TCR_Public/111104.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 4, 2011, Vol. 15, No. 306

                            Headlines

155 EAST: Asks Court to Extend Plan Filing Deadline to Jan. 28
ALABAMA AIRCRAFT: Boeing Seeks Dismissal of $1BB Contract Suit
ALEXANDER GALLO: Gets Final OK for Bayside Gallo $20MM DIP Loan
ALEXANDER GALLO: Has Bayside-Led Auction for All Assets on Monday
ALLEN FAMILY: Removes Amick Farms as Member of Creditors' Panel

AMERIGROUP CORP: Moody's Assigns 'Ba3' Senior Debt Rating
AMERIGROUP CORP: S&P Assigns 'BB+' Senior Unsecured Debt Rating
AMT LLC: U.S. Trustee Objects to Plan Confirmation
B&G FOODS: Moody's Says 'B1' Corporate Unaffected by Culver Deal
BEACON POWER: Wins Interim Use of Cash Collateral

BEACON POWER: Case Summary & 21 Largest Unsecured Creditors
BELTWAY 8: Has Access to FST Watermarke Cash Collateral
BELTWAY 8: Asks Court to Approve Immaterial Plan Modifications
BELTWAY ONE: Unsecured Creditors to be Paid in Full Under Plan
BERNARD L. MADOFF: JPMorgan, USB Suits Dismissed Like HSBC's

BERNARD L. MADOFF: Customer Espouses Theory for Dismissing Suits
BERNARD L. MADOFF: Bid to Consolidate Two Adversary Suits Tossed
BLOCKBUSTER CANADA: Liquidation Leaves Unsecured Creditors Unpaid
BORDERS GROUP: Sees 4% to 10% Unsecured Creditors' Recovery
CAMTECH PRECISION: R&J; Avstar Seek Extension of Exclusive Periods

CHEF SOLUTIONS: Court OKs Richards, Layton & Finger as Counsel
CIT GROUP: Unveils Commercial Real Estate Lending Group
COMPOSITE TECHNOLOGY: Court OKs Brian Weiss as CRO
CONTECH CONSTRUCTION: Moody's Withdraws 'Caa2' CFR
CONTINENTAL AIRLINES: S&P Assigns 'B-' Issue Rating to Bonds

CRYSTAL CATHEDRAL: Calif. Diocese Says Chapman Deal Sure to Fail
DBSI INC: Foley & Lardner Sued for Allegedly Aiding Ponzi Scheme
DIABETES AMERICA: Files Updated Cash Collateral Budget
DYGNEGY INC: Misses $43.8MM Interest Payment on 8.375% Sr. Notes
EASTMAN KODAK: Incurs $222 Million Net Loss in Third Quarter

EMPIRE TOWERS: Building Sold for $7.5MM at Foreclosure Auction
EVERGREEN SOLAR: Government Deal Limits Sale Terms
FAIRPOINT COMMS: Trust Sues Verizon Over $2BB Fraudulent Transfer
FAIRPOINT COMMUNICATIONS: Former Creditors Sue Verizon for $2BB
FENTON SUB: Wants Plan Filing Period Extended Until Feb. 6

FILENE'S BASEMENT: Proposes Hilco, Gordon Bros. to Run GOB Sales
FILENE'S BASEMENT: Case Summary & 20 Largest Unsecured Creditors
FIRSTLIGHT POWER: Moody's Junks Rating on 2nd Lien Facilities
FIRSTPLUS FINANCIAL: NJ Prosecutors Charge Mob of Looting $12MM
FREDDIE MAC: To Draw $6-Bil. from Treasury to Eliminate Deficit

FRIENDLY ICE CREAM: Gains Final Approval for $71.3 Million Loan
FRIENDLY ICE CREAM: Wins Court OK to Kick Off Asset Auction
GREAT ATLANTIC: Gets $490MM Commitment for Reorganization Plan
GSC GROUP: Black Diamond Entities Lose Bid to Lodge Late Claims
H&S JOURNAL: Hearing on Plan Outline Continued Until Nov. 15

HARRISBURG, PA: Can Pay Ordinary Course Bills, Judge Says
HARRISBURG, PA: Mayor Optimistic City Can Avoid State Takeover
HAZLETON GENERAL HOSPITAL: Moody's Raises Bond Rating From 'Ba1'
HEALTH MANAGEMENT: Moody's Rates Credit Facilities at 'Ba3'
HEALTH MANAGEMENT: Fitch Rates $2.7-Bil. Bank Facility at 'BB-'

HELLER EHRMAN: Files Malpractice Suit Against Greenberg
HILL TOP: Court Approves Motion for Valuation of Real Property
HILL TOP: Court Sets Nov. 30 Plan Confirmation Hearing
HOSPITAL DAMAS: Can Use Cash Collateral Until Nov. 30
HOVNANIAN ENTERPRISES: Cut by Fitch to 'Restrictive Default'

HUBBARD PROPERTIES: Files Schedules of Assets and Liabilities
IDEARC INC: 5th Cir. Affirms Dismissal of Spencer Committee Appeal
JAMESON INNS: Unit Wins Access to Lender's Cash Collateral
JER/JAMESON GP: Voluntary Chapter 11 Case Summary
KEELEY AND GRABANSKI: Reorganization Case Converted to Liquidation

KILEY RANCH: Judge Zive Dismisses Reorganization Case
KOREA TECHNOLOGY: U.S. Trustee Appoints Mark Hashimoto as Examiner
KOREA TECHNOLOGY: Stipulates Limited Use of Cash Collateral
KOREA TECHNOLOGY: Obtains Authority to Borrow $300,000 From R&W
KTLA LLC: Court OKs Keller Williams Commercial as Broker

LANCASTER CAUSEWAY: Files for Chapter 11 Bankruptcy Protection
LAS VEGAS HOTEL: Judge Gives Hotel Time to Fight Receivership
LEHMAN BROTHERS: Brokerage Fight Could Presage Like MF Global
LIONCREST TOWERS: Withdraws Motion to Use Cash Collateral
LOS ANGELES DODGERS: Owner McCourt Agrees to Sell Team

LYMAN LUMBER: Blackeagle Buys Midwest Operations for $23-Mil.
M WAIKIKI: Marriott Hotel to Turnover $1.066MM of Hotel Funds
M WAIKIKI: Seeks to Hire Hallstrom Group as Appraiser
MAJESTIC CAPITAL: Hires Epiq Bankruptcy as Claims & Noticing Agent
MARONDA HOMES: Two Banks Object Plan of Reorganization
MCDONALD BROTHERS: Hires Northen Blue as Bankruptcy Counsel

MF GLOBAL: Trustee Says Some Accounts May Be Liquidated
MF GLOBAL: Collapse Into Bankruptcy Draws Interest From FBI
MF GLOBAL: Denies Account Shortfalls at Debut Court Hearing
MF GLOBAL: Court OKs SIPA Trustee Motion to Transfer Accounts
MF GLOBAL: PFGBEST(R) Seeks Court Intervention to Release Funds

MF GLOBAL: Glancy Binkow Probes Securities Law Claims
MF GLOBAL: Brodsky & Smith Probes Investors' Claims
MILK HOLDING: S&P Assigns Preliminary 'B' Corp. Credit Rating
MINE RECLAMATION: Files for Bankruptcy Protection
MONACO COACH: Insurer Loses Bid for Rehearing of Faulty RV Suit

MINE RECLAMATION: Case Summary & 20 Largest Unsecured Creditors
MORTGAGE GUARANTY: Moody's Downgrades IFSR to 'B1'
MOUNTAIN CITY: Can Use Fifth Third Cash Collateral Until Jan. 31
NEBRASKA BOOK: Court OKs Deloitte Tax as Tax Services Providers
NEUSTAR INC: Moody's Assigns First-time B2 Corp. Family Rating

NEWPAGE CORP: Unsec. Creditors "Hopelessly Out of the Money"
NEWPAGE CORP: Asks Court to Rein in Creditors' Professional Fees
NORTHWESTERN STONE: Time to File Plan Extended Until March 30
NUTRITION 21: Taps EisnerAmper LLP to Provide Accountant Services
O&G LEASING: Wants Deal with Washington State Bank Disapproved

OLD CORKSCREW: Can Pay Prepetition Claims of Critical Vendors
OPEN RANGE: Selects totheHome.com as Best Bidder for Assets
OPEN SOLUTION: Moody's Affirms 'B3' CFR; Outlook Negative
OPEN SOLUTIONS: S&P Affirms 'B' Corporate Credit Rating
PACIFIC AVENUE: Blue Air Accuses Founder of Diverting Ad Revenues

PARADISE HOSPITALITY: Case Summary & Creditors List
PEARLAND SUNRISE: Had Access to C-III Cash Collateral in October
PEGASUS RURAL: Exclusive Plan Filing Period Extended to Feb. 7
PERKINS & MARIE: Court Confirms Plan for Wayzata Takeover
PHILLIPS RENTAL: Hires Bearfield & Associates as Special Counsel

PNM RESOURCES: Moody's Raises Unsecured Rating to 'Ba1'
PONTIAC SCHOOL: Moody's Lowers Tax Issuer Rating to 'Ba2'
PRECISION DRILLING: S&P Puts 'BB+' CCR on Watch Negative
RIVER ROCK: Casino Announces Offer for Defaulted Bonds
ROBINO-BAY COURT: Hearing on Case Dismissal Plea Set for Today

RUDEN MCCLOSKY: Files for Bankruptcy to Sell Assets
RW LOUISVILLE: Court Denies Confirmation of Chapter 11 Plan
SBARRO INC: Wins Judge Nod to Assume 400+ Unexpired Retail Leases
SHENANDOAH LIFE: SCC Approves Rehabilitation Plan
SOLYNDRA LLC: Holds Miscellaneous Asset Auction

SOLYNDRA LLC: Lists Assets of $854 Million, Debt of $867 Million
SOUTHERN MONTANA ELECTRIC: Clerk Tags Bankr. Filing Incomplete
SPECTRUM BRANDS: Fitch Assigns 'BB-' LT Issuer Default Rating
ST. JOSEPH'S: Moody's Affirms 'Ba1' Long-Term Bond Rating
SWENSON BROTHERS: Did Not Renew Warehouse License in June

TAKEFUJI CORP: Tokyo Court OKs Plan to Repay 20% of $20BB Debt
TANDUS FLOORING: S&P Keeps 'B' Rating on Sr. Secured Term Loan
TECHDYNE LLC: Plan Filing Period Extended Until Jan. 20
TRAILER BRIDGE: S&P Raises Long-Term Corp. Credit Rating to 'CC'
TRIBUNE CO: Commits to File Revised Plan Before Nov. 22 Hearing

UM FINANCIAL: In Receivership, 173+ Worried About Losing Homes
US CORRUGATED: S&P Raises Corporate Credit Rating to 'B+'
VICTOR VALLEY: SC Judge Rejects AG's Effort to Stop $6 Mil. Deal
VILLA NUEVA-2008: Atlanta Project Files for Ch. 11 With 288 Units
VITRO SAB: New Proposal Made for Bondholders

WAVERLY GARDENS: Judge Delk Dismisses Chapter 11 Cases
WINDRUSH SCHOOL: Inks Settlement Deal With Wells Fargo

* Liquidity-Stress Index Remains Flat in October at 4.1%
* Posner Finds Exception to Reading v. Brown Doctrine

* First American Must Back Lender Over Failed $100MM Project
* Four Million Borrowers Eligible for Foreclosure Review
* Distress Eases as Investor Buys Block of Vacant Miami Condos
* Buyers Resurrect 'Zombie' Properties as Lenders Seek to Exit
* Online Marketplace SecondMarket Nabs $15MM in Private Funding
* Fall River Mayor Puts Absentee Landlords on Notice

* David von Saucken Joins Kaye Scholer's European Practice

* BOOK REVIEW: John Hood's The Heroic Enterprise



                            *********



155 EAST: Asks Court to Extend Plan Filing Deadline to Jan. 28
--------------------------------------------------------------
Steve Green at Vegas Inc. reports that Hooters asked the U.S.
Bankruptcy Court for Nevada on Oct. 28, 2011, to extend its
exclusive plan filing deadline from Nov. 29, 2011, to Jan. 28,
2012.

According to the report, Hooters' key creditor, Canpartners Realty
Holding Company IV, has argued that the reorganization efforts are
a waste of time and money since Hooters is so far underwater on
its mortgage that it's inevitable Canpartners will succeed with
foreclosure efforts.

The report notes Bankruptcy Judge Bruce Markell on Oct. 5 approved
plans by Hooters to hire Innovation Capital LLC of El Segundo,
California, to market the property to debt and equity investors.

Mr. Green relates that Hooters said the plan is to either obtain
a significant capital investment for a major remodeling and
renovation of the hotel-casino or a smaller capital infusion to
finance a rebranding of the property along with a limited
remodeling.  Hooters' filing didn't say why it's considering a
rebranding initiative, but Canpartners has charged that the
Hooters casino brand has failed in Las Vegas.

According to Mr. Green, Hooters attorneys said in their filing
that because of legal skirmishes with Canpartners early in its
bankruptcy case, its efforts to attract capital were delayed, but
that they're now proceeding as planned.

The report notes Innovation has sent teasers and confidentiality
agreements to more than 200 potential investors.  These include
financial investors, such as hedge funds and private equity
investors, as well as strategic investors, such as gaming
operators and hospitality companies interested in gaming or the
Las Vegas market.  As of Nov. 2, 2011, 22 potential investors had
signed the confidentiality agreements and received the
confidential investor presentation, Hooters said.

Mr. Green reports Hooters said it is making progress in its
bankruptcy case despite "Canpartners' injurious efforts at
sabotaging these cases before they even gained momentum."

Objection to the extension request will be heard by Judge Markell
at a hearing set for Nov. 29, 2011.

                     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, with
US Bank NA as 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.


ALABAMA AIRCRAFT: Boeing Seeks Dismissal of $1BB Contract Suit
--------------------------------------------------------------
Dietrich Knauth at Bankruptcy Law360 reports that Boeing Co. on
Monday moved to dismiss a suit by Alabama Aircraft Industries
Inc., saying it was within its rights to cut the company out of a
planned joint bid for a $1.1 billion U.S. Air Force contract and
that it didn't abuse Alabama Aircraft's proprietary information.

Law360 relates that Boeing said the suit, filed by the company's
bankruptcy trustee, relied on reheated contract claims that had
already been dismissed by the U.S. Government Accountability
Office, the U.S. Court of Federal Claims and the Federal Circuit.

As reported in the Troubled Company Reporter on Sept. 16, 2011,
the Birmingham News said Alabama Aircraft sued former partner
Boeing Co., saying it won a $1.1 billion Air Force contract by
stealing proprietary information stemming from a joint venture
between the firms.  Alabama Aircraft made the allegations in a
suit filed in Jefferson County Circuit Court.

According to Birmingham News, Boeing spokesman Forrest Gossett
said, "Allegations raised by Alabama Aircraft Industries Inc. in a
state lawsuit filed on Friday against the Boeing Co. over the U.S.
Air Force KC-135 Programmed Depot Maintenance contract award are
baseless."

                       About Alabama Aircraft

Birmingham, Alabama-based Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provides aircraft maintenance
and modification services for the U.S. government and military
customers.  Its 190-acre facility, as well as its corporate
office, is located at the Birmingham International Airport.

Alabama Aircraft filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.  Two
subsidiaries also filed: Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).

The Company said the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations.  The Company owed $68.5 million the Pension
Benefit Guaranty Corp. prepetition.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to
the Debtors.  Alabama Aircraft estimated assets and debts of
$1 million to $10 million as of the Chapter 11 filing.

The Debtor won Court authority at the end of August 2011 to sell
its assets to a unit of Kaiser Group Holdings Inc. for $500,000
and up to $30 million in recoveries from potential litigation.

In October 2011, Alabama Aircraft filed a motion to convert the
case to a liquidation under Chapter 7.


ALEXANDER GALLO: Gets Final OK for Bayside Gallo $20MM DIP Loan
---------------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York authorized, in a final order,
Alexander Gallo Holdings, LLC, et al., to:

   -- obtain secured postpetition financing from Bayside Gallo
   Recovery, LLC or its affiliate, as administrative agent, and
   the lender parties thereto in the principal or face amount of
   up to $20,000,000 inclusive of interest, fees and other
   expenses provided for in the Bayside DIP Facility Documents;
   and

   -- use the cash collateral which the Second Lien Secured
   Parties have consented for the operation of their businesses.

The Debtors related that they have an immediate need to obtain
financing under the Bayside DIP Facility and the authorization to
use cash collateral to permit, among other things, the orderly
continuation of the operation of their businesses, to maintain
business relationships, to make payroll, to make capital
expenditures, to pay the costs of administration of their estates
and to satisfy other working capital and operational needs.

The Debtors were unable to obtain financing on more favorable
terms from sources other than the terms offered by the DIP Lenders
under the Bayside DIP Facility Documents and are unable to obtain
adequate unsecured credit allowable under Section 503(b)(1)
of the Bankruptcy Code as an administrative expense.

The loan will be on a super-priority basis, subject to the senior
liens of the First Lien Secured Parties and senior to the liens of
the Second Lien Secured Parties.  The Administrative Agent and the
DIP Lenders will also be granted a superpriority administrative
expense claims.

The Debtors are ordered to pay to the Administrative Agent a fee
of $500,000 upon the Termination Date as an administrative expense
of the Debtors under sections 503(b) and 507(a) of the Bankruptcy
Code without further order of the Court.

The rights of the Administrative Agent and the DIP Lenders to
credit bid the Bayside DIP Obligations, and the rights of the
Second Lien Agent and the Second Lien Secured Parties to credit
bid the obligations arising under the Second Lien Documents, in
whole or in part, in connection with any sale or disposition of
assets in the Chapter 11 Cases are reserved and preserved by the
Order.

A full-text copy of the DIP Financing Agreement is available for
free at http://bankrupt.com/misc/ALEXANDERGALLO_dipfinancing.pdf

                          Cash Collateral

On Sept. 27, the Court approved, on a final basis the stipulation
authorizing use of cash collateral of Wells Fargo Bank, National
Association, a national banking association, in its capacity as
Senior Administrative Agent for the Senior Lenders.

The Debtors are indebted to Wells Fargo, Brown Brothers Harriman &
Co., CIT Lending Services Corporation and CIT Middle Market
Funding Company, LLC.  As of Sept. 6, 2011, the Debtors were
indebted to the Senior Lenders under the Loan Documents in the
total principal amount of $46,817,308 (inclusive of payment-in-
kind interest outstanding pursuant to the Credit Agreement), plus
total accrued and unpaid interest payable in cash and fees in the
amount of $84,007, one letter of credit having an aggregate
undrawn face amount of $375,997, the mark to market value of the
Swaps of $60,862, all amounts owing under the P-Card Agreement,
late charges, and all other costs, fees and charges (including
costs, fees, financial advisor's fees and attorneys' fees).

As adequate protection of the Senior Administrative Agent's
interests in the collateral and the cash collateral, the Debtors
and the Senior Administrative Agent agree that the Debtors may use
a portion of the cash collateral in the ordinary course of
its business on an interim basis until a final hearing is held on
the Debtors' continued use of cash collateral, subject to the
rights of the Senior Administrative Agent.  All cash collateral
will be segregated, paid over and accounted for.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lenders replacement liens
on, and security interests in all assets of the Debtors wherever
located.  The Senior Administrative Agent will also have a
superpriority administrative expense claim status.

                        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.  As reported in the Troubled Company
Reporter on Nov. 1, 2011, the Alexander Gallo disclosed
$41,981,048 in assets and $259,153,046 in liabilities as of the
Chapter 11 filing.

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.


ALEXANDER GALLO: Has Bayside-Led Auction for All Assets on Monday
-----------------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York authorized Alexander Gallo Holdings,
LLC, et al., to sell substantially all of their assets in an
auction led by Bayside Gallo Recovery, LLC.

The auction is set for 9:30 a.m. (ET) on Nov. 7, 2011, at the
offices of DLA Piper LLP located at 1251 Avenue of the Americas,
New York City.

A hearing, at which the Debtors will seek approval of the
successful bid will be held on Nov. 8, at 2:30 p.m.

Bayside Gallo, the Debtor's DIP lender, agreed to purchase the
Debtor's assets in exchange for:

   i) the release of the Company and any guarantors (and their
   respective successors and assigns) of, among other things,
   obligations, claims, rights, actions, causes of action relating
   to, (x) the DIP Financing Agreement and (y) the Second Lien
   Note Purchase Agreement;

  ii) the assumption of the assumed liabilities which are
   estimated to be $11,102,000;

iii) the amounts payable under the existing first lien facilities
   as of the closing, which are estimated to be $48,000,000;

  iv) $1,230,000 which amount represents wind down costs;

   v) the professional fees for the professionals that are
   accrued and outstanding as of the closing.

The Agreement may be terminated at any time prior to the closing:

   a) by the mutual written consent of buyer and Gallo; or

   b) by either Gallo or buyer by written notice given to the
   other, if the closing has not occurred on or before Dec. 15,
   2011, in the case of buyer, or if the closing has not occurred
   on or before March 31, 2012 in the case of Gallo.

The Debtors relate that if the Debtors do not receive any
qualified bids other than the stalking horse agreement received
from stalking horse purchaser, the auction will be canceled and
the Debtors will report the same to the Bankruptcy Court, and the
Debtors will promptly proceed to complete the transactions
contemplated by the terms of the stalking horse agreement.

At the closing of the sale, all obligations owed by the Debtors to
the First Lien Secured Parties will be paid in full in cash to the
First Lien Secured Parties.

In the event of any competing bids for the assets, resulting in
Bayside Gallo not being the successful buyer, it will receive a
breakup fee of 3.75% of the aggregate purchase price to be paid at
the time of the closing of the sale with such third party buyer.

A full-text copy of the stalking horse agreement is available for
free at:

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

                        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.  As reported in the Troubled Company
Reporter on Nov. 1, 2011, the Alexander Gallo disclosed
$41,981,048 in assets and $259,153,046 in liabilities as of the
Chapter 11 filing.

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.


ALLEN FAMILY: Removes Amick Farms as Member of Creditors' Panel
---------------------------------------------------------------
Roberta DeAngelis, U.S. Trustee for Region 3, has removed Amick
Farms, LLC, as a member to serve on the Official Committee of
Unsecured Creditors in the bankruptcy cases of Allen Family Foods,
Inc. and its affiliated debtors.

The Creditors Committee now comprises:

     1. Interstate Corrpack LLC, dba Interstate Container
        Attn: Pete Bugas
        903 Woods Road
        Cambridge, MD 21613
        Tel: (410) 221-7777
        Fax: (410) 221-7766

     2. Novus International Inc.
        Attn: Gerald Sahd
        20 Research Park Drive
        St. Cloud, MO 63304
        Tel: (636) 926-7415
        Fax: (314) 576-6041

     3. Archer Daniel Midland Company
        Attn: Larry Bostick
        4666 Faries Parkway, PO Box 1470
        Decatur, IL 62526
        Tel: (217) 424-5200
        Fax: (217) 424-6187

     4. Wye Mills Grain
        Attn: Mike Mihavetz
        PO Box 340
        Preston, MO 21655
        Tel: (410) 673-7123
        Fax: (410) 673-2374

     5. Tri-Gas & Oil Co. Inc.
        Attn: Keith McMahan
        3941 Federalburg Highway, PO Box 465
        Federalsburg, MD 21632
        Tel: (410) 754-2000
        Fax: (410) 754-1015

     6. Enviro-Organic Technologies Inc.
        Attn: Phil Snader
        2323 Marston Road, PO Box 600
        New Windsor, MD 21776
        Tel: (410) 635-3170
        Fax: (410) 645-4150

                     About Allen Family Foods

Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry
company.  Allen Family Foods and two affiliates, Allen's Hatchery
Inc. and JCR Enterprises Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11764) on June 9, 2011.
Allen estimated assets and liabilities between $50 million and
$100 million in its petition.

Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young,
Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as
counsel to the Debtors.  FTI Consulting is the financial advisor.
BMO Capital Markets is the Debtors' investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtors' cases.  Lowenstein Sandler PC and Womble Carlyle
Sandridge & Rice, PLLC, serve as counsel for the committee.  J.H.
Cohn LLP serves as the Committee's financial advisor.


AMERIGROUP CORP: Moody's Assigns 'Ba3' Senior Debt Rating
---------------------------------------------------------
Moody's Investors Service has assigned a Ba3 senior debt rating to
AMERIGROUP Corporation's (AMERIGROUP, NYSE:AGP) $450 million
senior debt offering. The rating agency also assigned a (P)Ba3
provisional senior debt rating to AMERIGROUP's existing multiple
seniority shelf, and affirmed the Baa3 insurance financial
strength (IFS) ratings of its operating subsidiaries (see complete
list below). The outlook on all the ratings is stable.

RATINGS RATIONALE

Moody's said that the $450 million debt offering is a draw down on
AMERIGROUP's existing shelf filed in December 2008. AMERIGROUP
intends to use the proceeds from the notes to refinance the $260
million of outstanding convertible notes due 2012 and fund the
purchase of its recently announced acquisition of the operating
assets and contract rights of Health Plus (unrated) in New York.

The rating agency commented that with the increase in outstanding
debt to $450 million from $260 million, the company's financial
leverage (adjusted debt to capital, where adjusted debt includes
operating leases) will increase from approximately 22% to 31%,
which remains within Moody's rating expectations. However, the
rating agency stated that offsetting this credit negative are a
number of positive factors including, AMERIGROUP's consistent
strong earnings margins; good parent company cash position, which
excluding the proceeds from the debt offering, is estimated to be
$300 million at year end 2011; solid membership growth; and recent
Medicaid contract awards in Texas and Louisiana. Moody's Senior
Vice President, Steve Zaharuk also noted that, "The Medicaid
managed care business has significant growth potential under the
Affordable Care Act with the expansion of Medicaid eligibility
scheduled for 2014."

Moody's added that the approximate 320,000 members being acquired
from Health Plus do not appear to present an integration issue as
AMERIGROUP is already established in the New York Medicaid market
and the two companies operate on similar systems, facilitating the
transfer of membership. Also supporting AMERIGROUP's Baa3 IFS
rating is good capital adequacy with an NAIC risk-based capital
(RBC) ratio of approximately 200% of company action level (CAL),
which the company intends to maintain while it continues to expand
and grow membership.

The rating agency stated that AMERIGROUP's ratings could be
upgraded if NAIC RBC is maintained at a level of at least 200% of
CAL, adjusted financial leverage is reduced to 25%, EBITDA margins
are maintained in the 6% range, and if there is continued
diversification through expansion into new geographies or
introduction of new products in existing states. However, Moody's
said that if there is a loss or impairment of one or more of
AMERIGROUP's Medicaid contracts, if consolidated NAIC RBC ratio
falls below 150% CAL, or if EBITDA margins fall below 3%, then the
ratings may be downgraded.

The principal methodology used in rating AMERIGROUP was Moody's
Rating Methodology for U.S. Health Insurance Companies published
in May 2011.

These ratings were assigned with a stable outlook:

AMERIGROUP Corporation -- senior unsecured debt rating at Ba3;
corporate family rating at Ba3; senior unsecured debt shelf rating
at (P)Ba3; subordinated debt shelf rating at (P)B1; preferred
stock shelf rating at (P)B2.

These ratings were affirmed with a stable outlook:

AMERIGROUP Texas, Inc. -- insurance financial strength rating at
Baa3;

AMERIGROUP Maryland, Inc. -- insurance financial strength rating
at Baa3;

AMERIGROUP Florida, Inc. -- insurance financial strength rating at
Baa3;

AMERIGROUP New Jersey, Inc. -- insurance financial strength rating
at Baa3.

AMERIGROUP Corporation is headquartered in Virginia Beach,
Virginia. For the first nine months of 2011 total revenue was $4.7
billion, with medical membership as of September 30, 2011 of
approximately 2 million members. As of September 30, 2011 the
company reported shareholders' equity of $ 1.3 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


AMERIGROUP CORP: S&P Assigns 'BB+' Senior Unsecured Debt Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured debt rating to Amerigroup Corp.'s (NYSE:AGP) planned
issuance of approximately $450 million in senior unsecured debt,
consisting of eight-year notes due in 2019. "At the same time we
affirmed our 'BB+' long-term counterparty credit rating on AGP.
The outlook is stable," S&P said.

"We expect AGP to use the $450 million offering proceeds primarily
to prefund its $260 million existing convertible notes with May
2012 maturity dates, and for general corporate purposes. Although
the additional incremental debt issued will increase leverage, the
rating affirmation is based on our belief that this restructuring
of its balance-sheet obligations will enhance AGP's near-term
liquidity and that leverage will remain conservative for the
rating level," said Standard & Poor's credit analyst Hema Singh.
"AGP's pro-forma lease-adjusted debt leverage for year-end 2011
will likely be about 30% and its adjusted interest coverage should
remain strong for the rating at more than 10x and more than 8x for
2012. This pro-forma capital structure is consistent with our
intermediate expectation: lease-adjusted debt-to-capital
ratio in the range of 25%-35%."

Amerigroup is also acquiring substantially all of the operating
assets and contract rights of Health Plus, one of the largest
Medicaid managed-care companies in New York. The purchase price of
$85 million will be funded through available cash. "We believe
that the acquisition makes strategic sense for Amerigroup,
allowing the company to expand its New York presence meaningfully,
and consistent with its overall strategy of growing in markets
where it already has an established presence. Health Plus expects
to generate approximately $1 billion of revenue in 2011-serving
about 320,000 members. We expect minimal integration disruptions
surrounding the transfer of these members to AGP's systems. AGP
has the administrative capabilities and a strong track record of
adding significantly large new contracts to its member's
enrollment/claims systems," S&P related.

"The stable outlook indicates that we do not expect to change the
rating in the next 12 months. We expect AGP to sustain its
financial flexibility and competitive position and continue to
expand its operational scale. If operating EBITDA interest
coverage (including implied interest on operating leases) falls
below 3x, we could lower the ratings by one notch, although this
is unlikely if the company continues to produce ROR in the 3%-5%
range. We expect reimbursement increases to remain actuarially
sound, but likely at lower levels (low single digits). States
facing budget difficulties probably will not pare back
reimbursements significantly. A higher rating is unlikely
in the next 12 months given AGP's limited business profile in a
specialized market segment (government-sponsored health care) and
membership/revenue concentration in a few core markets," S&P said.


AMT LLC: U.S. Trustee Objects to Plan Confirmation
--------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, objects to
the approval of the disclosure statement and confirmation of the
Plan of Reorganization filed by AMT, LLC.

Jason H. Egan, Esq., representing the Office of the U.S. Trustee,
tells the Court the U.S. Trustee is unable to properly calculate
the statutory fees owed by the Debtor as the Debtor has not filed
a single monthly operating report while in Chapter 11.  The
Debtor's monthly operating reports are delinquent for the months
of May, June, July, August and September.  Because of the Debtor's
failure to provide monthly operating reports, the U.S. Trustee is
hampered in its attempts to assess the correct Quarterly Fee for
the 2nd and 3rd quarters of 2011.

Mr. Egan notes that the Debtor's Chapter 11 plan is based on a
postpetition loan from Omega Commercial Finance Corp. that was
originally scheduled to close August 17, 2011.  The Debtor's plan
fails to set forth a deadline for the loan to close, fails to
provide any contingency plan in the event the loan does not close,
and does not give any indication that supports that the loan will
be closed in the near future.  The Debtor's disclosure statement
also fails to provide any current information related to the
status of the approved Omega loan.  The Court and other parties
cannot analyze the proposed treatments and provisions in the Plan
and ascertain whether these are feasible or in their best
interests.  The feasibility analysis is problematic without
current information and further assurances that the Omega Loan
will actually close.

As reported by The Troubled Company Reporter on Sept. 19, 2011,
the Plan will be funded primarily by the proceeds of the
$14.1 million loan obtained from Omega Commercial Finance.  The
loan is secured by the Debtor's 11.77 acre of undeveloped land
located on the waterfront on Destin pass.

The Debtor says that if the Plan is not confirmed and its case is
converted to Chapter 7 liquidation, a Chapter 7 Trustee would take
possession of the Debtor's assets and would determine whether the
assets have equity over and above amounts owed to secured
creditors.  If there is equity in the Debtor's assets, the trustee
will attempt to sell those assets and use the equity to distribute
to creditors.  If there is no equity in the assets, the trustee
would surrender secured assets to the secured creditor.

The Plan provides for this classification of claims:

   Class 1      Administrative Expenses
   Class 2      Secured claim of Jefferson Bank and Trust Company
   Class 3      Priority claim of Okaloosa County Tax Collector
   Class 4      General Unsecured Claims
   Class 5      Claim of U.S. Trustee
   Class 6      Claim of ZTF Family, LP

At the behest of the Debtor, the Court will hold a combined
hearing on the approval of the Disclosure Statement and
confirmation of the Plan.

                            About AMT LLC

AMT, LLC, in Destin, Florida, filed for Chapter 11 bankruptcy
(Bankr. N.D. Fla. Case No. 11-30933) on May 27, 2011.  The
Debtor's major asset consisted of 11.77 acres of waterfront
property located in Destin Pass in Destin, Florida.  Judge William
S. Shulman presides over the case.  J. Steven Ford, Esq., at
Wilson, Harrell, Farrington, Ford, Wilson, Spain, & Parsons, P.A.,
in Pensacola, Fla., serves as the Debtor's counsel.  In its
schedules, the Debtor disclosed $30,679,648 in assets and
$5,060,823 in liabilities.


B&G FOODS: Moody's Says 'B1' Corporate Unaffected by Culver Deal
----------------------------------------------------------------
Moody's Investors Service stated that B&G Foods Inc.'s (B&G)
announcement of plans to complete a $325 million debt-financed
acquisition of Culver Specialty Businesses from Unilever weakens
its credit profile due to the expected increase in leverage.
However, the corporate family rating is unaffected since Moody's
anticipates that proforma credit metrics will remain consistent
with the company's B1 rating. Moody's added that the ratings on
the $350 million senior unsecured notes due 2018 could be lowered
if the acquisition is financed with incremental senior secured
debt. For more information, please refer to B&G issuer comment on
Moodys.com.

B&G, headquartered in Parsippany, NJ, manufactures, sells and
distributes a diversified portfolio of shelf-stable foods across
the United States, Canada and Puerto Rico. B&G's products include
hot cereals, fruit spreads, canned meats and beans, spices,
seasonings, marinades, hot sauces, wine vinegar, maple syrup,
molasses, salad dressings, Mexican-style sauces, taco shells and
kits, salsas, pickles and peppers and other specialty food
products. Proforma for the acquisition of the Culver Specialty
Brands, B&G sales will approximate $625 million.


BEACON POWER: Wins Interim Use of Cash Collateral
-------------------------------------------------
Beacon Power Corp. was given interim approval Nov. 2 to use some
$3 million in cash collateral over objections from the U.S. Energy
Department, which guaranteed a $39.1 million loan.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Beacon told the judge that financing dried up and the
company was forced into bankruptcy as a result of the firestorm
over the government loan guarantee for Solyndra LLC.  The final
hearing for use of cash is set for Nov. 18.

Randall Chase at the Associated Press reports Beacon CEO F.
William Capp said in an affidavit submitted earlier this week that
the company's long-term financial prospects are positive, but that
efforts to build its business have been capital intensive and that
it has been operating at a loss.  Mr. Capp also said the economic
and political climate and other factors have hampered Beacon's
ability to attract additional equity investments.

"[The Company] intended to raise $10 million this year, which we
have not been able to do," AP quotes Mr. Capp as saying.

AP says the Judge Carey granted several routine first-day motions
filed by Beacon, including requests for authorization to continue
paying wages to some 65 employees, make tax payments, and to
prevent utilities from discontinuing service.  The only motion
subject to an objection was Beacon's request to use cash
collateral on the DOE loan to pay operating expenses.

AP relates that Matthew Troy, a Justice Department attorney
representing the DOE, said Beacon is sitting on $700,000 of its
own unrestricted cash that it doesn't want to spend.  Mr. Troy
also argued that the DOE loan was made directly to a Beacon
subsidiary for construction and operation of a 200-flywheel,
20-megawatt frequency regulation facility in Stephentown, N.Y.
The parent company should not be allowed to use cash collateral
for the loan on anything that is not directly related to the
Stephentown facility, Mr. Troy said.

Tyngsboro, Mass.-based Beacon Power Corporation (Nasdaq: BCOND)
-- http://www.beaconpower.com/-- designs, manufactures and
operates flywheel-based energy storage systems that it has begun
to deploy in company-owned merchant plants that sell frequency
regulation services in open-bid markets.

Beacon Power filed for Chapter 11 protection on Oct. 30, 2011, in
Delaware (Bankr. D. Del. Case No. 11-13450) after borrowing $39.1
million guaranteed by the U.S. Energy Department.  Brown Rudnick
and Potter Anderson & Corroon serve as the Debtor's counsel.

Tyngsboro, Massachusetts-based Beacon listed assets of $72 million
and debt totaling $47 million, including $39.1 million owing on
the government-guaranteed loan.  Beacon built a $69 million
facility with 20 megawatts of balancing capacity in Stephentown,
New York, funded mostly by the Energy Department loan.

ENERGYBOOM notes that Beacon Power is the second cleantech company
which has been backed by the U.S. Department of Energy via loan
guarantees to fail this year.  The first was Solyndra, which
declared bankruptcy under the same Chapter 11 provision on
Sept. 6, 2011.



BEACON POWER: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Beacon Power Corporation
        65 Middlesex Road
        Tyngsboro, MA 01879

Bankruptcy Case No.: 11-13450

Chapter 11 Petition Date: October 30, 2011

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

Debtors? Counsel: Etta Ren Wolfe, Esq.
                  POTTER ANDERSON & CORROON LLP
                  1313 North Market Street
                  P.O. Box 951
                  Wilmington, DE 19899
                  Tel: (302) 984-6202
                  Fax: (302) 658-1192
                  E-mail: ewolfe@potteranderson.com

                         - and ?

                  Jeremy William Ryan, Esq.
                  POTTER ANDERSON & CORROON LLP
                  1313 N. Market Street
                  P.O Box 951
                  Wilmington, DE 19801
                  Tel: (302) 984-6108
                  Fax: (302) 778-6108
                  E-mail: jryan@potteranderson.com

Debtors?
Claims Agent:     EPIQ BANKRUPTCY SOLUTIONS

Debtors?
Financial
Advisors:         CRG PARTNERS GROUP LLC

Debtors?
Auditors:         MILLER WACHMAN, LLP

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

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

The petition was signed by F. William Capp, president & Chief
executive officer.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Stephentown Holding LLC               11-13451
Stephentown Regulation Services LLC   11-13452

Debtor's List of Its 21 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Edwards Wildman Palmer, LLP        Professional Claim     $711,872
111 Huntington Avenue
Boston, MA 02199

Carleton Technologies Inc.         Trade Claim            $200,000
711 Corporate Center Court
Westminster, MD 21157

Markovich Inc.                     Trade Claim            $190,000
2827 Lexington Avenue
Butte, MT 59701

LeChase Construction Services, LLC Trade Claim             $89,088

R.W. Beck Federal, Inc.            Trade Claim             $80,563

National Grid Processing Center    Utility Claim           $54,080

Nixon Peabody LLP                  Professional Claim      $53,334

Merrill Communication              Trade Claim             $33,113

Ventyx Energy LLC                  Trade Claim             $31,750

Cardinal Point Partners LLC        Trade Claim             $30,000

Customized Energy Solutions        Trade Claim             $24,000

Nasdaq Stock Market                Trade Claim             $19,222

Enigam1, Inc.                      Trade Claim             $18,270

Powercorp Pty Ltd                  Trade Claim             $16,750

Jonathan Leehey                    Trade Claim             $16,260

Hiller NE Fire Protection, Inc.    Trade Claim             $16,178

Varsity Facility Services          Trade Claim             $14,310

Taylor N.E. Equipment, Inc.        Trade Claim             $13,856

James H. Maloy, Inc.               Trade Claim             $12,725

Good Company Associates            Trade Claim             $12,391

Quality Energy Consulting LLC      Trade Claim             $11,769


BELTWAY 8: Has Access to FST Watermarke Cash Collateral
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Louisiana
authorized Beltway 8 Associates, Limited Partnership, to use cash
collateral of FST Watermarke, LLC, to pay the expenses and costs
set forth in a budget, with a permitted variance of 10% of any
budget line item, so long as the aggregate amount of the budget on
a monthly basis in not exceeded by more than 10%.

Each Tuesday the Debtor will provide FST's counsel a written
accounting of all expenses (on a cash basis) for the previous
Saturday through Friday.

The Debtor will deliver to FST's counsel on or before the 20th day
following the end of each calendar month, a reconciliation of all
budgeted amounts and copies of all reports provided by the
Debtor's third-party property management company to the Debtor or
its counsel.

In the event that the Debtor fails to comply with these reporting
obligations without FST's prior written consent, the Debtor will
have three business days to cure any default.  If the Debtor fails
to cure the default, the Debtor's right to use cash collateral
will terminate two business days following receipt by Debtor's
counsel of a written notice of such default.

In the event that the Debtor's use of cash collateral exceeds the
permitted variances (on a weekly basis) authorized by this order
without the prior written consent of FST, the Debtor's right to
use cash collateral will terminate three business days following
receipt by Debtor's counsel of a written notice of such default.

As adequate protection, the Court grants FST claims in the amount
of any postpetition diminution in the value of FST's security
interest in the assets of the Debtor.

In order to secure the Adequate Protection Claim, FST is granted
replacement security interests in and liens upon all postpetition
personal property of the Debtor and its estate and all proceeds
and products thereof, subject only to the Carve-Out for payment of
any unpaid fees payable pursuant to 28 U.S.C. Section 1930 and
attorneys' fees and expenses of the Debtor's counsel, any counsel
for an official committee of creditors, and any other professional
retained pursuant to Section 327 of the Bankruptcy Code not to
exceed the aggregate amount of $57,000.

In addition, FST as additional security for its Adequate
Protection Claim will have an allowed claim pursuant to 11 U.S.C.
Sec. 507.

                        About Beltway 8

Baton Rouge, Louisiana-based Beltway 8 Associates, LP, dba
Watermarke Apartments, owns and operates Watermarke Apartments, a
280 unit residential apartment complex located on approximately
15.6 acres in Houston, Texas.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. La. Case No. 11-10001) on Jan. 3, 2011.

Patrick S. Garrity, Esq., and William E. Steffes, Esq., at
Steffes, Vingiello & McKenzie, LLC, in Baton Rouge, La., serve as
the Debtor's bankruptcy counsel.  Judge Douglas D. Dodd presides
over the Chapter 11 case.  The Debtor disclosed $25.3 million in
assets and $25.4 million in liabilities as of the Chapter 11
filing.


BELTWAY 8: Asks Court to Approve Immaterial Plan Modifications
--------------------------------------------------------------
Beltway 8 Associates, Limited Partnership, asks the U.S.
Bankruptcy Court for the Middle District of Louisiana to approve
immaterial modifications to its Chapter 11 Plan of Reorganization
dated April 4, 2011.

The Debtor tells the Court that the proposed plan modifications do
not adversely alter in any respect the treatment accorded to
Claims or Interests.  Thus, the Debtor submits that the proposed
plan modifications are non-material, and that no additional
solicitation is required as a result of the requested
modifications.

The Debtor has filed three sets of Plan Amendments heretofore; the
First Amendment [P-156] was filed on Aug, 11, 2011; the Second
Amendment [P-167] was filed on Aug. 24, 2011; the Third Amendment
[P-259] was filed on Oct. 21, 2011.

The Third Amendment [P-259] amends Articles 2.2 and 4.2.2 of the
Plan.

The Amendment to Article 2.2 is in response to the request of
certain taxing authorities holding priority claims.  The proposed
revisions to Article 2.2. Priority Tax Claims. are:

"If the Reorganized Debtor fails to make any payment due to a
priority tax claimant, then any stay or post-confirmation
injunction that may then be in effect shall be automatically
lifted without further action with respect to any entity for an
allowed priority tax claim."

In further response to the objection to confirmation filed by FST
Watermarke LLC, the proposed revisions to Article 4.2.2.
Treatment, are:

"In addition to the foregoing, if the Plan is confirmed and at the
option of FST, the Reorganized Debtor shall enter into a new or
amended Loan Agreement after confirmation and prior to the
Effective Date in a form and substance acceptable to counsel for
FST and the Debtor which shall provide for the Reorganized Debtor
to establish and maintain reserves for the payment of insurance,
property taxes, and maintenance with respect to the Watermarke
Apartments.  Such Loan Agreement shall also contain such other
covenants that the Bankruptcy Court finds to be necessary to
assure that FST is receiving the indubitable equivalent of the FST
Secured Claim under this Plan if confirmed.  The property tax and
insurance reserves shall be kept in segregated accounts and funded
monthly in amounts sufficient for the Reorganized Debtor to pay
all property taxes and insurance bills timely as they come due
(based on the immediate prior year's amounts due divided by the
number of months remaining on the Effective Date before the next
payment will become due).  The maintenance reserve shall be funded
in the amount of $300 per unit per year or in such other amount as
the Court may determine to be appropriate at the Confirmation
Hearing.  In the event that FST and the Debtor cannot agree on the
form or substance of the new or amended Loan Agreement, either
party may file a Motion in the Bankruptcy Court to have any such
dispute resolved as a summary proceeding."

In all other respects, the Debtor re-adopts and reasserts the
provisions of its Chapter 11 Plan of Reorganization filed on
April 4, 2011 [P-93] as previously amended by the First Amendment
[P-156] and Second Amendment [P-167].

By separate motion, the Debtor seeks to have the hearing on this
option conducted concurrent with the hearing on confirmation of
the Plan.

A copy of the Third Amendment to Debtor's Plan of Reorganization
filed on April 4, 2011, is available for free at:

           http://bankrupt.com/misc/beltway8.p-259.pdf

                        About Beltway 8

Baton Rouge, Louisiana-based Beltway 8 Associates, LP, dba
Watermarke Apartments, owns and operates Watermarke Apartments, a
280 unit residential apartment complex located on approximately
15.6 acres in Houston, Texas.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. La. Case No. 11-10001) on Jan. 3, 2011.

Patrick S. Garrity, Esq., and William E. Steffes, Esq., at
Steffes, Vingiello & McKenzie, LLC, in Baton Rouge, La., serve as
the Debtor's bankruptcy counsel.  Judge Douglas D. Dodd presides
over the Chapter 11 case.  The Debtor disclosed $25.3 million in
assets and $25.4 million in liabilities as of the Chapter 11
filing.


BELTWAY ONE: Unsecured Creditors to be Paid in Full Under Plan
--------------------------------------------------------------
Beltway One Development Group LLC has filed a disclosure statement
in connection with the solicitation of votes on its plan of
reorganization, filed on Oct. 25, 2011.

The Bankruptcy Court will hold consolidated hearings on the
approval of the disclosure statement and confirmation of the Plan
on Jan. 9, 2012, at 9:30 a.m.; Jan. 10, 2012, at 1:30 p.m.; and
Jan. 12, 2012, at 1:30 p.m.

On and after the Effective Date, all of Debtor's assets will vest
in the Reorganized Debtor and the Reorganized Debtor will continue
to exist as a separate entity in accordance with applicable law.
Debtor's existing articles of organization, by-laws, and operating
agreements (as amended, supplemented, or modified) will continue
in effect for Reorganized Debtor following the Effective Date,
except to the extent that those documents are amended in
conformance with the Plan or by proper corporate action after the
Effective Date.

The Debtor believes that, except as otherwise provided in the Plan
or the Confirmation Order, the Cash necessary for Reorganized
Debtor to make payments pursuant to the Plan may be obtained from
existing cash balances and Debtor's operations.  The Debtor
anticipates being able to generate sufficient cash flow to meet
its payment obligations under the Plan.

The Plan designates six classes of claims and interests.  The
treatment of each class of claims is as follows:

   Class      Description          Treatment    Estimated Claim
   -----      -----------          ---------    ---------------
     1     Wells Fargo Claim.      Impaired       $9,807,506
     2     BB&T Claim              Impaired       $3,235,347
     3     Other Secured Claims    Unimpaired             $0
     4     Priority Unsecured      Unimpaired
              Claims                                      $0
     5     General Unsecured       Impaired
              Claims                                 $28,500
     6     Equity Securities       Unimpaired            N/A

Classes 1, 2 and 5 are impaired and entitled to vote.

The Wells Fargo Note and the BB&T Note will be modified.

On the later of: (i) March 14, 2012; and (ii) the 14th business
day of the first full calendar month following the Effective Date,
Reorganized Debtor will distribute the sum of $200,000 to Wells
Fargo, which will be applied by Wells Fargo as a principal
reduction of the principal balance of the Wells Fargo Amended and
Restated Note.

Beginning on the later of: (i) April 16, 2012; and (ii) the 14th
business day of the second full calendar month following the
Effective Date, and on the 14th business day of each subsequent
month up to and through the Maturity Date, Reorganized Debtor will
distribute to Wells Fargo monthly principal and interest payments
on the outstanding balance of the Wells Fargo Amended and Restated
Note amortized over a period of 30 years at the Wells Fargo
Interest Rate.

Prior to the Maturity Date, Debtor will have the absolute right to
refinance the Wells Fargo Amended and Restated Note or sell the
real property free and clear of Wells Fargo's liens.

Beginning on the later of: (i) March 14, 2012; and (ii) the
14th business day following the first day of the second month
following the Effective Date and on the fourteenth (14th) business
Day of each subsequent month up to and including April 14, 2014,
Reorganized Debtor will distribute to BB&T interest-only payments
on the then-outstanding balance of the BB&T Amended and Restated
Note at the BB&T Interest Rate.

Beginning on May 14, 2014, and on the 14th business day of each
subsequent month up to and through the Maturity Date, Reorganized
Debtor will distribute to BB&T monthly principal and interest
payments on the outstanding balance of the BB&T Amended and
Restated Note amortized over a period of 30 years at the BB&T
Interest Rate.

Prior to the Maturity Date, Debtor will have the absolute right to
refinance the BB&T Amended and Restated Note or sell the real
property free and clear of BB&T's liens.

Each creditor with an Allowed General Unsecured Claim will be paid
in full in cash, plus post-Effective Date interest at the
Unsecured Interest Rate, on the latest of: (i) the 60th business
day after the Effective Date, as soon thereafter as is practical;
(ii) the date as may be fixed by the Bankruptcy Court, or as soon
thereafter as is practicable; (iii) the 14th business day after
the claim is Allowed, or as soon thereafter as is practicable; or
(iv) the date as the Holder of the claim and Reorganized Debtor
have agreed or will agree.

On the Effective Date, the Holders of Equity Securities of Debtor
will retain all of their legal interests.  The Holders of the
Class 6 Equity Securities are unimpaired, and are therefore deemed
to have accepted the Plan and are not entitled to vote on the
Plan.

A copy of the Disclosure Statement is available for free at:

          http://bankrupt.com/misc/beltwayone.dkt99.pdf

               About Horizon Village Square et al.

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No.
11-21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.


BERNARD L. MADOFF: JPMorgan, USB Suits Dismissed Like HSBC's
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that JPMorgan Chase & Co. and UBS AG were the
beneficiaries of a 33-page opinion handed down by U.S. District
Judge Colleen McMahon dismissing most of the lawsuits brought
against the banks by the trustee liquidating Bernard L. Madoff
Investment Securities Inc.

Mr. Rochelle relates that in throwing out common-law claims
against the two banks, Judge McMahon said she agreed with a
decision in July when U.S. District Judge Jed Rakoff dismissed
common-law claims in the Madoff trustee's $9 billion lawsuit
against HSBC Holdings Plc.

According to the report, there were two prongs to Judge McMahon's
ruling.  She said that Irving Picard, the Madoff trustee, doesn't
have standing, meaning the right to bring common-law claims that
belong to customers individually.  She said it didn't matter if
all customers have the same claims.  The trustee has no ability,
she ruled, to supplant individual creditors' rights to sue on
their own behalf.

Mr. Rochelle discloses that when it comes to claims the Madoff
firm could have brought against the banks, McMahon said the suit
is barred by the in pari delicto rule. The name, taken from Latin,
means that one party in a fraud cannot sue someone else in the
fraud.  The law stands for the principle that no one may benefit
from his or her own fraud.

Judge McMahon, the report relates, explained how it doesn't matter
that Picard himself didn't commit fraud.  Mr. Picard stepped into
the shoes of the Madoff firm, and that's enough, Judge McMahon
said, for the in pari delicto rule to bar his suit.

Mr. Rochelle recounts that Judge Rakoff dismissed the larger part
of the Madoff trustee's $9 billion lawsuit against HSBC, ruling
that the trustee doesn't have the right to file claims based on
state law that belong to Madoff's customers individually.  Mr.
Picard was suing JPMorgan for $19 billion and UBS for $2.6 billion
on many the same grounds.  The banks persuaded Judge McMahon to
take the suits out of bankruptcy court and decide how much should
be dismissed.  McMahon returned "what remains of the adversary
proceedings" to the bankruptcy judge for "further processing."

The HSBC suit in U.S. District Court is Picard v. HSBC Bank
Plc, 11-763, U.S. District Court, Southern District of New York
(Manhattan).  The UBS suit in district court is Picard v. UBS AG,
11-04213, in the same court. The JPMorgan lawsuit in district
court is Picard v. JPMorgan Chase & Co., 11-00913, in the same
court.  The JPMorgan lawsuit in bankruptcy court was Picard v.
JPMorgan Chase & Co., 10-04932, U.S. Bankruptcy Court, Southern
District of New York (Manhattan).

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

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

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

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

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

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


BERNARD L. MADOFF: Customer Espouses Theory for Dismissing Suits
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a customer named James Greiff filed his last brief in
a test-case to decide whether the trustee for Bernard L. Madoff
Investment Securities LLC will have hundreds of lawsuits dismissed
against customers who took more money out of the Ponzi scheme than
they invested.

Mr. Rochelle points out that the dismissal motion will be decided
by U.S. District Judge Jed Rakoff, based in large part on his
decision dismissing all but two-year claims against Fred Wilpon
and the owners of the New York Mets.  In September, Judge Rakoff
ruled that the so-called safe harbor in bankruptcy law only
permits the Madoff trustee to pursue money taken out within two
years of bankruptcy.

Last month, Judge Rakoff didn't decide the method for calculating
offsets customers may use to counter fraudulent transfer claims.

Mr. Rochelle notes that Mr. Greiff, in his reply brief, said he
must be given credit for everything shown on his account statement
two years before bankruptcy, even though holdings in the account
were fictional.   Mr. Greiff argues he should have no liability
for receipt of a fraudulent transfer if he took out less in the
following two years than was in his account when the period began.

If claims and offsets are calculated as he propounds, Mr. Greiff
says the suit against him and hundreds of others would be
similarly dismissed.

The Greiff dismissal motion will be argued before Judge Rakoff on
Nov. 10. Rakoff is deciding the same issue in the Wilpon suit.

Greiff case in district court is Picard v. Greiff, 11-03775, U.S.
District Court, Southern District of New York (Manhattan).  The
Wilpon suit in district court is Picard v. Katz, 11-03605, U.S.
District Court, Southern District of New York (Manhattan).

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

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

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

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

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

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


BERNARD L. MADOFF: Bid to Consolidate Two Adversary Suits Tossed
----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. District Judge
Colleen McMahon refused Tuesday to consolidate two adversary
proceedings filed by Irving Picard, the trustee overseeing the
bankruptcy estate of Bernard L. Madoff Investment Securities LLC,
against several banks and investment firms, saying the lead suit
already has a home before her colleague.

Law360 relates that Judge McMahon pointed out that Mr. Picard's
clawback suit against Trotanoy Investment Co. Ltd. and others has
already been assigned to Judge Jed Rakoff and that it is not her
place to take it off his hands and consolidate it with a similar
case.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

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

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

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

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

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


BLOCKBUSTER CANADA: Liquidation Leaves Unsecured Creditors Unpaid
-----------------------------------------------------------------
The Globe and Mail reports that Blockbuster Canada Inc.'s
liquidation is complete, and it would appear there's nothing left
in the company's accounts for its hundreds of unsecured creditors.

The Globe and Mall recalls that the video rental company was
pushed into receivership by its creditors in the summer, after its
U.S. parent company used its northern division as collateral in a
deal with Hollywood movie studios that ensured the American stores
continued to receive new releases as it struggled to pay its
bills.

In the initial court filings in May, the report relates, the movie
studios were listed as secured creditors owed $70 million.  The
Canadian companies assets were listed at $117 million but only
$15 million of that was in cash.

According to the report, receiver Grant Thornton spent the summer
entertaining offers to buy the company and its more than 400
stores, but decided last month to abandon its efforts and instead
liquidate the chain.  The documents filed in court last week don't
indicate how much was raised in the liquidation, the report notes.

Any money raised would first go to secured creditors, and
documents filed in court last week indicate those creditors are no
longer owed any money, the Globe and Mail discloses.  But it also
shows there is nothing left for unsecured creditors -- many of
them small Canadian suppliers -- who are collectively owed
$3.6 million, the report says.

                      About Blockbuster Canada

Blockbuster Canada Co., an indirect subsidiary of Blockbuster
Inc., has operated video rental stores in Canada using the
Blockbuster trademarks since 1990.  It employs roughly 4,000
employees in more than 400 stores across 10 Canadian provinces.
Blockbuster Canada's corporate head office is located in
Etobicoke, Ontario.

Blockbuster Canada went into receivership in Canada on May 3,
2011.  Grant Thornton Limited was appointed by the Ontario
Superior Court of Justice.

Michael Creber, on behalf of Grant Thornton Ltd., commenced a
Chapter 15 case for Blockbuster Canada (Bankr. S.D.N.Y. Case No.
11-12433) in Manhattan on May 20, 2011, to seek the U.S. Court's
recognition of the receivership proceedings in Canada.  Robert J.
Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as
counsel for Grant Thornton.  Blockbuster Canada is estimated to
have $50 million to $100 million in assets and liabilities.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.


BORDERS GROUP: Sees 4% to 10% Unsecured Creditors' Recovery
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that former bookseller Borders Group Inc. filed a revised
liquidating Chapter 11 plan in anticipation of a Nov. 10 hearing
for approval of an explanatory disclosure statement also amended
Nov. 2.

According to the report, the disclosure statement tells unsecured
creditors with $812 million to $850 million in claims that they
can expect to recover from 4 percent to 10 percent.  The projected
recovery doesn't include proceeds from lawsuits.  At most,
$2 million in secured claims remain and will be paid in full.
Priority tax claims will eat up almost $14 million, according to
the disclosure statement.

Mr. Rochelle relates that the Plan essentially provides for
distribution of assets in the order of priority called for in
bankruptcy law.  If the bankruptcy judge in Delaware approves the
disclosure statement next week and goes along with the proposed
schedule, a confirmation hearing for approval of the plan would
take place Dec. 20.

                       About Borders Group

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

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

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

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

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

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

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

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


CAMTECH PRECISION: R&J; Avstar Seek Extension of Exclusive Periods
------------------------------------------------------------------
R&J National Enterprises, Inc., asks the U.S. Bankruptcy Court for
the Southern District of Florida to further extend its exclusive
filing period and exclusive solicitation period for a period of 60
days, or until Dec.1 3, 2011, and Feb. 14, 2012, respectively.

Additionally, Avstar Fuel Systems, Inc., asks the Court to extend
its exclusive solicitation period for a period of 60 days through
and including Jan. 4, 2012.  Avstar's Plan of Reorganization was
filed on July 5, 2011.  Currently, Avstar will be submitting an
amended disclosure statement with the Court.

This request, the Debtors tell the Court, is reasonable given
Camtech, Avstar and R&J's progress to date and the current posture
of their cases.

                     About Camtech Precision

Avstar, founded in 2007, designs, manufactures and overhauls
carburetors and fuel injection systems for aviation industry.
Avstar is the holder of Federal Aviation Administration Parts
Manufacturer Approvals for general aviation fuel systems.  Avstar
generates sales primarily from new product sales and overhauls of
carburetors and servos for the general aviation industry.

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
Avstar Fuel Systems, Inc., and R & J National Enterprises, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
Nos. 10-22760, 10-22762 and 10-22762) on May 10, 2010.  Bradley S.
Shraiberg, Esq., who has an office in Boca Raton, Florida, serve
as counsel to the Debtors.  Carlos E. Sardi, Esq., and Glenn D.
Moses, Esq., who have an office in Miami, Florida, represent the
Official Committee of Unsecured Creditors.  In its schedules,
Camtech disclosed assets of $10,977,673 and debts of $14,625,066.


CHEF SOLUTIONS: Court OKs Richards, Layton & Finger as Counsel
--------------------------------------------------------------
Chef Solutions Inc. sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Richards,
Layton & Finger, P.A. as counsel.

                       About Chef Solutions

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

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

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

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

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

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


CIT GROUP: Unveils Commercial Real Estate Lending Group
-------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that CIT Group Inc.
unveiled its new commercial real estate lending group, CIT Real
Estate Finance, restarting one of its former lines of business.

                        About CIT Group

Founded in 1908, CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/
-- is a bank holding company with more than $35 billion in finance
and leasing assets.  It provides financing and leasing capital to
its more than one million small business and middle market clients
and their customers across more than 30 industries.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on Nov. 1, 2009 (Bankr. S.D.N.Y.
Case No. 09-16565).  Evercore Partners, Morgan Stanley and FTI
Consulting served as the Company's financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP served as legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell
served as legal advisor to CIT's Board of Directors.

CIT emerged from bankruptcy protection on Dec. 11, 2009, after
receiving confirmation of its prepackaged Chapter 11 plan of
reorganization.

                           *     *    *

In May 2011, Moody's Investors Service upgraded CIT Group Inc.'s
Corporate Family Rating to 'B2' from 'B3'.  The rating outlook is
stable.  The upgrade reflects the progress CIT has made addressing
its most immediate organizational, operational, and financial
challenges subsequent to its bankruptcy reorganization in December
2009.  Moody's, however, notes that CIT's weak margins and
uncertainty regarding the pace and adequacy of future margin
improvements are constraints on the firm's ratings.

As reported by the Troubled Company Reporter on Aug. 7, 2011,
Dominion Bond Rating Service affirmed CIT's ratings, including its
Issuer Rating of B (high), unchanged following the Company's
second quarter 2011 financial results.


COMPOSITE TECHNOLOGY: Court OKs Brian Weiss as CRO
--------------------------------------------------
Composite Technology Corporation, et al., sought and obtained
permission as stipulated with the Official Committee of Unsecured
Creditors to appoint Brian Weiss as the Debtors' chief
restructuring officer.

The Debtors clarify that Mr. Weiss will serve as part of
management and will not supplant the board of directors.

On Aug. 11, 2011, the Court authorized the sale of substantially
all of the Debtors' assets.  The sale was closed on Aug. 15, 2011.

The Debtors, however, note that there are still matters that need
to be addressed, including:

   -- evaluating and pursuing potential actions against third
      parties;

   -- collecting from the DMSE escrow account;

   -- evaluating claims;

   -- determining lien rights against various assets;

   -- wrapping up SEC matters; and

   -- preparing a plan.

The Debtors assert that they need Mr. Weiss to efficiently
represent the estate in the course of wind down.

                   About Composite Technology

Headquartered in Irvine, California, Composite Technology
Corporation - http://www.compositetechcorp.com/-- develops,
produces, markets and sells energy efficient and renewable energy
products for the electrical utility industry.  As of March 31,
2011, the Company has one business segment: CTC Cable Corporation.

CTC Cable produces and sells ACCC(R) conductor products and
related ACCC(R) hardware products.  ACCC(R) conductor has been
sold commercially since 2005 and is currently marketed worldwide
to electrical utilities, transmission companies and transmission
design/engineering firms.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  BCC
Advisory Services LLC, BCC Ho1dco LLC's FINRA registered
Broker/Dealer, serves as investment banker to provide exclusive
equity financing services and debt financing services.  Composite
Technology disclosed $5,855,670 in assets and $12,395,916 in
liabilities as of the Chapter 11 filing.

CTC Cable Corporation (Bankr. C.D. Calif. Case No. 11-15059) and
Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) also filed
for Chapter 11 protection.

The cases are jointly administered, with Composite Technology as
the lead case.  Paul J. Couchot, Esq., at Winthrop Couchot PC,
serves as the Debtors' bankruptcy counsel.  The Debtors also
tapped Marsch Fischmann & Breyfogle LLP as special intellectual
property approval counsel; Knobbe, Martens, Olson & Bear, LLP as
special patent litigation counsel; McIntosh Group as special
intellectual property counsel.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the official committee of unsecured creditors in the
Debtor's cases.  Steptoe & Johnson LLP represents the Committee.


CONTECH CONSTRUCTION: Moody's Withdraws 'Caa2' CFR
--------------------------------------------------
Moody's: The credit ratings for Contech Construction Products,
Inc. have been withdrawn.

These ratings/assessments were affected by this action:

Corporate Family Rating of Caa2 withdrawn;

Probability of Default Rating of Caa3 withdrawn; and,

Approx. $500 million revolver and senior secured bank credit
facility due 01/31/2013 rated Caa2 (LGD3, 34%) withdrawn.

RATINGS RATIONALE

Moody's has withdrawn the rating because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.

The principal methodology used in rating Contech Construction
Products, Inc. was the Global Manufacturing Industry Methodology
published in December 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Contech Construction Products, Inc., headquartered in West
Chester, OH, manufactures and markets corrugated steel and plastic
pipe and fabricated products for use in highway, residential, and
commercial construction. Goldman, Sachs & Co., through its
affiliates, is the primary owner of Contech, followed by Apax
Partners, L.P.


CONTINENTAL AIRLINES: S&P Assigns 'B-' Issue Rating to Bonds
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue rating
to airport revenue bonds secured by payments from Continental
Airlines Inc. (B/Stable/--). Although the bonds -- Airport System
Special Facilities Revenue and Refunding Bonds (Continental
Airlines Inc. Terminal Improvement Projects), Series 2011
(AMT) -- are issued by the city of Houston ('AA/Stable' general
obligation rating), the debt is serviced from rentals that
Continental will pay under a special facilities lease, an
arrangement typical for airport revenue bonds. Continental will
use proceeds from the bonds to finance construction of
certain improvements to passenger terminals at George Bush
Intercontinental Airport and, if market conditions are conducive
to issuing a sufficient amount of bonds, to refund a portion of
the outstanding 1997B airport revenue bonds.

"Because the special facility bonds are secured principally by
payments from Continental (and not by a leasehold mortgage or
mortgage on the terminal property itself), we consider the bonds
to be equivalent to Continental's senior unsecured debt, which we
also rate 'B-'. The airport revenue bonds could also receive
payments, in the event of a Continental bankruptcy, from new
airline tenants, under a provision that requires Houston to seek
to re-let the passenger terminal. We consider such re-letting
provisions helpful to bondholders, but they are not sufficient for
us to view them as equivalent to secured debt (which, for airport
revenue bonds, would typically imply a rating equal to the
airline's corporate credit rating)," S&P said.

Continental is a subsidiary of United Continental Holdings Inc.
(UCHI; B/Stable/--). "Our ratings on UCHI reflect its highly
leveraged financial profile and the risks associated with
participation in the volatile U.S. airline industry. We expect
that the eventual full merger of United Air Lines Inc. and
Continental (following UCHI's Oct. 1, 2010, acquisition of
Continental) will, over time, generate material synergies --
mostly higher revenues," S&P said.

Ratings List
Continental Airlines Inc.
Corporate credit rating                B/Stable/--

New Ratings
Continental Airlines Inc.
Senior unsecured
  $46.665 mil. IRB due 2030             B-
  $69.57 mil. IRB due 2038              B-


CRYSTAL CATHEDRAL: Calif. Diocese Says Chapman Deal Sure to Fail
----------------------------------------------------------------
Nicola Menzie at Christian Post Reporter relates the Roman
Catholic Diocese of Orange, California, contends that Chapman
University's proposed $50 million offer for the 40-acre Crystal
Cathedral campus will fail to pay creditors in full and only set
up the Crystal Cathedral ministry for failure.  The diocese claims
in a lawsuit filed Friday in bankruptcy court that under Chapman's
proposed plan, the ministry could be in the red once again by May
2012.

The OC Register says the diocese had offered the highest bid for
the Crystal Cathedral campus, with $53.6 million.  Chapman's $50
million bid was followed by Hobby Lobby's offer of $47.5 million,
among other bids from prospective buyers.  In the end, the
creditors committee chose Chapman, and Crystal Cathedral
administrators approved the offer.  However, the diocese claims it
has the "more superior bid," the OC Register reported.

Christian Post says the bid from Chapman still needs to be
confirmed in court, which is expected to occur Nov. 14, 2011.
Before that happens, however, documents related to Crystal
Cathedral's sale were expected to be filed in bankruptcy court on
Oct. 31, 2011.

Christian Post notes the plan Chapman offered in its bid for the
Garden Grove church property would allow church administrators to
buy back the campus and the cathedral for $23.5 million within
five years.

                      About Crystal Cathedral

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

Mr. Schuller retired from his role as senior pastor of Crystal
Cathedral in 2006. His daughter Sheila Schuller Coleman has been
senior pastor since July 2009.  Contributions declined 24% in
2009, in part on account of "unsettled leadership."

Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.  Marc J. Winthrop, Esq., at Winthrop
Couchot P.C. represent the Debtor.

Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the
Official Committee of Unsecured Creditors.


DBSI INC: Foley & Lardner Sued for Allegedly Aiding Ponzi Scheme
----------------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that a trustee
working to recoup funds for investors cheated by DBSI Inc. sued
Foley & Lardner LLP in Delaware on Monday for allegedly aiding
company insiders in a $500 million Ponzi scheme.

Law relates that James R. Zazzali, trustee of the DBSI private
actions and estate litigation trusts, said that lawyers for DBSI
companies, such as Foley, provided "substantial aid and
assistance" to company officials who began collecting and
diverting investor funds known as "accountable reserves," which
were supposed to be reserved.

                       About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali -- JZazzali @gibbonslaw.com -- as
Chapter 11 trustee for the Debtors' estates.  On Oct. 26, 2010,
the Chapter 11 trustee won confirmation of a Chapter 11 plan of
liquidation for DBSI, paving the way for it to pay creditors and
avoid years of expensive litigation over its complex web of
affiliates.  DBSI's unsecured creditors were a co-proponent of the
Plan, which was declared effective Oct. 29, 2010.

Florissant Market Place Acquisition LLC (Bankr. D. Del. Case No.
09-10081) was not part of the DBSI Plan.  Florissant and its
prepetition secured lender Wells Fargo Bank, National Association,
as successor in interest to Wachovia Financial Services, Inc.,
filed a consensual plan, which was confirmed in March 2011.  The
DBSI Real Estate Liquidating Trust was established under that Plan
and Conrad Myers was named the Liquidating Trustee for the Trust.

Messrs. Zazzali and Myers are represented by lawyers at Blank Rome
LLP and Gibbons P.C.


DIABETES AMERICA: Files Updated Cash Collateral Budget
------------------------------------------------------
Diabetes America, Inc., filed with the U.S. Bankruptcy Court for
the Southern District of Texas Diabetes America, Inc., an updated
cash collateral budget.

The budget provides for use of cash collateral until Dec. 16,
2011.  The budget limits the cash outflow as follows:

   For Week Ended                Total Cash Outflow
   --------------                ------------------
     Nov. 4                           $420,823
     Nov. 11                          $268,248
     Nov. 18                          $279,047
     Nov. 25                          $203,413
     Dec. 2                           $420,823
     Dec. 9                           $268,248
     Dec. 16                          $279,047

The Debtor related that MetroBank, N.A., has consented to the
updated cash collateral budget.

As reported in the Troubled Company Reporter on Mar 14, 2011, the
Court authorized, on a final basis, the Debtors, to use the cash
collateral of MetroBank, N.A., and the other secured creditors.

                      About Diabetes America

Houston, Texas-based Diabetes America, Inc., fka Diabetes Centers
of America, Inc., operates a network of 17 centrally-managed
medical clinics that provide comprehensive outpatient medical
care, primarily to patients with Type 1, Type 2 and Gestational
Diabetes.  The company's clinics are located in Texas and Houston
and generate 51,000 patient visits per year.

Diabetes America filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 10-41521) on Dec. 21, 2010.  H. Joseph
Acosta, Esq., and Micheal W. Bishop, Esq., at Looper Reed &
McGraw, P.C., in Dallas, represent the Debtor as bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million as of the Petition Date.

Judy A. Robbins, the U.S. Trustee for Region 7, appointed three
members to the Official Committee of Unsecured Creditors in
Diabetes America's Chapter 11 case.  The Committee has tapped
Butler, Snow, O'Mara, Stevens & Cannada, PLLC, as its counsel.


DYGNEGY INC: Misses $43.8MM Interest Payment on 8.375% Sr. Notes
----------------------------------------------------------------
Dynegy Inc. announced that Dynegy Holdings, LLC (DH), its direct,
wholly-owned subsidiary, elected not to make the $43.8 million
semi-annual interest payment due Nov. 1, 2011, on DH's 8.375%
Senior Unsecured Notes due 2016.  The indenture governing the 2016
Notes provides that the failure to make such payment constitutes
an event of default after a 30-day cure period.  This missed
interest payment will not trigger any significant cross-default
provisions associated with other outstanding DH debt prior to the
expiration of the cure period.  During such cure period, Dynegy
will continue to evaluate options to manage DH's debt load and is
engaged in discussions with certain significant holders of DH's
debt regarding those options.

Dynegy also is extending the withdrawal deadline for the offers to
exchange up to $1,250,000,000 principal amount of the outstanding
notes, debentures and capital income securities of DH, for
Dynegy's new 10% Senior Secured Notes due 2018 and cash to
midnight, New York City time, on Nov. 3, 2011, which as previously
announced is also the expiration date for the Exchange Offers,
unless further extended or earlier terminated by Dynegy.

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 the Withdrawal
Deadline, 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.


EASTMAN KODAK: Incurs $222 Million Net Loss in Third Quarter
------------------------------------------------------------
Eastman Kodak Company filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
attributable to Eastman of $222 million on $1.46 billion of total
net sales for the three months ended Sept. 30, 2011, compared with
a net loss attributable to Eastman of $43 million on $1.75 billion
of total net sales for the same period a year ago.

The Company also reported a net loss attributable to Eastman of
$647 million on $4.27 billion of total net sales for the nine
months ended Sept. 30, 2011, compared with a net loss attributable
to Eastman of $92 million on $5.22 billion of total net sales for
the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$5.10 billion in total assets, $6.75 billion in total liabilities
and a $1.65 billion total deficit.

"More than anything, the results of this quarter reflect our
continued progress toward establishing digital growth businesses
that will form the nucleus of a new Kodak," said Antonio M. Perez,
Chairman and Chief Executive Officer, Eastman Kodak Company.

The Company said that its ability to continue its operations,
including its ability to fund working capital, capital
investments, scheduled interest and debt repayments, restructuring
payments, and employee benefit plan payments or required plan
contributions, within the next twelve months is dependent upon the
ability to monetize its digital imaging patent portfolio through a
sale or licensing of the relevant patents or the successful
execution of the alternative actions, which could include the
issuance of additional debt.  There is uncertainty regarding
whether the Company can, and the Company can provide no assurance
that it will, successfully execute the actions.

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

                        http://is.gd/YMY6Jy

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

The Company's balance sheet at June 30, 2011, showed $5.33 billion
in total assets, $6.75 billion in total liabilities and a $1.42
billion total deficit.

Kodak has hired Jones as legal adviser and investment bank Lazard
Ltd., but denied rumors it is filing for bankruptcy.  Kodak is
exploring a sale of its patents.

In July 2011, the Company announced that it is exploring strategic
alternatives, including a potential sale, related to its digital
imaging patent portfolios.

                           *    *     *

As reported by the TCR on Nov. 3, 2011, Fitch Ratings has affirmed
and withdrawn the 'CC' long-term Issuer Default Rating (IDR) and
issue ratings of Eastman Kodak Company.  Fitch has decided to
discontinue the rating, which is uncompensated.


EMPIRE TOWERS: Building Sold for $7.5MM at Foreclosure Auction
--------------------------------------------------------------
Ben Weathers at The (Md.) Capital Gazette reports the Glen Burnie
office building owned by Empire Towers Corp. was auctioned off on
Oct. 28, 2011, in the county Circuit Court in Annapolis, Maryland.
With no bidders, the 12-story, 250,000-square-foot building
reverted to Bank of America for $7.5 million.

According to the report, Byron L. Huffman, Esq., an attorney for
the bank, said that after the sale is ratified by a county Circuit
Court judge, the property will be sold to pay Empire's $14.5
million debt to the bank.

The report says the auction comes as Empire CEO Wilfred Azar III
is being accused by some former business associates of
"embezzlement," "fraud" and engaging in an elaborate "Ponzi
scheme," in his and wife Melanie's personal bankruptcy
proceedings.

             About Empire Towers and Empire Holdings

Empire Towers Corporation is the owner of a real property located
at 7300-7310 Ritchie Highway, Glen Burnie, Maryland.  The office
building, built on the property in 1974, is the tallest building
in northern Anne Arundel County and currently leases space to
business and retail enterprises of a wide variety.

Empire Towers filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 10-34611) on Oct. 27, 2010.  Its parent Empire
Holdings Corporation also filed for Chapter 11 (Bankr. D. Md. Case
No. 10-34580).  Aryeh E. Stein, Esq., at Meridian Law LLC, in
Baltimore, Maryland, assisted the Debtors in their restructuring
effort.  The Debtors disclosed $12,482,584 in assets and
$14,876,779 in liabilities as of the Chapter 11 filing.


EVERGREEN SOLAR: Government Deal Limits Sale Terms
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Evergreen Solar Inc. reached settlement with the U.S.
government to remove an impediment to sale of the assets.  Last
month the U.S. Energy Department filed papers with the bankruptcy
court in Delaware claiming that Evergreen didn't abide by the
Bayh-Dole Act, thus giving the government an ownership interest in
some of the company's technology.

The dispute was settled in an agreement the bankruptcy court
approved Nov. 2 dealing with technology developed by Evergreen
using government assistance, according to the report.

The report relates that the agreement requires any buyer of
government-financed technology to agree that manufacturing will
take place in the U.S.  Otherwise, the government will have a non-
exclusive license to the technology that could be sold to a
competitor.  Buyers must also agree that they won't sell the
technology to anyone not a U.S. company.

The hearing for approval of the sale was pushed back to Nov. 10.

                      About Evergreen Solar

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

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

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

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

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

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

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


FAIRPOINT COMMS: Trust Sues Verizon Over $2BB Fraudulent Transfer
-----------------------------------------------------------------
Clarke Canfield at the Associated Press reports that a litigation
trust created for FairPoint Communications Inc. creditors is
blaming Verizon Communications for FairPoint's bankruptcy.

According to the report, in a $2 billion fraudulent transfer
lawsuit filed in North Carolina last week, the FairPoint
litigation trust claims FairPoint went bankrupt because of its
"disastrous" $2.3 billion purchase of Verizon's landline and
Internet operations in Maine, New Hampshire and Vermont in 2008.
FairPoint filed for bankruptcy 18 months after the acquisition.

Mr. Canfield relates that the complaint alleges that Verizon lured
FairPoint into the deal and dealt it a bad hand, resulting in
FairPoint buying "inferior assets that had no future."  FairPoint
exhibited a blend of naivete and optimism on its part, but
FairPoint executives felt trapped by the time they saw the writing
on the wall, the suit alleges.

The report notes that Verizon called the lawsuit meritless.

Mr. Canfield says the 47-page lawsuit, filed in Mecklenburg County
Court in Charlotte, alleges that Verizon lured FairPoint into the
transaction so it could rid itself of its aging networks and focus
on markets more profitable than traditional landlines.  It further
claims that Verizon took advantage of delays in regulatory
approval for the deal to cannibalize business customers and
stopped performing routine maintenance on the assets that
FairPoint was acquiring.

                   About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- owns and operates local exchange
companies in 18 states offering advanced communications with a
personal touch, including local and long distance voice, data,
Internet, television and broadband services.  FairPoint is traded
on the New York Stock Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 09-16335) on Oct. 26, 2009.  Rothschild
Inc. is acting as financial advisor for the Company; AlixPartners,
LLP, as the restructuring advisor; and Paul, Hastings, Janofsky &
Walker LLP is the Company's counsel.  BMC Group is the claims and
notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities, $2.91
billion in total long-term liabilities, and $1.23 million in
stockholders' equity.

Andrews Kurth is counsel to the Official Committee of Unsecured
Creditors.  Altman Vilandrie is the operational consultant to the
Creditors' Committee.  Verrill Dana is the Creditors' Committee's
special regulatory counsel.  Jeffries serves as the Creditors'
Committee's financial advisor.

FairPoint on Jan. 24, 2011, successfully completed its balance
sheet restructuring and emerged from Chapter 11.  As a result of
the restructuring, FairPoint reduced its outstanding debt by
roughly 64%, from roughly $2.8 billion -- including interest rate
swap liabilities and accrued interest -- to roughly $1.0 billion.
In addition, the Company has a $75 million revolving credit
facility available for working capital and general corporate
purposes.  Existing stock in the Company was cancelled and holders
did not receive any distributions.


FAIRPOINT COMMUNICATIONS: Former Creditors Sue Verizon for $2BB
---------------------------------------------------------------
Abigail Rubenstein at Bankruptcy Law360 reports that former
creditors of FairPoint Communications Inc. slapped Verizon
Communications Inc. with a $2 billion fraudulent transfer suit
Friday in North Carolina, claiming the telecom giant drove
FairPoint to bankruptcy by luring it into the "disastrous"
purchase of outdated telephone infrastructure.

According to Law360, the lawsuit, filed by a group called the
FairPoint Communications Inc. Litigation Trust, maintains that
Verizon duped the company into taking on $2.5 billion in debt to
acquire Verizon's conventional landlines and DSL technologies in
Maine, New Hampshire and Vermont in 2008.

                     About FairPoint Communications

FairPoint Communications, Inc. (NasdaqCM: FRP) --
http://www.fairpoint.com/-- owns and operates local exchange
companies in 18 states offering advanced communications with a
personal touch, including local and long distance voice, data,
Internet, television and broadband services.

FairPoint and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 09-16335) on Oct. 26, 2009.  Rothschild
Inc. served as financial advisor for the Company; AlixPartners,
LLP, as the restructuring advisor; and Paul, Hastings, Janofsky &
Walker LLP as the Company's counsel.  BMC Group served as the
claims and notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities, $2.91
billion in total long-term liabilities, and $1.23 million in
stockholders' equity.

Andrews Kurth served as counsel to the Official Committee of
Unsecured Creditors.  Altman Vilandrie served as the operational
consultant to the Creditors' Committee.  Verrill Dana served as
the Creditors' Committee's special regulatory counsel.  Jeffries
served as the Creditors' Committee's financial advisor.

FairPoint Communications on Jan. 24, 2011, successfully completed
its balance sheet restructuring and emerged from Chapter 11.  As a
result of the restructuring, FairPoint reduced its outstanding
debt by roughly 64%, from roughly $2.8 billion -- including
interest rate swap liabilities and accrued interest -- to roughly
$1.0 billion.  In addition, the Company obtained a $75 million
revolving credit facility available for working capital and
general corporate purposes.  Existing stock in the Company was
cancelled and holders did not receive any distributions.


FENTON SUB: Wants Plan Filing Period Extended Until Feb. 6
----------------------------------------------------------
Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC ask the U.S.
Bankruptcy Court for the District of Minnesota to extend their
exclusive periods to file a plan and to solicit acceptances of the
plan until Feb. 6, 2012, and April 6, 2012.

The Court will hold a hearing n Nov. 9, 2011, at 9:00 a.m. to
consider the motion.  Any response to the motion must be filed and
served no later than Nov. 4, 2011.

The Debtors tell the Court that the extension is needed in order
to prepare a plan with enough detail to convince the Special
Servicer for the Lender that, rather than seeking to lift the stay
and foreclose on the properties, it should allow partial
defeasance of the Pool D Properties such that the Debtors can
pursue the sales of individual properties in order to ensure that
creditors other than just the Lender receive a distribution.

A copy of the joint motion is available for free at:

           http://bankrupt.com/misc/fentonsub.dkt60.pdf

        About Fenton Sub Parcel D and Bowles Sub Parcel D

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

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

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

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

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

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


FILENE'S BASEMENT: Proposes Hilco, Gordon Bros. to Run GOB Sales
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Syms Corp. and subsidiary Filene's Basement LLC,
operators of 46 discount apparel stores, are seeking authority for
liquidators to conduct going-out-of-business sales at all
locations.  Although the company sought bids for the chain, the
only offers came from liquidators.  The best bid, which Syms wants
approved by Nov. 10, came from a joint venture between Hilco
Merchant Resources LLC and an affiliate of Gordon Brothers Group
LLC, Syms said.

According to the report, the joint venture will guarantee Syms a
recovery of 90% of the cost of inventory.  The deal assumes a $65
million aggregate cost of the merchandise.  Once the liquidators
recover costs of the sale, the guarantee, and a 5% fee, the excess
will be shared, with 60% going to Syms and 40% to the liquidators.
The liquidators will complete the sales by Jan. 31, although they
require approval of the agency agreement by Nov. 10 to ensure they
are running the GOB sales by the Friday after Thanksgiving.

                      About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy
protection(Bankr. D. Del. Case No. 09-11525) in August 1999.
Filene's Basement was bought by a predecessor of Retail Ventures,
Inc., the following year.  Retail Ventures in April 2009
transferred the unit to Buxbaum.  The Debtor was formally renamed
to FB Liquidating Estate, following the sale of all of its assets
to Syms Corp. in June 2009.

Syms Corp., and its Filene's Basement affiliate, filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 11-13511) on
Nov. 2, 2011, in Wilmington, Delaware bankruptcy court to wind
down operations.  Syms will sell inventory and real estate and
shut down.

The liquidation of stores is expected to run through approximately
January 2012.  Syms and Filene's Basement are seeking court
approval to retain an agent to handle the liquidation of
merchandise and for authorization to conduct going out of business
sales.  They are also seeking court approval for Cushman &
Wakefield to assist in the sale of company-owned real estate,
Rothschild to serve as financial advisor, Skadden, Arps, Slate,
Meagher & Flom as bankruptcy counsel and Alvarez & Marsal as
restructuring advisors, with A&M Managing Director Jeff Feinberg
to serve as President and Chief Operating Officer.


FILENE'S BASEMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Filene's Basement, LLC
        fka SYL, LLC
            SYL Inc.
        One Syms Way
        Secaucus, NJ 07094

Bankruptcy Case No.: 11-13511

Debtor-affiliates that filed separate Chapter 11 petitions:

        Debtor                          Case No.
        ------                          --------
Syms Corp.                             11-13512
Syms Clothing, Inc.                     11-13513
Syms Advertising Inc.                   11-13514

Type of Business: Filene's Basement, also called The Basement,
                  is the oldest off-price retailer in the
                  United States.  The Basement focuses on
                  high-end goods and is known for its
                  distinctive, low-technology automatic
                  markdown system.

                  Web site: http://www.filenesbasement.com/

Chapter 11 Petition Date: Nov. 2, 2011

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

Judge: Kevin J. Carey

Debtors' Counsel: Mark S. Chehi, Esq.
                  SKADDEN ARPS SLATE MEAGHER & FLOM LLP
                  One Rodney Square, P.O. Box 636
                  Wilmington, DE 19899-0636
                  Tel: (302) 651-3000
                  Fax: (302) 651-3160
                  E-mail: mark.chehi@skadden.com

                            - and -

                  Jay M. Goffman, Esq.
                  Mark A. McDermott, Esq.
                  David M. Turetsky, Esq.
                  SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                  Four Times Square
                  New York, NY 10036-6522
                  Tel: (212) 735-3000
                  Fax: (212) 735-2000
                  E-mail: jay.goffman@skadden.com
                          mark.mcdermott@skadden.com
                          david.turetsky@skadden.com

Debtors'
Investment
Banker:           ROTHSCHILD INC.

Debtors'
Real Estate
Financial
Advisor:          CUSHMAN AND WAKEFIELD SECURITIES, INC.

Debtors'
Claims, Noticing,
Soliciting and
Balloting Agent:  KURTZMAN CARSON CONSULTANTS LLC

Lead Debtor's
Estimated Assets: $1 million to $10 million

Lead Debtor's
Estimated Debts: $50 million to $100 million

The petitions were signed by Gary Binkoski, authorized
representative of Filene's Basement, LLC.

Filene's Basement's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Pension Benefit Guarantee          Pension            Unknown
Corporation
1200 K Street N.W., Suite 340
Washington, DC 20005-4026

Phillips-Van Heusen Corp           Accounts Payable    $846,006
200 Madison Avenue
New York, NY 10016

Murray Klein Stanley Zabar         Property Lease      $660,742
2245 Broadway (at 80th Street)
New York, NY 10024

Teachers Insurance and             Property Lease      $571,368
Annuity Association of
America-College Retirement
Equities Fund
730 Third Avenue
New York, NY 10017

Rosenthal & Rosenthal              Factor              $519,729
1370 Broadway
New York, NY 10018

4 USS LLC                          Property Lease      $448,435
c/o Vornado Realty Trust
888 Seventh Ave.
New York, NY 10019

Teachers Insurance and             Property Lease      $349,180
Annuity Association of
America-Real Estate Account
730 Third Avenue
New York, NY 10017

Quest 28 Millbury LLC              Property Lease       $323,651
c/o Rabina Properties LLC
670 Whites Plains Road
Suite 305
Scarsdale, NY 10583

L. Friedland and M. Friedland      Property Lease       $293,749
22 East 65th
New York, NY 10021

American Freeholds                 Property Lease       $286,890
70 Grosvenor Street
London W1K 3JP
United Kingdom

Cejon, Inc.                        Accounts Payable     $219,569

JLP-Aventura, LLC                  Property Lease       $214,653

LC Libra, LLC                      Accounts Payable     $184,589

CK Jeans                           Accounts Payable     $176,430

CPT NP Building, LLC               Property Lease       $159,141

Manhasset Venture, LLC             Property Lease       $147,991

VNO Bergen Mall LLC                Property Lease       $146,774

Appareltex USA Inc                 Accounts Payable     $143,448

Bridal and Company                 Accounts Payable     $141,000

Hanesbrands Inc.                   Accounts Payable     $122,148
Attn: Rops


FIRSTLIGHT POWER: Moody's Junks Rating on 2nd Lien Facilities
-------------------------------------------------------------
Moody's Investors Service downgraded Firstlight Power's (FLP)
ratings to B2 and Caa1 from B1 and B3, respectively, on its 1st
lien and 2nd lien credit facilities and also downgraded Firstlight
Hydro's (FLH) rating to B1 from Ba3 on its senior secured bonds.
The rating outlook remains negative.

The rating downgrades reflect the weak historical consolidated
credit metrics, expiration of attractive hedges at the end of 2011
and FLP's large wholesale market exposure in a challenging market
environment. For 2010, FLP had low consolidated debt service
coverage ratio of 0.78 times and FFO/Debt of 4.0%, according to
Moody's calculations. FLP's performance was negatively impacted by
an extended outage at the 1,080 MW Northfield Mountain project
that result in foregone revenues and substantial outage related
costs. While financial metrics improved to DSCR of 1.1 times and
11% FFO/Debt in the last twelve months ending June 2011, Moody's
expects that these metrics are likely to weaken again beyond 2011.
Since mid-2010, forward prices in the region have dropped roughly
10-15%. Given FLP's highly leveraged position and current outlook
for capacity and energy prices, Moody's expects likely financial
covenant violations and potential cash shortfalls starting in 2012
if substantial sponsor support is not available. While potential
covenant defaults in 2009 and 2010 were cured or avoided by
significant equity contributions, Moody's does not view sponsor
support as being unlimited.

The rating action also reflects the downsizing of FLP's $70
million revolving credit facility to $3 million in July 2011 and
the expiration of the facility on November 1, 2011. The reduction
and elimination of the revolver reduces FLP's standalone liquidity
and increases FLP's reliance on its sponsor for its liquidity
needs.

Additionally, the rating downgrades incorporate rising refinancing
risk with FLP's 1st lien and 2nd lien debt maturities in November
2013 and 2014, respectively. Given the difficult merchant market
conditions and FLP's highly leveraged consolidated profile,
Moody's views a refinancing at FLP as very challenging if
additional sponsor support is not available.

The negative outlook reflects Moody's expectation of weakening
financial metrics, large merchant exposure in a difficult market
environment, refinancing risk in 2013-2014 and the potential for
financial covenant violations in 2012 and onward. The negative
outlook also considers some uncertainties regarding continuing
sponsor support given the likely significant need by FLP.

The rating is likely to move down if FLP's consolidated credit
profile declines further, if FLP's projects incur additional
operational problems, if credit metrics weaken substantially or if
covenants are violated. The ratings could drop multiple notches if
sponsor support is reduced or eliminated.

The rating is unlikely to move up in the near term. However, FLP's
rating could stabilize if FLP were to execute new long term
contracts, permanently resolve the potential for future covenant
violations, and improve its credit metrics.

The last rating action took place on July 22, 2010, when Moody's
affirmed FLP's B1 and B3 ratings on its 1st lien and 2nd lien
credit facilities, and also affirmed FLH's Ba3 rating on senior
secured bonds.

FirstLight Power Resources, Inc. owns and operates 1,442 MW of
merchant based electric generating facilities located in
Connecticut and Massachusetts. FLP's wholly-owned subsidiary
FirstLight Hydro Generating Company, owns 1,296 MW (out of FLP's
1,442 MW) of predominately hydroelectric generating facilities
including two pumped storage hydro units, eleven conventional and
run-of-river hydro units, and one internal combustion peaking
facility. FLP's portfolio also includes a 146 MW coal-fired
generating station (Mt. Tom) held in a separate subsidiary. FLP is
indirectly owned by International Power, which is 70% owned by
French energy company GDF Suez SA.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.


FIRSTPLUS FINANCIAL: NJ Prosecutors Charge Mob of Looting $12MM
---------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that prosecutors
unsealed a sweeping indictment Tuesday in New Jersey accusing 13
individuals, including two connected to the Lucchese crime family,
of using extortion to take over and plunder $12 million from
FirstPlus Financial Group Inc. while lying to investors of the
now-bankrupt Texas lender.

Law360 relates that Lucchese member Nicodemo S. Scarfo and
associate Salvatore Pelullo threatened FirstPlus board members in
order to seize control of the company, and then looted it through
a series of fraudulent consulting agreements and acquisitions of
Scarfo- and Pelullo-controlled companies.

                   About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. --
http://www.firstplusgroup.com/-- (Pink Sheets: FPFX) is a
diversified company that provides commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company has three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., has three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development has one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended plan of
reorganization was confirmed in that case in April 2000.

The Company filed for Chapter 11 protection on June 23, 2009
(Bankr. N.D. Tex. Case No. 09-33918).  Aaron Michael Kaufman,
Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, serve as counsel.  The Debtor has total assets of
$15,503,125 and total debts of $4,539,063 as of June 30, 2008.
FirstPLUS Financial Group disclosed $1,264,637 in assets
and $10,347,448 in liabilities as of the Chapter 11 filing.

Matthew D. Orwig was appointed as the Chapter 11 trustee in the
Debtor's cases.  He is represented by Peter A. Franklin, Esq., and
Erin K. Lovall, Esq. -- pfranklin@fslhlaw.com -- at Franklin
Skierski Lovall Hayward LLP.  Franklin Skierski was elevated to
lead counsel from local counsel in the stead of Jo Christine Reed
and SNR Denton US, LLP, due to the maternity leave of Ms. Reed.


FREDDIE MAC: To Draw $6-Bil. from Treasury to Eliminate Deficit
---------------------------------------------------------------
Federal Home Loan Mortgage Corporation filed with the U.S.
Securities and Exchange Commission its Quarterly Report on Form
10-Q reporting a net loss of $4.42 billion on $24.58 billion of
total interest income for the three months ended Sept. 30, 2011,
compared with a net loss of $2.51 billion on $27.38 billion of
total interest income for the same period a year ago.

The Company also reported a net loss of $5.88 billion on $75.64
billion of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $13.91 billion on
$83.91 billion of total interest income for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.17
trillion in total assets, $2.17 trillion in total liabilities and
a $5.99 billion total deficit.

The Federal Housing Finance Agency, as conservator to Freddie Mac,
intends to submit a $6 billion draw request to the U.S. Treasury
in order to eliminate its comprehensive loss of $4.4 billion for
the third quarter of 2011 as well as pay quarterly dividend
payment of $1.6 billion to Treasury on the Company's senior
preferred stock.

"The weak labor market and fragile economy continue to weigh
heavily on the single-family market, causing many potential buyers
to sit on the sidelines or opt to rent despite high affordability
and record low mortgage rates," said Freddie Mac Chief Executive
Officer Charles E. Haldeman, Jr.  "While this put a damper on home
buying, hundreds of thousands of borrowers were able to refinance
into lower mortgage rates or shorter mortgage terms in the third
quarter.  In fact, the borrowers we helped to refinance will save
an average of $2,500 in interest payments during the next year.
Looking ahead, we expect the tepid recovery to continue to put
downward pressure on house prices into early next year."

"Our financial performance in the third quarter was impacted by
the weak housing market, as well as challenging financial market
conditions," said Haldeman.

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

                        http://is.gd/iJUNtd

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


FRIENDLY ICE CREAM: Gains Final Approval for $71.3 Million Loan
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Friendly Ice Cream Corp. received final authorization
Nov. 2 from the bankruptcy court to borrow up to $71.3 million
from lenders where Wells Fargo Capital Finance Inc. serves as
agent for existing lenders.  One day into Chapter 11, Friendly was
given interim authority to borrow $50.6 million.  The company was
also authorized in bankruptcy court this week to sell the business
at auction on Dec. 22. Before the Chapter 11 filing on Oct. 5,
Friendly negotiated for an affiliate of the existing owner Sun
Capital Partners Inc. to buy the operation in exchange for debt.

Lisa Uhlman at Bankruptcy Law360 reports that Wells Fargo Capital
Finance Inc. fought back Monday against Friendly Ice Cream Corp.
creditors' objections to a $70 million debtor-in-possession
financing package for the Company, claiming that making any more
concessions would put the finance lender?s interests in jeopardy.

                       About Friendly Ice Cream

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

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

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

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

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

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


FRIENDLY ICE CREAM: Wins Court OK to Kick Off Asset Auction
-----------------------------------------------------------
Friendly Ice Cream Corp. extended the sale timeline and got court
permission to sell its homey chain of restaurants at a Dec. 22
bankruptcy auction, which will feature a lead bid from current
owner Sun Capital Partners Inc., Dow Jones' DBR Small Cap reports.

An affiliate of private equity firm Sun Capital Partners Inc. will
kick off the bidding with an as-yet-undisclosed offer, Lance
Duroni at Bankruptcy Law360 reports.

Judge Gross signed off on the auction proceedings after Friendly
settled a dispute with its creditors committee, according to
Bankruptcy Law360.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Friendly will sell the business at an auction on Dec.
22, about three week later than the company originally proposed.

According to the Bloomberg report, as approved by the bankruptcy
judge, competing bids are due Dec. 20.  The hearing for approval
of the sale will take place Dec. 29.

                      About Friendly Ice Cream

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

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

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

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

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

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


GREAT ATLANTIC: Gets $490MM Commitment for Reorganization Plan
--------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc. has entered into an
agreement to receive $490 million of debt and equity financing
from private investors comprised of The Yucaipa Companies LLC,
Mount Kellett Capital Management LP and investment funds managed
by Goldman Sachs Asset Management, L.P.  The agreement is subject
to approval of the U.S. Bankruptcy Court for the Southern District
of New York.

The agreement with these investors will enable A&P to complete the
restructuring of its balance sheet and emerge from Chapter 11 as a
private entity in early 2012.  The investment will form the basis
of A&P's plan of reorganization, which the Company anticipates
filing prior to November 14.

"This investment commitment is a very important step in A&P's
financial and operational turnaround," said A&P's President and
Chief Executive Officer Sam Martin.  "It positions us for a bright
future with solid financial backing from sophisticated investors
who know our company and industry well, and who also share our
vision for A&P's future."

Mr. Martin continued: "We have been working diligently over the
last year to execute a successful turnaround at A&P by enhancing
the value and in-store experience we provide to our customers and
by successfully driving substantial efficiencies across our
operations and supply chain to reduce our cost structure.  Going
forward, these investors are committed to supporting further
operational and service improvements.  With this fresh capital
investment and the Court's approval of our plan of reorganization,
we anticipate emerging from Chapter 11 early next year in a much
stronger competitive and financial position."

Following the closing of the transaction and the Company's
emergence from Chapter 11, A&P's current Board of Directors will
be dissolved, and a new Board of Directors will be appointed in
accordance with the terms of the plan of reorganization.

During the Company's exit process, A&P intends to continue to
operate its stores normally with the excellent products and
service customers expect.

A&P and its subsidiaries filed voluntary Chapter 11 petitions on
December 12, 2010.

                  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.


GSC GROUP: Black Diamond Entities Lose Bid to Lodge Late Claims
---------------------------------------------------------------
Ben James at Bankruptcy Law360 reports that entities controlled by
the Black Diamond Capital Management LLC affiliate that purchased
GSC Group Inc.'s assets in July lost their bid Monday to assert
late claims against the GSC debtors.

According to Law360, U.S. Bankruptcy Judge Arthur Gonzalez shot
down a motion from GSC Recovery IIA GP LP and GSC Recovery III GP
LP -- which court documents said are now controlled by Black
Diamond affiliate GSC Acquisition Holdings LLC because of the
asset sale -- and other general partners to deem late claims
timely filed.

                          About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- was a private equity firm that specialized
in mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group Inc. filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B. Solow,
Esq., at Kaye Scholer LLP, served as the Debtor's bankruptcy
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtor's notice
and claims agent.  Capstone Advisory Group LLC served as the
Debtor's financial advisor.  The Debtor estimated its assets at
$1 million to $10 million and debts at $100 million to $500
million as of the Chapter 11 filing.

Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors.  The Chapter
11 trustee tapped Shearman & Sterling LLP as his counsel, and
Togut, Segal & Segal LLP as his conflicts counsel.

No committee of unsecured creditors has been appointed in the
case.

The Chapter 11 trustee completed the sale of business on July 26
and filed a liquidating Chapter 11 plan and explanatory disclosure
statement in late August.  The bankruptcy court authorized the
trustee to sell the business to Black Diamond Capital Finance LLC,
as agent for the secured lenders.  Proceeds were used to pay
secured claims.  The price paid by the lenders' agent was designed
for full payment on $256.8 million in secured claims, with $18.6
million cash left over.  Black Diamond bought most assets with a
$224 million credit bid, a $6.7 million note, $5 million cash, and
debt assumption.  A minority group of secured lenders filed an
appeal from the order allowing the sale.  Through a suit in state
court, the minority lenders failed to halt Black Diamond from
completing the sale.

The Chapter 11 Trustee and Black Diamond have filed rival
repayment plans for GSC Group.  The Trustee's Plan cautioned there
can be no assurance that general unsecured creditor recoveries
will not be higher or lower than the estimated recovery of between
42% and 84%.  Black Diamond's Plan projects between 31% and 43%
recovery.  Court papers filed by Black Diamond indicate the
Trustee's Plan provides 17% and 26% recovery.

The confirmation hearing is set for Nov. 18.

Adam Goldberg, Esq., and Douglas Bacon, Esq., at Latham & Watkins,
represent Black Diamond Capital Management, LLC, as counsel.


H&S JOURNAL: Hearing on Plan Outline Continued Until Nov. 15
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has continued until Nov. 15, 2011, at 10:00 a.m., the hearing to
consider adequacy of the Disclosure Statement explaining H&S
Journal Square Associates LLC's Chapter 11 Plan.

As reported in the Troubled Company Reporter on Sept. 26, 2011,
the Plan contemplated the sale of the Debtor's property at 912-921
Bergen Avenue, in Jersey City, New Jersey.  The Debtor believes
the sale will generate sufficient proceeds to pay creditors in
full, or at least provides the opportunity for full payment
depending on the ultimate sale price.

The Debtor will retain Eastern Consolidated, a well-known
commercial broker in New York, to assist in locating a "stalking
horse" buyer.  The closing of the sale will provide the funds
needed by the Debtor to fully implement the Plan, which
principally involves addressing the first mortgage claim held by
CA 912-921 Bergen Avenue LLC, as successor to Oritani Savings
Bank.

The focus of the Plan is a two-step process to address the claims
of the first mortgage.  In the first instance, the Debtor will
cure all prepetition mortgage arrears accruing prior to the
acceleration of the mortgage on August 5, 2009, together with any
other additional defaults following a reconciliation of the
application of rents being collected by Oritani, and now CA, under
a voluntary non-court appointed receivership scenario.  Upon the
cure, the Mortgage will be deemed reinstated, and the consequences
flowing from acceleration will be reversed including, most
importantly, the imposition of default interest of 20% per annum
on the accelerated debt after August 5, 2009.  In phase two of the
Plan, the Property will be sold through a court-approved auction
process following confirmation, whereupon the reinstated mortgage
balance of $14,077,715 will be paid in full together with any
additional charges or other allowed costs associated therewith.

Under the Plan, claims filed against the Debtor are classified and
treated as:

   * Class 1 - CA Secured Claim.  The Debtor will cure all amounts
     due and owing in connection with CA Note and Mortgage prior
     to the acceleration on August 5, 2009, plus pay late charges
     and unfunded escrows, all totaling $366,271.  To the extent
     any other arrears exist after August 5, 2009, they will be
     paid as well calculated at the non-default interest rate of
     5.875%.  Upon full cure of arrears, the CA Note and Mortgage
     will be deemed reinstated.  Once cured and reinstated, the CA
     Note and Mortgage will continue to be a first lien and
     security interest encumbering the Debtor's Property and will
     be subsequently paid and satisfied in full.

   * Class 2 - Governmental Units Claims.  Any allowed claims of
     Governmental Units will be paid in full with statutory
     interest.

   * Class 3 - Allowed Valid Construction Liens Claims.  Any
     allowed Class 3 construction lien claims will be paid in full
     with interest at the federal judgment rate of interest.

   * Class 4 - Allowed General Unsecured Claims.  Holders of
     allowed Class 4 claims will be paid a pro rata dividend up to
     100% of their allowed claims with interest at the federal
     judgment rate based on calculation of the remaining Net
     Proceeds, after payment of all Allowed Administrative
     Expenses and Class 2 and 3 Claims, divided by the total
     amount of Allowed Claim 4 claims, anticipated to aggregate
     $1.6. million, including the balances owed to the Lots Store
     Trustee of approximately $1.2. million.

   * Class 5 - Equity Interests of Haskel Dweck and Scott Dweck.
     The Debtor's equity holders will divide any remaining surplus
      pursuant to any agreement that exist between themselves.

A full-text copy of the Disclosure Statement, dated Sept. 15, is
available for free at http://ResearchArchives.com/t/s?76fd

               About H&S Journal Square Associates

Based in Jersey City, New Jersey, H&S Journal Square Associates
LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-11623) on April 6, 2011.  Kevin J. Nash, Esq., and J.
Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, in New
York, represents the Debtor.  The Debtor disclosed $20,799,032 in
assets, and $18,944,510 in debts.


HARRISBURG, PA: Can Pay Ordinary Course Bills, Judge Says
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the mayor of Harrisburg, Pennsylvania, although she
opposes having the city in bankruptcy, was given authority by the
bankruptcy judge at a hearing Nov. 1 to pay ordinary bills.
The judge agreed to sign a "comfort order", even though she said
cities in Chapter 9 municipal bankruptcy can pay their regular
bills without court authorization.  Mayor Linda D. Thompson sought
a comfort order because some suppliers were squeamish about taking
money for old debt or supplying goods or services on credit.

Mr. Rochelle notes the mayor is among those set to appear in
bankruptcy court on Nov. 23 to argue in favor of dismissing the
bankruptcy as being unauthorized and impermissible under
Pennsylvania law.

                       About Harrisburg, PA

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.

Two days after the Chapter 9 filing on Oct. 11, the state of
Pennsylvania filed a motion to dismiss the case as being
unauthorized. Later, the state adopted a new law allowing the
governor to appoint a receiver who may join those seeking
dismissal.

Harrisburg Mayor Linda D. Thompson also object 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.


HARRISBURG, PA: Mayor Optimistic City Can Avoid State Takeover
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Harrisburg, Pa.,
Mayor Linda Thompson said she was optimistic a state takeover of
the city's finances scheduled for later this month would not be
necessary.

                 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.

Two days after the Chapter 9 filing on Oct. 11, the state of
Pennsylvania filed a motion to dismiss the case as being
unauthorized. Later, the state adopted a new law allowing the
governor to appoint a receiver who may join those seeking
dismissal.

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.


HAZLETON GENERAL HOSPITAL: Moody's Raises Bond Rating From 'Ba1'
----------------------------------------------------------------
Moody's has upgraded the bond rating for Hazleton General Hospital
(HGH) and Hazleton-St. Joseph Medical Center (HSJ) (PA) to Baa3
from Ba1, affecting $21 million in rated debt as listed at the end
of this report. Hazleton General Hospital guarantees the bonds
issued for Hazleton-St. Joseph and operates under the parent,
Greater Hazleton Health Alliance (GHHA). The rating outlook is
stable.

RATINGS RATIONALE

The rating upgrade is based on a fourth year of consistent
improvement in operating margins and second year of very strong
margins and significant growth in unrestricted investments,
resulting in a strong balance sheet and debt measures.
Additionally, the Baa3 rating is based on a leading market
position in the primary service area, moderate capital needs over
the next several years, minimal debt structure risk and a
conservative investment allocation. These strengths are offset by
risks related to the hospital's moderate revenue and admissions
base, including a high dependency on a small medical staff for
admissions and growing investments in physician employment,
competition in the broader secondary service area, history of
declines and variability in inpatient admissions, and concentrated
payer mix.

STRENGTHS

- Fourth year of consistently improving operating margins, with
two years of very strong margins, averaging 10% operating margin
and 18% operating cashflow margin, as a result of several years of
sizable revenue enhancement and cost reduction initiatives;
despite volume declines, revenue grew 9% in fiscal year 2010 and
6% through eight months of fiscal year 2011

- Strong and improved balance sheet measures and liquidity with
223 days cash on hand as of August 31, 2011 compared to a low
point of 79 days cash on hand as of fiscal year end (FYE) 2008 as
a result of improved operating performance and moderate capital
spending; cash provides a good 171% coverage of debt

- Conservative asset allocation with almost 70% cash and fixed
income securities; all unrestricted investments can be liquidated
within a month

- Dominant market position with 69% market share in its primary
service area of Hazleton, Pennsylvania; limited hospital and
physician group competition

- Modest debt level and manageable future capital spending with no
debt plans, resulting in very good peak debt service coverage of
7.4 times and favorably low 1.7 times debt-to-cash flow based on
FY 2010 results

- Conservative debt structure with 100% fixed rate debt and no
exposure to derivatives

CHALLENGES

- Declining admissions trends in four of the last five years as a
result of growing observation stay volume and the local economy;
additionally, surgeries are down significantly in eight months of
2011

- Risks related to the hospital's modest revenue base and
admissions, including dependency on top physicians for a large
portion of volumes (top ten physicians account for a high 61% of
admissions) and increasing investments to employ physicians in
order to meet recruiting goals

- Concentrated payer mix with high dependency on Blue Cross (22%
of gross revenue) and higher than average Medicaid and self-pay
(combined 17%)

- Comprehensive debt level is double direct debt level, reflecting
an unfunded pension (68%) and some lease obligations

- Challenged service area demographics with an expected decline in
population, an aging population and high percentage of Medicare,
high unemployment and low income levels relative to the state and
national medians

- Unionized hospital and home health staff present some risk
although favorable three-year union contracts were negotiated in
2009

OUTLOOK

The stable outlook reflects Moody's belief that GHHA will be able
to sustain recent improvement and that cash will be maintained
given operating improvement and manageable capital plans.

WHAT COULD MAKE THE RATING GO UP

Multiple years of sustained improvement in operations, given
economic challenges; stability of inpatient volumes and consistent
growth in outpatient visits and surgeries; continued growth in
revenue to reduce risks and variability related to the hospital's
modest size; maintenance of balance sheet and liquidity levels
with no material additional debt issuance

WHAT COULD MAKE THE RATING GO DOWN

Significant volume losses resulting in material decline in
operating performance, loss of physicians or increase in
competition within the service area; decline in unrestricted cash
and investments and liquidity; additional borrowing or sizeable
capital plans

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


HEALTH MANAGEMENT: Moody's Rates Credit Facilities at 'Ba3'
-----------------------------------------------------------
Moody's Investors Service assigned Ba3 (LGD 3, 34%) ratings to
Health Management Associates, Inc.'s (Health Management) proposed
senior secured credit facilities, consisting of a $500 million
revolver, a $1.0 billion term loan A and a $1.2 billion term loan
B, and a B3 (LGD 5, 86%) rating to the company's proposed issuance
of senior unsecured notes. Moody's also affirmed Health
Management's B1 Corporate Family and Probability of Default
Ratings. Moody's understands that the proceeds of the proposed
debt will be used to refinance the company's existing senior
secured credit facility and the debt recently added at the
subsidiary level to fund the acquisition of the seven Tennova
facilities in east Tennessee. Moody's will withdraw the ratings on
the existing credit facility at the close of the transaction.
Concurrently, Moody's revised Health Management's rating outlook
to stable from positive. Finally, Moody's also assigned a
Speculative Grade Liquidity Rating of SGL-2.

The rating actions are subject to the conclusion of the
transaction as proposed and Moody's review of final documentation.

Ratings assigned:

$500 million senior secured revolver expiring 2016, Ba3 (LGD 3,
34%)

$1,000 million senior secured term loan A due 2016, Ba3 (LGD 3,
34%)

$1,200 million senior secured term loan B due 2018, Ba3 (LGD 3,
34%)

$1,000 million senior unsecured notes due 2019, B3 (LGD 5, 86%)

Speculative Grade Liquidity Rating, SGL-2

Ratings affirmed:

Corporate Family Rating, B1

Probability of Default, B1

Ratings unchanged and to be withdrawn at the close of the
transaction:

$500 million first lien senior secured revolver expiring 2013, B1
(LGD 3, 47%)

$2,750 million senior secured term loan due 2014, B1 (LGD 3, 47%)

RATINGS RATIONALE

Health Management's B1 Corporate Family Rating reflects Moody's
expectation that leverage will remain considerable as the company
continues to use available cash to pursue acquisition
opportunities in lieu of debt repayment. Earnings and cash flow
are expected to benefit from the expansion of margins at recently
acquired facilities and result in improvements in credit metrics
following the current refinancing. Further, while the ratings
reflect Moody's acknowledgement of Health Management's ability to
post continued growth despite pressures on the sector, Moody's
anticipates that the difficult operating environment,
characterized by weak volume trends and increases in uncompensated
care costs will continue. Additionally, Moody's believes that
uncertainty around continued increases in Medicare reimbursement
stemming from both healthcare reform legislation and initiatives
to reduce the Federal deficit could pressure revenue growth in the
longer term.

The stable outlook reflects Moody's expectation that the company
will be able to grow earnings and improve leverage and interest
coverage metrics as operating results at recently acquired
facilities continue to improve. The rating also incorporates
Moody's expectation that the company will remain active in the
pursuit of additional acquisitions but balance the use of
available cash and cash flow with incremental debt to fund
subsequent transactions.

Moody's could upgrade Health Management's rating if the company
can continue to improve credit metrics in the face of industry
headwinds and the challenges of integrating recent and potential
future acquisitions. These challenges include the absorption of
lower margin businesses and increased working capital and capital
spending needs at acquired facilities. More specifically, Moody's
would want to see adjusted debt to EBITDA closer to 4.0 times on a
sustained basis prior to an upgrade.

If metrics decline because of operating difficulties, including
increasing bad debt expenses, pressure on pricing or volume
losses, Moody's could downgrade the rating. Additionally, if the
company were to increase leverage materially for acquisitions or
shareholder initiatives, Moody's could downgrade the rating. More
specifically, the ratings could be downgraded if adjusted debt to
EBITDA was expected to increase and remain above 5.5 times.

For further details refer to Moody's Credit Opinion for Health
Management Associates, Inc. on moodys.com.

The principal methodology used in rating Health Management
Associates, Inc. was the Global For-Profit Hospital Industry
Methodology published in September 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.

Headquartered in Naples, Florida, Health Management is an owner
and operator of acute-care hospitals in non-urban settings. The
company provides inpatient services such as general surgery,
orthopedics and cardiology as well as outpatient services such as
laboratory, imaging and emergency services. In addition, some
facilities also offer specialty services such as open heart
surgery, robotic surgery and MRI scanning. As of September 30,
2011, the company operated 66 hospitals in 15 states. Health
Management recognized approximately $5.4 billion in revenue for
the twelve months ended September 30, 2011.


HEALTH MANAGEMENT: Fitch Rates $2.7-Bil. Bank Facility at 'BB-'
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Health Management
Associates' $2.7 billion proposed bank facility and a 'BB-' rating
to its proposed $1 billion senior unsecured notes.  Proceeds will
be used to refinance existing debt and for general corporate
purposes. Fitch has also affirmed Health Management's ratings,
including the 'BB-' Issuer Default Rating (IDR).  The ratings
apply to approximately $3.1 billion of debt at Sept. 30, 2011. T
he Rating Outlook is Stable.

Health Management's ratings reflect the following main credit
factors:

  -- Financial flexibility has improved in recent years. Debt-to-
     EBITDA dropped to around 4.0 times (x) at the end of 2010
     from 5.4x immediately following a 2007 leveraged
     recapitalization.

  -- Liquidity is solid. Refinancing of the existing bank facility
     will reduce concern about limited headroom under financial
     maintenance covenants and address a 2014 maturity wall.

  -- Organic operating trends in the for-profit hospital industry
     are weak and Fitch expects them to remain so throughout the
     rest of 2011 and into 2012.

  -- Health Management's strategy of growing through hospital
     acquisitions has been successful in augmenting weak organic
     top-line growth in 2010-2011.

Health Management's operating and credit metrics have improved
substantially since the second half of 2008.  A reduction in debt
leverage to around 3.8x at Sept. 30, 2011 has been the result of
solid growth in EBITDA and the application of almost $700 million
of free cash flow (FCF) to debt reduction in 2008-2010.

The current ratings anticipate that debt-to-EBITDA will be
maintained at around 4.0x with periodic spikes due to debt
financing of hospital acquisitions. Fitch does expect that
leverage will increase to around 4.6x at the end of 2011 due to
debt financing of a $525 million acquisition of a seven-hospital
system in Knoxville, TN in third quarter 2011 (3Q'11).

Fitch expects that debt leverage will quickly decline to near 4.0x
in 2012 due to EBITDA growth, mostly contributed by acquired
hospitals, and expected mandatory bank term loan amortization.
Fitch's operating forecast for Health Management projects that the
company will continue to generate FCF of $150 million $200 million
annually, and will prioritize use of cash to fund acquisitions.

Health Management will use proceeds of the proposed debt to
refinance its current bank debt, including a $500 million revolver
($440 million available capacity at Sept. 30, 2011) and a $2.4
billion term loan B.  The term loan B has a sizeable bullet
maturity in 2014.  The proposed bank facility will comprise a $500
million five-year revolver, $1 billion five-year term loan A, and
$1.2 billion seven-year term loan B.  While there is expected to
be scheduled annual amortization of the term loans, the nearest
significant debt maturity will be pushed out to 2016.

Bank debt leverage will decline slightly through the refinancing.
Fitch calculates pro forma leverage through the bank debt of 2.7x
after the refinancing, versus 3.0x in the current debt structure.
The new bank facility will be secured by the stock and assets of
Health Management and substantially all of its operating
subsidiaries on a basis pari passu to the $400 million senior
secured notes due 2016.  Leverage through the $400 million senior
secured notes due 2016 will be about 3.2x. Leverage through the
proposed $1 billion senior unsecured notes will be about 4.5x.

In late 2009, following a hiatus from hospital acquisitions during
an operational turn-around period, Health Management's focus
shifted to growth through hospital acquisitions.  Fitch notes that
the entire for-profit hospital industry is currently in
acquisition mode because of attractive valuations and the need to
deploy excess cash to create shareholder value given weak organic
operating trends.

Health Management acquired about $650 million of annual revenue in
each of 2010 and 2011.  The cumulative $1.3 billion represents
around 30% of the company's 2009 revenue.  Up until 3Q'11, the
company had entirely cash funded its recent acquisitions.  In
3Q'11, however, the company completed its largest transaction to
date, the $525 million acquisition of a seven-hospital system in
Knoxville, TN.  The company obtained a bank loan to partially
finance the transaction. This debt will be refinanced as part of
the proposed bank debt.

Health Management's acquisition strategy is not inconsistent with
the 'BB-' IDR as long as Fitch believes the company is willing and
able to reduce leverage to near 4.0x in the 12-18 months following
debt financing of a transaction.

Throughout 2009 and into 2010, Health Management led the industry
in organic volume growth, demonstrating improvements in physician
recruitment and emergency room management as well as targeted
service line expansions.  While these initiatives continue to
benefit Health Management's results, its growth rates are more in-
line with industry averages now that it has anniversaried the
start of these operational improvement initiatives.  In 3Q'11 the
company's same-hospital admissions declined 1.8% versus the prior
year period, while same-hospital adjusted admissions were up 1%.

Fitch has taken the following actions on Health Management's debt
issue ratings.

  -- IDR affirmed at 'BB-';
  -- Proposed bank facility rated 'BB+', including a $500 million
     revolving credit facility, $1 billion term loan A and $1.2
     billion term loan B;
  -- Senior secured notes affirmed at 'BB+';
  -- Proposed senior unsecured notes rated 'BB-';
  -- Subordinated convertible notes affirmed at 'B'.

Maintenance of a 'BB-' IDR for Health Management will require
debt-to-EBITDA maintained around 4.0x, coupled with a sustained
solid liquidity profile.  There is tolerance for debt to
periodically trend above 4.0x EBITDA for the funding of
acquisitions, as long as Fitch believes the company is willing and
able to reduce debt leverage in the 12-18 months following the
transaction.

Also of concern is the potential for a sustained weak organic
growth trend for the hospital industry, which could erode
profitability and financial flexibility over time.  This would be
particularly concerning if coupled with a more difficult
acquisition environment, making it harder for companies to offset
weak organic growth.  These two dynamics are, however, unlikely to
trend in the same direction.  A positive rating action for HMA is
unlikely in the near term.


HELLER EHRMAN: Files Malpractice Suit Against Greenberg
-------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Heller Ehrman LLP
filed a multimillion-dollar malpractice suit in California on
Monday accusing Greenberg Traurig LLP and a partner there who
represented the liquidating firm prior to its bankruptcy of
failing to fulfill their obligations and thereby worsening the
debtor's bankruptcy outlook.

The suit, which seeks millions in losses Heller Ehrman allegedly
incurred because of Greenberg and partner Leslie D. Corwin's
negligent conduct, is the latest in a string of adversary
proceedings that the firm's plan administrator, Michael Burkart,
has filed, according to Law360.

                         About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.
N.D. Calif., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  The Court confirmed
Heller Ehrman's Plan of Liquidation in September 2010.


HILL TOP: Court Approves Motion for Valuation of Real Property
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
approved in full the motion of Hill Top Farm, Ltd., for valuation
of real property pursuant to 11 U.S.C. Section 506.

The Court ordered that Exhibit "A" attached to the order describes
each real property that is the subject of the motion and also sets
out the Court's determination of the value of each real property
lot.

The value of of each lot as set forth in Exhibit "A" will be
utilized in determining the allowed amount of the 2010 ad valorem
tax claims and for plan purposes.

A copy of the order is available for free at:

           http://bankrupt.com/misc/hilltop.dikt107.pdf

As reported in the TCR on Aug. 5, 2011, Hill Top Farm asked the
Bankruptcy Court to determine that the 2010 value of the real
property is the same as assessed by the appraisal district in
2009, and requests that the Court enter an order valuing the
property, and reducing the taxing authorities' secured claims
relating thereto.

The Debtor relates that the Webb County Appraisal District
annually assesses the value of the Debtor's real property located
in Webb County.  Thereafter, the taxing authorities in Webb County
set their property tax rate and then assess and collect ad valorem
property taxes for themselves.

The Debtor notes that in 2009 and 2011, the Webb County Appraisal
District's valuation of each lot was nearly identical and, for tax
purposes, represent a fair assessment of value.  However, in 2010,
the property value for each lot upon which each ad valorem taxing
authorities' claim is based is inflated and does not reflect
appropriate fair market values.  The values are excessive as is
the resulting tax.

The Debtor also requests that the value be used for plan and/or
tax determination purposes.

                    About Hill Top Farm, Ltd.

San Antonio, Texas-based Hill Top Farm, Ltd., is in the real
estate development business.  The Company filed for Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 10-52526) on
July 2, 2010.  William B. Kingman, Esq., who has an office in San
Antonio, Texas, assists the Company in its restructuring effort.
In its schedules, the Debtor disclosed $17,105,389 in assets and
$4,215,716 in liabilities.

Judy A. Robbins, the U.S. Trustee for Region 7, was unable to
appoint a committee of creditors holding unsecured claims.


HILL TOP: Court Sets Nov. 30 Plan Confirmation Hearing
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas has
approved the disclosure statement dated Aug. 19, 2011, explaining
Hilltop Farm, Ltd.'s plan of reorganization.

The Court fixed Nov. 18, 2011, as the last day for delivering to
the Debtor's counsel ballots evidencing acceptances or rejections
of the Plan.  Nov. 18, 2011, is also fixed as the last day for
filing and serving, pursuant to F.R.B.P. Rule 3020(b)(1), written
objections to the confirmation of the Plan.

The hearing on the confirmation of the Debtor's Plan will be held
on Nov. 30, 2011, at 9:30 a.m.

As reported in the TCR on Sept. 21, 2011, First National Bank,
owed approximately $1,880,000, will, receive from Hill Top,
monthly $14,000 payments of principal and interest, commencing on
Sept. 15, 2012, and continuing monthly thereafter though and until
August 15, 2017.  In addition, Hill Top will secure First
National's release of its lien on any real property lot that is
part of the Hill Top collateral by paying to First National Bank a
release price of $12,000 per lot.  Furthermore, Hill Top will
secure First National's release of its lien on either Hill Top's
two commercial tracts that are part of the Hill Top collateral by
paying to First National Bank a release price of 85% of the net
sales proceeds of the tract being sold.  In addition, when a lot
or commercial tract is sold and the lien thereon is released,
First National Bank will re-calculate the monthly payment due and
owing by amortizing the then principal balance over a period of
120 months and applying an interest rate of 7.5%.

Class 5 Interest Holders will retain their interest in Hill Top.

Current management -- Ray Salinas, Ismael Salinas and Roberto R.
Salinas -- will continue to manage the Debtor's business.

A full-text copy of the Disclosure Statement dated Aug. 19, 2011,
is available for free at:

               http://ResearchArchives.com/t/s?76f4

                    About Hill Top Farm, Ltd.

San Antonio, Texas-based Hill Top Farm, Ltd., is in the real
estate development business.  The Company filed for Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 10-52526) on
July 2, 2010.  William B. Kingman, Esq., who has an office in San
Antonio, Texas, assists the Company in its restructuring effort.
In its schedules, the Debtor disclosed $17,105,389 in assets and
$4,215,716 in liabilities.

Judy A. Robbins, the U.S. Trustee for Region 7, was unable to
appoint a committee of creditors holding unsecured claims.


HOSPITAL DAMAS: Can Use Cash Collateral Until Nov. 30
-----------------------------------------------------
Judge Edward A. Godoy of the U.S. Bankruptcy Court for the
District of Puerto Rico granted Hospital Damas, Inc., and
Banco Popular de Puerto Rico's joint motion for the extension of
postpetition financing and use of cash collateral, through and
including Nov. 30, 2011.

As reported in the Troubled Company Reporter on July 13, 2011,
The U.S. Bankruptcy Court for the District of Puerto Rico entered,
on July 1, 2011, its order granting Hospital Damas, Inc., and
Banco Popular de Puerto Rico's joint motion for the extension of
postpetition financing and use of cash collateral, through and
including Sept. 30, 2011, subject to the Term Sheet being filed by
July 8, 2011, and no oppositions are filed by July 15, 2011.

                       About Hospital Damas

Ponce, Puerto Rico-based Hospital Damas, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. P.R. Case No. 10-08844) on
Sept. 24, 2010.  Charles A. Cuprill-Hernandez, Esq., at Charles A.
Cuprill, P.S.C., Law Offices, serves as the Debtor's bankruptcy
counsel.  Silva CPA Group serves as its financial advisor.
Enrique Peral Law Offices, P.S.C., as special counsel.  FPV
Galindez PSC to will assist in processing and preparing
statistical data required for the preparation of the Medicare cost
report.

In October 2010, the U.S. Trustee appointed five creditors to
serve on the Official Committee of Unsecured Creditors of the
Debtor.  Todd C. Meyers, Esq., and Colin M. Bernardino, Esq., at
Kilpatrick Stockton LLP, represents the Committee as legal
counsel, and Edgardo Munoz, Esq., at Edgardo Munoz, PSC, serves
the Committee as local counsel.

In its schedules, the Debtor disclosed US$24,017,166 in total
assets and US$21,267,263 in total liabilities as of the Petition
Date.


HOVNANIAN ENTERPRISES: Cut by Fitch to 'Restrictive Default'
------------------------------------------------------------
Fitch Ratings has lowered the Issuer Default Rating (IDR) of
Hovnanian Enterprises, Inc. (NYSE: HOV) to Restricted Default (RD)
from 'CCC'.  The downgrade reflects Fitch's view that the debt
exchange of certain of Hovnanian's existing senior unsecured notes
for new senior secured notes is a distressed debt exchange under
Fitch's 'Distressed Debt Exchange Criteria', published Aug. 12,
2011.  Fitch anticipates adjusting the company's IDR to the
appropriate level to reflect the new capital structure within the
next 14 days.

Distressed Debt Exchange: On Oct. 31, 2011, Hovnanian announced
that $141.8 million of existing senior unsecured notes maturing in
2014 and 2015 has been tendered and will be accepted in exchange
for $141.8 million of new 5% senior secured notes due 2021.
Pursuant to the exchange offer, holders of these notes will also
receive a cash payment of $100 for each $1,000 principal amount
that was properly tendered and accepted. The aggregate cash
consideration is $14.2 million.  Additionally, $53.2 million of
existing senior unsecured notes maturing in 2016 and 2017 has been
tendered and will be accepted in exchange for $53.2 million of new
2% senior secured notes due 2021.  A total of $55.3 million of
existing senior unsecured notes were tendered for the new 2%
senior secured notes but only $53.2 million was accepted because
of the maximum new issuance amount of $195 million for the
combined 5% and 2% senior secured notes.

Fitch believes that the exchange offer represents a material
reduction in terms vis-a-vis the terms of the notes being offered
for exchange.  In particular, there is a significant reduction in
interest rate and a lengthy extension of the maturity date. Of
course, the new notes will be secured by a first-priority lien on
the assets of certain subsidiaries that are 'unrestricted
subsidiaries' under the company's existing indentures.  The assets
of these subsidiaries are not collateral for the company's
existing secured indebtedness. In addition, the company also
received requisite consents to eliminate substantially all of the
restrictive covenants and certain of the default provisions
contained in the existing unsecured indentures, impairing the
position of note holders that did not participate in the exchange
offer.  Furthermore, the exchange offer is being initiated as part
of an ongoing restructuring of the company's capital structure to
increase financial flexibility.


HUBBARD PROPERTIES: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Hubbard Properties filed with the Bankruptcy Court for the Middle
District of Florida its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,000,000
  B. Personal Property              $572,058
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $22,030,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,809,228
                                 -----------      -----------
        TOTAL                    $12,572,058      $23,839,228

                     About Hubbard Properties

Hubbard Properties owns tourist and entertainment center John's
Pass Village in Madeira Beach, Florida.  Hubbard Properties said
it owes $22 million to Investors Warranty of America.

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa, Florida, on Jan. 27, 2011.
David S. Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A.
McPheeters, Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve
as bankruptcy counsel.  The Debtor also tapped Bacon & Bacon,
P.A., as special counsel; Tony Buzbee and The Buzbee Law Firm as
special counsel in connection with the assessment and recovery of
the Debtor's BP oil spill claim, Van Middlesworth and Company,
P.A., as accountant; and Claims Strategies Group, LLC, as claim
consultant.  The Debtor disclosed $12,572,058 in assets and
$23,829,629 in liabilities as of the petition date.

Donald F. Walton, U.S. Trustee for Region 21, appointed three
unsecured creditors to the Official Committee of Unsecured
Creditors in the Debtor's case.  Hill, Ward & Henderson, P.A.,
represents the Committee.


IDEARC INC: 5th Cir. Affirms Dismissal of Spencer Committee Appeal
------------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that the U.S. Court
of Appeals for the Fifth Circuit on Tuesday affirmed a Texas
federal court's decision denying an appeal of a bankruptcy court's
confirmation of the plan for Verizon Communications Inc. spinoff
Idearc Inc., calling the shareholders' appeal moot because the
reorganization is already under way.

In a revised opinion that replaced a previous ruling, the Fifth
Circuit affirmed the dismissal of the appeal from the Spencer Ad
Hoc Equity Committee.

A copy of the revised decision dated Nov. 1 is available at
http://is.gd/0je8hmfrom Leagle.com.

As reported in the Troubled Company Reporter on Oct. 20, 2011, the
Fifth Circuit affirmed the district court orders denying the
Spencer ad hoc Equity Committee's (1) appeal of the bankruptcy
court's confirmation order of Idearc, Inc.'s reorganization plan
on the grounds of equitable mootness and (2) motion for a trial de
novo of its fraud claims.

On Dec. 8, 2009, the day before the confirmation hearing on the
Plan, the Spencer Committee filed objections to the confirmation
hearing set for the very next day, alleging fraud in a prior
spinoff of the Debtors from Verizon Communications, Inc.  The
Spencer Committee attempted to assert claims against Verizon and
JPMorgan Chase & Co. and their affiliates, and sought a jury trial
on the issues raised.  Beginning Dec. 9, the bankruptcy court
heard two days worth of arguments regarding the confirmation of
the Plan.  On Dec. 21, the bankruptcy court held a subsequent
confirmation hearing on the Plan.  On Dec. 22, the bankruptcy
court issued its order confirming the Plan, and the Spencer
Committee filed its notice of appeal of the Confirmation Order to
the district court.

On Aug. 18, 2010, the district court granted Idearc's motion to
dismiss the Spencer Committee's appeal of the Confirmation Order
on the grounds of equitable mootness, and denied the Spencer
Committee's motion for a trial de novo of its fraud claims.

The Fifth Circuit held that the district court did not err in
granting Idearc's motion to dismiss the Spencer Committee's appeal
of the Confirmation Order on the grounds of equitable mootness.
The Fifth Circuit pointed out that (1) the Spencer Committee
appeared before the bankruptcy court and did not obtain a stay,
(2) the Plan has been substantially consummated, and (3) the
Spencer Committee's requested relief would adversely impact the
success of the Plan or the rights of third parties not before the
court.

                        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.


JAMESON INNS: Unit Wins Access to Lender's Cash Collateral
----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a Delaware
bankruptcy judge cleared several Jameson Inns Inc. units to use
their mortgage lender's cash collateral on Tuesday, handing them a
short-term lifeline to fund the hotel chain's operations as they
defend against a real estate private equity firm's bid to toss the
case.

JER/Jameson Mezz Borrower II LLC filed for court protection on
Oct. 18 to halt foreclosure from Colony Capital LLC, which loaned
$40 million to the Jameson affiliate.

Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH
Funding LLC, have asked the Bankruptcy Court for relief from the
automatic stay so they may pursue remedies in connection with a
second mezzanine loan.  They noted that the Debtor filed the
Chapter 11 petition a little more than 12-1/2 hours before the
lenders were to conduct an auction of the Debtor's sole assets,
which was pledged to secure a $40 million note, which due to the
Debtor's default approaches roughly $45 million.  The lenders
contend that the Chapter 11 filing was made in bad faith and does
nothing more than hinder and delay the lenders while in no way
benefiting those lenders -- the Debtor's only creditors.

The lenders also assert that the Debtor is not an operating
company and has no ongoing business operations or employees.
Rather, the Debtor was established as a special purpose entity
whose only "business" is to hold the collateral securing the
mezzanine debt and to pay that debt.

                        About Jameson Inns

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put $330
million of debt on the chain to finance the buyout.  At the top of
the list is a $175 million mortgage loan with Wells Fargo Bank NA
serving as special servicer.  There are four tranches of mezzanine
loans, each for $40 million.  The collateral for each of the Mezz
Loans is the equity interest in the entity or entities immediately
below the borrower of each Mezz Loan.  All of the mezzanine loans
matured in August.

JER/Jameson NC Properties LP and JER/Jameson Properties LLC are
borrowers under the loan with Wells Fargo.  The mortgage loan is
secured by mortgages on hotel properties.  The first set of
foreclosure sales were set for Nov. 1, 2011.  The Mortgage
Borrowers have not sought bankruptcy protection.

Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH
Funding LLC, hold the first and second mezzanine loans.  The First
Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I
LLC's 100% interest in the Mortgage Borrowers.

Prior to the maturity default, the Colony JIH Lenders purchased
the Second Mezz Loan from a previous holder.  The Second Mezz Loan
is secured by a pledge of JER/Jameson Mezz Borrower II's 100%
membership interest in the First Mezz Borrower.

Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC
hold a controlling participation interest in the Third Mezz and
Fourth Mezz Loans.  JER Investors Trust Inc. holds the remaining
participation interests in the Third Mezz and Fourth Mezz Loans.
JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers,
owns the 100% equity interest in the Fourth Mezz Borrower.
Gramercy took over its mezzanine borrower in August.

JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent
foreclosure by Colony.  The Chapter 11 filing had the effect of
preventing Colony from wiping out Gramercy's interest.

Seven days later, JER/Jameson Mezz Borrower I LLC filed for
bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011.

Judge Mary F. Walrath presides over the case.  Laura Davis Jones,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as counsel to
both Debtors.

Each of the Debtors estimated $100 million to $500 million in
assets and $10 million to $50 million in debts.  The petitions
were signed by James L. Gregory, vice president.

Colony specializes in real estate and has roughly $34 billion of
assets under management.  Colony is represented in the case by:

          Pauline K. Morgan, Esq.
          John T. Dorsey, Esq.
          Margaret Whiteman Greecher, Esq.
          Patrick A. Jackson, Esq.
          YOUNG CONAWAY STARGATT & TAYLOR LLP
          The Brandywine Building
          1000 West Street, 17th Floor
          Wilmington, DE 19801
          Tel: 302-571-6600
          Fax: 302-571-1253
          E-mail: pmorgan@ycst.com
                  jdorsey@ycst.com
                  mgreecher@ycst.com
                  pjackson@ycst.com

               - and -

          Lindsee P. Granfield, Esq.
          Sean A. O'Neil, Esq.
          Jane VanLare, Esq.
          CLEARY GOTTLIEB STEEN & HAMILTON LLP
          One Liberty Plaza
          New York, NY 10006
          Tel: 212-225-2000
          Fax: 212-225-3999
          E-mail: lgranfield@cgsh.com
                  soneal@cgsh.com
                  jvanlare@cgsh.com


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

Bankruptcy Case No.: 11-13407

Chapter 11 Petition Date: October 26, 2011

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

Judge: Mary F. Walrath

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

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

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

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

The petition was signed by James L. Gregory, VP of JER/Jameson
Mezz Borrower I, LLC.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
JER/Jameson Properties LLC            11-13408
JER/Jameson NC Properties LLC         11-13409


KEELEY AND GRABANSKI: Reorganization Case Converted to Liquidation
------------------------------------------------------------------
The Hon. Thad J. Collins of the U.S. Bankruptcy Court for the
District of North Dakota converted the Involuntary Chapter 11 case
of Keeley And Grabanski Land Partnership, to one under Chapter 7
of the Bankruptcy Code.

Kip M. Kaler, Chapter 11 Trustee, has requested that the Court
convert the Debtor's case to Chapter 7 that will likely result in
a liquidation, and was joined by the John and Dawn Keeley and
Choice Financial.

However, the Court relates that is all it has concluded.  It has
not concluded that or ruled in any way that Thomas Grabanski would
be prohibited from attempting to work out a deal to lease the land
from the party to which trustee intends to sell.

                  About Keeley and Grabanski

Thomas Grabanski, a North Dakota farmer, is mired in three
separate Chapter 11 bankruptcy cases.

Mr. Grabanski and his wife Mari filed a personal Chapter 11
bankruptcy petition (Bankr. D. N.D. Case No. 10-30902) on July 22,
2010.  DeWayne Johnston, Esq., at Johnston Law Office, represents
the Grabanskis in their Chapter 11 case.  The Grabanskis estimated
assets between $1 million and $10 million, and debts between $10
million and $50 million.

On July 23, 2010, Mr. Grabanski signed a Chapter 11 petition for
Grabanski Grain LLC (Bankr. D. N.D. Case No. 10-30924).  DeWayne
Johnston, Esq., also represents Grabanski Grain.  The Debtor is
estimated to have assets and debts of $1 million to $10 million.

Former owners in December 2010 forced the partnership Keeley and
Grabanski Land Partnership in Texas into Chapter 11.  John and
Dawn Keely, the former owners, filed an involuntary Chapter 11
bankruptcy petition against the partnership (Bankr. D. N.D. Case
No. 10-31482) on Dec. 6, 2010.  Kenneth Corey-Edstrom, Esq., at
Larkin Hoffman Daly & Lindgren Ltd., represents the petitioner.
The U.S. Bankruptcy Appellate Panel for the Eighth Circuit
affirmed the Bankruptcy Court's order appointing a trustee in
Keeley and Grabanski Land Partnership's involuntary Chapter 11
case.  Kip M. Kaler, Chapter 11 trustee of Keeley and Grabanski
Land Partnership, authority to employ Kaler Doeling Law Office as
counsel.

Keeley and Grabanski Land Partnership in Texas -- since 2009 doing
business as Grabanski Land Partnership -- was formed in 2007 for
Texas farming operations between farmers Thomas Grabanski and John
Keeley of Grafton, N.D., and their wives.  K&G Land, along with a
separate farming partnership, operated more than 10,000 acres of
corn and sunflowers from 2007 to 2009 in two locations in Texas
near the towns of Blossom and DeKalb.

In separate, related lawsuits, the Grabanskis face several
"adversarial" lawsuits, filed by certain creditors.  The creditors
who filed suits include Crops Production Services Corp., AgCountry
Farm Credit Services, and PHI Financial.


KILEY RANCH: Judge Zive Dismisses Reorganization Case
-----------------------------------------------------
The Hon. Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada dismissed the Chapter 11 case of Kiley Ranch
Communities.

The Debtor is directed to pay any and all quarterly fees due and
owing up through the date of dismissal.

As reported in the Troubled Company Reporter on Oct. 7, 2011, the
Debtor asked the Court to dismiss its Chapter 11 case because it
does not have any remaining real and personal property assets
after BB&T conducts its trustee's foreclosure sale and any related
default sales.

The Debtor lamented that it will continue to incur administrative
fees and costs associated with its Chapter 11 proceeding if it
remains in a Chapter 11 proceeding.  The Debtor said the dismissal
is in the best interest of its estate and creditors.

                   About Kiley Ranch Communities

Kiley Ranch Communities is a "live-work community" in progress in
the Spanish Springs Valley of Sparks.

Reno, Nevada-based Kiley Ranch Communities filed for Chapter 11
protection (Bankr. D. Nev. Case No. 10-53393) on Aug. 26, 2010.
Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd,
assisted the Debtor in its restructuring effort.  The Debtor
disclosed $70,534,892 in assets and $59,039,258 in liabilities.


KOREA TECHNOLOGY: U.S. Trustee Appoints Mark Hashimoto as Examiner
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah approved the
appointment of Mark Hashimoto as the examiner in the Chapter 11
cases of Korea Technology Industry America, Inc., et al.

Richard A. Wieland pursuant to Section 1104 of the Bankruptcy
Code, appointed a Chapter 11 examiner.

The examiner will file a bond in the amount of $25,000, in favor
of the United States conditioned on the faithful performance of
his official duties, will cause a copy of said bond together with
all subsequent riders and renewals to be delivered to the U.S. and
will adjust the bond as needed.

To the extent he is entrusted with funds of the estates, the
examiner will deposit estate funds only in federally insured
depositories and will cause depositories to deliver a summary of
each bankruptcy estate account to the U.S. Trustee on a monthly
basis.

The examiner will investigate, and in turn, file a written report
of his findings with the Court no later than 60 days from his
appointment, including, inter alia, the examiner's findings
concerning, among other things:

   a. any allegations of fraud, dishonesty, incompetence,
   misconduct, mismanagement, or irregularity in the management of
   the affairs of the Debtors of or by current or former
   management of the Debtors during the period of Jan. 1, 2010, to
   the present.  For this purpose, the examiner will meet
   initially with representatives of the parties in order to
   identify such allegations, if any;

   b. whether any person that is not an officer of Debtors has any
   improper control over the Debtors;

   c. whether any person participating in management of the
   Debtors has any improper conflicts of interest with respect to
   continued management of the Debtors in the Chapter 11 cases;

   d. whether raw tar sands inventory, or other assets of the
   Debtors or the Debtors' estates during the time period, have
   been:

      i) properly accounted for on the books and records of the
      Debtors and in the Statements and Schedules filed by the
      Debtors in the current Chapter 11 cases; or

     ii) transferred for less than a reasonably equivalent value;

   e. the disposition of the proceeds of sales of raw tar sands
   inventory during the time period and TSH's administration of
   the property conveyed to it during the time period by CAR and
   UBR, including the disposition of any proceeds of sales of raw
   tar sands inventory by TSH;

   f. whether grounds exist to require the appointment of a
   Trustee for one or more of the Debtors in the pending Chapter
   11 cases; and

   g. the marketing of the Debtors' assets in the time period.

The U.S. Trustee is represented by:

         Laurie A. Cayton, Esq.
         Office of the U.S. Trustee
         Ken Garff Building, Suite 300
         405 So. Main Street
         Salt Lake City, UT 84111
         Tel: (801) 524-3031
         Fax: (801) 524-5628
         E-mail: laurie.cayton@usdoj.gov

                      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
listed US$35,246,360 in assets and US$38,751,528 in debts.

Richard A. Wieland, the U.S. Trustee for Region 19, appointed
three unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Korea Technology Industry America, Inc.


KOREA TECHNOLOGY: Stipulates Limited Use of Cash Collateral
-----------------------------------------------------------
Korea Technology Industry American, Inc.; Uintah Basin Resources,
LLC; a Delaware limited liability company; and Crown Asphalt
Ridge, LLC; Raven Mining Company, LLC; Western Energy Partners,
LLC; and Elgin Services Company, Inc. stipulates to the limited
use of cash collateral by the Debtors and jointly ask the U.S.
Bankruptcy Court for an order approving the Debtors' limited use
of that cash collateral.

Pursuant to compliance with the terms and conditions of the
Parties' Stipulation and entry of the Cash Collateral Stipulated
Order, Raven, Western, and Elgin consent to the sale by the
Debtors of up to 15,000 tons of tar sands prior to Decelnber 31,
2011, and to use Cash Collateral from the proceeds of the sales to
pay for costs associated with the maintenance, security,
insurance, and other operating costs related to the so-called
"South A Tract," which has significant tar sands holdings and the
uncompleted tar sands processing plant on it, as well as other
property and to pay no more than $300,000 in allowed costs of
administration of the Debtors' estates in accordance with a
budget.  A copy of the budget is available for free at:

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

The Debtors will not be authorized to use any Cash Collateral for
payment of prepetition debts absent further order of the Court.

As adequate protection of the interests in Cash Collateral of
Raven, Western, Elgin, and other lien claimants with an interest
in Cash Collateral, the Parties have agreed to:

   (a) Replacement Lien -- Raven, Western, Elgin, and the other
       lien claimants will retain their liens on the Assets to
       the same extent, with the same validity, and in the same
       priority as the liens they held prior to the Petition
       Date.  In addition, Raven, Western, Elgin, and the other
       lien claimants will receive a replacement lien on
       postpetition accounts receivable and proceeds of the sale
       of Tar Sands to the same extent, with the same validity,
       and in the same priority as the liens they held on the
       collateral prior to the Petition Date.

   (b) Production Payment to Raven -- The Debtors will pay a
       production royalty of 1 % of gross proceeds from sales of
       Tar Sands pursuant to the Stipulation and Joint Motion.
       Any payments made to Raven pursuant to this provision will
       reduce the Debtors' obligations to Raven, but this will
       not effectuate a pennanent n10dification of the production
       paylnent percentage obligation to Raven.

   (c) Deposit of Cash Collateral -- The Debtors shall deposit
       all Cash Collateral from the sale of the Assets into the
       debtor in possession account of CAR at Zions First
       National Bank, and upon request, will provide copies of
       bank statements.

   (d) Reporting Obligations -- Unless otherwise provided below,
       the Debtors shall provide all reasonably requested, non-
       privileged infonnation and opportunities for due
       diligence, access to personnel and property inspection
       rights as may be reasonably requested by Raven, Western,
       Elgin, and others claiming an interest in Cash Collateral.
       In addition, the Debtors will provide to Raven, Western,
       and Elgin in writing on or before the 15th calendar day of
       each month in which the Stipulation remains in effect:

          * a report of all sales of Tar Sands;
          * accountings for the receipt and usage of all Cash
            Collateral, which accountings will require the
            Debtors to maintain books and records sufficient to
            trace and account for the source and amount of all
            Cash Collateral and the uses thereof;

          * notice, due immediately upon receipt by the Debtors,
            of any institution of, or written threat of, any
            action, suit, proceeding, governmental investigation
            or arbitration against or affecting the Debtors or
            the Collateral;

          * immediate notice of any material events related to
            the Collateral; and

          * copies, due upon submission or production, of all
            information or other doculnents submitted by the
            Debtors to the Office of the United States Trustee
            and of all documents produced pursuant to an
            examination authorized by the Court under Rule 2004
            of the Federal Rules of Bankruptcy Procedure or in
            any adversary proceeding brought in the Chapter 11
            Cases.

The Debtors' authority to use Cash Collateral pursuant to the
Stipulation will automatically terminate upon the earliest of:

   (i) Feb. 1, 2012;

  (ii) the filing of any motion or pleading -- including a plan
       of reorganization -- by the Debtors seeking an order
       authorizing non-consensual use of Cash Collateral or
       debtor-in-possession financing not otherwise permitted
       under the Stipulation;

(iii) the filing of any motion or pleading -- including a plan
       of reorganization -- by the Debtors or the entry of an
       order, challenging or affecting the validity, priority,
       perfection, or amount of Raven's, Western's, or Elgin's
       liens or claims against the Debtors or their assets, or
       seeking a recovery on any avoidance action provided,
       however, that disputes over the mathematical calculation
       of the claim of Raven, Western, or Elgin in accordance
       with government documents, the applicability of default
       interest rates, and disputes over the reasonableness of
       attorney's fees and costs will not trigger a Termination
       Event; and

  (iv) the filing by the Debtors of a notice of conversion or the
       entry of any order converting any of the Debtors' Chapter
       11 cases to a case under Chapter 7 of the Bankruptcy Code.

The Parties may extend this Stipulation on terms and conditions as
are mutually agreed to in writing.  The Parties will file with the
Court and serve on all interested parties a notice of any
extension and the terms and conditions governing the extension.
The Court may, without further notice or hearing, approve any
extension.  Upon termination of the Debtors' authority to use Cash
Collateral they may seek by motion on no less than 10 days notice
authority to continue to use Cash Collateral.

                      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
listed US$35,246,360 in assets and US$38,751,528 in debts.

Richard A. Wieland, the United States Trustee for Region 19, has
appointed three members to the Official Committee of Unsecured
Creditors.


KOREA TECHNOLOGY: Obtains Authority to Borrow $300,000 From R&W
---------------------------------------------------------------
Debtors Korea Technology Industry America, Inc.; Uintah Basin
Resources, LLC; and Crown Asphalt Ridge, L.L.C. has sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Utah to execute and upon execution will be bound by the DIP
Loan Agreement and to borrow up to $300,000.

All amounts loaned by Rutter & Wilbanks, or its designee or
assignee, in accordance with the DIP Loan Agreement will be
entitled a superpriority administrative expense claim over all
other costs and expenses, subject only to the Carve-Out.

The Carve-Out includes: (a) the fees of the U.S. Trustee, and (b)
any unpaid fees, costs and expenses that were accrued or incurred,
following the Petition Date, by the professionals retained by the
Debtors or the professionals retained by any official unsecured
creditors' committee, in each case to the extent allowed by an
order of the Court, in an aggregate amount not to exceed $100,000,
provided that any payments actually made to the professionals by
order of the Bankruptcy Court after the occurrence of an Event of
Default on account of fees and expenses actually incurred after
the occurrence of the Event of Default will reduce the $100,000
amount on a dollar-for-dollar basis.

Before the Court entered its order, objections or limited
objections were filed by Western Energy Partners, LLC; Elgin
Services Corporation; Lawrence K. Deppe d/b/a Processed Engineered
Products; and the United States Trustee.

At the hearing, counsel for the Debtors announced that Rutter &
Wilbanks Corporation, the lender, had agreed not to take a
security interest in avoidance actions under Sections 544, 545,
547, 548, 549, and 550 of the Bankruptcy Code, though it will
continue to be granted a security interest in property recovered
pursuant to Section 543 of the Bankruptcy Code.

Counsel for the Debtors also announced that the maturity date of
the DIP Financing and the promissory note issued thereunder is
extended from February 1, 2012, to June 30, 2012.

The Objections were withdrawn based on the modifications and
clarifications announced by the Debtors' counsel on the record.

                      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
listed US$35,246,360 in assets and US$38,751,528 in debts.

Richard A. Wieland, the United States Trustee for Region 19, has
appointed three members to the Official Committee of Unsecured
Creditors.


KTLA LLC: Court OKs Keller Williams Commercial as Broker
--------------------------------------------------------
KTLA LLC sought and obtained permission from the U.S. Bankruptcy
Court for the District of California to employ Keller Williams
Commercial as broker.

The Debtor is in need of a broker to market real property located
at 709 South Mariposa Avenue, 720 South Normandie Avenue, 1209
South Lake Street and 1200 Hoover Street in Los Angeles,
California.

The agreements provide for commissions in the amount of 4% of the
gross purchase price.  For the sale of Normandie and Mariposa,
Keller Williams will split its commission with Coast Sotheby's
International Realty, such that Keller Williams' commission will
be 2% and Coast Sotheby's International Realty's commission will
be 2%.

To the best of the Debtor's knowledge, Keller Williams is
disinterested within the meaning of 11 U.S.C. ? 101(14)

                          About KTLA LLC

San Francisco, California-based KTLA LLC filed for Chapter 11
bankruptcy (Bankr. N.D. Calif. Case No. 11-32401) on June 27,
2011.  Judge Thomas E. Carlson presides over the case.  Reno F.R.
Fernandez, Esq., at MacDonald and Assoc.  Iain A. Macdonald, Esq.,
and Reno F.R. Fernandez, Esq. -- iain@macdonaldlawsf.com and
r.fernandez@macdonaldlawsf.com -- at Macdonald and Associates,
serve as bankruptcy counsel.  The Debtor disclosed $25,543,987 in
assets and $18,798,387 in liabilities as of the Chapter 11 filing.
The petition was signed by Graham Seel, SVP, California Mortgage
and Realty.

Breakwater Equity Partners LLC acts as consultant to assist in
analyzing claims against.  Macdonald & Associates is the company's
general bankruptcy counsel.


LANCASTER CAUSEWAY: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Eric Convey, managing editor at Boston Business Journal, reports
that Lancaster Causeway Corp. filed on Nov. 1, 2011, for Chapter
11 bankruptcy protection in Massachusetts.

According to the report, the Company listed assets and debts both
in the range of $1 million to $10 million.  Documents detailing
debts were not filed with the initial petition.

The report says Lancaster Causeway's president is Daniel J. Brown
of Wakefield, Massachusetts.  The company's treasurer is Matthew
Shepherd of Somerville.  The company is represented in the
bankruptcy proceedings by John M. McAuliffe, Esq., of John M.
McAuliffe & Associates P.C., who may be reached at:

          JOHN M. MCAULIFFE & ASSOCIATES P.C.
          430 Lexington Street
          Newton, MA 02466
          Tel: 617-558-6889
          Fax: 617-558-6882
          E-mail: info@jm-law.net

Lancaster Causeway Corp. is located at 272 Summer St., Somerville,
Massachusetts.


LAS VEGAS HOTEL: Judge Gives Hotel Time to Fight Receivership
-------------------------------------------------------------
Steve Green at Vegas Inc. news reports that Clark County District
Court Judge Elizabeth Gonzalez gave the Las Vegas Hilton hotel-
casino more time to fight efforts by its lender to foreclose on
the property and install a receiver to displace the current
management.

The Hilton has struggled financially in recent years from the
double whammy of the recession and more competition in town in the
form of new hotel rooms, according to the report.  The report
notes that thanks to projects like CityCenter and the
Cosmopolitan, the Las Vegas room count has increased from 133,347
in August 2006 to 149,930.

The Hilton's owner, Colony Resorts LVH Acquisitions LLC, disclosed
Aug. 10 it had defaulted on its $252 million term loan after
skipping three payments over the summer totaling $3.5 million to
conserve cash for operating expenses, the report discloses.

The report says that lender Goldman Sachs Mortgage Co. then
initiated foreclosure proceedings and sued the Hilton in Clark
County District Court on Sept. 13 in a bid to have the court
install a Goldman Sachs-selected receiver to run the property
until it's sold.

The Hilton responded with charges that investment bank Goldman
Sachs was conflicted in the foreclosure as its lending arm was
acting against a property in which Goldman Sachs also holds a 40
percent equity stake, the report says.

The report notes that the Hilton also charged the foreclosure is
tainted by Goldman Sachs' ownership of competing gaming company
American Casino & Entertainment Properties LLC, owner of the
Stratosphere hotel-casino near the Hilton.

During a hearing on the Goldman Sachs' receivership lawsuit, an
attorney representing Goldman Sachs, James Hough, said the Hilton
hadn't provided the court any information to back up its claims
that Goldman Sachs has been maneuvering against the Hilton as part
of a plan to benefit the Stratosphere, the report says.

The report notes that Judge Gonzalez gave Hilton attorneys the
opportunity to take depositions of four Goldman Sachs officials
over the next few weeks, prior to the eight-hour evidentiary
hearing that has yet to be scheduled.  The report relates that the
depositions will give Hilton attorneys an opportunity to flesh out
details of what they see as an obviously conflicted situation.


LEHMAN BROTHERS: Brokerage Fight Could Presage Like MF Global
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Lehman Brothers
Holdings Inc.'s European affiliate is angry at a move by the
trustee unwinding Lehman's U.S. brokerage to block European
creditors from recovering more than $8 billion, a dispute that
could augur what's in store for customers of MF Global Holdings
Ltd.'s brokerage.

                     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.

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)


LIONCREST TOWERS: Withdraws Motion to Use Cash Collateral
---------------------------------------------------------
Lioncrest Towers, LLC, has withdrawn its motion to use the cash
collateral of Wells Fargo Bank to fund the Debtor's Chapter 11
case, pay suppliers and other parties.  A hearing was scheduled
Oct. 25, 2011 to consider the Debtor's request to further use cash
collateral of Wells Fargo Bank to fund the Debtor's Chapter 11
case, pay suppliers and other parties.

As reported in the Troubled Company Reporter on Nov. 23, 2010,
Wells Fargo, asserts a senior mortgage lien and against the
Debtor's residential apartment project in Richton Park, Illinois,
known as Park Towers, pursuant to a senior mortgage indebtedness
of $29.50 million.  Wells Fargo also asserted a security interest
in and lien upon, among other things, the rents being generated at
the property.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtor will grant Wells Fargo a valid, perfected,
enforceable and non-avoidable first priority interest in and lien
and mortgage upon all of the Debtor's assets. The Debtor will also
provide the Wells Fargo any reports or other information
concerning any sale or proposed sale of the Debtor's assets, well
as other financial and other information concerning the business,
financial affairs of the Debtor and the operation of the
collateral.  On the 15th day of each month, the Debtor will
provide the Wells Fargo an operating statement and a weekly cash
flow report.

                   About Lioncrest Towers, LLC

Lioncrest Towers, LLC, owns and operates a residential apartment
project in Richton Park, Illinois, known as Park Towers.  It filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
10-36805) on Aug. 17, 2010.  Richard H. Fimoff, Esq., at Robbins,
Salomon & Patt, Ltd., in Chicago, assists the Debtor in its
restructuring effort.  The Debtor estimated assets and debts at
$10 million to $50 million.


LOS ANGELES DODGERS: Owner McCourt Agrees to Sell Team
------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that after loud
clashing that landed the Los Angeles Dodgers in bankruptcy, the
team's embattled owner, Frank McCourt, and the head of Major
League Baseball have reached a truce that sets the franchise up
for sale.

                   About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


LYMAN LUMBER: Blackeagle Buys Midwest Operations for $23-Mil.
-------------------------------------------------------------
BlackEagle Partners acquired the Midwest operations of
Lyman Lumber Company, including its Chanhassen location, Automated
Building Components, Carpentry Contractors Corp., and Lyman Lumber
of Wisconsin.  The transaction was effective Oct. 28, 2011.

BlackEagle Partners is the owner of US LBM Holdings, a collection
of eight building products distributors serving the Midwest,
Northeast, and Mid-Atlantic in nine states with more than 40
locations.  US LBM is one of the fastest growing suppliers of
building products in the United States.

Lyman, headquartered in Excelsior, Minnesota, serves the
Minneapolis-St. Paul metropolitan area as well as Eau Claire,
Wisconsin providing homebuilders and professional remodelers with
a full-suite of building materials and services.  Lyman employs
more than 500 people with annual sales exceeding $100 million.

Lyman will join the family of US LBM companies, each of which
enjoys leadership positions in their markets.  Lyman will continue
to operate under the same trade names with its same workforce and
base of locations. US LBM provides Lyman with the capital and
support to enable the company?s growth plans.

LT Gibson, CEO of US LBM, shared that, ?With over 114 years of
commitment to the building products industry, Lyman has
established a terrific reputation.  All of our business units will
benefit through this acquisition and we are excited to welcome
Lyman?s employees to our team.?  Lyman?s Vice President of
Operations, Dale Carlson, will remain with the business in his new
role as President.  ?The breadth of products and quality of
services offered by all of our business lines at Lyman will only
improve through our partnership with US LBM,? added Dale Carlson
regarding the transaction.  ?With US LBM and BlackEagle, we found
a partner that respects the integral relationships that our
customers, vendors, and employees play in this industry.?

Commenting on the transaction, Bryan Tolles, Vice President of
BlackEagle offered, ?The acquisition of Lyman furthers our
commitment to US LBM as a platform in the building supply industry
and represents a perfect example of BlackEagle?s strategy of
increasing value through acquisition.?

Samuel Howard at Bankruptcy Law360 reports BlackEagle beat out
stalking horse bidder SP Asset Management LLC and two other would-
be buyers at the asset auction in Minnesota bankruptcy court,
bringing Lyman into one of the firm?s cornerstone investments,
lumber distributor US LBM Holdings LLC.

Samuel Howard at Bankruptcy Law360 reports that private equity
firm BlackEagle Partners LLC has paid roughly $23 million in a
bankruptcy auction for the core assets of Lyman Lumber Co., adding
to its portfolio of building supply distributors

                    About BlackEagle Partners

BlackEagle Partners, LLC -- http://www.blackeaglepartners.com/--
with offices in New York, New York and Bloomfield Hills, Michigan,
is a private equity firm focused on investing in businesses that
can benefit from our operational expertise.

                       About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the financial and turnaround consultant.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.


M WAIKIKI: Marriott Hotel to Turnover $1.066MM of Hotel Funds
-------------------------------------------------------------
The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii approved the stipulation regarding the turnover
of property entered between M Waikiki LLC and Marriott Hotel
Services, Inc.

The stipulation provides for:

   -- the Debtor is the owner of the MODERN Honolulu hotel
   formerly known as Waikiki Edition;

   -- prior to the Petition Date Marriott managed the hotel
   pursuant to the terms of the management agreement dated as of
   July 9,2008, as amended;

   -- the hotel is being managed by Modern Management, LLC;

   -- the Debtor requested that Marriott turnover to the Debtor
   (i) all of the funds in the hotel bank accounts, well as (ii)
   any other funds relating to the operation of the hotel and
   received by Marriott, including, without limitation, any
   checks;

   -- Marriott alleges, among other things, that (i) it was not
   terminated as the manager of the hotel; (ii) as a result, it is
   not obligated  to turnover the hotel funds; and  (iii) it may
   have a right of set off, certain lien right, certain rights
   associated with customer deposits or other rights with respect
   to the hotel funds.

The Court also ordered that the hotel funds will be turned over to
the Debtor, subject to these terms and conditions:

   -- within three business days of the entry of of the order,
   Marriott will wire transfer or deliver the hotel funds of
   approximately $1.066 million as of Sept. 16, 2011; and

   -- Marriott's right to assert that the management agreement was
   not terminated, and all of Marriott's rights with respect to
   such funds, if any, are preserved.

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., at Neligan Foley LLP,
and Simon Klevansky, Esq., at Klevansky Piper, LLP, represent the
Debtor.  The Debtor tapped XRoads Solutions Group, LLC and XRoads
Case Management Services, LLC, as its financial and restructuring
advisor.  Klevansky Piper LLP serves as its general counsel.  The
Debtor disclosed $216,116,142 in assets and $135,085,843 in
liabilities as of the Chapter 11 filing.

Modern Management is represented by Christopher J. Muzzi, Esq., at
Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


M WAIKIKI: Seeks to Hire Hallstrom Group as Appraiser
-----------------------------------------------------
M Waikiki LLC asks the court for authority to employ The Hallstrom
Group, Inc., as an appraiser to consult with the Debtor's counsel,
as a non-testifying expert regarding the value of the Debtor's
property, and as a testifying expert in the event Hallstrom's
testimony is offered at a later date.

M Waikiki is the owner of an 18-story, 353-room luxury hotel
property in Honolulu known as the MODERN Honolulu f/k/a the
Waikiki Edition Hotel.  M Waikiki is a special purpose entity
formed to acquire the Hotel, and which is M Waikiki's only
significant asset.

Hallstrom will consult with the Debtor's counsel respecting
valuation of the Hotel.

Hallstrom will charge the sum of $18,800 for a base appraisal of
the Hotel.  To the extent Hallstrom renders additional services to
the Debtor's counsel, separate and apart from the base appraisal,
as a non-testifying or testifying expert consultant, Hallstrom
will charge the sum of $350 per hour for the time of its
principal, James Hallstrom.  The rates for others in the Hallstrom
firm are $35 per hour for the most junior staff support to $200
per hour for its most senior analyst.

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

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., at Neligan Foley LLP,
and Simon Klevansky, Esq., at Klevansky Piper, LLP, represent the
Debtor.  The Debtor estimated $100 million to $500 million in both
assets and debts.

Modern Management is represented by Christopher J. Muzzi, Esq., at
Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


MAJESTIC CAPITAL: Hires Epiq Bankruptcy as Claims & Noticing Agent
------------------------------------------------------------------
Majestic Capital, Ltd., fdba CRM Holdings, Inc., asks permission
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Epiq Bankruptcy Solutions LLC as claims and
noticing agent.

Upon retention, the firm will, among other things:

   a. for all notices, file with the Clerk an affidavit or
      certificate of service which includes a copy of the notice,
      a list of persons to whom it was mailed and the fate mailed,
      within 7 days of service;

   b. docket all claims received by the clerk's office, maintain
      registers for each Debtor on behalf of the Clerk, and upon,
      the Clerk's request, provide the Clerk with certified
      duplicate, unofficial Claims Registers; and

   c. record all transfers of claims and provide any notices of
      such transfers as required by Bankruptcy Rule 3001(e).

                      About Majestic Capital

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection (Bankr. S.D.N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.  Bankruptcy Judge
Cecelia G. Morris presides over the case.  Thomas Genova, Esq., at
Genova & Malin, Attorneys represents the Debtors in their
restructuring effort.  Murphy & King, P.C. serves as the Debtors'
co-counsel.  The Debtors tapped Michelman & Robinson, LLP, as
special counsel, and Day Seckler, LLP, as accountants and
financial advisors.  The Debtor disclosed $436,191,000 in assets
and $421,757,000 in liabilities as of Dec. 31, 2010.

Bruce F. Smith, Esq., and Steven C. Reingold, Esq., at Jager Smith
P.C., represent the Official Committee of Unsecured Creditors.
The Committee has also tapped J.H. Cohn LLP as its financial
advisors.


MARONDA HOMES: Two Banks Object Plan of Reorganization
------------------------------------------------------
Kim Leonard at Pittsburgh Tribune-Review reports that Huntington
National and Fifth Third banks have opposed Maronda Homes
Inc.'s reorganization plan, citing what they consider an unfair
$12 million "offset" in the plan that releases lenders from any
breach of contract claims Maronda might bring as a result of its
contentious dealings with them.

According to the report, the plan stated that the banks taking
part in the new $128 million loan would be fully repaid, with
interest.  Those that don't would surrender their shares of the
offset, or a combined $1.38 million for Huntington and Fifth
Third.

According to the report, Maronda began two summers ago to
refinance debt that originated with a $510 million unsecured loan
the 14 banks issued in 2006.  Company president Ronald Wolf said
that, with Bank of America and Wells Fargo as their lead agents,
the banks began in March 2010 to demand more detailed financial
reports and projections from the homebuilder, plus independent
appraisals on thousands of properties, with Maronda picking up the
cost.

The report notes Mr. Wolf said a deal for a new $210 million
secured loan with a higher interest rate was struck, but Maronda
had to pay "north of $7 million" in assorted fees and the company
had access only to $160 million of the credit.  Mr. Wolf related
that Maronda provided proof of $140 million in collateral through
property appraisals for the new loan, more than the $100 million
requested but the banks took issue with the formula used to
compile it.

The report says the remaining 12 lenders who have voted for the
reorganization could pick up Huntington's and Fifth Third's
shares; they represent 88.5% of the prior credit agreement, above
the 75% approval required for the reorganization plan to be
confirmed.

A full-text copy of the Disclosure Statement is available at
http://bankrupt.com/misc/marondahomes.DS.pdf

                       About Maronda Homes

Maronda Homes Inc., based in Clinton, Pennsylvania, near
Pittsburgh, builds homes in Florida, Pennsylvania, Georgia and
Kentucky.  It filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Pa. Case No. 11-22418) on April 18, 2011.  Joseph F.
McDonough, Esq., and James G. McLean, Esq., at Manion Mcdonough &
Lucas, P.C., serve as the Debtor's bankruptcy counsel.  In its
schedule, Maronda Homes disclosed $83,784,549 in assets and
$91,773,703 in liabilities.

Affiliates Maronda Homes Inc. of Ohio (Bankr. W.D. Pa. Case No.
11-22422) and Maronda Homes of Cincinnati LLC (Bankr. W.D. Pa.
Case No. 11-22424) also filed separate Chapter 11 petitions.


MCDONALD BROTHERS: Hires Northen Blue as Bankruptcy Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina has authorized McDonald Brothers, Inc. to employ John A.
Northen, Esq., and his firm, Northen Blue LLP, as the Debtor's
bankruptcy counsel.

As counsel, Northen Blue will:

   -- give the Debtor legal advice with respect to its duties and
      powers;

   -- assist the Debtor in the operation of its business,
      including an evaluation of the desirability of the
      continuance of the business, the ability and means by which
      some or all of the assets could be refinanced or liquidated
      to generate cash for the payment claims, and any other
      matter relevant to the case or to the formulation of a
      plan;

   -- assist the Debtor in the preparation and filing of all
      necessary schedules, statements of financial affairs,
      reports, a disclosure statement, and a plan; and

   -- assist and advise the Debtor in the examination and
      analysis of the conduct of the Debtor's affairs and the
      causes of insolvency, among other tasks.

The Debtor will pay Northen Blue based upon the firm's customary
hourly rates.  Mr. Northen's current rate is $430 per hour.

                      About McDonald Brothers

McDonald Brothers, Inc., in Southern Pines, North Carolina, is a
building materials and services supplier that has been a family-
owned and operated business since 1885.  It has three business
operations in North Carolina located in the towns of Southern
Pines, Siler City, and West End.  It sells its products and
services throughout the south-central region of North Carolina and
northeastern South Carolina.  Over the past few years, its
business has declined as a result of the depressed real estate
market and the recession.

McDonald Brothers filed for Chapter 11 bankruptcy (Bankr. M.D.N.C.
Case No. 11-81363) on Aug. 22, 2011.  John A. Northen, Esq., and
Stephanie Osborne-Rodgers, Esq., at Northen Blue, LLP, in Chapel
Hill, N.C., serve as the Debtor's counsel.  The Debtor scheduled
$10,540,708 in assets and $10,132,635 in debts.  The petition was
signed by Angus A. McDonald, Jr., president.


MF GLOBAL: Trustee Says Some Accounts May Be Liquidated
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating MF Global Inc., the futures
commission broker owned by bankrupt MF Global Holdings Ltd., was
given authority at a quickly convened hearing Nov. 2 to transfer
customers' accounts to other brokers.  In giving approval, U.S.
Bankruptcy Judge Martin Glenn gave the trustee an extension of
authority to conduct business in the ordinary course through
Nov. 4.

According to the report, in papers filed Nov. 2, the trustee said
he may not be able to find other brokers willing to take on all of
the 150,000 customer accounts. Consequently, some accounts may end
up being liquidated starting Nov. 7, a lawyer for trustee James W.
Giddens said in court Nov. 2.

Bloomberg relates that the Commodity Futures Trading Commission
informed the judge in court that there's a $633 million shortfall
in the $5.4 billion fund of segregated customer property. The
funds may have been transferred after an audit last week, the
Chicago Mercantile Exchange said.  "It now appears that the firm
made subsequent transfers of customer segregated funds in a manner
that may have been designed to avoid detection," CME said.

Mr. Giddens said in a court filing that forced liquidation of
accounts, required by governing regulations, "in all likelihood
will negatively affect net value to the customers and the
markets in general."  In the same papers, Mr. Giddens said that
among the 125 members of the CME, no single firm would be willing
or able to take on all the accounts.

In the motion, Mr. Giddens told how MF Global reported to
regulators on Oct. 30 there was a "material shortfall" in the
"amount of customer funds required to be segregated."
Bankruptcies came the next day.

Mr. Rochelle notes that the ink was still wet on the court order
authoring account transfers when a fund managed by EMC Capital
Management Inc. challenged one of central provisions in the
arrangement.  As permitted by the judge in his order Nov. 2, a
customer like EMC can direct the trustee to transfer an account to
another broker.  Nonetheless, no cash representing margin
collateral will be transferred along with the account.  EMC said
that not being able to have its cash collateral transferred means
that no other broker will accept the account.  EMC filed papers
asking the bankruptcy judge to hold an emergency hearing to modify
the order he signed Nov. 2 and permit customers to take out their
cash as well as accounts.

Judging by MF Global bond prices that rose this week, investors
are calculating that shareholders will absorb the loss.

                        Cash Collateral Use

The parent holding company was given formal authorization Nov. 2
for temporary use of $8 million in cash representing collateral
for loans where JPMorgan Chase Bank NA is the lenders' agent. The
cash is part of $26.6 million on hand when the bankruptcy began.
The parent cannot use any of the cash except "to avoid irreparable
injury." The holding company cannot provide more than $5 million
to non-bankrupt subsidiaries, and it may not allow any foreign
subsidiaries to use the cash without the bank's permission.  In
return, JPMorgan will have a lien on all property not already
subject to lien, including lawsuits.  There will be another
interim hearing on cash use on Nov. 14.

                          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.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, 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.

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


MF GLOBAL: Collapse Into Bankruptcy Draws Interest From FBI
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the fallout from
MF Global Holdings Ltd.'s collapse intensified as the Commodity
Futures Trading Commission voted to issue subpoenas to the
securities firm and the Federal Bureau of Investigation planned to
examine whether client funds are missing, according to people
familiar with the situation.

Dow Jones said in a separate report that MF Global Ltd. admitted
to federal regulators that money had been diverted out of customer
accounts, according to a federal official who said the move
violated the law.

                          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.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, 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.

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


MF GLOBAL: Denies Account Shortfalls at Debut Court Hearing
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that MF Global Holdings
Ltd. denied accusations of shortfalls in its brokerage customers'
accounts, one day after filing for the eighth-largest corporate
bankruptcy in U.S. history.

                          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.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, 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.

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


MF GLOBAL: Court OKs SIPA Trustee Motion to Transfer Accounts
-------------------------------------------------------------
U.S. Bankruptcy Judge Martin Glenn approved the request by James
W. Giddens, the Trustee for the liquidation of MF Global Inc., to
allow the transfer of certain segregated customer commodity
positions from MF Global Inc. to one or more futures commission
merchants, potentially allowing the transfer of approximately
50,000 accounts, the substantial majority of which were cleared
through the Chicago Mercantile Exchange (CME).  The account
transfers meet the Trustee's Securities Investor Protection Act
(SIPA) mandate to protect customers.

The Trustee, in cooperation with the Securities Investor
Protection Corporation and the Commodity Futures Trading
Commission, determined that account transfers will contribute to
the prompt satisfaction of commodity customer claims and the
orderly liquidation of MF Global Inc.

The result of the order, achieved in close cooperation with CFTC
chairman Gary Gensler and his staff, allows a substantial portion
of all the existing commodity accounts at MF Global Inc. to be
transferred. Additionally, these transfers will unfreeze commodity
positions with a notional value of $100 billion.

"The ability to transfer thousands of accounts is a significant
first step in protecting customer property and is the result of
leadership from CFTC and SIPC," said Giddens, a partner at Hughes
Hubbard & Reed LLP in New York.

The information in this statement does not apply to any other MF
Global entity, including separate insolvency proceedings involving
MF Global Holdings Ltd. or MF Global Finance USA Inc.

                    CME Group's Statement

Throughout this week, CME Group has worked diligently with the
CFTC and the MF Global bankruptcy trustee to facilitate the
transfer of MF Global customer positions to other qualified
clearing members.  "We are pleased to share that the bankruptcy
court has approved our proposal to transfer accounts to qualified
firms along with a portion of CME Clearing-held collateral.  We
will continue to facilitate the transfer of positions and accounts
of customers and affiliates of MF Global, and will also continue
to assist the efforts of the CFTC and bankruptcy trustee to
recover customer segregated funds held by MF Global."

                          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.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, 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.

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


MF GLOBAL: PFGBEST(R) Seeks Court Intervention to Release Funds
---------------------------------------------------------------
PFGBEST assisted in the filing of a customer petition in the
Southern District of New York Bankruptcy Court for intervention to
release customer assets frozen in the aftermath of the demise of
MF Global.

"The purpose of this petition is to serve the customers that
request to transfer their accounts to PFGBEST from MF Global,"
said PFGBEST President and COO Russ Wasendorf, Jr.

"Further, we are concerned about the sanctity of the marketplace,"
said PFGBEST General Counsel Rebecca Wing.  "Success in releasing
the frozen assets of MF Global futures and foreign exchange
customers will permit the impacted customers to have a choice in
where they go now, rather than allowing regulators and exchanges
to force them to any particular Futures Commission Merchant (FCM)
or clearing firm of the exchanges."

This legal action goes a step beyond an emergency motion to allow
customers to move to one of a short list of FCMs, Ms. Wing said.
The trading customers need more than just the bare minimum of
their funds that would cover their positions and enough to cover
margins -- they need to be able to have access to their own
capital to trade in the days and weeks ahead.

PFGBEST is one of the largest, non-bank FCMs in the U.S. It is a
rapidly-expanding global financial services and technology firm,
specializing in electronic trading platforms, futures, foreign
exchange, futures options, managed accounts, and precious metals.
The company is dedicated to investor education, offering numerous
free webinars each week attended by hundreds of people wishing to
further their knowledge and skills in trading, charting, trading
psychology, and many other areas.  PFGBEST is a privately held and
run FCM, with customers, affiliates and brokerage offices in more
than 80 countries.

                          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.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, 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.

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


MF GLOBAL: Glancy Binkow Probes Securities Law Claims
-----------------------------------------------------
Glancy Binkow & Goldberg LLP that it is investigating potential
claims against MF Global Holding Ltd. concerning possible
violations of federal securities laws.  The investigation focuses
on allegations that certain statements issued by the Company were
false and misleading, in connection with its issuance of 3.375%
Convertible Senior Notes and 6.250% Senior Notes.

Specifically, the investigation relates to MF Global's October 31,
2011 disclosure that it was declaring bankruptcy.  Recently, MF
Global revealed that it had $6.3 billion of sovereign debt in
troubled countries such as Italy and Spain, which was nearly five
times MF's equity of more than $1 billion.  On the news of MF
Global's impending bankruptcy, trading of MF Global shares was
halted on the New York Stock Exchange and the Company defaulted on
its bonds.

MF Global was the first company in more than three years to
default on its bonds while rated investment grade by Standard &
Poor's, and joined the very thin ranks of companies to default on
debt before the first interest-rate payment came due.

Individuals with knowledge that may help the investigation are
encouraged to contact the firm.  The SEC recently finalized new
rules as part of its implementation of the whistleblower
provisions in the Dodd-Frank Wall Street Reform Bill.  These new
rules protect whistleblowers from employer retaliation and allow
the SEC to reward those who provide information leading to a
successful enforcement with up to 30 percent of the recovery.

                          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.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, 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.

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


MF GLOBAL: Brodsky & Smith Probes Investors' Claims
---------------------------------------------------
Law office of Brodsky & Smith, LLC is investigating potential
claims on behalf of investors that purchased MF Global. 6.250%
Senior Notes due 2016 which were offered for sale in August of
2011.  The offering consisted of $325 million in aggregate
principal amount of 6.250% Senior Notes.

The investigation concerns if the underwriters of the securities
breached their obligation to conduct adequate due diligence during
the underwriting process.  It has been reported that MF Global,
which has filed for bankruptcy protection, has admitted to using
and diverting client money.  In addition, only one month after the
offering, regulators reported that MF Global was overvaluing some
of its European debt investments and was required to raise cash.

                          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 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."

                           *     *     *

As reported in the Troubled Company on Nov. 1, 2011, 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.


MILK HOLDING: S&P Assigns Preliminary 'B' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Eden Prairie, Minn.-based Milk Holding
Corp. (Holdings) and Milk Acquisition Corp., a manufacturer of
nutritional ingredients used in sports nutrition, health and
wellness, and animal nutrition products. The outlook is stable.

"For analytical purposes, we view Holdings, Milk Acquisition
Corp., and Milk Specialties Co. (the operating subsidiary) as one
economic entity," S&P related.

"At the same time, we assigned our preliminary 'B+' issue-level
ratings to the company's proposed $25 million revolving credit
facility due 2016 and $145 million first-lien term loan due 2017.
The preliminary recovery rating is '2', indicating our expectation
for substantial (70% to 90%) recovery in the event of a payment
default. In addition, we assigned our preliminary 'CCC+' issue-
level rating to the company's proposed $60 million second-lien
term loan due 2018. The preliminary recovery rating is '6',
indicating our expectation for negligible (0% to 10%) recovery in
the event of a payment default. The ratings are based on
preliminary terms and closing conditions and are subject
to review upon receipt of final documentation. We understand net
proceeds from the $230 million financing along with equity
contribution from the financial sponsor and management will be
used for the purchase of the company by HM Capital Partners to
refinance the company's existing debt outstanding, and to
cover fees, expenses, and a capital expenditure reimbursement to
the company," S&P related.

"Our preliminary ratings incorporate the assumption that Milk
Acquisition Corp., a wholly owned subsidiary of Holdings and the
initial borrower of the senior secured credit facilities, will be
merged with and into Milk Specialties Co., with the latter company
being the surviving entity," S&P said.

"We estimate Milk Specialties will have approximately $212.8
million adjusted debt following this transaction. Our ratings also
assume all management and sponsor equity is common stock," S&P
said.

"We estimate the company will be highly leveraged following its
purchase by financial sponsor, HM Capital Partners, and its
resulting sizable addition to debt," said Standard & Poor's credit
analyst Bea Chiem. "Our assessment also incorporates our view of
the company's narrow focus on whey-based products, significant
reliance on whey supply, participation in highly competitive and
fragmented industries, and exposure to potential negative
publicity or studies."

Standard & Poor's believes Milk Holding Corp.'s leverage will
increase significantly following this transaction. "We estimate
for the 12 months ended Sept. 30, 2011, the pro forma ratio of
lease-adjusted total debt to EBITDA will be roughly 5.5x, as
compared with roughly 2x as of the fiscal year ended June 30,
2011, and the ratio of funds from operations to adjusted debt will
be roughly 10.5% for fiscal 2012," S&P said.

"The stable outlook reflects our expectation that Milk Holding
Corp. will deleverage to roughly 5x in fiscal 2012, maintain
adequate liquidity following the execution of this transaction,
and improve gross margins to at least 14% over the next fiscal
year with the ramp-up of its new facilities and successful
ingredient cost management," S&P added.


MINE RECLAMATION: Files for Bankruptcy Protection
-------------------------------------------------
Mine Reclamation, LLC, the developer of the long-delayed Eagle
Mountain landfill project, filed for bankruptcy protection in
federal bankruptcy court in Riverside County, CA in order to
preserve and protect the company's assets.

This step comes on the heels of the final and concluding lawsuit
challenging the project's land exchange which sends the project
back in large part to the drawing board after a nearly twenty-five
year permitting and legal battle.   The Los Angeles County
Sanitation District (the "District") had the option of purchasing
the landfill project in its "as is" condition or terminating its
purchase and sale agreement with MRC, meanwhile MRC refused to
further extend the purchase deadline beyond October 31, 2011.

In response, the District  threatened to sue MRC to compel MRC, at
MRC's sole expense and risk, to further proceed with the
permitting of the landfill which would involve substantial
additional financial resources and time, neither of which MRC has.
MRC has already spent nearly $85 million to permit and defend the
landfill project.

Richard Stoddard, President of MRC stated:  "The bankruptcy filing
became necessary to protect the company.  The Chapter 11 process
provides the best path on which to position the Company for the
future and to maximize value for its owners."

"The sad truth is that our retirees are dying before the continued
funding of their health benefits can be assured which would have
resulted from a successful Eagle Mountain landfill project," Ron
Bitonti, Chairman of the Kaiser Voluntary Employee Benefit
Association, stated.  "When we started and supported this project
twenty-five years ago we had over 8,000 retiree members.  Now, due
to the delays caused by the litigation initiated by a few
environmental extremists and the delays caused by the courts, we
are down to approximately 3,500 members. Our members' health
benefits are literally at risk because we have not been able to
make this project happen and see its benefits realized."
The Eagle Mountain Landfill project is located in the remote
desert region of Riverside County, 60 miles east of Indio at the
former Kaiser Iron Ore Mine.  The project was first proposed in
1986. After a lengthy environmental review and permitting process,
the project was eventually approved by Riverside County in 1997.

MRC went on to receive all of the required permits but has
remained mired for over a decade in a series of state and federal
legal challenges related to a land exchange that was eventually
overturned by the federal appellate court.  In March 2011, the
U.S. Supreme Court declined to review the U.S. 9th Circuit's
ruling.  The landfill project would create 1,300 new jobs and
generate over $300 million in new revenue for the county as well
as provide $200 million in funding for the Coachella Valley
Multiple Species Habitat Conservation Plan.  However, at this
juncture the final and conclusive legal ruling has essentially
resulted in sending the project back to square one.

As a result of the District's action, which forced MRC to seek
protection from the U.S. Bankruptcy Court, the future of the site
and its potential for job creation and funding for Riverside
County and the future for Kaiser's retired steel workers are all
more uncertain than ever.  MRC believes that the bankruptcy
process will bring order, certainty and finality to this long
standing problem.


MONACO COACH: Insurer Loses Bid for Rehearing of Faulty RV Suit
---------------------------------------------------------------
Bibeka Shrestha at Bankruptcy Law360 reports that an excess
insurer failed Tuesday to win a rehearing of the First Circuit's
ruling that it could be liable in a suit over an allegedly
defective Monaco Coach Corp. motor home even if bankrupt Monaco
does not pay its share of damages.

Law360 recalls that Henry and Donna Rosciti filed the suit in
December 2008, claiming their Monaco-manufactured motor home had
defects that resulted in water leakage.  The leakage eventually
led to the growth of toxic mold, causing medical problems for the
couple's son, according to the Roscitis.

                           About Monaco Coach

Monaco Coach Corporation, a national manufacturer of motorized and
towable recreational vehicles, ranked as the number one producer
of diesel-powered motorhomes.  Headquartered in Coburg, Oregon,
with manufacturing facilities in Oregon and Indiana, the Company
offered a variety of RVs, from entry-level priced towables to
custom-made luxury models under the Monaco, Holiday Rambler,
Safari, Beaver, McKenzie, and R-Vision brand names.  The Company
operated motorhome-only resorts in California, Florida, Nevada and
Michigan.  Monaco Coach was listed on the Pink Sheets under the
symbol "MCOAQ".

Monaco Coach and its affiliates filed for Chapter 11 (Bankr. D.
Del. Lead Case No. 09-10750) on March 5, 2009.  As of Sept. 27,
2008, the Company had $442.1 million in total assets and $208.8
million in total liabilities.  Laura Davis Jones, Esq., and
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
served as the Debtors' counsel.  Dennis A. Meloro, Esq., Diane E.
Vuocolo, Esq., Donald J. Detweiler, Esq., Kevin Finger, Esq.,
Monica Loftin Townsend, Esq., and Sean Bezark, Esq., at Greenberg
Traurig, LLP, represented the official committee of unsecured
creditors.  Omni Management Group LLC served as the Debtors'
claims, balloting, noticing and administrative agent.

In July 2009, the Bankruptcy Court converted Monaco's Chapter 11
bankruptcy cases to proceedings under Chapter 7 of the Bankruptcy
Code.  The Debtor lost access to cash collateral securing its
obligations to its lenders.

Monaco Coach, now known as MCC, closed sales of its luxury
motorhome resort and core manufacturing assets on June 4, 2009.

In June 2009, Navistar International Corporation, through its
wholly owned subsidiary Workhorse International Holding Company,
completed the acquisition of certain assets of Monaco Coach for
$45 million.  Navistar funded the purchase price with cash on
hand.  Under the terms of the asset purchase agreement, Navistar
acquired five manufacturing facilities, intellectual property and
trademarks and certain inventory.


MINE RECLAMATION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mine Reclamation, LLC
        3633 Inland Empire Boulevard, Suite 480
        Ontario, CA 91764

Bankruptcy Case No.: 11-43596

Chapter 11 Petition Date: October 30, 2011

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

Debtor's Counsel: Natalie C. Boyajian, Esq.
                  HOLME ROBERTS & OWEN LLP
                  800 W. Olympic Boulevard, 4th Floor
                  Los Angeles, CA 90015
                  Tel: (213) 572-4300
                  Fax: (213) 572-4400
                  E-mail: natalie.boyajian@hro.com

                         - and ?

                  Sharon Z. Weiss, Esq.
                  HOLME ROBERTS & OWEN LLP
                  800 W. Olympic Boulevard, 4th Floor
                  Los Angeles, CA 90015
                  Tel: (213) 572-4312
                  Fax: (213) 572-4400
                  E-mail: sharon.weiss@hro.com

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

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

The petition was signed by Richard E. Stoddard, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Kaiser Eagle Mountain, LLC         Contractual          $5,000,000
P.O. Box 37
Desert Center, CA 92239

Kaiser Ventures LLC                Contractual            $880,152
3633 E. Inland Empire Boulevard, Suite 480
Ontario, CA 91764

Kaiser Eagle Mountain, LLC         Contractual             $49,824
P.O. Box 37
Desert Center, CA 92239

Kaiser Ventures LLC                Contractual             $38,073

Crowell & Moring LLP               Legal Fees               $2,145

Santa Rosa Group, Inc.             Consultant               $2,000

Kay Hazen                          Consultant               $1,750

California Integrated Waste        Permit Fees              $1,000

South Coast Air Quality Management Permit Fees                $118

ARC (American Reprographics)       Trade                       $92

Brownstein Hyatt Farber Schreck,   Legal Fees              Unknown
LLP

Sedgwick LLP                       Legal Fees              Unknown

Commerce Escrow Company            Contractual             Unknown

United States Interior Department/ Fees                    Unknown
Bureau of Land Management

First American Title Insurance     Trade                   Unknown
Company

Stantec Consulting Services, Inc.  Trade                   Unknown

Environmental Science Associates   Trade                   Unknown

County Sanitation Districts of     Contractual             Unknown
Los Angeles County

Moss-Adams, LLP                    Professional            Unknown
                                   Services

Gresham Savage Nolan & Tilden, PC  Legal Fees              Unknown


MORTGAGE GUARANTY: Moody's Downgrades IFSR to 'B1'
--------------------------------------------------
Moody's Investors Service has downgraded the insurance financial
strength rating of Mortgage Guaranty Insurance Corporation (MGIC)
to B1, from Ba3, due to material deterioration in the insurer's
regulatory capital position, large current and projected claims
payments, and modest new business production. In the same rating
action, Moody's has affirmed the Ba3 rating of MGIC Indemnity
Corporation (MIC), a wholly owned subsidiary of MGIC but the
outlook has been changed to negative. Moody's has also downgraded
the debt ratings of MGIC Investment Corporation (MTG, MGIC's
parent company): senior debt to Caa1 from B3, and junior
subordinated debt to Ca from Caa3. MGIC's and MTG's ratings are on
review for possible downgrade.

MGIC recently announced that at the end of the third quarter of
2011, the risk in force to capital ratio for the combined
insurance operations reached 24:1 and its policyholder position
exceeded the minimum required by its state insurance regulator,
the Wisconsin Office of the Commissioner (WI-OCI) by only $50
million. With continued stress in the US mortgage market, MGIC is
likely to see further deterioration in its regulatory capital
position, added Moody's. The current waiver of the requirement
from WI-OCI that allow MGIC to continue writing business despite a
potential breach of the regulatory capital requirements is set to
expire on December 31st 2011. Additionally MGIC has agreements
with the GSEs under which MIC will be eligible to write business
in jurisdictions where MGIC cannot, as long as MGIC has obtained
the waiver from WI-OCI. The Fannie Mae agreement expires on
December 31, 2011 and the Freddie Mac agreement expires on
December 31, 2012.

MGIC is currently paying approximately $725 million of claims per
quarter. The rating agency expects that paid claims are likely to
decrease only modestly in 2012 and 2013 as the large volume of
severely delinquent loans (loans that have been delinquent for
more than 12 months that now account for over 55% of MGIC's
delinquent inventory), enters foreclosure. Current new production,
although of high average quality and at a higher premium level, is
a fraction of the volume previously written by MGIC and is,
assuming continued regulatory and counterparty forbearance,
covering only a modest portion of losses from older vintages.

According to Moody's estimates at year-end 2010, MGIC's capital
resources on a runoff basis, including future premium revenues
related to the existing book of business, were approximately $12.0
billion, and present value of future losses were about $9.6
billion, resulting in a loss coverage ratio of 1.25x in Moody's
base case. Given the uncertainty in the housing markets, and
unclear ultimate success of some loss mitigation strategies of the
firm, Moody's also estimated coverage outcomes in alternate loss
development scenarios. MGIC's loss coverage ratio improved to
1.45x in the upside scenario and declined to 1.05x in the downside
scenario. The company paid $2.2 billion of claims in the first
nine months of 2011.

MTG, the holding company, had stand-alone assets of about $760
million at the end of the third quarter of 2011, of which the
company might downstream $200 million to its insurance operations.
Given the low likelihood of dividend payments from MGIC for the
foreseeable future, Moody's believes that the company's ability to
meet its $589 million of senior debt obligations might be stressed
and that its $390 million of junior subordinated debt could face
substantial losses.

MIC, a Wisconsin domiciled insurer, is the alternate GSE-approved
insurer in the MGIC group for states where MGIC is not permitted
to insure new risk and any capital allocation to MIC has to be
approved by the GSEs. MIC had $233 million of capital at the end
of the second quarter of 2011 against a small net risk in force of
$1 million. Moody's said that the negative outlook on MIC reflects
the group's weak credit profile and the limited visibility about
its business prospects.

The review for downgrade for MGIC's and MTG's ratings reflects the
uncertainty about MGIC's ability to get waivers from its
regulators and counterparties. Moody's believes that MGIC is
likely to get a waiver from its regulator and an extension of its
agreement with Fannie Mae, but such decision, nor its terms, may
not be known until the end of the year. Should an extension of the
waivers be granted for at least another year, Moody's would likely
affirm the firm's ratings at current levels.

LIST OF RATING ACTIONS

These ratings were downgraded and placed on review for further
possible downgrade:

Mortgage Guaranty Insurance Corp - insurance financial strength
rating to B1, from Ba3;

MGIC Investment Corporation -- senior unsecured debt to Caa1, from
B3; junior subordinated debt to Ca(hyb), from Caa3(hyb).

This rating was affirmed and the outlook was changed to negative

MGIC Indemnity Corporation -- insurance financial strength rating
at Ba3, negative outlook.

The last rating action related to MGIC was on July 26, 2010, when
Moody's upgraded MGIC Investment Corp's senior debt rating from
Caa1 to B3 and junior subordinated debt rating from Ca(hyb) to
Caa3(hyb).

MGIC Investment Corporation, [NYSE: MTG] headquartered in
Milwaukee, Wisconsin, is the holding company for Mortgage Guaranty
Insurance Company, one of the largest US mortgage insurers with
$180 billion of primary insurance in force at September 30, 2011.

The principal methodology used in this rating was Global Mortgage
published in February 2007.


MOUNTAIN CITY: Can Use Fifth Third Cash Collateral Until Jan. 31
----------------------------------------------------------------
On Oct. 24, 2011, the U.S. Bankruptcy Court for the District of
Colorado authorized on a final basis Mountain City Meat Co., Inc.,
to use cash collateral in which Fifth Third Bank asserts an
interest, up to the amounts set forth in a budget, for the period
from the petition date until Jan. 31, 2012.  The Debtor will not
exceed expense amounts specified in the budget by more than 10% in
the aggregate.

As of Aug. 11, 2011, the Debtor was indebted to Fifth Third Bank
in the approximate amount of $17,733,541.47 exclusive of
contingent liabilities, swap liabilities and fees and expenses.
The pre-petition debt is secured by a first priority, perfected
lien and continuing security interest in, among other things, all
of the Debtor's assets whether now owned or hereafter acquired and
wheresoever located

As adequate protection for the use of its cash collateral, the
Secured Lender is granted valid, perfected, first priority
security interests in and liens upon all "DIP Collateral", which
will consist of all property of the Debtor, including the above
described pre-petition collateral and all post-petition property
of the Debtor.

As additional adequate protection to the Secured Lender, the
Debtor will pay the following amounts: (i) $4,100,000 on or before
Oct. 28, 2011; (ii) $500,000 on or before Nov. 15, 2011; (iii)
$458,251 on or before Dec. 15, 2011, and (iv) the balance of the
Secured Lender's claim on or before Jan. 31, 2012.

A copy of the final agreed order and budget is available for free
at http://bankrupt.com/misc/mountaincity.dkt135.pdf

                     About Mountain City Meat

Denver, Colorado-based Mountain City Meat Co., Inc. --
http://www.mountaincitymeat.com/-- is one of the largest portion
control beef processors in the United States. Through its
headquarters and manufacturing facility in Denver, and its second
manufacturing facility in Nashville, Tennessee, Mountain City
supplies high quality ground beef and portion control steak cuts
through several channels, including retail stores, chain
restaurants and broadline food service distributors.

On Aug. 9, 2011, Mountain City's board of directors appointed BGA
Management LLC d/b/a Alliance Management, through its agent, Alex
G. Smith as the company's Chief Restructuring Officer until the
need for a CRO no longer existed.  Immediately after appointing
Alliance as CRO, the Board resigned.

On Aug. 11, 2011, Mountain City's secured lender, Fifth Third Bank
commenced a receivership action against the company in Denver
District Court.  At 5:00 p.m. that same day, the Denver District
Court appointed Alliance as receiver for Mountain City's personal
property and related operations.

However, minutes before the receivership order, certain putative
unsecured creditors -- Orleans International, Inc., National Beef
Packing, Inc. and XL Four Star Beef, Inc. -- commenced an
involuntary Chapter 7 bankruptcy petition (Bankr. D. Colo. Case
No. 11-29209) against Mountain City.  The Involuntary Chapter 7
petition was filed as a result of, among other reasons, the Debtor
(a) ordering and not paying for in excess of $2,400,000 of meat
inventory from the Petitioning Creditors; and (b) issuing checks
to the Petitioning Creditors for a portion of the inventory, which
checks were refused for payment by Fifth Third Bank.  The Debtor
sought dismissal of the Involuntary Petition on the grounds that
it was filed in bad faith because the Petitioning Creditors were
motivated solely by their desire to preserve their claims under
Section 503(b)((9) of the Bankruptcy Code to have that portion of
their claims related to goods sold to the Debtor within 20 days
prior to the filing treated as an administrative expense.

In the Involuntary Case, the Secured Lender obtained two interim
orders annulling the automatic stay to allow the receiver to keep
control of the Debtor.

Mountain City filed a voluntary Chapter 11 petition (Bankr. D.
Colo. Case No. 11-32656) on Sept. 24, 2011.  Judge Howard R.
Tallman presides over the case.  Michael J. Pankow, Esq., Daniel
J. Garfield, Esq., Heather B. Schell, Esq., at Brownstein Hyatt
Farber Schreck, LLP, represent the Debtors as counsel.  The Debtor
estimated up to $50 million in assets and debts.

Attorneys for the Petitioning Creditors are John B. Wasserman,
Esq., at Sender & Wasserman, P.C., and Howard S. Sher, Esq., and
Michele L. Walton, Esq., at Jacob & Weingarten, P.C.

Fifth Third is represented in the case by James T. Markus, Esq.,
and John F. Young, Esq., at Markus Williams Young & Zimmermann
LLC.

An official committee of unsecured creditors has been appointed in
the case.  The panel is represented by Harold G. Morris, Jr.,
Esq., and John C. Smiley, Esq., at Lindquist & Vennum PLLP.


NEBRASKA BOOK: Court OKs Deloitte Tax as Tax Services Providers
---------------------------------------------------------------
Nebraska Book Company Inc. sought and obtained permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Deloitte Tax LLP as tax service providers.

The Debtors have agreed to pay Deloitte Tax an estimated $102,360
plus reasonable expenses, consistent with the terms of the
parties' Engagement Letter.  Additional state tax returns may be
prepared at a rate of approximately $420 to $630 per return.
Additional fees may be incurred in connection with consulting
services to be performed.

The firm's rates are:

  Personnel                       Rates
  ---------                       -----
  Partner, Principal, or
    Director/Specialist         $365-$515/hour
  Partner                       $365/hour
  Director                      $330/hour
  Senior Manager                $275/hour
  Manager                       $245/hour
  Senior                        $210/hour
  Associate                     $195/hour

Christopher Kopiasz, tax director at Deloitte, attests that (a)
Deloitte Tax is a "disinterested person" within the meaning of
section 101(14) of the Bankruptcy Code, as required by section
327(a) of the Bankruptcy Code and does not hold or represent an
interest adverse to the Debtors' estates; and (b) Deloitte Tax has
no connection to the Debtors, their creditors, or other
significant parties as were identified by the Debtors and whose
names were provided to Deloitte Tax.

                       About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book prepared a pre-packaged Chapter 11 plan that would
swap some of the existing debt for new debt, cash and the new
stock.


NEUSTAR INC: Moody's Assigns First-time B2 Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service has assigned a first-time Ba2 Corporate
Family Rating (CFR) and a Ba3 Probability of Default Rating to
Neustar, Inc. ("Neustar" or "the company") Moody's has also
assigned Ba2 (LGD3-34%) ratings to the company's proposed $600
million senior secured term loan and $100 million senior secured
revolving credit facility. Neustar will use the proceeds from the
term loan along with cash on hand to finance the $650 million
acquisition of TARGUSinfo. In addition, Neustar's Board of
Directors has authorized the company to repurchase up to $250
million of its Class A common shares on an accelerated basis. The
outlook is stable.

Moody's has taken the following rating actions:

   Issuer: Neustar, Inc.

   -- Corporate Family Rating, Assigned Ba2

   -- Probability of Default Rating, Assigned Ba3

   -- $600 million Senior Secured Term Loan B due 2018, Assigned
      Ba2, LGD 3-34%

   -- $100 million Senior Secured Revolver due 2016, Assigned Ba2,
      LGD 3-34%

   -- Outlook, Stable

RATINGS RATIONALE

Neustar's Ba2 corporate family rating reflects its stable,
contracted, recurring revenue, its low leverage, very good
liquidity and strong free cash flows. These strengths are offset
by Neustar's modest scale, its reliance upon a single contract for
approximately half of its revenues and the long-term potential
impact of VoIP telephony. The rating also incorporates the risk of
future debt-funded acquisitions or share repurchase.

Neustar enjoys highly stable recurring revenues through its
contract as the sole provider to North American Portability
Management LLC (NAPM), the consortium which contracts for all
number portability services in the U.S. The existing contract runs
until June of 2015, at which time Neustar hopes to have secured
its 4th contract extension since the 1997 inception of the NAPM.
Moody's believes that Neustar is deeply entrenched within the
industry and is highly likely to win another contract extension.
The barriers to entry for a competitor are significant, mostly due
to the critical nature of LNP services, Neustar's deep integration
into service providers' operational support systems and the
advantages from Neustar's 15-plus years of investment into its
business.

Moody's expects Neustar to continue to grow its enterprise
services business, which offers internet infrastructure and
registry services to businesses. Over the long term, Moody's
believes that Neustar will continue to enhance its product
offerings in order to overcome any potential decline in numbering
services due to the switch to VoIP. Although a threat to Neustar,
almost all VoIP traffic remains dependent upon the SS7 network, as
few calls are VoIP-to-VoIP. But even in an all-VoIP world, Neustar
could maintain its market position for call routing between
service providers, which represents the majority of traffic.
Moody's believes that future VoIP calls could bypass Neustar using
peer-to-peer routing only if customers accept lower quality,
security and performance.

The rating incorporates Moody's view that Neustar will
successfully integrate TARGUSinfo and leverage its product
offerings to continue expansion into adjacent markets. Moody's
expects Neustar to maintain its current level of profitability
following the merger with TARGUSinfo, a business with similar
margins to Neustar's core operations. Given the company's leading
position, Neustar has consistently enjoyed high EBITDA margins of
around 40%.

Following the acquisition of TARGUSinfo, Moody's expects Neustar's
pro-forma Debt/EBITDA leverage to be around 2.0x (Moody's
adjusted), with the potential to improve to below 1.5x over the
next several years through EBITDA growth and debt reduction due to
mandatory repayments. However, given the recent expansion of an
existing share repurchase program and its acquisitive history,
Moody's believes that Neustar's leverage (Moody's adjusted) is
likely to remain above 1.75x through 2013.

The ratings for the debt instruments reflect both the overall
probability of default of Neustar, to which Moody's has assigned a
probability of default rating (PDR) of Ba3, and individual loss
given default assessments. The Ba2 (LGD3 - 34%) rating of the $100
million senior secured revolving credit facilities and $600
million senior secured term loan reflect their large size relative
to the capital structure. Most of the capital structure is the
senior secured credit facility, causing the instrument ratings of
the facility to be in line with the corporate family rating.

Moody's expects Neustar will have very good liquidity over the
next twelve months. Pro forma for the proposed loan offering,
acquisition and share buy-back, Moody's projects the company will
have approximately $60 million in cash or equivalents and an
undrawn $100 million revolving credit facility. Moody's projects
that Nuestar's cash from operations should be more than sufficient
to meet its modest capex obligations, and fund continued share
buy-backs.

Moody's could consider a ratings upgrade if leverage (Moody's
adjusted) were to trend towards 1.5x - 1.75x on a sustainable
basis, while free-cash-flow to debt remained above 20%. Any rating
action would also be contingent upon the likelihood of contract
renewal with the NAPM and the maintenance of a prudent capital
allocation policy.

Downward rating pressure could develop if adjusted leverage
increases towards 3.0x on a sustainable basis or if FCF/Debt falls
below 10%, which may result from future debt-funded acquisitions
or share buyback programs. The ratings could also come under
pressure if the company experiences a heightened competitive
threat within its core business segment.

The principal methodology used in rating Neustar was the Global
Business & Consumer Service Industry Industry Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Based in Sterling, VA, Neustar, Inc is the leading provider of
information and data services catering to carriers and
enterprises. In October 2011, Neustar announced that it will
acquire TARGUSinfo, a leading provider of real time location and
directory services. For last twelve month ending in September 30,
2011, Neustar generated approximately $583 million in revenue.


NEWPAGE CORP: Unsec. Creditors "Hopelessly Out of the Money"
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that NewPage Corp. says unsecured creditors are
"hopelessly out of the money" and any prospect for recovery is
"beyond remote."  Consequently, NewPage is urging the bankruptcy
judge to preclude the official unsecured creditors' committee from
hiring one firm to serve as financial adviser and another to be
investment banker.

According to the report, in a Nov. 1 court filing, NewPage cites
$1.77 billion of first-lien debt as trading for 90 cents on the
dollar.  Behind the first lien and ahead of unsecured creditors is
$1.03 billion of second-lien debt.  Secured credits combined mean
unsecured creditors can't expect recovery, the company argues.
Given the inferior position of unsecured creditors, NewPage
objects to having two financial firms serving the committee for
what the company says would be a "patently unreasonable" minimum
cost of $3.5 million.

The creditors' panel is seeking authority to engage Alvarez &
Marsal North America LLC as financial adviser and Moelis & Co.
LLC as investment banker.

NewPage filed an operating report covering the period from the
filing of the Chapter 11 petition on Sept. 7 through the end
of the month.  For the partial month, the net loss was $55.9
million, due in large part to $41.3 million in "reorganization
items."  Net sales in the partial month were $246.5 million.

                    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 Dec. 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 roughly 4.1 million tons of
paper, including roughly 2.9 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.

NewPage, 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 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.


NEWPAGE CORP: Asks Court to Rein in Creditors' Professional Fees
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that NewPage Corp. is
refusing to foot the bill for its unsecured creditors' financial
adviser and investment banker, arguing that it's not worth it when
the creditors' shot of being repaid is "beyond remote."

                       About NewPage Corp.

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.


NORTHWESTERN STONE: Time to File Plan Extended Until March 30
-------------------------------------------------------------
The Hon. Robert D. Martin of the U.S. Bankruptcy Court for the
Western District of Wisconsin has extended the exclusive right of
Northwestern Stone, LLC, to file a plan and to solicit acceptances
of a filed plan until March 30, 2012, and May 29, 2012,
respectively.

As reported in the Troubled Company Reporter on Oct. 14, 2011,
the Debtor relates that it has taken steps designed to allow it to
propose a feasible Plan.  Those steps include the entry of a cash
collateral agreement with McFarland State Bank.  That agreement
requires the Debtor, the Bank and creditor's committee to come up
with a plan to liquidate one of the Debtor's quarries, the quarry
located in Middleton Wisconsin.  The Debtor has listed the quarry
for sale with the Opitz Realty subject to Court approval.  The
Debtor says that McFarland has agreed to extend the cash
collateral agreement to at least Sept. 30, 2012, so long as the
Debtor does not default on any of the conditions of the agreement
and continues its efforts to sell the Middleton quarry.

In addition, the Debtor has sold its quarry located in
Springfield, Wisconsin for $4.2 million, has conducted a public
auction of certain excess machinery, equipment and vehicles
realizing $1,907,500, come to agreement with TCF Equipment Finance
Co, Inc., General Electric Capital Corp., and Milwaukee Mack
Leasing for adequate protection and purchase of essential
equipment.  The Debtor has also assumed essential leases and
entered into a lease with the American Transmission Company, LLC.

                     About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  The Debtor disclosed $25,238,172 in
assets and $12,080,628 in liabilities as of the Chapter 11 filing.
Nicole I. Pellerin, Esq., and Timothy J. Peyton, Esq., at Kepler &
Peyton, in Madison, Wisconsin, serve as the Debtor's bankruptcy
counsel.  Grobe & Associates, LLP, serves as the Debtor's
accountants.

On Jan. 26, 2011, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors.  Claire Ann Resop, Esq., and
Eliza M. Reyes, Esq., at von Briesen & Roper, s.c., in Madison,
Wisconsin, represent the Committee as counsel.


NUTRITION 21: Taps EisnerAmper LLP to Provide Accountant Services
-----------------------------------------------------------------
Nutrition 21, Inc. , et al., ask the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ EisnerAmper
LLP as accountant.

EisnerAmper will provide accounting services as necessary and
requested by the Debtors, including, without limitation, preparing
the Debtors' federal, state and local income tax returns,
including obtaining extensions of time to file, if required, for
the year ended June 30, 2011.

EisnerAmper has provided services to the Debtors in advance of
approval of the application in anticipation that its retention
would be approved nunc pro lunc lo the Commencement Date.  The
Debtors submit that these circumstances are of a nature warranting
retroactive approval.

John M. Harrison, director at the firm, tells the Court that the
firm's fee structure provides for these compensation:

   a. Fee for tax returns is $15,000 and for the tax provision,
   the fee is $7,500.  $9,561 of which was paid pre-bankruptcy, so
   the Debtors will only be responsible for the balance which is
   $12,939.

   b. EisnerAmper's standard hourly rates range from $115 to $450
   according to the degree of responsibility involved and the
   experience level of the personnel assigned to the engagement.

Mr. Harrison assures the Court 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 reported a net loss of $2.97 million on $6.68 million
of revenues for fiscal year 2011, compared with a net loss of
$3.66 million on $8.76 million of revenues for fiscal year 2010.

The Company's balance sheet at June 30, 2011, showed $3.46 million
in total assets, $18.07 million in total debts, and stockholders'
deficit of $14.60 million.


O&G LEASING: Wants Deal with Washington State Bank Disapproved
--------------------------------------------------------------
First Security Bank asks the U.S. Bankruptcy Court for the
Southern District of Mississippi to deny the proposed settlement
between O&G Leasing, LLC, and Washington State Bank, whether
denominated as adequate protection payments or as payments in
advance of the confirmation of a Chapter 11 Plan.

First Security is Indenture Trustee on behalf of all holders of
the Senior Series 2009A Debentures issued by O&G Leasing, LLC; and
of the Series 2009B Debentures also issued by O&G.

According to First Security, the stipulation was entered to
resolve WSB's motion for abandonment and request for termination
of the automatic stay under Section 362 of the Bankruptcy Code or,
in the alternative, motion for adequate protection and resolving
use of cash collateral and other pending matters.

First Security relates that the proposed settlement unfairly
discriminates vis-a-vis the Indenture Trustee.

Both the Indenture Trustee and WSB hold the same type of primary
collateral ? drilling rigs (among other things).

A full-text copy of the objection is available for free at
http://bankrupt.com/misc/O&GLEASING_stay_obj.pdf

                         About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholy-owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
tArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well
as Alabama, Florida, Mississippi and Oklahoma.

The Company filed for Chapter 11 bankruptcy protection on May 21,
2010 (Bankr. S.D. Miss. Case No. 10-01851).  Douglas C. Noble,
Esq., at McCraney, Montagnet & Quin, PLLC, in Ridgeland,
Mississippi, assists the Debtor in its restructuring effort.  BMC
Group, LLC, serves as the Debtor's voting agent, and Summit Group
Partners serves as financial advisor.  The Debtor estimated $10
million to $50 million in assets and $50 million to $100 million
in debts.

Performance filed a separate petition for Chapter 11 relief
(Bankr. S.D. Miss. Case No. 10-01852) on May 21, 2010.
Performance estimated assets and debts of between $1,000,000 and
$10,000,000 in its petition.

The Debtors filed on July 1, 2011, their Plan of Reorganization
[Dkt #407] and an accompanying Disclosure Statement [Dkt #408] for
which approval is being sought pursuant to Section 1125 of the
Bankruptcy Code.

First Security Bank, as Trustee, filed on July 22, 2011, its
Indenture Trustee's Chapter 11 Plan [Dkt #423], and an
accompanying Disclosure Statement for Its Chapter 11 Plan [Dkt
#425] on July 26, 2011, for which approval is also being sought
pursuant to Section 1125 of the Bankruptcy Code.


OLD CORKSCREW: Can Pay Prepetition Claims of Critical Vendors
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
authorized Old Corkscrew Plantation LLC and its affiliates to pay
the prepetition claims of certain vendors that are critical to the
operation of the Debtors' businesses.

The Debtors tell the Court that these critical vendor claims
include obligations to vendors that may not have contracts with
the Debtors and who have threatened to suspend performance of
necessary harvesting and hauling services to the Debtors set to be
rendered in late September, early October 2011.

The Debtors lament that, if the critical Vendors do not receive
payment on account of their critical vendor claims, the critical
vendors will, likely terminate the harvesting and hauling services
they provide to the Debtors.  The termination or disruption in the
provision of these critical services due to restart within the
next 30 days will result in material harm to the Debtors and their
estates.

The Debtors provided a list of critical vendors and their claims,
a copy of which is available for free at
http://bankrupt.com/misc/OLDCORKSCREW_List.pdf

                About Old Corkscrew Plantation LLC

Fort Myers, Florida-based Old Corkscrew Plantation LLC, whose
oranges are made into Minute Maid and Tropicana juice, filed
for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 11-14559) on
July 29, 2011, disclosing $25,264,047 in assets and $60,751,633 in
debts.  Old Corkscrew sought Chapter 11 protection along with its
affiliates.  Donald G. Scott, Esq., -- dscott@mcdowellrice.com --
at McDowell, Rice, Smith & Buchanan, in Kansas City, Missouri,
serves as the Debtors' bankruptcy co-counsel.  The Debtors' orange
groves are valued at $24 million.  Scott Westlake, the Debtors'
managing member, signed the petition.  Mr. Westlake is also listed
as the Debtors' largest unsecured creditor, with $4,827,906 owed.
Another $338,511 debt is owed to Scott and Vicki Westlake.


OPEN RANGE: Selects totheHome.com as Best Bidder for Assets
-----------------------------------------------------------
Greg Avery, reporter at Denver Business Journal, says Open Range
Communications named totheHome.com as the best bidder for its
rural broadband network assets.  totheHome.com is a small
broadband provider in Minnesota.

According to the report, the Company selected totheHome.com from
among 22 interested parties willing to sign confidentiality
agreements required to begin exploring the purchase.

The report says the sale would be of substantially the entire Open
Range business, including the Wimax network equipment the
Company's deployed on more than 400 towers in 11 states.

An auction is scheduled for Nov. 14, 2011, and, if no higher bid
emerges, the report says closing the deal with totheHome.com would
occur on Nov. 17, 2011.

Mr. Avery notes that the unsecured creditors have objected to the
sale.  A hearing was scheduled on the objections on Nov. 2, 2011.

Rachel Feintzeig at Dow Jones Daily Bankruptcy Review says the
official committee representing unsecured creditors objected
everything from executive bonuses proposed in the case to the
rules Open Range wants to govern its auction to the company's
request for final permission to tap a $6 million bankruptcy loan.
Ms. Feintzeig says the creditors immediately found fault with that
route out of bankruptcy, especially in light of the amount of DIP
loans the company wants to tap to stay afloat during its
proceedings.

                        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.


OPEN SOLUTION: Moody's Affirms 'B3' CFR; Outlook Negative
---------------------------------------------------------
Moody's Investors Service affirmed Open Solutions Inc.'s B3
Corporate Family Rating (CFR) and Probability of Default Rating,
and the ratings for the company's existing debt. As part of the
ratings action, Moody's maintained the negative rating outlook for
the company's debt ratings, as the company remains in the midst of
a protracted turnaround amid challenging market conditions.

Moody's affirmed these ratings:

   Issuer: Open Solutions, Inc

   -- Corporate Family Rating -- B3

   -- Probability of Default Rating -- B3

   -- $30 million senior secured revolving credit facility -- B1,
      LGD2 (27%), changed from LGD3 (32%)

   -- $546 million senior secured term loan facility -- B1, LGD2
      (27%), changed from LGD3 (32%)

   -- $325 million of 9.75% senior subordinated notes -- Caa2,
      LGD5 (86%)

RATINGS RATIONALE

The affirmation of Open Solutions' B3 rating reflects Moody's
belief that the company's revenue should stabilize during the
second half of 2011, and subsequently its revenue and free cash
flow should resume organic growth in 2012. Moody's expectations
for a rebound in Open Solutions' revenue and free cash flow are
mainly supported by the company's improving revenue retention
rates, growth in new unit sales and higher backlog of revenue. In
addition, Moody's believes that Open Solutions' revenue attrition
from legacy products, which exacerbated the decline in revenue in
the past, should abate as a majority of the revenue from legacy
products is under contract or the clients are expected to be
migrated to Open Solutions' new DNA platform. The ratings agency
expects the company to maintain adequate liquidity over the next
12 months.

The negative outlook reflects Open Solutions' challenges in
maintaining strong sales performance of its new DNA core platform
to replace the declining revenue from its legacy data processing
platforms, which the company does not actively market. "The
execution of a sustained turnaround becomes more challenging while
the profitability of the company's customer base comprising small
banks, thrifts and credit union institutions remains under
pressure, and the company has limited financial flexibility after
years of weak financial performance," said Moody's Analyst Raj
Joshi. Notwithstanding the expected inflection in revenue and cash
flow trends, the affirmation of the B3 rating and the negative
outlook reflect Moody's view that the company's balance sheet will
remain highly leveraged with Total Debt-to-EBITDA expected to be
about 8.0x (incorporating Moody's standard analytical adjustments)
in the next 12 to 18 months.

The B3 CFR reflects Open Solutions' weak cash flow generation and
very high leverage, and the company's small scale and limited
product offering relative to larger, better capitalized, and more
diversified competitors. The rating is supported by the company's
high levels of recurring revenue, its improving revenue retention
trends, low customer revenue concentration, and its backlog of
recurring revenues, which provide visibility into near-to-
intermediate term revenue. The rating benefits from the high
barriers to entry in the financial institutions data processing
market stemming from the business critical nature and large
switching costs of its core processing software products.

Moody's could downgrade Open Solutions' rating if the expected
growth in revenue and free cash flow fails to materialize in the
next 12 to 18 months. In addition, the rating could come under
pressure if weak operating performance or the proximity of debt
maturities over the 12 to 15 months horizon pressures the
company's liquidity.

Moody's could stabilize Open Solutions' rating if sustained growth
in revenue and profitability drive free cash flow generation in
excess of 5% of total debt, and total debt-to-EBITDA leverage
(Moody's adjusted) could be maintained below 7.0x.

The principal methodology used in rating Open Solutions Inc. was
the Global Software Industry Methodology published in May 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Glastonbury, Connecticut, Open Solutions Inc. is
a privately-held provider of data processing and information
management software and services to banks, thrifts and credit
unions.


OPEN SOLUTIONS: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Glastonbury, Conn.-based Open Solutions Inc. to negative from
stable. "We also affirmed our 'B' corporate credit rating on the
company and our 'CCC+' issue rating on its $325 million senior
subordinated notes. The '6' recovery rating on the notes remains
unchanged," S&P said.

"In addition, we lowered the bank loan rating on the company's
first-lien credit facilities to 'B+' from 'BB-' and revised the
recovery rating to '2' from '1'. The '2' recovery rating indicates
substantial (70%-90%) recovery in the event of a payment default,"
S&P stated.

"The outlook revision reflects that revenues have been declining
since 2008, restricting the company's ability to reduce debt from
current elevated levels," said Standard & Poor's credit analyst
Jacob Schlanger.

"We believe annual revenue declines will continue through fiscal
2011, based on relatively long sales cycles and continuing
customer consolidation and runoff of the legacy business more than
offsetting a growing customer backlog. While the company has
reduced expenses, earnings have been pressured and leverage
remains elevated at 9.9x, high for the current rating," S&P
related.

"In our view," added Mr. Schlanger, "Open Solutions will be
challenged to reverse its revenue trend, and its ability to
materially reduce leverage over the coming year is uncertain."


PACIFIC AVENUE: Blue Air Accuses Founder of Diverting Ad Revenues
-----------------------------------------------------------------
Susan Stabley, staff writer at Charlotte (N.C.) Business Journal,
reports Blue Air 2010, the limited liability company that owns the
EpiCentre's debt, is arguing in federal bankruptcy court that
developer Afshin Ghazi's actions diverted advertising revenue that
should have gone into the EpiCentre's coffers, not those of one of
his other companies.

According to the report, Mr. Ghazi canceled EpiCentre's contract
with Adams Outdoor Advertising less than a week before placing the
companies that own and operate the uptown complex into Chapter 11
bankruptcy -- then cut a new deal three days later under a
different business he controlled.

                       About Pacific Avenue

Pacific Avenue, LLC, is a North Carolina limited liability company
whose principal place of business is located in Charlotte, North
Carolina.  Together with Pacific Avenue II, LLC, the Company owns
and operates the EpiCentre, a mixed-use commercial development
consisting of approximately 302,000 rentable square feet of office
and retail/entertainment space, plus an underground parking deck,
located at 210 E. Trade St. in the city block surrounded by the
light rail line, Fourth Street, College Street, and Trade Street
in uptown Charlotte, North Carolina.  The companies were led by
Afshin Ghazi.

Pacific Avenue LLC filed for Chapter 11 bankruptcy protection
(Bankr. W.D. N.C. Case No. 10-32093) on July 22, 2010.  Joseph W.
Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the
Company in its restructuring effort.  The Company estimated up to
$50,000 in assets and $50 million to $100 million in debts in its
bankruptcy petition.

The Company's affiliate, Pacific Avenue II, filed a separate
Chapter 11 petition.

Linda W. Simpson, the U.S. Bankruptcy Administrator for the
Western District of North Carolina, appointed six members to the
official committee of unsecured creditors in the Chapter 11 case
of Pacific Avenue LLC.


PARADISE HOSPITALITY: Case Summary & Creditors List
---------------------------------------------------
Debtor: Paradise Hospitality, Inc.
        2063 Northam Drive
        Fullerton, CA 92833

Bankruptcy Case No.: 11-24847

Chapter 11 Petition Date: October 26, 2011

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

Judge: Erithe A. Smith

Debtor's Counsel: Sam S. Oh, Esq.
                  LIM, RUGER & KIM, LLP
                  1055 W. 7th Street, Suite 2800
                  Los Angeles, CA 90017
                  Tel: (213) 553-1108
                  Fax: (213) 955-9511
                  E-mail: sam.oh@limruger.com

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

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

The petition was signed by Dae In Kim, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Goldenpark, LLC                       11-30070            05/08/11

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Treasurer of Lucas County          Property Taxes         $223,057
One Government Center, #500
Toledo, OH 43604

Treasurer of Lucas County          Transient Occupancy    $128,748
One Government Center, #800        Tax
Toledo, OH 43604

Intercontinental Hotels Group      Trade                  $122,083
Three Ravinia Drive, Suite 100
Atlanta, GA 30346

Department of the Treasury         Payroll Tax            $119,300

Dimech Services Inc.               Trade                   $50,548

Markey?s Audio Visual              Trade                   $44,570

Ohio Department of Taxation        Sales Tax               $32,029

State of Ohio                      Taxes                   $25,527

Northern Haserot                   Trade                   $24,211

Metrotex                           Trade                   $21,696

Subrogation Division, Inc.         Trade                   $15,654

Goodnough&Company, Inc.            Trade                   $15,292

Schindler Elevator Corp.           Trade                   $14,333

Sam O?Kun Produce Company          Trade                   $13,710

Ohio Department of Taxation        Commercial Activity      $8,676
                                   Tax

Ohio Attorney General              Employee Tax             $8,056

Campbell, Inc.                     Trade                    $6,665

Robison, Curphey & O?Connell       Legal                    $5,943

Total Quality Construction, Ltd.   Trade                    $5,160

American Power Conversion          Trade                    $4,752


PEARLAND SUNRISE: Had Access to C-III Cash Collateral in October
----------------------------------------------------------------
Pearland Sunrise Lake Village I, LP, and C-III Asset Management
LLC, as special servicer for certain noteholders, negotiated in
good faith and agreed to extend the Final Cash Collateral Order
through Oct. 31, 2011.  Any use of cash collateral after October
31, 2011, is subject to C-III's consent in accordance with a
budget approved by C-III.

The monthly adequate protection payment amount will be $43,000
for October 2011. The Debtor will deliver the adequate protection
payments no later than the 25th of each month.

As reported in the Troubled Company Reporter on Sept. 15, 2011,
The parties' agreement dated Sept. 1, 2011, for the extended use
of the cash collateral is subject to a prepared monthly budget for
June 2011 to October 2011, a copy of which is available for free
at http://bankrupt.com/misc/PEARLAND_budgetJunetoOct2011.pdf

The new agreement comes after C-III notified Judge H. Christopher
Mott in an Aug. 24 court filing that it does not consent to the
Debtor's use of cash collateral.

Under the new agreement, the monthly adequate protection payment
amount to be paid by the Debtors will be $43,000 for June 2011
through October 2011.  The Debtor will deliver the adequate
protection payments no later than the 25th of each month.

Except as provided, all terms, conditions and provisions of the
Final Cash Collateral Order are not otherwise altered and will
remain in full force and effect.  As reported by The Troubled
Company Reporter on Nov. 29, 2010, as adequate protection for any
diminution in value of the lenders' collateral, the Debtors will
grant the noteholders replacement liens on all of the properties
and assets of the Debtor, and a superpriority administrative
expense claim status.  As of the Petition Date, the Debtor was
indebted to the noteholders in the approximate amount of $13.65
million in unpaid principal plus accrued interest.

             About Pearland Sunrise Lake Village I, LP

Marble Falls, Texas-based Pearland Sunrise Lake Village I, LP, dba
SRLVI, filed for Chapter 11 bankruptcy protection on July 9, 2010
(Bankr. W.D. Tex. Case No. 10-11926).  Frank B. Lyon, Esq., who
has an office in Austin, Texas, represents the Debtor.  The
Company estimated assets and debts at $10 million to $50 million.

The Company's affiliate, Pearland Sunrise Lake Village II, LP, dba
SRLVII, filed a separate Chapter 11 petition on July 9, 2010 (Case
No. 10-11925), estimating assets and debts at $10 million to $50
million.


PEGASUS RURAL: Exclusive Plan Filing Period Extended to Feb. 7
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Pegasus Rural Broadband, LLC, and its affiliated debtors'
exclusive periods to file a plan and to solicit acceptances of a
plan until Feb. 7, 2012, and April 2012, respectively.

BPC, as collateral agent for the holders of the 12.5% Senior
Secured Promissory Notes and puttable warrants, objected to the
extension, citing the lack of any checks to measure the Debtors'
restructuring progress.

Rather, the Agent says the exclusive periods should be extended,
at most, to no later than December 2, the date that the parties
agreed that the Debtor is to deliver the Proposed Transactions
Summary, and the "date that will serve as a true measuring stick
of the Debtor's restructuring efforts."

As reported in the TCR on Oct. 18, 2011, the Debtors told the
Court that they needed sufficient time to market their assets and
formulate an exit from Chapter 11 that will maximize value to the
Debtors' estates.  Additionally, the Debtors said they needed to
resolve matters on their exit from Chapter 11, and incorporate it
into a Chapter 11 plan.

                  About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

After filing for bankruptcy, the Debtors faced an effort by the
agent for secured noteholders to appoint a trustee or dismiss the
case.   The agent contended that on the eve of bankruptcy, Xanadoo
created a new intermediate holding company to hinder and delay
creditors by taking over ownership of the operating companies.

The Debtors called the trustee motion a distraction that hindered
them from moving the case more quickly.

On Oct. 14, 2011, the Court denied the motion to dismiss the
Chapter 11 case of Xanadoo Spectrum, LLC, and to appoint a
Chapter 11 trustee for Xanadoo Holdings, Inc., Pegasus Rural
Broadband, LLC, Pegasus Guard Band, C, and Xanadoo LLC.



PERKINS & MARIE: Court Confirms Plan for Wayzata Takeover
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Perkins & Marie Callender's Inc. has an approved
Chapter 11 plan after the bankruptcy judge signed a confirmation
order.  Funds managed by Wayzata Investment Partners LLC will take
control of the restaurant operator when the plan is implemented.

Mr. Rochelle recounts that the Plan was filed in July, having been
negotiated in outline before the Chapter 11 filing in June.  It
gives the new stock to holders of senior unsecured notes owed $204
million and to general unsecured creditors owed between $20
million or $25 million.

According to the report, general unsecured creditors have the
option of taking 10% in cash rather than stock, so long as the
total payment for those receiving the cash option doesn't exceed
$1.5 million.  About $103 million owing on secured notes will be
rolled over into new secured notes equal to the full amount of the
old debt plus interest.  Holders of existing stock and
subordinated claims receive nothing in the plan.

Lance Duroni at Bankruptcy Law360 reports that Judge Gross
indicated at the Court hearing that he will sign off on the plan
once the final language is worked out, clearing the company to
satisfy creditors? claims with a combination of new stock and new
loans after less than five months in Chapter 11.

                 About Perkins & Marie Callender's

Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's.  Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011.  Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.

Judge Kevin Gross presides over the case.  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel.  The Debtors' financial advisors are Whitby,
Santarlasci & Company.  Their claims agent is Omni Management
Group, LLC.  Deloitte Tax LLP serves as tax services provider.

DIP lender Wells Fargo is represented by lawyers at Paul,
Hastings, Janofsky & Walker LLP.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors in the Debtors' cases.  Ropes & Gray LLP
represents the Committee.


PHILLIPS RENTAL: Hires Bearfield & Associates as Special Counsel
----------------------------------------------------------------
Phillips Rental Properties, LLC, asks for permission from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to employ
Bearfield & Associates as special counsel.

Upon retention, the firm will, among other things:

   1. continue to handle the following litigation which was
     commenced prior to Bankruptcy, the resolution of which is
     required to further the Debtor's efforts to reorganize:

     A. Arthur R. Roberts v. Gary Phillips Construction, LLC, et
     al, Civil Action No. 27592 in the Circuit Court for the First
     Judicial District at Jonesborough, Tennessee;

     B. Probuild Company, LLC v. Gary Phillips Construction, LLC,
     et al, Civil Action No. B0022509(M) in the Chancery Court for
     Sullivan County, Tennessee;

     C. Probuild Company, LLC v. Gary Phillips Construction, LLC,
     et al, Civil Action No. 27492 in the Chancery Court for
     Carter County, Tennessee;

     D. Probuild Company, LLC v. Gary Phillips Construction, LLC,
     et al, Civil Action No. 40158, in the Chancery Court for the
     First Judicial District of Tennessee at Jonesborough,
     Tennessee;

   2. investigate such possible causes of action and pursue same,
      if warranted, arising out of contracts and other business
      relationships between Debtor and third parties prior to and
      leading up to Bankruptcy, as is agreed to in writing by
      the Debtor and Bearfield & Associates; and

   3. assist and undertake representation on its behalf concerning
      any contested adversarial matter necessary to effectuate
      the DIP's Chapter 11 reorganization, as is agreed to in
      writing by DIP and Bearfield & Associates.

Bearfield & Associates is not disinterested because it has
represented the Debtor in the past and some creditors of the
Debtor.  However, the firm is not disqualified for employment as
special counsel pursuant to 11 U.S.C.A. Sec. 327(e) because of its
status because the law firm does not represent or hold any
interest adverse to the Debtor or its estate with respect to the
special matters upon which such firm is to be employed.

The firm's rates are:

   Personnel                Rates
   ---------                ------
   Rick J. Bearfield        $225
   Jason B. Shorter         $150
   Other Associates       $125-$150
   Paralegals                $85

                 About Phillips Rental Properties

Piney Flats, Tennessee-based Phillips Rental Properties, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53129) on Dec. 7, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's bankruptcy counsel.  According to its schedules, the
Debtor disclosed $13,499,682 in total assets and $9,650,892 in
total liabilities.  No unsecured creditors committee has been
appointed in the case.


PNM RESOURCES: Moody's Raises Unsecured Rating to 'Ba1'
-------------------------------------------------------
Moody's Investors Service upgraded PNM Resources, Inc's. (PNMR)
unsecured rating to Ba1 from Ba2 and upgraded Texas-New Mexico
Power's (TNMP) Issuer Rating to Baa2 from Baa3 and secured rating
to A3 from Baa1 following the completion of PNMR's unregulated
business divestitures. Concurrently, Moody's affirmed the ratings
of Public Service Company of New Mexico (PSNM: Baa3 unsecured).

The rating outlook for PNMR, TNMP, and PSNM is stable.

RATINGS RATIONALE

"PNMR's upgrade reflects the reduced consolidated business risk
now that PNMR's operations are almost entirely regulated" said
Moody's Analyst Mitchell Moss. "The upgrade at TNMP was also
driven by PNMR's actions as TNMP's ratings had been constrained by
the unregulated exposure that existed within the corporate
family."

Specifically, PNMR completed the sale of First Choice Power (FCP),
a retail electric provider in the Electric Reliability Council of
Texas (ERCOT), to Direct Energy for proceeds of $270 million plus
working capital. In addition, PNMR reduced its equity investment
in Optim Energy, an unregulated power producer in ERCOT, to 1%
from 50%. In conjunction with the transactions, PNMR has begun a
tender offer to repurchase $50 million of parent company senior
unsecured notes and it has indicated it will use the remaining
proceeds for share repurchases and general corporate purposes.

PNMR's Ba1 senior unsecured rating predominantly reflects normal
notching relative to the Baa3 unsecured rating of PSNM, PNMR's
largest subsidiary. Going forward, PNMR's credit metrics are
expected to be driven mainly by PSNM's financial results. Although
metrics may weaken moderately due to the loss of cash flow from
FCP, Moody's generally expects PNMR's credit metrics to remain
strong for its Ba1 rating. In addition, after the tender is
completed, parent debt will be reduced substantially from past
years as PNMR's pro-forma holding company indebtedness will
represent only 10% of consolidated debt.

TNMP's Baa2 Issuer Rating reflects its credit supportive
regulatory framework as a transmission and distribution utility
operating in ERCOT with no provider of last resort requirements
and reasonable cost recovery mechanisms including formula-based
rate making for transmission investments. Credit metrics are
expected to remain appropriate for the rating while its limited
service territory is a modest credit negative.

PSNM's Baa3 senior unsecured rating reflects a below-average
regulatory environment which has made it challenging for PSNM to
recover its capital investments in a timely manner though it has
reasonable cost recovery mechanisms. PSNM's credit metrics are
strong for its rating which helps to offset the less credit
supportive regulatory framework.

The stable rating outlook for PNMR, PSNM and TNMP reflects the
expectations of minimal improvement in credit metrics going
forward, moderate regulatory lag and reasonable periodic rate
relief. As PSNM remains the largest source of cash flow and
earnings for the enterprise, an upgrade of this subsidiary would
likely need to occur in order for that the ratings of its parent
to be upgraded. Like its utility peers, PSNM faces environmental
challenges with its coal-fired fleet unit, and its approach to
financing these programs and the degree to which the regulatory
framework becomes more credit supportive will weigh heavily in any
future rating action. Should the regulatory frameworks for PSNM or
TNMP become less supportive leading to increases in regulatory lag
or non-recoverable costs and weakening credit metrics or if PNMR
invests in non-regulated operations, then the ratings for PNMR,
PSNM and TNMP would likely be downgraded.

The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2009.

Headquartered in Albuquerque, New Mexico, PNMR is a holding
company whose primary subsidiaries are the regulated utilities,
PNM and TNMP.


PONTIAC SCHOOL: Moody's Lowers Tax Issuer Rating to 'Ba2'
---------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Baa1 the
general obligation unlimited tax issuer rating of Pontiac School
District (MI). Concurrently, Moody's has downgraded to Ba3 from
Baa2 the district's outstanding general obligation limited tax
debt. The district currently has $15.7 million of rated GOLT debt
outstanding.

SUMMARY RATING RATIONALE

The district's rated debt is secured by its general obligation
limited tax pledge and represents a first budget obligation. The
Ba2 issuer rating reflects the district's consecutive years of
operating deficits that have resulted in a substantial, negative
General Fund balance; significant revenue pressures stemming from
deteriorating property values, considerable declines in
enrollment, and reductions in per pupil state aid allocations;
reliance on cash flow borrowing with potential narrowing of
available margins going forward; and ongoing economic struggles
including severe tax base valuation declines, elevated
unemployment, and population loss. The Ba3 rating on the GOLT debt
is notched below the issuer rating due to the limited levy
available as the security on the outstanding bonds. Debt service
on the limited tax bonds is secured by all operating funds of the
city, which are subject to levy limits.

The negative outlook reflects Moody's expectation that the
district's economy and financial operations will continue to face
substantial pressure over the near term. Ongoing stress on
district revenues, due to a combination of declines in taxable
values, enrollment, and state aid payments, will likely make it
difficult to erase the deficit General Fund balance over the
medium term. District management also remains in flux without a
permanent finance director appointed, which could challenge the
district's ability to make necessary adjustments. A part-time
finance director has been working with the district on an interim
basis since June in an effort to address the deficit position.
Lastly, while the automobile industry has experienced a modest
recovery, dependence on both Chrysler and General Motors continues
to expose the district's tax base and operations to potential
challenges going forward.

STRENGTHS

- Tax base includes institutional presence of Oakland University
and Chrysler world headquarters, both located in the City of
Auburn Hills

- Recent stabilization of automotive industry, including
profitable third quarter for Chrysler

- Modest debt burden supported by rapid amortization

CHALLENGES

- Continuation of structurally imbalanced operations

- Potential narrowing of cash flow margins due to limits on
borrowing capabilities

- Ongoing pressure on both local and state revenue sources

- Significant enrollment declines with expectation that trend will
continue

- High degree of management instability

- Severely stressed tax base with further reductions in value
expected over the near term

Outlook

The credit outlook on Pontiac School District remains negative and
reflects Moody's expectation that both the local economy and the
district's financial operations will continue to face pressure
over the near term. The regional economy, which remains moderately
dependent upon automobile manufacturing, has experienced
significant employment losses in recent years that have
contributed to declining population and enrollment within the
district. Revenues will likely experience ongoing stress due to
reductions in state funding as a result of enrollment trends and
declines in property tax revenues as an effect of ongoing
depreciation of the tax base. The district must make significant
adjustments to baseline expenditures in order to realize its
deficit elimination goal, and additional reductions may be
necessary to offset any further decline in revenues.

WHAT COULD CHANGE THE RATING - UP (or remove the negative outlook)

- Elimination of the deficit General Fund balance in a timely
manner

- Implementation of a significant portion of the district's
Deficit Elimination Plan

- Return to and maintenance of structurally balanced financial
operations, with improvement in liquidity

WHAT COULD CHANGE THE RATING - DOWN

- Inability to significantly reduce the deficit General Fund
balance over the near term

- Further economic deterioration and weakening of the district's
demographic profile

- Additional, significant declines in enrollment that exert
further downward pressure on state revenue

PRINCIPAL METHODOLOGY USED

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


PRECISION DRILLING: S&P Puts 'BB+' CCR on Watch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB+' long-term corporate credit rating, on Precision Drilling
Corp. on CreditWatch with negative implications following its
review of the company's reported results at Sept. 30, 2011. The
'4' recovery rating on Precision's senior unsecured debt is
unchanged.

"Although the company's EBITDA has risen with increasing drilling
activity in North America, Precision's cash flow generation has
not kept pace with its increasing debt burden," said Standard &
Poor's credit analyst Michelle Dathorne. "On a rolling 12-month
basis at Sept. 30, 2011, our estimates of the company's cash flow
protection metrics are now below the minimum thresholds we have
established for the 'BB+' rating," Ms. Dathorne added.

"In our opinion, the oil and gas industry's cyclicality and
volatility are amplified for the oilfield service (OFS) sector;
therefore, we believe it is appropriate for OFS companies to
maintain more moderate capital structures than oil and gas
producers at similar rating levels. In our view, a conservatively
levered balance sheet effectively offsets the sector's
volatility," S&P said.

The ratings on Precision reflect Standard & Poor's opinion of the
company's participation in the cyclical and highly volatile
oilfield services sector, the diminished cash flow generation
profile associated with the weak outlook for conventional natural
gas exploration and production, and Precision's capital structure.
"We believe that offsetting these factors, which hamper the
company's overall credit profile, are Precision's good cost
management, the size and geographic diversification of its
drilling and service rig fleet, and the large number of rigs with
deep drilling capabilities in the U.S. and Western Canadian
Sedimentary Basin (WCSB) markets," S&P related.

Precision operates in North America's principal oil and gas
basins, notably the WCSB. The company also has land rigs
positioned in several high-growth markets in the U.S. With 367
drilling and 200 service rigs, and 20 snubbing units, it now has
one of North America's largest land drilling rig fleets.

"We expect to resolve this CreditWatch in the next 90 days after
we complete a full review of Precision's prospective credit
profile. At this time, we believe a negative rating action would
be limited to a one-notch downgrade to 'BB'," S&P related.


RIVER ROCK: Casino Announces Offer for Defaulted Bonds
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the River Rock Entertainment Authority, the operator
of an Indian-owned casino in Geyserville, California, didn't pay
off $200 million in 9.75% first-lien bonds when they matured on
Nov. 1.  The authority announced an exchange offer and a
forbearance agreement with holders of 60% of the bonds.

According to the report, the exchange offer entails the issuance
of $27.6 million in new subordinated notes.  Details on the offer
weren't provided, except to say that the authority expects the
offer to start by Nov. 18.

The report notes that the defaulted bonds traded Nov. 1 at 55
cents on the dollar, according to Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority. On Oct. 28,
the bonds traded for 62.975 cents.

River Rock is an unincorporated governmental instrumentality of
the Dry Creek Rancheria Band of Pomo Indians.  The tribe has a 75-
acre reservation and fewer than 1,000 enrolled members, according
to Moody's Investors Service.


ROBINO-BAY COURT: Hearing on Case Dismissal Plea Set for Today
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing today, Nov. 4, 2011, at 10:00 a.m., to consider
the motion to dismiss or convert Robino-Bay Court Plaza, LLC, et
al.'s Chapter 11 case to one under Chapter 7 of the Bankruptcy
Code.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, explained
that:

   1. there is a continuing loss to or diminution of the estate
   and the absence of a reasonable likelihood of rehabilitation;

   2. the Debtors never filed their initial operating report, (b)
   have been chronically late in filing their monthly operating
   reports, and (c) have not yet filed their monthly operating
   reports for the months of July or August 2011, which are past
   due.

   3. the Debtors have failed to provide information requested by
   the U.S. Trustee;

   4. the Debtors have failed to file a disclosure statement or to
   file or confirm a plan within the exclusivity periods which
   have since expired.

The U.S. Trustee is represented by:

          Juliet Sarkessian, Esq.
          United States Department of Justice
          Office of the United States Trustee
          J. Caleb Boggs Federal Building
          844 King Street, Suite 2207, Lockbox 35
          Wilmington, DE 19801
          Tel: (302) 573-6491
          Fax: (302) 573-6497

As reported in the Troubled Company Reporter on Oct. 10, 2011,
Dover Bay Court Plaza also asked the Court to dismiss the Debtors'
cases.

Dover Bay is a holder of the first mortgage secured against Bay
Court Plaza's shopping center, all leases and other assets.  As of
Nov. 10, 2010, payoff of Dover Bay's debt was $11,833,269 with
interest accruing at $2,607 per diem.  Debtors have made zero
payments to Dover Bay since they filed for bankruptcy.

Dover Bay told the Court that the Debtors have failed to file
monthly operating reports for May 2011 to present.  Dover Bay said
the Debtors have not made any payments for the debt service
associated with the $11 million owed to Dover Bay.  However,
Debtors' monthly operating statements list "interest" payments
being made during the bankruptcy:

            August 2010   $95,914
            October 2010  $61,515
            January 2011  $12,600

Dover Bay added that the Debtors have not filed a proposed Chapter
11 plan of reorganization nor a proposed disclosure statement.

William J. Rhodunda, Esq., at Rhodunda & Williams LLC, represents
Dover Bay.

                  About Robino-Bay Court Plaza

Wilmington, Delaware-based Robino-Bay Court Plaza, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-
12376) on July 28, 2010.  The Debtor is represented by John D.
McLaughlin, Jr., Esq., at Ciardi Ciardi & Astin.  The Debtor
estimated its assets and debts at $10 million to $50 million in
its Chapter 11 petition.

An affiliate, Robino-Bay Court Pad, LLC, filed a separate Chapter
11 petition (Case No. 10-12377) on July 28, 2010, estimating its
assets at $500,001 to $1 million and debts at $1 million to
$10 million as of the Petition Date.


RUDEN MCCLOSKY: Files for Bankruptcy to Sell Assets
---------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that experts said the
failure of Florida law firm Ruden McClosky PA, and its sale in
bankruptcy court, could portend a similar fate for other law
firms, especially those that haven't protected themselves by
diversifying beyond areas hit hardest by the financial crisis.

"Expect more law firm consolidation and closure," Law360 quotes
Kenneth R. Yager II, a principal at turnaround firm
MorrisAnderson, as saying.

Founded in 1959, Ruden McClosky -- http://www.ruden.com/-- is a
full-service law firm serving the legal needs of clients
throughout Florida, the U.S., and internationally.  It has eight
offices in Florida.

In August 2011, the firm was reportedly in merger talks with
Cleveland, Ohio-based Benesch firm.  In September 2011, founder
Donald McClosky died after a long battle with cancer.

Ruden McClosky filed for Chapter 11 protection Nov. 1 in its
hometown of Fort Lauderdale.  It plans to sell a substantial
portion of its assets to Fort Lauderdale?based Greenspoon Marder,
according to sibling publication the Daily Business Review.


RW LOUISVILLE: Court Denies Confirmation of Chapter 11 Plan
-----------------------------------------------------------
The Troubled Company Reporter previously reported that RW
Louisville Hotel Associates, LLC, filed a fourth amended plan
of reorganization with the U.S. Bankruptcy Court for the Western
District of Kentucky, Louisville Division, to revise certain
features relating to the Debtor's secured creditor and its agent,
as well as certain technical features of the Plan.

In an order dated Sept. 30, 2011, Judge Thomas H. Fulton,
bankruptcy judge for the U.S. Bankruptcy Court for the Western
District of Kentucky, denied confirmation of the Proposed Plan.

Judge Fulton explained that the Proposed Plan violates Section
1129(b)(2)(B) of the Bankruptcy Code, commonly referred to as the
"absolute priority rule."

Under the absolute priority rule, an equity owner of a reorganized
entity cannot retain that ownership interest in the entity unless
each holder of an unsecured claim will "receive or retain on
account of such claim property of a value, as of the
effective date of the plan, equal to the allowed amount of such
claim."

Judge Fulton points out that the Sixth Circuit recognizes an
exception to the absolute priority rule, the so-called "new value"
exception, which permits an equity holder to retain its interest
even if unsecured classes will not be fully paid, if the equity
holder contributes new value to the reorganized entity equivalent
to the value of the interest retained, however, the Proposed Plan
does not contemplate the injection of any new value by the sole
equity holder, despite the fact that it will retain its entire
equity interest, unimpaired.

"Instead, Debtor asserts that all unsecured creditors will be paid
in full by virtue of the Proposed Plan's promise to pay all
classes of unsecured creditors over time with 5.5% interest,"
Judge Fulton notes.

The Debtor previously contended that the promise to pay 100% of
their claims over time with 5.5% interest would be the equivalent
of paying those creditors in full on the date of confirmation and,
therefore, the absolute priority rule would not be violated
despite the sole equity holder's retention of its equity interest
in Debtor.

Judge Fulton explains that the Debtor's argument clearly fails
because the Debtor provides no independent evidence that the
proposed 5.5% interest rate will in fact give unsecured creditors
the present value of their claims.  He says that the Debtor
derives the 5.5% interest rate from the 6.75% interest rates set
by the Court in its July 11, 2011 Order Setting Interest Rate for
Plan Classes 1 and 7 with respect to Debtor's proposed Third
Amended Plan of Reorganization.

"Debtor apparently assumes that because the Court determined that
6.75% would be an appropriate interest rate for Wells Fargo's
'unsecured' deficiency claim under the terms of the Third Amended
Plan of Reorganization, that interest rate would be appropriate
for all claims designated as unsecured under the Proposed Plan,
after being adjusted downward to account for the shorter payoff
periods contemplated by the Proposed Plan," he says.

In so arguing, Debtor mistakenly assumes that all "unsecured"
creditor classes will bear the same risk of nonpayment under the
Proposed Plan, Judge Fulton relates.  He points out that Class 7,
Wells Fargo's deficiency claim, will not be "unsecured" under the
terms of both the Third Amended Plan of Reorganization and the
Proposed Plan.

The Debtor has proposed that the Class 7 claim will be "secured by
a second mortgage lien on the Debtor's real property."

Judge Fulton notes that none of the other unsecured classes are
given that security, instead they are offered a personal guaranty
of dubious value by the Debtor's principal, Mr. James J. Papovich.

Judge Fulton further explains that the Proposed Plan also cannot
be confirmed because, once claims are properly classified under
Section 1122 of the Bankruptcy Code, the Debtor cannot meet the
requirement under Section 1129(a)(10) of the Bankruptcy Code that
at least one impaired class accepted the Proposed Plan.

"In this, the fourth attempt by [the] Debtor to propose a
confirmable plan, [it] has clearly engaged in inappropriate
'gerrymandering' of classes," he says.

Wells Fargo filed an objection to confirmation of the Proposed
Plan.  It is the only secured creditor and, by virtue of its
substantial deficiency claim, by far the largest unsecured
creditor.  It has also purchased a number of unsecured "trade"
creditor claims to the effect that it can cause any class in which
the claims are included to vote against confirmation.

In other words, unless the Debtor is allowed to create an
unsecured class that excludes Wells Fargo claims, the Debtor
cannot obtain the approval of at least one impaired class of
claims required by Section 1129(a)(10) of the Bankruptcy Code,
Judge Fulton relates.

In the Debtor's Third Amended Plan of Reorganization, the Debtor
attempted to obtain an impaired accepting class by proposing to
segregate its second largest unsecured creditor, Sysco, in its own
class as an "essential vendor."  Although the Court never formally
addressed the appropriateness of the classification, it expressed
skepticism, which apparently prompted Debtor to add "window
dressing," Judge Fulton recalls.

Under the Proposed Plan, Debtor has renamed the Sysco class as
"post-petition vendor claims," moving certain trade creditor
claims in with that of Sysco.  The Debtor asserted that it is
necessary because the vendors in the "postpetition vendor claims"
class represent very important vendors to the Debtor with which
Debtor wants to ensure ongoing business by committing to a minimum
volume of business in the future.  Under the Proposed Plan, Debtor
has also segregated all of the unsecured trade creditor claims
purchased by Wells Fargo into classes separate from other trade
creditors.

"Had Debtor proposed the instant classification scheme in an
earlier version of its plan, [the] Debtor's purported business
reasons for so classifying creditors might have been more
credible," Judge Fulton says.

The new classification schemes comes, however, after balloting on
the prior version of the plan, which showed that Debtor lacked the
votes to secure a consenting impaired class without at least
segregating Wells Fargo's purchased trade creditor claims from
Sysco's claim, Judge Fulton points out.  He further notes that all
of the creditors whose claims were moved in with that of Sysco to
create the so-called "postpetition vendor claims" class had
already approved their treatment under Debtor's Third Amended Plan
of Reorganization, so they did not really need the better
treatment provided under the Proposed Plan.

"Based on testimony by Mr. Papovich, it is clear that Debtor's
counsel invented the reclassification strategy for the Proposed
Plan," Judge Fulton concludes.  He says that the Debtor's
machinations make it clear that the Debtor's so-called business
reasons for creating the "postpetition vendor claims" class and
segregating claims purchased by Wells Fargo are merely a pretext.

"The Proposed Plan smacks of overly-sharp lawyering and bad
faith," He says.

                        About RW Louisville

Louisville, Kentucky-based RW Louisville Hotel Associates, LLC,
aka Holiday Inn Hurstbourne, owns a hotel property located at 1325
South Hurstbourne Parkway, Louisville, Kentucky 40222.  It is an
independent franchisee of InterContinental Hotels Group and
operates a 271-room full-service Holiday Inn on the Real Property
and employs approximately 110 employees.

RW Louisville filed for Chapter 11 protection (Bankr. W.D. Ky.
Case No. 10-35356) on Oct. 8, 2010.  Emily Pagorski, Esq., and
Lea Pauley Goff, Esq., J. Kent Durning, Esq., James S. Goldberg,
Esq., Lea Pauley Goff, Esq., and Matthew R. Lindblom, Esq., at
Stoll Keenon Ogden PLLC, in Louisville, Ky., assist RW Louisville
in its restructuring effort.  RW Louisville estimated its assets
and debts at $10 million to $50 million at the Petition Date.


SBARRO INC: Wins Judge Nod to Assume 400+ Unexpired Retail Leases
-----------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Shelley C. Chapman on Monday allowed Sbarro Inc. to take on
nearly all of the more than 400 unexpired leases that it sought to
keep, putting the bankrupt restaurant chain on a path to save
itself about $4 million in annual rent after striking deals with
some landlords.

                         About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SHENANDOAH LIFE: SCC Approves Rehabilitation Plan
-------------------------------------------------
The State Corporation Commission has approved a rehabilitation
plan, including a plan of conversion, for Shenandoah Life
Insurance Company.  The plan involves an acquisition of the
Roanoke-based insurance company by United Prosperity Life.

In its final order approving the rehabilitation plan, the
Commission said the plan of conversion of Shenandoah Life from a
mutual company owned by policyholders and the acquisition by
United Prosperity Life, a stock company, is "fair and equitable"
to policyholders.

Shenandoah has been in receivership since February 2009.  A
receivership order was issued by the Circuit Court of the City of
Richmond after the SCC and Shenandoah Life determined that
entering receivership was necessary to protect the interests of
Shenandoah's policyholders and creditors.

Upon the closing of the transaction and following policyholder
approval for the demutualization, Shenandoah would become a
wholly-owned subsidiary of United Prosperity Life Insurance
Company.  As part of the acquisition, United Prosperity will
invest a minimum of $60 million in Shenandoah.  If approved by
more than two thirds of the votes cast by Shenandoah's
policyholders, the transaction is expected to close by the first
quarter of 2012.  United Prosperity has indicated that it plans to
continue operating out of the Roanoke office.

The moratorium placed on policy loans, cash or surrender values,
surrenders, fund transfers, lapses, cash outs and similar payments
will remain in place and may be extended by United Prosperity into
the first quarter of 2013.  Additionally, Shenandoah will not
resume the issuance of new insurance policies until after the
acquisition by United Prosperity Life Insurance Company is
complete.


SOLYNDRA LLC: Holds Miscellaneous Asset Auction
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra LLC is in the second day of a two-day
auction of miscellaneous property not required for a turn-key sale
of the business.   Assuming it's held on a schedule delayed once
already, the main auction for Solyndra's plant will take place
Nov. 18.  Bids are initially due Nov. 16.  A hearing to approve
the sale is set for Nov. 22.

                       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.


SOLYNDRA LLC: Lists Assets of $854 Million, Debt of $867 Million
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra LLC filed definitive lists of assets and
liabilities, showing property with a claimed value of
$854.1 million against $867.1 million in debt.  Liabilities
include $783.8 million in secured claims and $74.1 million of
unsecured debt.

An auction for the business was pushed back three weeks.  The
schedule now calls for bids on Nov. 16, followed by a Nov. 18
auction and a hearing on Nov. 22 for approval of the sale.

Solyndra said assets were $859 million while debt totaled $749
million as of Jan. 1.  Financing included $709 million from eight
issues of preferred stock, plus $179 million in convertible notes.

                       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.


SOUTHERN MONTANA ELECTRIC: Clerk Tags Bankr. Filing Incomplete
--------------------------------------------------------------
Claire Johnson at the Gazette notes that the initial bankruptcy
filing of Jon Doak representing Southern Montana Electric
Generation and Transmission Cooperative Inc. was deemed incomplete
by the court clerk on Oct. 31, 2011.

According to the report, the notice said the Company has to file
schedules and a statement of affairs within 14 days of the initial
filing or its case could be dismissed.  The Company also has to
file a creditor mailing list.  The schedules and statement of
affairs provide information about the business, its records,
payments and assets and the 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.

Standard & Poor's Ratings Services in October lowered its issuer
credit rating on 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.


SPECTRUM BRANDS: Fitch Assigns 'BB-' LT Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has assigned initial ratings to Spectrum Brands,
Inc. (Spectrum) as follows:

  -- Long-term Issuer Default Ratings (IDR) 'BB-':
  -- $300 million senior secured revolving credit agreement 'BB-';
  -- $525 million senior secured term loan 'BB-';
  -- $750 million 9.5% senior secured notes 'BB-'; and
  -- $245 million 12% senior subordinated toggle notes at 'B+'.

The Rating Outlook is Stable.

Fitch also assigns a 'BB-' rating to Spectrum's proposed note
offering of a 9.5%, $150 million senior secured notes.  The new
144A notes are a tack-on to the existing $750 million 9.5% senior
secured notes.  It will be issued under the existing indenture
with the same maturity of June 15, 2018.  The funds will be used
for general corporate purposes, including potential refinancing or
acquisitions.  Acquisitions are expected to be bolt-on's in margin
accretive businesses such as household insect control or the less
seasonal pet supply category.

Spectrum's rating and Outlook reflect its recent de-leveraging and
goal to operate on a long term basis with leverage at 3.5 times
(x) or less, Fitch's expectations that free cash flow which has
been positive since 2009 will increase, and a product portfolio
focused on the value end of the consumer base which matches well
with fragile global economies and the constrained consumer.
Additionally, reduced commodity exposure should result in less
earnings and working capital volatility.  Prior to 2010 Spectrum
had higher levels of commodity related exposure but most of those
products lines have been exited.  Incorporated in the ratings are
potential corporate governance issues which are discussed below,
lack of commanding market shares in several categories including
batteries, and highly seasonal free cash flows which are usually
concentrated into the fourth quarter.  It has been noted however
that the company has also been generating positive free cash flow
since the third quarter of 2009.  This development is the result
of the company's exit from its volatile growing products
operations of the lawn and garden segment and cost control
efforts.  Based on the company's operating trajectory, financial
targets, and credit protection measures, there is room in the
rating category.  However, the lack of a consistent long-term
track record in profitability, operating at moderate leverage, and
good levels of positive free cash flow is a constraint.

Spectrum is a global branded consumer products company with a
portfolio of seven product categories: consumer batteries; small
appliances; pet supplies; electric shaving and grooming; electric
personal care; portable lighting; and home and garden control
products.  These are grouped into three reporting segments.  The
company generated approximately 44% of revenues outside the U.S.
in 2010.  Wal-Mart was its largest customer in 2010 at 22% of
sales.

Corporate Governance and Covenants:

Spectrum is a controlled company with limited independent
directors and has a 53% majority owner in Harbinger Group, Inc.
(NYSE: HRG).  HRG ('B'; Outlook Stable) is a publicly listed
entity controlled by funds managed by or affiliated with Harbinger
Capital Partners LLC (collectively 'Harbinger Capital'), a hedge
fund.  Harbinger Capital owns approximately 93% of HRG. HRG is a
holding company primarily focused on obtaining longer term,
controlling equity stakes in other companies.  To that end, HRG
uses the value of its portfolio investments as collateral for its
own debt. HRG has pledged its Spectrum shares as part of the
collateral for its 10.625%, $500 million notes.

From a rating perspective the concern exists that Spectrum's
leverage could increase to fund other HRG acquisitions or its cash
flows diminished through heavy share repurchases or dividends
which might lessen credit protection measures.  Fitch believes
this is mitigated by covenants in both Spectrum's and HRG's debt
facilities as well as HRG's focus on keeping debt levels moderate
at its portfolio companies in order to maintain their value as
collateral.  More importantly, Spectrum's term loan and notes
limit dividends, share repurchases, and leverage through strong
restricted payment language or covenants.  Dividends and share
repurchases under the term loan are restricted to $40 million. The
leverage covenant (debt net of cash/EBITDA) was 5.125x at July 3,
2011 and grows more restrictive to 3.25x by June 2016. There is
also an interest coverage covenant (EBITDA/interest) of at least
2x, increasing to 2.75x by June 2016.  The company is in
compliance with its covenants and has a good cushion given de-
leveraging actions and financial performance.  At the HRG level,
in order to use a portfolio company's values as collateral, it has
to maintain certain collateral coverage levels.  HRG currently has
a comfortable cushion over its requirement to maintain the fair
market of collateral to secured debt of at least 2.5x.  Fitch
intends to monitor HRG's covenant cushion and compliance as part
of Spectrum's rating.

Any change in financial strategy such that leverage is
consistently and materially higher than 3.5x would be of concern
and may have negative rating implications.

Based on today's announcement that debt was $1.59 billion at the
September 2011 fiscal year end and after adding the proposed $150
million notes, pro forma leverage is approximately 4x using the
third quarter 2011 (3Q'11) EBITDA.  Fitch expects leverage to be
at or near the 3.5x range at the end of the next fiscal year 2012
with modest improvement in EBITDA and as cash flow is directed
towards a modest level of debt reduction.  However, Spectrum's
consistent generation of free cash flow in the $100 million range
as well as leverage near or below 3.5x while maintaining its
business strategy and momentum would be pre-requisites for any
upward movement in its rating.

For the first nine months ended July 3, 2011, Spectrum's revenues
increased almost 33% due primarily to the merger with Russell
Hobbs (31%) with organic growth of (1.3%).  The EBITDA margin
firmed to 14.5% and EBIDTA was $343 million, up 3% from the prior
year.  Free cash flow for the nine months was negative $29
million. However, this masked Spectrum's traditionally strong free
cash flow generation in the latter half of its fiscal year as the
seasonal and very profitable lawn and garden controls category
revenues are generated in the third quarter and working capital
requirements decline in the fourth.  The company generated $113
million in the third quarter which was almost enough to offset
approximately $143 million in negative free cash flow in the first
six months of the fiscal year.  Since at least 2007, the fourth
quarter has represented more than 100% of Spectrum's annual free
cash flow. Fitch expects this historical pattern to continue with
free cash flow in 2011 being substantially above the $17 million
generated in the prior year.

Spectrum's liquidity is good. It had $147 million in borrowing
availability at end of June 2011 under its secured revolving
credit agreement and announced today that there was $142 million
in cash at year end.  Debt amortization on approximately $1.7
billion of debt is modest at just $7 million annually.  Fitch
expects that Spectrum will continue to direct free cash flow
towards debt reduction and that debt balances are likely to be
modestly lower than current levels.


ST. JOSEPH'S: Moody's Affirms 'Ba1' Long-Term Bond Rating
---------------------------------------------------------
Moody's Investors Service has affirmed St. Joseph's Healthcare
System's (SJHS) Ba1 bond rating on outstanding debt of $244.5
million issued by New Jersey Health Care Facilities Finance
Authority. The rating outlook is revised to stable from positive.

SUMMARY RATING RATIONAL

The affirmation of the Ba1 bond rating reflects SJHS' sizable
presence as an academic tertiary medical center, safety net
provider, and state designated trauma center in the
demographically challenged service area of Paterson, New Jersey
and more favorable surrounding townships. SJHS has been in the
midst of major construction that is mostly complete. The outlook
revision to stable from positive reflects the decline in operating
performance in the last year and modest balance sheet measures.
The operating cash flow margin has trended down as the System was
negatively impacted by a Medicaid methodology change and the
implementation of physician alignment strategies.

STRENGTHS

*Sizable healthcare system with two acute care hospitals, a
combined $670 million revenue base and over 37,000 admissions; the
flagship hospital is an academic tertiary medical center and state
designated trauma center offing a wide array of services including
cardiac care and regional perinatal services

*Completed construction and occupation of the new critical care
building at St. Joseph's Regional Medical Center (SJMC) in
Paterson increasing the hospital's capacity for private rooms,
expanding the emergency room, and opening a new operating room
suite; final phase to renovate the old emergency room and connect
to the new emergency room expected to be complete in the spring of
2012

*Strong market share in four county service area holding at 33%
during extensive construction at both hospitals

*Strong growth of all surgical volumes through nine months of
fiscal year (FY) 2011 with the new operating rooms and key surgeon
recruitments leading to improved case mix index; flat admission
growth through nine months FY 2011 an improvement over the decline
in admissions seen the prior year

*Non-unionized workforce and Magnet status designation for the
last nine years; SJHS is the first hospital in New Jersey to
receive the designation for three consecutive terms

CHALLENGES

*Downturn in operating performance in the fourth quarter of FY
2010 due to a change in Medicaid methodology ending the year with
operating cash flow of $35.3 million (4.7% margin) compared to
operating cash flow of $37.6 million (5.8% margin) in FY 2009;
trend of weaker performance continued through nine months of FY
2011 with operating cash flow of $29.8 million (5.3% margin)
compared to operating cash flow of $32.5 million (6.0% margin) the
prior year same period mainly due to increased expenses associated
with the opening of new physician clinics

*Leveraged balance sheet with below average debt to cash flow of
9.0 times and relatively high debt to operating revenues of 40%
based on nine months of FY 2011, annualized

*Decline in unrestricted cash and investments as of September 30,
2011 to 52 days cash on hand down from 57 days at the end of FY
2011, well below Moody's 2010 Ba median of 77 days

*Significant reliance on state charity care and hospital relief
subsidies for profitability ($78.0 million in FY 2010 representing
220% of operating cash flow); thus far the subsidies for hospitals
have remained consistent but with slow economic recovery, future
state budget stress could force funding cuts placing material
strain on cash flow of St. Joseph's

*Location of the flagship hospital in Paterson, NJ with a below
average socioeconomic demographic as evidence by the high
percentage of Medicaid (26%) patients, more than twice Moody's
2010 national median of 12.5%

Outlook

The revision of the outlook to stable from positive is due to the
decline in operating performance and balance sheet position as
SJHS implements a number of costly strategic initiatives which are
intended to position the system for future growth, but have
immediate impacts in the form of strained liquidity ratios, lower
profitability and operating performance, and weaker debt coverage
measures.

WHAT COULD MAKE THE RATING GO UP

Growth in volumes and market share; Improvement in financial
performance leading to improved debt ratios; growth in liquidity
and improvement in balance sheet measures

WHAT COULD MAKE THE RATING GO DOWN

Decline in patient volumes leading to material market share loss;
continued modest operating performance leading to softer debt
ratios; weakening of liquidity ratios; material increase in debt
without commensurate increase in cash flow generation

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


SWENSON BROTHERS: Did Not Renew Warehouse License in June
---------------------------------------------------------
Anna Jauhola at the Daily Republic, citing report from Warehouse
Division of the South Dakota Public Utilities Commission, says
Swenson Brothers Grain did not renew its grain buyer/grain
warehouse license in June.  Gary Hanson, chairman of the
commission, said the facility cannot operate without the license.

According to the South Dakota Secretary of State's Web site,
Swenson Brothers Grain also has not filed its annual corporate
paperwork for 2011.

Based in Woonsocket, South Dakota, Swenson Brothers filed for
Chapter 11 protection on Oct. 17, 2011 (Bankr. D. S.D. Case No.
11-40823).  Judge Charles L. Nail, Jr., presides over the case.
Thomas M. Tobin, Esq., at Tonner Tobin and King, represents the
Debtor.  The Debtor did not state its assets but listed debt of
between $10 million and $50 million.


TAKEFUJI CORP: Tokyo Court OKs Plan to Repay 20% of $20BB Debt
--------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Takefuji Corp. said
that a Tokyo court confirmed the company's reorganization plan
after most creditors voted in support of the plan, which will
repay 20% of its total debt of JPY1.5 trillion ($19.8 billion).

Law360 relates that 100% of secured creditors voted in favor of
the plan, while 85.43% of unsecured creditors voted for it.
According to the company, it will begin making repayments under
the plan in mid-December.

                         About Takefuji

Takefuji Corporation (TYO:8564) -- http://www.takefuji.co.jp/--
is a Japan-based company mainly engaged in the consumer finance
business.  The Company operates in two business segments.  The
Consumer Finance segment covers the loan and credit card
businesses.  The Others segment is involved in the operation of
golf courses, the development, management and leasing of real
estate, the venture capital business, as well as the investment
business, among others.  The Company has eight subsidiaries.

Takefuji filed a bankruptcy petition with the Tokyo District Court
on Sept. 28, 2010, with debts of JPY433.6 billion.  Bloomberg News
has said the company has become the biggest casualty of Japan's
four-year crackdown on coercive lending practices by consumer
finance companies.  The lender is seeking to restructure as
borrower claims of overpaid interest are estimated to exceed
JPY1 trillion.


TANDUS FLOORING: S&P Keeps 'B' Rating on Sr. Secured Term Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Tandus Flooring Inc.'s senior secured term loan due 2014 to '3'
from '4', indicating its expectation for meaningful (50% to 70%)
recovery in the event of payment default. The issue-level rating
remains 'B', the same as the corporate credit rating.

The revision follows approximately $30 million of voluntary
prepayments on the company's term loan, which increases the
recovery prospects for the remaining secured debt.

"The 'B' corporate credit rating on Tandus reflects the company's
relatively small size, participation in the highly competitive and
cyclical carpet industry and exposure to volatile raw material
costs, partially offset by the company's niche market position in
the domestic commercial carpet market and its diversified customer
base, which lead to our assessment of the company's weak business
risk profile," S&P related.

Ratings List
Tandus Flooring Inc.
Corporate credit rating                 B/Positive/--

Recovery Rating Revised
                                         To            From
Senior Secured                          B             B
  Recovery Rating                        3             4


TECHDYNE LLC: Plan Filing Period Extended Until Jan. 20
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona extended
Techdyne, LLC's exclusive periods to file and solicit acceptances
for the proposed plan of reorganization until Jan. 20, 2012, and
March 20, 2012, respectively.

As reported in the TCR on Oct. 19, 2011, the Debtor related that
its needed more time to satisfy the conditions of the $1 million
loan from its targeted new lender, Belmont Acquisitions, LLC.  The
Debtor said that medical approvals have also not yet been
received.

                       About TechDyne, LLC

Scottsdale, Arizona-based TechDyne, LLC, is a developer and
entrepreneur of two patented technologies: light armor and a
medical cervical devise to prevent premature births.

The Company filed for Chapter 11 protection (Bankr. D. Ariz. Case
No. 11-16739) on June 9, 2011.  Judge Charles G. Case, II,
presides over the case.  In its Schedules, the Debtor disclosed
$100,000,070 in assets and $701,313 in debts.  The petition was
signed by Benjamin V. Booher, Sr., managing member.

The U.S. Trustee for Region 8, has not appointed an official
committee of unsecured creditors in the Debtor's case because an
insufficient number of persons holding unsecured claims have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
develop among the creditors.


TRAILER BRIDGE: S&P Raises Long-Term Corp. Credit Rating to 'CC'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Trailer Bridge Inc. to 'CC' from 'SD' and placed
it on CreditWatch with negative implications. The 'CC' rating on
Trailer Bridge's senior secured notes remains unchanged and on
CreditWatch with negative implications.

The rating actions reflect confidential information that Trailer
Bridge has made available to Standard & Poor's regarding its debt
obligations. The company's senior secured notes mature on Nov. 15,
2011.

"The CreditWatch listings of the corporate credit and issue-level
ratings reflect the imminent refinancing risks and the company's
high probability of default," said Standard & Poor's credit
analyst Funmi Afonja.

"We could lower our ratings on the senior notes to 'D' if the
company does not repay the notes on Nov. 15, 2011, or if it enters
into an exchange or other
transaction that we would consider a distressed exchange and
tantamount to a
default," she added.


TRIBUNE CO: Commits to File Revised Plan Before Nov. 22 Hearing
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tribune Co. will file a revised reorganization plan
before the Nov. 22 status conference the bankruptcy judge called
after he refused to approve either of the two competing Chapter 11
plans.

The announcement was made in a message sent by Tribune's chief
restructuring officer to employees, according to the Bloomberg
report.

U.S. Bankruptcy Judge Kevin J. Carey issued a 126-page opinion on
Oct. 31 explaining why neither the publisher's plan nor the
competing noteholder plan could be approved.  Ruling that
Tribune's plan, with changes, was the best method for reorganizing
successfully, the judge told the company to emerge quickly from
Chapter or face the appointment of a trustee.

In his ruling, Judge Carey likened the Tribune situation to the
fable about the Scorpion and the Fox.  "There is no moral to this
story. Its meaning lies in the exposition of an inescapable facet
of human character: the willingness to visit harm upon others,
even at one's own peril," Judge Carey said.

A copy of the Court's Oct. 31 decision is available at
http://is.gd/kbCkLzfrom Leagle.com.

                    About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Two competing Chapter 11 plans are being pursued in the Chapter 11
cases of Tribune.  One plan is being co-proposed by the Debtors,
the Official Committee of Unsecured Creditors, Oaktree Capital
Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan Chase
Bank, N.A.  A second plan is being pursued by Aurelius Capital
Management LP, on behalf of its managed entities; Deutsche Bank
Trust Company Americas, in its capacity as successor indenture
trustee for certain series of senior notes; Law Debenture Trust
Company of New York, in its capacity as successor indenture
trustee for certain series of senior notes; and Wilmington Trust
Company, in its capacity as successor indenture for the PHONES
Notes.  Judge Kevin J. Carey has not issued a ruling on the plan.

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


UM FINANCIAL: In Receivership, 173+ Worried About Losing Homes
--------------------------------------------------------------
Susan Pigg at the star reports that UM Financial Inc. has gone
into receivership leaving more than 173 people fearful they may
lose their homes.

UM Financial was one of the first companies in Canada to offer so-
called Islamic financing to Muslims who believe that sharia, or
Islamic law, prohibitions against usury include interest on things
such as mortgages, according to the star.

The report relates that UM would buy a property then lease it to a
client so they were paying rent instead of interest.  Some
homeowners complained that the firm would also charge extra fees,
the star notes.

The star says that the company had $50 million in financial
backing from Central 1 Credit Union of which almost $29 million is
outstanding.

Those clients "have rights and they have obligations, and those
are unchanged," said Michael Creber, a partner with court-
appointed receiver Grant Thornton Ltd, the report discloses.

Headquartered in Toronto, UM Financial Inc. offered sharia-
compliant mortgages to Muslims.


US CORRUGATED: S&P Raises Corporate Credit Rating to 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S. Corrugated Inc. to 'B+' from 'B'. "We also raised
the issue-level ratings on the company's senior secured notes to
'B+' from 'B'. We removed all the ratings on U.S. Corrugated
from CreditWatch with positive implications, where they were
placed on Sept. 26, 2011," S&P related.

"Subsequent, to this action, we withdrew all ratings on U.S.
Corrugated, including its senior secured notes which are to be
extinguished within 45 days of the transaction's closing date,"
S&P said.

"The ratings actions reflect our view of the announced
transaction's positive rating implications given that the combined
company has lower leverage than U.S. Corrugated on its own, based
on unrated KapStone Paper and Packaging Corp.'s publicly disclosed
financing plan," said Standard & Poor's credit analyst James
Fielding. "The combined entity's pro forma adjusted EBITDA for
the six-months ended June 30, 2011, was $102 million, and its pro
forma reported debt to EBITDA leverage at closing would be less
than 2x. Before the acquisition, we viewed U.S. Corrugated's
financial risk profile as highly leveraged based on our
expectations that the company's leverage will likely remain above
5x over the upcoming year. Funding for the acquisition came from
Kapstone's cash on hand and borrowings under a new $525 million
senior secured credit facility (unrated), including a five-year,
$375 million term loan and a $150 million undrawn revolving credit
facility. At closing, Kapstone's previously existing $101 million
term loan was repaid."

Kapstone is a producer of unbleached kraft paper products,
linerboard, and shipping container, and operates three paper
mills, 14 converting locations, and a lumber mill.


VICTOR VALLEY: SC Judge Rejects AG's Effort to Stop $6 Mil. Deal
----------------------------------------------------------------
Doug Saunders at VVDailyPress.com reports that San Bernardino
County (Calif.) Superior Court Judge Steve Malone on Oct. 31,
2011, denied the state Attorney General's attempt to halt a
$6 million financing and consulting agreement between Victor
Valley hospital and Prime Healthcare Services.  The two sides are
set to return to Judge Malone?s court Nov. 22 to debate a
permanent order.

According to the report, U.S. Bankruptcy Judge Catherine Bauer
approved on Oct. 31, 2011, the same financing and consulting plan
that the hospital filed to save VVCH from being forced to close
its doors.

"The Attorney General?s office hasn't come up with sufficient
proof that shows a temporary restraining order is warranted in
this case," the report quotes Judge Malone as saying.

Victor Valley Community Hospital filed for Chapter 11 protection
(Bankr. C.D. Calif. Case No. 10-39537) on Sept. 13, 2010.  The
Debtor estimated assets and debts of $10 million to $50 million in
its Chapter 11 petition.  Debt includes $4.5 million owed to the
bank lender.  Unsecured creditors are owed $16.5 million.  Mary D.
Lane, Esq., Samuel R. Maizel, Esq., and Scotta E. McFarland, Esq.,
at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent
the Debtor as counsel.


VILLA NUEVA-2008: Atlanta Project Files for Ch. 11 With 288 Units
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Villa Nueva-2008 LLC, the owner of a 288-unit
apartment project in Tucker, Georgia, filed for Chapter 11
protection (Bankr. N.D. Ga. Case No. 11-81631) on Oct. 31 in
Atlanta.  The project is valued at $6.7 million and the mortgage
on the complex is $11.97 million, according to court papers.
Total assets are $8.1 million, while debt is almost $12 million,
according to the petition.


VITRO SAB: New Proposal Made for Bondholders
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the court arbitrator for Mexican glassmaker Vitro SAB
presented bondholders with a revised proposal to restructure $1.2
billion in defaulted bonds.

According to the report, the proposal calls for $910 million in
new bonds, comprising $814.6 million in 8% bonds maturing in 2019
and $95.8 million of 12% convertible debt, Vitro said in a
statement to the Mexican stock exchange.  Creditors have 10 days
to consider the offer.  If they accept, the proposal goes to the
Mexican court in a week.

Mr. Rochelle recounts that in late October, bondholders received a
green light from the bankruptcy judge in Dallas to proceed with a
lawsuit in New York state court seeking a declaration that nothing
occurring in courts in Mexico can alter the obligations of non-
bankrupt Vitro operating companies with regard to their guarantees
of the defaulted bonds.

                         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. 0-47477); 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
US$55 million.


WAVERLY GARDENS: Judge Delk Dismisses Chapter 11 Cases
------------------------------------------------------
The Honorable Paulette Delk, U.S. Bankruptcy Judge for the
Bankruptcy Court for the Western District of Tennessee granted the
U.S. Trustee motion to dismiss Waverly Gardens, LLC, and Kirby
Oaks Integra, LLC d/b/a Waverly Glen's Chapter 11 cases.

Based upon the statements of counsel for the parties in interest,
the case record as a whole, and it appearing that the Tier I
Administrative Expenses provided for in the Sixth Agreed Cash
Collateral Order, including the quarterly fees owed under Section
1930(a)(6) through Sept, 30, 2011, were paid upon the sale of the
assets of the Debtors and that First Tennessee Bank National
Association is holding the sum of $73,973.58 as a carve-out for
general administrative claims, Judge Delk ordered the Debtor's
case dismissed effective immediately.

The Debtors ad valorem taxes assessed for tax years 2009-2010 have
been paid, according to the Shelby County trustee.

                 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.


WINDRUSH SCHOOL: Inks Settlement Deal With Wells Fargo
------------------------------------------------------
Rena Ragimova at ElCerritoPatch reports that Windrush School was
set to sign on Nov. 2, 2011, a settlement handing over all funds
to Wells Fargo Bank, trustee for the bondholders to whom the
school owes $13 million.

According to the report, Wells Fargo will assume the title for the
land as well as the $876,000 in pledges that will go toward
operating expenses for the school.  "We think we have resolved all
the issues with respect to all matters," Merle Meyers, Esq.,
Windrush School attorney, addressing Judge William Lafferty of the
U.S. Bankruptcy Court in Oakland on Oct. 28, 2011.

The report notes a hearing date is set for 10 a.m. on Nov. 10,
2011.

The report notes the assumption of assets by Wells Fargo also
means that Windrush will not be under Chapter 11 bankruptcy
protection and any restructuring that might take place within the
school budget and administration will be up to the school.

                       About Windrush School

Based in El Cerrito, California, Windrush School is a private K-8
school.  The Company filed for Chapter 11 protection on Sept. 30,
2011 (Bankr. D. N.D. Calif. Case No. 11-70440).  Judge William J.
Lafferty presides over the case.  Merle C. Meyers, Esq., at Meyers
Law Group PC, represents the Debtor.  The Debtor estimated assets
and debts of between $10 million and $50 million.

Attorneys for secured lender Wells Fargo Bank N.A. are Mike C.
Buckley, Esq., James Neudecker, Esq., and Renee C. Feldman, Esq.,
at Reed Smith LLP.  Wells Fargo is the Indenture Trustee on
$13 million of bonds issued by the California Statewide
Communities Development Authority to Windrush School.


* Liquidity-Stress Index Remains Flat in October at 4.1%
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the percentage of junk-rated companies with the
lowest liquidity ratings remained flat in October at 4.1 percent,
Moody's Investors Service reported Nov. 1.  Moody's liquidity
stress index had been 3.9% from June through August until it
inched up in September and remained the same in October.  Only
$5.5 billion of junk-rated debt was sold in September, a 70%
decline from a year ago, Moody's said in the report.  Junk sales
last month were down from the $5.8 billion sold in September.  The
peak for the liquidity-stress index was 20.9% in March 2009. The
average in the last half of 2007 was 6.6%.  Moody's liquidity-
stress index measures the percentage of junk-rated companies with
the weakest liquidity scores.


* Posner Finds Exception to Reading v. Brown Doctrine
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Circuit Judge Richard A. Posner handed down a
decision on Oct. 31 finding an exception to the general rule that
a tort committed by a company in bankruptcy is an expense of
administration to be paid in full.  Writing for the 7th Circuit
Court of Appeals in Chicago, Judge Posner was confronted with a
case where a Chapter 7 trustee had control of a landfill adjacent
to a hotel.  Four days after the trustee's appointment, the gas-
collection system at the landfill failed, releasing unpleasant
odors into the hotel and causing occupancy to plummet.

According to the report, Judge Posner explained how the hotel's
owner had a tort claim for nuisance that arose during the Chapter
7 trustee's tenure when the damage occurred. Posner addressed the
question of whether the tort claim had the status of an
administrative claim in the Chapter 7 case for the landfill.
Judge Posner dealt with the 1968 U.S. Supreme Court decision
called Reading v. Brown which held that a tort claim arising
during a Chapter 11 case is an expense of administration to be
paid in full.

The report relates Judge Posner said that Reading didn't apply
because the landfill "was not operating in any meaningful sense"
during the brief period of the trustee's control.  It wasn't a
case like Reading, where trustee was operating a building when it
burned and caused injuries.  Judge Posner said there is no
administrative claim because the trustee "could do and did do
nothing with the assets that might have enhanced their value for
the creditors."  Because the trustee "operated a losing venture
under legal compulsion," Judge Posner there is "no basis for
applying the doctrine of Reading to such a case."

The case is Roti v. Congress Development Corp. (In re
Resource Technology Corp.), 10-3948, 7th U.S. Circuit Court of
Appeals (Chicago).


* First American Must Back Lender Over Failed $100MM Project
------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that U.S. District
Judge William M. Conley on Tuesday said First American Title
Insurance Co. had breached its duty to defend lender BB
Syndication Services Inc. in a dispute over a bankrupt developer's
failed $100 million commercial real estate project in Kansas City,
Mo.

Law360 relates that Judge Conley said BB Syndication is entitled
to declaratory judgment on First American's breach of duty and
also entitled to recover damages.


* Four Million Borrowers Eligible for Foreclosure Review
--------------------------------------------------------
American Bankruptcy Institute reports that more than 4 million
borrowers who have faced foreclosure since early 2009 will have
the chance to have their cases reviewed for potential wrongdoing,
federal regulators and some of the nation's largest mortgage
servicers said.


* Distress Eases as Investor Buys Block of Vacant Miami Condos
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the sale of a huge block of
vacant apartments in a foreclosed Miami development has marked an
important milestone in the city's housing recovery: The condo glut
is coming to an end.


* Buyers Resurrect 'Zombie' Properties as Lenders Seek to Exit
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that four months ago,
Ky Nguyen was paying about $6,000 a month in rent for his small,
1,600 square-foot dental office, part of a mostly vacant strip
mall in Manteca, Calif.


* Online Marketplace SecondMarket Nabs $15MM in Private Funding
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that SecondMarket
Holdings Inc., an online marketplace for bankruptcy claims, shares
of private technology companies and other illiquid securities, has
raised money from a venture fund started by a former Facebook Inc.
executive as the exchange looks to persuade more companies to sign
up.


* Fall River Mayor Puts Absentee Landlords on Notice
----------------------------------------------------
The Herald News reports that Fall River Mayor Will Flanagan
disclosed a plan that will empower residents to report problems
and improve their neighborhoods.

Standing outside a boarded-up home on the corner of Bank and
Seventh streets, Mr. Flanagan said the Building Blocks program
will require the owners of derelict property citywide to bring the
structures up to code or face having the buildings taken into
receivership, according to The Herald News.

The report notes that through the program, Mr. Flanagan said
residents will collaborate with various city departments to create
a Neighborhood Building Block Plan that addresses the varying
priorities and issues associated with each neighborhood.

The Herald News discloses that Mr. Flanagan noted that
approximately 45% of the city's multi-family homes are owned by
people who live outside of Fall River.  The report relates that
those groups will work to identify properties that are significant
sources of police calls or violators of minimum housing or
sanitary codes.

Mr. Flanagan said the owners of identified properties will be
given 14 days to bring their buildings up to code or face going
through the court system and have the property be taken by a
receiver, the report adds.


* David von Saucken Joins Kaye Scholer's European Practice
----------------------------------------------------------
David von Saucken, a noted Restructuring & Insolvency lawyer,
dually qualified to practice in Germany and England and Wales, has
joined Kaye Scholer as a Partner in the firm's London and
Frankfurt offices.

Previously a partner with Ashurst LLP, von Saucken focuses on
advising funds and investment banks in special situations, with a
particular emphasis on CMBS and other complex real estate-related
restructurings. He also counsels on debt, hedge funds and private
equity investments in performing German situations.

"We are delighted to have David join us as a partner as part of
our strategy to grow our bankruptcy and restructuring capabilities
internationally," said Michael Solow, Co-Managing Partner of Kaye
Scholer and himself a bankruptcy attorney. "The European markets
currently face great uncertainty at a time when leverage is still
high in most areas as a consequence of the lending boom prior to
the ongoing financial crisis. This has led to ongoing high client
demand for restructuring assistance in Europe. There couldn't be a
better time to bring on someone with David's unique strengths and
talents."

Among von Saucken's recent work is the representation of mezzanine
lenders to Highstreet, a vehicle owning some of Germany's largest
department stores, the representation of a group of banks and a
securitized lender in the work-out of a residential mortgage
portfolio in excess of ?1bn through an offshore receivership, and
the representation of various bondholders groups in European and
Middle Eastern restructurings.

According to 2011 Chambers UK, which ranks him as a leading
bankruptcy attorney, "international clients describe David von
Saucken as ?a great lawyer ? responsive, capable and a good
tactician.' He offers strong technical know-how in German
insolvency matters and has advised a number of Anglo-American
funds on their transactions in the region. Distressed M&A deals,
restructurings and non-performing loans all form significant
components of his caseload."


* BOOK REVIEW: John Hood's The Heroic Enterprise
------------------------------------------------
Author: John Hood
Publisher: Beard Books, Washington, D.C. 2004
(reprint of book published by The Free Press/Division of Simon and
Schuster in 1996).
246+xx pages
Price: $34.95 trade paper
ISBN 1-58798-246-3

Hood writes as a counterbalance to ideas that business should be
expected to contribute to the common good along the lines of
charities, say, or public health.  He writes too against the
highly partisan, pernicious perspective that business activity is
antisocial and disruptive which at times gains some degree of
credibility.

Critiques of business have been around as long as commerce and
business have been around.  These come usually from religious or
political zealots seeking dictatorial hold over all significant
kinds of human activity and enterprise.  In this work, Hood aims
to counterbalance latter-day versions of such critiques arising in
American society.  The counterculture, antiestablishment 1960s was
a time when such critiques were particularly strong.  They have
moderated since, yet remain a persistent chorus which influences
politics and imagery and public affairs of business.

Hood does not aim to stifle or eliminate debate about the effects
of business on society or how business should engage in business.
What he aims for is dismissing once and for all myopic and almost
utopian conceptions about business and related erroneous purposes
and values of it.  Such conceptions are worrisome to
businesspersons not because they believe they have any foundation,
but because they waste resources and energy in having to
continually correct them so business can function properly. And to
the extent such myopic conceptions are believed or entertained by
the public, they hamper the public and politicians in working out
policies by which the greatest benefits of business can be reaped
by society.

The author clarifies the place and role of business by contrasting
business with other parts of society.  A standard, self-evident
tenet of sociologists going back to the time of Plato is that
society is made up of different parts fulfilling different roles
for the varied needs of society and so that a society will
function smoothly and survive.  Business is distinguished from
government and philanthropy.  "Businesses exist to make and sell
things," whereas by contrast "governments exist to take and
protect things [and] charities exist to give things away."  The
social responsibility for each category of institution is inherent
in its purposes and activities.  For example, businesses alone
cannot solve environmental problems. Whatever problems which can
be attached to business are related to government policies and
business's operations to satisfy consumer interests.  Hence,
business alone cannot solve environmental problems, and should not
be expected to.  Critics requiring that business solve
environmental problems without similarly requiring changes in
government policies and consumer interests are shortsightedly and
unreasonably tarnishing business while not making any relevant or
productive arguments for dealing with environmental problems.

In elucidating business's proper place in and contributions to
society, Hood is not unmindful that some businesses fail to
fulfill their role in good faith and beneficially.  But instead of
criticizing business fundamentally, he proffers questions critics
can ask before targeting particular businesses.  Two of these are
"Are corporations obtaining their profits through force or
fraud?," and "Are corporations putting investments at their
disposal to the most economically productive use?"  Hood's
perspective in support of business against unfair and irrelevant
criticisms is based on the acknowledgment that business is
operating productively, for the common good, and is open to
cooperative activities with other parts of society in trying to
resolve common problems.

"The Heroic Enterprise" is not an argument for business -- for as
a fundamental aspect of any society, business does not need an
argument to justify it.  The book mostly takes the approach of
reviewing why business is necessary and therefore must be
naturally, easily accepted -- namely, because of the manifold
benefits business provides for society and because it along with
good government and respectable morals has been a primary engine
for the betterment of human life.

John Hood has much experience in the media and communication as a
syndicated columnist, TV commentator, and radio host.  Author of
three books and many articles for national publications such as
the Wall Street Journal, he is President and Chairman of the John
Locke Foundation in North Carolina.


                           *********

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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