poor's Ratings Services.

Headquartered in West Chester, Ohio, Contech Construction
Products, Inc. -- http://www.contech-cpi.com/-- makes,
distributes, and installs civil engineering products related to
environmental storm water, drainage, bridges, walls, and earth
stabilization.  Contech has dealers, distributors, or
manufacturing plants in all 50 U.S. states and a national sales
organization of more than 350 people.  Investment firm Apax
Partners owns Contech.


DALLAS STARS: Employs Richards Layton as Bankruptcy Co-Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Dallas Stars L.P. and its debtor-affiliates to employ
Richards Layton & Finger P.A. as co-counsel, nunc pro tunc to the
Petition Date.

As co-counsel, Richards Layton will:

   -- advise the Debtors of their rights, powers, and duties as
      debtors and debtors-in-possession in the continued
      operation of their business and management of their
      properties;

   -- take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of disputes in which
      the Debtors are involved, and the preparation of objections
      to claims filed against the Debtors' estates;

   -- prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders, reports, and papers in
      connection with the administration of the Debtors' estates;

   -- attend meetings and negotiations with representatives of
      creditors, equity holders, prospective investors or
      acquirers, and other parties in interest;

   -- appear before the Court, any appellate courts, and the
      Office of the United States Trustee to protect the
      interests of the Debtors; and

   -- perform all other necessary legal services in connection
      with the Chapter 11 cases.

Before the Petition Date, the Debtors paid Richards Layton
$125,000 in contemplation of the Chapter 11 cases.  The Retainer
will not be expended for prepetition services and disbursements
and will be treated as an evergreen retainer to be held by
Richards Layton as security throughout the Chapter 11 Cases until
fees and expenses are awarded by final order.

The principal professionals and paraprofessionals designated to
represent the Debtors and their current standard hourly rates are:

     John H. Knight                         $600
     Zachary I. Shapiro                     $315
     Julie A. Finocchiaro                   $255
     Robyn K. Sinclair                      $200

John H. Knight, Esq., a director of Richards Layton, assured the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                        About Dallas Stars

Frisco, Texas-based Dallas Stars, L.P. -- http://stars.nhl.com/--
operates as a professional men's ice hockey team.  The company was
formerly known as Minnesota North Stars and changed its name to
Dallas Stars, L.P. in 1993.

Dallas Stars and three affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 11-12935 to 11-12938) on Sept. 15, 2011.
The affiliates are Dallas Arena LLC, Dallas Stars U.S. Holdings
Corporation, and StarCenters LLC.  Judge Peter J. Walsh presides
over the cases.  Martin A. Sosland, Esq., and Ronit J. Berkovich,
Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel
to the Debtors.  John H. Knight, Esq., at Richards Layton &
Finger, P.A., serves as the Debtors' Delaware counsel.  The Garden
City Group, Inc., serves as the notice, claims, and solicitation
agent.  KPMG LLP serves as the Debtors' auditor, tax advisor, and
bankruptcy administration consultant.

Dallas Stars estimated $100 million to $500 million in assets and
debts in its petition.  The petitions were signed by Robert L.
Hutson, chief financial officer.

The team is owned by Dallas businessman Thomas O. Hicks' HSG
Sports Group.  Mr. Hicks was the former owner of the Texas
Rangers.  The Texas Rangers were sold in a bankruptcy court-
supervised auction to a group led by Hall of Fame pitcher Nolan
Ryan for $593 million.

The Stars are the second NHL team to file for bankruptcy since
2009, after the Phoenix Coyotes.

Counsel to JP Morgan Chase Bank, N.A., as Prepetition First Lien
Agent, is Mitchell A. Seider, Esq., and Joseph Fabiani, Esq., at
Latham & Watkins LLP.  Its Delaware counsel is Michael R.
Lastowski, Esq., at Duane Morris LLP.

First lien lender Monarch Alternative Capital LLC is represented
by Andrew M. Leblanc, Esq., at Milbank Tweed Hadley and McCloy
LLP.

Counsel to the NHL are Thomas W. Gowan, Esq., and J. Gregory
Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP.

Counsel to GSP Finance LLC, as successor in interest to Barclays
Bank PLC, as Prepetition Second Lien Agent, is Jason Young, Esq.,
at Clifford Chance US LLP.


DALLAS STARS: Employs Weil Gotshal as Bankruptcy Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Dallas Stars L.P. and its debtor-affiliates to employ
Weil Gotshal & Manges LLP as bankruptcy counsel nunc pro tunc to
the Petition Date.

As the Debtors' bankruptcy counsel, Weil Gotshal will:

   -- take all necessary actions to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of disputes in which
      the Debtors are involved, and the preparation of objections
      to claims, if any, filed against the Debtors' estates;

   -- prepare on behalf of the Debtors, as debtors in possession,
      all necessary motions, applications, answers, orders,
      reports, and other papers in connection with the
      administration of the Debtors' estates;

   -- take all necessary or appropriate actions in connection
      with a plan or plans of reorganization and related
      disclosure statements and all related documents, and any
      further actions as may be required in connection with the
      administration of the Debtors' estates; and

   -- perform all other necessary legal services in connection
      with the prosecution of the Chapter 11 Cases.

As of the Petition Date, Weil Gotshal held approximately $271,616
of advance retainer in a trust account to be applied against
professional fees and expenses incurred in connection with the
Chapter 11 Cases.

Weil Gotshal's current customary hourly rates, subject to change
from time to time, are $760 to $1,075 for members and counsel,
$430 to $750 for associates, and $175 to $310 for
paraprofessionals.

Martin A. Sosland, Esq., a member of Weil Gotshal assured the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                        About Dallas Stars

Frisco, Texas-based Dallas Stars, L.P. -- http://stars.nhl.com/--
operates as a professional men's ice hockey team.  The company was
formerly known as Minnesota North Stars and changed its name to
Dallas Stars, L.P. in 1993.

Dallas Stars and three affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 11-12935 to 11-12938) on Sept. 15, 2011.
The affiliates are Dallas Arena LLC, Dallas Stars U.S. Holdings
Corporation, and StarCenters LLC.  Judge Peter J. Walsh presides
over the cases.  Martin A. Sosland, Esq., and Ronit J. Berkovich,
Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel
to the Debtors.  John H. Knight, Esq., at Richards Layton &
Finger, P.A., serves as the Debtors' Delaware counsel.  The Garden
City Group, Inc., is the notice, claims, and solicitation agent.
KPMG LLP serves as the Debtors' auditor, tax advisor, and
bankruptcy administration consultant.

Dallas Stars estimated $100 million to $500 million in assets and
debts in its petition.  The petitions were signed by Robert L.
Hutson, chief financial officer.

The team is owned by Dallas businessman Thomas O. Hicks' HSG
Sports Group.  Mr. Hicks was the former owner of the Texas
Rangers.  The Texas Rangers were sold in a bankruptcy court-
supervised auction to a group led by Hall of Fame pitcher Nolan
Ryan for $593 million.

The Stars are the second NHL team to file for bankruptcy since
2009, after the Phoenix Coyotes.

Counsel to JP Morgan Chase Bank, N.A., as Prepetition First Lien
Agent, is Mitchell A. Seider, Esq., and Joseph Fabiani, Esq., at
Latham & Watkins LLP.  Its Delaware counsel is Michael R.
Lastowski, Esq., at Duane Morris LLP.

First lien lender Monarch Alternative Capital LLC is represented
by Andrew M. Leblanc, Esq., at Milbank Tweed Hadley and McCloy
LLP.

Counsel to the NHL are Thomas W. Gowan, Esq., and J. Gregory
Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP.

Counsel to GSP Finance LLC, as successor in interest to Barclays
Bank PLC, as Prepetition Second Lien Agent, is Jason Young, Esq.,
at Clifford Chance US LLP.


DEE ALLEN RANDALL: Court Permits Ch. 11 Trustee to Conduct Probe
----------------------------------------------------------------
The Bankruptcy Court issued five separate orders granting the
request of Gil A. Miller -- the duly appointed trustee in the
Chapter 11 cases of Dee Allen Randle and those of his affiliated
entities, Horizon Auto Funding, LLC, Independent Commercial
Lending LLC, Horizon Financial Center I LLC, Horizon Mortgage and
Investment Inc. and Horizon Financial & Insurance Group Inc. -- to
conduct an examination of and seek production of documents from
Dee Allen Randall, Keith Arnell, Patricia L. Randall, Sarah
Bradshaw and Matthew D. Randall.  Mr. Miller's motions were filed
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.

The documents must be produced by Nov. 4.  The examination will be
conducted Nov. 7 to 10.

The oral examination will relate to the acts, conduct or property
of Dee Allen Randall or the Randall entities and their bankruptcy
estates, the liabilities and financial condition of Mr. Randall
and the Randall Entities and their bankruptcy estates, and any
matter which may affect the administration of the bankruptcy
estates in the Randall Case or the Randall Entity Cases, and Mr.
Randall's entitlement to a discharge.

                About Dee Allen Randall et al.

Dee Allen Randall in Kaysville, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 10-37546) on Dec. 20, 2010.
Judge R. Kimball Mosier presides over the case, seeking to
forestall creditors while he reorganized his finances.  His
companies include Horizon Mortgage & Investment, Horizon Financial
& Insurance Group and Horizon Auto Funding.  Andres Diaz, Esq. --
courtmail@adexpresslaw.com -- at 1 on 1 Legal Services, served as
Mr. Randall's counsel.  In his petition, Mr. Randall estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.

Mr. Randall claims he was conducting a "legal Ponzi scheme," but
authorities are investigating him for possible violations of the
law in an operation that took in $65 million from 700 or so
investors.

Gil A. Miller was appointed as Chapter 11 trustee for Mr.
Randall's bankruptcy estate.  On Oct. 12, 2011, Mr. Miller placed
Mr. Randall's corporate entities -- Horizon Auto Funding, LLC,
Independent Commercial Lending LLC, Horizon Financial Center I
LLC, Horizon Mortgage and Investment Inc. and Horizon Financial
& Insurance Group Inc. -- in bankruptcy by filing separate
Chapter 11 petitions (Bankr. D. Utah Case Nos. 11-34826, 11-34830,
11-34831, 11-34833 and 11-34834).  Judge Joel T. Marker presides
over the 2010 and 2011 cases.  Michael R. Johnson, Esq., Brent D.
Wride, Esq., and David H. Leigh, Esq. -- mjohnson@rqn.com ,
bwride@rqn.com and dleigh@rqn.com -- at Ray Quinney & Nebeker
P.C., serve as counsel to the Chapter 11 Trustee.  Mr. Miller has
requested for the joint administration of Mr. Randall's and the
corporate debtors' cases for procedural purposes.



DELPHI CORP: DPH Files Report For 3rd Quarter 2011 Results
----------------------------------------------------------
DPH Holdings Corp. and its affiliates submitted to Judge Robert
D. Drain of the U.S. Bankruptcy Court for the Southern District
of New York on October 26, 2011, a consolidated operating report
for the quarter period ended September 30, 2011.

DPH Holdings President John C. Brooks disclosed that the
Reorganized Debtors posted an operating loss of $3 million for
the third quarter of 2011.

                 DPH Holdings Corp., et al.
                 Schedule of Disbursements
            Three Months Ended September 30, 2011

DPH Holdings Corp.                           $11,930,000
ASEC Manufacturing General Partnership                 0
ASEC Sales General Partnership                         0
DPH Medical Systems Colorado LLC                       0
DPH Medical Systems Texas LLC                          0
DPH Medical Systems LLC                                0
Specialty Electronics International Ltd                0
Specialty Electronics, LLC                             0
DPH Mechatronic Systems, LLC                           0
DPH-DAS Overseas LLC                                   0
DPH-DAS (Holding), LLC                                 0
DPH Diesel Systems LLC                                 0
DPH Connection Systems LLC                             0
DPH-DAS Services LLC                                   0
DPH-DAS Human Resources LLC                            0
DPH-DAS LLC                                            0

Mr. Brooks related that disbursements were allocated to the
legal entities but all disbursements are being made by DPH
Holdings Corp.

In connection with the consummation of Delphi Corp.'s Confirmed
Modified First Amended Joint Plan of Reorganization, DIP Holdco
LLP, now known as Delphi Automotive LLP, as assignee of DIP
Holdco 3 LLC, through various subsidiaries and affiliates,
acquired on October 6, 2009, substantially all of the global core
business of Delphi Corp., now known as DPH Holdings Corp. and its
debtor affiliates, including the stock of Delphi Technologies,
Inc., and the membership interests in Delphi China LLC.  Thus,
neither Delphi Technologies, Inc., nor Delphi China LLC is
included in the current quarterly operating report.

Debtor Delphi Technologies, Inc., filed with the Court a separate
operating report for the quarter ended September 30, 2011.

                Delphi Technologies, Inc.
                Schedule of Disbursements
           Three Months Ended September 30, 2011

Delphi Technologies, Inc.                     $10,118,238

Delphi Corp. Treasurer Keith D. Stipp related that operating
expenses plus any applicable cure payments for the quarter ended
September 30, 2011, was used as a proxy for disbursements for
Delphi Technologies, Inc.  Mr. Stipp added that Delphi
Technologies had an operating income of $36 million for the third
quarter of 2011.

                        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: No Final Ruling Out on Final Decree, Sumpter Objects
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
scheduled an Oct. 24, 2011, hearing to consider DPH Holdings
Corp.'s motion for a final decree closing the Chapter 11 cases of
five of its debtor affiliates.  However, no order on the motion
has been entered as of press time.

Before the scheduled Oct. 24 hearing, James B. Sumpter made a
court filing asserting his opposition to the Final Decree Motion.
Mr. Sumpter said he wants to preserve his rights and options as
he pursues his appeal from the Bankruptcy Court's order denying
an Amended Recoupment Motion pending before the U.S. District
Court for the Southern District of New York.

Mr. Sumpter's Recoupment Motion sought recoupment of certain
designated benefit reimbursement payments made to Delphi Corp.
against the Other Post-Employment Benefits liabilities discharged
by Delphi.

Mr. Sumpter pointed out that based on his e-mail communications
with Judge Drain and the Reorganized Debtors' counsel following a
September 22, 2011 hearing, the Reorganized Debtors were aware
that the Recoupment Appeal was on the horizon.  To this end, Mr.
Sumpter said it is not clear how the Reorganized Debtors believe
that the Recoupment Appeal could have been resolved by the
Oct. 24 scheduled hearing.

Accordingly, Mr. Sumpter asked the Bankruptcy Court to deny
approval of the Final Decree Motion or continue the Final Decree
Motion until after the District Court enters and enforces a final
ruling regarding the Recoupment Appeal.

Counsel to the Reorganized Debtors, Cynthia J. Haffey, Esq., at
Butzel Long PC, in Detroit, Michigan, countered that the closing
of the five Reorganized Debtors' Chapter 11 cases will not impair
Mr. Sumpter's right to pursue his appeal.

Ms. Haffey contended that Mr. Sumpter was not an employee of any
of the Closing Debtors.  She further noted that DPH Holdings is
the current benefit plan sponsor and the debtor entity
responsible for the payment of disability benefits to certain
salaried retirees, including Mr. Sumpter.  In the event Mr.
Sumpter should prevail on an appeal that is pure conjecture, his
recoupment claim would not be a claim against any of the five
Closing Debtors anyway, Ms. Haffey averred.

By representing himself and filing pleadings on the whim that are
devoid of any factual or legal basis, Mr. Sumpter is causing the
Reorganized Debtors unnecessary expense and his objection to the
closing of the five Chapter 11 cases is no exception, Ms. Haffey
stressed.  Consequently, the Reorganized Debtors believe that
good cause exists to impose sanctions upon Mr. Sumpter.

                        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: Retirees to Testify in Dayton on Nov. 14
-----------------------------------------------------
U.S. Representative Mike Turner announced on October 18, 2011,
that the U.S. House of Representatives Oversight and Government
Reform Committee Chairman Darrell Issa will hold a hearing in
Dayton to receive testimony directly from local Delphi Corp.
salaried retirees.  According to a letter from Chairman Issa, the
hearing will take place on Monday, November 14th.  Further
details including time, location, and a witness list will be
finalized in the coming weeks.  The hearing requests stem from a
decision by the Pension Benefit Guarantee Corporation (PBGC) that
resulted in approximately 15,000 salaried Delphi retirees from
across the country taking a severe cut in their pension benefits.

"I am appreciative of Chairman Issa's continued commitment to
joining me in finding answers for these former Delphi employees.
Without explanation, members of the Auto Taskforce picked winners
and losers when it came to pension benefits.  This hearing will
ensure that the voices of these employees will be heard by
Members of Congress actively investigating this matter," stated
Mr. Turner.

This latest effort by Congressmen Turner to highlight the
consequences of the pension decision follows a June 22nd hearing
on the Lasting Implications of the General Motors Bailout held by
the House Oversight and Government Reform's Subcommittee on
Regulatory Affairs, Stimulus Oversight and Government Spending,
also requested by Mr. Turner who is a senior member of the full
committee.

"This hearing is another step in the right direction.  These
retirees and the American people deserve answers as to why the
Administration's decision resulted in a 70 percent reduction in
pensions and loss of health care for salaried Delphi retirees,
but not other groups.  I look forward to joining Chairman Issa on
the 14th of November," said Mr. Turner.

          Retirees to Benefit from Auto Retiree VEBA

The U.S. Bankruptcy Court for the Southern District of New York
authorized creation of the Auto Retiree VEBA Trust -- a Voluntary
Employee Benefit Association (VEBA) that will provide thousands
of retirees of auto part manufacturers access to subsidized
healthcare benefits thanks to a substantial federal tax credit
made available through VEBA participation, according to an
October 19, 2011 public statement by Farella Braun + Martel.
This is the first ever industry-wide VEBA created to provide
Health Coverage Tax Credit eligible benefits, as most VEBAs to
date are associated with a single company.

The trust, set up to provide benefits to retirees of Metaldyne
Corporation of Plymouth, Mich., represented by Farella Braun +
Martel Restructuring & Insolvency practice partner Dean M.
Gloster, Esq., was successful in its motion to establish a VEBA
under Section 105 of the Bankruptcy Code and Section 35(e)(1)(K)
of the Internal Revenue Code.  The Auto Retiree VEBA Trust
benefits retirees, between the ages of 55 and 65, of Metaldyne
and all other auto part manufacturing companies whose
headquarters were, or presently remain, in the states of Ohio,
Michigan or Wisconsin and with pensions currently trusted by the
federal Pension Benefit Guaranty Corporation.  Retirees of these
companies, which also include Allis-Chalmers, Amcast, Collins &
Aikman, Delphi, Hayes-Lemmerz International and dozens of others
are eligible regardless of current state residency.

Auto Retiree VEBA Trust participants, many of whom were forced
into early retirement, have the ability to take advantage of the
federal Health Coverage Tax Credit, which reimburses 65 percent
of health insurance and prescription drug premiums (including
dental and vision care premiums of any combined program) for
participants, their spouses and dependents.

"The Auto Retiree VEBA Trust offers a lifeline to tens of
thousands of retired auto parts workers across the country facing
high healthcare costs who were forced to retire at a much younger
age than expected, with reduced pensions," said Mr. Gloster.  "We
hope that the Auto Retiree Trust VEBA and its use of the Health
Coverage Tax Credit can provide affordable critically important
benefits for these retirees."

In a separate report by Crain's Detroit Business, Mr. Gloster
stated that the VEBA could begin offering health insurance
benefits on January 1, 2012, pending approval in Michigan by the
Office of Insurance and Financial Regulation.  "Once we get
approvals in the various states, we will roll out the plan and
sign up the retirees by holding meetings in cities with high
concentrations of retirees like Detroit and Lansing," Mr. Gloster
was quoted in the report as saying.  Mr. Gloster clarified that
the Auto Retirees VEBA is different from that UAW VEBA in that
"it will be a pass-through VEBA where retirees pay premiums that
are subsidized by the federal tax credits," the report relayed.

Founded in 1962, Farella Braun + Martel Restructuring &
Insolvency attorneys have set up several large-scale VEBAs for
retirees of companies, including Delphi Corporation and Delta Air
Lines.

                           *    *    *

On October 21, 2011, President Obama signed the Trade Adjustment
Assistance (TAA) Extension Act of 2011, which changes the group
eligibility requirements, and individual benefits and services
available under the Trade Adjustment Assistance program, for some
workers, according to a notice posted in the U.S. Department of
Labor.

Under the Act, the Health Coverage Tax Credit's subsidy for all
eligible recipients will increase from 65% to 72.5%.

The QFM subsidy will end on December 31, 2013, and the HCTC
subsidy for eligible retirees will revert back to 65% and
continue until the end of 2014.  At the end of 2014, the HCTC
program will terminate.

                        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


DYNEGY INC: Extending $1.2 Billion Exchange Offers to Nov. 3
------------------------------------------------------------
Dynegy Inc. is extending the previously announced offers to
exchange up to $1,250,000,000 principal amount of the outstanding
notes, debentures and capital income securities of Dynegy
Holdings, LLC (DH), its direct, wholly-owned subsidiary, for
Dynegy's new 10% Senior Secured Notes due 2018 and cash to
midnight, New York City time, on Nov. 3, 2011, unless further
extended or earlier terminated by Dynegy.  The Exchange Offers
were previously scheduled to expire at midnight, New York City
time, on Oct. 27, 2011.  The withdrawal deadline for the Exchange
Offers expired at 5:00 p.m., New York City time, on Oct. 18, 2011,
and has not been extended.

Through 5:00 p.m., New York City time, on Oct. 27, 2011, holders
had validly tendered and not withdrawn approximately:

   (i) $1.1 million aggregate principal amount of the 7.625%
       Senior Debentures due 2026;

  (ii) $0.9 million aggregate principal amount of the 7.750%
       Senior Unsecured Notes due 2019;

(iii) $5,000 aggregate principal amount of the 7.125% Senior
       Debentures due 2018;

  (iv) $1.8 million aggregate principal amount of the 8.375%
       Senior Unsecured Notes due 2016;

   (v) $2.8 million aggregate principal amount of the 7.50% Senior
       Unsecured Notes due 2015;

  (vi) $0.2 million aggregate principal amount of the 8.750%
       Senior Notes due 2012; and

(vii) $84.1 million aggregate principal amount of the Series B
       8.316% Subordinated Capital Income Securities due 2027.

The Exchange Offers are made only by and pursuant to the terms of
the Offering Circular dated Sept. 15, 2011, and the accompanying
Letter of Transmittal.  Except for the change in Expiration Date,
the terms and conditions of the Exchange Offers remain unchanged.

Credit Suisse Securities (USA) LLC serves as lead dealer manager,
and Barclays Capital Inc., Deutsche Bank Securities Inc.,
Jefferies & Company, Inc., and Lazard Capital Markets LLC serve as
co-dealer managers and D.F. King & Co., Inc., serves as the
exchange agent and information agent for the Exchange Offers.

Requests for documents, including the Offering Circular and Letter
of Transmittal, may be directed to D.F. King & Co., Inc., by
telephone at (212) 269-5550 (brokers and banks) or (800) 697-6975
(all others) or in writing at 48 Wall Street, 22nd Floor, New
York, New York 10005.  Questions regarding the Exchange Offers may
be directed to Credit Suisse Securities (USA) LLC at (800) 820-
1653 (toll free) or (212) 538-2147 (collect).

The New Notes have not been registered under the Securities Act,
or any state securities laws, and may not be offered or sold in
the United States absent registration or an applicable exemption
from registration requirements, and will therefore be subject to
substantial restrictions on transfer.  Dynegy will enter into a
registration rights agreement with respect to the New Notes.

The Exchange Offers are being made, and the New Notes are being
offered and issued, only in the United States to holders of Old
Notes who are "qualified institutional buyers" and outside the
United States to holders of Old Notes who are persons other than
U.S. persons in reliance upon Regulation S under the Securities
Act.


                         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.


EARTH STRUCTURES: Court Continues Trial in Bank Meridian Suit
-------------------------------------------------------------
Bankruptcy Judge Helen E. Burris added SCBT, N.A., as successor in
interest to Bank Meridian, as plaintiff in the lawsuit, Bank
Meridian, v. Ultra Holdings LLC, Earth Structures Inc., Steven R.
Wicker Timothy Bailey, First Citizens Bank, The United States of
America by and through its Agency the Department of the Treasury,
Internal Revenue Service, Adv. Proc. No. 09-80118 (Bankr. D.
S.C.).  The Court continued trial in the case at the request of
Bank Meridian.  A status conference is scheduled for Nov. 14,
2011, at 1:00 p.m.  A copy of the Court's Oct. 25, 2011 Order is
available at http://is.gd/Yr18q1from Leagle.com.

Based in Spartanburg, South Carolina, Earth Structures, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. D. S.C. Case
No. 09-03768) on May 19, 2009.  Jane H. Downey, Esq., at Moore
Taylor & Thomas PA, in West Columbia, South Carolina, served
as bankruptcy counsel.  The Debtor estimated $1 million to
$100 million in asses and $10 million to $50 million in debts.


EMPIRE ONE: Court Dismisses Suit v. T-Mobile
--------------------------------------------
Bankruptcy Judge Allan L. Gropper granted the request of T-Mobile
USA, Inc., to dismiss the amended complaint of Empire One
Telecommunications, Inc.  EOT seeks compensation for having
terminated calls that T-Mobile customers made to EOT customers.
In its first amended complaint, dated May 27, 2011, EOT asserts
claims for compensation based on four theories: (1) account
stated, (2) unjust enrichment, (3) failure to pay for goods and
services delivered, and (4) prima facie tort.  Commercial mobile
radio service carrier T-Mobile moves to dismiss for lack of
subject-matter jurisdiction, pursuant to F.R.C.P. Rule 12(b)(1),
asserting that EOT's earlier submission of an informal claim to
the Federal Communications Commission precludes a lawsuit based on
the same issues due to an election of remedies provision in the
governing statute.  T-Mobile also asserts that the complaint fails
to state a claim upon which relief can be granted and should be
dismissed pursuant to Rule 12(b)(6).  The Court dismisses the
lawsuit for lack of subject-matter jurisdiction.  The case is
EMPIRE ONE TELECOMMUNICATIONS, INC., a/k/a EOT, v. T-MOBILE USA,
INC., Adv. Proc. No. 10-04234 (Bankr. S.D.N.Y.).  A copy of the
Court's Oct. 24, 2011 Memorandum of Opinion is available at
http://is.gd/7OEyEyfrom Leagle.com.

Empire One Telecommunications, Inc., also known as EOT, is a
facilities-based competitive local-exchange carrier operating in
Brooklyn, New York.  It filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 10-10987) on Feb. 25, 2010.  Judge Allan L.
Gropper presides over the case.  Michael J. Barrie, Esq., and
Raymond H. Lemisch, Esq., at Benesch, Friedlander, Coplan &
Aronoff LLP, in Wilmington, Delaware, represent the Debtor.  The
Debtor estimated assets and debts of $1 million to $10 million in
its Chapter 11 petition.


ENERGY FUTURE: Incurs $710 Million Net Loss in Third Quarter
------------------------------------------------------------
Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $710 million on $2.32 billion of operating revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $2.90 billion on $2.60 billion of operating revenue for
the same period during the prior year.

The Company also reported a net loss of $1.77 billion on
$5.67 billion of operating revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $2.97 million on $6.59
billion of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $44.02
billion in total assets, $51.68 billion in total liabilities and a
$7.66 billion total deficit.

"Our company performed well this quarter as we met the challenge
of a record heat wave by providing safe and reliable power to
customers," said John Young, CEO, Energy Future Holdings.

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

                        http://is.gd/zAJ5P9

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2011,
Fitch Ratings affirmed TCEH's Issuer Default Rating (IDR) at
'CCC'.  Due to inter-company linkages, Fitch has also affirmed the
IDRs of Energy Future Holdings Corp (EFH), Energy Future
Intermediate Holding Company LLC (EFIH) and Energy Future
Competitive Holdings Company (EFCH) at 'CCC'.


EVERGREEN SOLAR: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Evergreen Solar, Inc., filed with the bankruptcy court its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property              $200,888,821
  B. Personal Property          $751,161,932
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $172,150,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,191,876
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $231,259,807
                                 -----------      -----------
        TOTAL                   $952,050,753     $404,601,683

                       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.  Zolfo Cooper LLC is
the financial advisor.  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.


FKF MADISON: Gets Extension Through Jan. 13 to File Plan
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that a bankruptcy judge said
luxury Manhattan condo project One Madison Park can keep exclusive
control over its Chapter 11 case though Jan. 13, 2012, as it works
to complete a deal that would likely see it exit bankruptcy under
the control of HFZ Capital Group and Related Cos.

As reported in the Troubled Company Reporter on Oct. 27, 2011, Dow
Jones' Daily Bankruptcy Review said that a bankruptcy judge
cleared One Madison Park to auction off the right to sponsor a
bankruptcy-exit plan for the luxury Manhattan condo project with
an opening bid from HFZ Capital Group and Related Cos., which is
expected to be worth between $265 million and $270 million.

                          About FKF Madison

FKF Madison owns the One Madison Park condominium tower in New
York City.  One Madison Park project came to halt in February 2010
when iStar Financial Inc., the chief financier for the project,
moved to foreclose on it.  The high-profile condominium project, a
50-story tower was developed by Ira Shapiro and Marc Jacobs.

An involuntary Chapter 7 case (Bankr. D. Del. Case No. 10-11867)
was filed against FKF Madison on June 8, 2010.  The case was
converted to a Chapter 11 in November 2010.


FORD CREDIT: Moody's Raises CFR to Ba1; Outlook Positive
--------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating and
senior unsecured debt rating of Ford Motor Credit Company LLC
(Ford Credit) to Ba1 from Ba2. Moody's also upgraded the senior
unsecured debt ratings of FCE Bank Plc and Ford Credit Canada
Limited to Ba1 from Ba2. The outlook for the ratings is positive.
This follows the upgrade of Ford Motor Company's corporate family
rating to Ba1, with a positive outlook.

RATINGS RATIONALE

Moody's said the upgrade of Ford Credit's ratings results from the
upgrade of parent Ford's ratings and is based on the explicit and
implicit support from Ford. Ford Credit's stand-alone credit
profile remains at a mid-Ba level.

Ford Credit has strategic importance to Ford, demonstrated by the
critical inventory financing it provides to Ford's dealers and
further signified by Ford's support agreement with Ford Credit.
Considering this, Moody's believes that Ford is motivated to
maintain Ford Credit's operational viability. Based on the
liquidity and capital positions of Ford and Ford Credit, Moody's
estimates that Ford has the capacity to support Ford Credit to a
level equivalent to the Ba1 rating.

Moody's said that Ford Credit's reliance on confidence-sensitive
wholesale funding and high encumbered asset levels constrains its
mid-Ba stand-alone profile. Additionally, Moody's anticipates that
Ford Credit will increase its leverage in the future, though not
to the level it maintained in the years prior to the financial
crisis. Moody's will balance these limiting factors together with
Ford Credit's strategic importance to and implicit support from
Ford when considering any future rating action on Ford Credit's
debt obligations. The positive outlook on the debt ratings is an
indication that a further upgrade of Ford's ratings could lead to
an upgrade of Ford Credit's ratings.

Moody's noted that Ford Credit's stand-alone credit profile could
improve if it changes its funding mix to materially reduce its
reliance on secured debt, thereby decreasing encumbered asset
levels, and by strengthening its backup liquidity.

"Ford Credit could achieve an investment-grade stand-alone
profile, but Moody's expects that its movement in that direction
will lag the improvements that drive higher ratings at the parent
company," said Moody's Vice President Mark Wasden. Ford Credit has
stepped up distributions to its parent, which has aided Ford's
efforts to repay indebtedness and improve Ford's credit standing.

Moody's said that Ford has been prudent in its financial
management of Ford Credit during the credit crisis, demonstrating
the strategic importance of the finance unit to Ford's strategy.
Ford Credit strengthened its capital and liquidity positions by
reducing dividends, reducing leverage, and by building a cash
liquidity cushion. The firm's Tangible common equity/tangible
managed assets ratio measured 9.46% at 6/30/2011. In contrast, the
measure ranged from 5.5% to 6.0% during the economic expansion of
the mid-2000's.

Ford Credit's ratings are supported by asset quality performance
that has significantly recovered since the depths of the credit
crisis and pre-tax pre-provision profitability that compares well
with historical levels. In addition, Ford's stable-to-improving
market share, improved pricing and cost competitiveness, and
strengthened operating performance have positive implications for
Ford Credit's volumes, asset quality and operating performance.

Ford Credit's ratings are constrained by its reliance on
confidence-sensitive wholesale funding, including a high
proportion of secured debt issuance (ABS) that results in high
encumbered asset levels, which Moody's believes limits the firm's
financial flexibility and structurally subordinates unsecured
creditors. Ford Credit is seeking to modify its funding mix to
incorporate more unsecured debt issuance, which in time should
cause encumbered asset levels to decline.

In its last Ford Credit rating action on October 5, 2011, Moody's
placed Ford Credit's Ba2 Corporate Family Rating on review for
possible upgrade.

Ford Motor Credit Company LLC is the Dearborn, Michigan-based
captive finance arm of Ford Motor Company.

The principal methodology used in this rating was Analyzing The
Credit Risks Of Finance Companies published in October 2000.

Ratings affected by the action include:

Issuer: Ford Motor Credit Company LLC:

Corporate family rating: to Ba1 from Ba2

Senior unsecured: to Ba1 from Ba2

Subordinate shelf: to (P)Ba3 from (P)B1

Short term: affirmed at Not-Prime

Outlook: to positive from under review

Issuer: FCE Bank Plc:

Senior unsecured: to Ba1 from Ba2

Short term: affirmed at Not Prime

Outlook: to positive from under review

Issuer: Ford Credit Canada Limited:

Backed senior unsecured: to Ba1 from Ba2

Backed short term: affirmed at Not Prime

Outlook: to positive from under review

Issuer: Ford Credit Australia Ltd.:

Backed short term: affirmed at Not Prime

Outlook: to positive from under review

Issuer: Ford Motor Credit Co. of New Zealand Ltd.:

Backed short term: affirmed at Not Prime

Outlook: to positive from under review


FORD MOTOR: Moody's Raises CFR to Ba1; Outlook Positive
-------------------------------------------------------
Moody's Investors Service raised the Corporate Family Ratings
(CFR) of Ford Motor Company and Ford Motor Credit Company to Ba1
from Ba2. Moody's also raised the ratings of Ford's secured credit
facility to Baa2 from Baa3 and its senior unsecured debt to Ba2
from Ba3, and changed the company's Speculative Grade Liquidity
rating to SGL-1 from SGL-2. The outlook for the ratings of Ford
and Ford Credit is positive.

RATINGS RATIONALE

The upgrade of Ford's CFR to Ba1 reflects the company's strong
position in North America its ability to maintain a competitive
and flexible cost structure as a result of the new four-year UAW
labor agreement, and the resulting improvement in credit metrics.
The rating also considered the ongoing challenges associated with
successfully executing its global operating strategy. Key elements
of this strategy include: maintaining world-class product-quality
standards, accelerating its new-product roll-out strategy
globally, increasing the migration to global platforms, and
significantly streamlining its relationship with suppliers. The
ratings also recognize the risks of a double dip downturn in the
US economy, and the potential fallout from the European financial
crisis. Moody's notes that the highly volatile situation in Europe
could have a significantly negative impact on the regional economy
and global financial markets. This risk is one of the major
hurdles to Ford's achieving an investment-grade rating.

If Ford continues to successfully execute its operating plan, and
if conditions in Europe and the resulting impact on regional
economies and global financial markets become less uncertain,
there could be further upward movement in Ford's ratings.

Bruce Clark, Senior Vice President with Moody's said, "Ford is
doing a credible job of managing the operating and financial
aspects of its business, and this is reflected in credit metrics
that are very strong for the Ba1 rating level." Clark went on to
say, "One of the hurdles in getting to an investment grade rating
is the difficulty in gauging just how bad things could get in
Europe. The situation there won't be completely sorted out during
the near term. But if Ford remains on track in managing its
operating and financial strategy, and if there is any improvement
in Europe's outlook, Moody's could take another look at the
rating."

With the new UAW contract Ford preserves a highly competitive
business model in North America. Moody's estimates the company's
breakeven level is approximately 30% below current production
levels, and it is committed to maintaining a competitive product
portfolio, expanding the use of global platforms, and
strengthening its modest position in Asia. Although Ford will
likely reinstitute a common dividend, its overarching financial
strategy should result in continued reduction in leverage, further
improvement in credit metrics, and the maintenance of a robust
liquidity position.

We expect that for 2011 and 2012 Ford's EBITA margin will exceed
6%, EBITA/interest will be at least 4x, and debt/EBITDA will be
under 2.5x. Free cash flow should be in the range of $2.5 to $5
billion.

Ford's capacity to contend with operating stress or market
downturns is supported by its low North American breakeven level,
labor contract terms that preserve its flexibility to adjust to
changing business conditions, and its strong liquidity position.
This liquidity position consists of $20.8 billion in cash at
September 2011, free cash flow that should exceed $3 billion for
the coming twelve months, and $8.9 billion in committed credit
facilities that mature in November 2013. Total liquidity sources
amount to $31 billion. The principal liquidity requirements the
company will face over the next twelve months include $900 million
in maturing debt and Moody's estimate of approximately $7 billion
needed to cover intra-period working capital requirements.

With its relatively low North American breakeven level and strong
liquidity position Ford has considerable capacity to contend with
cyclical downturns and other sources of operating stress. Pressure
on the rating would most likely result from a weakening of the
operating or financial disciplines that Ford has embraced. Moody's
thinks this is unlikely. Nevertheless, rating pressure could
result from: an aggressive dividend policy relative to free cash
generation or a material narrowing in the company's liquidity
cushion. Credit metric levels that could stress the Ba1 rating
level include: EBITA/interest below 2.5x or debt/EBITDA above 4x.

Upward movement in Ford's rating could be supported if the company
continues to demonstrate its commitment to prudent operating and
financial practices. This would include maintaining a competitive
product portfolio and breakeven level in North America,
successfully expanding its position in Asia, broadening the use of
global platforms, and preserving a strong liquidity position. An
additional factor that would support a higher rating is a more
stable outlook for the economic and financial environment in
Europe. These conditions, combined with credit metrics of the
following level, could support a higher rating - EBITA/interest
approximating 4.5x, debt/EBITDA below 2.5x, and EBITA margin
approximating 6.5%.

The principal methodology used in rating Ford was the Global
Automotive Manufacturer Methodology published in June 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


FULL CIRCLE: Seeks to Employ Dixon Hughes as Tax Accountant
-----------------------------------------------------------
Full Circle Dairy LLC asks the court for authority to employ Dixon
Hughes Goodman LLP as tax accountant.

The scope of the services, duties and responsibilities of Dixon
Hughes include the filing of the 2010 tax returns for the Debtor,
and any associated tax schedules, K-1 schedules, amendments or
restatements of the return, or items of a related matter as
requested by the Debtor.

Matthew Edelman, a member of Dixon Hughes, assures the court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                   About Full Circle Dairy

Full Circle Dairy, LLC, operates a dairy in Lee, Florida.  It
filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case
No. 10-06895) on Aug. 9, 2010.  Robert D Wilcox, Esq., at Brennan,
Manna & Diamond, PL, in Jacksonville, Fla., represents the Debtor.
The official committee of unsecured creditors in the Chapter 11
case has tapped John T. Rogerson, III, Esq., at Volpe, Bajalia,
Wickes, Rogerson & Wachs, P.A., in Jacksonville, Fla., as counsel.
The Company disclosed $14,281,637 in assets and $12,879,703 in
liabilities as of the Petition Date.


GATEHOUSE MEDIA: Incurs $5.1 Million 3rd Quarter Net Loss
---------------------------------------------------------
Gatehouse Media, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $5.16 million on $127.14 million of total revenues for the
three months ended Sept. 25, 2011, compared with a net loss of
$4.94 million on $137.90 million of total revenues for the three
months ended Sept. 30, 2010.

The Company also reported a net loss of $28.42 million on
$381.35 million of total revenues for the nine months ended Sept.
25, 2011, compared with a net loss of $27.74 million on $415.22
million of total revenues for the nine months ended Sept. 30,
2010.

The Company reported a net loss of $26.64 million on
$558.58 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $530.61 million on $584.79 million of
total revenue for the year ended Dec. 31, 2009.

The Company's balance sheet at Sept. 25, 2011, showed
$511.80 million in total assets, $1.32 billion in total
liabilities and a $811.28 million total stockholders' deficit.

Commenting on GateHouse Media's results, Michael E. Reed, chief
executive officer of GateHouse Media, said "General economic
instability and uncertainty on main street heavily impacted the
third quarter advertising spend within our markets.  Advertising
revenues were further impacted by a reduction in political
spending from the prior year as well as a slowed foreclosure
environment.  As a result, our total advertising revenue was down
9.4% during the quarter and 8.9% adjusted for the change in our
reporting period.  Adjusted for the reporting change, total
revenues were down 7.1% in the quarter versus prior year.
Excluding the loss of political, our total revenues were down
6.7%, similar to our total revenue decline of 6.4% in the second
quarter. We were pleased with our continued strong digital revenue
growth of 22.6% in the quarter and our continued improvement in
circulation revenue for the third consecutive quarter.  We remain
highly focused on new initiatives in our print and digital
business to drive new customers and new revenue streams to combat
the weak economic conditions and participate in the rapid
evolution of the digital ecosystem."

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

                        http://is.gd/Y6KW3R

                        About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.


GB HERNDON: Court Denies Bid to Subpoena Premier Bank
-----------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., denied a corrected motion of
GB Herndon and Associates Inc. to compel production of documents
related to a loan that Adams National Bank -- now Premier Bank,
Inc. -- made to the Debtor.  Premier Bank is seeking conversion of
the Debtor's case to one under Chapter 7.  Premier Bank opposes
the Motion to Compel on the basis that the documents sought have
no relevance to the motion to convert.  The Court held that the
Debtor's reply fails to articulate how the documents could be
relevant to that contested matter.  A copy of the Court's Oct. 27,
2011 Memorandum Decision and Order is available at
http://is.gd/WM7FIhfrom Leagle.com.

GB Herndon and Associates, Inc., filed for Chapter 11 bankruptcy
(Bankr. D. D.C. Case No. 10-00945) on Sept. 24, 2010.


GENERAL MOTORS: Moody's Raises CFR to Ba1; Outlook Positive
-----------------------------------------------------------
Moody's Investors Service raised General Motors Company's (GM)
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to Ba1 from Ba2, and its secured credit facility rating to
Baa2 from Baa3. GM's Speculative Grade Liquidity rating remains
SGL-1. The outlook is positive.

Moody's also raised the Corporate Family Rating of GM's financial
services subsidiary - GM Financial - to Ba3 from B1.

RATINGS RATIONALE

GM's upgrade and positive outlook reflect the highly competitive
North American business model the company will be able to maintain
as a result of the new four-year UAW labor agreement. GM's credit
profile is also supported by its increasingly competitive North
American product portfolio and its strong position in high-growth
Asian markets -- particularly China. These strengths should enable
GM to generate credit metrics that are strong for the Ba1 rating
category. Key operating challenges incorporated in the rating
include the execution risks associated with maintaining a globally
competitive product portfolio, increasing the use of global
platforms, and improving the competitive position of its European
operations. Important considerations relating to GM's financial
strategy include: the eventual disposition of the US Government's
27% ownership in the company and any possible purchase of these
shares by GM; and the long-term growth strategy of GM Financial
and the degree of formal and informal support that GM might
provide to the finance operation. Finally, the rating incorporates
the possibility of a double dip downturn in the US economy and the
potential fallout from the European financial crisis.

Bruce Clark, Senior Vice President with Moody's said, "GM's
competitive position, credit metrics and liquidity profile are
quite strong for the Ba1 rating level." Clark went on to say, "If
GM continues to successfully execute its operating plan and
maintains its "Fortress Balance Sheet" financial strategy there is
potential for further improvement in the rating."

GM has an increasingly competitive global business model, anchored
by strong positions in North America and Asia. The position in
North America was solidified by the new UAW contract that
preserves the company's low breakeven level and its ability to
contend with business downturns. Moody's estimates that GM's
breakeven level is about 25% below current production levels.
Moody's also believes that the company is committed to de-
leveraging its balance sheet by funding its large unfunded pension
liability and maintaining a robust liquidity position.

GM's credit metrics (reflecting Moody's standard adjustments)
reflect these operational and financial strengths. Moody's expects
that for 2011 and 2012 GM's EBITA margin will exceed 6%,
EBITA/interest will approximate 4x and debt/EBITDA will be under
2.5x. Free cash flow should be around $3 billion.

GM's ability to contend with cyclical downturns is a major driver
of the Ba1 rating and positive outlook. This capacity is supported
by the company's low North American breakeven level, labor
contract terms that preserve its flexibility to adjust to changing
business conditions, and a strong liquidity position. This
liquidity position consists of $33.8 billion in cash at June 2011,
a $5 billion committed credit facility maturing in 2015, and free
cash flow that should approximate $3 billion for the coming twelve
months. Total liquidity sources amount to $41.8 billion. The
principal liquidity requirements the company will face over the
next twelve months include $2 billion in maturing debt and Moody's
estimate of approximately $8 billion needed to cover intra-period
working capital requirements.

Downward pressure on the rating could result from a significant
erosion in the company's ability to execute its operating plan.
This includes maintaining vehicle quality standards, sustaining a
competitive new product roll out cadence, and continuing to
capitalize on growth opportunities in Asia and Latin America. The
company is highly committed to these initiatives and is allocating
considerable resources to support them. An alternative source of
pressure would result from GM retreating from its focus on de-
leveraging its balance sheet and maintaining a healthy liquidity
position. Moody's thinks that an erosion in strategy
implementation or financial policies are unlikely. Nevertheless,
credit metric level that could reflect stress on the Ba1 rating
level include: EBITA/interest below 2.5x or debt/EBITDA above 4x.

Upward movement in GM's rating could be supported if the company
continues to execute its operating and financial plan, and if
there is moderation in the economic and financial uncertainty in
Europe. These factors, combined with credit metrics of the
following levels, could contribute to upward movement in the
rating. EBITA/interest approximating 4.5x, debt/EBITDA below 2.5x,
and EBITA margin approximating 6.5%.

The principal methodology used in rating General Motors Company
was the Global Automobile Manufacture Industry Methodology
published in June 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009 (and/or) the
Government-Related Issuers methodology published in July 2010.


GM FINANCIAL: Moody's Raises Corp. Family Rating to 'Ba3'
---------------------------------------------------------
Moody's Investors Service raised the corporate family rating and
senior unsecured debt rating of General Motors Financial Company,
Inc. (GMF) to Ba3 from B1 and assigned a stable outlook. The
rating action coincides with Moody's rating action for General
Motors Company (Corporate Family Rating upgraded to Ba1 from Ba2
with a positive outlook, see separate press release).

RATINGS RATIONALE

The ratings, which incorporate one notch of lift from GM ownership
and support, reflect improvement in GMF's stand-alone credit
profile to the "high-B" level (from "mid-B" prior). The
improvement stems from GMF's better liquidity and funding profile,
improving trend in asset quality and profitability, and increasing
level of integration with GM. The ratings also reflect challenges
including GMF's expanding leasing programs in the US and Canada
and the company's continued reliance on confidence sensitive
wholesale funding.

GMF's liquidity and funding position has improved. The company
maintains a solid liquidity position, with unrestricted cash and
cash equivalents at $526 million as of June 30, 2011, and has
modest debt maturities over the next 24 months. GMF also has $2.6
billion of unused warehouse capacity and a $300 million unsecured
credit facility (no usage) from GM. The company has three
committed warehouse facilities, totaling approximately $3.2
billion, for US retail instalment contracts ($2 billion), US lease
($600 million), and Canada lease (Canadian $600 million),
respectively. The facilities are prudently structured with a one-
year revolving period and an amortization period in case of non-
renewal. GMF has also experienced good access to the term capital
markets: for the latest 12 months ended 6/30/2011 GMF accessed the
term ABS market for 6 transactions totaling $4.5 billion; the
company also tapped the unsecured market in June 2011 for a $500
million 7-year unsecured issue. Going forward under GM ownership
Moody's expects GMF to continue to exercise good discipline
regarding liquidity management.

The company's asset quality and profitability have also been
trending positively, a function of stabilization of employment
fundamentals, improved used car pricing, and increasing volumes
for both GM and non-GM vehicles.

GMF is also becoming increasingly integrated with GM; for calendar
2011 Moody's estimates that GM-related volume will account for
almost 40% of GMF's total financing volume; Moody's estimates that
for 2012 this percentage will increase to over 50%. With GM's
sales volumes improving, this provides GMF with a substantial
source of additional volume -- over and above its traditional non-
GM subprime loan volume -- and finance income.

Balancing these positive factors are a number of credit
challenges. As GM's captive finance company, GMF is building up
leasing programs in both the US (prime, near-prime, and subprime)
and Canada. Though GMF was in the leasing business several years
ago in a modest way, this new captive leasing initiative is a
substantial departure from its historical focus on retail
installment contracts, and includes risks (e.g. related to program
execution, lease design, and residual values) of a scale not
previously undertaken by the company. GMF is also planning a
commercial lending program which will include dealer floorplan, a
business in which it has no previous experience. Moody's will
closely monitor the development and results of these new financing
programs. Moreover, GMF remains wholly reliant on wholesale
funding sources, leaving the company vulnerable to market
disruptions and illiquidity.

There is no support agreement in place between GM and GMF; however
as noted GM does provide GMF with a $300 million unsecured
revolving credit facility. On balance, taking into account
reputation and brand risk, economic risk and level of investment,
strategic fit, and track record of support, Moody's attributes one
notch of lift (above GMF's stand-alone credit profile of "high-B")
to GM ownership and support.

The last rating action on GMF was on December 2, 2010, when
Moody's upgraded the company's ratings to B1 from B2 and assigned
a stable outlook.

General Motors Financial Company, Inc. provides auto finance
solutions through auto dealers across the United States and
Canada. GMF has approximately 3,300 employees, 700,000 customers
and $10 billion in auto receivables and leases. The Company is a
wholly owned subsidiary of General Motors Company and is
headquartered in Fort Worth, Texas.

Upgrades:

   Issuer: General Motors Financial Company, Inc.

   -- Corporate Family Rating, Upgraded to Ba3 from B1

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3
      from B1


GNP RLY: Various Creditors Seek Appointment of Interim Trustee
--------------------------------------------------------------
Ballard Terminal Railroad Company, LLC; Marketing Philharmonic,
LLC; San Clemente Technical Company; NW Signal Maintenance, LLC;
Joanne M. Engle; Earl L. Engle; Osmose Railroad Services, Inc.;
Kroschel Accounting Services, PLLC; and Cox & Gracia, P.S. ask the
court for an order appointing an interim trustee and an official
committee of petitioning creditors in the Chapter 11 case of GNP
Rly, Inc..

The petitioning creditors relate that they are concerned the
Chapter 11 case may languish and the assets of the estate
dissipated if prompt action is not taken to control the affairs of
the Debtor.  They assert that if no trustee is appointed
immediately, the business of the Debtor, and consequently the
chances of payment to creditors, may suffer irreparable harm.

The Creditors note that freight continues to be shipped on its
line and carried by BTRC.  Freight cars are being scheduled to be
hauled on the debtor's line.  Signals, crossings and track need to
be maintained.

There is a business to be run and preserving the going concern
value of the Debtor is important for the benefit of the estate,
the Creditors argue.  They contend that it is in the best interest
of the estate to order the United States Trustee to appoint an
interim trustee until a permanent trustee is appointed pursuant to
Section 1163 of the Bankruptcy Code.

With regard to appointment of a Committee, the Creditors note that
10 of the Debtor's creditors commenced or joined in the
involuntary petition, vigorously prosecuted the petition and
demonstrated commitment to obtaining payment for the Debtor's
creditors.  The Debtor's actions before and after commencement of
the involuntary petition foster little confidence it has
creditors' interests foremost in its plans, the Creditors tell the
Court.

Three creditors filed on Feb. 2, 2011, an involuntary petition
(Bankr. W.D. Wash. Case No. 11-40829) to force GNP Rly, Inc., into
Chapter 11 bankruptcy.  James E. Dickmeyer, Esq., at James E.
Dickmeyer, P.C., in Kirkland, Washington, represents the
petitioners.  Creditors who signed the Chapter 11 petition are
Ballard Terminal Railroad Company, owed $110,800 for freight
services; Marketing Philharmonic LLC, owed $48,466, and San
Clemente Technical Co., owed $15,200.


GREAT ATLANTIC: Posts $99.8 Million Net Loss in Sept. 10 Quarter
----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., filed its
quarterly report, reporting a net loss of $99.8 million on
$1.639 billion of sales for the 12 weeks ended Sept. 10, 2011,
compared with a net loss of $153.0 million on $1.918 billion of
sales for the three months ended Sept. 11, 2010.

For the 28 weeks ended Sept. 10, 2011, the Company had a net loss
of $255.9 million on $3.869 billion of sales, compared with a net
loss of $274.8 million on $4.483 billion of sales for the
comparable period ended Sept. 11, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$2.340 billion in total assets, $3.581 billion in total
liabilities, and $146.8 million in Series A redeemable preferred
stock, and a stockholders' deficit of $1.388 billion.

After the Company's bankruptcy filing on Dec. 12, 2010, it repaid
its $655.0 million Credit Agreement with a balance of
$140.5 million with the proceeds from the $350.0 million term loan
under the DIP Credit Agreement.  At Jan. 10, 2011, the Company
received court approval to draw down on the $450.0 million
revolver which provided, after adjusting for letters of credit and
borrowing base collateral requirements, an additional
$156.8 million of availability as of Sept. 10, 2011.  As of
Sept. 10, 2011, the Company held excess cash not utilized in its
store operations of $211.2 million.  The $156.8 million of
availability is further subject to a current minimum availability
covenant of $100.0 million.

"Based on the $350.0 million term loan under the DIP Credit
Agreement becoming due on June 14, 2012, and the ongoing status of
negotiations with union locals to obtain consensual modifications
to collective bargaining agreements necessary for our successful
reorganization, there is substantial doubt about our Company's
ability to meet our obligations for the next twelve months,?
the Company said in the filing.

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

                       http://is.gd/OkKahz

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.  Before filing for bankruptcy in 2010,
A&P operated 429 stores in 8 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, Pathmark,
Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super
Foodmart, Super Fresh and Food Basics.  A&P had 41,000 employees
prior to the bankruptcy filing.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

A&P obtained court approval for a new contract with C&S Wholesale
Grocers Inc., its principal supplier.  The contract is designed to
save A&P $50 million a year when the supermarket operator emerges
from Chapter 11 reorganization.

A&P sold 12 Super-Fresh stores in the Baltimore-Washington area
for $37.83 million, plus the value of inventory.  Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.


GREENBRIER COMPANIES: Moody's Withdraws 'B3' PDR & CFR
------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of The
Greenbrier Companies, Inc., including its B3 PDR and CFR and the
Caa1 rating on its $68 million senior notes due 2026, for business
reasons.

RATINGS RATIONALE

Moody's has withdrawn the rating for its own business reasons.

The principal methodology used in this rating The Greenbrier
Companies, Inc. was Global Manufacturing Industry Methodology
published in December 2010.

The Greenbrier Companies Inc. manufactures railroad freight cars,
is a the leading producer of intermodal flat cars, and also
repairs railroad freight cars and provide wheels and various car
parts. Greenbrier owns a portfolio of 9,000 railcars, which it
leases to third parties, and provides a range of management
services for approximately 224,000 other railcars.


GSW HOLDINGS: Hiring Heller Draper as Bankruptcy Counsel
--------------------------------------------------------
GSW Holdings LLC seeks Bankruptcy Court permission to employ as
counsel:

          Douglas S. Draper, Esq.
          Leslie A. Collins, Esq.
          Greta M. Brouphy, Esq.
          HELLER, DRAPER, PATRICK & HORN, LLC
          650 Poydras Street, Suite 2500
          New Orleans, LA 70130-6103
          Tel: 504-299-3300
          Fax: 504-299-3399
          E-mail: ddraper@hellerdraper.com
                  gbrouphy@hellerdraper.com

with regard to the prosecution of the chapter 11 case and all
related matters.

Heller Draper has received a $20,000 initial retainer from the
Debtor.  Heller Draper has debited $1,039 for filing fees and
$3,105 for prepetition services.  Therefore, the remaining
retainer of 15,856 will be held in the retainer trust account and
will serve as security for the payment of fees and expenses owed
to Heller Draper.  Pre-petition, Heller Draper has solely provided
bankruptcy services.

Heller Draper will be paid on an hourly basis, plus reimbursement
of actual, necessary expenses.  The present hourly billing rates
at Heller Draper for bankruptcy work range from $375 to $225 for
attorneys and $100 to $70 for paralegals.  The professionals
expected to have primary responsibility for providing services to
the Debtor with current applicable rates are:

                                       Hourly Rate
                                       -----------
          Douglas S. Draper               $400
          Leslie A. Collins               $375
          Greta M. Brouphy                $300
          Paralegals                       $85

Heller Draper is working in comity with Wheeler & Wheeler,
P.L.L.C. as counsel for the Debtor.

Douglas S. Draper, Esq., a member of Heller Draper, attests that
the members, associates and counsel of Heller Draper do not
represent or hold any interest adverse to the Debtor or its estate
and are "disinterested person,"as defined in section 101(14) of
the Bankruptcy Code and as required by section 327(a) of the
Bankruptcy Code.

Gulfport, Mississippi-based GSW Holdings LLC filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 11-52338) on Oct. 11, 2011.
Judge Katharine M. Samson presides over the case.  Wheeler &
Wheeler serves as its local bankruptcy counsel.  The Debtor
scheduled $22,226,800 in assets and $8,870,000 in liabilities.


GSW HOLDINGS: Taps Wheeler & Wheeler as Local Counsel
-----------------------------------------------------
GSW Holdings LLC has hired Wheeler & Wheeler, PLLC, as its local
bankruptcy counsel.  The Debtor is asking the Court to approve the
engagement.

David Wheeler, Esq., member of the Wheeler Firm, is working in
comity with Heller, Draper, Patrick & Horn, L.L.C. as counsel for
the Debtor.

The present hourly billing rates at Wheeler Firm for bankruptcy
work range from $375 to $225 for attorneys and $100 to $70 for
paralegals.  The professionals expected to have primary
responsibility for providing services to the Debtor with current
applicable rates are:

                                       Hourly Rate
                                       -----------
          David Wheeler                   $250
          Paraprofessional                 $85

Mr. Wheeler attests that the members, associates and counsel of
Wheeler Firm do not represent or hold any interest adverse to the
Debtor or its estate and are "disinterested person,"as defined in
section 101(14) of the Bankruptcy Code and as required by section
327(a) of the Bankruptcy Code.

Gulfport, Mississippi-based GSW Holdings LLC filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 11-52338) on Oct. 11, 2011.
Judge Katharine M. Samson presides over the case.  Heller, Draper,
Patrick & Horn, L.L.C. serves as the Debtor's bankruptcy counsel.
The Debtor scheduled $22,226,800 in assets and $8,870,000 in
liabilities.


GSW HOLDINGS: Files Schedules of Assets and Liabilities
-------------------------------------------------------
GSW Holdings LLC filed with the Bankruptcy Court its schedules of
assets and liabilities, disclosing:

    Name of Schedule                    Assets      Liabilities
    ----------------                    ------      -----------
A - Real Property                  $22,225,500
B - Personal Property                   $1,300
C - Property Claimed as Exempt
D - Creditors Holding Secured Claims                 $8,850,000
E - Creditors Holding Unsecured
    Priority Claims                                     $20,000
F - Creditors Holding Unsecured
    Nonpriority Claims                                        0
                                   -----------      -----------
                                   $22,226,800       $8,870,000

The Debtor also filed a statement of financial affairs disclosing
that it made payments for debt counseling or bankruptcy within one
year immediately preceding the petition date to:

     1) Biloxi, Mississippi-based Byrd and Wiser -- $5,000 in
        December 2010 and $5,000 in June 2011; and

     2) New Orleans, Louisiana-based Heller Draper Hayden Patrick
        & Horn LLC -- $20,000 on June 10, 2011.

Gulfport, Mississippi-based GSW Holdings LLC filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 11-52338) on Oct. 11, 2011.
Judge Katharine M. Samson presides over the case.  Lawyers at
Heller, Draper, Patrick & Horn, LLC, and Wheeler & Wheeler,
P.L.L.C. serve as counsel for the Debtor.


GSW HOLDINGS: Sec. 341 Creditors' Meeting Set for Nov. 7
--------------------------------------------------------
The United States Trustee in Jackson, Mississippi, will convene a
meeting of creditors in the bankruptcy case of GSW Holdings LLC on
Nov. 7, 2011, at 10:30 a.m. at 341 Mtg - Gpt - Ch 7, 11, 13.

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.

Proofs of claim are due by Feb. 8, 2012.  Government proofs of
claim are due by April 9, 2012.

Gulfport, Mississippi-based GSW Holdings LLC filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 11-52338) on Oct. 11, 2011.
Judge Katharine M. Samson presides over the case.  Lawyers at
Heller, Draper, Patrick & Horn, LLC, and Wheeler & Wheeler,
P.L.L.C. serve as counsel for the Debtor.  The Debtor scheduled
$22,226,800 in assets and $8,870,000 in liabilities.


HAMPTON ROADS: Incurs $26.7 Million Net Loss in Third Quarter
-------------------------------------------------------------
Hampton Roads Bankshares, Inc., reported a net loss of
$26.7 million for the third quarter of 2011, compared to net
income available to common shareholders of $30.0 million for the
third quarter of 2010 and compared to a net loss of $18.8 million
in the second quarter of 2011.  Net income available to common
shareholders for the third quarter of 2010 was positively impacted
by the conversion of the Company's preferred stock into common
stock during that quarter.  Excluding the positive impact of the
conversion, the Company would have reported a net loss of $84.9
million for the third quarter of 2010.

Net interest income for the third quarter of 2011 was $17.6
million, down from the prior quarter as earning assets declined
during the quarter, primarily in the loan portfolio.  Net interest
margin in the third quarter remained steady at 3.19% as lower
funding costs offset declines in asset yields during the quarter.

As of Sept. 30, 2011, total assets were $2.44 billion, down from
$2.60 billion at June 30, 2011.  During the quarter, loans
outstanding declined from $1.71 billion to $1.63 billion as a
result of limited origination activity, resolutions of problem
loans and charge-offs.  Total deposits declined during the quarter
to $2.04 billion from $2.16 billion at June 30, 2011, as the
Company continued to reduce its excess cash position.

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

                    About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company said in its Form 10-Q for the Sept. 30, 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010.  However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on Sept. 30, 2010.

The Company reported a net loss of $210.35 million on $122.20
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $201.45 million on $149.44 million of
total interest income during the prior year.

The Company's balance sheet at June 30, 2011, showed $2.59 billion
in total assets, $2.43 billion in total liabilities, and
$161.64 million in total shareholders' equity.


HARRISBURG, PA: Plans Citywide 'Yard Sale' to Raise Funds
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that stowed in a warehouse with a
leaky skylight is one of Harrisburg, Pa.'s remaining valuable
assets: a U.S. Cavalry horse's hoof purportedly found on the
battlefield at Little Bighorn, the site of Lt. Col. George A.
Custer's Last Stand in 1876.

Meanwhile, DBR reports that Harrisburg, Pa.'s bankruptcy case came
under attack from worker unions, municipal bond insurers and the
state leaders who argued that the illegitimate Chapter 9 case
shouldn't be allowed to continue.


                About Harrisburg, Pennsylvania

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

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

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

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

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


HENDRIX-BARNHILL: Court Rejects Plan That Unfairly Treats BB&T
--------------------------------------------------------------
Bankruptcy Judge Randy D. Doub denied confirmation of the Chapter
11 plan of reorganization filed by Hendrix-Barnhill Company, Inc.,
on June 13, 2011, saying the proposed treatment of Branch Banking
and Trust Company's claims is not fair and equitable.  The Plan

Bankruptcy Judge Randy D. Doub denied confirmation of the Chapter
11 plan of reorganization filed by Hendrix-Barnhill Company, Inc.,
on June 13, 2011, saying the proposed treatment of Branch Banking
and Trust Company's claims is not fair and equitable.  The Plan
proposes a lengthy period of amortization and places all of the
risks associated with the debt on BB&T.  The proposed interest
rate of 5.5% is below the market rate of interest for a loan
secured by equipment, inventory, and accounts receivable.
Additionally, a 10-year amortization period is not a reasonable
market term for a loan of this nature.

The Debtor intends to fund its Plan through continued business
operations.  The Debtor is indebted to BB&T pursuant to two
promissory notes.  Both promissory notes were executed on Jan. 2,
2009, and are secured by accounts receivable, inventory,
equipment, and certain vehicles.  The first promissory note in the
principal amount of $1,410,000 was modified in March 2010 to be
payable in 39 installments of principal and interest in the amount
of $27,425 beginning October 2010 and one final balloon payment.
The contract interest rate is stated in the modification agreement
as "the Adjusted LIBOR Rate."

BB&T filed a claim for $1,068,208 referencing the first promissory
note.  The second promissory note is in the principal amount of
$1,000,000.  The contract interest rate is stated as "the Adjusted
LIBOR Rate."  The principal on the second promissory note was due
on Jan. 5, 2010, and interest was payable monthly.

BB&T filed another claim for $889,600, referencing the second
promissory note.  The total prepetition amount of the two loans is
$1,957,808.

Pursuant to the Plan, the Debtor proposes to treat the two loans
as one claim, secured in the amount of $533,090.  The Debtor
proposes to amortize the secured amount over 10 years with
interest accruing at 5.5% per annum, and a balloon payment in five
years.  The balance of the claim will be treated as a general
unsecured claim.

BB&T voted to reject the Plan.  BB&T objects to its treatment
under the Plan and argues that its treatment is not fair and
equitable within the meaning of 11 U.S.C. Sec. 1129(b).  BB&T
asserts that an interest rate of 5.5% is not a market rate of
interest for a loan that is secured by equipment, inventory, and
accounts receivable.  Additionally, BB&T contends its treatment is
not fair and equitable, because the proposed amortization period
is not a loan term that the Debtor could secure in the open
market.  BB&T argues that lenders, including BB&T, typically do
not extend equipment/inventory loans beyond five years.

BB&T further objects to its treatment and argues that the Plan
does not satisfy the absolute priority rule pursuant to 11 U.S.C.
Sec. 1129(b)(2)(B) and the Debtor's Disclosure Statement does not
contain adequate information as required by 11 U.S.C. Sec. 1125(b)
of the Bankruptcy Code.

The Bankruptcy Administrator, CNA Surety and Ferguson Enterprises,
Inc. d/b/a Ferguson Enterprises, Inc. of Virginia, also objected
to the Plan.  Because the Court finds that the treatment of BB&T
is not fair and equitable, the Court did not address the remaining
objections advanced by BB&T, CNA Surety, and Ferguson Enterprises
at this juncture.

The Court conducted a hearing on the Plan and Disclosure Statement
on Sept. 27, 2011.

A copy of the Court's Oct. 27, 2011 Order is available at
http://is.gd/hwZiVkfrom Leagle.com.

Hendrix-Barnhill Company, Inc., in Greenville, North Carolina, is
engaged in the business of installing utilities throughout Eastern
North Carolina.  Hendrix-Barnhill filed for Chapter 11 bankruptcy
(Bankr. E.D.N.C. Case No. 11-01974) on March 15, 2011.  Trawick H.
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the
Debtor.  The Debtor scheduled assets of $592,255 and debts of
$2,715,257.  The petition was signed by R. Kelly Barnhill, Jr.,
president.


HERCULES OFFSHORE: Files Form 10-Q, Incurs $17MM Q3 Net Loss
------------------------------------------------------------
Hercules Offshore, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $16.99 million on $162.99 million of revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$15.06 million on $157.61 million of revenue for the same period
during the prior year.

The Company also reported a net loss of $54.64 million on $492.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $50 million on $460.06 million of
revenue for the same period a year ago.

The Company reported a net loss of $134.59 million on $657.48
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $91.73 million on $742.85 million of revenue during
the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.05
billion in total assets, $1.12 billion in total liabilities and
$928.65 million in total stockholders' equity.

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

                        http://is.gd/eJYiPL

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Troubled Company Reporter said on Nov. 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HILCORP ENERGY: Moody's Raises CFR to 'Ba3'; Outlook Positive
-------------------------------------------------------------
Moody's Investors Service upgraded Hilcorp Energy I, L.P.'s
(Hilcorp) Corporate Family Rating (CFR) to Ba3 from B1 and its
senior unsecured notes rating to B1 from B2. Moody's revised the
outlook to positive from stable.

RATING RATIONALE

"The ratings upgrade to Ba3 reflects the de-leveraging impact that
the announced sale of joint venture company Hilcorp Resources, LLC
(Resources) will have on Hilcorp's overall financial profile"
commented Andrew Brooks, Moody's Vice-President.

Hilcorp announced in May 2011 that it had agreed to sell
Resources, in which the company holds a 46% interest and
approximately 141,000 net acres in the Eagle Ford shale, to
Marathon Oil Company for $3.5 billion. Hilcorp expects to receive
approximately $1.4 billion in after-tax cash proceeds when the
transaction closes in early November. The positive outlook
highlights the continuing progress Hilcorp has evidenced growing
its asset base while remaining a low cost operator, and further
reflects Hilcorp's low leverage compared to its peers.

Proceeds from the Resources sale are expected to be used to fund
several announced asset acquisitions and debt redemptions. In July
Hilcorp redeemed its $200 million of 9% notes, and has issued a
notice of redemption for the $443 million remaining outstanding of
its $500 million 7.75% notes due 2015. Additionally, Hilcorp
recently closed three asset acquisitions in its core Gulf Coast
operating area, and has a sizeable pending acquisition of 14 Cook
Inlet, Alaska fields, which is anticipated to close in December
2011. These acquisitions could increase Hilcorp's 2012 production
by approximately one-third from 2011's exit rate.

Hilcorp's planned debt reduction is significant, reducing debt to
proved developed reserves (including Moody's standard adjustments)
to under $6 per boe on a pro forma basis, and dropping debt to
daily production roughly in half to approximately $12,500 per boe,
both comparing attractively relative to Ba3 rated peers. Given
Hilcorp's aggressive growth aspirations to double production over
the next five-years, it is unlikely that debt reduction of this
magnitude is permanent, and the Ba3 CFR affords Hilcorp the
flexibility of a reasonable amount of debt financing in the
future. However, it is Moody's expectation that Hilcorp's use of
leverage will be more subdued going forward than it has been in
the past. Hilcorp has consistently increased reserves and
production through its acquire and exploit strategy while managing
its leverage within a narrow band over a number of industry
cycles. For these reasons, Moody's believes any subsequent
increase in leverage will be manageable within its current
ratings.

While the sale of Eagle Ford prior to major development work is
something of a departure from Hilcorp's more typical acquire and
exploit strategy, it is nonetheless consistent with Hilcorp's
opportunistic focus on value creation. More typical is Hilcorp's
strategy of acquiring older, more mature, legacy properties with a
base level of production, creating value by exploiting their over-
looked potential. In doing so, Hilcorp has acquired a portfolio of
oil and gas properties located in South Louisiana, the Texas Gulf
Coast and shallow water Gulf of Mexico whose proved reserves and
average daily production in 2010 totaled 233 million boe and
59,000 boe/d (49% crude/51% gas), respectively. With over 5,500
wells in approximately 230 fields, approximately 96% operated by
Hilcorp, its reserves are well diversified with little
concentration. These relatively low geological risk projects
should enable Hilcorp to continue to report all sources finding
and development costs at levels close to its current three year
average of $11.40 per boe, again comparing well relative to its
Ba3 peers.

From a liquidity standpoint, after giving effect to the Eagle Ford
sale proceeds and expected debt reduction, Hilcorp expects to have
balance sheet cash of approximately $600 million, and will have no
borrowings under its $650 million senior secured borrowing base
revolving credit, which matures in July 2016. The B1 senior note
rating, one notch lower than its Ba3 CFR, reflects the relative
position of the senior notes in Hilcorp's capital structure. On a
pro forma basis, there is ample cushion to expect ongoing
compliance with the financial covenants.

While there is the expectation that Hilcorp will eventually re-
lever to some extent, a positive rating action could occur as
Hilcorp gains scale assuming it holds debt to average daily
production under $15,000 boe per day, and debt to proved developed
reserves in the area of $5 per boe while maintaining its low-cost
all-sources finding and development costs around $12 per boe.
Moody's further expects that Hilcorp's acquisition appetite not
materially deviate from its historic focus on manageably-sized
transactions, and that there is reasonable clarity into its
capital spending intent. Hilcorp's ratings would be negatively
impacted by a material re-leveraging of its capital structure to
fund a sizeable acquisition or dividends.

The principal methodology used in rating Hilcorp was Moody's
Global Independent Exploration and Production Industry rating
methodology published in December 2008.

Hilcorp is a private limited partnership based in Houston, Texas.


HMC/CAH CONSOLIDATED: U.S. Trustee Appoints Creditors' Panel
------------------------------------------------------------
Nancy J. Gargula, the United States Trustee for Region 13,
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 HMC/CAH Consolidated, Inc.

The Creditors Committee members are:

      1. Agility Health, Inc.
         Attn: Kenneth E. Scholten
         607 Dewey Avenue NW, Suite 300
         Grand Rapids, MI 49504
         Tel: (616) 356-5007
         Fax: (616) 355-5001

      2. Spectron Corporation
         Attn: Pamela J. Young
         5416 S. Yale, Suite 650
         Tulsa, OK 74135
         Tel: (918) 488-8031, Ext. 3115
         Fax: (918) 488-9433

      3. Oklahoma Blood Institute
         Attn: Mark Patterson
        1001 N. Lincoln Blvd.
        Oklahoma, OK 73104
        Tel: (405) 297-5605
        Fax: (405) 297-5718

     4. Rural Access Medical Providers, PA
        Attn: Stephen B. Futh
        3 Traveller Lane
        New Bern, NC 28562
        Tel: (1-800) 831-2711, Ext. 2
        Fax: (1-800) 831-2711

     5. North Carolina Baptist Hospital
        Attn: J. McLain Wallace Jr.
        Medical Center Boulevard
        Winston-Salem, NC 27157-1021
        Tel: (336) 716-2959
        Fax: (336) 713-4168

                     About HMC/CAH Consolidated

Kansas City, Missouri-based HMC/CAH Consolidated, Inc., is in the
business of acquiring and operating a system of acute care
hospitals located in rural communities that are certified by The
Centers for Medicare and Medicaid Services as Critical Access
Hospitals or CAHs.  The core focus of HMC/CAH's business plan is
to replace the technologically out of date and operationally
inefficient medical facilities of its CAHs with newly constructed
state-of-the art facilities.  Since its incorporation, HMC/CAH has
purchased 12 rural hospitals certified as Critical Access
Hospitals.  These CAH Hospitals are located in Kansas (3),
Oklahoma (5), Missouri (1), Tennessee (1) and North Carolina (2).
The CAH Hospitals are the lifeline of the communities that they
serve.  The CAH Hospitals provide critical health services to
rural residents, including emergency medical services.

HMC/CAH and 12 affiliates filed for Chapter 11 bankruptcy (Bankr.
W.D. Mo. Case Nos. 11-44738 to 11-44750) on Oct. 10, 2011.  Judge
Dennis R. Dow presides over the case.  Mark T. Benedict, Esq., at
Husch Blackwell Sanders LLP, represents the Debtors as counsel.
In its petition, the Debtors estimated $10 million to $50 million
in assets and debts.  The petition was signed by Dennis Davis,
chief legal officer.


HUSSEY COPPER: Committee Retains FTI Consulting as Advisor
----------------------------------------------------------
Hussey Copper Corp.'s official committee of unsecured creditors
asks permission from the U.S. Bankruptcy Court for the District of
Delaware to retain FTI Consulting, Inc., as restructuring and
financial advisor.

Upon retention, the firm will, among other things:

   a. assist with the assessment and monitoring of the Debtor's
      short-term cash flow, liquidity, pre-petition claim payments
      and operating results;

   b. assist and advice to the Committee with respect to the
      proposed sale of substantially all of the Debtor's assets;
      and

   c. assist and advice to the Committee with respect to any
      additional or alternative proposed disposition of assets or
      sale process.


Connor Tully, FTI Consulting senior managing director, attests
that the firm is a "disinterested person," as that term is defined
in Section 101(14) of the Bankruptcy Code.

FTi will seek payment for compensation on a fixed monthly basis of
$50,000 per month and a completion fee based on a recovery to
unsecured creditors, plus reimbursement of actual and necessary
expenses incurred by FTI.  A base level completion fee in the
amount of $200,000 will be earned when a Plan is filed, which
estimates that distributable value will be available to unsecured
creditors.  In addition to the Base Completion Fee, the Completion
Fee shall increase by 2% for each incremental dollar of
distributable value available to unsecured creditors up to a
maximum Completion Fee of %500,000.

                         About Hussey Copper

Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848.  The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products.  The Company has more than 500 full-time employees.

Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets.  Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016). Hussey
Copper Ltd. estimated $100 million to $500 million in assets and
debts.  Hussey Copper Corp. estimated up to $50,000 in assets and
up to $100 million in debts.

Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors.  Donlin Recano & Company Inc. is the claims and notice
agent.

An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel.  The panel
selected Klehr Harrison Harvey Branzburg LLP as counsel.

The stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC, is represented in the case by David D. Watson, Esq.,
and Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.
Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington, serves as counsel.


HUSSEY COPPER: Committee Retains Lowenstein Sandler as Counsel
--------------------------------------------------------------
Hussey Copper Corp.'s official committee of unsecured creditors
asks permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Lowenstein Sandler PC counsel.

Upon retention, the firm will, among other things:

   a. provide legal advice necessary with respect to the
      Committee's powers and duties as an official committee
      appointed under Sec. 1102 of the Bankruptcy Code;

   b. assist the Committee in negotiating favorable terms for
      unsecured creditors with respect to (i) any proposed asset
      purchased agreement for the sale of substantially all of the
      Debtor's assets, (ii) the Debtor's request for final
      approval for financing or for the use of its cash
      collateral, and (iii) other request for relief which would
      impact unsecured creditors; and

   c. prepare on behalf of the Committee, as necessary,
      applications, motions, complaints, answers, orders,
      agreements and other legal papers.

The firm's rates are:

      Personnel            Rates
      ---------            -----
      Partners             $435-$895/hour
      Senior Counsel       $390-$660/hour
      Counsel              $350-$630/hour
      Associates           $250-$470/hour
      Legal Assistants     $145-$245/hour

Sharon L. Levine, member of Lowenstein Sandler, attests that the
firm is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code.

                         About Hussey Copper

Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848.  The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products.  The Company has more than 500 full-time employees.

Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets.  Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016). Hussey
Copper Ltd. estimated $100 million to $500 million in assets and
debts.  Hussey Copper Corp. estimated up to $50,000 in assets and
up to $100 million in debts.

Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors.  Donlin Recano & Company Inc. is the claims and notice
agent.

An official creditors' committee has been appointed in the case.
The panel selected FTI Consulting, Inc. as restructuring and
financial advisor.  The panel selected Klehr Harrison Harvey
Branzburg LLP as counsel.

The stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC, is represented in the case by David D. Watson, Esq.,
and Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.
Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington, serves as counsel.


HUSSEY COPPER: Committee Retains Klehr Harrison as Counsel
----------------------------------------------------------
Hussey Copper Corp.'s official committee of unsecured creditors
asks permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Klehr Harrison Harvey Branzburg LLP as counsel.

Upon retention, the firm will, among other things:

   a. advise the Creditors' Committee with respect to its rights,
      powers and duties in these cases;

   b. attend meetings and negotiate with the representatives of
      the Debtors and other consultants; and

   c. assist and advise the Creditors' Committee in the
      examination and analysis of the conduct of the Debtors'
      affairs.

The firm's rates are:

    Personnel           Rates
    ---------           -----
    Partners            $325-$600/hour
    Associates          $205-$365/hour
    Paralegals          $120-$190/hour

Domenic E. Pacitti, a  partner of Klehr Harrison Harvey Branzburg
LLP, attests that the firm is a "disinterested person," as that
term is defined in section 101(14) of the Bankruptcy Code.

                         About Hussey Copper

Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848.  The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products.  The Company has more than 500 full-time employees.

Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets.  Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016). Hussey
Copper Ltd. estimated $100 million to $500 million in assets and
debts.  Hussey Copper Corp. estimated up to $50,000 in assets and
up to $100 million in debts.

Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors.  Donlin Recano & Company Inc. is the claims and notice
agent.

An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel.  The panel
selected FTI Consulting, Inc. as restructuring and financial
advisor.

The stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC, is represented in the case by David D. Watson, Esq.,
and Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.
Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington, serves as counsel.


HUSSEY COPPER: Wants to Give Bonuses in Connection With Sale
------------------------------------------------------------
Dow Jones' Daily DBR Small Cap reports that Hussey Copper Corp. is
seeking to give as much as $2.7 million in employee bonuses under
an incentive plan that hinges on the success of its sale process.

                      About Hussey Copper

Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848.  The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products.  The Company has more than 500 full-time employees.

Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets.  Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016). Hussey
Copper Ltd. estimated $100 million to $500 million in assets and
debts.  Hussey Copper Corp. estimated up to $50,000 in assets and
up to $100 million in debts.

Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors.  Donlin Recano & Company Inc. is the claims and notice
agent.

An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel.

The stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC, is represented in the case by David D. Watson, Esq.,
and Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.
Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington, serves as counsel.


KENNY G: Case Summary & Largest Unsecured Creditor
--------------------------------------------------
Debtor: Kenny G Enterprises, LLC
        2081 Business Center Drive, Suite 230
        Irvine, CA 92612

Bankruptcy Case No.: 11-24750

Chapter 11 Petition Date: October 24, 2011

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

Debtor's Counsel: Perry Roshan-Zamir, Esq.
                  LAW OFFICES OF PERRY ROSHAN-ZAMIR
                  2530 Wilshire Boulevard, 3rd Floor
                  Santa Monica, CA 90403
                  Tel: (310) 582-1993
                  Fax: (310) 582-1994
                  E-mail: perry@roshan-zamir.com

Estimated Assets: Not Stated

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

The petition was signed by Kenneth Gharib, managing member.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
ABC Loan Relief, Inc.              --                      $45,000
P.O. Box 6553
Orange, CA 92863


KOREA TECHNOLOGY: Court Approves Durham Jones as Counsel
--------------------------------------------------------
Korea Technology Industry America, Inc., and its debtor
affiliates, obtained bankruptcy court permission to employ Durham
Jones & Pinegar as their counsel.  No objection to the application
was filed.

Steven J. McCardell, Esq., and Kenneth L. Cannon II, Esq., will
each bill $360 per hour for this engagement.

The Debtors assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                      About Korea Technology

Korea Technology Industry America, Inc., is a subsidiary of Seoul-
based Korea Technology Industry Co. that tried to squeeze crude
oil from Utah's sandy ridges.  Korea Technology Industry America,
Uintah Basin Resources LLC, and Crown Asphalt Ridge L.L.C., filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Utah Case Nos.
11-32259, 11-32261, and 11-32264) on Aug. 22, 2011.  The cases are
jointly administered under KTIA's case.  Steven J. McCardell,
Esq., and Kenneth L. Cannon II, Esq., at Durham Jones & Pinegar,
in Salt Lake City, serve as the Debtors' counsel.  The Debtors
disclosed US$35,246,360 in assets and US$38,751,528 in debts.

Proofs of claim are due by Oct. 15 and government proofs of claim
are due by Feb. 18, 2012.


LAST MILE: Wants to Use Manufacturers and Traders' Cash
-------------------------------------------------------
Last Mile Inc. seeks permission from the Bankruptcy Court to use
cash collateral securing its obligations to Manufacturers and
Traders Trust Company.

The Debtor said that, without the use of the cash collateral, the
Company may be unable to continue the normal operation of its
business.  The Lender has consented to the use of cash collateral
on an interim basis.

At the Final Hearing, which the Debtor requests be held by
Nov. 10, 2011, the Company will seek continued use of cash
collateral to operate its business and comply with its obligations
as debtor in possession.

At the Final Hearing, the Company intends to request that the
Court grant the continued use of Cash Collateral through to the
earlier of the effective date of a confirmed chapter 11 plan or
Jan. 31, 2012.

The Debtor has prepared a 13-week cash flow projection, through
Jan. 14, 2012.  The Debtor expects cash receipts during the period
to total $2.34 million and total cash available to be $2.61
million.  The Debtor anticipates operational expenses to total
$2.01 million and restructuring charges of $295,000 during the
period.

On May 19, 2008, the Debtor entered into a loan agreement with the
Lender for a working capital line of credit loan in the maximum
principal amount of $12,000,000.  As of Oct. 13, 2011, the total
amount outstanding under the Loan, including interest, costs,
fees, penalties and expenses, is $6.65 million.

The Debtor said in court papers it is operationally and
financially sound.  It was forced to file for bankruptcy after
First Telecom Services, its fiber-optic supplier, informed the
Debtor on Oct. 1 that it would discontinue service to the Debtor
at midnight on Wednesday, Oct. 12, 2011, unless the Debtor paid
all past due amounts totaling $414,986 plus an aggregate profit
sharing payment that First Telecom estimates to be between $3
million and $8.7 million.  The Debtor did not have the cash
available to pay the past due amounts, and disagrees with First
Telecom's assertion that a profit sharing amount is owed.
Negotiations between Oct. 3 -- when the Debtor received notice
from First Telecom -- and Oct. 12 were unsuccessful.

The Debtor noted that substantially all of its suppliers have been
working with the Debtor.

The Debtor said that if First Telecom would have terminated the
service and underlying contracts, the Debtor would have been
unable to provide service to all of its customers, including over
180 school districts in Pennsylvania as well as over 40 rural
hospitals.  The Debtor provides service to more than 33% of the
state's school districts and the statewide education network
serving all of Pennsylvania's Intermediate Units.

The Debtor also said its enterprise value would have virtually
destroyed.

                          About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Kenneth A. Rosen, Esq., and Thomas A. Pitta, Esq. --
krosen@lowenstein.com and tpitta@lowenstein.com -- at Lowenstein
Sandler, P.C., represent the Debtor as counsel.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
debts.  The petition was signed by Darol Lain, president.


LAST MILE: Sec. 341 Creditors' Meeting Set for Nov. 18
------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in the bankruptcy case of Last Mile Inc., on Nov. 18, 2011, at
2:30 p.m. at 80 Broad St., 4th Floor, USTM.

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.

                          About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Kenneth A. Rosen, Esq., and Thomas A. Pitta, Esq. --
krosen@lowenstein.com and tpitta@lowenstein.com -- at Lowenstein
Sandler, P.C., represent the Debtor as counsel.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
debts.  The petition was signed by Darol Lain, president.


LEGACY VILLAGE: Commercial Site in Receivership, Faces Foreclosure
------------------------------------------------------------------
John Jarvis at The Marion Star reports that a commercial site at
152-160 McMahan Blvd. is in receivership, and Marion County Common
Pleas Court will decide whether to grant the mortgage bank
foreclosure on the property.

Judge Robert S. Davidson on Sept. 20 granted PNC Bank's motion for
immediate appointment of a receiver to run the financially
troubled property, which faces Ohio 95 East at the front of Legacy
Crossing, according to the report.

The 42,800-square-foot building houses RadioShack, Anytime Fitness
and two vacant spaces.

The Marion Star says that court records revealed that PNC Bank
filed a complaint for foreclosure, assignment of rents and
appointment of receiver on Sept. 15, contending the owner of the
property, Legacy Village Ventures LLC, owes $2,721,279.

Mark S. Froehlich of NAI/Ohio Equities LLC in Columbus, whose
appointment was agreed to by Legacy Village Ventures LLC, will
operate and manage the property, collect rent and retain a
commercial real estate brokerage company to market the property in
receivership, Davidson's order states, the report relates.

Mr. Froehlich will negotiate and enter into lease agreements with
existing and prospective tenants, the report adds.


LEHMAN BROTHERS: Creditors With $160-Bil.++ in Claims Support Plan
------------------------------------------------------------------
Lehman Brothers Holdings Inc. has filed with the U.S. Bankruptcy
Court for the Southern District of New York a supplement to the
proposed Chapter 11 plan, incorporating nine major settlement
agreements.

The court filing includes six agreements with 67 Lehman non-
controlled affiliates and three agreements with large creditors.
A full-text copy of the filing is available without charge at:

     http://bankrupt.com/misc/LBHI_PlanSupp102611.pdf

The affiliates are Lehman Luxembourg, Lehman Japan, Lehman
Brothers Securities N.V. (Curacao), Lehman Brothers International
(Europe) and 56 other U.K.-based affiliates overseen by
PricewaterhouseCoopers AG, Zurich.  Meanwhile, the creditors are
Bundesverband Deutscher Banken and Deutsche Bundesbank.

As of October 26, 2011, Lehman has reached settlement with most
of their affiliates including those in Germany, Hong Kong, The
Netherlands and Singapore.

The parties to the settlement and other Lehman creditors holding
more than $160 billion in claims have all executed so-called plan
support agreements, according to a company statement dated
October 26, 2011.

Lehman also said it reached an agreement in principle to settle
the claims of Lehman Re Ltd., one of its affiliates in Bermuda.
The agreement must be documented and approved by a Bermuda court
and the Bankruptcy Court as part of the confirmation of Lehman's
proposed plan.

There is no assurance that the agreement with Lehman Re will be
consummated and details about the deal are not yet available,
according to the statement.

"The rapidly growing level of support for our plan demonstrates
that our creditors understand the logic of the economic
compromise we have proposed," said Bryan Marsal, Lehman's chief
executive officer, in the statement.

"Those creditors who signed PSAs clearly recognize that this plan
provides the best path toward expeditious distributions to
creditors," he further said.

Lori Fife, Esq., at Weil Gotshal & Manges LLP, in New York, said,
"The significance of the settlements disclosed should not be
underestimated.  Lehman has passed another important milestone on
its road to a largely consensual confirmation of its plan."

Implementation of the proposed plan is subject to the provisions
of U.S. Bankruptcy law, acceptance by the requisite majorities of
voting creditors and approval of the Bankruptcy Court.

The hearing to consider confirmation of the plan is scheduled for
December 6, 2011, before Judge James Peck.  The deadline for
voting on the proposed plan is November 4, 2011.

Deutsche Bundesbank, an unsecured creditor of LBHI, filed court
papers expressing support for the confirmation of the Lehman
plan.

                    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 Bank Opposes Plan's Claims Treatment
--------------------------------------------------------------
Deutsche Bank AG, which reportedly holds almost $2.4 billion in
claims, asked Judge Peck to deny confirmation of the Lehman plan.

The move comes after the bankruptcy judge denied reclassification
of the bank's claims as general unsecured claims under the plan.

Deutsche Bank previously filed a motion to reclassify its claims
against LBHI and its commercial paper unit after they were
allegedly misclassified under the plan.  The bank expressed
concern that the value of its clams would be reduced as a result
of the misclassification.

The claims, each in the face amount of more than $1 billion, were
acquired by Deutsche Bank from the administrator of Lehman
Brothers Bankhaus AG.

"The plan cannot be confirmed unless the confirmation order
provides proper classification and treatment of the claims," said
the bank's lawyer, Alan Kolod, Esq., at Moses & Singer LLP, in
New York.

Mr. Kolod further said a provision must be added to the order
confirming the Lehman plan that would protect Deutsche Bank's
rights to the proper treatment of its claims in case the issue is
not resolved at the December 6 hearing.

                    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: Has Settlement With Danske Bank
------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval of an agreement which calls for the settlement of
claims of Danske Bank A/S.

Under the deal, Danske Bank's claim against Lehman Commercial
Paper Inc. will be reduced to $580 million, and allowed as a non-
priority, general unsecured claim against the Lehman subsidiary
in Class 4A under the proposed Chapter 11 plan.

Meanwhile, the bank's claim against LBHI will be reduced to $580
million and allowed as a senior non-priority, general unsecured
claim against the company in Class 5 under the plan.

Both claims stemmed from a 1999 repurchase agreement between LCPI
and Danske Bank, which allowed the Lehman unit to sell and
repurchase loans.  LCPI's obligations were guaranteed by its
parent company.

Under the proposed settlement, Danske agreed to release its three
other claims against LBHI totaling more than $20 million, and
another claim in the sum of more than $19.5 million against its
subsidiary, Lehman Brothers Special Financing Inc.  These claims
reportedly stemmed from derivative deals.

Playa Pelicano Holdings SRL, a Danske subsidiary, is required
under the proposed settlement to transfer to LCPI or designee the
loan it availed from LBHI.  The loan in the sum of $33 million is
secured by certain properties in Costa Rica.

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

In connection with the settlement, Danske entered into a so-
called plan support agreement, which requires it to vote in favor
of the proposed plan.

Judge James Peck will hold a hearing on November 16, 2011, to
consider approval of the settlement.  The deadline for filing
objections is November 9, 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: Seeks Approval of Deal With SCC Acquisitions
-------------------------------------------------------------
Lehman Brothers Holdings Inc. sought and obtained court ruling
approving an agreement to settle a dispute with a group of
developers led by SCC Acquisitions Inc. over how to reorganize
its real estate projects in California.

The settlement grants SCC Acquisitions an option to buy two of
the projects owned by affiliates LB/L-SunCal Oak Valley LLC and
Delta Coves Venture LLC for $57.5 million.

The deal also calls for mutual releases of claims relating to the
real estate projects, and the loans provided by Lehman Commercial
Paper Inc. and three other Lehman units to SCC Acquisitions'
affiliates that are in bankruptcy protection.

The Lehman units previously provided about $1.8 billion to the
SCC entities to acquire and develop the projects.

Under the settlement, SCC Acquisitions also agreed to support the
restructuring plans, which the Lehman units proposed for the
company's affiliates that are in bankruptcy protection.

The SCC entities' bankruptcy cases are overseen by the U.S.
Bankruptcy Court for the Central District of California, which
must also approve the settlement.

A full-text copy of the term sheet which lays out the terms of
the settlement is available without charge at:

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


LEHMAN BROTHERS: New Jersey Renews Lawsuit Against Auditor
----------------------------------------------------------
The state of New Jersey is renewing its lawsuit against Ernst &
Young LLP, accusing the accounting firm of helping Lehman
Brothers Holdings Inc. cover up its declining health in the
months prior to its collapse, according to an October 11, 2011
report by The Wall Street Journal.

New Jersey's investment division, which manages pension and
retirement plan funds for over 700,000 state workers, invested
$385 million by purchasing a combination of Lehman stock and
notes prior to the company's collapse.  The state reportedly lost
more than $192 million on its Lehman investment.

In the amended suit filed in federal court, the state's lawyers
said Lehman's use of so-called Repo 105 deals falsely allowed the
company to present itself as financially healthier than it really
was.  They alleged that Ernst & Young, Lehman's auditor, made
misstatements in July 2008 about the company's compliance with
accounting rules although it knew about its use of the Repo 105
deals, WSJ reported.

The repo transaction is an artificial sale and buy-back deal that
enabled Lehman to hide billions of debts from regulators and
allowed the company to look healthier when it reported quarterly
financial data.

New Jersey amended its suit against Ernst & Young in recognition
of the July ruling of the U.S. District Court in New York.  The
district court threw out some claims in the class-action suit
against the accounting firm but it allowed a claim to continue
alleging that the firm made misstatements in July 2008 about
Lehman's compliance with accounting rules, WSJ reported.

The state initially sued former Lehman Chief Executive Richard
Fuld and several other officers and directors.  In August, the
ex-Lehman officials reached an $8.25 million settlement with New
Jersey, which is yet to be approved by a bankruptcy court, the
report said.

Ernst & Young spokesman Charlie Perkins said the firm has always
acted properly.

"Lehman's bankruptcy declaration occurred in the midst of a
global financial crisis triggered by dramatic increases in
mortgage defaults, associated losses in mortgage and real estate
portfolios and a severe tightening of liquidity," WSJ quoted Mr.
Perkins as saying.

"Lehman's demise was caused by the global financial crisis that
impacted the entire financial sector, not by accounting or
financial reporting issues," he said.

                    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: Loses First Broker Bonus Case
----------------------------------------------
Lehman Brothers Holdings Inc. suffered its first loss in its
effort to win back parts of upfront bonuses paid to former
brokers, according to an October 12, 2011 report by Reuters.

In a decision handed down this week, the Financial Industry
Regulatory Authority's arbitration panel said that former broker
Jennifer Mitchell does not have to return the bonus she received
when she joined Lehman three years before its bankruptcy filing,
Reuters reported.

Ms. Mitchell is one of the roughly 50 former brokers being
pursued by Lehman to return parts of bonuses they received when
hired.  The company has already won four cases and has been
awarded nearly $4 million from the four brokers.

The payments, referred to as "employee forgivable loans," are
paid upfront and structured as loans forgiven over time.  Brokers
who leave the firm or whose employment is terminated before the
loan term is over must return part of the payment.

In the case of Lehman brokers, their employment ended when the
company filed for bankruptcy and Barclays PLC bought its U.S.
brokerage arm, Reuters reported.

                    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: Loses Appeal With Nortel on $3BB UK Pension Debt
-----------------------------------------------------------------
Networks Corp. lost a bid to overturn a court order forcing them
to pay 2.23 billion pounds (US$3.5 billion) into underfunded
pensions plans, Kit Chellel of Bloomberg News reported on
Oct. 14.

A London appeals court ruled in favor of the U.K. Pensions
Regulator, which is seeking GBP125 million from Lehman and
GBP2.1 billion from Nortel to meet the shortfall, the report
related.  The case hinged on whether employee pensions take
priority over creditors when a company collapses into
administration.

"It would be extraordinary if the onset of insolvency were to
thwart a process already under way, or even only contemplated, on
the part of the Pensions Regulator," Justice Timothy Lloyd during
the hearing, according to Bloomberg.

The judgment "will improve the position of the pensioners who are
currently negotiating with U.S. bondholders over the split of
$7.5 billion of cash realized from the sale of global assets,"
Jonathon Land, partner at PricewaterhouseCoopers LLP, who advised
the Nortel pension trustees, told Bloomberg.

The court said the Lehman deficit was GBP125 million, compared
with estimates of GBP148 million given at earlier court hearings,
Bloomberg related.

In a December ruling appealed by the companies, Judge Michael
Briggs said Lehman and Nortel's administrators would have to find
money to ensure they could meet their obligations to a combined
43,000 members of their pension plans, Bloomberg further related.

Bloomberg, citing Nick Moser, an insolvency lawyer at Taylor
Wessing LLP, said the ruling is likely to be appealed to the U.K.
Supreme Court.

"There is too much at stake for each party," Mr. Moser said in an
e-mailed statement to Bloomberg.  "The administrators can't
afford to lose and the regulator will feel that this is a point
he has to push as far as he reasonably can."

The decision is "disappointing," said Maria Stimpson, a pensions
lawyer at Allen & Overy LLP, Bloomberg related.  "It could make a
huge difference to the prospects of a business being successfully
rescued and, for the man on the street, the ordinary unsecured
creditor, how much of his money he will get back," Bloomberg
quoted Ms. Stimpson as saying.

                    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)


LIN TELEVISION: Moody's Affirms 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investor Services downgraded LIN Television Corporation's
("LIN") 8.375% sr unsecured notes to B3, LGD 4 -- 58% from Ba3,
LGD 2 -- 23% and downgraded the 6.5% senior subordinated notes to
Caa1, LGD 5 -- 83% from B3, LGD 5 -- 73%. The downgrades were due
to the issuance of a new $75 Million sr secured 1st lien revolver
(unrated) and a new $125 million sr secured 1st lien term loan A
(unrated) to redeem a portion of the 6.5% sr subordinated notes.
In addition, Moody's affirmed LIN's B2 Corporate Family Rating
(CFR) and Probability of Default Rating (PDR). The Speculative
Grade Liquidity (SGL) Rating was also affirmed at SGL -- 2 and the
rating outlook is stable.

Affirmed:

   Issuer: LIN Television Corporation

   -- Corporate Family Rating: Affirmed B2

   -- Probability of Default Rating: Affirmed B2

   -- Speculative Grade Liquidity Rating: Affirmed SGL -- 2

Downgrades:

   Issuer: LIN Television Corporation

   -- 8.375% Sr Unsecured Notes due 2018: Downgraded to B3, LGD4 ?
      - 58% from Ba3, LGD2 -- 23%

   -- 6.5% Million Sr Subordinated Notes due 2013 ($276 Million
      outstanding): Downgraded to Caa1, LGD5 -- 83% from B3, LGD5
      -- 73%

   -- 6.5% Class B Sr Subordinated Notes due 2013 ($141 Million
      outstanding): Downgraded to Caa1, LGD5 -- 83% from B3, LGD5
      -- 73%

Outlook Actions:

   Issuer: LIN Television Corporation

Outlook is Stable

To be withdrawn

   Issuer: LIN Television Corporation

   -- Existing Sr Secured First Lien Revolver due 2011: Ba2, LGD1
      - 2%

Recent Events

On October 26, 2011, LIN entered into a new credit agreement for a
$75 Million Senior Secured First Lien Revolver due 2016 (LIBOR +
300 bps) and a $125 Million Senior Secured First Lien Term Loan A
due 2017 (LIBOR + 300 bps). The new debt issuance along with
approximately $14 million of balance sheet cash will be used to
redeem approximately $165 million of 6.5% Senior Subordinated
Notes due 2013. Moody's views this transaction as the first step
towards the refinancing of near term maturities, primarily the
6.5% senior subordinated notes due 2013. Moody's expects the
company to be opportunistic in refinancing the remaining $252
million of Sr Subordinated Notes due 2013.

RATINGS RATIONALE

LIN's B2 Corporate Family Rating (CFR) reflects the company's
leading market positions and good free cash flow (two-year
average) generated from its geographically broad portfolio of
middle market broadcast television stations, moderately high
leverage, and overhang from LIN TV Corp.'s guarantee of the NBC JV
debt. The company's strategic focus on duopoly operations in a
majority of its markets leads to high in-market revenue share and
good margins. These strengths are tempered by exposure to cyclical
advertising revenue and the ongoing risk of audience diffusion
resulting from media fragmentation. As of June 30, 2011, LIN's
two-year average debt-to-EBITDA ratio was 5.6x (including Moody's
standard adjustments, 5.0x for the trailing 12 months) and Moody's
expects LIN will utilize its free cash flow to further reduce debt
balances, leading to improved capacity to fund an acquisition or
dissolution of the NBC JV within leverage parameters consistent
with its B2 CFR. Liquidity is good with minimum annual free cash
flow of $50 million (or a minimum 8% of debt balances) over the
rating horizon.

As noted previously, the NBC JV is a significant overhang that
poses elevated risk to the company's credit profile given the
decline in its asset value (as of December 2010, the NBC JV was
valued at $254 million less than amount due under the note,
improved from $366 million less as of December 2009) and shortfall
in meeting interest payments on its $815.5 million loan from
General Electric Capital Corporation ("GECC"). On January 28,
2011, Comcast acquired 51% of NBCUniversal, Inc. with GE owning
the remaining 49%. Additionally, LIN TV Corp. and GE agreed to
fund interest coverage shortfalls with loans based on LIN's
ownership interests (LIN 20%/GE 80%). Ratings hinge on Moody's
expectation that LIN will utilize free cash flow to reduce debt
and leverage to increase its capacity to finance an acquisition or
other dissolution of the NBC JV, particularly if it occurs prior
to the 2023 GECC loan maturity. Under most scenarios, an
acquisition or dissolution of the NBC JV would be leveraging to
LIN. LIN's capacity to fund a transaction without exceeding the
leverage metrics expected in the B2 CFR (as would be the case if a
transaction occurred in the near term) increases the longer it can
forestall such an event, and could be reached in 2013 assuming
free cash flow continues to be applied to reduce debt balances.

The CFR is affirmed at B2; however, as anticipated, the issuance
of senior secured credit facilities to refinance the 6.5% senior
subordinated notes, reduced the cushion provided by junior debt
and resulted in the downgrades. The B3, LGD 4 -- 58% rating on the
$200 million of guaranteed senior unsecured notes due 2018 and the
Caa1, LGD 5 -- 83% ratings on the 6.5% Senior Subordinates Notes
due 2013 reflect their effective subordination to LIN's new 1st
lien senior secured bank credit facilities. The ratings are one
and two notches below the CFR, respectively, and reflect weak
recovery prospects in a default scenario. The B3 rating on the
senior unsecured notes due 2018 is one notch below the B2 implied
rating indicated by the loss given default model to incorporate
the potential for LIN issuing additional secured debt to refinance
at least a portion of the remaining $252 million of 2013
maturities. Depending on the amount of additional secured debt
that LIN may raise to refinance remaining 2013 maturities, the
senior unsecured notes due 2018 could be downgraded further to
Caa1 from B3.

The stable rating outlook reflects Moody's expectations that the
company will maintain good liquidity, the two-year average debt-
to-EBITDA ratios (includes political and non-political years) will
remain below 6.0x over the rating horizon, and the company will
have capacity to fund any debt service shortfalls of the NBC JV
over the next 12-24 months. Moody's believes LIN will utilize its
free cash flow to repay debt and further reduce leverage creating
flexibility to complete a transaction that would resolve the
overhang from the guarantee of the NBC JV in advance of the GECC
loan maturity in 2023.

An advertising downturn, cash distributions to shareholders,
acquisitions or purchase/dissolution of the NBC JV that results in
the two-year average debt-to-EBITDA ratios being sustained above
6.75x (including Moody's standard adjustments) could lead to a
downgrade. Deterioration in liquidity including diminished
capacity to cover debt service shortfalls at the NBC JV (that
increases near term risk of a purchase/dissolution of the JV) or
other cash requirements could also result in a downgrade. An
upgrade is not likely until there is a clear path to resolution of
the overhang related to the NBC JV.

The principal methodology used in rating LIN Television was the
Global Broadcast Industry Methodology published in June 2008.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

LIN Television Corporation ("LIN"), headquartered in Providence,
RI, owns and operates or programs 32 television stations,
including two stations under local marketing agreements and four
stations pursuant to shared services agreements, in 17 mid-sized
markets in the United States. In addition, LIN TV Corp., the
company's parent, owns 20% of KXAS-TV in Dallas, Texas and KNSD-TV
in San Diego, California, through a joint venture with
NBCUniversal Media, LLC (NBC JV). HM Capital Partners LLC ("HMC")
holds an approximate 42% economic interest in LIN and
approximately 70% of voting control is held by HMC and Mr. Royal
Carson III, a LIN director and advisor for HMC. Through the 12
months ended June 30, 2011, the company generated revenue of
approximately $425 million (excluding NBC JV revenue, which is
accounted for under the equity method).


LOCATION BASED TECH: Board Appoints Four New Directors
------------------------------------------------------
The Board of Directors of Location Based Technologies, Inc.,
increased the number of directors from three to seven and
appointed Greggory Haugen, Charles "Chuck" Smith, David Meyers,
and Ronald Warner as directors.  It is anticipated that the new
Board members will be assigned to committees to be established by
the Board in the near future.

For their service, each new director will be granted options to
purchase 50,000 shares of common stock for joining the Board, and
options to purchase another 50,000 shares are to be granted in the
third quarter of their service.

Effective Oct. 25, 2011, the Board amended Article 3, Section 3.2,
of its Bylaws to increase the number of directors from three to
seven.

                  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.


MACROSOLVE INC: Shareholders Elect Seven Directors
--------------------------------------------------
MacroSolve, Inc., received and filed into the books and records of
the Company the Written Consent in Lieu of Meeting of a Majority
of the Shareholders.  Pursuant to the Director Election, the
shareholders of the majority of votes entitled to be cast of the
Company reelected the following seven directors to the Company's
Board of Directors to serve as directors of the Company for a term
of one year, until such time as their successors are duly elected
and qualified:

     (1) James C. McGill;
     (2) Steve Signoff;
     (3) David L. Humphrey;
     (4) John Clerico;
     (5) Dale A. Schoenfeld;
     (6) Howard Janzen; and
     (7) David R. Lawson.

As a result of the Director Election and effective immediately,
the Company's former Director of the Board of Directors, Clint
Parr, completed his last term as Director for the Company.  Prior
to the Director Election, Mr. Parr voluntarily withdrew his
candidacy for the new term as Director.  Mr. Parr will continue to
hold the office of President of the Company.

On Oct. 28, 2011, the Company filed an Amended Certificate of
Incorporation with the Oklahoma Secretary of State.  As a result
of the Amendment, the Company increased its authorized common
stock, par value $0.01 per share, to 500,000,000 shares from
200,000,000 shares.  The increase in authorized common stock was
approved by the Company's Board of Directors and a majority of the
Company's outstanding common stock entitled to vote.

                      About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.

The Company's balance sheet at June 30, 2011, showed $1.86 million
in total assets, $2.48 million in total liabilities, and a
$612,657 total stockholders' deficit.

As reported in the Troubled Company Reporter on April 7, 2010,
Hood Sutton Robinson & Freeman CPAs, P.C., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of the
Company's recurring losses from operations and net capital
deficiency.


MAGUIRE GROUP: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Maguire Group Holdings, Inc.
          fka Metric Engineering Group, Inc.
        13940 SW 136th Street, Suite 100
        Miami, FL 33186

Bankruptcy Case No.: 11-39347

Chapter 11 Petition Date: October 24, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Christopher A. Jarvinen, Esq.
                  BERGER SINGERMAN, P.A.
                  200 S. Biscayne Boulevard, #1000
                  Miami, FL 33131
                  Tel: (305) 714-4363
                  E-mail: cjarvinen@bergersingerman.com

                         - and -

                  James D. Gassenheimer, Esq.
                  BERGER SINGERMAN, P.A.
                  200 S. Biscayne Boulevard, #1000
                  Miami, FL 33131
                  Tel: (305) 755-9500
                  E-mail: jgassenheimer@bergersingerman.com

Debtor's
Notice and
Claims Agent:     KURTZMAN CARSON CONSULTANTS LLC

Debtor's
Communications
Consultants:      RASKY BAERLEIN STRATEGIC COMMUNICATIONS, INC.

Estimated Assets: $0 to $50,000

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

The petition was signed by Carlos A. Duart, president.

Affiliates that filed separate Chapter 11 petitions on Oct. 24,
2011:

        Entity                                        Case No.
        ------                                        --------
The Maguire Corporation                               10-39348
Maguire Group Inc.                                    10-39350
Maguire Group Architects, Engineers, Planners, Ltd.   11-39354
East Atlantic Casualty Company, Ltd.                  11-39352

The Company's list of its largest unsecured creditors contains
only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Richard Repeta                     Promissory Note      $1,160,000
40 Oak Bluff
Avon, CT 06001


MF GLOBAL: Files for Bankruptcy After Sale to Interactive Fails
---------------------------------------------------------------
MF Global Holdings Inc. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions mid-morning in the U.S. Bankruptcy
Court for the Southern District of New York after a planned sale
to Interactive Brokers Group collapsed.

As of Sept. 30, 2011, MF Global had $41,046,594,000 in total
assets and $39,683,915,000 in total liabilities.  It is easily the
largest bankruptcy filing so far this year.

According to the Beard Group Corporate Restructuring Review --
http://bankrupt.com/restructuringreview/-- other billion-dollar
filings in 2011 are paper maker NewPage Corporation, book retailer
Borders Group and hotel chain MSR Resort Golf Course.

                   Sale Collapse, Fed Suspension

The Wall Street Journal's Mike Spector relates that people
familiar with the matter said MF Global had a tentative deal to
sell assets to Interactive Brokers as of late Sunday, but the
agreement fell apart as talks continued overnight.  Discussions
ended around 5 a.m., one of these people said.

Hours before the bankruptcy filing, the Federal Reserve Bank of
New York said it has informed MF Global that it has been suspended
from conducting new business with the New York Fed.  "This
suspension will continue until MF Global establishes, to the
satisfaction of the New York Fed, that MF Global is fully capable
of discharging the responsibilities set out in the New York Fed?s
policy, 'Administration of Relationships with Primary Dealers,' or
until the New York Fed decides to terminate MF Global?s status as
a primary dealer," according to the Fed's statement.

On Sunday, WSJ and The New York Times, citing their own sources,
reported that MF Global was eyeing a bankruptcy filing as soon as
Monday and a sale of assets to Interactive Brokers.  According to
WSJ's Aaron Lucchetti, Justin Baer and Mike Spector, a source told
WSJ that:

     -- MF Global's holding company would file for bankruptcy
        protection, but none of its regulated entities would file;

     -- Interactive Brokers would then likely make an initial bid
        of about $1 billion during a court-supervised auction,
        though the source described the deal as complicated and
        that number could change; and

     -- The sale would need to be approved by a bankruptcy judge.

That deal is now off.

WSJ's Doug Cameron and Joan E. Solsman report that MF Global is
one of 22 primary dealers at the NY Fed.  They also report that
Hong Kong's stock exchange said Monday that MF Global's local unit
has been "meeting its financial obligations."

NY Times recalls that MF Global and Interactive Brokers share a
deal history of sorts.  In 2005, both competed for assets of
Refco, which had filed for bankruptcy.  MF Global emerged the
victor with a $323 million bid.

                   Bankruptcy Lawyers On Board

MF Global is hiring Skadden, Arps, Slate, Meagher & Flom as
bankruptcy counsel.

WSJ reported that Skadden Arps lawyers on Sunday were putting
together a trove of documents to ready the possible filing.  A
separate person familiar with the matter told WSJ that Weil,
Gotshal & Manges restructuring lawyers were preparing to represent
MF Global's London affiliate.  Another source also told WSJ that
restructuring lawyers at Sullivan & Cromwell are advising the
company.

NY Times' Michael J. de la Merced and Ben Protess report that one
option is for MF Global to follow a precedent set by Lehman
Brothers in 2008 by seeking bankruptcy protection for the parent
company while selling some assets to Interactive Brokers.

Bloomberg News says MF Global is getting advice from Evercore
Partners Inc. as it seeks buyers.

                             EU Crisis

WSJ and NY Times recounted MF Global's fall after making wrong
bets on sovereign bonds issued by European countries.  Both
reports noted that Jon S. Corzine -- former New Jersey governor
and one-time chairman of Goldman Sachs Group Inc. -- took over as
CEO at MF Global in March 2010.  He set out to change MF Global
from a midsize derivatives broker to full-fledged investment bank
that took risks with its own capital.  The trades, which ballooned
over $6 billion, helped knock MF Global's own debt ratings to junk
and drained investors' confidence in the firm.

WSJ further noted the crisis began with fiscal troubles in Greece,
which just received approval from European leaders for a second
bailout.  Investors fret that a number of other countries won't be
able to pay all their obligations, which has hurt the values of
sovereign bonds that Mr. Corzine purchased.

NY Times said MF Global held about $6.3 billion in bonds issued by
Italy, Spain, Belgium, Ireland and Portugal.  By contrast, Morgan
Stanley disclosed in October that it had just a $2.1 billion
exposure to Europe.  WSJ noted Morgan Stanley had roughly $4
billion in net exposure to debt issued by Italy and Spain and
nearly 50 times as much cash and liquidity as MF Global.

                      Other Potential Buyers

Bloomberg News' Matthew Leising reported that Mr. Corzine reached
out to his former firm, Goldman Sachs, about selling all or part
of the company, according to two people with knowledge of the
firm?s deliberations.  Goldman Sachs may be interested in
acquiring futures positions or other financial assets at the right
price, said the people, who asked not to be named because the
discussions were private.

Bloomberg also said Macquarie Group Ltd. has examined MF Global?s
books, though Australia?s largest investment bank wasn?t working
toward getting a deal done over the weekend, according to a person
with knowledge of the situation.

Another person told Bloomberg that Barclays Plc is among banks
that have looked at MF Global.  State Street Corp. is also
reported to be a potential bidder, Bloomberg said.

                            Bonds Fall

Bloomberg News' Matthew Leising and Zachary R. Mider reported
Saturday morning that MF Global bonds declined to as low as 35
cents on the dollar Friday after the futures broker drew on its
credit lines and Moody?s Investors Service and Fitch Ratings cut
the firm?s ratings to junk.  Bloomberg said the company?s $325
million of 6.25% bonds, issued at par in August, fell 11.9 cents
to 50 cents on the dollar as of 5:17 p.m. in New York Friday, for
a yield of 25.2%, according to Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority.

Bloomberg noted that MF Global has declined 67% last week and its
bonds started trading at distressed levels as the firm seeks a
buyer for its futures brokerage to raise capital.

Moody?s slashed MF Global on Oct. 24 one level to Baa3 citing the
company's struggles to earn a profit, increased risk appetite and
low interest rates.  On Friday, Moody's reduced MF Global two more
steps to Ba2 and put it under review for more possible cuts.

Fitch reduced the grade to BB+, the highest junk rating, from BBB,
citing increased trading with its own capital and the challenges
of earning profits from interest in the current ?low interest rate
environment.?

Bloomberg noted that MF Global said the next day it had a net loss
of $191.6 million for the quarter. It has lost money in nine of
the previous 11 quarters.

                    Credit Facilities Draw-Down

MF Global tapped the entirety of two bank lines, Bloomberg further
reported, citing three people with knowledge of the matter, who
spoke on condition of anonymity because the move wasn?t disclosed.

In an earnings statement dated Oct. 25 for its second fiscal
quarter ended Sept. 30, 2011, MF Global said that as of Sept. 30
it has over $3.7 billion in available liquidity, including $1.3
billion in available committed revolving credit facilities and
$2.5 billion in total capital.

MF Global Inc. is a borrower under a $300 million 364-day
Revolving Credit Facility, dated June 29, 2011, with a syndicate
of lenders:

     * JPMORGAN CHASE BANK, N.A., as a Lender and as
       Administrative Agent;
     * HARRIS, N.A., as a Lender;
     * BANK OF AMERICA, N.A., as a Lender;
     * CITIBANK, N.A., as a Lender;
     * GOLDMAN SACHS BANK USA, as a Lender;
     * DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender;
     * THE BANK OF NEW YORK MELLON, as a Lender;
     * COMMONWEALTH BANK OF AUSTRALIA, as a Lender;
     * STANDARD CHARTERED BANK, as a Lender; and
     * U.S. BANK NATIONAL ASSOCIATION, as a Lender

J.P. MORGAN SECURITIES LLC, BMO CAPITAL MARKETS, CITIGROUP GLOBAL
MARKETS INC. and MERRILLYNCH, PIERCE, FENNER & SMITH INCORPORATED,
serve as Joint Lead Arrangers and Joint Bookrunners under the
facility.

In July, MF Global raised $325 million through an offering of
seven-year, 3.375% senior convertible notes and in August, the
firm launched and priced its first senior unsecured debt offering,
issuing $325 million in five-year, 6.25% senior notes.  MF Global
used a portion of the net proceeds of these offerings to
repurchase its existing 9% convertible senior notes due 2038,
repaid a portion of its outstanding permanent indebtedness under
its $1.2 billion revolving credit facility and used the remainder
for general corporate purposes.

                             Net Loss

Last week, MF Global reported a net loss of $186.172 million for
the three months ended Sept. 30, 2011, from a net loss of $37.69
million for the same period last year.  Bloomberg noted that MF
Global has lost money in nine of the previous 11 quarters.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world?s leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

Polya Lesova, writing for MarketWatch, says hedge-fund manager Man
Group PLC said Monday that neither it nor its wholly owned single
managers have counterparty exposure to its former subsidiary MF
Global Holdings Ltd.  Man Group also confirmed in a brief
statement "that MF Global is an entirely independent company."


MF GLOBAL: Case Summary & List of 50 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                Case No.
     ------                                --------
     MF Global Holdings Ltd                11-15059
     MF Global Finance USA Inc.
       fka Man Group Finance, Inc.         11-15058

Address: 717 Fifth Avenue
         New York, NY 10022

Chapter 11 Petition Date: Oct. 31, 2011

Court: United States Bankruptcy Court
       Southern District of New York

Judge: Honorable Martin Glenn

Debtor's Counsel: J. Gregory Milmoe, Esq.
                  Kenneth S. Ziman, Esq.
                  J. Eric Ivester, Esq.
                  SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                  Four Times Square
                  New York, NY 10036
                  Tel: (212) 735-3000
                  E-mail: gregory.milmoe@skadden.com
                          ken.ziman@skadden.com
                          eric.ivester@skadden.com

Claims &
Noticing Agent:   THE GARDEN CITY GROUP, INC.

Total Assets: $41,046,594,000 as of Sept. 30, 2011

Total Liabilities: $39,683,915,000 as of Sept. 30, 2011

The petition was signed by Bradley I. Abelow, Executive Vice
President and Chief Executive Officer of MF Global Finance USA
Inc.

List of the Debtors' 50 Largest Unsecured Creditors:

     Entity                      Nature of Claim         Amount
     ------                      ---------------         ------
JPMorgan Chase Bank, N.A., as    Bond Debt       $1,200,875,000
Indenture Trustee
270 Park Ave
New York, NY 10017

Deutsche Bank Trust Company      Bond Debt         $325,000,000
Americas, as Indenture Trustee
for 6.250% Notes due Aug. 8, 2016
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, NY 10005
Fax: (212) 250?0677

Deutsche Bank Trust Company      Bond Debt         $325,000,000
Americas, as Indenture Trustee
for 3.375% Notes due Aug. 1, 2018
Corporate Trust Office at
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, NY 10005
Fax: (212) 250?0677

Deutsche Bank Trust Company      Bond Debt         $287,500,000
Americas, as Indenture Trustee
for 1.875% Notes due Feb. 1, 2016
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, NY 10005
Fax: (212) 250-0677

Deutsche Bank Trust Company      Bond Debt          $78,617,000
Americas, as Indenture Trustee
for 9% Notes due June 20, 2038
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, NY 10005
Fax: (212) 250?0677

Headstrong Services, LLC         Unknown             $3,936,074
4035 Ridge Top Rd Ste 300
Fairfax, VA 22030
Tel: (703) 272-6700
Fax: (703) 272-2000

CNBC                             Unknown               $845,397
c/o NBC Universal CFS
Bank of America
NBC Universal Lock Box #402971
Atlanta, GA 30384-2971
10 Fleet Pl
London, EC4M7QS GB
Phone: 0207 653 9300

Sullivan & Cromwell LLP          Unknown               $596,939
125 Broad St
New York, NY 10004-2498
Tel: (212) 558-4000
Fax: (212) 558-3588

Caplin Systems Limited           Unknown               $427,520
Cutlers Court, 115 Houndsditch
London EC3A 7BR GB

Wachtell, Lipton, Rosen & Katz   Unknown               $388,000
51 W 52nd St
New York, NY 10019
Tel: (212) 403-1000
Fax: (212) 403-2000

Linklaters LLP                   Unknown               $348,000
1345 Avenue of the Americas
New York, NY 10105
Tel: (212) 903-9000
Fax: (212) 903-9100

PricewaterhouseCoopers LLP       Unknown               $312,598
1177 Avenue of the Americas
New York, NY 10036
Tel: (212) 596-8000
Fax: (813) 286-6000

Dean Media Group                 Unknown               $309,000
560 W Washington Blvd Ste 420
Chicago, IL 60605

Oracle Corporation               Unknown               $302,704
500 Oracle Pkwy
Redwood Shores, CA 94065
Tel: (916) 315-4305
Fax: (650) 506-7200

ForwardThink Group Inc.          Unknown               $278,825
112 Candido Ct.
Manalapan, NJ 07726
Tel: (646) 873-6530

Bloomberg Finance LP             Unknown               $276,064
731 Lexington Ave.
New York, NY 10022
Fax: (917) 369-5000

The Gate Worldwide               Unknown               $229,739
(S) Pte Ltd
11 E 26th St Fl 14
New York, NY 10010-1422
Fax: (212) 508-3543
52 Craig Rd
Singapore 89690

Lever Interactive                Unknown               $178,900
1431 Opus Pl Ste 625
Downers Grove, IL 60515

Braxton Group LLC                Unknown               $172,325
7 Bridge View Dr
New Fairfield, CT 06812
Tel: (203) 312-9200

Forum Group                      Unknown               $154,300
260 Madison Ave # 200
New York, NY 10016-2401
Tel: (212) 687-4050
Fax: (917) 256-0314

Shearman & Sterling              Unknown               $135,500
599 Lexington Ave
New York, NY 10022
Tel: (212) 848-4000
Fax: (212) 848-7179

RR Donnelly                      Unknown               $118,600
111 South Wacker Dr
Chicago, IL 60606
Tel: (312) 326-8000
Fax: (212) 503-1344

Infinia Group LLC                Unknown               $115,001
515 West 20th St Fl 3
New York, NY 10011
Tel: (212) 463-5100

Directors Fees                   Unknown               $105,000
717 Fifth Ave
New York, NY 10022

ADK America Inc                  Unknown               $101,958
515 West 20th St Fl 6 East
New York, NY 10011
3137 S La Cienega Blvd
Los Angeles, CA 90016

Alvarez & Marsal Tax Advisory    Unknown                $65,000
Services LLC
600 Lexington Ave Fl 6
New York, 10022 10017
Tel: (212) 759-4433
Fax: (212) 328-8757

The Global Capital Group, Ltd    Unknown                $63,250
88 W Schiller Ste 3008
Chicago, IL 60610
Tel: (312) 451-2676

Access Search Inc.               Unknown                $61,440
218 N Jefferson Ste 302
Chicago, IL 60661
Tel: (312) 930-1034
Fax: (312) 930-1070

Holland & Knight                 Unknown                $59,000
Attn Bill Honan,
  Executive Partner
31 W 52nd St
New York, NY 10019
Tel: (212) 513-3200
Fax: (212) 385-9010

JVKellyGroup Inc.                Unknown                $56,760
145 E Main St
Huntington, NY 11743
Tel: (631) 427-2888
Fax: (631) 427-0266

Willis of New York, Inc.         Unknown                $49,850
200 Liberty St Fl 7
New York, NY 100281-0001
Tel: (212) 344-8888
Fax: (212) 915-8511

Fleishman Hillard Inc.           Unknown                $42,000
4706 Paysphere Cir
Chicago, IL 60674
Tel: (314) 982-1700
Fax: (314) 231-2313

American Express Company         Unknown                $40,000
Corporate Services Operations
AESC-P
20022 N 31st Ave
Mail Code AZ-08-03-11
Phoenix, AZ 85027
Tel: (800) 528-2122

Other Regrsn                     Unknown                $37,280
111 South Wacker Dr
Chicago, IL 60606
Tel: (312) 326-8000

Technology Managemant            Unknown                $34,000
Consulting Group
DBA Roadmap Learning
235 Iris Rd
Lakewood, NJ 08701

Eloqua Corporation               Unknown                $33,000
1921 Gallows Rd Ste 250
Vienna, VA 22182-3900
Fax: (302) 655-5049

GKH Law Offices                  Unknown                $30,074
One Azrieli Center, Round Bldg
Tel Aviv 67021 Israel
Phone: 972-3-607-4444
Fax: 972-3-607-4422

1 Shmuel Ha'Nagid Street, 4th Fl
Jerusalem 94592 Israel
Phone: 972-2-623-2683
Fax. 972-2-623-6082

The Siegfried Group LLP          Unknown                $30,000
1201 Market St Ste 700
Wilmington, DE 19801-1147

Synechron (Synechron Inc.)       Unknown                $29,740
15 Corporate Pl S Ste 400
Piscataway, NJ 08854
Tel: (732) 562-0088
Fax: (732) 562-1414

Amideo and Associates            Unknown                $27,300
787 S Shore Drive
Miami Beach, FL 33141
Tel: (305) 519-5377

BTA                              Unknown                $26,978

Promontory Financial             Unknown                $25,000
Group LLC
1201 Pennsylvania Ave NW Ste 617
Washington, DC 20004-2401
Tel: (202) 662-6980
Fax: (202) 783-2924

Media Two                        Unknown                $25,000
319 W Martin St Ste 200
Raleigh, NC 27601
Tel: (919) 553-1246

Ticker Consulting LLC            Unknown                $22,800
3 Cypress Dr
Cedar Knolls, NJ 07927

Adscom Solutions LLC             Unknown                $19,440
Attn Andre Pires
201 East 12 St
New York, NY 10003

Premiere Global Services Inc.    Unknown                $18,227
The Terminus Building
3280 Peachtree Rd NE Ste 1000
Atlanta, GA 30305
Tel: (866) 548-3203
Fax: (404) 262-8540

Paul Hastings                    Unknown                $11,646
Attn Barry Brooks
75 East 55th Street
New York, NY 10022
Tel: (212) 318-6000
Fax: (212) 319-4090

Fox Rothschild, LLP              Unknown                $11,645
Attn: Accounts Payable - 01
2000 Market St Fl 20
Philadelphia, PA 19103-3222
Tel: (215) 299-2000
Fax: (215) 299-2150

KPMG LLP                         Unknown                $10,000
Dept. 0511
POB 120001
Dallas, TX 75312-0511
Fax: (212) 758-9819

Stephanie G. Schrock             Unknown                $10,000
7716 N Paulina St Unit 1N
Chicago-Rogers Park, IL 60626


MF GLOBAL: Moody's Downgrades Long-Term Ratings to 'Ba2'
--------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of MF
Global Holdings Ltd., including its senior, unsecured debt rating
to Ba2 from Baa3. The ratings remain under review for possible
further downgrade.

RATINGS RATIONALE

Moody's Investors Service downgraded the long-term ratings of MF
Global Holdings Ltd. ("MF Global"), including its senior,
unsecured debt rating to Ba2 from Baa3. The ratings remain under
review for possible further downgrade.

Moody's said the downgrade reflects Moody's view that MF Global's
weak core profitability contributed to it taking on substantial
risk in the form of its exposure to European sovereign debt in
peripheral countries. At the end of the second quarter, MF
Global's $6.3 billion sovereign risk exposure represented 5 times
the company's tangible common equity, Moody's noted.

"The tactical decision to assume this outsized proprietary
position, highlights the core profitability challenges faced by MF
Global and the scope of the re-engineering challenge facing the
firm's management," said Al Bush, a Moody's senior analyst.

Moody's believes that the risk appetite revealed by this position,
in tandem with the significant quarterly loss that MF Global
reported, subjects the firm to a heightened risk of loss of client
and counterparty confidence -- and could thus further challenge
the company's franchise.

The review for downgrade will focus on MF Global's ability to
manage its franchise risk, including its success in retaining
customers, counterparties and employees during the current
stressed environment.

Moody's noted that the Ba2 rating is supported by the firm's
adequate liquidity profile and price transparency of a majority of
the firm's assets.

The last rating action on MF Global was on October 24, 2011, when
Moody's downgraded the long-term issuer ratings to Baa3 from Baa2
and placed the ratings under review for further downgrade.

MF Global is headquartered in New York.

The principal methodology used in this rating was Global
Securities Industry Methodology published in December 2006.

Downgrades:

   Issuer: MF Global Holdings Ltd.

   -- Issuer Rating, Downgraded to Ba2 from Baa3

   -- Multiple Seniority Shelf, Downgraded to (P)Ba2, (P)Ba3,
      (P)B1 from (P)Baa3, (P)Ba1, (P)Ba2

   -- Pref. Stock Preferred Stock, Downgraded to B1 from Ba2

   -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
      Ba2 from Baa3

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2
      from Baa3


MF GLOBAL: Fitch Lowers Issuer Default Ratings to 'BB+/B'
---------------------------------------------------------
Fitch Ratings has downgraded the ratings of MF Global Holdings
Ltd. (MF) including the company's Issuer Default Ratings (IDR) to
'BB+/B' from 'BBB/F2'.  At the same time, Fitch has placed the
ratings on Rating Watch Negative.

This rating actions reflect MF's continued challenges in
establishing a sustainable level of profitability and improving
its leverage profile.  The low interest rate environment, which is
expected to last over the medium term, and reduced commissions are
hindering profitability in the firm's traditional clearing
activities.  Further, volatile capital markets present MF with
significant headwinds in executing its strategic transformation
from a pure broker to a broker-dealer and, longer term, to a full
investment bank without outsized incremental risk.

In addition, the firm's increase in principal and, to a lesser
extent, proprietary trading activities has elevated the firm's
traditional risk profile.  These increased risk taking activities
have resulted in sizeable concentrated positions relative to the
firm's capital base, leaving MF vulnerable to potential credit
deterioration and significant margin calls.  While Fitch notes
that the firm has made some progress in rationalizing its capital
structure, the firm's persistently weak earnings and leverage are
no longer consistent with an investment grade financial
institution.

Fitch expects to resolve the Rating Watch Negative on MF's ratings
as the firm concludes the evaluation of various strategic options.
Contemplated strategic initiatives include efforts to build scale
in its futures commission merchant (FCM) and the disposition of
assets, which could impact capitalization as well as the company's
earnings profile.  The resolution of the Rating Watch Negative
could result in a ratings affirmation or a further downgrade of
MF's ratings.

MF Global Holdings Ltd. is a leading futures and options broker
with subsidiaries in major financial hubs.  Its main subsidiaries
are registered futures commissions merchants and broker/dealers.
MF is heavily regulated as a member of commodities, futures, and
securities exchanges in the U.S., Europe and the Asia-Pacific
region.

Fitch has downgraded the following ratings for MF Global Holdings
Ltd.:

  -- Long-term IDR to 'BB+' from 'BBB'; Rating Watch Negative;
  -- Short-term IDR to 'B' from 'F2'; Rating Watch Negative;
  -- Senior debt to 'BB+' from 'BBB'; Rating Watch Negative;
  -- Preferred to 'B+' from 'BB+'; Rating Watch Negative.


MJFT LLC: Files Chap. 11 Plan & Disclosure Statement
----------------------------------------------------
MJFT LLC and its debtor affiliates filed with the U.S. Bankruptcy
Court for the Northern District of Illinois, Eastern Division, a
plan of reorganization and an accompanying disclosure statement.

The Plan is premised on substantive consolidation of the Debtors
for all purposes related to the Plan.  Each Debtor will continue
to exist after the effective date as a separate entity.

Holders of non-priority unsecured claims, currently estimated by
the Debtors at approximately $8,000,000, will be paid pro-rata, in
the total amount of $1,850,000.  The first installment is due 30
days after the Effective Date in the amount of $100,000, and
commencing six months after that payment, 15 equal semi-annual
installments of $50,000 thereafter will be paid, with the balance
of $1,000,000 due six months after the final installment.

Joseph Junkovic will assume the role of disbursing agent under the
Plan.  Payments to creditors pursuant to the Plan will be made
from funds realized from the Debtors' real estate, with balloon
payments as provided in the Plan to be paid from refinancing or
sale of that real estate.

Upon Confirmation, an injunction under Section 524 of the
Bankruptcy Code will arise to prevent any party from foreclosing
its Lien or Security Interest or otherwise enforcing its Claims
against the Debtors and their assets in the bankruptcy cases
except as authorized in the Plan.  The injunction will remain in
effect until all distributions under the Plan have been made.

Upon Confirmation, the freeze on the funds on deposit in Mokena
Corp.'s bank account at Harris Bank will be deemed dissolved and
the Debtors will be entitled to use the funds in the operation of
their businesses or to make payments required under the Plan.

A full-text copy of the Disclosure Statement, dated Sept. 30, is
available for free at http://ResearchArchives.com/t/s?7738

                          About MFJT, LLC

Alsip, Illinois-based MFJT, LLC -- dba Somerset Park Apartments
and Somerset II - is the owner and operator of two separate
residential projects in Alsip and Merrinette Park, Illinois,
commonly known as Somerset Park Apartments and Somerset II.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 11-11819) on March 22, 2011.  Arthur G. Simon, Esq.,
David K. Welch, Esq., and Jeffrey C. Dan, Esq., at Crane Heyman
Simon Welch & Clar, in Chicago, serve as the Debtor's bankruptcy
counsel.  The Debtor proposes to employ Tailwind Services, LLC as
its financial advisor.  The Debtor disclosed $16,137,365 in assets
and $17,952,853 in liabilities as of the Chapter 11 filing.


MOUNTAIN NATIONAL: Bank Enters Into Consent Order with OCC
----------------------------------------------------------
Mountain National Bancshares, Inc., announced that its wholly
owned subsidiary, Mountain National Bank, entered into a Consent
Order with the Office of the Comptroller of the Currency.
Mountain National Bank's entering into the Consent Order with the
OCC formalizes a process that began last year at the local banking
institution, according to Dwight Grizzell, President and CEO for
Mountain National Bank.

Under the terms of the Order, the Bank has agreed to, among other
things:

   -- maintain a Board committee to oversee the Bank's compliance
      with the Order;

   -- develop, within 60 days of the date of the Order, a
      strategic plan covering at least a three-year period that
      establishes objectives for the Bank's overall risk profile,
      earnings performance, growth, balance sheet mix, off-balance
      sheet activities, liability structure, capital adequacy,
      reduction in volume of nonperforming assets, product line
      development, and market segments that the Bank intends to
      promote or develop, together with strategies to achieve
      those objectives; and

   -- develop and implement, within 60 days of the date of the
      Order, a capital plan that increases the Bank's Total risk-
      based capital ratio and Tier 1 capital ratio to at least 12%
      and 9%, respectively, within 120 days of the date of the
      Order.

"We have been anticipating this order for several months and have
already commenced our efforts to implement the regulators'
recommendations as we seek to comply with the terms of the Consent
Order," said Grizzell.

The Consent Order requires that Mountain National Bank develop and
implement a capital plan that requires it to achieve higher
capital levels than it currently maintains.  In addition, the
Consent Order requires Mountain National Bank to, among other
things, develop and implement a three-year strategic plan, reduce
the concentration of its commercial real estate loans and reduce
its problem loans.

Mountain National Bank believes that the Consent Order will not
materially impact the bank's ability to service its customers'
needs.  Depositor accounts, including NOW accounts and non-
interest bearing checking accounts, remain fully insured to the
maximum FDIC coverage limits.

"While commercial real estate in East Tennessee continues to
struggle, Mountain National Bank's compliance with the terms of
the Consent Order should help the bank to become a stronger
institution, better able to support its customers as they recover
from the economic downturn that has severely impacted our local
and national economies," said Grizzell.

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

                        http://is.gd/RN1FgJ

                      About Mountain National

Mountain National is a bank holding company registered with the
Board of Governors of the Federal Reserve System under the Bank
Holding Company Act of 1956, as amended.  The Company provides a
full range of banking services through its banking subsidiary,
Mountain National Bank.

The Company conducts its banking activities from its main office
located in Sevierville, Tennessee and through eight additional
branch offices in Sevier County, Tennessee, as well as a regional
headquarters and two branch offices in Blount County, Tennessee.

The Company's balance sheet at June 30, 2011, showed
$521.40 million in total assets, $509.90 million in total
liabilities, and stockholders equity of $11.50 million.

The Company and its principal subsidiary, Mountain National Bank,
are subject to various regulatory capital requirements
administered by the federal banking agencies.

In February 2010, the Bank agreed to an Office of the Comptroller
of the Currency ("OCC") minimum capital requirement ("IMCR") to
maintain a minimum Tier 1 capital to average assets ratio of 9%
and a minimum total capital to risk-weighted assets ratio of 13%.

The Bank had 4.61% of Tier 1 capital to average assets and 7.69%
of total risk-based capital to risk-weighted assets ratio at
June 30, 2011, and was therefore not in compliance with the IMCR.
As a result, the OCC may bring additional enforcement actions,
including a consent order or a capital directive, against the
Bank.

Based upon its capital levels at June 30, 2011, the Bank's capital
shortfall was approximately $23,374,000 for the Tier 1 capital to
average assets requirement and approximately $20,342,000 for the
total capital to risk-weighted assets requirement.


MW GROUP: Can Access BOA Cash Collateral Through Nov. 3
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina entered a consent order authorizing MW Group, LLC, to use
the cash collateral of Bank of America, N.A., as successor-in-
interest to LaSalle Bank National Association, through Nov. 3,
2011, pursuant to the terms of the budget, a full-text copy of
which is available for free at:

         http://bankrupt.com/misc/MW_CollBudgeNov.3.pdf

In addition to the existing rights and interests of BOA in the
Cash Collateral and for the purpose of attempting to provide
adequate protection for the interests of BOA, BOA will have a
continuing lien and security interest in all postpetition assets
of the Debtor, to the same extent, type and priority as BOA has in
the Pre-Petition Collateral.  In addition to the Post-Petition
Security Interests, BOA is granted a super-priority administrative
claim under Sections 503(b)(1), 507(a), and 507(b) of the
Bankruptcy Code.

As adequate protection, the Debtor agrees to pay BOA principal and
interest at the non-default rate of interest as set forth in the
Budget.

Prior to the Petition Date, the Debtor and BOA entered into, among
other things, these loan and collateral documents:

   (a) Loan Agreement dated as of June 1, 2003;

   (b) a Note, dated as of June 1, 2003, in the principal amount
       of $6.25 million;

   (c) a Deed of Trust covering its apartments known as Weyland
       and Weyland II, located in Charlotte, Mecklenburg County,
       North Carolina, and securing the Note dated as of June 1,
       2003;

   (d) an Assignment of Rents and Leases further securing the Note
       as of June 1, 2003; and

   (e) Assignment of Plans, Permits and Contracts dated as of
       June 1, 2003, from the Debtor to LaSalle;

The Debtor defaulted under the Note and Deed of Trust by failing
to pay the entire outstanding balance due under the Note upon
maturity of the Note.  As of the Petition Date, BOA contends the
principal and interest amount due from Debtor is $5.64 million,
plus additional fees, costs, and expenses.

On March 3, 2011, BOA instituted a foreclosure action in the North
Carolina Superior Court, Mecklenburg County, Case No. 2011-SP-
2031.  The foreclosure sale subsequently was held on Oct. 14,
2011, at which time, BOA bid in the full amount of its debt.

The Debtor sought authorization to use the Cash Collateral in
order to preserve and maintain the Property.  The Debtor asserted
that the proposed use of Cash Collateral is necessary for the
continued operation of its business.

A full-text copy of the Cash Collateral Order is available for
free at http://bankrupt.com/misc/MW_CashCollOrd.pdf

Charlotte, N. Car.-based MW Group, LLC, filed for Chapter 11
bankruptcy (Bankr. W.D. N. Car. Case No. 11-32674) on Oct. 21,
2011.  The Debtor scheduled assets of $10.32 million and scheduled
debts of $8.42 million.  Donald R. James signed the petition as
manager.

The Debtor's assets consist of 36.5 acres of vacant land, 48 condo
units for rent, and 200 apartments known as Weyland and Weyland
II, located in Charlotte, Mecklenburg County, North Carolina.

The Debtor is represented by Christine L. Myatt, Esq., at Nexsen
Pruet, PLLC, in Greensboro, North Carolina.

No official committee of unsecured creditors has been appointed in
the case.


MW GROUP: Seeks to Employ Nexsen Pruet as Counsel
-------------------------------------------------
MW Group, LLC, seeks permission from the U.S. Bankruptcy Court for
the Western District of North Carolina to employ Christine L.
Myatt and the law firm of Nexsen Pruet, PLLC, as its counsel.

Ms. Myatt and her firm will:

   (a) assist in the Debtor's investigation and examination of
       contracts, loans, leases, financing statements, and other
       related documents;

   (b) advise the Debtor in the administration of its bankruptcy
       estate;

   (c) assist the Debtor in proposing a plan of reorganization;
       and

   (d) facilitate consummation of the Debtor's confirmed plan of
       reorganization.

The Debtor agreed that Nexsen Pruet should be compensated and
reimbursed as attorneys.

The Debtor attests that Nexsen Pruet is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Ms. Myatt discloses that his firm represents Bank of America, a
creditor of the Debtor, in other unrelated matters.

Charlotte, N. Car.-based MW Group, LLC, filed for Chapter 11
bankruptcy (Bankr. W.D. N. Car. Case No. 11-32674) on Oct. 21,
2011.  The Debtor scheduled assets of $10.32 million and scheduled
debts of $8.42 million.  Donald R. James signed the petition as
manager.

The Debtor's assets consist of 36.5 acres of vacant land, 48 condo
units for rent, and 200 apartments known as Weyland and Weyland
II, located in Charlotte, Mecklenburg County, North Carolina.

No official committee of unsecured creditors has been appointed in
the case.


MW GROUP: Section 341(a) Meeting Scheduled for Nov. 21
------------------------------------------------------
A meeting of creditors of MW Group, LLC, will be held on
Nov. 21, 2011, at 2:00 p.m.  The meeting will take place at 3-
Charlotte First Meeting Room.

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.

Charlotte, N. Car.-based MW Group, LLC, filed for Chapter 11
bankruptcy (Bankr. W.D. N. Car. Case No. 11-32674) on Oct. 21,
2011.  The Debtor scheduled assets of $10.32 million and scheduled
debts of $8.42 million.  Donald R. James signed the petition as
manager.

The Debtor's assets consist of 36.5 acres of vacant land, 48 condo
units for rent, and 200 apartments known as Weyland and Weyland
II, located in Charlotte, Mecklenburg County, North Carolina.

The Debtor is represented by Christine L. Myatt, Esq., at Nexsen
Pruet, PLLC, in Greensboro, North Carolina.

No official committee of unsecured creditors has been appointed in
the case.


NEW ENGLAND NATIONAL: East Lyme May Not Disclose AIG Statement
--------------------------------------------------------------
In the lawsuit, New England National, LLC, v. Town of East Lyme,
Adv. Proc. No. 10-3033 (Bankr. D. Conn.), Chief Bankruptcy Judge
Lorraine Murphy Weil denied NEN's motions for orders (i)
compelling the Town of East Lyme, Connecticut, to produce an ex
parte position statement related to a mediation held before the
Honorable Thomas P. Smith in respect of pending litigation by the
Town against AIG/National Union Insurance Company in the United
States District Court in Connecticut and (2) imposing sanctions on
the Town for its "deliberate withholding" of the information in
violation of the parties' Compromise Agreement.  The Town
objected.

A copy of the Court's Oct. 24, 2011 Brief Memorandum is available
at http://is.gd/anZCTsfrom Leagle.com.

New England National, LLC, filed for Chapter 11 bankruptcy (Bankr.
D. Conn. Case No. 02-33699) in 2002.


NEWPAGE CORP: $25MM Transfer to Canadian Unit Probed by Committee
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the official creditors' committee for NewPage Corp. is
bent on investigating a transaction immediately before bankruptcy
where the coated paper manufacturer transferred $25 million to a
Canadian subsidiary named NewPage Port Hawkesbury Corp., the owner
of a paper mill in Nova Scotia.

According to the report, the Committee characterizes the
transaction as being structured as a settlement where the U.S.
company paid $25 million for the Canadian subsidiary to give the
U.S. company the right to collect $53 million in accounts
receivable.  The committee's Oct. 27 motion for authority to
conduct an investigation comes up for hearing on Nov. 9 in U.S.
Bankruptcy Court in Delaware.

The Committee, the report relates, says the Nova Scotia company
owed the parent $45 million for money loaned to fund operating
deficits.  The Committee seeks authority to investigate the bona
fides of the settlement and whether it in fact was beneficial to
the U.S. company.

The Committee, the report notes, says the Canadian company
couldn't have financed its bankruptcy filing in Canada without the
$25 million.  The committee noted how the settlement only required
approval from the court in Canada, not the bankruptcy court in
Delaware.

                    About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

Attorneys at Young Conaway Stargatt & Taylor, LLP, and Paul,
Hastings, Janofsky & Walker LLP, represent the Official Committee
of Unsecured Creditors.

NewPage Corp. prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NEWPORT BONDING: A.M. Best Affirms 'C++' FSR; Outlook Negative
--------------------------------------------------------------
A.M. Best Co. has removed from under review with negative
implications and affirmed the financial strength rating of C++
(Marginal) and issuer credit rating of "b" of Newport Bonding and
Surety Company (Newport) (Hato Rey, PR).  The outlook assigned to
both ratings is negative.

The ratings reflect Newport's weak overall capitalization, which
is reflective of the company's poor operating performance over the
long term, combined with the impact of unrealized capital losses
and stockholder dividends that collectively reduced policyholder
surplus during the most recent five-year period.

Additionally, a number of accounting adjustments related to the
restatement of certain balance sheet items from the company's 2007
annual statement served to significantly impact surplus in recent
years.  These adjustments were then carried through to the 2009
annual statement, which was required to be restated by the
Commissioner of Insurance of the Commonwealth of Puerto Rico,
without consideration for the passage of time.  The result was a
significant surplus reduction based on the re-filed 2009
statement.  Following the resolution of these adjustments, the
company's surplus position materially improved by year-end 2010.
In addition, Newport stockholders' infused additional capital
prior to year-end 2010 to recapitalize the company.

Despite these initiatives, the outlook reflects A.M. Best's
concern that it may take some time for recent management
initiatives intended to improve results to take hold; thus,
Newport may report a poor operating performance over the near
term.  As a result, the company's relatively weak risk-based level
of capitalization may be at risk for further deterioration.


NUTRITION 21: U.S. Trustee Unable to Form Committee
---------------------------------------------------
The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Nutrition 21, Inc. because only one unsecured creditor agreed to
serve on the Official Unsecured Creditors' Committee.  The U.S.
Trustee reserves the right to appoint such a committee should
interest developed among the creditors.

                        About Nutrition 21

Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise.  The Company holds more than 30 patents for nutrition
products and their uses.

Nutrition 21 and its debtor affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on Aug. 26,
2011.  Michael Friedman, Esq., and Keith N. Sambur, Esq., at
Richards Kibbe & Orbe LLP, serve as the Debtors' counsel.

The Company entered into a Plan Support Agreement, dated as of
Aug. 26, 2011, with holders of approximately 90% of the Company's
outstanding Series J Preferred Stock.  The holders of Series J
Preferred Stock that are parties to the Plan Support Agreement
have agreed, subject to certain conditions, to vote in favor of a
plan of reorganization to be proposed by the Company in respect of
the Bankruptcy Case, so long as that plan is consistent with the
term sheet attached to the Plan Support Agreement setting forth
material terms of a potential plan of reorganization.  The Plan
Term Sheet generally contemplates that the Debtors' assets will be
sold or liquidated and distributed to holders of claims and equity
interests in accordance with the statutory distribution and
priority scheme established by the Bankruptcy Code.  The Plan Term
Sheet further contemplates that holders of the Company's common
stock will receive interests in a liquidating trust entitling such
holders to distributions only after holders of the Series J
Preferred Stock have been paid in full.  The Company believes that
cash distributions on account of the Company's common stock are
unlikely.


NUTRITION 21: Proposes to Employ J.H. Cohn as Auditor
-----------------------------------------------------
Nutrition 21, Inc., asks permission from the U.S. Bankruptcy Court
for the Southern District of New York to employ J.H. Cohn LLP as
auditor.

The firm will provide audit services to the Debtors for the year
ended June 30, 2011.

The firm's rates are:

    Personnel                          Rates
    ---------                          -----
    Partners/Senior Partners           $580-790/hour
    Manager/Senior Manager/Director    $420-$610/hour
    Other Professional Staff           $260-$400/hour
    Paraprofessional                   $180/hour

Kenneth Edwards, Partner at J.H. Cohn LLP, attests that the firm
is a "disinterested person," as that term is defined in Section
101(14) of the Bankruptcy Code.

                        About Nutrition 21

Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise.  The Company holds more than 30 patents for nutrition
products and their uses.

Nutrition 21 and its debtor affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on Aug. 26,
2011.  Michael Friedman, Esq., and Keith N. Sambur, Esq., at
Richards Kibbe & Orbe LLP, serve as the Debtors' counsel.  J.H.
Cohn LLP acts as auditor.

The Company entered into a Plan Support Agreement, dated as of
Aug. 26, 2011, with holders of approximately 90% of the Company's
outstanding Series J Preferred Stock.  The holders of Series J
Preferred Stock that are parties to the Plan Support Agreement
have agreed, subject to certain conditions, to vote in favor of a
plan of reorganization to be proposed by the Company in respect of
the Bankruptcy Case, so long as that plan is consistent with the
term sheet attached to the Plan Support Agreement setting forth
material terms of a potential plan of reorganization.  The Plan
Term Sheet generally contemplates that the Debtors' assets will be
sold or liquidated and distributed to holders of claims and equity
interests in accordance with the statutory distribution and
priority scheme established by the Bankruptcy Code.  The Plan Term
Sheet further contemplates that holders of the Company's common
stock will receive interests in a liquidating trust entitling such
holders to distributions only after holders of the Series J
Preferred Stock have been paid in full.  The Company believes that
cash distributions on account of the Company's common stock are
unlikely.


NUTRITION 21: Court OKs Richards Kibbe & Orbe LLP as Attorneys
--------------------------------------------------------------
Nutrition 21, Inc., sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Richards Kibbe & Orbe LLP as attorneys.

Upon retention, the firm will, among other things:

   a. advise the Debtors with respect to their powers and duties
      as debtors in possession in the continued management and
      operation of their businesses and properties;

   b. advise and consult on the conduct of these chapter 11
      cases, including all of the legal and administrative
      requirements of operating in chapter 11; and

   c. attend meetings and negotiating with representatives of
      creditors and other parties in interest.

The firm's rates are:

   Personnel                           Rates
   ---------                           -----
   Partners                          $625-$900/hour
   Associates                        $365-$615/hour
   Paralegals                        $215-$295/hour

Michael Friedman, a member of RK&O, attests that the firm is a
"disinterested person," as that term is defined in section 101(14)
of the Bankruptcy Code.

                          About Nutrition 21

Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise.  The Company holds more than 30 patents for nutrition
products and their uses.

Nutrition 21 and its debtor affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on Aug. 26,
2011.  Michael Friedman, Esq., and Keith N. Sambur, Esq., at
Richards Kibbe & Orbe LLP, serve as the Debtors' counsel.

The Company entered into a Plan Support Agreement, dated as of
Aug. 26, 2011, with holders of approximately 90% of the Company's
outstanding Series J Preferred Stock.  The holders of Series J
Preferred Stock that are parties to the Plan Support Agreement
have agreed, subject to certain conditions, to vote in favor of a
plan of reorganization to be proposed by the Company in respect of
the Bankruptcy Case, so long as that plan is consistent with the
term sheet attached to the Plan Support Agreement setting forth
material terms of a potential plan of reorganization.  The Plan
Term Sheet generally contemplates that the Debtors' assets will be
sold or liquidated and distributed to holders of claims and equity
interests in accordance with the statutory distribution and
priority scheme established by the Bankruptcy Code.  The Plan Term
Sheet further contemplates that holders of the Company's common
stock will receive interests in a liquidating trust entitling such
holders to distributions only after holders of the Series J
Preferred Stock have been paid in full.  The Company believes that
cash distributions on account of the Company's common stock are
unlikely.


OASIS PETROLEUM: Moody's Assigns 'Caa1' Rating to Senior Notes
---------------------------------------------------------------
Moody's assigned a Caa1 rating to Oasis Petroleum Inc.'s (Oasis)
proposed senior notes due 2021, and changed the LGD point estimate
on the existing notes to LGD4-65% from LGD4-66%. The rating
outlook is stable.

RATINGS RATIONALE

The new notes will enhance the company's liquidity, with net
proceeds going to pre-fund capital expenditures through 2012.
While the additional debt increases pro forma leverage on
production and reserves to very high levels, cash flow based
leverage measures remain strong since production is 95% oil with
June 30, 2011 pro forma quarterly retained cash flow minus
sustaining capital expenditures/debt expected to remain above
10.0% and EBITDAX/interest expected to remain above 4.0x

The primary driver for Oasis' B3 Corporate Family Rating (CFR) is
its small scale and its limited operating history. The lack of
scale significantly increases the risk profile for the company as
it limits financial flexibility and could limit access to external
sources of funding. The B3 Corporate Family Rating is prospective
as it assumes that the company will experience significant reserve
and production growth over the next few years.

With the vast majority of the company's reserves located in the
Williston Basin in the Bakken and Three Forks formations, there is
a high degree of reserve concentration risk that is mostly offset
by the quality of the assets. This resource play is coveted as it
is an oil play with tremendous resource potential, and the blanket
nature of the shale provides relatively low geologic risk. Using
horizontally drilled wells and modern, multi-zone fracture
technology, development drilling for the Bakken and Three Forks
formations typically generates better returns on investment
compared to other resource plays in the onshore United States. In
addition, the repeatable nature of the development program should
translate into relatively low finding and development costs and a
high capital efficiency ratio.

Oasis has good liquidity through 2012 with a June 30, 2011 pro
forma cash balance of $583 million and $350 million of
availability under its undrawn credit facility. The company plans
to fund capital expenditures through 2012 with a combination of
cash flow and its cash balance. The credit facility is a $1
billion facility with a $350 million borrowing base as of October
2011 (taking into account the issuance of the new notes). The
borrowing base is re-determined semi-annually in April and
October. Covenants under the facility include a current ratio of
at least 1.0x and a ratio of net debt to EBITDAX of not more than
4.0x. Moody's expects Oasis to remain well within these limits
through 2012 given its large cash balance and historical level of
capital productivity. There are no debt maturities until 2015 when
the credit facility matures. Substantially all of the company's
assets are pledged as collateral for the revolving credit
facility. Any asset sales with proceeds in excess of 5% of the
borrowing base then in effect automatically reduce the borrowing
base. Therefore, depending on usage at the time, an asset sale may
or may not provide additional liquidity to Oasis.

The Caa1 senior unsecured note rating reflects Oasis' overall
probability of default, to which Moody's assigns a PDR of B3, and
a loss given default of LGD4-65%. The size of the senior secured
revolver's potential priority claim relative to the senior
unsecured notes results in the notes being rated one notch beneath
the B3 CFR under Moody's Loss Given Default Methodology.

The stable ratings outlook incorporates Oasis' small size and the
expectation that the company's scale and credit metrics will
improve over the course of 2012. A negative action would be likely
if growth in proved developed reserves and average daily
production slows to the point where it is no longer reasonable to
expect that Oasis will be able to achieve 15 MMBOE of proved
developed reserves, average daily production of 10 MBOE per day,
with net debt to proved developed reserves of less than $10 per
BOE by year end 2011. In the near term, a positive rating action
is unlikely due to Oasis' limited scale. To be considered for a
positive rating action, the company should have proved developed
reserves of at least 40 MMBOE and average daily production in
excess of 15 MBOE per day while maintaining debt to proved
developed reserves below $10 per BOE.

Please see ratings tab on the issuer/entity page on Moodys.com for
the last credit rating action and the rating history.

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

Oasis Petroleum Inc. is headquartered in Houston, Texas.


OMEGA NAVIGATION: Wants Until May 2012 to Propose Chapter 11 Plan
-----------------------------------------------------------------
Omega Navigation Enterprises Inc., et al., ask the U.S. Bankruptcy
Court for the Southern District of Texas to extend their exclusive
periods to file and solicit acceptances for the proposed Plans of
Reorganization until May 7, 2012, and July 6, 2012, respectively.

The Debtors set a Nov. 14 hearing on their requested exclusivity
extensions.

The Debtors need more time to negotiate the plans and prepare
adequate information for a disclosure statement.  The Debtors are
proceeding to operate their business and attempting to cooperate
in good faith with the senior lenders, despite the fact that the
senior lenders have declared that their resistance to a consensual
plan.

The Debtors relate that the Court will consider motions filed by
senior facilities agent and senior facilities lenders on Nov. 28,
2011.  The Debtors add that the lender had filed motions on
information requests (both through formal discovery and informal
demands) intended to tax the Debtors' limited staff; and case
conversion/dismissal and lift of stay; and constesting cash
collateral hearing.

The Debtors' statutory exclusivity period will expire on Nov. 7,
2011, and the Debtors' solicitation period expires on Jan. 6,
2011.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own

a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OPEN RANGE: Nabs Lead Bidder, Aims to Proceed With Auction
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Open Range Communications
Inc. nabbed a lead bidder for its assets and is asking a judge to
let it move forward with a swift sale process.

As reported in the Troubled Company Reporter on Oct. 13, 2011,
Bankruptcy Law360 said that U.S. Bankruptcy Judge Kevin J. Carey
on Tuesday approved a $4 million loan from Open Range
Communications Inc.'s private equity owner to keep the rural
broadband service provider's customers connected to the Internet
as it searches for a buyer to take on its assets.  Law360 related
that Judge Carey approved the interim portion of the loan, which
could be worth $6 million on final approval.

                        About Open Range

Greenwood Village, Colo.-based Open Range Communications Inc., a
provider of wireless broadband services to 26,000 rural customers
in 12 states, filed a Chapter 11 petition (Bankr. D. Del. Case No.
11-13188) on Oct. 6, 2011, to either sell the business or shut
down and liquidate.  Open Range disclosed about $114 million in
assets and $110 million in debts.  Open Range started its WiMax
broadband and voice service in late 2009, backed by a $267 million
loan from the U.S. Department of Agriculture?s Rural Utility
Service and $100 million invested by One Equity Partners, a
financing arm of JPMorgan Chase & Co.

Judge Kevin J. Carey presides over the case.  Marion M. Quirk,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, serves as
bankruptcy counsel.  Logan & Co. serves as claims agent.  The
petition was signed by Chris Edwards, chief financial officer.


ORO VILLA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Oro Villa Apartments, LLC.
        2735 Mitchell Avenue
        Oroville, CA 95966

Bankruptcy Case No.: 11-45270

Chapter 11 Petition Date: October 24, 2011

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Debtor's Counsel: Matthew Abbasi, Esq.
                  ANH LEGAL GROUP, INC.
                  6320 Canoga Avenue, Suite 790
                  Woodland Hills, CA 91367
                  Tel: (818) 888-6614

Scheduled Assets: $4,092,974

Scheduled Debts: $3,699,701

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/caeb11-45270.pdf

The petition was signed by Assad A. Qassem, managing member.


PACIFIC CAPITAL: DBRS Rates Issuer & Senior Debt at 'B'
-------------------------------------------------------
DBRS Inc. has commented on the 3Q11 earnings of Pacific Capital
Bancorp (PCBC or the Company).  DBRS rates the Company's Issuer &
Senior Debt at B (high) with a Positive trend.  PCBC reported net
income of $20.5 million for the quarter, down modestly from $21.0
million in the previous quarter, but up from $16.8 million in
1Q11.  Importantly, four consecutive quarters of profitability
have allowed the Company to build capital and make investments to
enhance the franchise.

On a sequential quarter basis, lower net interest income from
margin compression and loan contraction more than offset lower
expenses and a lower provision for loan losses resulting in a
modest decline in net income.  Meanwhile, PCBC's noninterest
income businesses were basically stable in the quarter, increasing
$0.5 million, as the Company benefited from a gain on sale of low
income housing credits.

During the quarter, the margin was 4.08%, a material decline of 34
basis points from 4.42% in 2Q11.  The Company's margin was
negatively impacted by lower loan accretion related to purchased
credit impaired loans, even though PCBC was able to bring down
funding costs through the maturing of higher yielding long-term
debt and brokered deposits.

Both average loans and deposits declined during the quarter.  DBRS
notes the provision was lower this quarter after new originations
and purchases of loans declined from 2Q11 levels.  The Company
expects originations and purchases to increase now that it is
actively pursuing new business.  While total deposits have been
declining, PCBC has done a good job improving the deposit mix with
growth in noninterest bearing deposits and savings accounts
coupled with declines in more expensive certificates of deposit.

Despite continued investments to enhance the Company's technology
and operational infrastructure, expenses declined $2.1 million to
$48.1 million.  The decline was driven by lower regulatory
assessment costs and professional fees.  PCBC still needs to make
significant investments to strengthen its overall franchise and
allow it to compete effectively and efficiently, so expense levels
should increase over the intermediate term.

With its fourth consecutive quarter of net income, the Company
continues to build on already strong capital metrics.  Indeed,
PCBC's tangible common equity ratio increased 69 basis points to a
robust 11.36%.  All regulatory ratios remain well above even the
enhanced levels mandated by the Office of the Comptroller of the
Currency.


PHILADELPHIA ORCHESTRA: Musicians' New Contract Approved
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Philadelphia Orchestra received approval last
week for a new labor contract where the musicians' union consents
to termination of the existing defined-benefit pension plan.
The new contract provides a $2,050 minimum weekly salary, rising
to $2,400 when the contract expires in September 2015.  In
addition, the orchestra will pay $3.33 million to musicians over
the life of the new contract.

The report relates that assuming the bankruptcy court in
Philadelphia later approves termination of the existing pension
plan, musicians will be covered by a defined-contribution plan
where the orchestra will contribute between 8 percent and
10.5 percent of salaries to an annuity.

The Pension Benefit Guaranty Corp., according to the report,
estimated that it will have a claim for at least $42.8 million if
the existing pension program is terminated.  The pension plan is
conducting an investigation into the orchestra's endowment fund
and whether it can be used to pay creditors' claims.

                  About The Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras. Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case. The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor. Curley, Hessinger & Johnsrud serves as its
special counsel. Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series Inc. tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.


PILGRIM'S PRIDE: Posts Third-Quarter Loss on High Feed Costs
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Pilgrim's Pride
Corp. reported its third consecutive quarterly loss as the high
cost of chicken feed continued to outpace sales revenue.

                      About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is
one of the largest chicken companies in the United States, Mexico
and Puerto Rico.  The Company's fresh chicken retail line is sold
throughout the US, throughout Puerto Rico, and in the northern and
central regions of Mexico.  The Company exports commodity chicken
products to 90 countries.  The Company operates feed mills,
hatcheries, processing plants and distribution centers in 15 U.S.
states, Puerto Rico and Mexico.

Pilgrim's Pride and six of its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Tex. Lead Case No. 08-45664) on Dec. 1, 2008.  The
Company's subsidiaries in Mexico and certain subsidiaries in the
United States were not included in the filing and operated outside
of the Chapter 11 process.

Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy
counsel.  Lazard Freres & Co., LLC, was the Company's investment
bankers.  Kurtzman Carson Consulting LLC served as claims and
notice agent.  Kelly Hart and Brown Rudnick represented the
official equity committee.  Attorneys at Andrews Kurth LLP
represented the official committee of unsecured creditors.

On Dec. 10, 2009, the Bankruptcy Court confirmed the Joint Plan of
Reorganization filed by the Debtors.  The Plan was premised on the
sale of the business to JBS SA.  Under the Plan, creditors are
paid in full.  Existing owners retained 34% of the equity.  The
Company emerged from its Chapter 11 bankruptcy proceedings on Dec.
28, 2009.

                           *     *     *

According to the Troubled Company Reporter on July 5, 2011,
Moody's Investors Service downgraded Pilgrim's Pride's Corporate
Family and Probability of Default ratings to B2 from B1 and senior
unsecured note rating to Caa1 from B3 given the lack of
improvement in chicken prices and its consequent impact on
Pilgrim's Pride's financial performance, including expectations
for modest EBITDA at best for 2011. Moody's concern is somewhat
mitigated by the covenant relief provided by Pilgrim's lenders and
the cash advance of $50 million from JBS USA (a PIK subordinated
loan provided by a sister company). The SGL-3 speculative grade
liquidity rating was affirmed. The outlook is stable.


PITTSBURGH CORNING: Hearing on Plan Modifications on Nov. 30
------------------------------------------------------------
As reported in the TCR on June 20, 2011, the U.S. Bankruptcy Court
for the Western District of Pennsylvania, on June 16, 2011,
entered an order denying confirmation of the Amended Plan of
Reorganization Pittsburgh Corning Corporation (PCC), filed
Jan. 29, 2009.

The Court's memorandum opinion accompanying the order rejected
some objections to the Amended PCC Plan and made suggestions
regarding modifications to the Amended PCC Plan that would allow
the Plan to be confirmed.

Certain parties to the bankruptcy proceeding filed specific plan
modifications in response to the Court's opinion and Corning
Incorporated supported these filings.  Objections to the
modifications are to be filed by Oct. 28, 2011, and responses to
the objections by Nov. 16, 2011, Corning disclosed in its
quarterly report for the third quarter ended Sept. 30, 2011.  The
Court has set a hearing on the objections for Nov. 30, 2011.

A copy of the Modified Third Amended Plan of Reorganization filed
Sept. 23, 2011, is available for free at:

http://bankrupt.com/misc/PITTSBURGHCORNING_3rdAplan_modified.pdf

The Amended PCC Plan with the modifications addressing issues
raised by the Court's June 16 opinion remains subject to a number
of contingencies.  Payment of the amounts required to fund the
Amended PCC Plan from insurance and other sources are subject to a
number of conditions that may not be achieved.  The approval of
the (further modified) Amended PCC Plan by the Bankruptcy Court is
not certain and faces objections by some parties.  If the modified
Amended PCC Plan is approved by the Bankruptcy Court, that
approval will be subject to appeal.

A complete text of Corning's Form 10-Q for the three months ended
Sept. 30, 2011, is available for free at http://is.gd/arKoie

                     About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

The Hon. Judith K. Fitzgerald presides over the case.  Reed Smith
LLP serves as counsel and Deloitte & Touche LLP as accountants to
the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.


PJ FINANCE: Plan Sponsorship Up for Auction Dec. 8
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that PJ Finance Co. LLC and its chief antagonist, secured
lender Torchlight Loan Services LLC, agreed to put their disputes
on ice pending an auction testing whether there's a better offer
to sponsor a plan than the one filed by the company and the
creditors' committee in September.  The company plan would be
financed with $10 million from the owners.

The report relates that Torchlight had a motion pending to dismiss
the case or convert to a liquidation in Chapter 7.  The motion has
been put on hold pending the auction.  Under procedures approved
Oct. 28 by the U.S. Bankruptcy Judge in Delaware, other bids are
due Dec. 2.  If there is a competing bid, an auction will take
place Dec. 8, followed by a hearing on Dec. 15 for approval of a
disclosure statement sponsored by the auction's winner.  Absent
another bid, there will be no auction. Instead, the bankruptcy
court will hold what it calls a "contested hearing" on Jan. 18 for
approval of the September disclosure statement.

Mr. Rochelle notes that PJ Finance gave Torchlight two options in
the September plan. Torchlight can keep the full amount of a $370
million secured claim on the properties, paying 3.5% interest and
maturing in 2019.  The first option would enable unsecured
creditors to split $5 million in cash to cover $10 million in
claims.  Or, Torchlight can have new secured debt equal to
whatever value the judge assigns to the collateral.  The new
secured debt would start off paying 3% interest and mature in
2022. Under the alternative, unsecured creditors would receive
$4 million cash, and Torchlight would receive a new unsecured note
for 40% its estimated $165 million deficiency claim. The 40% is to
represent the same distribution received by unsecured creditors.

Torchlight, the special servicer for $475 million in mortgage-
backed securities, has been seeking dismissal of the case,
contending the Chapter 11 filing was not made in good faith.

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688).  Michelle E.
Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in
Wilmington, Delaware, serve as bankruptcy counsel.  Kurtzman
Carson Consultants, LLC, is the Debtors' claims and notice agent.
An official committee of unsecured creditors has been named in the
case.  Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the committee as lead counsel.
Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at
Landis Rath & Cobb, in Wilmington, Del., serve as the committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ Finance said it has a commitment for Gaia Real Estate
Investments LLC to invest $42 million and serve as the foundation
for a reorganization plan.


PLUM & IDAHO: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Plum & Idaho, LLC
        1495 Pacific Highway, Suite 350
        San Diego, CA 92101

Bankruptcy Case No.: 11-43018

Chapter 11 Petition Date: October 25, 2011

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

Judge: Catherine E. Bauer

Debtor's Counsel: Stephen R. Wade, Esq.
                  THE LAW OFFICES OF STEPHEN R. WADE
                  400 N. Mountain Avenue, Suite 214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865
                  E-mail: dlr@srwadelaw.com

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

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

The petition was signed by Howard C. Berkson, managing member of
Berkson Realty Advisors, LLC, managing member.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Pacific Western Bank               1175 and 1177 Idah   $5,782,802
401 "B"Street, Suite 1500         Street, Redlands,
San Diego, CA 92101-4238           CA 92374


POST 240: Section 341(a) Meeting Scheduled for Nov. 22
------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of creditors
of Post 240 Partners, LP, on Nov. 22, 2011, at 1:00 p.m.  The
meeting will be held at San Francisco U.S. Trustee Office.
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.

San Francisco, Calif.-based Post 240 Partners, LP, aka Festival
Retail Fund 1 228 Post Street, LP, filed for Chapter 11 bankruptcy
(Bank. N.D. Calif. Case No. 11-33788) on Oct. 19, 2011.  The
Debtor estimated both assets and debts of $50 million to $100
million.  An affiliate, Post Street LLC, filed for bankruptcy in
June.

Mark Schurgin signed the petition as president of general partner
FRF1 228 Post Street, LLC.

Harden Alexander Fisch, Esq., at Stutman, Treister and Glatt, in
Los Angeles, California, serves at the Debtor's counsel.


PREMIER TRAILER: Commitment Terminate Date Tolled to Oct. 31
------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved the stipulation between PLT Holdings
LLC, and its debtor affiliates and Garrison Loan Agency Services
LLC, as administrative agent, extending the "commitment
termination date" as defined in the Final DIP Order to Oct. 31,
2011, or the effective date of a plan of reorganization, or the
occurrence of an event of default under the first lien credit
agreement.

                  About Premier Trailer Leasing

Founded in 2005, PTL Holdings LLC and Premier Trailer Leasing,
Inc., provide semi-trailer rentals, specializing in road-ready
semi-vans and flatbeds for the mid-market segment of the
transportation industry.  Headquartered in Grapevine, Texas, they
operate their business out of 19 branches in 15 different states
in the United States.

PTL Holdings and Premier sought bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12676) on Aug. 23, 2011.  Brendan Linehan
Shannon presides over the case.  Pachulski Stang Ziehl & Jones LLP
serves as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants, LLC, serves as claims and noticing agent.  PTL
Holdings estimated $100 million to $500 million in assets and
debts.  The petitions were signed by Scott J. Nelson, chief
executive officer.

Garrison Loan Agency Services LLC, the administrative agent under
the First Lien Credit Agreement, is represented by Proskauer Rose
LLP.  Second lien lender Fifth Street Mezzanine Partners III,
L.P., is represented by Young Conaway Stargatt & Taylor LLP and
Kramer Levin Naftalis & Frankel LLP.

On the Petition Date, the Debtors filed a Prepackaged Plan.  The
primary purpose of the Plan is to effectuate the restructuring and
substantial de-leveraging of the Debtors' capital structure in
order to bring it into alignment with the Debtors' present and
future operating prospects and to provide the Debtors with greater
liquidity.  The Plan gives the First Lien Lenders, owed $84
million, 100% of the equity of reorganized Premier in exchange for
the discharge of obligations owed under the First Lien Credit
Agreement.  Holders of Second Lien Credit Agreement Claims, worth
$27,100,000, and holders of general unsecured claims, worth
$550,000, will get nothing.

A statutory committee of unsecured creditors has not been
appointed in the Debtors' cases.


RCR PLUMBING: Cash Collateral Hearing Today
-------------------------------------------
Judge Wayne E. Johnson will hold a hearing on Nov. 1, 2011, at
1:00 p.m., to consider further approval of the request of RCR
Plumbing and Mechanical Inc. to use cash collateral.

On Oct. 14, 2011, the Debtor obtained interim permission to use
the cash collateral of PNC Bank, N.A., and the Richey Family Trust
through Nov. 1 pursuant to a budget.

The Interim Cash Collateral Order does not authorize the use of
cash collateral to pay professional fees.

PNC Bank asserts a contingent first priority interest in the
Debtor's cash based on a $6.5 million undrawn revolving line of
credit.  The Richey Family Trust is a family trust of the Debtor's
president and CEO, Robert C. Richey.  The trust asserts an
interest in the Debtor's cash for advances made to the Debtor for
operations pursuant to a $1.255 million subordinated note.

The Interim Order provides that PNC Bank and the Richey Family
Trust will receive perfected replacement liens, in accordance with
their respective priority, in the Debtor's assets and related
proceeds.  The replacement liens do not include, without
limitation, a lien on any avoidance actions or other causes of
action of the Debtor.

Aside from the replacement liens, the Debtor asserts that PNC Bank
is adequately protected for the proposed use of cash collateral.
PNC Bank, the Debtors said, is protected by a substantial equity
cushion of roughly 246%.  According to the Debtor, should the
Court determine that PNC Bank presently holds a non-contingent
secured claim in the amount of the existing undrawn letter of
credit, then the amount of PNC Bank's asserted secured claim
totals $4.8 million.  The Debtors noted that as of the Petition
Date, PNC Bank's asserted collateral package, consisting primarily
of cash, accounts receivable and inventory totaled $11.1 million.

The Interim Order directs PNC Bank to establish at PNC Bank a
debtor-in-possession account and turn over and transfer all funds
at PNC Bank -- $613,000 -- in a reserve account into the PNC DIP
Account.

The Court will also consider at Tuesday's hearing the Debtor's
request to grant administrative priority status to claims for
orders placed prepetition and delivered postpetition; and for
procedures for the treatment of reclamation claims pursuant to 11
U.S.C. Sections 546(c) and 105(a).

Creditor Oliva & Associates ALC meanwhile has filed with the Court
a notice of perfected attorney's lien in certain cash settlement
proceeds.

PNC Bank may be reached at:

          Emily Webster
          PNC Bank
          2 N. Lake Avenue
          Pasadena, CA 91101
          Tel: 626-432-6114
          Fax: 626-432-4589
          E-mail: Emily.webster@pnc.com

The Richey Family Trust may be reached at:

          Robert C. Richey
          2331 Cliff Drive
          Newport Beach, CA 92663
          E-mail: bob.richey@rcrcompanies.com

                        About RCR Plumbing

Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast.  In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc.  On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio.  Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.

RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011.  RCR Plumbing blamed a weak
construction market and increased insurance costs.  Judge Wayne E.
Johnson oversees the case.  Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. -- esmiley@wgllp.com and kandrassy@wgllp.com -- at
Weiland, Golden, Smiley et al., serve as the Debtor's counsel.
Kurtzman Carson Consultants LLC serves as noticing agent.  In its
petition, RCR Plumbing estimated $10 million to $50 million in
assets and debts.  The petition was signed by Robert C. Richey,
president/CEO.

Mr. Richey is represented in the case by:

          Jack Goldman, Esq.
          Nick Sanchez, Esq.
          THEODORA ORINGHER PC
          10880 Wilshire Blvd, Suite 1700
          Los Angeles, CA 90024-4101
          Tel: 310-557-2009
          Fax: 310-551-0283
          E-mail: jgoldman@tocounsel.com
                  nsanchez@tocounsel.com


RCR PLUMBING: Hiring Kurtzman Carson as Noticing Agent
------------------------------------------------------
RCR Plumbing and Mechanical Inc. said that due to the size of its
bankruptcy case, it requires the services of a noticing agent and
seeks to employ Kurtzman Carson Consultants LLC in that capacity
and to provide consulting services, including plan solicitation,
balloting, and creation and maintenance of a public case-specific
Web site.

The Debtor said KCC will not serve as claims agent at this time.

The Debtor said the number of potential creditors may reach 7,000
parties.

The Debtor proposes to pay KCC a $5,000 retainer.

KCC attests that it is a "disinterested person" as that term is
used in 11 U.S.C. Sec. 327 and defined in Sec. 101(14), and does
not hold or represent an interest adverse to the Debtor's estate.

                        About RCR Plumbing

Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast.  In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc.  On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio.  Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.

RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011.  RCR Plumbing blamed a weak
construction market and increased insurance costs.  Judge Wayne E.
Johnson oversees the case.  Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. -- esmiley@wgllp.com and kandrassy@wgllp.com -- at
Weiland, Golden, Smiley et al., serve as the Debtor's counsel.
Kurtzman Carson Consultants LLC serves as noticing agent.  In its
petition, RCR Plumbing estimated $10 million to $50 million in
assets and debts.  The petition was signed by Robert C. Richey,
president/CEO.  Mr. Richey is represented in the case by Jack
Goldman, Esq., and Nick Sanchez, Esq., at Theodora Oringher PC.


REVLON CONSUMER: Reports $5.3 Million 3rd Quarter Net Income
------------------------------------------------------------
Revlon Consumer Products Corporation filed with the U.S.
Securities and Exchange Commission its Quarterly Report on Form
10-Q reporting net income of $5.30 million on $337.20 million of
net sales for the three months ended Sept. 30, 2011, compared with
net income of $14.20 million on $319 million of net sales for the
same period during the prior year.

The Company also reported net income of $25.10 million on $1.02
billion of net sales for the nine months ended Sept. 30, 2011,
compared with net income of $37.20 million on $952.20 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.12
billion in total assets, $1.76 billion in total liabilities and a
$636.30 million total stockholders' deficiency.

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

                        http://is.gd/i5bUKk

                       About Revlon Consumer

Headquartered in New York, Revlon Consumer Products Corporation is
a worldwide cosmetics, skin care, fragrance, and personal care
products company.  The company is a wholly-owned subsidiary of
Revlon, Inc., which is majority-owned by MacAndrews & Forbes,
which is in turn wholly-owned by Ronald O.  Perelman.  Revlon's
net sales for the twelve-month period ended December 2009 were
approximately $1.3 billion.  M&F beneficially owns approximately
77.4% of Revlon's outstanding Class A common stock, 100% of
Revlon's Class B common stock and 78.8% of Revlon's combined
outstanding shares of Class A and Class B common stock, which
together represent approximately 77.2% of the combined voting
power of such shares.

                         *     *      *

As reported by the TCR on Dec. 2, 2010, Standard & Poor's Ratings
Services said that it raised its corporate credit rating on Revlon
Consumer Products Corp. to 'B+' from 'B'.  "S&P raised the ratings
on Revlon Consumer Products Corp. to reflect the continued
improvements in operating performance, credit metrics, and its
enhanced liquidity profile," said Standard & Poor's credit analyst
Susan Ding.

In April 2011, Moody's Investors Service upgraded Revlon Consumer
Products Corporation's Corporate Family and Probability of Default
ratings to B1 from B2.  The upgrade of Revlon's Corporate Family
rating to B1 reflects the company's ability to sustain operating
and financial momentum despite the ongoing challenges of the
macroeconomic environment and intensified competitive environment.
Revlon's credit metrics continue to improve modestly driven by
strong profitability and cash flow generation with further gains
expected in fiscal 2011.


RHODE ISLAND: Pension System Leaves State Facing Debt Problem
-------------------------------------------------------------
American Bankruptcy Institute reports that after decades of drift,
denial and inaction, Rhode Island's $14.8 billion pension system
is in crisis.


ROUND TABLE: Bankruptcy-Exit Plan Heads to Creditors
----------------------------------------------------
Dow Jones' DBR Small Cap reports that a bankruptcy judge approved
Round Table Pizza Inc.'s Chapter 11 bankruptcy-exit plan summary
Thursday, which sets a 20-month deadline for the medieval-themed
pizza-restaurant chain either to sell itself or to refinance its
biggest loan of $37.4 million.

                        About Round Table

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The official committee of unsecured creditors has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.

First Bankers Trust Services, Inc., was appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as an ESOP
counsel.


SAINTS MEDICAL: Moody's Cuts Rating on $49MM Bonds to 'Caa1'
------------------------------------------------------------
Moody's Investors Service has downgraded to Caa1 from B1 the long-
term bond rating assigned to Saints Medical Center's (SMC) $49
million of outstanding bonds issued by the Massachusetts Health &
Educational Facilities Authority. The rating remains on watch for
further possible downgrade.

SUMMARY RATING RATIONALE

The rating downgrade is due to the withdrawal of SMC and for-
profit Steward Health Care System from full asset purchase
discussions in October 2011, as well as failed merger discussions
with Covenant Health Systems in late 2010, continued weak
financial performance and correspondingly unfavorable debt
coverage ratios, decline in liquidity balances, physician
departures and related weak patient volumes. SMC and Lowell
General Hospital (LGH) have announced their intention to
affiliate, but unlike the proposed Steward transaction, it is
Moody's opinion that the merger would likely not result in a
refunding of SMC's debt. Definitive governance and management
structures under a SMC and Lowell General Hospital merger are not
clear at this time. The rating remains on watch for further
possible downgrade, reflecting Moody's concerns regarding SMC's
ability to finalize a transaction with a long-term strategic
partner in a timely manner in order to avoid continued financial
and operational deterioration and further declines in unrestricted
cash and investments.

CHALLENGES

*In the past year, SMC experienced two failed merger attempts,
first with Covenant Health Systems in September 2010, and then
Steward Health Care System in October 2011; a possible affiliation
with Lowell General Hospital ("LGH", rated Baa1/Stable by Moody's)
is in early stages, but in Moody's opinion would likely not result
in a large capital injection into the hospital, or a refunding of
SMC's outstanding bonds

*Unrestricted cash and investments continue to decline for the
fourth consecutive year, with system cash and investments totaling
just $13.6 million (33 days cash on hand) as of August 31, 2011,
down from $16.8 million (41 days cash on hand) at fiscal yearend
(FYE) 2010; liquidity is very thin, particularly with respect to
SMC's debt as cash-to-debt was just 28.4% at August 31, 2011

*Operating performance showed substantial declines through eleven
months of FY 2011, marking the fifth year of operating losses for
SMC; year-to-date FY 2011 performance is particularly weak as
evidenced by operating margin of -5.7% and operating cash flow
margin of a barely break-even 0.3%

*The hospital is highly leveraged with debt-to-cash flow a very
high 21.7 times and Moody's-adjusted maximum annual debt service
(MADS) coverage of 0.74 times in FY 2010; MADS coverage through
eleven months of FY 2011 declined to a very low 0.05 times and SMC
may be in violation of its 1.1 times rate covenant when it is
measured at fiscal yearend; the bond documents call for a
consultant call-in as a remedy for the covenant violation

*If a definitive merger agreement with LGH is not reached and
steps are not taken to shore up SMC's financial performance and
balance sheet position and cash continues to decline, Moody's
cannot rule out the possibility of a bankruptcy filing or debt
restructuring/workout

STRENGTHS

*Utilization trends have somewhat stabilized, with combined
inpatient admissions and observations essentially flat (up 0.3%)
through eleven months of FY 2011 compared to the prior year same
period; however, Moody's notes that physician departures continue,
and surgical volumes through the interim period were down 6.6%

*Conservative, fixed-rate only debt structure without any interest
rate derivatives

*Debt service reserve fund present

Outlook

The rating remains on watch for further possible downgrade,
reflecting Moody's concerns regarding SMC's ability to finalize a
transaction with a long-term strategic partner in a timely manner
in order to avoid continued financial and operational
deterioration and further declines in unrestricted cash and
investments.

WHAT COULD MAKE THE RATING GO UP

Material improvement in financial performance and cash flow
generation; growth of unrestricted cash to significantly higher
levels allowing the hospital to pursue strategic investment;
affiliation with a strategic partner that results in a reduction
of debt or sizeable capital injection; a rating upgrade is
unlikely in the near term.

WHAT COULD MAKE THE RATING GO DOWN

Additional decline of unrestricted cash and investments; loss of
additional physicians, patient volumes, and/or market share;
further erosion to financial performance; inability to consummate
an affiliation with a strategic partner.

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


SCHWAB INDUSTRIES: KeyBank-Huntington Dispute Stays in Ohio
-----------------------------------------------------------
Bankruptcy Judge Russ Kendig denied a motion to transfer venue of
the lawsuit, KeyBank National Association, v. Huntington National
Bank, Adv. Proc. No. 10-6097 (Bankr. N.D. Ohio), to the United
States District Court for the Middle District of Florida and a
motion to intervene filed by creditor trustee John B. Pidcock.

KeyBank filed the adversary in an attempt to recover nearly
$3,000,000 in life insurance policy premiums paid by one of the
jointly administered debtors, Schwab Industries, Inc., on the
lives of Jerry A. Schwab and Donna L. Schwab.  Jerry and Donna
Schwab, husband and wife and resident of Florida, were directors
and shareholders of Schwab Industries.  Schwab Industries'
corporate headquarters were located in Dover, Ohio.

The life insurance policies are part of the Schwab Irrevocable
Trust #1 settled by Jerry Schwab in April 1992.  Huntington
National Bank is the trustee as the successor to Huntington Trust
Company.  Huntington National Bank is a national banking
institution. The Trust is governed by Florida law.

At the time the Trust was settled, Trustee entered into a split
dollar agreement with Schwab Industries.  Schwab Industries paid
the life insurance policy premiums and, in exchange, obtained a
collateral security interest for the value of the premiums paid.
Termination provisions in the Agreement allow for the potential
recovery of the premiums paid by Schwab Industries from the Trust.
The Agreement is governed by Florida law.

Schwab Industries owed $61,000,000, plus interest, to various
prepetition secured lenders, including KeyBank, the administrative
agent for the prepetition secured lenders.  SII's assets were sold
in May 2010.  The sale did not fully pay the prepetition secured
lenders.  At the time the adversary was filed, they are still owed
$15,000,000.

The sale process resulted in the establishment of a fund for the
benefit of other creditors.  John B. Pidcock is the trustee of the
Creditor Trust.  Under certain conditions, the Creditor Trust is
funded with a share of proceeds recovered by KeyBank.  If KeyBank
recovers the policy premiums in the adversary, the Creditor Trust
stands to receive 15%.

Under the sale order and the prepetition security interest
filings, KeyBank, as agent for the secured lenders, claims a
valid, perfected, first priority security interest in prepetition
collateral that was not sold in the sale of SII's assets. It
alleges part of the collateral includes rights under the split
dollar agreement. It contends that Schwab Industries' bankruptcy
filing was grounds for termination of the split dollar agreement.
Relying on Ohio Revised Code Sec. 1309.67 and the sale order,
KeyBank seeks to enforce the Agreement to recover the premiums
paid or to seek a transfer of the policies.

Huntington as trustee objects to the relief sought. It filed a
counterclaim against KeyBank seeking declaratory judgment to
determine the parties' interests, as well as other relief.
Additionally, Huntington filed a third-party complaint against the
beneficiaries of the Trust, also seeking a declaratory judgment as
to the rights and interests in the policies and premiums.

Several of the beneficiaries filed answers to the third-party
complaint.  Jerry Schwab, Donna Schwab and David A. Schwab filed a
joint answer and cross-claimed against KeyBank.  David Schwab, son
of Jerry and Donna, is also a resident of Florida and a
beneficiary under the Trust.  The Schwabs deny the Trust
terminated and contend that Schwab Industries could not pledge its
interest in the split dollar agreement, KeyBank is not a secured
creditor, and cannot enforce termination rights under the
Agreement.  The Schwabs also filed a counterclaim against KeyBank.
Other beneficiaries, including Mary Ann Schwab Hites, Jason David
Hites, Justin Hites and Ronald Manse, also filed answers to the
third-party complaint. These third-party defendants are residents
of Ohio.

On July 29, 2011, the Schwabs filed a motion to transfer venue.
On Aug. 12, 2011, the Creditor Trustee filed a motion to
intervene.  The motions are opposed.

In denying the requests, Judge Kendig held that a presumption
exists that the home court is the proper venue for an adversary
action.  The Schwabs failed to rebut this presumption, proving
neither the interest of justice nor the convenience of the parties
warranted transfer.

Judge Kendig also held that the Creditor Trustee's motion to
intervene is denied. The motion was not timely filed, barring both
intervention as a matter of right and permissive intervention.

A copy of the Court's Oct. 25, 2011 Memorandum of Opinion is
available at http://is.gd/9iYXFMfrom Leagle.com.

               No Protective Order for Jerry Schwab

In a separate order, the Court declined to rule on Jerry Schwab's
request for protective order.  Mr. Schwab is a third-party
defendant in the lawsuit.  KeyBank served discovery on Mr. Schwab
on July 22, 2011. After extensions, the responses were due on
Sept. 30, 2011.

Mr. Schwab filed the request on Sept. 29, 2011, seeking a blanket
protective order excusing him from responding to discovery,
including requests for admissions, requests for production of
documents and interrogatories.  He alleges the stress of
participating in this litigation would aggravate his myasthenia
gravis and states that the responses submitted by his wife and
son, also third-party defendants, sufficiently respond to
Plaintiffs requests.  He attached a copy of a letter from a
physician advising that participation in the suit is not
recommended.

The Court, however, held that filing a motion for a protective
order two days before discovery responses are due does not allow
sufficient opportunity to negotiate a discovery dispute in good
faith.  The Court also held that Mr. Schwab's request for a
blanket protective order is too broad.  While he has a legitimate
interest in maintaining his health, that interest does not trump
KeyBank's interest in conducting discovery of the party
maintaining a lawsuit against it.

The Court held the motion for protective order in abeyance to
allow the parties additional time to negotiate the matter.

A copy of the Court's decision is available at http://is.gd/h3FcF1
from Leagle.com.

                      About Schwab Industries

Dover, Ohio-based Schwab Industries, Inc., produced, supplied and
distributed ready-mix concrete, concrete block, cement and related
supplies to commercial, governmental and residential contractors
throughout Northeast Ohio and Southwest Florida.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ohio Case No. 10-60702) on Feb. 28, 2010.  The Parkland
Group, Inc., provided restructuring services and designated
Laurence V. Goddard as Chief Restructuring Officer.  Hahn Loeser &
Parks LLP served as bankruptcy counsel. Brouse McDowell, LPA,
served as special counsel.  Garden City Group, Inc., served as
claims, noticing and balloting agent.  The Company estimated its
assets and liabilities at $50 million to $100 million.


SCOTTSDALE CANAL: U.S. Trustee Unable to Form Committee
-------------------------------------------------------
The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Scottsdale Canal Development LLC because an insufficient number of
persons holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The U.S. Trustee reserves the
right to appoint such a committee should interest developed among
the creditors.

Scottsdale Canal Development LLC filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-26862) on Sept. 21, 2011.  Judge
Charles G. Case II presides over the case.  John J. Fries, Esq.,
at Ryley Carlock & Applewhite, serves as the Debtor's counsel.  In
its petition, the Debtor estimated $10 million to $50 million in
assets and $50 million to $100 million in debts.  The Debtor
disclosed assets of $25,000 plus unknown amount and liabilities of
$4,251,351.

Platinum Land Investments LLC serves as administrative member of
the Debtor.  Platinum's Mark Madkour serves as the Debtor's sole
member.


SECURITY NATIONAL: Wants to Use Rent to Fund Bankruptcy
-------------------------------------------------------
Security National Properties Funding III LLC seeks permission from
the Bankruptcy Court to use rental revenues from its real estate
properties to fund operations while in bankruptcy.

The Debtors said their lenders may assert that some of the rents
are cash collateral of numerous mortgage lenders.  However,
without the use of the rents, the Debtors said they will be unable
to manage and pay operating expenses and maintain the value of
their properties.

The Debtors said the parties with an alleged interest in the cash
collateral are Bank of America N.A., in its capacity as
administrative agent for itself and parties who are lenders under
a $200 million prepetition credit agreement.  The lenders consist
of TD Bank N.A., Bank of Scotland, PNC Bank N.A., successor to
National City Bank, Regions Bank, The Bank of Asia Ltd., Compass
Bank and Comerica Bank.  The Debtors said $159.9 million is
presently outstanding under the BofA facility.

The Debtors have prepared a 13-week budget and anticipate that
$3.7 million of cash collateral will be used during the period
from the Court's entry of an interim cash collateral order through
the proposed final cash collateral hearing date.  The Debtors also
expect to have receipts of $4.7 million during the period.

The Debtors propose to provide the Lenders with replacement liens
as adequate protection for any diminution in the value of their
collateral.

Separately, the Debtors are seeking Court permission to honor
tenant obligations.

          About Security National Properties Funding III

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
11-13277) on Oct. 13, 2011.  Judge Kevin Gross presides over the
case.  Andrew R. Remming, Esq., and Robert J. Dehney, Esq.
aremming@mnat.com and rdehney@mnat.com -- at Morris, Nichols,
Arsht & Tunnell, serve as the Debtors' counsel.  GCG Inc. serves
as the Debtors' claims and notice agent.


SECURITY NATIONAL: Seeks Extension of Schedules Filing
------------------------------------------------------
Security National Properties Funding III LLC asks the Bankruptcy
Court to extend the deadline for filing schedules of assets and
liabilities and statement of financial affairs.

Section 521 of the Bankruptcy Code and Rule 1007(c) of the Federal
Rules of Bankruptcy Procedure require debtors to file their
schedules and statements within 14 days after the petition date.
In Delaware, Rule 1007-1(b) of the local bankruptcy rules add
another 16 days if the Debtor has more than 200 creditors and the
petition is accompanied by a creditor list.

Security National said they have more than a thousand creditors
and the volume of material that must be compiled and reviewed by
their limited staff justify an extension.  The Debtors are asking
the Court for a 30-day extension, to and including Dec. 12.

          About Security National Properties Funding III

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
11-13277) on Oct. 13, 2011.  Judge Kevin Gross presides over the
case.  Andrew R. Remming, Esq., and Robert J. Dehney, Esq.
aremming@mnat.com and rdehney@mnat.com -- at Morris, Nichols,
Arsht & Tunnell, serve as the Debtors' counsel.  GCG Inc. serves
as the Debtors' claims and notice agent.  The Debtor estimated up
to $50 million in assets and up to $500 million in debts.


SECURITY NATIONAL: Hiring Garden City as Claims Agent
-----------------------------------------------------
Security National Properties Funding III LLC asks the Bankruptcy
Court to approve its employment of GCG Inc., aka Garden City
Group, as claims, noticing and balloting agent.

Prior to the bankruptcy filing, the Debtors paid GCG a $15,000
retainer.

Jeffrey S. Stein, vice president of GCG, attests that the firm
neither holds nor represents any interest adverse to the Debtors'
estates and is a "disinterested person" as referenced in 11 U.S.C.
Sec. 327(a) and as defined in Sec. 101(14).

          About Security National Properties Funding III

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
11-13277) on Oct. 13, 2011.  Judge Kevin Gross presides over the
case.  Andrew R. Remming, Esq., and Robert J. Dehney, Esq.
aremming@mnat.com and rdehney@mnat.com -- at Morris, Nichols,
Arsht & Tunnell, serve as the Debtors' counsel.  The Debtor
estimated up to $50 million in assets and up to $500 million in
debts.


SOLYNDRA LLC: White House Orders Review of Department Loan Program
------------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the White House on
Friday ordered an independent review of the Energy Department
program that gave Solyndra LLC a $535 million loan guarantee.

                       About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.

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


SOUTH EDGE: Bankruptcy Judge Signs Off On Exit Plan for Project
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a Nevada
bankruptcy judge approved the Chapter 11 exit plan for a failed
Las Vegas real estate development dubbed Inspirada that calls for
a group of home builders to pay the project's lenders $335 million
to settle legal trouble related to the venture.

The bankruptcy judge approved a settlement with Focus Group South
LLC on Oct. 17.  Focus was claiming a lien on about $26 million
cash and opposed approval of the reorganization plan.

According to Bloomberg News, the reorganization plan for the
project's owner, South Edge LLC, will implement a larger
settlement negotiated in May by secured lenders with South Edge's
Chapter 11 trustee, KB Home and other homebuilders who represented
92 percent of the ownership interests in the project.

The project ultimately was to cost $1.25 billion and have 8,500
homes.  The lenders were to provide $595 million in financing.
Other financing includes $102 million in public bonds for
improvements.

                        About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SOUTHERN MONTANA: Section 341(a) Meeting Scheduled for Nov. 17
--------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
of Southern Montana Electric Generation And Transmission
Cooperative, Inc., on Nov. 17, 2011, at 9:00 a.m.  The
meeting will be held at 341 Billings 316 N 26th St., 5th Flr.
Crtrm, Billings, Montana.

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.

                       About Southern Montana

Based in Billings, Montana, Southern Montana Electric Generation
And Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.

As reported by the TCR on Oct. 27, 2011, Standard & Poor's Ratings
Services lowered its issuer credit rating on Southern Montana
Electric Generation & Transmission Cooperative (SME) to 'CC' from
'BBB', and placed the rating on CreditWatch with developing
implications.  These actions follow the cooperative's Oct. 21
bankruptcy filing under Chapter 11 of the U.S. Bankruptcy Code.
According to SME, the filing was in response to failure on the
part of some of its members to honor contractual obligations,
including payment to the cooperative for services.


SOUTHERN MONTANA: Seeks to Employ Doak & Associates as Counsel
--------------------------------------------------------------
Southern Montana Electric Generation and Transmission Cooperative,
Inc., seeks the authority of the U.S. Bankruptcy Court for the
District of Montana to employ Jon E. Doak and the law firm of Doak
& Associates, P.C., as its legal counsel.  The Debtor has selected
Mr. Doak and his firm for their unique knowledge of the Debtor's
business and financial affairs necessary to assist in effectuating
a reorganization.

The professional services that Mr. Doak and his firm will render
include general counseling and representation before the
Bankruptcy Court in connection with the Chapter 11 case and any
associated matters before the Court.

The Debtor proposes to pay Mr. Doak at the rate of $225 per hour.
Services rendered by legal assistant Deborah Leone Doak will be
compensated at the rate of $110 per hour.

The Debtor will also reimburse the firm for photocopying expenses,
postage or other package delivery and other out-of-pocket costs.
The firm does not charge for long distance telephone tolls,
telefaxes or routine photocopying within its offices.

Jon E. Doak, Esq., at Doak & Associates, P.C., assures the Court
that he and his firm are "disinterested persons" as defined in
Section 101(14) of the Bankruptcy Code.

                      About Southern Montana

Based in Billings, Montana, Southern Montana Electric Generation
And Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

As reported by the TCR on Oct. 27, 2011, Standard & Poor's Ratings
Services lowered its issuer credit rating on Southern Montana
Electric Generation & Transmission Cooperative (SME) to 'CC' from
'BBB', and placed the rating on CreditWatch with developing
implications.  These actions follow the cooperative's Oct. 21
bankruptcy filing under Chapter 11 of the U.S. Bankruptcy Code.
According to SME, the filing was in response to failure on the
part of some of its members to honor contractual obligations,
including payment to the cooperative for services.


SUPERMEDIA INC: Restructuring Capital Holds 11.5% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Restructuring Capital Associates, L.P., and
its affiliates disclosed that they beneficially own 1,779,349
shares of common stock of Supermedia Inc. representing 11.5% of
the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/5IKvNA

                       About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  The
Debtors' financial condition as of Dec. 31, 2008, showed total
assets of $1,815,000,000 and total debts of $9,515,000,000.
Toby L. Gerber, Esq., at Fulbright & Jaworski, LLP, represented
the Debtors in their restructuring efforts.  The Debtors tapped
Moelis & Company as their investment banker; Kurtzman Carson
Consultants LLC as their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


TASANN TING: Can Use Cash Collateral to Pay Property Insurance
--------------------------------------------------------------
Judge Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California, San Francisco Division, entered
an order holding that proceeds from or of any and all assets of
Tasann Ting Group, Inc., in which lender 39889 Eureka Drive LLC,
the successor in interest to Cathay Bank, has a valid and
perfected security interest are Lender's cash collateral.

The Court authorized the Debtor to use Cash Collateral to pay (i)
the insurance for the real property located at 39889 Eureka Drive,
in Newark, California, (ii) the reasonable and necessary
maintenance costs of the Property, and (iii) the payments
authorized by the Order Regarding Motion for Entry of an Order
Terminating the Automatic Stay entered by the court on Aug. 2,
2011.  The Debtor, however, is not authorized to use Cash
Collateral to make any other payments, including, but not limited
to, administrative expenses or legal fees.

                  About Tasann Ting Group, Inc.

Sunnyvale, California-based Tasann Ting Group, Inc. A Calif. Corp
owns and operates a 250,000 square foot commercial warehouse
facility located at 39889 Eureka Drive, Newark, California.  It
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif.
Case No. 10-63154) on Dec. 28, 2010.  Ted Z. Wolny, Esq., at
Miller Wolny Legal Group, serves as the Debtor's bankruptcy
counsel.  According to its scheduled, the Debtor disclosed
$19,440,960 in total assets and $21,052,736 in total debts as of
the Petition Date.


THERMOENERGY CORP: Termination of Liberty Lease Moved to 2017
-------------------------------------------------------------
ThermoEnergy Corporation, on Oct. 25, 2011, entered into a First
Amendment to Lease with Liberty MA Portfolio Fee LLC, amending the
Indenture of Lease, dated January 2008, pursuant to which the
Company lease premises located at 10 New Bond Street, Worcester,
Massachusetts.  The Amendment extends the termination date of the
Original Lease from Jan. 31, 2013, to Jan. 31, 2017, and expands
the rented space of the Premises from 19,200 square feet to 48,000
square feet.  The base rent for the Premises will be $14,000 per
month through Jan. 31, 2013, and will increase annually
thereafter.

In addition, the Company will be obligated to pay 21.7% of the
Landlord's taxes and operating costs.  The Landlord has agreed to
make certain leasehold improvements and to reimburse the Company
up to $10,000 for its reasonable costs to upgrade the existing
emergency lighting/fire alarm system should such upgrade be
required under applicable laws regulating warehouse space.

The Company intends to use the additional space for manufacturing
and warehousing of its products and component parts.

In connection with the expansion of the Company's facilities, the
Company has relocated its principal executive offices from Little
Rock, Arkansas, to the Premises in Worcester, Massachusetts.

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company reported a net loss of $9.85 million on $2.87 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $12.98 million on $4.01 million of revenue during the
prior year.

The Company's balance sheet at June 30, 2011, showed $4.33 million
in total assets, $15.98 million in total liabilities and a $11.65
total stockholders' deficiency.

As reported by the TCR on April 7, 2011, Kemp & Company, a
Professional Association, in Little Rock, Arkansas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses since inception and will require
substantial capital to continue commercialization of the
Company's technologies and to fund the Companies liabilities.


UNIVERSAL MARKETING: Court Pares Avoidance Suit v. BRT
------------------------------------------------------
Charles R. Goldstein, the chapter 7 trustee in the bankruptcy case
of Universal Marketing, Inc., filed a Complaint against BRT Inc.,
seeking to avoid certain pre-petition transfers allegedly made by
the Debtors to BRT.  The Chapter 7 Trustee asserts that certain
transfers of property:

     -- made within 90 days prior to the date the Debtor filed the
        bankruptcy petition may be avoided as preferences under
        11 U.S.C. Sec. 547;

     -- made within two years of the Petition Date may be avoided
        as fraudulent transfers under 11 U.S.C. Sec. 548;

     -- made within four years of the Petition Date may be avoided
        as fraudulent transfers under 11 U.S.C. Sec. 544;

     -- made after the Petition Date were unauthorized and may be
        avoided under 11 U.S.C. Sec. 549.

The Chapter 7 Trustee filed 180 adversary complaints, including
the BRT complaint on July 21 and 22, 2011.

The BRT Complaint also includes counts under 11 U.S.C. Sec. 502(d)
and (j) for disallowance of BRT's proof of claim; and Sec. 550 for
recovery of the avoided transfers.  The Complaint also includes a
count requesting an award of attorney's fees and costs.

The amount of the transfers at issue in the BRT Complaint are:

          90 Day Transfers              $98,858.48
          2 Year Transfers           $1,418,341.97
          4 Year Transfers           $2,157,413.85

BRT seeks dismissal of the Complaint.

In an Oct. 27, 2011 Memorandum, Bankruptcy Judge Eric Frank
granted the Motion to Dismiss in part and denied in part.  The
fraudulent transfer claims are dismissed.  The Motion is denied in
all other respects, including the request that the dismissal of
the fraudulent transfer claims be with prejudice.  Judge Frank
gave the Chapter 7 Trustee 21 days to file an Amended Complaint.
Judge Frank defers his decision on the Chapter 7 Trustee's claim
for attorney's fees until the Chapter 7 Trustee has had an
opportunity to brief the issue.

The case is, CHARLES R. GOLDSTEIN, Chapter 7 Trustee for the
Estate of Universal Marketing, Inc., et al., v. BRT, INC., Adv.
Proc. No. 11-0569 (Bankr. E.D. Pa.).  A copy of the Court's
decision is available at http://is.gd/XlDhh6from Leagle.com.

                     About Universal Marketing

Universal Marketing, Inc., and certain affiliates operated 36 gas
stations and convenience stores in six states in the Northeast and
Mid-Atlantic region.  Universal Marketing purchased fuel products
from suppliers and sold the product to affiliated entities "within
the overall Universal 'network' as well as to certain other third
parties."

Based in Philadelphia, Pennsylvania, Universal Marketing filed for
Chapter 11 protection on July 23, 2009 (Bankr. E.D. Pa. Case No.
09-15404).  In its petition, the Debtor estimated $10 million to
$50 million in both assets and debts.

The case was converted to a case under chapter 7 by order dated
Aug. 18, 2009.  Charles R. Goldstein was appointed as chapter 7
trustee on Sept. 23, 2009.  The court entered an order on Aug. 4,
2010, substantively consolidating the Debtor's estate with the
estate of certain non-debtor entities.


VAN CHASE: Court Convert Chapter 11 Case to Chapter 7 Proceeding
----------------------------------------------------------------
The Hon. Sidney B. Brooks of the U.S. Bankruptcy Court for the
District of Colorado granted, in part, and denied, in part, the
motion to convert the Chapter 11 case of Van Chase LLC to Chapter
7 proceeding filed by Charles F. McVay, United States Trustee.

Richard A. Wieland, U.S. Trustee for Region 19, appointed Jared
Walters, Esq., as successor trustee for the Debtor's estate.
Mr. Wieland said all inquiries, correspondence, pleadings and
other communication to the trustee must be directed to P.O. Box
804 in Eagle, Colorado 81631.

According to the Sept. 6, 2011 edition of the Troubled Company
Reporter, the U.S. Trustee told the Court that Debtor's monthly
operating reports have not been provided or filed for February,
March, April and May of 2011.  Debtor is also delinquent in UST
quarterly fees for the first quarter of 2011.  Also, on May 16,
2011, the Court entered an order allowing Eastern Savings Bank
relief from stay against the Debtor's primary asset.

The Debtor said it has no objection to the dismissal of its
Chapter 11 case but objects to the conversion of its case to
Chapter 7.

The Debtor told the Court that since it already found that the
Debtor has few unsecured creditors, it would appear that
converting the case to Chapter 7 and administering the assets for
the creditors would be an undue burden on the Debtor and the
Bankruptcy Court.

Dismissing the case, the Debtor relates, will permit the remaining
creditors including Eastern Savings Bank, to seek redress against
the Debtor in other forums such as the District Court in and for
the County of Pitkin and State of Colorado where a case is already
pending between Debtor and Eastern's subsidiary to whom title to
Debtor's real property was transferred at the foreclosure sale
(Case No. 11 CV 179).  According to the Debtor, there is no reason
to waste any more of the Bankruptcy Court's time and resources
when the creditors have other recourse against the Debtor in the
State or Federal District Courts.

                          About Van Chase

Aspen, Colorado-based Van Chase, LLC, is engaged in the business
of developing and selling luxury residences.  The Debtor filed for
Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 10-
31555) on Aug. 24, 2010.  John D. LaSalle, Esq., at Wright &
LaSalle, in Aspen, Colorado, assists the Debtor in its
restructuring effort.  According to its schedules, the Debtor
disclosed $26,528,200 in total assets and $15,150,964 in total
liabilities as of the Petition Date.

The United States Trustee has not appointed a trustee, an examiner
or an unsecured creditors committee in Debtor's case.


VITRO SAB: Bondholders Allowed to Continue New York Suit
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the Vitro SAB was defeated in its effort to persuade the
U.S. Bankruptcy Court in Dallas to stop the bondholders' indenture
trustee from proceeding with a lawsuit pending in New York state
court against non-bankrupt Vitro subsidiaries.

Mr. Rochelle relates that the bondholders' suit, which was
commenced in August, seeks a declaration from the state court that
the Vitro parent's reorganization in a Mexican court can't affect
non-bankrupt subsidiaries' guarantees of $1.2 billion in defaulted
bonds.

The report recounts that after first answering the New York
complaint, the Vitro Mexican parent filed papers in Dallas early
this month hoping the bankruptcy judge would stop the suit.  Last
week, U.S. Bankruptcy Judge Harlin Hale allowed the suit to go
forward.  Judge Hale said that the suit wasn't against a company
in bankruptcy in the U.S. and didn't threaten the property of a
bankrupt company.

Judge Hale, Mr. Rochelle notes, declined to reach the questions of
whether the New York court should defer to the Mexican court or
whether rulings by the Mexican court would be enforced in the U.S.
with regard to subsidiaries' liabilities.

According to Mr. Rochelle, in opposing imposition of a stay on the
New York suit, the bondholders' indenture trustee pointed out how
the Texas judge previously refused to use the Vitro parent's
Chapter 15 case as grounds for halting actions by creditors in the
U.S. against non-bankrupt Vitro subsidiaries.

                         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.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
$55 million.


WAVERLY GARDENS: Cash Collateral Until Sale of Facilities
---------------------------------------------------------
Judge Paulette J. Delk of the U.S. Bankruptcy Court for the
Western District of Tennessee, Western Division, approved the
agreement between Debtors Waverly Gardens of Memphis, LLC, and
Kirby Oaks Integra, LLC, d/b/a Waverly Green, and First Tennessee
Bank National Association, extending the terms of the cash
collateral orders until the sale of the Debtors' assets is
completed.

Certain professional and administrative expenses exist, which
include fees and expenses due and owing to counsel for the
Debtors, Evans and Petree, the United States Trustee for quarterly
fees due, Frazee, Ivy, and Davis, PLC, and Contractors, Inc.  The
Tier I Administrative Expenses for each claimant total as follows:

   -- Butler Snow: $47,735 as of January 31, 2011
   -- Evans and Petree: $46,902
   -- U.S. Trustee: $88,462
   -- Frazee, Ivy, and Davis, PLC: $60,000
   -- Contractors, Inc.: $21,500

Butler, Snow, O'Mara, Stevens & Cannada, PLLC, counsel for the
Debtors is provided a carve out for payment of allowed
administrative fees and expenses incurred after January 31, 2011,
and prior to closing of the sale of the Facilities in the amount
of $20,000 to be paid at closing from the sale proceeds after the
Facilities are sold plus any allowed administrative fees and
expenses incurred in connection with the closing which may exceed
the $20,000 carve out.

The Debtors will file an application to employ Senior Living
Investment Brokerage, Inc., who will be responsible for marketing
and selling the Facilities, and a motion to approve a sale
procedure for selling the Facilities.

Upon closing and sale of the Facilities and conditioned upon the
aggregate gross sale price for the Facilities being no less than
$3,000,000, Tier I Administrative Expenses will be paid 50% of
their existing allowed administrative claims.  For every dollar
that the aggregate gross sale price exceeds $3,000,000, then 10%
of the excess amount above the $3,000,000 gross sale price will be
earmarked for payment of Administrative Expenses with priority
treatment for Tier I Administrative Expenses.

Once Tier I Administrative Claimants are satisfied, the remaining,
allowed administrative claims will be paid on a pro rata basis out
of any balance remaining in the aforementioned 10% excess carve
out.

First Tennessee will not be deemed to be in control of the
operations of the Debtors or be acting as a "responsible person"
or "owner" or "operator" with respect to operations or management
of the Debtors.

                 About Waverly Gardens of Memphis

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby
Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two
senior living facilities consisting of a total of 248 units.
Waverly Gardens consists of 196 rental units and is located at
6539 Knight Arnold Road, Memphis, Tennessee 38115.  Kirby Oaks
consists of 52 rental units and is located at 6551 Knight Arnold
Road, Memphis, Tennessee 38115.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D.
Tenn. Lead Case No. 08-30218).  Michael P. Coury, Esq., and Robert
Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens &
Cannada, represent the Debtors as counsel.

Waverly Gardens estimated assets at $10 million to $50 million,
and debts at $1 million to $10 million.  Kirby Oaks estimated
assets and debts at $1 million and $10 million.


ZAGS 1: Case Summary & Largest Unsecured Creditor
-------------------------------------------------
Debtor: Zags 1, LLC
        10120 W. Flamingo # 4-261
        Las Vegas, NV 89147

Bankruptcy Case No.: 11-26679

Chapter 11 Petition Date: October 24, 2011

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

Judge: Bruce A. Markell

Debtor's Counsel: Matthew L. Johnson, Esq.
                  MATTHEW L. JOHNSON & ASSOCIATES, P.C.
                  8831 W. Sahara Avenue
                  Las Vegas, NV 89117
                  Tel: (702) 471-0065
                  Fax: (702) 471-0075
                  E-mail: shari@mjohnsonlaw.com

Scheduled Assets: $10,425,550

Scheduled Debts: $2,256,000

The petition was signed by Larry Koentopp, managing member.

Debtor's List of Its Largest Unsecured Creditors contains only one
entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wesley R. Thompson, Esq.           Legal Fees              $18,500
138 Escondido Avenue, Suite 205
Vista, CA 92084


ZURVITA HOLDINGS: Reports $1.6 Million Net Income in Fiscal 2011
----------------------------------------------------------------
Zurvita Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K reporting net
income of $1.61 million on $4.62 million of total revenues for the
year ended July 31, 2011, compared with a net loss of $11.51
million on $6.30 million of total revenues during the prior year.

The Company's balance sheet at July 31, 2011, showed $404,336 in
total assets, $3.97 million in total liabilities, $6.02 million in
redeemable preferred stock, and a $9.59 million total
stockholders' deficit.

Meeks International, LLC, expressed substantial doubt substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses from operations and has not generated sufficient
cash flows from operations to meet its needs.

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

                        http://is.gd/5TMzZ2

                      About Zurvita Holdings

Based in Houston, Tex., Zurvita Holdings, Inc., is a direct sales
marketing company offering high-quality products and services
targeting individuals, families and small businesses.


* Illinois Bank Shuttered; Nation's Total This Year Now 85
----------------------------------------------------------
All American Bank, Des Plaines, Illinois, was closed Friday by the
Illinois Department of Financial and Professional Regulation -?
Division of Banking, which appointed the Federal Deposit Insurance
Corporation (FDIC) as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with
International Bank of Chicago, Chicago, Illinois, to assume all of
the deposits of All American Bank.

As of June 30, 2011, All American Bank had approximately $37.8
million in total assets and $33.4 million in total deposits. In
addition to assuming all of the deposits, International Bank of
Chicago agreed to purchase essentially all of the failed bank's
assets.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $6.5 million. Compared to other alternatives,
International Bank of Chicago's acquisition was the least costly
resolution for the FDIC's DIF.  All American Bank is the 85th
FDIC-insured institution to fail in the nation this year, and the
ninth in Illinois.  The last FDIC-insured institution closed in
the state was Country Bank, Aledo, on October 14, 2011.

                      2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
All American Bank         $37.8  Int'l Bank of Chicago       $6.5

Community Banks        $1,380.0  Bank Midwest, N.A.        $224.9
Community Capital        $181.2  State Bank and Trust       $62.0
Old Harbor Bank          $215.9  1st United Bank            $39.3
Decatur First Bank       $191.5  Fidelity Bank              $32.6
Country Bank             $190.6  Blackhawk Bank & Trust     $66.3
First State Bank         $204.4  Northfield Bank            $45.8
Piedmont Community       $201.7  State Bank and Trust       $71.6
Blue Ridge Savings       $161.0  Bank of North Carolina     $38.0
Sun Security Bank        $355.9  Great Southern Bank       $118.3
The RiverBank            $417.4  Central Bank               $71.4
First International Bank $239.9  American First Nat'l       $53.8
Citizens Bank of N. Ca.  $288.8  Tri Counties Bank          $37.2
Bank of the Commonwealth $985.1  Southern Bank and Trust   $268.3
First Nat'l Bank, Fla.   $296.8  CharterBank                $46.9
CreekSide Bank           $102.3  Georgia Commerce Bank      $27.3
Patriot Bank of Georgia  $150.8  Georgia Commerce Bank      $44.4
First Choice Bank Geneva $141.0  Inland Bank & Trust        $31.0
First Southern Nat'l     $164.6  Heritage Bank of the South $39.6
Lydian Private Bank    $1,700.0  Sabadell United Bank      $293.2
Public Savings Bank       $46.8  Capital Bank, N.A.         $11.0
1st Nat'l Bank of Olathe $538.1  Enterprise Bank & Trust   $116.6
Bank of Whitman          $548.6  Columbia State Bank       $134.8
Bank of Shorewood        $110.7  Heartland Bank and Trust   $25.6
Integra Bank           $2,200.0  Old National Bank         $170.7
BankMeridian, N.A.       $239.8  SCBT N.A.                  $65.4
Virginia Business         $95.8  Xenith Bank                $17.3
Bank of Choice         $1,070.0  Bank Midwest, N.A.        $213.6
LandMark Bank of Fla.    $275.0  American Momentum          $34.4
Southshore Community      $46.3  American Momentum           $8.3
Summit Bank               $72.0  The Foothills Bank         $11.3
First Peoples Bank       $228.3  Premier American Bank       $7.4
One Georgia Bank         $186.3  Ameris Bank                $44.4
High Trust Bank          $192.5  Ameris Bank                $66.0
Colorado Capital         $717.5  First-Citizens Bank       $283.8
First Chicago Bank       $959.3  Northbrook Bank           $284.3
Signature Bank            $66.7  Points West Community      $22.3
Mountain Heritage        $103.7  First American Bank        $41.1
First Commercial Bank     $98.6  Stonegate Bank             $28.5
McIntosh State Bank      $339.9  Hamilton State Bank        $80.0
Atlantic Bank and Trust  $208.2  First Citizens Bank        $36.4
First Heritage Bank      $173.5  Columbia State             $34.9
First Georgia Banking    $731.0  CertusBank                $156.5
Atlantic Southern        $741.9  CertusBank                $273.5
Summit Bank              $142.7  Columbia State             $15.7
Coastal Bank             $129.4  Premier American Bank      $13.4
Community Central        $476.3  Talmer Bank & Trust       $183.2
The Park Avenue Bank     $953.3  Bank of the Ozarks        $306.1
Cortez Community Bank     $70.9  Florida Community Bank     $18.6
First National Bank      $352.0  Florida Community Bank     $42.9
First Choice Community   $308.5  Bank of the Ozarks         $92.4
Heritage Banking         $224.0  Trustmark National         $49.1
Rosemount National        $37.6  Central Bank                $3.6
Nexity Bank              $793.7  AloStar Bank of Commerce  $175.4
New Horizons Bank        $110.7  Citizens South Bank        $30.9
Bartow County Bank       $330.2  Hamilton State Bank        $69.5
Superior Bank          $3,000.0  Superior Bank, N.A.       $259.6
Nevada Commerce Bank     $144.9  City National Bank         $31.9
Western Springs          $186.8  Heartland Bank             $31.0
Bank of Commerce         $163.1  Advantage National         $41.9
Legacy Bank              $190.4  Seaway Bank and Trust      $43.5
First Nat'l Bank of Davis $90.2  The Pauls Valley National  $26.5
Valley Community Bank    $123.8  First State Bank           $22.8
Citizens Bank            $214.3  Heritage Bank              $59.4
San Luis Trust           $332.6  First California           $96.1
Habersham Bank           $387.6  SCBT National              $90.3
Charter Oak Bank         $120.8  Bank of Marin              $21.8
Sunshine State           $125.5  Premier American           $30.0
Badger State Bank         $83.8  Royal Bank                 $17.5
Canyon National          $210.9  Pacific Premier Bank       $10.0
Peoples State Bank       $390.5  First Michigan Bank        $87.4
American Trust Bank      $238.2  Renasant Bank              $71.5
Community First           $51.1  Northbrook Bank            $11.7
North Georgia Bank       $153.2  BankSouth                  $35.2
First Community Bank   $2,310.0  U.S. Bank, N.A.           $260.0
FirsTier Bank            $781.5  No Acquirer               $242.6
Evergreen State          $246.5  McFarland State            $22.8
The First State Bank      $43.5  Bank 7                    $20.1
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8
Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

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

                    865 Banks in Problem List

The Federal Deposit Insurance Corp.'s list of "problem" banks fell
in the second quarter 2011 for the first time since 2006 as the
industry's income improved and costs tied to bad loans eased.  The
confidential list of banks deemed at greater risk of collapse
shrank by 23 firms to 865, the FDIC said Aug. 23 in its Quarterly
Banking Profile.  The last time that happened was the third
quarter of 2006 before the credit crisis began, the agency said.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, was positive for
the first time in two years, the agency said.  The fund rose to
$3.9 billion, because of fewer expected bank failures and
assessment revenue, the agency said.  The FDIC insures deposits at
more than 7,500 banks and thrifts.

               Problem Institutions        Failed Institutions
               --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* S&P: One U.S.-Based Default Last Week; 2011 Total at 36
---------------------------------------------------------
One corporate issuer defaulted last week, raising the 2011 global
corporate default tally to 36, said an article published Friday by
Standard & Poor's Global Fixed Income Research, titled "Global
Corporate Default Update (Oct. 20 - 27, 2011)."  The rating on
U.S.-based Trailer Bridge Inc. was revised to 'SD' from 'CCC'
after the company provided confidential information regarding its
debt obligations.

Of the total defaulters this year, 26 are based in the U.S., three
are based in New Zealand, two are in Canada, and one each is in
the Czech Republic, Greece, France, Israel, and Russia.

Of the defaulters by this time in 2010, 49 were U.S.-based
issuers, nine were from the other developed region (Australia,
Canada, Japan, and New Zealand), eight were from the emerging
markets, and two were European issuers.

Fourteen of this year's defaults were due to missed interest or
principal payments and seven were due to distressed exchanges--
both of which were among the top reasons for defaults in 2010.
Bankruptcy filings followed with six defaults, and regulatory
actions accounted for three. Of the remaining defaults, one issuer
failed to finalize refinancing on its bank loan, one issuer had
its banking license revoked by its country's central bank, another
was appointed a receiver, and three were confidential.

By comparison, in 2010, 28 defaults resulted from missed interest
or principal payments, 25 from Chapter 11 and foreign bankruptcy
filings, 23 from distressed exchanges, three from receiverships,
one from a regulatory directive, and one from administration.


* Oak Hill Advisors' Debt Fund Nears Halfway Mark
-------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Oak Hill Advisors
LP has held a first closing on its European distressed-debt fund
at around $360 million, nearly halfway to a $750 million target
for the offering, said people familiar with the matter.


* Bondholders of Italy's Seat PG Offer to Swap Debt for Equity
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Italian
directories publisher Seat Pagine Gialle SpA said that bondholders
have agreed to convert EUR1.2 billion ($1.7 billion) in debt to
equity, in exchange for 90% of Seat's voting share capital,
pending approval by other shareholders.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                          Share-      Total
                                Total   Holders'    Working
                               Assets     Equity    Capital
  Company         Ticker        ($MM)      ($MM)      ($MM)
  -------         ------       ------   --------    -------
ABSOLUTE SOFTWRE  ABT CN        116.7      (13.2)      (2.9)
ACCO BRANDS CORP  ABD US      1,050.3      (32.6)     298.7
ALASKA COMM SYS   ALSK US       615.6      (37.7)      20.4
AMC NETWORKS-A    AMCX US     2,110.5   (1,099.4)     514.7
AMER AXLE & MFG   AXL US      2,232.8     (373.3)     125.6
AMERISTAR CASINO  ASCA US     2,067.1     (121.9)     (40.8)
ANOORAQ RESOURCE  ARQ SJ      1,016.8     (119.1)      20.8
AUTOZONE INC      AZO US      5,869.6   (1,254.2)    (638.5)
BLUEKNIGHT ENERG  BKEP US       327.4      (45.5)     (90.0)
BOSTON PIZZA R-U  BPF-U CN      146.1     (101.0)       1.3
CABLEVISION SY-A  CVC US      6,740.1   (5,525.9)    (886.1)
CAPMARK FINANCIA  CPMK US    20,085.1     (933.1)       -
CARBONITE INC     CARB US        42.4      (15.7)     (25.4)
CC MEDIA-A        CCMO US    16,882.1   (7,270.0)   1,501.0
CENTENNIAL COMM   CYCL US     1,480.9     (925.9)     (52.1)
CENVEO INC        CVO US      1,410.8     (330.1)     223.4
CHEFS WAREHOUSE   CHEF US        95.8      (45.1)       6.9
CHENIERE ENERGY   CQP US      1,726.6     (559.0)      22.7
CHENIERE ENERGY   LNG US      2,619.8     (430.3)    (103.2)
CHOICE HOTELS     CHH US        467.9      (14.4)      28.0
CINCINNATI BELL   CBB US      2,658.5     (633.6)      30.5
CLOROX CO         CLX US      4,163.0      (86.0)     (86.0)
CUMULUS MEDIA-A   CMLS US       367.2     (322.5)      46.4
DENNY'S CORP      DENN US       286.7      (99.5)     (39.9)
DIRECTV-A         DTV US     19,177.0   (1,399.0)   1,270.0
DISH NETWORK-A    DISH US    12,827.7      (92.6)   2,164.2
DISH NETWORK-A    EOT GR     12,827.7      (92.6)   2,164.2
DOMINO'S PIZZA    DPZ US        438.2   (1,221.0)     118.2
DUN & BRADSTREET  DNB US      1,767.1     (567.8)    (483.7)
ECOSYNTHETIX INC  ECO CN         45.2     (346.7)      32.2
FRANCESCAS HOLDI  FRAN US        69.7       (0.1)      22.8
FREESCALE SEMICO  FSL US      3,596.0   (4,488.0)   1,386.0
GENCORP INC       GY US         994.2     (143.4)     102.2
GLG PARTNERS INC  GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0     (285.6)     156.9
GOLDEN QUEEN MNG  GQMNF US        6.9       (2.0)       5.3
GOLDEN QUEEN MNG  GQM CN          6.9       (2.0)       5.3
GRAHAM PACKAGING  GRM US      2,947.5     (520.8)     298.5
GRAMERCY CAPITAL  GKK US      5,278.7     (548.4)       -
HANDY & HARMAN L  HNH US        391.4       (6.5)      18.5
HCA HOLDINGS INC  HCA US     23,877.0   (7,534.0)   2,613.0
HUGHES TELEMATIC  HUTC US       100.6      (94.9)     (28.3)
HUGHES TELEMATIC  HUTCU US      100.6      (94.9)     (28.3)
INCYTE CORP       INCY US       371.2     (181.0)     225.5
IPCS INC          IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US       135.7      (66.5)      10.4
JUST ENERGY GROU  JSTEF US    1,471.5     (208.2)    (299.7)
JUST ENERGY GROU  JE CN       1,471.5     (208.2)    (299.7)
LEVEL 3 COMM INC  LVLT US     8,862.0     (432.0)     (50.0)
LIN TV CORP-CL A  TVL US        797.5     (119.9)      47.4
LIZ CLAIBORNE     LIZ US      1,247.3     (211.1)     (52.7)
LORILLARD INC     LO US       3,152.0   (1,174.0)   1,299.0
MAINSTREET EQUIT  MEQ CN        475.2      (10.5)       -
MANNKIND CORP     MNKD US       228.4     (245.4)       5.3
MEAD JOHNSON      MJN US      2,580.0     (144.8)     678.3
MERITOR INC       MTOR US     2,838.0     (963.0)     226.0
MOODY'S CORP      MCO US      2,521.3     (217.3)     525.1
MORGANS HOTEL GR  MHGC US       604.4      (51.3)     112.0
NATIONAL CINEMED  NCMI US       817.6     (329.8)    (110.0)
NEXSTAR BROADC-A  NXST US       558.0     (183.4)      35.4
NPS PHARM INC     NPSP US       253.3      (27.3)     201.5
NYMOX PHARMACEUT  NYMX US         7.6       (5.1)       4.3
OILTANKING PARTN  OILT US         0.2       (0.1)       -
OTELCO INC-IDS    OTT US        317.0       (8.6)      21.8
OTELCO INC-IDS    OTT-U CN      317.0       (8.6)      21.8
PALM INC          PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US       284.3     (293.5)      (4.6)
PETROALGAE INC    PALG US         5.8      (70.4)     (72.0)
PLAYBOY ENTERP-A  PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US        208.0      (91.7)       3.6
PROTECTION ONE    PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US       279.4     (113.4)      47.2
QWEST COMMUNICAT  Q US       16,849.0   (1,560.0)  (2,828.0)
RAPTOR PHARMACEU  RPTP US        20.5      (14.6)     (21.4)
REGAL ENTERTAI-A  RGC US      2,367.9     (538.3)     (72.9)
RENAISSANCE LEA   RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A      REV US      1,081.7     (685.1)     148.6
RSC HOLDINGS INC  RRR US      3,075.9      (50.7)    (199.1)
RURAL/METRO CORP  RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US      1,725.5     (260.7)     429.3
SINCLAIR BROAD-A  SBGI US     1,497.3     (135.3)      69.0
SINCLAIR BROAD-A  SBTA GR     1,497.3     (135.3)      69.0
SKULLCANDY INC    SKUL US       108.5      (12.5)      33.2
SMART TECHNOL-A   SMT US        574.8      (17.3)     194.3
SMART TECHNOL-A   SMA CN        574.8      (17.3)     194.3
SUN COMMUNITIES   SUI US      1,328.6      (72.4)       -
TAUBMAN CENTERS   TCO US      2,518.2     (467.9)       -
THERAVANCE        THRX US       283.3      (59.2)     229.4
TOWN SPORTS INTE  CLUB US       445.1       (3.2)     (30.8)
UNISYS CORP       UIS US      2,566.9     (594.5)     464.7
VECTOR GROUP LTD  VGR US        941.2      (50.1)     257.6
VERISIGN INC      VRSN US     1,657.7     (166.7)     724.5
VERISK ANALYTI-A  VRSK US     1,408.1     (144.4)    (216.1)
VIRGIN MOBILE-A   VM US         307.4     (244.2)    (138.3)
VONAGE HOLDINGS   VG US         235.9      (75.0)     (65.6)
WARNER MUSIC GRO  WMG US      3,583.0     (289.0)    (630.0)
WEIGHT WATCHERS   WTW US      1,104.5     (542.4)    (274.4)
WESTMORELAND COA  WLB US        772.4     (180.2)      (8.6)




                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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